Business Context and Reporting Period
Cocrystal Pharma, Inc., a Delaware corporation, filed this Form 8-K on March 25, 2015, to report a private placement offering of unregistered equity securities. The company is headquartered in Bothell, WA.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, or margins) as it reports a specific capital event rather than periodic financial results.
- Total Investor Commitments: $15,000,000
- Shares Issued: 16,304,350 shares of common stock
- Purchase Price: $0.92 per share
- Funds Received: Over 50% of committed funds received as of the report date; remaining funds expected within one week.
- Use of Proceeds: Working capital and general corporate purposes.
Material Changes and Transaction Details
The primary material change is the execution of a private placement offering. Key details include:
- Participants: Included all seven members of the Board of Directors and Dr. Roger Kornberg, the Chief Scientist.
- Regulatory Condition: A subscription of $3,187,667 by Chairman Dr. Raymond F. Schinazi is subject to the expiration or early termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period.
- First Refusal Rights: Existing holders under a Stockholder Rights Agreement (from the November 2014 merger with RFS Pharma, LLC) have until April 15, 2015, to participate. If exercised, current investor allocations will be reduced pro rata to maintain the $15,000,000 cap, with excess funds refunded.
- Exemption: Securities were sold under Section 4(a)(2) of the Securities Act and Rule 506 to accredited investors without general solicitation.
Guidance, Outlook, and Risks
The filing does not provide forward-looking financial guidance or operational outlook beyond the stated use of proceeds for working capital. The primary contingency noted is the potential adjustment of share allocations if existing stockholders exercise their rights of first refusal by April 15, 2015.
Investor Verification Checklist
- Verify the final closing status of Dr. Raymond F. Schinazi's $3,187,667 subscription pending Hart-Scott-Rodino clearance.
- Monitor whether any existing stockholders exercise rights of first refusal by April 15, 2015, which could alter the final share count and investor pro-rata allocations.
- Confirm the total cash received against the $15,000,000 commitment once the remaining funds are deposited.
- Review the attached Securities Purchase Agreement (Exhibit 10.1) for specific covenants and restrictions on the new shares.