Cocrystal Pharma names James Sapirstein CEO

Cocrystal Pharma, Inc. appointed James Sapirstein as Chief Executive Officer, effective immediately, under an employment offer letter.

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Form Type

8-K

Rhea-AI Filing Summary

Cocrystal Pharma, Inc. appointed James Sapirstein as Chief Executive Officer, effective immediately, under an employment offer letter. He will receive an initial annual base salary of $265,000 and an annual performance bonus targeted at 50% of base salary, tied to Board-set goals.

Sapirstein was granted 10-year stock options to purchase 235,000 shares at an exercise price of $1.05, vesting in four equal annual installments beginning June 3, 2027, with accelerated vesting upon a Change in Control or certain terminations. The Offer Letter also contemplates a potential additional grant of options to purchase another 235,000 shares six months after his start date, subject to performance targets and approvals. He replaces prior Co-CEOs Sam Lee and James Martin, who continue as President/Chief Scientific Officer and Chief Financial Officer, respectively.

Insights

Cocrystal installs a single CEO with equity-heavy pay, while former co-CEOs remain in key roles.

Cocrystal Pharma appointed James Sapirstein as CEO with a relatively modest cash package—$265,000 base salary plus a 50% target bonus—and significant stock option incentives tied to long-term value and performance conditions.

The initial option grant for 235,000 shares at $1.05 and a potential second grant of the same size align his interests with shareholders through multi-year vesting and change-in-control protection. This structure encourages both retention and focus on share-price appreciation.

Leadership continuity remains through Sam Lee as President/Chief Scientific Officer and James Martin as CFO. Future disclosures in company filings may clarify how Sapirstein’s prior CEO experience at Entero Therapeutics translates into strategy at Cocrystal.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

CEO base salary: $265,000 per year Target bonus: 50% of base salary Initial option grant size: 235,000 shares +4 more

7 metrics

CEO base salary $265,000 per year Initial annual base salary for James Sapirstein as CEO

Target bonus 50% of base salary Annual performance bonus opportunity for CEO

Initial option grant size 235,000 shares 10-year stock options under 2025 Equity Incentive Plan

Option exercise price $1.05 per share Exercise price equals closing price on grant date

Potential additional grant 235,000 shares Possible options at six-month anniversary, performance-based

Vesting schedule 4 equal annual installments Applies to both initial and potential additional option grants

CEO option term 10 years Duration of stock options granted to James Sapirstein

Key Terms

Change in Control, termination without Cause, 2025 Equity Incentive Plan, performance bonus, +1 more

5 terms

Change in Control financial

"In the event of a Change in Control (as defined in the Offer Letter), the Option Grant shall accelerate and vest in full."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

termination without Cause financial

"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."

2025 Equity Incentive Plan financial

"stock options to purchase 235,000 shares of the Company’s common stock under the Company’s 2025 Equity Incentive Plan (the “Option Grant”)."

performance bonus financial

"an annual performance bonus equal to 50% of his base salary, based upon the achievement of performance targets established by the Board."

Nasdaq Capital Market financial

"Common Stock | | COCP | | The Nasdaq Stock Market, LLC (The Nasdaq Capital Market)"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did Cocrystal Pharma (COCP) announce on June 3, 2026?

Cocrystal Pharma appointed James Sapirstein as Chief Executive Officer, effective immediately. He replaces former Co-CEOs Sam Lee and James Martin, who remain as President/Chief Scientific Officer and Chief Financial Officer, providing continuity in scientific and financial leadership while centralizing overall management.

What is the salary and bonus structure for Cocrystal Pharma (COCP) CEO James Sapirstein?

James Sapirstein will receive an initial annual base salary of $265,000 and an annual performance bonus targeted at 50% of base salary. The bonus depends on performance targets established by the Board, tying a meaningful portion of his compensation directly to company results.

What stock options did Cocrystal Pharma (COCP) grant to new CEO James Sapirstein?

Cocrystal granted Sapirstein 10-year options to purchase 235,000 shares at an exercise price of $1.05 per share. These options vest in four equal annual installments starting June 3, 2027, aligning his incentives with long-term shareholder value as the stock price evolves.

Is Cocrystal Pharma (COCP) planning additional equity grants for CEO James Sapirstein?

The offer letter provides for a potential additional option grant to purchase 235,000 shares on the six-month anniversary of his start date. This grant depends on continued employment, achievement of Board-set performance targets, and approval by the Compensation Committee.

How do change in control and termination events affect James Sapirstein’s options at Cocrystal Pharma (COCP)?

If a Change in Control occurs, Sapirstein’s initial option grant vests in full. If he is terminated without Cause, 50% of his then-unvested options under that grant vest immediately, offering partial protection while still retaining a performance and service-based structure.

Do former Co-CEOs at Cocrystal Pharma (COCP) remain with the company after the CEO change?

Yes. Sam Lee continues as President and also serves as Chief Scientific Officer, while James Martin continues as Chief Financial Officer. The company retains their expertise while shifting to a single-CEO leadership model under James Sapirstein.

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

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Accepted by SEC EDGAR 06/09/2026 - 07:00 AM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 25.1 KB

Cocrystal Pharma names James Sapirstein CEO

Rhea-AI Filing Summary