What changed in this filing

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Item 9A. Controls and Procedures

2022-03-23 compared with 2021-03-17 · 81 added, 92 removed, 24 unchanged (88% of the section changed)

1 unchanged sentence

Controls and Procedures

management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness

of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)

as of December 31, 2020.

Our disclosure controls and procedures are designed to provide reasonable assurance that information

required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s

management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding

required disclosure.

Based on this evaluation, management concluded that our disclosure controls and procedures were effective

as of December 31, 2020.

Management’s

management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of

the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed

by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods

specified in the rules and forms of the Securities and Exchange Commission.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits

under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal

financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, management concluded

that our disclosure controls and procedures were effective as of December 31, 2021.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is

defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended.

Our internal control over financial

reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control

systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined effective could provide

only reasonable assurance with respect to financial statement preparation and presentation.

management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020,

based on the framework in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (the “2013 Internal Control-Integrated Framework”).

Based on our evaluation under the 2013

Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective

as of December 31, 2020.

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended.

Our internal control over financial reporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter

how well designed, have inherent limitations.

Therefore, even those systems determined effective could provide only reasonable assurance

with respect to financial statement preparation and presentation.

management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021, based

on the framework in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (the “2013 Internal Control-Integrated Framework”).

Based on our evaluation under the 2013 Internal Control-Integrated

Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange

Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act that

occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Other Information

information required by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item

12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships

and Related Transactions, and Director Independence), and Item 14 (Principal Accounting Fees and Services) is incorporated by

reference to the Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission within 120 days of December 31, 2020.

information required by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions,

and Director Independence), and Item 14 (Principal Accounting Fees and Services) is incorporated by reference to the Company’s

definitive proxy statement for the 2021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within

120 days of December 31, 2021.

Exhibits, Financial Statement Schedules

Financial Statements:

See Part II, Item 8 of this report.

Index to Exhibits below.

Certificate of Incorporation, as amended

Amended and Restated Bylaws

Description of Capital Stock

See Index to Exhibits below.

of Incorporation, as amended

and Restated Bylaws

of Capital Stock

Equity Incentive Plan*

Amendment to 2015 Equity Incentive Plan*

Sam Lee Employment Agreement*

Amendment to Sam Lee Employment Agreement*

Gary Wilcox Advisory Agreement*

James Martin Consulting Agreement*

Chief Financial Officer Offer Letter dated May 26, 2017 - James Martin*

Form of Underwriter’s Warrant

Equity Distribution Agreement, dated July 19, 2018**

Amendment No.

1 to the Equity Distribution Agreement

Amended and Restated Equity Distribution Agreement, dated October 30, 2019**

Amendment No.

1 to the Amended and Restated Equity Distribution Agreement

Exclusive License and Research Collaboration Agreement between the Company and Merck Sharp & Dohme Corp., dated January 2, 2019***

Securities Purchase Agreement, dated March 11, 2019

Amendment to Equity Distribution Agreement, dated March 20, 2019

Placement Agency Agreement, dated January 29, 2020

Form of Securities Purchase Agreement**

Engagement Letter, dated February 26, 2020

Form of Securities Purchase Agreement, dated February 27, 2020**

Form of Securities Purchase Agreement, dated March 9, 2020**

License Agreement, dated February 18, 2020, between the Company and Kansas State University Research Foundation****

License Agreement, dated April 19, 2020, between the Company and Kansas State University Research Foundation****

At-The-Market Offering Agreement, dated July 1, 2020, by and between the Company and H.C.

to 2015 Equity Incentive Plan*

Lee Employment Agreement*

to Sam Lee Employment Agreement*

Martin Consulting Agreement*

Financial Officer Offer Letter dated May 26, 2017 - James Martin*

of Underwriter’s Warrant

License and Research Collaboration Agreement between the Company and Merck Sharp & Dohme Corp., dated January 2, 2019***

Agency Agreement, dated January 29, 2020

of Securities Purchase Agreement**

Letter, dated February 26, 2020

of Securities Purchase Agreement, dated February 27, 2020**

of Securities Purchase Agreement, dated March 9, 2020**

Agreement, dated February 18, 2020, between the Company and Kansas State University Research Foundation****

Agreement, dated April 19, 2020, between the Company and Kansas State University Research Foundation****

At-The-Market

Offering Agreement, dated July 1, 2020, by and between the Company and H.C.

Wainwright & Co., LLC

Consent of Weinberg & Company

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 +

Agreement, dated as of May 4, 2021 by and between Cocrystal Pharma, Inc.

Wainwright & Co., LLC**

and Scientific Advisory Board Agreement, dated April 13, 2021 with Roger Kornberg

of Weinberg & Company

Certification

of Principal Executive Officer (302)

Certification

of Principal Executive Officer (302)

Certification of Principal Financial Officer (302)

Instance Document

8 unchanged sentences

Confidential treatment has been granted with respect to certain portions of this exhibit.

Omitted portions have been submitted

separately to the SEC.

Omitted portions have been submitted separately

Portions of this exhibit have been omitted as permitted by the rules of the SEC.

The information excluded is both (i) not material

and (ii) would be competitively harmful if publicly disclosed.

The Company undertakes to submit a marked copy of this exhibit

for review by the SEC staff, to the extent it has not been previously provided, and provide supplemental materials to the SEC

staff promptly upon request.

This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance

with Item 601 of Regulation S-K.

of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to

our shareholders who make a written request to our Corporate Secretary at Cocrystal Pharma, Inc., 19805 N.

Creek Parkway Bothell,

The information excluded is both (i) not material and

(ii) would be competitively harmful if publicly disclosed.

The Company undertakes to submit a marked copy of this exhibit for review

by the SEC staff, to the extent it has not been previously provided, and provide supplemental materials to the SEC staff promptly upon

This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with

Item 601 of Regulation S-K.

of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders

who make a written request to our Corporate Secretary at Cocrystal Pharma, Inc., 19805 N.

Creek Parkway Bothell, WA 98011.

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

Executive Officer

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Executive Officer and Chairman (Principal

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Chief Executive Officer

Executive Officer)

Phillip Frost

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Roger Kornberg

Phillip Frost

Anthony Japour

Financial Officer (Principal Financial and

Accounting Officer)

Financial Officer and Co-Interim Chief Executive Officer (Principal Financial, Accounting and Executive Officer)

and Co-Interim Chief Executive Officer (Principal Executive Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures