Cocrystal Pharma, Inc. Announces Closing of Up To $13 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Cocrystal Pharma (Nasdaq: COCP) has closed its previously announced registered direct offering, raising $4.7 million through the sale of 2,764,710 shares at $1.70 per share. The offering was priced at-the-market under Nasdaq rules.

In a concurrent private placement, the company issued unregistered warrants to purchase up to 5,529,420 shares at an exercise price of $1.50 per share. If fully exercised, these warrants could generate additional gross proceeds of approximately $8.3 million. The warrants are exercisable immediately and expire in 24 months.

H.C. Wainwright & Co. served as the exclusive placement agent. Cocrystal plans to use the net proceeds for working capital and general corporate purposes.

Positive

• Immediate capital raise of $4.7 million strengthens company's cash position
• Potential for additional $8.3 million through warrant exercises
• Warrants are immediately exercisable with favorable pricing at $1.50 per share

Negative

• Offering likely to cause dilution for existing shareholders
• No guarantee that warrants will be exercised for additional funding
• Shares sold at market price without premium

Insights

Biotech Financial Analyst

Cocrystal secured $4.7M in immediate funding with potential for $8.3M more, strengthening its financial position amid likely cash needs.

Cocrystal Pharma has secured $4.7 million in immediate financing through a registered direct offering, with shares priced at $1.70 per share. The deal's structure includes warrants that could potentially bring in an additional $8.3 million if fully exercised, though the company appropriately cautions that there's no guarantee these warrants will be exercised.

The offering's structure reveals important strategic considerations. The warrants are priced at $1.50 per share, which is 11.8% below the offering price of $1.70. This discount incentivizes warrant exercise but also indicates potential dilution pressure. The two-year warrant exercise window provides a substantial timeframe for the company to demonstrate progress that might encourage investors to exercise these options.

This capital raise likely indicates Cocrystal's need to strengthen its balance sheet for ongoing operations and drug development programs. The stated use of proceeds for "working capital and general corporate purposes" is typical biotech financing language that typically covers R&D expenses, clinical trials, and operational costs. While non-specific, this suggests the funding is needed to sustain operations rather than for a specific strategic initiative or acquisition.

The at-the-market pricing structure indicates the offering was priced based on recent trading values rather than at a significant premium or discount, which helps minimize immediate dilution but also reflects current market sentiment about the company's valuation. H.C. Wainwright's involvement as placement agent brings credibility to the transaction, as they're a recognized investment bank in the biotech sector.

$4.7 million upfront with up to an additional approximately $8.3 million of potential aggregate gross proceeds upon the exercise in full of warrants

BOTHELL, Wash., Sept. 15, 2025 (GLOBE NEWSWIRE) -- Cocrystal Pharma, Inc., (Nasdaq: COCP) (the “Company” or “Cocrystal”), today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of 2,764,710 shares of its common stock at a purchase price of $1.70 per share. In a concurrent private placement, the Company issued unregistered warrants to purchase up to 5,529,420 shares of common stock at an exercise price of $1.50 per share that are exercisable upon issuance and will expire twenty-four months from the effective date of the registration statement covering the resale of the shares of common stock issuable upon exercise of the unregistered warrants.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering, before deducting the placement agent’s fees and other offering expenses payable by the Company, were approximately $4.7 million. The potential additional gross proceeds to the Company from the warrants, if fully-exercised on a cash basis, will be approximately $8.3 million. No assurance can be given that any of such short-term warrants will be exercised. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

The common stock (but not the unregistered warrants and the shares of common stock underlying the unregistered warrants) described above were offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-271883) that was declared effective by the Securities and Exchange Commission (the “SEC”) on May 26, 2023. The offering of the shares of common stock was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering were filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Cocrystal Pharma, Inc.

Cocrystal Pharma, Inc. is a clinical-stage biotechnology company that addresses significant unmet needs by developing innovative antiviral treatments for challenging diseases including influenza, viral gastroenteritis, COVID, and hepatitis. Cocrystal employs unique structure-based technologies and Nobel Prize-winning expertise to create first- and best-in-class antiviral drugs.

Forward-Looking Statements

The information in this press release includes “forward-looking statements.” Any statements other than statements of historical fact contained herein, including statements as to the intended use of net proceeds from the offering, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology.

Investor Contact:
Alliance Advisors IR
Jody Cain
310-691-7100
jcain@allianceadvisors.com

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FAQ

What is the size of Cocrystal Pharma's (COCP) latest offering in September 2025?

Cocrystal Pharma raised $4.7 million through a registered direct offering of 2,764,710 shares at $1.70 per share, with potential additional proceeds of $8.3 million if all warrants are exercised.

What is the exercise price of COCP's warrants issued in September 2025?

The warrants have an exercise price of $1.50 per share and are exercisable immediately upon issuance.

How long are Cocrystal Pharma's (COCP) September 2025 warrants valid?

The warrants will expire 24 months from the effective date of the registration statement covering the resale of shares.

How will Cocrystal Pharma use the proceeds from its September 2025 offering?

Cocrystal Pharma intends to use the net proceeds for working capital and general corporate purposes.

Who was the placement agent for COCP's September 2025 offering?

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.