8-K - COCP - Equibles

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

Date of Report (Date of earliest event reported): February 28, 2024

CocrystalPharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38418	35-2528215
(State<br> or other jurisdiction	(Commission	(IRS<br> Employer
of<br> incorporation)	File<br> Number)	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 (see General Instruction A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock	COCP	The<br> Nasdaq Stock Market LLC<br><br> <br>(The<br> Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item1.02 Termination of Material Definitive Agreement.

On February 28, 2024, Cocrystal Pharma, Inc. (the “Company”) provided notice to Kansas State University Research Foundation of the Company’s election to terminate the License Agreements (the “Agreements”) dated February 12, 2020 and April 19, 2020. The terminations, which were made due to the Company’s determination that further development efforts under the Agreements would be futile, are effective on March 29, 2024. The material terms of the Agreements are summarized in the Company’s previous Current Reports on Form 8-K filed on February 24, 2020 and April 22, 2020, which descriptions are incorporated herein by reference.

The Company has developed under its proprietary structure-based drug discovery platform technology the wholly owned compound CDI-988 as a pan-viral therapeutic for coronavirus and norovirus, which compound is not affected by the terminations described above. CDI-988 is currently progressing in a Phase 1 clinical trial.

Item9.01 Financial Statements and Exhibits.

Exhibit<br><br> <br>No.	Description
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.

Dated: March 1, 2024

Cocrystal Pharma, Inc.
By:	/s/ James Martin
Name:	James<br> Martin
Title:	Chief<br> Financial Officer and Co-Chief Executive Officer