Item 1. Business
Item
1. Business.
Overview
Cocrystal
Pharma, Inc. (the “Company” or “Cocrystal”) is a biotechnology company seeking to discover and develop novel
antiviral therapeutics as treatments for serious and/or chronic viral diseases. We employ unique structure-based technologies and Nobel
Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies are designed to efficiently deliver small
molecule therapeutics that are safe, effective, and convenient to administer. We have identified promising discovery, preclinical and
clinical stage antiviral compounds for unmet medical needs caused by coronavirus, influenza virus, hepatitis C virus (“HCV”),
and norovirus infections.
The
Company operates in one segment. Management uses cash flows as the primary measure to manage its business and does not segment its business
for internal reporting or decision-making.
Cocrystal
Technology
We
are developing antiviral therapeutics that inhibit the essential viral replication function of RNA viruses causing acute and chronic
viral diseases. Our goals include treating influenza virus, coronavirus, and norovirus infections by discovering and developing drug
candidates targeting the viral replication process. Additionally, one of our goals is to decrease the duration of HCV therapy by advancing
our drug candidate targeting the HCV RNA-dependent RNA polymerase enzyme through partnerships and/or licensing activities. In the case
of coronavirus antiviral therapeutics, we target replication enzymes and proteases that are required for the viral replication and transcription.
To discover and design these inhibitors, we use a proprietary platform comprising computational chemistry, medicinal chemistry, X-ray
crystallography and our extensive know-how. We determine the structures of cocrystals containing the inhibitors bound to the enzyme or
protein to guide our structure-based drug design. We also use advanced computational methods to screen and design product candidates
using proprietary cocrystal structural information. In designing the candidates, we seek to anticipate and avert potential viral mutations
leading to resistance. By designing and selecting drug candidates that interrupt the viral replication process and also have specific
binding characteristics, we seek to develop drugs that are not only effective against both the virus and possible mutants of the virus,
but which also have reduced off-target interactions that may cause undesirable clinical side effects. The successful application of our
approach requires an extensive knowledge of viruses and drug targets. In addition, knowledge and experience in the fields of structural
biology, and enzymology are required. We developed our proprietary structure-based drug design under the guidance of Dr. Roger Kornberg,
our Chief Scientist and Chairman of both our Scientific Advisory Board and Board of Directors, in addition to a recipient of the
Nobel Prize in Chemistry in 2006. Our drug discovery process focuses on the highly conserved regions of the viral enzymes and inhibitor-enzyme
interactions at the atomic level. Additionally, we have developed proprietary chemical libraries consisting of non-nucleoside inhibitors,
metal-binding inhibitors, and drug-like fragments. Our drug discovery process is different from traditional, empirical, medicinal chemistry
approaches that often require iterative high-throughput compound screening and lengthy hit-to-lead processes. We will continue developing
preclinical and clinical drug candidates using our proprietary drug discovery technology.
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The
Company’s proprietary technology integrates several powerful and specialized techniques:
(1)
Selection of viral drug
targets amenable to broad-spectrum antiviral drug development and essential for viral genome replication;
(2)
Atomic resolution 3-D structure
determination of drug binding pockets;
(3)
In-depth computational
analysis of conservation of drug-binding pockets and critical molecular interactions between antiviral inhibitors and amino acid
residues of the target molecule’s drug-binding pocket;
(4)
Cocrystal structure determinations
to inform hit identification, hit-to-lead, and lead optimization processes;
(5)
Molecular modeling and
computer-guided lead discovery to support rational chemical modifications based on structure-activity relationships, or SAR, of candidate
inhibitor compounds;
(6)
Knowledge of enzymatic
mechanisms to guide the design of drugs with exceptional affinity, specificity, and broad-spectrum activity; and
(7)
Platforms for rapid identification
of antiviral enzyme inhibitors showing broad-spectrum antiviral activity.
We
have applied these techniques to develop antiviral inhibitors of four important viruses: influenza virus, coronavirus, HCV and norovirus.
Market-Driven
Product Profiles
In
all of our programs our goal is to develop best-in-class broad-spectrum antiviral drugs with high-barrier-to-drug resistance. An ideal
product for an antiviral therapy would have at least the following characteristics:
(1)
High barrier to viral resistance;
(2)
Effective against all viral
subtypes that cause disease;
(3)
Fast onset of action and/or
shortened therapeutic time;
(4)
Good safety and tolerability
profile; and
(5)
Multiple routes of administration
including oral, inhalation, and/or injection.
Even
at the discovery stage of drug development, we select compounds with these factors in mind. Furthermore, we believe our technology is
capable of delivering therapies that satisfy all of these key factors, as detailed below.
High
barrier to drug resistance : Drug resistance is a major obstacle to developing effective antiviral therapies. Viruses can reproduce
rapidly and in enormous quantities in infected human cells. During viral replication, random changes in the viral genome, called mutations,
develop. If such a mutation occurs in a region of the viral genome that is targeted by a given antiviral therapy, that therapy may no
longer be effective against the mutated virus. These mutated or “resistant” viruses can freely infect and multiply even in
individuals who have received drug treatment. In some cases, resistant virus strains may even predominate. For example, in the 2009 swine
influenza pandemic, the predominant strain was resistant to the best available therapies. In the COVID-19 pandemic mutated viruses have
been identified and sequenced demonstrating that the potential for resistance to current drugs and reduced effectiveness of vaccines
is already present. For example, the Omicron variant which arose as the dominant strain of COVID-19 in late 2021 until it diminished
in the winter of 2022 has displayed increased resistance to available vaccines and treatments, resulting in the limitation or suspension
of emergency use authorizations by the FDA for certain therapeutic products.
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The
Company’s focus on viral replication proteins can overcome the obstacle of viral resistance. We identify and target critical components
of viral replication proteins that are essential for function, and therefore, sensitive to change. A mutation in these critical components
is likely to inactivate the replication protein and, in turn, render the virus incapable of replicating. Because such mutations cannot
propagate, the virus cannot effectively develop resistance to the enzyme inhibitors we employ. We test the effectiveness of our compounds
against potential viral mutations and select compounds with the highest barrier to resistance.
Broadly
effective against major strains responsible for a viral disease : For any given viral disease, there are different strains of viruses
that cause the disease. For example, there are three types of influenza viruses, A, B, and C. Influenza A and B viruses are significant
human respiratory pathogens that cause seasonal flu. Influenza A viruses can also cause an influenza pandemic. Influenza C is a subtype
of the influenza virus that tends to cause only mild illness and is not responsible for seasonal or pandemic infections. Our goal is
to design and develop drug candidates that will be effective on the broadest possible range of viruses causing the disease.
Many
antiviral drugs available today are effective only against certain strains of a given virus and less effective or not effective at all
against other strains. To address this problem, we are developing drug candidates that specifically target viral proteins involved in
viral replication. Despite the various strains of virus that may exist, these enzymes required for viral replication are essentially
similar (highly conserved) among all strains of a given virus. By targeting these highly conserved regions of the replication enzymes,
our antiviral compounds are designed and tested to be effective against major virus strains. Replication enzymes are generally conserved
not only among subtypes of a given virus but also among many different viruses, creating an opportunity for the development of broad-spectrum
antiviral drugs.
Fast
onset of action: Antiviral drugs are needed with faster onset of viral load reduction resulting in shorter treatment time.
Safety
and tolerability : All drugs have side effects, also referred to as adverse effects. These usually result from a drug’s ability
to bind to human molecules (usually proteins). When this interaction is intentional (i.e., part of the drug’s mechanism of action),
the adverse effects are classified as on-target effects. When this interaction is unintentional (i.e., resulting from the drug’s
interaction with an unintended human molecule), the effects are called off-target effects. Our inhibitors target viral replication enzymes,
which are generally unique to viruses. Because the targets are viral, not human, minimal adverse effects may be the result. During the
discovery phase, we evaluate candidate compounds for potential cross-reactivity with human replication enzymes and attempt to eliminate
those compounds that are cross-reactive with human homologous proteins.
Ease
of administration: We select compounds for development that can be administered orally, preferably once daily in pill-form, or by
inhalation or injection.
Research
and Development Update
During
the year ended December 31, 2021 the Company focused its research and development efforts primarily in three areas:
Influenza
infections
We
have several preclinical candidates under development for the treatment of influenza infection. CC-42344, a novel PB2 inhibitor, was
selected as a preclinical lead for influenza A. This candidate binds to a highly conserved PB2 site of influenza polymerase
complex (PB1: PB2: PA) and exhibits a novel mechanism of action. CC-42344 showed excellent antiviral activity against influenza A strains,
including avian pandemic strains and Tamiflu resistant strains, and has favorable pharmacokinetic and drug resistance profiles. We
have received regulatory clearance to initiate a Phase 1 clinical trial for this product candidate in Australia, and began enrollment
of subjects in March 2022.
In
addition, novel inhibitors effective against both influenza strains A and B have been identified and are in the preclinical stage. Several
of these have potencies approaching single digit nanomolar. On January 2, 2019, the Company entered into an Exclusive License and Research
Collaboration Agreement (the “Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”) to discover
and develop certain proprietary influenza A/B antiviral agents. See “Item 1 – Business – Collaborations – Merck
Collaboration” for more information.
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In
January 2021, we announced that we completed all research obligations under the Merck exclusive worldwide license and collaboration agreement,
and that Merck is now solely responsible for further development of the influenza A/B antiviral compounds that were discovered using
Cocrystal’s unique structure-based technologies and Nobel Prize-winning expertise. Merck is continuing development of the compounds
under the terms of our Collaboration Agreement.
Coronavirus
infections
In
December 2020 we announced the selection of CDI-45205 as the lead compound for further development against coronaviruses including SARS-CoV-2,
that causes COVID-19.
CDI-45205
was one of the broad-spectrum protease inhibitors that were obtained from Kansas State University Research Foundation (“KSURF”)
under an exclusive license agreement announced in April 2020. That agreement provides Cocrystal with an exclusive, royalty-bearing license
to develop and commercialize therapeutic, diagnostic and prophylactic products against coronaviruses, caliciviruses and picornaviruses
based on antivirals discovered by KSURF. See “Collaborations – Kansas State University Research Foundation.” The Company
believes these protease inhibitors have the ability to convert the inactive SARS-CoV-2 polymerase replication enzymes into an active
form. We are working toward pre-Investigational New Drug application (“IND”) status with CDI-45205 with the goal of commencing
a Phase 1 clinical study in 2022. To this end, in January 2022 we received guidance from the U.S. Food and Drug Administration (the “FDA”)
for further development of CDI-45205 in response to the Company’s pre-IND briefing package that was submitted in 2021.
We
are also developing COVID-19 replication inhibitors using our drug discovery platform and continued to work towards developing such
additional COVID-19 inhibitors with novel mechanism of action in 2021. In January 2022 we announced the selection of two investigational
novel antiviral drug candidates, CDI-988 and CDI-873, for further development as oral treatments for SARS-CoV-2. The Company intends
to initiate a first-in-human trial with one selected candidate as soon as possible in 2022. Although CDI-988 and CDI-873 are chemically
differentiated, both exhibited superior in vitro potency against SARS-CoV-2 with activity maintained against recent variants of concern,
including Omicron. In preclinical studies, both candidates demonstrated a favorable safety profile and pharmacokinetic properties supportive
of daily oral dosing.
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Norovirus
Infections
We
continue to identify and develop non-nucleoside polymerase and protease inhibitors using the Company’s proprietary structure-based
drug design technology platform. In addition, we now have exclusive rights to norovirus protease inhibitors for use in humans obtained
in the license from KSURF (see under Collaborations below). We expect to complete proof-of-concept animal study in the first half
of 2021.
Therapeutic
Targets
Influenza:
A worldwide public health problem, including the potential for pandemic disease .
Influenza
is a severe respiratory illness, caused primarily by influenza A or B virus. The Centers for Disease Control and Prevention (the “CDC”)
estimates that influenza was linked to approximately 79,000 deaths and 960,000 hospitalizations in the United States during the 2017-2018
flu season. According to the report published by BCC Research in May 2018, the global influenza market was valued at approximately $5.6
billion in 2017 and is expected to reach nearly $6.5 billion by 2022, increasing at a compound annual growth rate (CAGR) of 3.0% from
2017 through 2022.
Currently,
approved antiviral treatments for influenza are effective, but burdened with significant viral resistance. Strains of influenza virus
that are resistant to the approved treatments osteltamivir phosphate (Tamiflu(R)) and zanamavir (Relenza(R)), baloxavir marboxil (Xofluza®)
have appeared, and in some cases predominate. For example, the predominant strain of the 2009 swine influenza pandemic was resistant
to Tamiflu. These drugs target viral neuraminidase enzymes, which are not highly conserved between viral strains. In fact, different
influenza virus strains such as H1N1 and H5N1 are named according to their respective differences in hemagglutinin (H) and neuraminidase
(N).
The
Company has several preclinical candidates under development for the treatment of influenza infection. CC-42344, a novel PB2 inhibitor,
was selected as a preclinical lead and our Phase 1 study is currently ongoing. This candidate binds to a highly conserved
PB2 site of the influenza polymerase (PB1: PB2: PA), and exhibits a novel mechanism of action. CC-42344 showed excellent antiviral activity
against influenza A strains, including avian pandemic strains, and Tamiflu-resistant, Xofluza-resistant strains, and has a favorable
pharmacokinetic profile. In addition to Tamiflu, an approved antiviral product candidate that is a competitor for the Company’s
influenza programs, S-033188, being developed by Shionogi/Roche. S-033188 was approved as Xofluza in Japan on February 23, 2018, and
in the US as baloxavir marboxil (trade name Xofluza ® ) on October 24, 2018. See “Item 1 – Business –
Research and Development Update – Influenza” for more information. Xofluza-resistant strains emerged in both the US and Japan
within several months of Xofluza being on the market.
Coronavirus:
COVID-19 continues to be a global pandemic fueled by an emergence of new strains .
As a global pandemic with 402,044,502
COVID-19 confirmed cases globally, including 5,770,023 deaths, as of February 10, 2022, according to the data reported by the World Health
Organization (“WHO”). The COVID-19 pandemic and the measures taken by the federal, state and foreign governments to stop
the spread of the virus have caused a significant disruption to the U.S. and global economy.
Coronaviruses
(CoV) are a large family of RNA viruses that historically have been associated with illness ranging from mild symptoms similar to the
common cold to more severe respiratory disease. Infection with the novel SARS-CoV-2 has been associated with a wide range of responses,
from no symptoms to more severe disease that has included pneumonia, severe acute respiratory syndrome, kidney failure, and death. The
incubation period for SARS-CoV-2 is believed to be within 14 days after exposure, with most illness occurring within about 5 days after
exposure. SARS-CoV-2, like other RNA viruses, is prone to mutate over time, resulting in the emergence of multiple variants. Adaptive
mutations in the viral genome can alter the virus’s pathogenic potential. Even a single amino acid exchange can drastically affect
a virus’s ability to evade the immune system and complicate the vaccine and antibody therapeutics development against the virus.
Based on the recent epidemiological update by the WHO, five SARS-CoV-2 VOCs (variants of concern) have been identified since the
beginning of the pandemic. Also, as demonstrated in Delta and Omicron variants, some variations allow the virus to spread more
easily and make it resistant to the treatments and vaccines.
On
October 22, 2020, FDA approved the antiviral drug Veklury (remdesivir) for the treatment of COVID-19 requiring hospitalization. Remdesivir
is a nucleotide prodrug that inhibits viral replication and was previously evaluated in clinical trials for Ebola treatment in 2014.
In addition to Veklury, the FDA has recently issued emergency authorization use on several antibody and antiviral therapeutics.
We are aggressively pursuing the development of novel antiviral compounds for the treatment of coronavirus infections using our established
proprietary drug discovery platform. By targeting the viral replication enzymes and protease, we believe it is possible to develop an
effective treatment for all coronavirus diseases including COVID-19, Severe Acute Respiratory Syndrome (SARS), and Middle East Respiratory
Syndrome (MERS) - coronaviruses.
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Hepatitis
C: A large competitive market with opportunity for shorter treatment regimens .
HCV
is a highly competitive and changing market. Currently, the standard treatment varies with the genotype of the HCV infection. Prior to
late 2013, treatment included peginterferon alpha and ribavirin, along with a protease inhibitor (either telaprevir, boceprevir, or simeprevir).
In late 2013, sofosbuvir, a drug belonging to a new class of drugs called “nucleoside analogs” or “Nucs,” was
approved to treat HCV. In patients infected with HCV genotype 1 (the most common HCV genotype in the US), sofosbuvir was administered
in combination with peginterferon alpha and ribavirin. In patients with HCV genotypes 2 and 3, however, sofosbuvir could be effectively
administered in combination with ribavirin, without the need for peginterferon alpha. Since 2014, several new combinations of direct-acting
antiviral agents (“DAAs”) have been approved for the treatment of HCV infection. These include Harvoni (sofosbuvir/ledipasvir)
12 weeks of treatment, Viekira Pak (ombitasvir/paritaprevir/ritonavir, dasabuvir) 12 weeks of treatment, Epclusa (sofosbuvir/velpatasvir)
12 weeks of treatment, Zepatier (elbasvir/grazoprevir) 12 weeks of treatment and Mavyret (glecaprevir/pibrentasvir) 8 weeks of treatment.
We believe the next improvements in HCV treatment will be ultra-short combination oral treatments of four to six weeks, the goal of our
program.
We
anticipate a significant global HCV market opportunity that will persist through at least 2036, given the large prevalence of HCV infection
worldwide. The 2017 World Health Organization Global Hepatitis Report estimates that 71 million people worldwide have chronic HCV infections.
We
are targeting the viral NS5B polymerase with an NNI, which could be developed as part of an all-oral, pan-genotypic combination regimen.
Our focus is on developing what is now called ultrashort treatment regimens from 4 to 6 weeks in length. Such a combination treatment
CC-31244 with different classes of approved DAAs has the potential to change the paradigm of treatment for HCV with a shorter duration
of treatment. Combination strategies with approved drugs could allow us to expand CC-31244 into the HCV antiviral therapeutic area globally
and could lead to a high and fast cure rate, to improved compliance, and to reduced treatment duration. To our knowledge no competing
company has yet developed a short HCV treatment of less than 8 weeks with a high (>95%) sustained virologic response (SVR) at week
12.
CC-31244,
an HCV NNI, is a potential best in class pan-genotypic inhibitor of NS5B polymerase for the treatment of HCV. The Company completed a
Phase 1a/b study in Canada in September 2016, with favorable safety results in a randomized, double-blinded, Phase 1a/b study in healthy
volunteers and HCV-infected subjects. The Company completed a Phase 2a study in HCV genotype 1 subjects in the United States. Cocrystal
presented the interim results from the Phase1a/b study at the APASL in February 2017. HCV-infected subjects treated with CC-31244 had
a rapid and marked decline in HCV RNA levels, and slow viral rebound after treatment. Results of this study suggest that CC-31244 could
be an important component in a shortened duration all-oral HCV combination therapy. Patient enrollment has been completed in the Phase
2b and the final study report filed with the FDA. See “Item 1 – Business – Research and Development Update –
Hepatitis C” for more information.
The
Company has been seeking a partner for further clinical development of CC-31244 since completing Phase 2a trials.
Norovirus:
A worldwide public health problem responsible for close to 90% of epidemic, non-bacterial outbreaks of gastroenteritis around the world .
Norovirus
is a very common and highly contagious virus that causes symptoms of acute gastroenteritis including nausea, vomiting, stomach pain and
diarrhea. Other symptoms include fatigue, fever and dehydration. Noroviruses are a major cause of gastrointestinal illness in closed
and crowded environments, having become notorious for their common occurrence in hospitals, nursing homes, child care facilities, and
cruise ships. In the United States alone, noroviruses are the most common cause of acute gastroenteritis, and are estimated to cause
20 million illnesses each year and contribute to 70,000 hospitalizations and 800 deaths. Noroviruses are responsible for up to 1.1 million
hospitalizations and 218,000 deaths annually in children in the developing world. In immunosuppressed patients, chronic norovirus infection
can lead to a debilitating illness with extended periods of nausea, vomiting and diarrhea. There is currently no effective treatment
or effective vaccine for norovirus, and the ability to curtail outbreaks is limited. A few companies, including Chimerix, are developing
antiviral treatments for this disease and three candidate vaccines are currently in early stages of clinical testing by GlaxoSmithKline,
Ligocyte and Takeda Pharmaceuticals.
By
targeting viral replication enzymes and a viral protease, we believe it is possible to develop an effective treatment for all genogroups
of norovirus. Also, because of the significant unmet medical need and the possibility of chronic norovirus infection in immunocompromised
individuals, new antiviral therapeutic approaches may warrant an accelerated path to market. The Company is developing inhibitors of
the RNA-dependent RNA polymerase and protease of norovirus. Similar to the HCV polymerases, these enzymes are essential to viral replication
and is highly conserved between all noroviral genogroups. Therefore, an inhibitor of these enzymes might be an effective treatment or
short-term prophylactic agent, when administered during a cruise or nursing home stay, for example. We have developed X-ray quality norovirus
polymerase and protease crystals and have identified promising inhibitors. We are implementing the platform and approaches that have
proven successful in our other antiviral programs.
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Intellectual
Property
Our
success depends, in part, upon our ability to protect our core technology. To establish and protect our proprietary rights, we rely on
a combination of patents, patent applications, trademarks, copyrights, trade secrets and know-how, license agreements, confidentiality
procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual
rights.
Our
patent portfolio consists of issued patents and pending applications in the areas primarily related to the treatment of disease associated
with HCV, Influenza A, Influenza B, and norovirus/coronavirus.
In
our HCV program, our patent portfolio consists of several patent families, with granted patents in the U.S. and Europe, as well as China,
Canada, Eurasia, Japan, and Singapore. Applications are pending in numerous other jurisdictions.
In
our Influenza A program, our patent portfolio consists of several patent families, including two pending international (PCT) applications
and two families of pending applications in the U.S. and various foreign countries.
In our Influenza A/B program, our patent portfolio
consists of a number of patent families pending, variously, as international (PCT) applications and in Taiwan. Aspects of this program
are developed in collaboration with Merck.
In our norovirus and coronavirus programs, our
patent portfolio consists of three pending families of U.S. provisional applications, and a portfolio of patent families licensed through
KSURF.
Collaborations
Merck
Collaboration
On
January 2, 2019, we entered into an Exclusive License and Research Collaboration Agreement (the “Collaboration Agreement”)
with Merck to discover and develop certain proprietary influenza A/B antiviral agents.
Under
the terms of the Collaboration Agreement, Merck is funding research and development for the program at Cocrystal and Merck, including
clinical development at Merck, and Merck is responsible for worldwide commercialization of any products derived from the collaboration.
The Company received an upfront payment of $4,000,000 in January 2019 and is eligible to receive milestone payments related to designated
development, regulatory and sales milestones with the potential to earn up to $156,000,000, as well as royalties on product sales. Other
than the initial upfront payment, to date we have not received any payments under this Collaboration Agreement.
The Collaboration
Agreement operates under a Research Operating Plan (ROP) which includes goals for both organizations. In January 2021, the Company announced
it had completed all research obligations under the Collaboration Agreement, and that Merck is now solely responsible for further
development of the influenza A/B antiviral compounds that were discovered in the collaboration using Cocrystal’s unique structure-based
technologies and Nobel Prize-winning expertise.
Kansas
State University Research Foundation
Cocrystal
entered into a License Agreement with KSURF on February 18, 2020 to further develop certain proprietary broad-spectrum antiviral compounds
for the treatment of norovirus and coronavirus infections.
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Pursuant
to the terms of the License Agreement, KSURF granted the Company an exclusive royalty bearing license to practice under certain patent
rights, under patent applications covering antivirals against coronaviruses, caliciviruses, and picornaviruses, and related know-how,
including to make and sell therapeutic, diagnostic and prophylactic products.
The
Company agreed to pay KSURF a one-time non-refundable license initiation fee of $80,000 under the License Agreement, and annual license
maintenance fees. The Company also agreed to make certain future milestone payments of up to approximately $3.1 million, dependent upon
the progress of clinical trials, regulatory approvals, and initiation of commercial sales in the United States and certain countries
outside the United States.
On
April 19, 2020, the Company entered into a second License Agreement with KSURF in addition to the License Agreement entered into in February
2020.
Pursuant
to the terms of the second License Agreement, KSURF granted the Company an exclusive royalty bearing license to practice under certain
patent rights under patent applications covering antivirals against coronaviruses, caliciviruses, and picornaviruses, and related know-how,
including to make and sell therapeutic, diagnostic and prophylactic products.
The
Company agreed to pay KSURF a one-time non-refundable license initiation fee and annual license maintenance fees. The Company also agreed
to make certain future milestone payments of up to approximately $4.2 million, dependent upon the progress of clinical trials, regulatory
approvals, and initiation of commercial sales in the United States and certain countries outside the United States.
Drug
Discovery Collaboration with HitGen and InterX
Cocrystal
has a drug discovery collaboration with HitGen, a biotech company with an innovative DNA Encoded Library technology, and InterX Inc.,
a computer software company with a biomolecular simulation for drug discovery. The collaboration was initiated in September 2017 and
has a term through August 2023.
Through
this collaboration, Cocrystal, HitGen and InterX scientists are applying HitGen’s DNA-encoded library (DEL) technology platform,
Cocrystal’s structure-based drug discovery platform technology, and InterX’s computational science to develop novel antiviral
lead candidates. The DEL technology combines the power of molecular biology, combinatorial chemistry, high throughput sequencing and
advanced informatics to identify potential drug candidates. Cocrystal applies its technology to determine the cocrystal structures of
the potential drug candidates identified from the DEL library. This structural information is then combined with InterX’s advanced
computer algorithms to predict inhibitor-target interactions. A Joint Steering Committee comprised of representatives from all three
companies is overseeing the collaboration.
Competition
The biotechnology and pharmaceutical industries
are subject to intense and rapidly changing competition as companies seek to develop new technologies and proprietary products. We face
worldwide competition from larger biotechnology and pharmaceutical companies, universities and other academic or research institutions
and government agencies that are developing and commercializing pharmaceutical products similar to our product candidates that target
the viruses we are seeking to treat. We know of several companies that have marketed or are developing products for the treatment of
influenza, coronavirus and HCV, including Roche, Gilead Sciences, Inc. (“Gilead”), Merck, Janssen Pharmaceuticals, Inc.,
Bristol-Myers Squibb, Toyama Chemical Co., Shionogi/Roche and Abbvie, Inc. Their products are widely considered effective. Further, in
the wake of the global COVID-19 pandemic a number of third parties, including large biotechnology and pharmaceutical companies such as
Pfizer Inc., Moderna, Inc., Janssen Pharmaceuticals, Inc., and academic institutions have been conducting research aimed at development
of an effective treatment for, or a vaccine against, COVID-19. A number of vaccines and treatments for COVID-19 have been commercialized
under the FDA’s emergency use authorization. At least one treatment and two vaccines for COVID-19 have also received FDA approval.
Many of the companies developing products for the viral diseases that are the focus of our programs have substantially greater financial
resources, including government funding, expertise and capabilities than we do and have existing products in significantly more advanced
stages of development. Additionally, viral mutations can lead to new strains or variants of a virus that may be more resistant to products
we develop when compared to those of competitors. See “Risk Factors” for more information on the risks we face with respect
to our competition.
To date, we have not fully developed, received
regulatory approval for or commercialized any of our product candidates. Our ability to compete will depend, to a great extent, on the
speed in which we and our collaborators can develop safe and effective product candidates, complete clinical testing and regulatory approval
processes, and coordinate with third parties to produce and distribute the resulting products in sufficient commercial quantities to
create and maintain a market for such products at favorable costs and prices. If we do complete development of and obtain regulatory
approval to market any product candidate, we anticipate that the competition we would face with respect to such product would be based
on a combination of a number of factors including efficacy, safety, reliability, availability, price, patent position, and other factors.
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Government
Regulation
Government
authorities extensively regulate the research, development, testing, manufacturing and commercialization of drug products. Any product
candidates we develop must be approved by the U.S. Food and Drug Administration (“FDA”) before they may be legally marketed
in the U.S., and by the appropriate foreign regulatory agencies before they may be legally marketed in other countries. The clinical
testing of product candidates to establish their safety and efficacy in humans is subject to substantial statutory and regulatory requirements
with which we must comply.
In addition to the U.S. requirements such as those
enforced by the FDA with respect to safety and efficacy of research, testing, development and production, we also must comply with applicable
laws and regulations of any foreign jurisdictions in which we operate. For example, our Phase 1 trial currently underway in Australia
in 2022 for CC-42344, our lead Influenza A product candidate, causes us to be subject to the Australian government’s laws and regulations
pertaining to the research and development, including clinical testing on human subjects, of therapeutic product candidates. Our presence
in Australia will also subject us to more general laws applicable to operations abroad, such as the U.S. Foreign Corrupt Practices Act
(the “FCPA”) and comparable legislation and regulation in foreign jurisdictions. Generally speaking, the FCPA prohibits U.S.
corporations and their representatives from offering, promising, authorizing or making payments to any foreign government official, government
staff member, political party or political candidate to obtain or retain business abroad. The scope of the FCPA includes interactions
with certain healthcare professionals in many countries. Other countries have enacted similar anti-corruption laws and/or regulations.
Further, because of our anticipated reliance on one or more CROs and CMOs with respect to our research and development activities both
in the U.S. and in foreign jurisdictions, we may have limited control over compliance with such requirements in certain instances.
With respect to coronavirus-related products as
of the date of this Report, with the exception of Veklury (remdesivir), an antiviral drug commercialized by Gilead, no treatment has
been approved by the FDA for COVID-19 symptoms. Instead, most existing treatments for COVID-19 that are or have been offered by competing
companies have been made available under the FDA’s emergency use authorization. The FDA has, however, reduced or removed many of
these authorizations, including for treatments using monoclonal antibodies such as the REGEN-COV treatment commercialized by Regeneron
Pharmaceuticals, Inc., due to waning efficacy against symptoms caused by the Omicron variant of the virus which until recently was the
dominant strain. As the foregoing description demonstrates, our coronavirus programs and any product candidates that we may develop therefrom
are subject to uncertainty as to the FDA’s actions, which are in turn inherently unpredictable given the unpredictable nature of
the virus and its mutations, as well as their effects on treatment compounds.
Human
Capital
As of December 31, 2021, we employed 13 full-time
employees. Of these full-time employees, ten are engaged in research and development activities. In addition, we have contracts with
CROs, CMOs and consultants to provide chemistry, toxicology, preclinical, clinical, and regulatory work on our programs, including in
both pre-clinical and clinical studies for our product candidates.
Corporate
History
The
Company was formerly incorporated in Nevada under the name Biozone Pharmaceuticals, Inc. (“Biozone”). On January 2, 2014,
Biozone sold substantially all of its assets to MusclePharm Corporation, and, on the same day, merged with Cocrystal Discovery, Inc.
(“Discovery”) in a transaction accounted for as a reverse merger. Following the merger, the Company assumed Discovery’s
business plan and operations. On March 18, 2014, the Company reincorporated in Delaware under the name Cocrystal Pharma, Inc.
Available
Information
Our
corporate website is www.cocrystalpharma.com. We make available on our website under “Investors – SEC Filings” access
to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and
amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), free of charge.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.