What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-28 · 649 added, 35 removed, 78 unchanged (90% of the section changed)

32 unchanged sentences

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.

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 incorporated by reference as Exhibits 14.1, 19.1 and 97 to

the three-month period ended December 31, 2024, no officer or director has adopted any Rule 10b5-1 trading arrangement or any non-Rule

1 unchanged sentence

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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.

Directors, Executive Officers, and Corporate Governance.

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

Pfenniger, Jr.

Officer and Director Biographies

Lee, Ph.D., Co-Chief Executive Officer, President

Lee has served as our President since January 2, 2014 and as our Co-Chief Executive Officer since May 2021.

From January 2, 2014 to November

22, 2014, Dr.

Lee was a director of Cocrystal.

He is a co-founder of Cocrystal Discovery and has been President and a director of Cocrystal

Discovery since 2007.

He has over 25 years of anti-infective drug discovery research experience.

Prior to being a co-founder of Cocrystal,

he managed anti-infective, oncology, and inflammation drug discovery projects for eight years at ICOS Corporation.

Lee was responsible

for incorporating protein crystallography and structural biology approaches into ICOS research.

He received his Ph.D.

in Biological Sciences

from the University of Notre Dame, and completed postdoctoral training in viral replication biochemistry with Dr.

Lehman at Stanford

While at Stanford, Dr.

Lee founded and was Chief Executive Officer of Viral Assays in Cupertino, CA.

Martin, Co-Chief Executive Officer, Chief Financial Officer

Martin has served as our Chief Financial Officer since June 1, 2017 and as our Co-Chief Executive Officer since May 2021.

Prior to that,

from February 23, 2017 through May 30, 2017, Mr.

Martin served as our Interim Chief Financial Officer.

Martin has also served as

Chief Financial Officer of Non-Invasive Monitoring Systems, Inc.

(OTC:NIMU) since January 2011.

From November 2020 through December 22,

Martin served on the board of directors and as chair of the audit committee of Big Cypress Acquisition Corp (Nasdaq:

a biotechnology focused special purpose acquisition corporation.

From February 2017 to November 2020, Mr.

Martin served as Chief Financial

Officer of Motus GI Holdings, Inc.

(Nasdaq:MOTS), a medical device company.

From September 2014 to November 2020, Mr.

Martin served as

Chief Financial Officer of VBI Vaccines Inc.

(formerly SciVac Therapeutics, Inc.) (Nasdaq:VBIV), a pharmaceutical development and manufacturing

Martin also served as a director of SAB Biotherapeutics, Inc.

from November 2020 to October 22, 2021.

Kornberg, Chairman of the Board of Directors

Kornberg has been a director of Cocrystal since April 15, 2020.

Since 1988, Dr.

Kornberg has been a professor of structural biology at

Stanford Medical School.

Kornberg is a member of the U.S.

National Academy of Sciences and the Winzer Professor of Medicine in the

Department of Structural Biology at Stanford University.

Kornberg was awarded the Nobel Prize in Chemistry in recognition

for his studies of the molecular basis of Eukaryotic Transcription, the process by which DNA is copied to RNA.

Kornberg is also the

recipient of several awards, including the 2001 Welch Prize, the highest award granted in the field of chemistry in the United States,

and the 2002 Leopold Mayer Prize, the highest award granted in the field of biomedical sciences from the French Academy of Sciences.

Kornberg has served as a member of the Board of Directors of Xenetic Biosciences, Inc.

(Nasdaq:XBIO) since February 2016.

Kornberg’s prior experience serving on the boards of directors of large organizations as well as his tremendous scientific background

provides him with the appropriate set of skills to serve as a member of our Board.

Frost, M.D., Director

Frost has been a director of Cocrystal since January 2, 2014 and formerly a director of Cocrystal Discovery, Inc., our subsidiary, from

2008 to 2014.

He has served as CEO and Chairman of OPKO Health, Inc.

(Nasdaq:OPK) (“OPKO”), a multi-national pharmaceutical

and diagnostics company since March 2007.

He has served as a member of the Board of Trustees of the University of Miami since 1983 and

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.

(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.

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

pharmaceutical products.

This combined with his experience as a physician and chairman and/or chief executive officer of large pharmaceutical

companies has given him insight into virtually every facet of the pharmaceutical business and drug development and commercialization

He is a demonstrated leader with keen business understanding and is uniquely positioned to help guide our Company.

Hassan, Director

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.

Previously, Mr.

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.

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.

pharmaceuticals business.

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.

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.

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.

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

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

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

companies, including significant knowledge of strategy, operations, government relations, regulatory, finance and investments, and mergers

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

Pfenniger has been a director of Cocrystal since May 27, 2021.

Pfenniger is a private investor.

During his career, Mr.

has served as an executive officer of several companies, including as Chief Executive Officer and President of Continucare Corporation,

a provider of primary care physician and practice management services, form 2003 until 2011, where he also served as Chairman of the

Board of Directors of Continucare Corporation from 2002 to 2011.

Previously, Mr.

Pfenniger served as the Chief Executive Officer and

Vice Chairman of Whitman Education Group, Inc.

from 1997 through June 2003.

Prior to joining Whitman, he served as the Chief Operating

Officer of IVAX from 1994 to 1997, and, from 1989 to 1994, he served as the Senior Vice President-Legal Affairs and General Counsel of

IVAX Corporation.

Prior thereto he was engaged in the private practice of law.

Pfenniger has been a director of OPKO Health, Inc.

since January 2008, a multi-national pharmaceutical and diagnostics company.

Since April 2022, Mr.

Pfenniger has served as a director

of GeneDX Holdings Corp.

(Nasdaq:WGS), a medical diagnostics company.

Since October 2022, Mr.

Pfenniger has served as a director of Fluent,

FLNT), a data driven marketing performance company.

Pfenniger served as a director of GP Strategies Corp (NYSE:GPX)

from 2005 to 2021, as a director of BioCardia, Inc.

(Nasdaq:BCDA) from 2016 to January 2020, and as a director of Asensus Surgical, Inc.

(NYSE American:ASXC), a medical device company, from 2005 to 2024.

Pfenniger also serves as the Vice Chairman of the Board of Trustees and as a member of the Executive Committee of the Phillip and Patricia

Frost Museum of Science.

Pfenniger’s prior experience serving on the boards of directors as well as his legal experience and knowledge of our business and

the pharmaceutical industry provides him with the appropriate set of skills to serve as a member of our Board.

Rubin, Director

Rubin has been a director of Cocrystal since January 2, 2014 and a director of Cocrystal Discovery since 2008.

Rubin has served as

Executive Vice President – Administration of OPKO Health, Inc.

(Nasdaq:OPK) since May 2007 and as a director of the OPKO since

February 2007.

Rubin currently serves on the board of directors of Red Violet, Inc.

(Nasdaq:RDVT), a software and services company,

Eloxx Pharmaceuticals, Inc.

(OTC :ELOX), a clinical stage biopharmaceutical company engaged in the science of ribosome modulation, and

ChromaDex Corp.

(Nasdaq:CDXC), a science-based, integrated nutraceutical company devoted to improving the way people age.

Rubin previously

served as a director of Neovasc, Inc.

(NASDAQ:NVCN), a company that developed and marketed medical specialty vascular devices, and Non-Invasive

Monitoring Systems, Inc.

(OTC :NIMU), a medical device company.

Rubin’s qualifications to serve on our Board include extensive leadership, business, and legal experience, as well as tremendous

knowledge of our business and the pharmaceutical industry generally.

He has advised pharmaceutical companies in several aspects of business,

regulatory, transactional, and legal affairs for almost 30 years.

His experience as a practicing lawyer, general counsel, and board member

to multiple public companies, including several pharmaceutical and life sciences companies, has given him broad understanding and expertise,

particularly relating to strategic planning and acquisitions.

Relationships

are no family relationships among our directors and executive officers.

Board, exercising its reasonable business judgment, has determined that each of Cocrystal’s directors qualifies as an independent

director pursuant to Rule 5605(a)(2) of The Nasdaq Stock Market LLC (“Nasdaq”) listing rules (the “Nasdaq Rules”)

and applicable SEC rules and regulations.

Nomination Procedures

the Company’s last proxy statement, there have been no material changes to the procedures by which stockholders may recommend nominees

to our Board of Directors.

Section 16(a) Reports

16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file initial

reports of ownership and changes in ownership of our common stock and other equity securities with the SEC.

These individuals are required

by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies

of the forms furnished to us, and written representations from reporting persons that no Forms 5 were required to report delinquent filings,

we believe that all filing requirements applicable to our officers, directors and 10% beneficial owners were complied with during 2024.

Company has a standing Audit Committee consisting of three directors:

Phillip Frost, Anthony Japour, and Steven Rubin.

The Audit Committee’s

primary role is to review our accounting policies and financial reporting and disclosure processes and any issues which may arise in

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 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

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

accounting policies, and estimates;

(ii) reviews significant financial risks and exposures and assesses the steps management has taken

to monitor such risks and exposures;

(iii) reviews issues regarding the Company’s accounting principles, including any significant

changes in the Company’s selection or application of accounting principles, and the Company’s financial statement presentation;

(iv) reviews issues as to the adequacy of the Company’s internal controls and compliance with applicable laws and regulations;

and (v) reviews management’s attitude toward, and effectiveness in establishing, internal controls, and the efficiency of the process

used to establish, monitor, and evaluate internal control systems.

Board has determined that each member of the Audit Committee meets the enhanced independence requirements to audit committee members

under Rule 5605(c)(2) of Nasdaq Rules and under Rule 10A-3 under the Exchange Act.

The Board has also determined that Steven Rubin is

qualified as an Audit Committee Financial Expert, as that term is defined by Item 407(d)(5)(ii) of Regulation S-K and in compliance with

the Sarbanes-Oxley Act of 2002.

function of the Compensation Committee is to determine the compensation of our executive officers.

The Compensation Committee has the

power to set performance targets for determining periodic bonuses payable to executive officers and may review and make recommendations

with respect to stockholder proposals related to compensation matters.

Additionally, the Compensation Committee is responsible for administering

our equity compensation plans including the Cocrystal Pharma, Inc.

2015 Equity Incentive Plan.

Compensation Committee may delegate any or all of its duties or responsibilities to a subcommittee, to the extent consistent with the

Company’s Certificate of Incorporation, Bylaws, applicable laws and the Nasdaq Rules.

Board has determined that each member of the Compensation Committee meets the independence requirements under Rule 5605(a) of Nasdaq

Rules and Rule 10C-1 under the Exchange Act.

The Compensation Committee is comprised of two members.

Governance and Nominating Committee

responsibilities of the Corporate Governance and Nominating Committee include the identification of individuals qualified to become Board

members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of

the Board, the establishment of procedures for the nomination process including procedures and the oversight of the evaluations of the

Board and management.

its charter, the Corporate Governance and Nominating Committee also monitors and enforces the Company’s related party transaction

policy as set forth in the Bylaws, and conducts an annual review of any known relationships between or among all entities which file

reports with the SEC that are affiliated with any Company officer or director to determine if there are any coordinated groups that are

required to be reported as such in filings with the SEC.

Board has determined that each member of the Corporate Governance and Nominating Committee meets the independence requirements under

Rule 5605(a)(2) of Nasdaq Rules.

The Corporate Governance and Nominating Committee is comprised of three members.

Corporate Governance and Nominating Committee evaluates the suitability of potential candidates recommended by stockholders in the same

manner as other candidates recommended to the Corporate Governance and Nominating Committee.

If we receive any stockholder recommended

nominations, the Corporate Governance and Nominating Committee will carefully review the recommendation(s) and consider such recommendation(s)

in good faith.

Stockholders who wish to recommend candidates for election to the Board must do so in writing.

The recommendation should

be sent to the Secretary of Cocrystal Pharma, Inc., at 4400 Biscayne Boulevard, Miami, FL 33137, and must be in accordance with our Bylaws

with respect to nomination of persons for election to the Board.

Board has adopted a Code of Ethics that applies to all of our employees, including our Co-Chief Executive Officers, as well as our Board.

The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical

conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships,

full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading,

corporate opportunities and whistle-blowing or the prompt reporting of illegal or unethical behavior.

A copy of our Code of Ethics is

available through the “Investors” section on our website, which can be found at www.cocrystalpharma.com , and is also

filed as Exhibit 14.1 of this Report.

The information on, or that can be accessed through, our website is not incorporated herein.

addition, we will provide a copy of the Code of Ethics to any person without charge, upon request.

The request for a copy can be made

in writing by contacting our Corporate Secretary jmartin@cocrystalpharma.com .

Trading Policy

Company has implemented an Insider Trading Policy applicable to its officers and directors and employees with access to material nonpublic

information, as well as such persons’ family members, which generally prohibits such persons from conducting transactions involving

the purchase or sale of the Company’s securities during a blackout period.

For this purpose, the term “blackout period”

is defined in the Policy as a quarterly period beginning on the 10th calendar day of the last month of each fiscal quarter, and ending

one day following the date of public disclosure of the financial results for such fiscal quarter.

In addition, under the Policy the Company

may adjust the duration of a particular blackout period, or impose “event specific” blackout periods, including when there

are nonpublic developments that would be considered material for insider trading law purposes.

The Policy also strictly prohibits and

trading on material nonpublic information, regardless of whether such a transaction occurs during a blackout period.

the granting of options and other equity awards to officers, directors and other employees is not expressly addressed in the Insider

Trading Policy described above, the Company follows the same principles set forth in such Policy when granting equity awards, including

options, to its officers, directors and other employees with access to material nonpublic information.

Generally the Board or Compensation

Committee does not approve grants of such awards during a blackout period, and does not take material nonpublic information into account

when determining the timing and terms of such an award.

Further, the Company does not have a policy or practice of timing the disclosure

of material nonpublic information for the purpose of affecting the value of executive compensation.

the Company’s Insider Trading Policy, all officers, directors and certain identified employees are prohibited from engaging in

hedging transactions.

Company has implemented a clawback policy in accordance with the rules of The Nasdaq Stock Market,

LLC, to recoup “excess” incentive compensation, if any, earned by current and former executive officers during a three year

look back period in the event of a financial restatement due to material noncompliance with any financial reporting requirement under

the securities laws (with no fault required) .

Executive Compensation.

following information is related to the compensation paid to, earned by or accrued with respect to (i) each Co-Chief Executive Officer

(principal executive officer) during the fiscal year ended December 31, 2024, (ii) the two most highly compensated executive officers

other than the Co-Chief Executive Officers whose total compensation exceeded $100,000, and (iii) up to two additional individuals who

would qualify under (ii) above but for the fact that such individuals were not serving as executive officers of the Company as of December

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

Summary Compensation Table

Name and Principal Position

Non-equity incentive plan compensation

Non-qualified deferred compensation earnings

All other compensation

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.

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.

Executive Officers’ Employment Agreements

The Company entered into a letter agreement with Mr.

Martin effective June 1, 2017.

Following a base salary increase in June

Martin received an annual base salary of $416,000, which is subject to annual review.

Effective January 1, 2025, his base

annual salary was reduced to $250,000.

In addition to the base salary, Mr.

Martin is eligible to receive a discretionary bonus, to the

extent approved by the Board.

The Company has entered into an employment agreement with Sam Lee, the Company’s President effective January 2, 2014.

Pursuant to the terms of his employment agreement, Dr.

Lee’s employment is on an at-will basis and may be terminated by either

Lee received an annual base salary of $416,000, following a base salary increase in June 1, 2024.

Effective January 1, 2025,

his base annual salary was reduced to $250,000.

In addition to the base salary, Mr.

Lee is eligible to receive a discretionary bonus,

to the extent approved by the Board.

Lee’s Employment Agreement, as amended, in the event he terminates his employment for Good Reason, or the Company terminates

his employment without Cause, he will be entitled, subject to execution and effectiveness of a general release, to receive (i) six months

of his then annual base salary, (ii) continued COBRA coverage until the earlier of 12 months, the availability of replacement coverage

from another employer, and the date on which such continued coverage is no longer available to him for any reason, and (iii) a lump sum

payment of a prorated portion of his performance bonus for the year in which his employment was terminated.

Further, if Dr.

Lee terminates

his employment for Good Reason, or the Company terminates his employment without Cause, within 24 months of a Change of Control (as defined

in the 2015 Plan), he will receive 18 months of his annual base salary and COBRA coverage rather than the timeframes provided under (i)

and (ii) above, and a full year’s target bonus rather than a prorated target bonus under (iii) above.

Lee’s Employment Agreement, Good Reason is defined as:

(i) any material reduction by the Company of his salary or target

bonus, (ii) any material diminution in his duties, title, responsibilities or authority;

(iii) a requirement that he report to a corporate

officer or employee instead of reporting directly to the Board (other than following a Change of Control);

(iv) any material breach of

his Employment Agreement;

(v) a requirement that he relocate to a principal place of employment more than 40 miles from a specified address

in Santa Barbara, California;

or (vi) the Company’s removal or failure to appoint Dr.

Lee as a member of the Board (other than

following a Change of Control).

is defined as any of the following by Dr.

(i) commission of an act of fraud, embezzlement or theft against the Company;

(ii) conviction

of, or a plea of no contest to, a felony;

(iii) willful non-performance of his material duties as an employee of the Company without

(iv) material breach of his Employment Agreement or any other material agreement between Dr.

Lee and the Company without cure;

or (v) gross negligence, willful misconduct or any other act of willful disregard for the Company’s best interests without cure.

Equity Awards at Fiscal Year-End

below is information with respect to unvested stock awards and unexercisable and unexercised options for each Named Executive Officer

outstanding as of December 31, 2024:

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,

the year ended December 31, 2024, non-employee directors were compensated for as follows:

in Cash ($)1)

Phillip Frost

Anthony Japour

Roger Kornberg

Pfenniger, Jr.

Represents cash fees paid, accrued or earned for serving as directors and in Board committee roles.

Represents RSUs.

Amounts reported represent the aggregate grant date fair value of awards granted without regard to forfeitures granted

to the independent directors during 2024, computed in accordance with ASC 718.

This amount does not reflect the actual economic value

realized by the directors.

Represents $100,000 compensation paid to Dr.

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

table below sets forth the unvested RSUs and unexercised stock options held by each of our non-employee directors outstanding as of December

Outstanding at

December 31, 2024

Option Awards

Outstanding at

December 31, 2023

Phillip Frost

Anthony Japour

Roger Kornberg

Pfenniger, Jr.

Policies and Practices as Related to Risk Management

Compensation Committee and management do not believe that the Company maintains compensation policies or practices that are reasonably

likely to have a material adverse effect on the Company.

Our employees’ base salaries are fixed in amount and thus we do not believe

that they encourage excessive risk-taking.

Our Compensation Committee has in the past granted and may in the future grant in its sole

discretion equity awards to employees.

principal risks other than liquidity relate to the results of our research and development activities.

Our Co-Chief Executive Officer,

Sam Lee, is actively involved in monitoring our research and development activities and our clinical trial program.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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

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

and (iv) all current executive officers and directors of Cocrystal as a group.

Unless otherwise specified in the notes to this table,

the address for each person is:

c/o Cocrystal Pharma, Inc., 19805 North Creek Parkway, Bothell, WA.

Beneficial Owner

Stock Beneficially

and Nature of

Beneficial Owner (1)

Directors and Named Executive Officers:

James Martin (2)

Phillip Frost (4)

Fred Hassan (5)

Anthony Japour (6)

Roger Kornberg (7)

Richard Pfenniger (8)

Steven Rubin (9)

All directors and executive officers as a group (8 persons) (10):

Raymond Schinazi (11)

Sue Wilcox (12)

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.

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.

Lee is a Named Executive Officer.

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

Frost is a director.

Includes (i) 1,319,838 shares of common stock held by Frost Gamma Investments Trust, (ii) 42,849 vested stock

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

Frost is the trustee of Frost Gamma Investments Trust.

Frost Gamma L.P.

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.

is 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.

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.

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.

Kornberg is a director.

Includes (i) 39,769 shares of common stock held by a trust of which Dr.

Kornberg is the trustee, (ii) 57,761

vested stock options and (iii) 14,054 shares underlying vested RSUs .

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.

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.

and Executive Officers as a group.

This amount includes ownership by all directors and all current executive officers including Named

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.

Compensation Plan Information

following chart reflects the number of securities granted under equity compensation plans approved and not approved by stockholders and

the weighted average exercise price for such plans as of December 31, 2024.

upon exercise of

Weighted average

exercise price

of outstanding

options and stock awards

available for

future issuance

plans (excluding

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Certain Relationships and Related Transactions and Director Independence.

RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

than as disclosed below and the compensation arrangements described in this Amendment under “Executive Compensation,” there

have been no transactions since January 1, 2023, involving the Company, in which the amount exceeded $120,000, and in which any of our

directors, executive officers, beneficial owners of 5% or more of our common stock or certain other related persons had a direct or indirect

material interest, and there are no such currently proposed transactions.

August 14, 2024, the Company entered into a three-year lease extension with a limited liability company controlled by Dr.

Phillip Frost,

a director and a principal stockholder of the Company.

The Company paid a lease deposit of $4,000 on the original agreement and total

rent and other expenses paid in connection with this lease were $62,000 and $63,000 for the years ended December 31, 2024 and 2023, respectively.

April 4, 2023, the Company entered into a Securities Purchase Agreement with two accredited investors including Frost Gamma Investments

Trust, a trust in which Phillip Frost, M.D., a director of the Company, is the trustee whereby each purchaser purchased 1,015,229 shares

of common stock at a price of $1.97 per share, or two equal $2,000,000 investments.

The second purchaser was Fred Hassan, who several

weeks later was appointed a director of the Company.

The purchase price complied with the Nasdaq Listing Rule 5635.

Party Transaction Policy

Bylaws provide for policies and procedures for the review, approval, or ratification of transactions with related parties.

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.

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

whether the proposed transaction is on terms no less favorable than terms generally available to unaffiliated third parties under the

same or similar circumstances, and whether the proposed transaction presents an improper conflict of interest for any officer or director

of the Company, whether or not that officer or director is involved in the transaction.

The Board may approve or ratify such transactions

if it determines, after review, that they are fair to the Company and not inconsistent with the best interests of the Company and its

stockholders.

Any director who is interested in such a related-party transaction will be recused from any consideration of such related

party transaction.

addition, the charter of the Corporate Governance and Nominating Committee provides that the Committee will coordinate with the Chief

Financial Officer to monitor and enforce the Company’s related party transaction policy, and report its findings to the Board.

“Directors, Executive Officers and Corporate Governance – Director Independence” for disclosure regarding director

independence.

Principal Accountant Fees and Services.

Committee’s Pre-Approval Policies and Procedures

Audit Committee reviews and approves audit and permissible non-audit services performed by our independent registered public accounting

firm (the “Principal Accountant”), as well as the fees charged for such services.

In its review of non-audit service and

its appointment of our independent registered public accounting firm, the Audit Committee considers and considered whether the provision

of such services was compatible with maintaining independence.

All of the services provided and fees charged by our Principal Accountant

in 2024 and 2023 were approved by the Audit Committee in accordance with its pre-approval policy.

Accountant Fees and Services

following table shows the fees billed by our Principal Accountant for the years ended December 31, 2024 and 2023.

Audit Fees (1)

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.

Exhibits, Financial Statement Schedules

See Part II, Item 8 of this report.

See Index to Exhibits below.

Financial Statements:

Part II, Item 8 of this report.

Exhibits below.

Certificate of Incorporation, as amended

Certificate of Amendment to the Certificate of Incorporation

Amended and Restated Bylaws

8 unchanged sentences

Form of Underwriter’s Warrant

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

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.

11 unchanged sentences

Clawback policy

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

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

Represents management contracts or compensatory plan or arrangement.

1 unchanged sentence

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

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

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

6 unchanged sentences

on its behalf by the undersigned, thereunto duly authorized.

Chief Executive Officer

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.

March 31, 2025

Roger Kornberg

March 31, 2025

Phillip Frost

Richard Pfenniger

March 31, 2025

Anthony Japour

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

and Co-Chief Executive Officer (Principal Executive Officer)

March 31, 2025

Richard Pfenniger

March 31, 2025

Chief Financial 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