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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): July 31, 2026
Cocrystal
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38418 |
|
35-2528215 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
19805
N. Creek Parkway
Bothell,
WA |
|
98011 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (877) 262-7123
(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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock |
|
COCP |
|
The
Nasdaq Stock Market, LLC
(The
Nasdaq Capital Market) |
Item
1.01 Entry into Material Definitive Agreement.
On
July 31, 2026, Cocrystal Pharma, Inc. (the “Company” or “Cocrystal”) entered into a Securities Purchase Agreement
(“SPA”) with OPKO Health, Inc., an accredited investor (the “Purchaser”), pursuant to which the Company sold
and issued to the Purchaser a total of 5,474,053 shares of the Company’s common stock at a purchase price of $0.9134 per share,
the Nasdaq Consolidated Bid Price on the trading day of closing, resulting in gross proceeds to the Company of $5.0 million.
Dr.
Phillip Frost, Charman and Chief Executive Officer of the Purchaser, is co-founder, director and principal stockholder of the Company.
The
Company intends to use the net proceeds from this offering, after deducting offering expenses, for the advancement of its preclinical
and clinical drug candidate programs, and for general corporate purposes and working capital.
The
foregoing description of the terms of the SPA and the transactions contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the form of the SPA, a copy of which is incorporated by reference as Exhibit 10.1 to this Current Report
on Form 8-K.
Item
3.02 Unregistered Sale of Equity Securities.
The
information contained in Item 1.01 is incorporated by reference into this Item 3.02. The sale of shares was exempt from registration
based upon Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder. The Purchaser is an
accredited investor and acquired the shares for investment.
Item
7.01 Regulation FD Disclosure.
On
August 3, 2026, the Company issued a press release announcing the private placement described above in Item 1.01. A copy of the press
release is furnished as Exhibit 99.1.
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 or the Exchange Act.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 99.1 |
|
Press Release Dated August 3, 2026 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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.
| |
Cocrystal Pharma, Inc. |
| |
|
|
| Date: August 3, 2026 |
By: |
/s/
James Martin |
| |
Name: |
James Martin |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Cocrystal
Pharma Announces $5 Million Private Placement with OPKO Health
Longtime
investor OPKO Health increases its position as Cocrystal advances toward norovirus Phase 1b data in late 2026
BOTHELL,
Wash., August 3, 2026 (GLOBE NEWSWIRE) — Cocrystal Pharma, Inc. (Nasdaq: COCP) (“Cocrystal” or
the “Company”), a biotechnology company developing novel antiviral therapeutics, today announced a $5 million investment
from OPKO Health, Inc. (Nasdaq: OPK) (“OPKO”), a longtime investor in the Company, has increased its position through a $5
million investment as the Company advances its lead norovirus program toward Phase 1b topline data later this year.
Under
the terms of the agreement, Cocrystal sold 5,474,053 shares of its common stock to OPKO at a price per share of $0.9134, the Nasdaq Consolidated
Bid Price on the trading day of closing, for proceeds to the Company of $5.0 million. No warrants or other derivative securities were
included in the transaction.
“OPKO’s
increased investment reflects the confidence of one of our most steadfast supporters as we approach a defining moment for Cocrystal,”
said James Sapirstein, Chief Executive Officer of Cocrystal Pharma. “We expect to report topline data from our Phase 1b norovirus
trial by the end of the fourth quarter of 2026, and we’re grateful for OPKO’s continued conviction in the value of our lead
asset, CDI-988, and our broader antiviral pipeline spanning influenza, coronaviruses and hepatitis C.”
“As
a longtime investor in Cocrystal, we’ve watched the Company build a differentiated antiviral platform with real clinical potential,”
said Dr. Phillip Frost, Chairman and Chief Executive Officer of OPKO Health and co-founder, director and principal stockholder of the
Company. “This additional investment reflects our continued conviction in Cocrystal’s science and its path forward.”
About
the Offering
The
unregistered securities 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 Regulation D promulgated thereunder and have not been registered under the Securities Act, or
applicable state securities laws. Accordingly, the unregistered shares 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 does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor will there be any sale of
these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About
Cocrystal Pharma, Inc.
Cocrystal
Pharma, Inc. is a clinical stage biotechnology company discovering and developing novel antiviral therapeutics that target the replication
of noroviruses, influenza viruses, coronaviruses (including SARS-CoV-2), and hepatitis C viruses. The Company’s lead program, CDI-988,
is currently in a Phase 1b clinical trial for norovirus, with topline data expected in late 2026. Cocrystal employs unique structure-based
technologies to create differentiated antiviral drug candidates. For more information, visit www.cocrystalpharma.com.
About
OPKO Health, Inc.
OPKO
is a multinational biopharmaceutical and diagnostics company that seeks to establish industry leading positions in large, rapidly growing
markets by leveraging its discovery, development, and commercialization expertise and novel and proprietary technologies. For more information,
visit www.opko.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the private placement, the Company’s progress, anticipated timeline and expectations for topline data from
its norovirus Phase 1b clinical trial, and the continued development of its influenza, coronaviruses, and hepatitis C, and other antiviral
programs and the results thereof. Words such as “believe,” “may,” “estimate,” “continue,”
“anticipate,” “intend,” “should,” “plan,” “could,” “target,”
“potential,” “is likely,” “will,” and “expect,” as they relate to the Company, are intended
to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections
about future events. Some or all of the events anticipated by these forward-looking statements may not occur. Important factors that
could cause actual results to differ from those in the forward-looking statements include, but are not limited to, the risks and uncertainties
arising from inflation, affordability, the possibility of a recession, increases or other developments with respect to interest rates,
uncertainty surrounding the impacts arising from imposed and threatened tariffs and developments with respect thereto, and wars and geopolitical
conflicts including those in Ukraine and with Iran on our Company, our collaboration partners, and on the U.S. and global economies,
including manufacturing and research delays arising from raw materials and labor shortages, supply chain disruptions and other business
interruptions including any adverse impacts on our ability to obtain raw materials and test subjects, including animals as well as similar
problems with our vendors our and our collaboration partners’ technology and software performing as expected, financial difficulties
experienced by certain partners, risks arising from research into a related virus that was not done in animals and was necessarily early
stage, the results of the Phase 1b clinical trial and future preclinical and clinical trials including the potential for adverse findings,
general risks arising from clinical trials, receipt of regulatory approvals, regulatory changes and potential litigation challenging
initiatives and actions taken by the Trump Administration which could, among other things, result in delays in regulatory approvals or
limit access to federal funding for our programs, development of effective treatments and/or vaccines by competitors, including as part
of the programs financed by the U.S. government, potential mutations in a virus we are targeting which may result in variants that are
resistant to a product candidate we develop, and our liquidity and ability to raise necessary capital on acceptable terms or at all.
Further information on our risk factors is contained in our filings with the SEC, including the “Risk Factors” in Item 1A
of our Annual Report on Form 10-K for the year ended December 31, 2025. Any forward-looking statement made by us herein speaks only as
of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it
is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as
a result of new information, future developments or otherwise, except as may be required by law.
Investor
Contact:
Nic
Johnson
Russo
Partners
nic.johnson@russopartnersllc.com
(303)
482-6405
Media
Contact:
David
Schull
Russo
Partners
david.schull@russopartnersllc.com
(858)
717-2310
