Business Context and Reporting Period
Cocrystal Pharma, Inc. (COCP), a Delaware corporation, filed this Form 8-K on July 31, 2026, to report a material definitive agreement and the unregistered sale of equity securities. The company is listed on The Nasdaq Capital Market.
Key Financial Metrics and Transaction Details
- Transaction Type: Private placement of common stock via Securities Purchase Agreement (SPA).
- Purchaser: OPKO Health, Inc. (an accredited investor).
- Shares Issued: 5,474,053 shares of common stock.
- Price Per Share: $0.9134 (Nasdaq Consolidated Bid Price on the trading day of closing).
- Gross Proceeds: $5.0 million.
- Use of Proceeds: Advancement of preclinical and clinical drug candidate programs, general corporate purposes, and working capital.
Material Changes and Related Party Information
The filing discloses a related party transaction. Dr. Phillip Frost, Chairman and CEO of the Purchaser (OPKO Health, Inc.), is also a co-founder, director, and principal stockholder of Cocrystal Pharma, Inc. The sale was exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D.
Guidance, Outlook, and Risks
Management intends to utilize the net proceeds to advance its drug development pipeline. The filing references a press release issued on August 3, 2026, regarding this private placement. The filing text does not provide specific forward-looking financial guidance, updated risk factors, or details on contingencies beyond the standard disclosure that the SPA description is qualified by reference to the full agreement.
Key Facts for Investor Verification
- Verify the exact number of shares outstanding post-transaction to assess dilution impact.
- Confirm the relationship and potential conflicts of interest involving Dr. Phillip Frost as a principal stockholder and director.
- Review the full Securities Purchase Agreement (Exhibit 10.1) for any registration rights, lock-up periods, or other covenants not detailed in the summary.
- Monitor the company's cash burn rate relative to the $5.0 million gross proceeds to determine runway for clinical programs.