Item 1.01 Entry Into a Material Definitive Agreement.
On
Sales of the Shares, if any, may be made by any method permitted by law deemed
to be an "at-the-market" offering as defined in Rule 415 of the Securities Act
of 1933 (the "Securities Act"), including without limitation sales made directly
on or through The Nasdaq Capital Market, the trading market for the Company's
common stock, or any other existing trading market in
The Shares are being offered and sold pursuant to a prospectus supplement filed
with the
The Agreement contains representations, warranties and covenants customary for the transactions of this kind. The representations, warranties and covenants contained in the Agreement were made only for purposes of that agreement and as of specific dates, and were solely for the benefit of the parties to the Agreement. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Registration Statement relating to these securities has been filed with the Commission and has been declared effective.
The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 At-The-Market Offering Agreement, datedJuly 1, 2020 , by and betweenCocrystal Pharma, Inc. andH.C. Wainwright & Co., LLC . 5.1 Opinion ofNason, Yeager, Gerson, Harris & Fumero, P.A ., regarding validity of the securities to be issued. 23.1 Consent ofNason, Yeager, Gerson, Harris & Fumero, P.A . (included in Exhibit 5.1).
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