Business Context and Reporting Period
This Form 8-K was filed by BioZone Pharmaceuticals, Inc. (not Cocrystal Pharma, Inc.) on June 19, 2012, reporting events occurring on June 13, 2012. The company is incorporated in Nevada and is based in Englewood Cliffs, New Jersey.
Key Financial Metrics
The filing reports a specific financing transaction rather than periodic financial performance metrics.
- Debt Issuance: Sold 10% promissory notes to accredited investors.
- Proceeds: Aggregate purchase price of $200,000.
- Interest Rate: 10% per annum.
- Maturity Date: The earlier of (a) receipt of $500,000 or more from any source (excluding ordinary course sales) or (b) three months from the issuance date.
- Prepayment: The company may prepay the notes in whole or part at any time prior to maturity.
The filing text does not provide clear values for revenue, profit, cash flow, margins, or overall liquidity beyond the specific note issuance.
Material Changes
The primary material change is the entry into a definitive agreement to issue debt securities. This transaction increases the company's short-term liabilities by $200,000 and provides immediate cash inflow.
Guidance, Outlook, and Risks
The filing does not contain management commentary, forward-looking guidance, or specific risk factors beyond the standard terms of the note agreement. The notes were offered and sold in reliance on exemptions from registration under Section 4(2) and Regulation D (Rule 506) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the correct registrant name is BioZone Pharmaceuticals, Inc., not Cocrystal Pharma, Inc.
- Confirm the exact terms of the promissory notes in Exhibit 10.1 referenced in the filing.
- Monitor the company's capital raising activities to determine if the $500,000 threshold for early note repayment is met.
- Review subsequent filings for the impact of this debt on the company's overall liquidity and solvency.