Business Context and Reporting Period
This Form 8-K was filed by BioZone Pharmaceuticals, Inc. (not Cocrystal Pharma, Inc.) on January 30, 2012, reporting events occurring on January 25, 2012. The company is incorporated in Nevada and is engaged in pharmaceutical activities.
Key Financial Metrics
The filing details a specific capital raise event rather than periodic financial performance metrics.
- Gross Proceeds: $350,000
- Securities Sold: 700,000 Units
- Price Per Unit: $0.50
- Unit Composition: One share of Common Stock plus a four-year warrant to purchase 50% of the shares purchased.
- Warrant Exercise Price: $1.00 per share.
The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity positions.
Material Changes
The primary material change is the unregistered sale of equity securities to accredited investors under Section 4(2) and Regulation D (Rule 506) of the Securities Act of 1933. This transaction increased the company's cash position by $350,000 and expanded its outstanding share count and warrant obligations.
Guidance, Outlook, and Risks
The filing does not contain management commentary, financial guidance, or an outlook for future periods. Key terms and contingencies associated with the transaction include:
- Warrant Exercise: Warrants may be exercised on a cashless basis after 12 months if no effective registration statement covers the underlying shares.
- Registration Rights: Investors were granted "piggy-back" registration rights for 12 months from the closing date.
- Adjustments: Warrant terms are subject to adjustment upon the occurrence of certain events.
Investor Verification Checklist
- Verify the company name discrepancy: The filing is for BioZone Pharmaceuticals, Inc., not Cocrystal Pharma, Inc.
- Confirm the total dilution impact of the 700,000 new shares and the potential 350,000 shares underlying the warrants.
- Review the "Form of Subscription Agreement" and "Form of Warrant" (Exhibits 10.1 and 10.2) for specific adjustment clauses.
- Check subsequent filings to determine if the company filed a registration statement to allow cash exercise of the warrants after the 12-month period.