Current Report · Items 1.01, 3.02, 7.01, 9.01 · 8-K
Cocrystal Pharma, Inc.
COCPNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Regulation FD Disclosure
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 s…
Filed Aug 3, 2026Accepted Aug 3, 2026, 7:15 AM EDTCIK 1412486Accession 0001493152-26-035743
Company context
Cocrystal is a clinical-stage biotechnology company seeking to discover and develop novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. We employ unique structure-based technologies and Nobel Prize winning expertise to create antiviral drugs. These technologies are designed to efficiently deliver small molecule therapeutics that are safe, effective, and convenient to administer. We have identified promising discovery, preclinical and clinical stage antiviral compounds for unmet medical needs caused by coronavirus, influenza virus and norovirus.
Current securities
Disclosure sections
Items 1.01, 3.02, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
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 3.02Item 3.02 - Unregistered Sales of Equity
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htmEX-99.1
3
ex99-1.htm
EX-99.1
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 Executiv…
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