UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
In connection with the At-The-Market Offering Agreement entered into between Cocrystral Pharma, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”) on July 1, 2020 (the “Agreement”), on June 15, 2023 the Company filed a prospectus supplement under its replacement shelf registration statement on Form S-3 (File No. 333-271883) (the “Registration Statement”) for the offering of up to $7,250,000 shares of common stock (the “Shares”) pursuant to the Agreement. The Agreement, including a description of the material terms thereof was previously disclosed in the Company’s Current Report on Form 8-K filed on July 2, 2020, and a copy of the Agreement was filed as Exhibit 1.1 thereto. This Current Report on Form 8-K is being filed to incorporate by reference into the Registration Statement the opinion and consent of the Company’s counsel with respect to the validity of the Shares being offered and sold in the offering, which are filed as Exhibits 5.1 and 23.1, respectively, to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 5.1 | Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. | |
| 23.1 | Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A. (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | ||
| Date: June 15, 2023 | By: | /s/ James Martin |
| Name: | James Martin | |
| Title: | Co-Chief Executive Officer and Chief Financial Officer | |