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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 |
|
(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.): 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 3, 2026, the Board of Directors (the “Board”) of Cocrystal Pharma, Inc. (the “Company”) appointed James
Sapirstein as the Chief Executive Officer of the Company, effective immediately, pursuant to the terms of an employment offer letter (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Sapirstein is entitled to the following: (i) an
initial annual base salary of $265,000; and (ii) an annual performance bonus equal to 50% of his base salary, based upon the achievement
of performance targets established by the Board. In addition, Mr. Sapirstein received an initial grant of 10-year stock options to purchase
235,000 shares of the Company’s common stock under the Company’s 2025 Equity Incentive Plan (the “Option Grant”).
The Option Grant is exercisable at an exercise price of $1.05, which represents the closing price of the Company’s common stock
on the date of grant, and vests in four equal annual installments beginning on June 3, 2027, subject to Mr. Sapirstein’s continued
employment with the Company. In the event of a Change in Control (as defined in the Offer Letter), the Option Grant shall accelerate
and vest in full. In the event of a termination without Cause (as defined in the Offer Letter), 50% of the then unvested options under
the Option Grant shall accelerate and become fully vested upon such termination.
In
addition, subject to his continued employment, achievement of performance targets established by the Board, and approval of the Compensation
Committee, the Offer Letter also provides for a subsequent grant to Mr. Sapirstein of options to purchase an additional 235,000 shares
of the Company’s common stock on the six-month anniversary of his start date, with an exercise price equal to the closing price
of the common shares on the date of such grant. Subject to the foregoing, these options will vest in four equal annual installments on
each anniversary of the date of grant, subject to Mr. Sapirstein’s continued employment with the Company.
Prior
to joining the Company, Mr. Sapirstein, age 64, served as Chief Executive Officer of Entero Therapeutics, Inc. (Nasdaq: ENTO), a biopharmaceutical
company then focused on developing therapies for gastrointestinal diseases, from October 2019 to February 2025 and as a consultant from
February 2025 to March 2026.
Mr.
Sapirstein replaces Sam Lee and James Martin, who served as the Company’s Co-Chief Executive Officers. Mr. Lee continues in his
role as President and in such capacity also serves as the Company’s Chief Scientific Officer. Mr. Martin continues in his role
as Chief Financial Officer.
There
are no arrangements or understandings between Mr. Sapirstein and any other persons, pursuant to which he was selected as Chief Executive
Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Sapirstein, and there are no
related party transactions involving Mr. Sapirstein that would require disclosure under Item 404(a) of Regulation S-K.
The
foregoing description of the terms of the Offer Letter is not complete and is qualified in its entirety by the full text of the Offer
Letter filed herewith as Exhibit 10.1, which is incorporated by reference into this Item 5.02.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| 10.1 |
|
Employment Offer Letter between Cocrystal Pharma, Inc. and James Sapirstein |
| 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 9, 2026 |
By: |
/s/ James Martin |
| |
Name: |
James
Martin |
| |
Title: |
Chief
Financial Officer |
