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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): September 12, 2025
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 a Material Definitive Agreement.
Registered
Direct Offering
On
September 12, 2025, Cocrystal Pharma, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement
(the “SPA”) with certain accredited investors (each, an “Investor” and collectively the “Investors”),
pursuant to which the Company agreed to issue and sell to the Investors (i) in a registered direct offering, an aggregate of 2,764,710
shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at
a price of $1.70 per share (the “Registered Direct Offering”) and (ii) in a concurrent private placement, warrants to purchase
up to an aggregate of 5,529,420 shares of Comon Stock (“the Investor Warrants”), at an initial exercise price of $1.50 per
share (the “Private Placement” and together with the Registered Direct Offering, the “Offering”).
The
Shares were offered at-the-market under rules of The Nasdaq Stock Market, LLC and pursuant to the Company’s shelf registration
statement on Form S-3 (File No. 333-271883) under the Securities Act of 1933 (the “Securities Act”).
The
Investor Warrants (and the shares of Common Stock issuable upon the exercise of the Investor Warrants) were not registered under the
Securities Act, and were offered pursuant to an exemption from the registration requirements of the Securities Act provided under Section
4(a)(2) of the Securities Act and Regulation D thereunder as a transaction not involving a public offering. The Investor Warrants are
exercisable upon issuance and will expire on the 24-month anniversary of the effective date of the Resale Registration Statement (as
defined below), and in certain circumstances may be exercised on a cashless basis. If the Company fails for any reason to deliver shares
of Common Stock upon the valid exercise of the Investor Warrants within the prescribed period set forth in the Investor Warrants, the
Company is required to pay the applicable holder liquidated damages in cash as set forth in the Investor Warrants. The Investor Warrants
also include customary buy-in rights in the event the Company fails to deliver shares of Common Stock upon exercise thereof within the
prescribed period as set forth in the Investor Warrants.
A
holder is not be entitled to exercise any portion of an Investor Warrant, if, after giving effect to such exercise, the aggregate number
of shares of Common Stock beneficially owned by the holder (together with its affiliates and any other persons whose beneficial ownership
of Common Stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange
Act of 1934, as amended) would exceed 4.99%, or at the election of the Investor 9.99%, of the Common Stock outstanding after giving effect
to the exercise. Such 4.99% limitation may be increased at the holder’s election upon 61 days’ notice to the Company, provided
that such percentage may not exceed 9.99%.
On
September 15, 2025, the Company closed the Offering, raising gross proceeds of approximately $4.75 million before deducting placement
agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general
corporate purposes and the continued development of novel medicines for use in the treatment of human viral diseases.
Under
the SPA, no later than October 10, 2025, the Company is required to file a registration statement on Form S-1 registering the resale
of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the “Resale Registration Statement”).
The Company is required to use commercially reasonable efforts to cause such Resale Registration Statement to become effective within
60 days of the closing date of the Offering, and to keep the Resale Registration Statement effective at all times until no Investor owns
any Investor Warrants or shares issuable upon exercise thereof.
H.C.
Wainwright & Co., LLC (“HCW”) acted as the Company’s placement agent in connection with Offering. The Company paid
HCW consideration consisting of (i) a cash fee equal to 7.0% of the aggregate gross proceeds in the Offering, (ii) a management fee equal
to 1.0% of the aggregate gross proceeds in the Offering, (iii) reimbursement of certain expenses and (iv) warrants to acquire up to an
aggregate of 207,353 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants are similar to
the Investor Warrants, except that the initial exercise price of the Placement Agent Warrants is $2.125 per share and have a term of
exercise equal to the earlier of (i) 24 months from the effective date of the Resale Registration Statement and (ii) September 12, 2030.
The
foregoing descriptions of the SPA, the Investor Warrants and the Placement Agent Warrants do not purport to be complete and are qualified
in their entirety by reference to the full text of the form of SPA, form of Investor Warrant and form of Placement Agent Warrant, copies
of which are filed hereto as Exhibits 10.1, 4.1 and 4.2, respectively.
Item
3.02 Unregistered Sale of Equity Securities.
The
information set forth in Item 1.01 of this Form 8-K with respect to the issuance of Investor Warrants and the Placement Agent Warrants
is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
September 12, 2025, the Company issued a press release announcing the pricing of the Offering. The Company’s press release is furnished
as Exhibit 99.1.
On
September 15, 2025, the Company issued a press release announcing the closing of the Offering. The Company’s press release is furnished
as Exhibit 99.2.
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 |
| 4.1
|
|
Form of Investor Warrant |
| 4.2 |
|
Form of Placement Agent Warrant |
| 5.1 |
|
Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 23.1 |
|
Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A. (included in Exhibit 5.1) |
| 99.1 |
|
Press Release dated September 12, 2025* |
| 99.2 |
|
Press Release dated September 15, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*Previously
furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 12, 2025.
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:
September 15, 2025 |
By: |
/s/
James Martin |
| |
Name: |
James
Martin |
| |
Title: |
Chief
Financial Officer and Co-Chief Executive Officer |
| |
|
|
