Cocrystal Pharma, Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Our 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, 2022. 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, 2022. Management’s Annual Report on Internal Control Over Financial Reporting Our 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. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, 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, 2022. Changes in Internal Control Over Financial Reporting There 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. Item 9B. Other Information None. PART III The 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 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2022. 49 PART IV Item 15. Exhibits, Financial Statement Schedules (1) Financial Statements: See Part II, Item 8 of this report. (2) Exhibits: See Index to Exhibits below. EXHIBIT INDEX Exhibit Incorporated by Reference Filed or Furnished No. Exhibit Description Form Date Number Herewith 3.1 Certificate of Incorporation, as amended 10-Q 8/16/21 3.1 3.1(a) Certificate of Amendment to the Certificate of Incorporation 8-K 10/3/22 3.1 3.2 Amended and Restated Bylaws 8-K 2/19/21 3.1 4.1 Description of Capital Stock 10-K 3/27/20 4.1 10.1 2015 Equity Incentive Plan* DEF 14A 6/1/15 Annex A 10.1(a) Amendment to 2015 Equity Incentive Plan* DEF 14A 4/30/19 Annex A 10.1(b) Amendment to 2015 Equity Incentive Plan* DEF14A 4/26/2021 Annex B 10.2 Sam Lee Employment Agreement* 8-K 1/8/14 10.2 10.2(a) Amendment to Sam Lee Employment Agreement* 10-K 3/31/15 10.6 10.3 James Martin Consulting Agreement* 8-K 2/24/17 10.1 10.4 Chief Financial Officer Offer Letter dated May 26, 2017 - James Martin* 8-K 6/1/17 10.1 10.5 Form of Underwriter’s Warrant 8-K 5/2/18 4.1 10.6 Exclusive License and Research Collaboration Agreement between the Company and Merck Sharp & Dohme Corp., dated January 2, 2019*** 10-K 4/1/19 10.12 10.7 Placement Agency Agreement, dated January 29, 2020 8-K 1/31/20 1.1 10.8 Form of Securities Purchase Agreement** 8-K 1/31/20 10.1 10.9 Engagement Letter, dated February 26, 2020 8-K 3/4/20 10.2 10.10 Form of Securities Purchase Agreement, dated February 27, 2020** 8-K 3/4/20 10.1 10.11 Form of Securities Purchase Agreement, dated March 9, 2020** 8-K 3/13/20 10.1 10.12 License Agreement, dated February 18, 2020, between the Company and Kansas State University Research Foundation**** 10-Q 5/13/20 10.7 10.13 License Agreement, dated April 19, 2020, between the Company and Kansas State University Research Foundation**** 10-Q 8/6/20 10.1 10.14 At-The-Market Offering Agreement, dated July 1, 2020, by and between the Company and H.C. Wainwright & Co., LLC 8-K 7/2/20 1.1 10.15 Underwriting Agreement, dated as of May 4, 2021 by and between Cocrystal Pharma, Inc. and H.C. Wainwright & Co., LLC** 8-K 5/5/21 1.1 10.16 Consulting and Scientific Advisory Board Agreement, dated April 13, 2021 with Roger Kornberg 10-Q 8/16/21 10.1 50 21.1 Subsidiaries 10-K 3/27/20 21.1 23.1 Consent of Weinberg & Company Filed 31.1 Certification of Principal Executive Officer (302) Filed 31.2 Certification of Principal Executive Officer (302) Filed 31.3 Certification of Principal Financial Officer (302) Filed 32.1 (906) + Furnished 101.INS XBRL Instance Document Filed 101.SCH XBRL Taxonomy Extension Schema Document Filed 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed * Represents management contracts or compensatory plan or arrangement. ** Exhibits have been omitted. The Company undertakes to furnish the omitted exhibits to the Commission upon request. *** Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been submitted separately to the SEC. **** 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. Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to our Corporate Secretary at Cocrystal Pharma, Inc., 19805 N. Creek Parkway Bothell, WA 98011. Item 16. Form 10-K Summary Not applicable. 51 SIGNATURES Pursuant 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. COCRYSTAL PHARMA, INC. March 29, 2023 By: /s/ James Martin James Martin Co-Interim Chief Executive Officer (Principal Executive Officer) Pursuant 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. SIGNATURE TITLE DATE /s/ Roger Kornberg Chairman March 29, 2023 Roger Kornberg /s/ Phillip Frost Director March 29, 2023 Phillip Frost /s/ Steven Rubin Director March 29, 2023 Steven Rubin /s/Richard Pfenniger Director March 29, 2023 Richard Pfenniger /s/ Anthony Japour Director March 29, 2023 Anthony Japour /s/ James Martin Chief Financial Officer and Co-Interim Chief Executive Officer (Principal Financial, Accounting and Executive Officer) March 29, 2023 James Martin /s/ Sam Lee President and Co-Interim Chief Executive Officer (Principal Executive Officer) March 29, 2023 Sam Lee 52