Current Report Filing (8-k)
May 21 2018 - 4:47PM
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): May 18, 2018
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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1860
Montreal Rd, Tucker, GA
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30084
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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: (678) 892-8800
(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. [ ]
Item
3.02. Unregistered Sales of Equity Securities.
Cocrystal
Pharma, Inc. (the “Company”) agreed to the conversion of its outstanding 8% convertible notes (collectively, the “Notes”)
pursuant to a resolution of its two disinterested directors at $1.90 per share, which was the offering price in its recently
closed public offering (the “Offering”). Following the closing of the Offering, the initial $500,000 Note held by
the Company’s Chairman was converted on May 10, 2018. On May 18, 2018 the remaining Notes were converted including a $500,000
note held by an entity in which the Chairman is a director and a $1 million Note held by Opko Health, Inc., a public company in
which three of the Company’s directors serve as directors and one of the three is Chief Executive Officer of Opko Health,
Inc. The terms of the Notes were disclosed in the Company’s Current Reports on Form 8-K filed on December 1, 2017 and February
6, 2018 (the “Previous Reports”). The description of the Notes is incorporated herein by reference to Item 3.02 of
each of the Previous Reports.
As
a result of these Note conversions, the Company has no debt.
The
Company issued a total of 1,085,105 shares of common stock upon conversion of the Notes. The number of shares was based on the
principal amount of the Notes and the amount of interest accrued on the Notes. Prior to the amendment of the Notes, they were
due in November 2019 and January 2020 subject to prior conversion at $8.10 per share or the offering price in a $10 million equity
financing.
The
issuance of common stock upon the conversion was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of
1933.
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:
May 21, 2018
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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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