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Cocrystal Pharma (NASDAQ: COCP) investors reelect full board and ratify 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cocrystal Pharma, Inc. held its 2026 Annual Meeting of Stockholders on July 14, 2026. Stockholders voted on electing five directors, ratifying the independent auditor for the fiscal year ending December 31, 2026, and a possible adjournment to solicit additional proxies if needed.

All five director nominees were elected, with votes for each ranging from 5,914,522 to 6,293,331, and 2,860,552 broker non-votes recorded for each nominee. Stockholders ratified Weinberg & Company as the independent registered public accounting firm, with 9,181,034 votes for, 174,923 against, and 10,587 abstentions. Because Proposals 1 and 2 received sufficient support, the adjournment proposal was moot.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for top director nominee 6,293,331 votes Votes for Fred Hassan in Proposal 1 director elections at 2026 Annual Meeting
Lowest votes for director nominee 5,914,522 votes Votes for Steven Rubin in Proposal 1 director elections at 2026 Annual Meeting
Broker non-votes per director 2,860,552 shares Broker non-votes recorded for each director nominee in Proposal 1
Votes for auditor ratification 9,181,034 votes Votes for Proposal 2 to ratify Weinberg & Company for fiscal year ending December 31, 2026
Votes against auditor ratification 174,923 votes Votes against Proposal 2 ratifying Weinberg & Company as independent registered public accounting firm
Abstentions on auditor ratification 10,587 votes Abstentions on Proposal 2 at the 2026 Annual Meeting
broker non-votes regulatory
"Broker Non-Votes 2,860,552"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"appointment of Weinberg & Company as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
definitive proxy statement regulatory
"all as described in more detail in the Company’s definitive proxy statement filed"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
adjournment regulatory
"approval of an adjournment of the 2026 Annual Meeting to a later date or time"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Cocrystal Pharma (COCP) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing five directors, ratifying Weinberg & Company as independent auditor for 2026, and a potential adjournment proposal. These items were described in the definitive proxy statement filed May 27, 2026, and the meeting was held on July 14, 2026.

Were all director nominees elected at Cocrystal Pharma (COCP)’s 2026 Annual Meeting?

Yes, all five director nominees were elected to serve until the next annual meeting and until successors are qualified. Votes for individual nominees ranged from 5,914,522 to 6,293,331, with 2,860,552 broker non-votes recorded for each nominee and varying abstentions.

How did Cocrystal Pharma (COCP) stockholders vote on ratifying Weinberg & Company as auditor?

Stockholders strongly supported ratification of Weinberg & Company as independent registered public accounting firm for 2026, with 9,181,034 votes for, 174,923 against, and 10,587 abstentions. This approval confirms the company’s choice of auditor for the year ending December 31, 2026.

What are broker non-votes reported in Cocrystal Pharma (COCP)’s 2026 director elections?

For each director nominee, there were 2,860,552 broker non-votes. Broker non-votes occur when brokers hold shares for clients but are not instructed how to vote on non-routine matters, so those shares are not counted as for or against the proposals.

What happened to the adjournment proposal at Cocrystal Pharma (COCP)’s 2026 Annual Meeting?

The adjournment proposal was rendered moot because Proposals 1 and 2 received sufficient votes for approval. The adjournment item would have allowed postponing the meeting to solicit additional proxies if support for key proposals had been insufficient.

Who is serving as Cocrystal Pharma (COCP)’s independent registered public accounting firm for 2026?

Weinberg & Company will serve as independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders ratified this appointment with 9,181,034 votes for, 174,923 against, and 10,587 abstentions at the 2026 Annual Meeting.
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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): July 14, 2026

 

Cocrystal Pharma, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38418   35-2528215

(State or other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)   File Number)   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.):

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On July 14, 2026, the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Cocrystal Pharma, Inc. (the “Company”) was held. At the 2026 Annual Meeting, the Company’s stockholders voted on (i) the election of five members of the Company’s Board of Directors (Proposal 1); (ii) ratification of the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); and (iii) approval of an adjournment of the 2026 Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the 2026 Annual Meeting to approve any of the proposals presented for a vote at the 2026 Annual Meeting (Proposal 3), all as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 27, 2026.

 

Set forth below are the voting results on each matter submitted to the stockholders at the 2026 Annual Meeting.

 

Proposal 1. The Company’s stockholders voted to elect the following five individuals as directors to hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified:

 

Nominee   Votes For   Abstentions   Broker Non-Votes
Dr. Roger Kornberg   6,113,868   392,124   2,860,552
Dr. Phillip Frost   6,276,012   229,980   2,860,552
Mr. Fred Hassan   6,293,331   212,661   2,860,552
Mr. Richard C. Pfenniger, Jr.   5,964,606   541,386   2,860,552
Mr. Steven Rubin   5,914,522   591,470   2,860,552

 

Proposal 2. The Company’s stockholders voted to ratify the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

Votes For   Votes Against   Abstentions
9,181,034   174,923   10,587

 

As there were sufficient votes to approve Proposals 1 and 2, Proposal 3 was moot.

 

 

 

 

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: July 17, 2026 By: /s/ James Martin
  Name: James Martin
  Title: Chief Financial Officer

 

 

 

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