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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 3, 2026
Cocrystal
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38418 |
|
35-2528215 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
19805
N. Creek Parkway
Bothell,
WA |
|
98011 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (877) 262-7123
(Former
name or former address, if changed since last report.): n/a
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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
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
Stock |
|
COCP |
|
The
Nasdaq Stock Market, LLC
(The Nasdaq Capital Market) |
Item
7.01 Regulation FD Disclosure
On
June 3, 2026, Cocrystal Pharma, Inc. (the “Company”) issued a press release announcing James Sapirstein’s appointment
as Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1.
The
information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed
to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| 99.1 |
|
Press Release dated June 3, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
June 3, 2026 |
By: |
/s/
James Martin |
| |
Name: |
James
Martin |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1

Cocrystal
Pharma Appoints James Sapirstein, Biopharma Industry Leader with Extensive Antiviral Development Experience, as Chief Executive Officer
BOTHELL,
Wash., June 3, 2026 – Cocrystal Pharma Inc. (Nasdaq: COCP) (“Cocrystal” or the “Company”), a clinical-stage
biotechnology company developing novel therapeutics to meet the growing need for effective, safe antiviral treatments, has appointed
James Sapirstein Chief Executive Officer, effective immediately. The Company also plans to appoint Mr. Sapirstein as a member of the
Board of Directors. He has extensive pharmaceutical industry leadership and development experience. Mr. Sapirstein replaces Sam Lee and
Jim Martin, who served as Co-Chief Executive Officers. Sam Lee will continue as President and transition to Chief Scientific Officer,
and Jim Martin will continue as Chief Financial Officer.
“James
brings the right experience in the biopharma business as we’re accelerating the advancement of multiple clinical programs,”
said Roger Kornberg, Ph.D., Chairman of Cocrystal Pharma. “We have known him for many years, and our management team and board
are appreciative of his decision to join us as Chief Executive Officer.”
Mr.
Sapirstein commented, “Cocrystal’s pipeline comprises transformative antivirals developed using its structure based drug
discovery platform. We are well positioned with the right technology and team to create meaningful benefits for patients as well as our
shareholders. The potential to address the need for new antivirals is highly motivating for me with my product development and launch
background.”
Mr.
Sapirstein has participated in or led 23 product launches. He has also driven numerous business development transactions. Mr. Sapirstein
was Chief Executive Officer of Contravir Pharmaceuticals, served as the founding Chief Executive Officer of Tobira Therapeutics, and
as Executive Vice President, Metabolic and Endocrinology, for Serono Laboratories.
Earlier
in his career, he held senior marketing and commercialization positions, at Gilead Sciences and director of international marketing of
the infectious disease division at Bristol Myers Squibb.
Mr.
Sapirstein is a member of several industry boards and previously served as Chairman of BioNJ as well as Biotechnology Innovation Organization
board member for more than a decade. He is also a founding member of the board of advisors of the Miami Biotech Collective.
About
Cocrystal Pharma’s Structure-Based Drug Discovery Platform
Cocrystal
Pharma is leveraging its structure based drug discovery platform technology to design next generation antiviral candidates that precisely
target viral replication mechanisms. By binding to highly conserved regions of viral enzymes, the Company’s compounds aim to maintain
potency against mutating strains while minimizing off target effects, offering potentially safer, broad spectrum antiviral solutions.
This approach streamlines candidate identification and optimization, enabling more rapid progression of promising therapies with robust
resistance and safety profiles.
The
Company’s platform provides a three dimensional structure of inhibitor complexes at near-atomic resolution, providing immediate
insight to guide Structure Activity Relationships. This helps identify novel binding sites and enables a rapid turnaround of structural
information through highly automated X-ray data processing and refinement. This technology permits the development of novel broad spectrum
antivirals.
About
Cocrystal Pharma
Cocrystal
Pharma Inc. is a clinical stage biotechnology company discovering and developing novel antiviral therapeutics that target the replication
process of noroviruses, influenza viruses, coronaviruses (including SARS-CoV-2), and hepatitis C viruses. Cocrystal employs unique structure
based technologies to create viable antiviral drugs. For more information, visit www.cocrystalpharma.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the Company’s potential to address the need for new antivirals through its research and development of product
candidates. The words “believe,” “may,” “estimate,” “continue,” “anticipate,”
“intend,” “should,” “plan,” “could,” “target,” “potential,” “is
likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking
statements. We have based these forward-looking statements largely on our current expectations and projections about future events. Some
or all of the events anticipated by these forward-looking statements may not occur. Important factors that could cause actual results
to differ from those in the forward-looking statements include, but are not limited to, the risks and uncertainties arising from inflation,
affordability, the possibility of a recession, increases or other developments with respect to interest rates, uncertainty surrounding
the impacts arising from imposed and threatened tariffs and developments with respect thereto, and wars and geopolitical conflicts including
those in Ukraine and with Iran on our Company, our collaboration partners, and on the U.S. and global economies, including manufacturing
and research delays arising from raw materials and labor shortages, supply chain disruptions and other business interruptions including
any adverse impacts on our ability to obtain raw materials and test animals as well as similar problems with our vendors our and our
collaboration partners’ technology and software performing as expected, financial difficulties experienced by certain partners,
the results of future preclinical and clinical trials, general risks arising from clinical trials, receipt of regulatory approvals, regulatory
changes and potential litigation challenging initiatives and actions taken by the Trump Administration which could, among other things,
result in delays in regulatory approvals or limit access to federal funding for our programs, development of effective treatments and/or
vaccines by competitors, including as part of the programs financed by the U.S. government, potential mutations in a virus we are targeting
which may result in variants that are resistant to a product candidate we develop, and our liquidity. Further information on our risk
factors is contained in our filings with the SEC, including the “Risk Factors” in Item 1A of our Annual Report on Form 10-K
for the year ended December 31, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made.
Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict
all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future
developments or otherwise, except as may be required by law.
Investor
Contact:
Nicolas
Johnson
Russo
Partners
nic.johnson@russopartnersllc.com
(303)
482-6405
Media
Contact:
David
Schull
Russo
Partners
david.schull@russopartnersllc.com
(858)
717-2310