SEC Company Response from Cocrystal Pharma, Inc. (COCP) (CIK 0001412486) (COCP) — May 4, 2020
Cocrystal Pharma, Inc. (COCP) (CIK 0001412486)
Date: May 4, 2020 · CIK: 0001412486 · Accession: 0001493152-20-007658
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-237738
Referenced dates: April 27, 2020
Letter
Via EDGAR Division of Corporation Finance Re: Cocrystal Pharma, Inc. Registration Statement on Form S-3 Filed April 17, 2020 File No. 333-237738
Dear Mr. Buchmiller:
Please find our response to the comments received from you in your letter dated April 27, 2020 related to the Registration Statement on Form S-3 (the “Registration Statement”) for Cocrystal Pharma, Inc. (the “Company”) filed April 17, 2020. We have reproduced your comments below.
Registration Statement on Form S-3
Description of Capital Stock, page 2
1. Please revise the prospectus to provide a description of the units. Refer to Item 9 of Form S-3 and Item 202 of Regulation S-K.
Response to Comment No. 1:
In response to the staff’s comment, the requested disclosure has been added at page 4 of the prospectus.
Incorporation of Certain Information by Reference, page 10
2. We note that you have not incorporated by reference all applicable Exchange Act filings made prior to the effective date of the registration statement. Please revise to incorporate by reference your Current Reports on Form 8-K filed on January 29, 2020, January 31, 2020, February 24, 2020, March 4, 2020, March 13, 2020, April 20, 2020 and April 22, 2020. For guidance, please refer to Item 12(a)(2) of Form S-3 and Question 123.05 of the Securities Act Forms Compliance and Disclosure Interpretations.
Securities and Exchange Commission
May 4, 2020
Page
Response to Comment No. 2:
In response to the staff’s comment, the requested disclosure has been added at page 10 of the prospectus.
3. We note that your registration statement incorporates by reference your Form 10-K for the fiscal year ended December 31, 2019, which in turn incorporates by reference certain Part III information from a definitive proxy statement that you have not yet filed. Please be advised that we cannot accelerate the effective date of your registration statement until you have amended your Form 10-K to include the Part III information or have filed a definitive proxy statement which includes such information. For guidance, please refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations.
Response to Comment No. 3:
The Company filed a definitive proxy statement containing the Part III information on April 28, 2020.
Exhibit 3.1 – Certificate of Incorporation, as amended, page II-2
4. We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please revise your prospectus to clearly describe this provision and to describe any risks or other impacts on investors. Risks may include, but are not limited to, increased costs to bring a claim and that these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial forum that they find favorable. Also disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing document states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.
Securities and Exchange Commission
May 4, 2020
Page
Response to Comment No. 4:
In response to the staff’s comment, the requested disclosure has been added at page 7 of the prospectus.
Exhibit 5.1 – Legal Opinion, page II-2
5. Please have counsel revise the opinion to opine that the warrants will be binding obligations of the company in accordance with Section II.B.1.f of Staff Legal Bulletin No. 19, and that the units will be binding obligations of the company in accordance with Section II.B.1.h of Staff Legal Bulletin No. 19.
Response to Comment No. 5:
In response to the staff’s comment, the Company’s counsel has made the requested revisions to Exhibit 5.1.
Should the staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss these comments or questions with the staff prior to the distribution of another comment letter. Please direct any questions concerning this response letter to Michael Harris, the Company’s legal counsel, at 561-471-3507, mharris@nasonyeager.com.
Sincerely
yours,
/s/
James Martin
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CORRESP
1
filename1.htm
Cocrystal
Pharma, Inc.
9805
North Creek Parkway
Bothell,
Washington
May
4, 2020
Via
EDGAR
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
Washington,
DC 20549
Re:
Cocrystal
Pharma, Inc.
Registration
Statement on Form S-3
Filed
April 17, 2020
File
No. 333-237738
Dear
Mr. Buchmiller:
Please
find our response to the comments received from you in your letter dated April 27, 2020 related to the Registration Statement
on Form S-3 (the “Registration Statement”) for Cocrystal Pharma, Inc. (the “Company”) filed April 17,
2020. We have reproduced your comments below.
Registration
Statement on Form S-3
Description
of Capital Stock, page 2
1. Please
revise the prospectus to provide a description of the units. Refer to Item 9 of Form
S-3 and Item 202 of Regulation S-K.
Response
to Comment No. 1:
In
response to the staff’s comment, the requested disclosure has been added at page 4 of the prospectus.
Incorporation
of Certain Information by Reference, page 10
2. We
note that you have not incorporated by reference all applicable Exchange Act filings
made prior to the effective date of the registration statement. Please revise to incorporate
by reference your Current Reports on Form 8-K filed on January 29, 2020, January 31,
2020, February 24, 2020, March 4, 2020, March 13, 2020, April 20, 2020 and April 22,
2020. For guidance, please refer to Item 12(a)(2) of Form S-3 and Question 123.05 of
the Securities Act Forms Compliance and Disclosure Interpretations.
Securities
and Exchange Commission
May
4, 2020
Page
2
Response
to Comment No. 2:
In
response to the staff’s comment, the requested disclosure has been added at page 10 of the prospectus.
3. We
note that your registration statement incorporates by reference your Form 10-K for the
fiscal year ended December 31, 2019, which in turn incorporates by reference certain
Part III information from a definitive proxy statement that you have not yet filed. Please
be advised that we cannot accelerate the effective date of your registration statement
until you have amended your Form 10-K to include the Part III information or have filed
a definitive proxy statement which includes such information. For guidance, please refer
to Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations.
Response
to Comment No. 3:
The
Company filed a definitive proxy statement containing the Part III information on April 28, 2020.
Exhibit
3.1 – Certificate of Incorporation, as amended, page II-2
4. We
note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please revise your prospectus to clearly describe this provision and to
describe any risks or other impacts on investors. Risks may include, but are not limited
to, increased costs to bring a claim and that these provisions can discourage claims
or limit investors’ ability to bring a claim in a judicial forum that they find
favorable. Also disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty
or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder. If the provision applies to Securities Act
claims, please also revise your prospectus to state that there is uncertainty as to whether
a court would enforce such provision and that investors cannot waive compliance with
the federal securities laws and the rules and regulations thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange Act, please also
ensure that the exclusive forum provision in the governing document states this clearly,
or tell us how you will inform investors in future filings that the provision does not
apply to any actions arising under the Securities Act or Exchange Act.
Securities
and Exchange Commission
May
4, 2020
Page
3
Response
to Comment No. 4:
In
response to the staff’s comment, the requested disclosure has been added at page 7 of the prospectus.
Exhibit
5.1 – Legal Opinion, page II-2
5. Please
have counsel revise the opinion to opine that the warrants will be binding obligations
of the company in accordance with Section II.B.1.f of Staff Legal Bulletin No. 19, and
that the units will be binding obligations of the company in accordance with Section
II.B.1.h of Staff Legal Bulletin No. 19.
Response
to Comment No. 5:
In
response to the staff’s comment, the Company’s counsel has made the requested revisions to Exhibit 5.1.
Should
the staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to
discuss these comments or questions with the staff prior to the distribution of another comment letter. Please direct any questions
concerning this response letter to Michael Harris, the Company’s legal counsel, at 561-471-3507, mharris@nasonyeager.com.
Sincerely
yours,
/s/
James Martin
James
Martin, Chief Financial Officer