UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into Material Definitive Agreement.
On July 31, 2026, Cocrystal Pharma, Inc. (the “Company” or “Cocrystal”) entered into a Securities Purchase Agreement (“SPA”) with OPKO Health, Inc., an accredited investor (the “Purchaser”), pursuant to which the Company sold and issued to the Purchaser a total of 5,474,053 shares of the Company’s common stock at a purchase price of $0.9134 per share, the Nasdaq Consolidated Bid Price on the trading day of closing, resulting in gross proceeds to the Company of $5.0 million.
Dr. Phillip Frost, Charman and Chief Executive Officer of the Purchaser, is co-founder, director and principal stockholder of the Company.
The Company intends to use the net proceeds from this offering, after deducting offering expenses, for the advancement of its preclinical and clinical drug candidate programs, and for general corporate purposes and working capital.
The foregoing description of the terms of the SPA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of the SPA, a copy of which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sale of Equity Securities.
The information contained in Item 1.01 is incorporated by reference into this Item 3.02. The sale of shares was exempt from registration based upon Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder. The Purchaser is an accredited investor and acquired the shares for investment.
Item 7.01 Regulation FD Disclosure.
On August 3, 2026, the Company issued a press release announcing the private placement described above in Item 1.01. A copy of the press release is furnished as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Form of Securities Purchase Agreement | |
| 99.1 | Press Release Dated August 3, 2026 | |
| 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: August 3, 2026 | By: | /s/ James Martin |
| Name: | James Martin | |
| Title: | Chief Financial Officer | |