Business Context and Reporting Period
This Form 8-K is filed by BioZone Pharmaceuticals, Inc. (not Cocrystal Pharma, Inc.) for the reporting period of January 11, 2012. The company is incorporated in Nevada and is headquartered in Englewood Cliffs, NJ. The filing reports on unregistered sales of equity securities.
Key Financial Metrics
The filing details a capital raise event rather than operational financial performance.
- Gross Proceeds: $300,000
- Securities Sold: 600,000 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.
Material Changes
The primary material change is the issuance of 600,000 units to accredited investors, resulting in a $300,000 increase in cash proceeds. The securities were sold in reliance on the exemption from registration under Section 4(2) and Regulation D (Rule 506) of the Securities Act of 1933.
Outlook, Risks, and Contingencies
Warrant Terms: Warrants may be exercised on a cashless basis after 12 months if no effective registration statement covers the underlying shares. Investors have been granted "piggy-back" registration rights for 12 months from the closing date.
Risks: The filing does not explicitly list operational risks or contingencies beyond the standard terms of the unregistered sale.
Investor Verification Checklist
- Verify the company name discrepancy: The filing is for BioZone Pharmaceuticals, Inc., not Cocrystal Pharma, Inc.
- Confirm the dilution impact of the 600,000 new shares and the potential 300,000 shares underlying the warrants.
- Review the "Form of Subscription Agreement" and "Form of Warrant" (Exhibits 10.1 and 10.2) for specific adjustment provisions.
- Assess the company's cash runway given the $300,000 raise, as no other liquidity data is provided in this document.