Cocrystal Pharma prices $4.7 million direct offering at $1.70 per share

The offering and its price

Cocrystal Pharma, Inc. (Nasdaq: COCP) said on September 12, 2025 that it had entered into definitive agreements to sell 2,764,710 shares of common stock, or common stock equivalents in lieu of shares, at $1.70 a share. The deal is a registered direct offering priced at-the-market under Nasdaq rules. The company expected the offering to close on or about September 15, 2025, subject to customary closing conditions.

Gross proceeds before the placement agent's fees and other offering expenses were expected to be approximately $4.7 million. The company intends to use the net proceeds for working capital and general corporate purposes. The press release gives no cash balance, no loss figure and no share count outstanding.

Banks, counsel and the shelf

H.C. Wainwright & Co. is acting as the exclusive placement agent. The release gives its New York address for copies of the prospectus supplement and does not state the fee it will earn. It names no legal counsel for the company or the placement agent, and no other financial adviser.

The shares are offered under a shelf registration statement on Form S-3, File No. 333-271883, which the SEC declared effective on May 26, 2023. The offering is made only by a prospectus supplement and the accompanying prospectus, which the company said would be filed with the SEC.

Warrants and what they could add

In a concurrent private placement, the company will issue unregistered warrants to purchase up to 5,529,420 shares of common stock at $1.50 a share. The warrants, which are not registered under the Securities Act, are exercisable on issuance and expire twenty-four months from the effective date of the registration statement covering the resale of the underlying shares.

The company says the warrants could bring approximately $8.3 million of additional gross proceeds if exercised in full for cash. It also says "No assurance can be given that any of such short-term warrants will be exercised." The warrant exercise price of $1.50 sits below the $1.70 offering price. The release's headline figure of up to $13 million is a ceiling that depends on investors choosing to exercise.

A platform company with no approved drug

Cocrystal describes itself as a clinical-stage biotechnology company developing small molecule antivirals against RNA viruses, including influenza virus, coronaviruses such as SARS-CoV-2 and MERS-CoV, norovirus and hepatitis C virus. In its annual report filed March 31, 2025, it says it has identified promising discovery, preclinical and clinical stage compounds. Those are the company's words, not findings from a completed trial.

Its method combines computational chemistry, medicinal chemistry and X-ray crystallography. It determines the structures of cocrystals in which inhibitors are bound to a viral enzyme or protein and uses them to guide structure-based drug design. The company says it developed this approach under the guidance of Dr. Roger Kornberg, its Chief Scientist and chairman of both its Scientific Advisory Board and its Board of Directors, who received the Nobel Prize in Chemistry in 2006.

The company says its goal is broad-spectrum antivirals with a high barrier to drug resistance, and it points to the 2009 swine influenza pandemic, when the predominant strain was resistant to the best available therapies, and to the Omicron variant, which showed increased resistance to vaccines and treatments. Those examples show the scientific problem it faces. They do not show that its own candidates solve it, and the release reports no clinical results.

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