Item 9A. Controls and Procedures
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, 2023. 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, 2023.
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, 2023, 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, 2023.
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
On March 23, 2024, the Company’s Board approved and adopted an amended Code of Ethics, Insider Trading Policy
and Clawback Policy. The amendments to the Code of Ethics were primarily administrative and technical in nature, with the principal exception
being the separation of the Insider Trading Policy into a separate, new policy for such purpose. The foregoing description does not purport
to be complete and is qualified in its entirety by the full text of each such of policy, copies of which are filed as Exhibits 14.1, 19.1
and 97 to this Report.
During
the three-month period ended December 31, 2023, no officer or director has adopted any Rule 10b5-1 trading arrangement or any non-Rule
10b5-1 trading arrangement within the meaning of Item 408 of Regulation S-K promulgated under the Securities Act of 1933 .
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable.
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 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within
120 days of December 31, 2023.
47
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
10.12
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
10.17
Securities Purchase Agreement dated April 1, 2023
8-K
4/10/23
10.1
14.1
Code of Ethics
Filed
19.1
Insider Trading Policy
Filed
48
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
97
Clawback policy
Filed
101.INS
Inline
XBRL Instance Document
Filed
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
Filed
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
Filed
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
Filed
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
Filed
101.PRE
Inline
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.
49
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
28, 2024
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
28, 2024
Roger
Kornberg
/s/
Phillip Frost
Director
March
28, 2024
Phillip
Frost
/s/
Fred Hassan
Director
March
28, 2024
Fred
Hassan
/s/
Steven Rubin
Director
March
28, 2024
Steven
Rubin
/s/
Richard Pfenniger
Director
March
28, 2024
Richard
Pfenniger
/s/
Anthony Japour
Director
March
28, 2024
Anthony
Japour
/s/
James Martin
Chief
Financial Officer and Co-Chief Executive Officer (Principal Financial, Accounting and Executive Officer)
March
28, 2024
James
Martin
/s/
Sam Lee
President
and Co-Chief Executive Officer (Principal Executive Officer)
March
28, 2024
Sam
Lee
50