Current Report Filing (8-k)
January 04 2019 - 5:07PM
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 4, 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.): N/A
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
7.01 Regulation FD Disclosure
Beginning
on January 7, 2019, senior executives of Cocrystal Pharma, Inc. (the “Company”) will hold a series of meetings with
the members of the scientific and financial community. A copy of the Company’s presentation to be used in connection with
these meetings is being furnished as Exhibit 99.1 hereto and is hereby incorporated by reference. The presentation is also available
on the Company’s website at www.cocrystalpharma.com.
The
information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and
shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 (the “Securities
Act”), or the Exchange Act.
Item
8.01 Other Events
Dr.
Phillip Frost, a director and a principal shareholder of the Company has entered into a settlement agreement with the Securities
and Exchange Commission (the “SEC”), subject to court approval, to resolve the action brought against him and certain
other parties named in the complaint (the “Complaint”) filed with the U.S. District Court for the Southern District
of New York on September 7, 2018.
Pursuant
to the terms of the settlement agreement between the SEC and Dr. Frost, and without admitting or denying any of the allegations
in the Complaint, Dr. Frost agreed that he will be enjoined from violating Sections 5(a) and (c) and 17(a)(2) of the Securities
Act and Section 13(d) of the Securities Exchange Act; will pay approximately $5.5 million in penalty, disgorgement and pre-judgment
interest; and will be prohibited, subject to certain exceptions, from trading in penny stocks. Liability under Section 13(d) of
the Exchange Act and Sections 5(a) and (c) of the Securities Act can be established without any showing of wrongful intent or
negligence, and liability under Section 17(a)(2) of the Securities Act can be established upon a showing of negligence.
OPKO
Health, Inc., a principal shareholder of the Company, of which Dr. Frost is CEO and Chairman, and Frost Gamma Investments Trust,
of which Dr. Frost is the trustee, have also entered into a settlement agreements with the SEC to resolve the allegations against
them set forth in the Complaint.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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 4, 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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