8-K
Cocrystal Pharma, Inc. (COCP)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): March 31, 2025
CocrystalPharma, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38418 | 35-2528215 |
|---|---|---|
| (State<br> or other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 19805<br> N. Creek Parkway<br><br> <br>Bothell,<br> WA | 98011 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (877) 262-7123
N/A
(Former
name or former address, if changed since last report.):
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock | COCP | The<br> Nasdaq Stock Market LLC |
| (The Nasdaq Capital Market) |
Item8.01 Other Information
This Current Report on Form 8-K is being filed by Cocrystal Pharma, Inc. (the “Company”) solely to file a corrected version of the auditor’s consent originally included as Exhibit 23.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”) to refer to the Company’s effective registration statement on Form S-3 (No. 333-271883) (the “Registration Statement”), which reference was previously omitted from the version of the consent that was filed with the Form 10-K. Such consent is filed as Exhibit 23.1 of this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.
Item9.01 Financial Statements and Exhibits
(d)Exhibits
| Exhibit | Description |
|---|---|
| 23.1 | Consent of Weinberg & Company |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cocrystal Pharma, Inc. | ||
|---|---|---|
| Date:<br> April 1, 2025 | By: | /s/ James Martin |
| Name: | James<br> Martin | |
| Title: | Chief<br> Financial Officer and Co-Chief Executive Officer |
Exhibit23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-271883) and on Form S-8 (No. 333-193161 and No. 333-224869) of our report dated March 31, 2025, relating to the consolidated financial statements of Cocrystal Pharma, Inc. (which report includes an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 31, 2025. We also consent to the reference to our firm under the heading “Experts” in such Registration Statements and related Prospectuses.
| /s/<br> Weinberg & Company. P.A. |
|---|
| Los<br> Angeles, California |
| April<br> 1, 2025 |