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Cocrystal Pharma (COCP) adds OPKO and insiders as major holders

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

OPKO Health, Inc. and affiliates reported large ownership stakes in Cocrystal Pharma, Inc. common stock. OPKO beneficially owns 5,692,916 shares, representing 29.6% of Cocrystal’s common stock based on 19,263,200 shares outstanding as of August 6, 2026. On July 31, 2026, OPKO entered a Securities Purchase Agreement to buy 5,474,053 shares for $5,000,000, at $0.9134 per share, using working capital.

Phillip Frost, M.D. reports beneficial ownership of 2,786,412 shares (including common shares, warrants, options and restricted stock units), or 13.9% of the class. Frost Gamma Investments Trust reports 2,712,977 shares, or 13.6%, and Steven D. Rubin reports 2,724,860 shares, or 14.1%. Recent activity includes OPKO’s private purchase and Frost Gamma’s open‑market purchases totaling 85,000 shares at weighted average prices between $0.87 and $0.9898 per share.

A Stockholders Rights Agreement provides voting agreements and irrevocable proxies in favor of designated individuals and grants OPKO and other parties a right of first refusal to participate in future equity financings until Cocrystal has raised $70 million in cumulative equity financings. The stakes are described as held for investment, while OPKO and its principals may adjust their positions over time.

Positive

  • None.

Negative

  • None.

Filing Explained

The August 7 Schedule 13D reports that OPKO Health completed its July 31 purchase from Cocrystal Pharma of 5,474,053 common shares for $5,000,000; because the shares came from the issuer, the transaction increases the share base and reduces existing holders’ percentage ownership absent offsetting changes.

OPKO beneficial ownership 5,692,916 shares Represents 29.6% of Cocrystal common stock as of August 6, 2026
Shares outstanding 19,263,200 shares Cocrystal common shares outstanding as of August 6, 2026
OPKO investment size $5,000,000 Total purchase price for 5,474,053 Cocrystal shares on July 31, 2026
OPKO purchase price $0.9134 per share Per-share price under the July 31, 2026 Securities Purchase Agreement
Phillip Frost beneficial holdings 2,786,412 shares Represents 13.9% of Cocrystal common stock including derivatives
Frost Gamma holdings 2,712,977 shares Represents 13.6% of Cocrystal common stock including warrant shares
Steven Rubin holdings 2,724,860 shares Represents 14.1% of Cocrystal common stock including options and RSUs
Equity financing threshold $70 million Cumulative equity financings before Stockholders Rights Agreement right of first refusal ends
Securities Purchase Agreement financial
"OPKO entered into a Securities Purchase Agreement with the Issuer"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Stockholders Rights Agreement financial
"each of the Reporting Persons entered into a Stockholders Rights Agreement"
A stockholders rights agreement is a legal contract that spells out the specific rights and obligations of a company’s shareholders—such as voting power, limits on transferring shares, protections against dilution, dividend entitlements and procedures for selling or registering stock. For investors it matters because the agreement functions like a rulebook that determines how easy it is to influence management, sell holdings, or be diluted by new issuances, directly affecting control, liquidity and potential returns.
beneficial ownership financial
"OPKO disclaims beneficial ownership of the securities of the Issuer"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
right of first refusal financial
"the Issuer granted the Reporting Persons ... a right of first refusal"
A right of first refusal gives an existing shareholder or party the chance to buy an asset or shares before the owner can sell them to someone else. Think of it like being offered the first option to buy a house when the owner decides to sell; it matters to investors because it can limit who can acquire a stake, slow or block transactions, and affect the price and liquidity of an investment by restricting open-market sales or new buyers.
irrevocable proxy financial
"entered into voting agreements and granted an irrevocable proxy"
An irrevocable proxy is a legal authorization in which a shareholder gives another person or entity the permanent right to vote their shares and cannot later take that voting permission back. It matters to investors because it locks who controls voting power on key issues—like board elections, mergers, or major policy changes—so it can change corporate control and influence the value or direction of an investment much like handing someone an unchangeable voting card.

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

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FAQ

How many Cocrystal Pharma (COCP) shares does OPKO Health now beneficially own?

OPKO Health beneficially owns 5,692,916 Cocrystal Pharma common shares, representing 29.6% of the class, based on 19,263,200 shares outstanding as of August 6, 2026, as communicated by Cocrystal to the reporting persons.

What investment did OPKO Health make in Cocrystal Pharma (COCP) on July 31, 2026?

On July 31, 2026, OPKO purchased 5,474,053 Cocrystal shares for a total of $5,000,000 at $0.9134 per share under a Securities Purchase Agreement, using working capital as the source of funds.

What are Phillip Frost’s beneficial ownership and percentage in Cocrystal Pharma (COCP)?

Phillip Frost reports beneficial ownership of 2,786,412 Cocrystal shares, or 13.9% of the common stock. This includes common shares, warrants, stock options exercisable within 60 days, and restricted stock units vesting within 60 days.

What right of first refusal do OPKO and affiliates have in Cocrystal Pharma (COCP)?

Under a Stockholders Rights Agreement, OPKO and certain other parties have a right of first refusal to participate in future equity financings until Cocrystal has cumulatively raised $70 million in equity financings.

What recent open-market purchases did Frost Gamma make in Cocrystal Pharma (COCP)?

Within 60 days of the filing, Frost Gamma Investments Trust bought 85,000 Cocrystal shares in the open market for about $80,404.18, at weighted average prices of $0.9412 and $0.9816 per share on August 3 and August 5, 2026.

What are Steven D. Rubin’s reported holdings in Cocrystal Pharma (COCP)?

Steven D. Rubin reports beneficial ownership of 2,724,860 Cocrystal shares, representing 14.1% of the common stock. This includes common shares, options exercisable within 60 days, and restricted stock units scheduled to vest within 60 days.





19188J409

(CUSIP Number)
Camielle Green
OPKO Health, Inc., 4400 Biscayne Blvd.
Miami, FL, 33137
3055754100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/31/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The percentage provided in Item 13 is calculated based on 19,263,200 shares outstanding as of August 6, 2026, as communicated by the Issuer to the Reporting Person.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The amounts provided in Items 7, 9, and 11 include (i) 1,993,551 shares of Common Stock held by Frost Gamma Investments Trust ("FGIT"), which is controlled by Dr. Frost as sole trustee; (ii) 719,425 shares of Common Stock issuable upon exercise of warrants held by FGIT, which are exercisable within 60 days; (iii) 20,325 shares of Common Stock held by Dr. Frost, options to acquire 51,417 shares of Common Stock, which are exercisable within 60 days; and (iv) 1,693 shares of Common Stock issuable upon the vesting of restricted stock units within 60 days. (2) The percentage provided in Item 13 is calculated based on (i) 19,263,200 shares outstanding as of August 6, 2026, as communicated by the Issuer to the Reporting Person; (ii) 719,425 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days; (iii) options to acquire 51,417 share of Common Stock, which are exercisable within 60 days; and (iv) 1,693 shares of Common Stock issuable upon the vesting of restricted stock units within 60 days.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The amounts provided in Items 7, 9, and 11 include (i) 1,993,551 shares of Common Stock; and (ii) 719,425 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days. (2) The percentage provided in Item 13 is calculated based on (i) 19,263,200 shares outstanding as of August 6, 2026, as communicated by the Issuer to the Reporting Person; and (ii) 719,425 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The amounts provided in Items 7, 9, and 11 include (i) 2,660,242 shares of Common Stock; (ii) options to acquire 50,402 shares of Common Stock, which are exercisable within 60 days; and (iii) 14,217 shares of Common Stock issuable upon the vesting of restricted stock units within 60 days. (2) The percentage provided in Item 13 is calculated based on (i) 19,263,200 shares outstanding as of August 6, 2026, as communicated by the Issuer to the Reporting Person; (ii) options to acquire 50,401 shares of Common Stock, which are exercisable within 60 days; and (iii) 14,217 shares of Common Stock issuable upon the vesting of restricted stock units within 60 days.


SCHEDULE 13D


OPKO HEALTH, INC.
Signature:/s/ Camielle Green
Name/Title:Camielle Green, Associate General Counsel
Date:08/07/2026
FROST PHILLIP MD ET AL
Signature:/s/ Phillip Frost, M.D.
Name/Title:Phillip Frost, M.D.
Date:08/07/2026
Frost Gamma Investments Trust
Signature:/s/ Phillip Frost, M.D.
Name/Title:Phillip Frost, M.D., Trustee
Date:08/07/2026
Rubin Steven D
Signature:/s/ Steven D. Rubin
Name/Title:Steven D. Rubin
Date:08/07/2026