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

Rhea-AI Summary

Cocrystal Pharma (Nasdaq: COCP) has announced a registered direct offering priced at-the-market, consisting of 2,764,710 shares of common stock at $1.70 per share. The offering includes a concurrent private placement of unregistered warrants to purchase up to 5,529,420 shares at $1.50 per share, exercisable for 24 months.

The company expects to receive initial gross proceeds of $4.7 million, with potential additional proceeds of $8.3 million if all warrants are exercised. H.C. Wainwright & Co. is serving as the exclusive placement agent. The offering is anticipated to close around September 15, 2025, with proceeds intended for working capital and general corporate purposes.

Positive

• Immediate capital raise of $4.7 million to strengthen working capital
• Potential for additional $8.3 million through warrant exercises
• Offering priced at-the-market under Nasdaq rules

Negative

• Dilution of existing shareholders through new share issuance
• No guarantee that warrants will be exercised
• Offering price of $1.70 represents significant equity sale

Insights

Financial Analyst

Cocrystal is raising $4.7M now with potential for $8.3M more through warrants, likely indicating cash needs for operations.

Cocrystal Pharma is conducting a $4.7 million registered direct offering priced at-the-market, selling 2,764,710 shares at $1.70 per share. The company is simultaneously issuing unregistered warrants for up to 5,529,420 additional shares at an exercise price of $1.50 per share, which could bring in an additional $8.3 million if fully exercised.

This financing structure reveals several key insights. The offering price of $1.70 being labeled as "at-the-market" suggests the company isn't having to offer a significant discount to attract investors, which is relatively positive. However, the concurrent issuance of warrants at $1.50 (below the current offering price) provides investors with significant potential upside if the stock appreciates, effectively making the true financing cost higher than the headline price suggests.

The company plans to use proceeds for "working capital and general corporate purposes" - typically code language suggesting operational funding rather than specific strategic initiatives. The lack of specified use beyond general purposes often indicates the funds are needed to extend the company's operational runway.

The transaction is being handled exclusively by H.C. Wainwright & Co., a boutique investment bank that frequently works with smaller biotech and pharmaceutical companies on similar financings. The offering is expected to close around September 15, 2025.

This financing, while providing necessary capital, will result in dilution for existing shareholders and potentially additional dilution if the warrants are exercised. The warrant component suggests the company needed to provide additional incentives to complete the capital raise.

$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. 12, 2025 (GLOBE NEWSWIRE) -- Cocrystal Pharma, Inc., (Nasdaq: COCP) (the “Company” or “Cocrystal”), today announced that it has entered into definitive agreements for the purchase and sale of 2,764,710 shares of its common stock (or common stock equivalents in lieu thereof) at a purchase price of $1.70 per share in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company will issue unregistered warrants to purchase up to 5,529,420 shares of common stock at an exercise price of $1.50 per share that will be 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. The closing of the offering is expected to occur on or about September 15, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting 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, are expected to be 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 (or common stock equivalents in lieu thereof, but not the unregistered warrants and the shares of common stock underlying the unregistered warrants) described above are being 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 is being 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 will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, 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 are being 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 completion of the offering, the satisfaction of customary closing conditions related to the offering and 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

FAQ

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

Cocrystal Pharma is offering 2,764,710 shares at $1.70 per share, raising $4.7 million initially, with potential for additional $8.3 million through warrant exercises.

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

The unregistered warrants have an exercise price of $1.50 per share and will expire 24 months from the registration statement's effective date.

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.

When will Cocrystal Pharma's September 2025 offering close?

The offering is expected to close on or about September 15, 2025, subject to customary closing conditions.

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

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