SEC Filing Summary: Biozone Pharmaceuticals, Inc. (8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Biozone Pharmaceuticals, Inc. (not Cocrystal Pharma, Inc.) on December 26, 2013, covering events occurring on December 19, 2013. The company is incorporated in Nevada and is headquartered in Englewood Cliffs, NJ.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or liquidity ratios. The report focuses exclusively on a specific capital transaction.
Material Changes
On December 19, 2013, the company executed a significant equity transaction under Item 3.02 (Unregistered Sales of Equity Securities):
- Transaction: Issuance of 12,946,891 shares of common stock to six noteholders.
- Conversion Terms: Notes were converted at a price of $0.20 per share (adjusted from a previous $0.10 per share).
- Outcome: All amounts due and outstanding under the converted notes were fully satisfied.
- Regulatory Basis: The securities were issued in reliance on the exemption provided by Section 3(a)(9) of the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, risk factors, or discussion of contingencies beyond the specific note conversion event.
Investor Verification Checklist
- Verify the total number of shares outstanding post-conversion to assess dilution impact.
- Confirm the aggregate principal amount of the notes converted to understand the debt reduction value.
- Review the company's subsequent filings to determine if the Section 3(a)(9) exemption was properly applied and if any registration rights were triggered.
- Check for any related party transactions involving the six noteholders.