Current Report Filing (8-k)
December 16 2019 - 08:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 13, 2019
Cocrystal
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38418
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35-2528215
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(State
or other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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19805
N. Creek Parkway
Bothell,
WA
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98011
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (786) 459-1831
(Former
name or former address, if changed since last report.):
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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COCP
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The
Nasdaq Stock Market LLC
(The Nasdaq Capital Market)
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
December 13, 2019, Cocrystal Pharma, Inc. (the “Company”) received a letter from the Nasdaq Stock Market (“Nasdaq”)
notifying the Company of its noncompliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule”) by failing to maintain
a minimum bid price for its common stock of at least $1.00 per share for 30 consecutive business days.
According
to the letter, the Company has a 180 calendar day grace period to regain compliance with the Rule (the “Grace Period”),
subject to a potential 180 calendar day extension, as described below. To regain compliance, the Company’s common
stock must have a minimum closing bid price of at least $1.00 per share for at least 10 consecutive business days within
the Grace Period. In the event the Company does not regain compliance by June 10, 2020, the end of the Grace Period, the
Company may be eligible for an additional 180 calendar day grace period to regain compliance. To qualify, the Company
will be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial
listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written
notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary.
However, if it appears to Nasdaq at the end of the Grace Period that the Company will be unable to cure the deficiency,
or if the Company is not otherwise eligible for the additional cure period, Nasdaq will provide notice that the Company’s
common stock will be subject to delisting.
The
letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded
on The Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements of
The Nasdaq Capital Market.
The Company intends to monitor
the bid price of its common stock and assess its options for maintaining the listing of its common stock on The Nasdaq Capital
Market.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Cocrystal
Pharma, Inc.
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Date:
December 16, 2019
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By:
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/s/
James Martin
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Name:
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James
Martin
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Title:
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Chief
Financial Officer
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