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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 25, 2025
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: (786) 459-1831
(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
June 25, 2025, the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Cocrystal Pharma, Inc. (the “Company”)
was held. At the 2025 Annual Meeting, the Company’s stockholders voted on (i) the election of six members of the Company’s
Board of Directors for a one-year term expiring at the next annual meeting of stockholders (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,
2025 (Proposal 2); (iii) approval of the Company’s 2025 Equity Incentive Plan (Proposal 3); and (iv) approval of an adjournment
of the 2025 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 Annual Meeting to approve any of the proposals presented for a vote at the 2025 Annual Meeting (Proposal
4), all as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission
on May 5, 2025.
Set
forth below are the voting results on each matter submitted to the stockholders at the 2025 Annual Meeting.
Proposal
1. The Company’s stockholders voted to elect the following six individuals as directors to hold office until the next annual
meeting of stockholders:
| Nominee |
|
Votes
For |
|
Abstentions |
|
Broker
Non-Votes |
| Dr.
Roger Kornberg |
|
4,386,691 |
|
106,487 |
|
2,136,203 |
| Dr.
Phillip Frost |
|
4,344,444 |
|
148,734 |
|
2,136,203 |
| Mr.
Fred Hassan |
|
4,440,602 |
|
52,576 |
|
2,136,203 |
| Dr.
Anthony Japour |
|
4,368,008 |
|
125,170 |
|
2,136,203 |
| Mr.
Richard C. Pfenniger, Jr. |
|
4,330,382 |
|
162,795 |
|
2,136,203 |
| Mr.
Steven Rubin |
|
3,954,490 |
|
538,688 |
|
2,136,203 |
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, 2025.
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 6,166,964 |
|
452,222 |
|
10,193 |
Proposal
3. The Company’s stockholders voted to approve the Company’s 2025 Equity Incentive Plan.
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 3,764,418 |
|
714,962 |
|
13,797 |
As
there were sufficient votes to approve Proposals 1 through 3, Proposal 4 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 1, 2025 |
By: |
/s/
James Martin |
| |
Name: |
James
Martin |
| |
Title: |
Chief
Financial Officer and Co-Chief Executive Officer |
