Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 19 2019 - 5:02PM
Edgar (US Regulatory)
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OMB
APPROVAL
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Expires:
February 28, 2022
Estimated
average burden hours per response . . . 2.50
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FORM
12b-25
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SEC
FILE NUMBER
001-38418
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NOTIFICATION
OF LATE FILING
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CUSIP
NUMBER
19188J300
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(Check
one):
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[X]
Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ]
Form N-SAR [ ]
Form N-CSR
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For
Period Ended:
December 31, 2018
[ ]
Transition Report on Form 10-K
[ ]
Transition Report on Form 20-F
[ ]
Transition Report on Form 11-K
[ ]
Transition Report on Form 10-Q
[ ]
Transition Report on Form N-SAR
For
the Transition Period Ended: _______________
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I - REGISTRANT INFORMATION
Cocrystal
Pharma, Inc.
Full
Name of Registrant
Former
Name if Applicable
19805
N. Creek Parkway
Address
of Principal Executive Office
(Street and Number)
Bothell,
Washington 98011
City,
State and Zip Code
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
[X]
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(a)
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The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III – NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
The
Registrant is in the process of finalizing certain accounting matters and its assessment of its internal control over financial
reporting. The Registrant’s independent registered public accounting firm is still completing their audit
procedures in regards to those matters. As a result, the Registrant cannot file the Form 10-K by the March 18, 2019 deadline.
Pursuant to Rule 12b-25 promulgated under the Securities Exchange Act of 1934, the Registrant will file the Form 10-K no later
than April 2, 2019, the 15
th
calendar day following the prescribed Form 10-K filing deadline.
PART
IV - OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this notification
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Michael
D. Harris
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561
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471-3507
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required
to file such report(s) been filed? If answer is no, identify report(s).
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Yes
[X] No [ ]
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(3)
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Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes
[X] No [ ]
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot
be made.
The
Registrant expects to report a loss from operations of approximately $63 million for the year ended December 31,
2018, compared to a loss from operations of approximately $8 million for the year ended December 31, 2017. The 2018 loss
from operations includes a $54 million impairment charge to write off the in-process research and development (“IPR&D”)
assets. The impaired IPR&D assets consisted of the remaining IPR&D assets acquired from RFS Pharma, LLC (“RFS
Pharma”) at the time of the Registrant’s acquisition of RFS Pharma in November 2014.
The
above financial data is preliminary, based upon the Registrant’s estimates and subject to completion of the Registrant’s
evaluation of the matters described under Part III above. Moreover, this data has been prepared on the basis of currently
available information. The Registrant’s independent registered public accounting firm has not audited or reviewed,
and does not express an opinion with respect to, this data. This data does not constitute a comprehensive statement of
the Registrant’s financial results for the year ended December 31, 2018, and the Registrant’s final numbers
for this data may differ materially from these estimates.
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Cocrystal
Pharma, Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
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March
19, 2019
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By:
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/s/
James Martin
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James
Martin
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Title:
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Chief
Financial Officer
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