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Cocrystal Pharma (COCP) CEO awarded 235,000 stock options under 2025 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cocrystal Pharma, Inc. reported that Chief Executive Officer James Sapirstein received a grant of stock options to acquire 235,000 shares of common stock. The options have an exercise price of $1.12 per share and expire on June 3, 2036.

The options were granted under the company’s 2025 Equity Incentive Plan at no cost, vesting in four equal annual installments starting on June 3, 2027, subject to continued employment and potential accelerated vesting upon a Change in Control or termination for Cause as defined in the plan.

Positive

  • None.

Negative

  • None.
Insider SAPIRSTEIN JAMES
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Stock Options (Right to Buy) 235,000 $0.00 --
Holdings After Transaction: Stock Options (Right to Buy) — 235,000 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Options granted 235,000 options Non-qualified stock options to acquire common stock
Exercise price $1.12 per share Strike price for the granted options
Expiration date June 3, 2036 Option term end date
Vesting start June 3, 2027 First of four equal annual vesting dates
Post-grant derivative holdings 235,000 options Total stock options following this transaction
non-qualified stock options financial
"The grant of the Issuer's non-qualified stock options was exempt from Section 16(b)..."
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
Rule 16b-3 regulatory
"exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3..."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
2025 Equity Incentive Plan financial
"The options were granted under the Issuer's 2025 Equity Incentive Plan..."
Change in Control financial
"subject to potential accelerated vesting upon a Change in Control or termination for Cause..."
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.
Section 16(b) regulatory
"exempt from Section 16(b) of the Securities Exchange Act of 1934..."
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SAPIRSTEIN JAMES
(Last)(First)(Middle)
4400 BISCAYNE BLVD.,
(Street)
MIAMI FLORIDA 33157
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Cocrystal Pharma, Inc. [ COCP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)(1)$1.1206/03/2026A235,000 (1)06/03/2036Common Stock235,000$0235,000D
Explanation of Responses:
1. The grant of the Issuer's non-qualified stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The options were granted under the Issuer's 2025 Equity Incentive Plan and the exercisability of the options is subject to execution of the Issuer's standard form of Stock Option Agreement. The options vest in four equal annual installments, with the first such installment to vest on June 3, 2027, subject in each case to continued employment with the Issuer on the applicable vesting date and subject to potential accelerated vesting upon a Change in Control or termination for Cause, as such terms are defined in the 2025 Equity Incentive Plan.
/s/ James Sapirstein06/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Cocrystal Pharma (COCP) disclose in this Form 4 filing?

Cocrystal Pharma disclosed that CEO James Sapirstein received a grant of 235,000 non-qualified stock options. These options were issued under the 2025 Equity Incentive Plan as part of his compensation package and are exercisable into common stock at a fixed price.

How many stock options did the CEO of Cocrystal Pharma (COCP) receive?

The CEO received stock options for 235,000 shares of Cocrystal Pharma common stock. These options represent a right to buy shares in the future at a preset exercise price, subject to vesting and other conditions detailed in the company’s 2025 Equity Incentive Plan.

What is the exercise price of the Cocrystal Pharma (COCP) stock options granted?

The stock options granted to the CEO have an exercise price of $1.12 per share. This means he can purchase Cocrystal Pharma common stock at $1.12 once the options vest, regardless of the market price at the time of exercise, within the option term.

When do the Cocrystal Pharma (COCP) CEO’s stock options vest?

The options vest in four equal annual installments beginning June 3, 2027. Each year, one-quarter of the 235,000 options becomes exercisable, provided the CEO remains employed, with possible accelerated vesting upon a Change in Control or termination for Cause as defined in the plan.

When do the Cocrystal Pharma (COCP) CEO’s stock options expire?

The granted stock options expire on June 3, 2036. If the CEO does not exercise vested options by that date, they will lapse. The long expiration term provides a lengthy window to exercise once vesting and other plan conditions are satisfied.

Were the Cocrystal Pharma (COCP) stock options granted at any cost to the CEO?

The options were granted at no cost, with a transaction price per option share of $0.00. Economic value arises only if the market price of Cocrystal Pharma common stock exceeds the $1.12 exercise price after the options have vested and before they expire.