8-K - COCP - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of The Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): June 2, 2020

CocrystalPharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38418	35-2528215
(State<br> or other Jurisdiction<br><br> <br>of<br> Incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
19805<br> N. Creek Parkway<br><br> <br>Bothell,<br> WA	98011
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (786) 459-1831

(Former name or former address, if changed since last report.):

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement<br> 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. [ ]

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock	COCP	The<br> Nasdaq Stock Market LLC <br><br> (The Nasdaq Capital Market)

Item1.02 Termination of a Material Definitive Agreement.

On June 2, 2020, Cocrystal Pharma, Inc. (the “Company”) provided written notice to A.G.P./Alliance Global Partners (“AGP”) of its election to terminate the Amended and Restated Equity Distribution Agreement, dated October 30, 2019, by and between the Company and AGP, as amended on January 29, 2020 (the “Agreement”). The termination of the Agreement was effective June 3, 2020.

The material terms of the Agreement are summarized in the Company’s Current Reports on Form 8-K filed on October 30, 2019 and January 29, 2020, which are incorporated herein by reference. Such summaries do not purport to be complete and are qualified in their entirety by the full text of the Agreement and amendment thereto, each of which were filed as exhibits to the above-referenced Current Reports on Form 8-K.

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:<br> June 8, 2020	By:	/s/ James Martin
	Name:	James<br> Martin
	Title:	Chief<br> Financial Officer