Business Context and Reporting Period
This Form 8-K is a current report filed by Biozone Pharmaceuticals, Inc. (not Cocrystal Pharma, Inc.) on October 17, 2013, covering events occurring from October 7 through October 9, 2013. The company is incorporated in Nevada and is headquartered in Englewood Cliffs, New Jersey.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or total debt levels. The only specific financial data disclosed relates to a capital transaction:
- Shares Issued: 4,080,943 shares of common stock.
- Conversion Price: $0.20 per share.
- Transaction Value: Approximately $816,189 (calculated as 4,080,943 shares x $0.20).
- Debt Impact: All amounts due and outstanding under the converted notes were satisfied.
Material Changes
The primary material change reported is the unregistered sale of equity securities. The company converted outstanding notes held by seven noteholders into common stock. This transaction eliminated the specific debt obligations associated with those notes and increased the company's outstanding share count.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or discussion of future risks. The transaction was executed in reliance upon the exemption provided by Section 3(a)(9) under the Securities Act of 1934. No unusual items or contingencies were disclosed beyond the note conversion.
Investor Verification Checklist
- Verify the exact number of shares outstanding post-conversion to assess dilution impact.
- Confirm the identity of the seven noteholders and whether they are related parties.
- Review the company's latest 10-K or 10-Q to understand the remaining debt load and liquidity position after this specific note satisfaction.
- Check for any subsequent filings regarding the registration rights of the newly issued shares.