What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 169 added, 201 removed, 526 unchanged (41% of the section changed)

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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 incorporated by reference as Exhibits 14.1, 19.1 and 97 to

and is qualified in its entirety by the full text of each such of policy, copies of which are incorporated by reference as Exhibits 14.1,

19.1 and 97 to this Report.

the three-month period ended December 31, 2025, no officer or director has adopted any Rule 10b5-1 trading arrangement or any non-Rule

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following is a list of our directors and executive officers.

Co-Chief Executive Officer, President

Co-Chief Executive Officer, Chief Financial Officer

Roger Kornberg

Chairman and Director

Phillip Frost

Anthony Japour

Executive Officer, President

Executive Officer, Chief Financial Officer

Pfenniger, Jr.

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was Chairman from 2001 to 2004.

He is on the Advisory Board of the Shanghai Institute for Advanced Immunochemical Studies in China, a

member of The Florida Council of 100 and is a Trustee of each of the Miami Jewish Home for the Aged and the Mount Sinai Medical Center.

He serves as Chairman of Temple Emanu-El, Governor of Tel Aviv University and is a member of the Executive Committee of The Phillip and

Patricia Frost Museum of Science.

Frost served as a director of Ladenburg Thalmann Financial Services Inc.

from 2004 to 2006 and

as Chairman from July 2006 until September 2018.

He previously served as an Expert Member of the Scientific Advisory Council of the Skolkovo

Foundation in Russia.

Frost previously served as Vice Chairman of Cogint, Inc., now known as Fluent, Inc.

(Nasdaq:FLNT), and as a

director for Castle Brands Inc.

He is on the Advisory Board of the Shanghai Institute for Advanced Immunochemical Studies in China and

is a Trustee of each of the Miami Jewish Home for the Aged and the Mount Sinai Medical Center.

He serves as Chairman of Temple Emanu-El,

Governor of Tel Aviv University and is a member of the Executive Committee of The Phillip and Patricia Frost Museum of Science.

served as a director of Ladenburg Thalmann Financial Services Inc.

from 2004 to 2006 and as Chairman from July 2006 until September 2018.

He previously served as an Expert Member of the Scientific Advisory Council of the Skolkovo Foundation in Russia.

Frost previously

served as Vice Chairman of Cogint, Inc., now known as Fluent, Inc.

(Nasdaq:FLNT), and as a director for Castle Brands Inc.

(NYSE American:ROX).

He served as Vice-Chair of TEVA and then Chair from 2006 – 2012 after its

purchase of IVAX Pharmaceuticals which Dr.

Frost founded and where he served as Chairman and CEO.

He served as Vice-Chair of TEVA and then Chair from 2006 – 2012 after its purchase of IVAX Pharmaceuticals which Dr.

Frost founded

and where he served as Chairman and CEO.

Frost has successfully founded several pharmaceutical companies and overseen the development and commercialization of a multitude of

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Hassan has been a director of Cocrystal since April 2023.

Hassan joined Warburg Pincus LLC, a global private equity firm,

in 2010 and currently serves as an advisor with the title of Director.

Hassan joined Warburg Pincus LLC, a global private equity firm, in 2010

and currently serves as an advisor with the title of Director.

Previously, Mr.

Hassan served as Chairman and Chief Executive

Officer of Schering-Plough from 2003 to 2009.

Hassan served as Chairman and Chief Executive Officer

of Schering-Plough from 2003 to 2009.

Before assuming these roles, from 2001 to 2003, Mr.

Hassan was Chairman and Chief Executive

Officer of Pharmacia Corporation, a company formed as a result of the merger of Monsanto Company and Pharmacia & Upjohn, Inc.

joined Pharmacia & Upjohn, Inc.

Hassan was Chairman and Chief Executive Officer

of Pharmacia Corporation, a company formed as a result of the merger of Monsanto Company and Pharmacia & Upjohn, Inc.

He joined Pharmacia

& Upjohn, Inc.

as Chief Executive Officer in 1997.

Hassan previously held leadership positions with Wyeth serving

as Executive Vice President, and was a member of the board from 1995 to 1997.

Earlier in his career, he spent a significant tenure with

Sandoz Pharmaceuticals and headed the company’s U.S.

Hassan previously held leadership positions with Wyeth serving as Executive

Vice President, and was a member of the board from 1995 to 1997.

Earlier in his career, he spent a significant tenure with Sandoz Pharmaceuticals

and headed the company’s U.S.

pharmaceuticals business.

Hassan has been a director of EyePoint Pharmaceuticals

since September 2024, Precigen Inc.

Hassan has been a director of EyePoint Pharmaceuticals since September

2024, Precigen Inc.

PGEN) since June 2016, BridgeBio Pharma, Inc.

BBIO) since August 2021 and was a

director of Prometheus Biosciences, Inc.

BBIO) since August 2021 and was a director of Prometheus

Biosciences, Inc.

RXDX) from May 2021 to June 2023.

Hassan served as a director of Time Warner Inc.

from October 2009 to June 2018 and a director of Amgen, Inc.

from October 2009 to

June 2018 and a director of Amgen, Inc.

AMGN) from July 2015 to May 2021.

In the course of his career,

he has held numerous other directorships, including those at Avon Products, Inc.

from 1999 to 2013, Bausch & Lomb from 2010 until

its acquisition by Valeant Pharmaceuticals International, Inc.

In the course of his career, he has held numerous

other directorships, including those at Avon Products, Inc.

from 1999 to 2013, Bausch & Lomb from 2010 until its acquisition by Valeant

Pharmaceuticals International, Inc.

VRX) (“Valeant”) in 2013, and Valeant from 2013 to 2014.

Hassan has chaired notable pharmaceutical industry organizations including The Pharmaceutical Research and Manufacturers of

America (PhRMA) and The International Federation of Pharmaceutical Manufacturers Associations (IFPMA).

Hassan has chaired

notable pharmaceutical industry organizations including The Pharmaceutical Research and Manufacturers of America (PhRMA) and The International

Federation of Pharmaceutical Manufacturers Associations (IFPMA).

Hassan received a B.S.

in chemical engineering from the Imperial College of Science and Technology at the University of London and an M.B.A.

from Harvard Business

degree in chemical engineering from the Imperial

College of Science and Technology at the University of London and an M.B.A.

from Harvard Business School.

Hassan’s qualifications to serve on our Board include his strong leadership and management experience with global pharmaceutical

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and acquisitions, as well as his experience as a director on companies in our industry and larger companies.

Japour, M.D., Director

Japour has been a director of Cocrystal since April 4, 2019.

Since June 2021, Dr.

Japour has been the Chief Executive Officer and President

of iTolerance, Inc.

From April 2021 to October 2022, Dr.

Japour has served on the board of directors of Sanaby Health Acquisition Corp.

(Nasdaq:SANB).

From February 2016 through May 2020, Dr.

Japour was a medical director at ICON Plc, a global provider of outsourced

development services to the pharmaceutical, biotechnology and medical device industries.

Additionally, since November 2006, Dr.

has been the principal of Anthony Japour & Associates, Medical and Scientific Consulting, Inc., a consulting company.

6, 2020 until June 2020, Dr.

Japour served as a director of OPKO.

Japour was designated by Dr.

Raymond Schinazi, our principal stockholder, pursuant to the Stockholder Rights Agreement, dated November

Japour’s qualifications to serve on our Board include his over 25 years of experience in the pharmaceutical and biotechnology

Additionally, Dr.

Japour has extensive experience in the clinical trial process.

Pfenniger, Jr., Director

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Company has a standing Audit Committee consisting of three directors:

Phillip Frost, Anthony Japour, and Steven Rubin.

Phillip Frost, Steven Rubin and Fred Hassan.

The Audit Committee’s

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the course of the audit of our financial statements.

The Audit Committee selects our independent registered public accounting firm, approves

all audit and non-audit services, and reviews the independence of our independent registered public accounting firm, and reviews the

Company’s annual and quarterly financial statements and related disclosure with our independent registered public accounting firm

and management.

The Audit Committee selects our independent registered public accounting firm,

approves all audit and non-audit services, and reviews the independence of our independent registered public accounting firm, and

reviews the Company’s annual and quarterly financial statements and related disclosure with our independent registered public

accounting firm and management.

The Audit Committee also reviews the audit and non-audit fees of the auditors.

Our Audit Committee is also responsible

for certain corporate governance and legal compliance matters including internal and disclosure controls and compliance with the Sarbanes-Oxley

Our Audit Committee

is also responsible for certain corporate governance and legal compliance matters including internal and disclosure controls and

compliance with the Sarbanes-Oxley Act of 2002.

addition, pursuant to its charter, the Audit Committee annually (i) reviews the Company’s financial reporting practices, critical

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We refer to these persons as the “Named Executive Officers.”

Summary Compensation Table

Compensation Table

Name and Principal Position

Non-equity incentive plan compensation

Non-qualified deferred compensation earnings

All other compensation

Non-qualified

Co-Chief Executive Officer and Chief Financial Officer

Co-Chief Executive Officer and President

Represents cash bonuses

paid or accrued during the fiscal year covered.

Represents RSUs.

the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

The assumptions used in calculating the amounts

are discussed in Note 7 of the Company’s audited financial statements for the year ended December 31, 2024, included in this

Represents options to purchase

common stock.

cash bonuses paid or accrued during the fiscal year covered.

Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

The assumptions used in

calculating the amounts are discussed in Note 7 of the Company’s audited financial statements for the year ended December 31,

2024, included in this Report.

The assumptions used in calculating

the amounts are discussed in Note 7 of the Company’s audited financial statements for the year ended December 31, 2025, included

in this Report.

options to purchase common stock.

Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

assumptions used in calculating the amounts are discussed in Note 7 of the Company’s audited financial statements for the year

ended December 31, 2025, included in this Report.

Executive Officers’ Employment Agreements

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Equity Awards At Fiscal Year-End

units of stock

that have not

units of stock

that have not

Unexercisable

Price($) Option

Expiration Date

Represents 10-year incentive

stock options vesting in eight equal quarterly increments with the first such quarterly increment vesting on September 30, 2023,

subject to continued employment on each applicable vesting date.

Represents 10-year incentive

stock options vesting as follows:

one-half vested on July 18, 2024 and the remainder will vest in eight equal quarterly increments

with the first such quarterly increment vesting on September 30, 2024, subject to continued employment on each applicable vesting

Represents RSUs vesting

in eight equal quarterly increments with the first such quarterly increment vesting on September 30, 2025, subject to continued employment

on each applicable vesting date.

Does not include 20,000 RSUs which vested in 2024.

Represents the market value

of the RSUs referred to above, calculated based on $2.02, the closing price of the Company’s common stock as of December 31,

10-year incentive stock options vesting as follows:

one-half vested on July 18, 2024 and the remainder will vest in eight equal quarterly

increments with the first such quarterly increment vesting on September 30, 2024, subject to continued employment on each applicable

vesting date.

RSUs vesting in eight equal quarterly increments with the first such quarterly increment vesting on September 30, 2025, subject to

continued employment on each applicable vesting date.

the market value of the RSUs referred to above, calculated based on $0.97, the closing price of the Company’s common stock

as of December 31, 2025.

the year ended December 31, 2025, non-employee directors were compensated for as follows:

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Pfenniger, Jr.

January 9, 2026, the Compensation Committee approved the grant of non-qualified stock options to the Company’s directors, executive

officers and a certain consultant.

The non-qualified stock options are granted under the Company’s 2025 Equity Incentive Plan,

shall have a term of 10 years, and are exercisable at the closing price of January 8, 2026.

The non-qualified stock options shall vest

one-half shall vest and become exercisable on January 9, 2027 and the remaining half shall vest and become exercisable in

eight equal quarterly installments commencing on March 31, 2027, subject to the applicable recipient continuing to serve as an officer,

director or consultant of the Company, as applicable, on each applicable vesting date.

For Board Service

Stock Options Granted

Stock Options Granted to Chairman and Lead Director

Total Stock Options Granted

Roger Kornberg

Richard Pfenniger

Committee also approved a $50,000 cash award paid to Dr.

Roger Kornberg for serving as chairman of the Company’s Scientific Advisory

Policies and Practices as Related to Risk Management

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Ownership of Certain Beneficial Owners and Management

following table sets forth the number of shares of our common stock beneficially owned as of the record date by (i) those persons known

following table sets forth the number of shares of our common stock beneficially owned as of March 24, 2026 by (i) those persons known

by us to be owners of more than 5% of our common stock, (ii) each director and director nominee, (iii) each of our Named Executive Officers

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Beneficial Owner

Amount of Common

Stock Beneficially

and Nature of

Owned and Nature of

Beneficial Owner (1)

Percent of Class

Directors and Named Executive Officers:

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Fred Hassan (5)

Anthony Japour (6)

Roger Kornberg (6)

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All directors and executive officers as a group (8 persons) (9):

Raymond Schinazi (11)

Sue Wilcox (12)

Frost Gamma Investments Trust (10)

Less than 1%.

percentages are based on 10,173,790 shares of common stock outstanding as of March 31, 2025, which is the record date for the Annual

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect

to securities.

Shares of common stock underlying options, warrants, and preferred stock currently exercisable or convertible within

60 days are deemed outstanding for the purpose of computing the percentage of the person holding such securities but are not deemed

outstanding for computing the percentage of any other person.

The table includes shares of common stock, options, and warrants exercisable

or convertible into common stock and vested or vesting within 60 days.

Unless otherwise indicated in the footnotes to this table,

we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares of common

stock indicated as beneficially owned by them.

percentages are based on 13,785,759 shares of common stock outstanding as of March 24, 2026.

Beneficial ownership is determined under

the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares of common stock underlying

options, warrants, and preferred stock currently exercisable or convertible within 60 days are deemed outstanding for the purpose

of computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of

any other person.

The table includes shares of common stock, options, and warrants exercisable or convertible into common stock and

vested or vesting within 60 days.

Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders

named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned

Martin is a Named Executive Officer.

Includes 86,460 vested stock options and 20,000 shares underlying vested RSUs.

Address is 4400

Biscayne Boulevard, Miami, FL 33137.

Includes (i) 98,961 vested stock options, (ii) 27,500 shares underlying vested RSUs and (iii)

warrants to acquire 7,196 shares of common stock.

Address is 4400 Biscayne Boulevard, Miami, FL 33137.

Lee is a Named Executive Officer.

Includes 82,295 vested stock options and 20,000 shares underlying vested RSUs.

Includes (i) 94,796 vested stock options and (ii) 27,500 shares underlying vested RSUs.

Frost is a director.

Includes (i) 1,908,551 shares of common stock held by Frost Gamma Investments Trust, (ii) 50,209 vested stock

options and (ii) 13,550 shares underlying vested RSUs.

options, (iii) 1,694 shares underlying RSUs which vest on March 31, 2026 and (iv) warrants to acquire 719,426 shares of common

stock held by Frost Gamma Investments Trust.

Frost is the trustee of Frost Gamma Investments Trust.

Frost Gamma L.P.

is the sole and exclusive beneficiary of Frost Gamma Investments Trust.

is the sole and exclusive beneficiary of Frost

Gamma Investments Trust.

Frost is one of two limited partners of Frost Gamma L.P.

The general partner of Frost Gamma L.P.

is Frost Gamma, Inc., and the sole stockholder of Frost Gamma, Inc.

Frost Gamma, Inc., and the sole stockholder of Frost Gamma, Inc.

is Frost-Nevada Corporation.

Frost is the sole stockholder of Frost-Nevada Corporation.

Frost is the sole stockholder of

Frost-Nevada Corporation.

Does not include securities held by OPKO, a corporation of which Dr.

Frost is the Chief Executive Officer and Chairman, concerning the securities of which Dr.

Frost does not hold voting and investment

Frost disclaims beneficial ownership of the securities held by Frost Gamma Investments Trust and OPKO except to the

extent of any pecuniary interest therein.

Frost is the Chief Executive Officer

and Chairman, concerning the securities of which Dr.

Frost does not hold voting and investment control.

Frost disclaims

beneficial ownership of the securities held by Frost Gamma Investments Trust and OPKO except to the extent of any pecuniary interest

Address is 4400 Biscayne Boulevard, Miami, FL 33137.

Information is based on a Schedule

13D/A filed by Dr.

Frost and Frost Gamma Investments Trust on April 14, 2023.

Information is based on a Schedule 13D filed by Dr.

Frost and Frost

Gamma Investments Trust on October 28, 2025.

Hassan is a director.

Includes 4,583 vested stock options and 4,033 shares underlying vested RSUs.

Address is 4400 Biscayne Boulevard,

Miami, FL 33137.

Japour is a director.

Includes 30,105 vested stock options and 7,462 shares underlying vested RSUs.

Address is 4400 Biscayne Boulevard,

Miami, FL 33137.

Includes (i) 6,874 vested stock options, (ii) 5,546 shares underlying vested RSUs and (iii) warrants to acquire

719,426 shares of common stock.

Address is 4400 Biscayne Boulevard, Miami, FL 33137.

Kornberg is a director.

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Pfenniger is a director.

Includes 14,583 vested stock options and 4,033 shares underlying vested RSUs.

Address is 4400 Biscayne Boulevard,

Miami, FL 33137.

Includes (i)17,708 vested stock options, (ii) 5,546 shares underlying vested RSUs and (iii) warrants to

acquire 40,000 shares of common stock.

Address is 4400 Biscayne Boulevard, Miami, FL 33137.

Rubin is a director.

Includes 42,952 vested stock options and 9,478 shares underlying vested RSUs.

Address is 4400 Biscayne Boulevard,

Miami, FL 33137.

Includes (i) 49,323 vested stock options and (ii) 13,302 shares underlying vested RSUs.

Address is 4400 Biscayne

Boulevard, Miami, FL 33137.

and Executive Officers as a group.

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Executive Officers and those who are not Named Executive Officers under the SEC’s disclosure rules.

Schinazi is our former Chairman.

Address is 1860 Montreal Road, Tucker, GA 30084.

1,259 vested stock options.

Wilcox is the wife of Gary Wilcox, the Company’s former Chief Executive Officer’s wife.

Address is 4400 Biscayne Boulevard,

Miami, FL 33137.

Includes warrants to acquire 719,426 shares of common stock.

Phillip Frost, a director of the Company, is a control

person of this trust.

See footnote (4).

Compensation Plan Information

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provisions include:

a requirement that all

directors and executive officers submit to the Board an up-to-date list of companies in which they are a director, an officer, and/or

of which they own a controlling interest, and promptly update the list when any changes occur;

the implementation by the

Chief Financial Officer of procedures to ensure that any material transaction that the Company is contemplating that would confer

a monetary or other benefit to a party that is related to the Company or its officers will promptly be disclosed to the Board, with

materiality and a party’s status as related to the Company or its officers determined based on Item 404(a) of Regulation S-K

under the Exchange Act;

a requirement that a majority

of the Board approve or ratify any related-party transaction, and that timely disclosures in appropriate filings with the SEC are

made of all material related party transactions.

requirement that all directors and executive officers submit to the Board an up-to-date list of companies in which they are a director,

an officer, and/or of which they own a controlling interest, and promptly update the list when any changes occur;

implementation by the Chief Financial Officer of procedures to ensure that any material transaction that the Company is contemplating

that would confer a monetary or other benefit to a party that is related to the Company or its officers will promptly be disclosed

to the Board, with materiality and a party’s status as related to the Company or its officers determined based on Item 404(a)

of Regulation S-K under the Exchange Act;

requirement that a majority of the Board approve or ratify any related-party transaction, and that timely disclosures in appropriate

filings with the SEC are made of all material related party transactions.

Bylaws provide that in making their determination, the directors shall consider the business purpose of any proposed related-party transaction,

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Audit-Related Fees (2)

Audit Fees relate to the

audits of our annual financial statements and the review of our interim quarterly financial statements.

Audit-Related fees relate

to the assessment of our internal controls.

Fees relate to the audits of our annual financial statements and the review of our interim quarterly financial statements.

Audit-Related

fees relate to the assessment of our internal controls.

Exhibits, Financial Statement Schedules

Financial Statements:

Part II, Item 8 of this report.

Exhibits below.

See Part II, Item 8 of this report.

See Index to Exhibits below.

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

Wainwright & Co., LLC

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

Wainwright & Co., LLC**

Certificate of Incorporation, as amended

Certificate of Amendment to Certificate of Incorporation – reverse stock split

Certificate of Amendment to Certificate of Incorporation – reduce number of authorized shares

Amended and Restated Bylaws

Amendment No.

1 to Amended and Restated Bylaws

Description of Capital Stock

Form of Investor Warrant

Form of Placement Agent Warrant

2025 Equity Incentive Plan*

Amendment to 2015 Equity Incentive Plan*

Sam Lee Employment Agreement*

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

Form of Underwriter’s Warrant

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

Wainwright & Co., LLC

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

Wainwright & Co., LLC**

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

Securities Purchase Agreement dated April 1, 2023

Form of Securities Purchase Agreement

Code of Ethics

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Clawback policy

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Represents management contracts or compensatory plan or arrangement.

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registrant and in the capacities and on the dates indicated.

March 31, 2025

Roger Kornberg

March 31, 2025

Phillip Frost

March 31, 2025

Anthony Japour

March 31, 2025

Richard Pfenniger

March 31, 2025

Chief Financial Officer

Financial Officer and Co-Chief Executive Officer

Financial, Accounting and Executive Officer)

and Co-Chief Executive Officer

March 31, 2025

(Principal Financial, Accounting and Executive Officer)

President and Co-Chief

Executive Officer)

March 31, 2025

(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