Current Report Filing (8-k)
January 31 2020 - 8:02AM
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): January 29, 2020
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, par value
$0.001 per share
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COCP
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The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market)
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
January 29, 2020, Cocrystal Pharma, Inc. (the “Company”) entered into a Placement Agency Agreement (the “Placement
Agency Agreement”) with A.G.P./Alliance Global Partners (“AGP”), pursuant to which AGP agreed to serve as the
placement agent in connection with the registered offering of 3,492,063 shares of common stock, par value $0.001 per share, of
the Company (the “Shares”) at a public offering price of $0.63 per share (the “Offering”). In connection
with the Offering, the Company also entered into Securities Purchase Agreements with certain investors named therein (collectively,
the “Securities Purchase Agreements”), pursuant to which the Company agreed to issue the Shares directly to investors.
The Company expects to receive approximately $2.0 million in net proceeds from the Offering, after deducting placement agency
commissions and estimated offering expenses. The Company intends to use the net proceeds from the Offering for general corporate
purposes and working capital.
The
Shares are being offered and sold pursuant to the Company’s effective registration statement on Form S-3 (Registration No.
333-220632), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 10, 2017,
and the base prospectus included therein, as amended and supplemented by the prospectus supplement expected to be filed with the
SEC on January 31, 2020.
The
Company expects the Offering to close on or about January 31, 2020, subject to the satisfaction of customary closing conditions.
The Securities Purchase Agreements contain customary representations, warranties and covenants of the Company, indemnification
obligations of the Company, termination provisions and conditions to closing. The Placement Agency Agreement contains customary
representations, warranties and agreements by the Company and customary conditions to closing. Pursuant to the Placement Agency
Agreement, the Company agreed, subject to limited exceptions, to indemnify AGP and its affiliates against losses arising from
AGP’s activities thereunder. The Company also agreed to pay AGP a cash fee equal to 7% of the gross proceeds from the sale
of the Shares in the Offering.
In
connection with the Offering, the Company’s executive officers, directors and certain principal stockholders have also agreed,
subject to limited exceptions, not to sell or transfer for 30 days following the closing any securities of the Company held by
them.
The
foregoing description of the Placement Agency Agreement and the Securities Purchase Agreements does not purport to be complete
and is qualified in its entirety by reference to the full text of the Placement Agency Agreement filed as Exhibit 1.1 and the
Securities Purchase Agreements, a form of which is filed as Exhibit 10.1, to this Current Report on Form 8-K, each of which is
incorporated herein by reference.
A
copy of the opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the validity of the issuance and sale of the
Shares pursuant to the Securities Purchase Agreements is also filed herewith as Exhibit
5.1.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit
No.
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Description.
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1.1
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Placement
Agency Agreement, dated as of January 29, 2020, by and between Cocrystal Pharma, Inc. and A.G.P./Alliance Global Partners
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5.1
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Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A.
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10.1
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Form of Securities Purchase Agreement*
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23.1
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Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A. (included in Exhibit 5.1)
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*
Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the Commission upon request any omitted information.
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:
January 31, 2020
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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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