SEC Comment Letter for Cocrystal Pharma, Inc. (COCP) (CIK 0001412486) (COCP) — May 28, 2015
Cocrystal Pharma, Inc. (COCP) (CIK 0001412486)
Date: May 28, 2015 · CIK: 0001412486 · Accession: 0000000000-15-028506
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-55158
Letter
May 27, 2015 Via E-Mail Gerald McGuire Chief Financial Officer Cocrystal Pharma, Inc. 19805 North Creek Parkway Bothell, Washington 98011
Re: Cocrystal Pharma, Inc. Preliminary Proxy Statement on Schedule 14A Filed May 20, 2015 File No. 000-55158
Dear Mr. McGuire :
We have limited our review of your preliminary information statement to the issue we have addressed in our comment. Please respond to this letter by revising the preliminary information statement . Where you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
After reviewing any information you provide in response to this comment, we may have additional comments .
1. Please revise your disclosure in your preliminary information statement to disclose whether you have any plans, agreements, arrangements or understanding with respect to the shares of authorized stock that will become available for issuance as a result of your planned reverse stock split . If so, please disclose all material terms of such issuance(s).
We urge all persons who are responsible for the accuracy and adequacy of the dis closure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s dis closure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comment, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accura cy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
Gerald McGuire Cocrystal Pharma, Inc. May 27 , 2015 Page 2
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Staff Attorney Preston Brewer at (202) 551 -3969 , Legal Branch Chief Dan Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Daniel Greenspan for
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May 27, 2015 Via E-Mail Gerald McGuire Chief Financial Officer Cocrystal Pharma, Inc. 19805 North Creek Parkway Bothell, Washington 98011 Re: Cocrystal Pharma, Inc. Preliminary Proxy Statement on Schedule 14A Filed May 20, 2015 File No. 000-55158 Dear Mr. McGuire : We have limited our review of your preliminary information statement to the issue we have addressed in our comment. Please respond to this letter by revising the preliminary information statement . Where you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing any information you provide in response to this comment, we may have additional comments . 1. Please revise your disclosure in your preliminary information statement to disclose whether you have any plans, agreements, arrangements or understanding with respect to the shares of authorized stock that will become available for issuance as a result of your planned reverse stock split . If so, please disclose all material terms of such issuance(s). We urge all persons who are responsible for the accuracy and adequacy of the dis closure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s dis closure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comment, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accura cy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and Gerald McGuire Cocrystal Pharma, Inc. May 27 , 2015 Page 2 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Staff Attorney Preston Brewer at (202) 551 -3969 , Legal Branch Chief Dan Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -Mail Michael Harris , Esq. Cocrystal Pharma, Inc.