UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2018
Cocrystal Pharma, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38418 | 35-2528215 | ||
|
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
19805 N. Creek Parkway Bothell, WA |
98011 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (786) 459-1831
(Former name or former address, if changed since last report.): N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01. Entry into a Material Definitive Agreement.
On March 20, 2019, Cocrystal Pharma, Inc. (the “Company”) and Alliance Global Partners (“AGP”) entered into an amendment (the “Amendment”) to the Equity Distribution Agreement, dated July 19, 2018 (the “Distribution Agreement”) by and among the Company, Ladenburg Thalmann & Co. Inc. (“Ladenburg”), Barrington Research Associates, Inc. (“Barrington”) and AGP, previously disclosed in Current Report on Form 8-K filed on July 20, 2018. The Amendment provides that the termination of the engagement of Ladenburg and Barrington as the sales agents pursuant to the Distribution Agreement shall not affect the validity of the Distribution Agreement to the extent it governs AGP’s engagement as the sales agent under the Distribution Agreement. In addition, the Company and AGP agreed that the sales of the Company’s common stock pursuant to the Distribution Agreement would be suspended until such later date as the Company shall notify AGP.
Previously, on December 14, 2018, the Company received notice from Ladenburg regarding the termination of its engagement as the sales agent pursuant to the Distribution Agreement. Barrington’s engagement as the sales agent under the Distribution Agreement was terminated on March 21, 2019. Pursuant to the terms of the Distribution Agreement, Barrington was to act as a “qualified independent underwriter,” in accordance with FINRA Rule 5121, due to Ladenburg’s conflict of interest resulting from the beneficial ownership by Dr. Phillip Frost, a director of the Company, as of July 19, 2018, of more than 10% of the Company’s common equity and more than 10% of the common equity of Ladenburg’s parent, Ladenburg Thalmann Financial Services, Inc.
The above description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
To the extent required by Item 1.02, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment to Equity Distribution Agreement, dated March 20, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cocrystal Pharma, Inc. | ||
| Dated: March 26, 2019 | By: | /s/ James Martin |
| James Martin | ||
| Chief Financial Officer | ||
Cocrystal Pharma, Inc.
19805 N. Creek Parkway
Bothell, WA 98011
March 20, 2019
VIA EMAIL : [ccat@allianceg.com]
Alliance Global Partners /A.G.P
590 Madison Avenue, 36 th Floor
New York, New York 10022
RE: Amendment and Submission of Equity Distribution Agreement
Ladies and Gentlemen:
Reference is made to the Equity Distribution Agreement entered into with you and certain other broker-dealers on July 19, 2018 (the “Agreement”). In connection with the terminating of the Agreement with Barrington Research Associates, Inc. (“Barrington”) and suspending the Agreement as to Alliance Global Partners (“AGP”), Cocrystal Pharma, Inc. (the “Company”) and AGP each agree to amend the Agreement in order to provide that the termination under Section 11(b) of the Agreement as to Barrington shall not affect the validity of the Agreement and that the suspension by the Company shall be on an interim basis until such later date as the Company may give notice to AGP.
Please execute a copy of this letter agreement indicating that the Agreement shall be amended.
| Sincerely yours, | |
| COCRYSTAL PHARMA, INC. |
| By: | /s/ James Martin | |
| James Martin | ||
| Chief Financial Officer |
Alliance Global Partners//A.G.P
March 20, 2019
Page 2
We hereby agree to the foregoing:
Alliance Global Partners//A.G.P
| By: | /s/ Thomas J. Higgins | |
| Thomas J. Higgins | ||
| Managing Director, Investment Banking |
| cc: | Mr. Gary Wilcox (via email) | |
| Michael D. Harris, Esq. (via email) |