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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
file number: 001-38418

Pharma, Inc.

 (Exact
name of registrant as specified in its charter)

 Delaware

 35-2528215

 (State
 or Other Jurisdiction of

 (I.R.S.
 Employer

 Incorporation
 or Organization)

 Identification
 No.)

 19805
 North Creek Parkway Bothell, WA

 98011

 (Address
 of Principal Executive Office)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (877) 262-7123

 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
 Stock, par value

 $0.001
 per share

 COCP

 The
 Nasdaq Stock Market LLC

 (The
 Nasdaq Capital Market)

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer",
"smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price as
of the last business day of the registrant's most recently completed second fiscal quarter, June 30, 2023, was approximately $ 18.5
million.

 The
number of shares outstanding of the registrant's common stock, as of March 28 2024, was approximately 10,173,790 shares.

 Documents
Incorporated by Reference

 Portions
of the registrant's definitive proxy statement for its 2024 Annual Meeting of Stockholders are incorporated by reference in Items
10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K.

 Page

 Part I.

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item
 1B.

 Unresolved Staff Comments.

 Item
 1C.

 Cybersecurity.

 Item
 2.

 Properties.

 Item
 3.

 Legal Proceedings.

 Item
 4.

 Mine Safety Disclosures.

 Part II.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item
 6.

 Selected Financial Data.

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item
 8.

 Financial Statements.

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item
 9A.

 Controls and Procedures.

 Item
 9B.

 Other Information.

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Part III.

 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.

 Item
 14.

 Principal Accounting Fees and Services.

 Part IV.

 Item
 15.

 Exhibits, Financial Statement Schedules.

 Item
 16.

 Form 10-K Summary

 SIGNATURES

 PART
I

 Item
1. Business.

 Overview

Pharma, Inc. (the "Company" or "Cocrystal") is a clinical-stage biotechnology company discovering and developing
novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. We employ unique structure-based technologies and
Nobel Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies are designed to efficiently deliver
small molecule therapeutics that are safe, effective, and convenient to administer. We have identified promising discovery, preclinical
and clinical stage antiviral compounds for unmet medical needs caused by RNA viruses including influenza virus, coronaviruses (including
SARS-CoV-2 & MERS-CoV), norovirus, respiratory virus infections and hepatitis C virus ("HCV") infections.

 The
Company operates as one business entity.

Technology

 We
are developing small molecule antiviral therapeutics that inhibit the essential viral replication function of RNA viruses causing acute
and chronic viral diseases. Our goals include treating and preventing influenza virus, coronavirus, and norovirus infections by discovering
and developing drug candidates targeting required steps in the viral replication process. Additionally, one of our goals is to decrease
the duration of HCV therapy. To discover and design these virus replication inhibitors, we use a proprietary platform comprising computational
chemistry, medicinal chemistry, X-ray crystallography and our extensive know-how. We determine the structures of cocrystals containing
the inhibitors bound to the viral enzyme or protein to guide our structure-based drug design. We also use advanced computational methods
to screen and design product candidates using proprietary cocrystal structural information. In designing the candidates, we seek to anticipate
and avert potential viral mutations leading to resistance. By designing and selecting drug candidates that interrupt the viral replication
process and also have specific binding characteristics, we seek to develop drugs that are not only effective against both the virus and
possible mutants of the virus, but which also have reduced off-target interactions that may cause undesirable clinical side effects.

 The
successful application of our approach requires an extensive knowledge of viruses and drug targets. In addition, knowledge and experience
in the fields of structural biology, pharmacology, virology, and enzymology are required. We developed our proprietary structure-based
drug design under the guidance of Dr. Roger Kornberg, our Chief Scientist and Chairman of both our Scientific Advisory Board ("SAB")
and Board of Directors (the "Board"), who received the Nobel Prize in Chemistry in 2006. Our drug discovery process focuses
on the highly conserved regions of the viral drug target enzymes and inhibitor-enzyme interactions at the atomic level. Additionally,
we have developed proprietary chemical libraries consisting of non-nucleoside inhibitors, metal-binding inhibitors, and drug-like fragments.
Our drug discovery process is different from traditional, empirical, medicinal chemistry approaches that often require iterative high-throughput
compound screening and lengthy hit-to-lead processes. We will continue developing preclinical and clinical drug candidates using our
proprietary drug discovery technology.

 The
Company's proprietary technology integrates several powerful and specialized techniques:

 (1)

 Selection
 of viral drug targets amenable to broad-spectrum antiviral drug development and essential for viral genome replication;

 (2)

 Atomic
 resolution 3-D structure determination of drug binding pockets;

 (3)

 In-depth
 computational analysis of conserved drug-binding pockets and critical molecular interactions between antiviral inhibitors and amino
 acid residues of the target molecule's drug-binding pocket;

 (4)

 structure determinations to inform hit identification, hit-to-lead, and lead optimization processes;

 (5)

 Molecular
 modeling and computer-guided lead discovery to support rational chemical modifications based on structure-activity relationships,
 or SAR, of candidate inhibitor compounds;

 (6)

 Knowledge
 of enzymatic mechanisms to guide the design of drugs with exceptional affinity, specificity, and broad-spectrum activity; and

 (7)

 Platforms
 for rapid identification of antiviral enzyme inhibitors showing broad-spectrum antiviral activity.

 We
have applied these techniques to develop antiviral inhibitors of four important viruses: influenza virus, coronavirus, norovirus and
HCV.

 Market-Driven
Product Profiles

 In
all of our programs our goal is to develop best-in-class broad-spectrum antiviral drugs with high-barrier-to-drug resistance. An ideal
product for an antiviral therapy would have at least the following characteristics:

 (1)

 High
 barrier to viral resistance;

 (2)

 Effective
 against all viral subtypes that cause disease;

 (3)

 Novel
 mechanism of action for therapeutic and/or prophylactic treatments;

 (4)

 Favorable
 safety and tolerability profile; and

 (5)

 Multiple
 routes of administration including oral, inhalation, and/or injection.

 Even
at the discovery stage of drug development, we select compounds with these factors in mind. Furthermore, we believe our technology is
capable of delivering therapies that satisfy all of these key factors, as detailed below.

 High
barrier to drug resistance: Drug resistance is a major obstacle to developing effective antiviral therapies. Viruses can reproduce
rapidly and in enormous quantities in infected human cells. During viral replication, random changes in the viral genome, called mutations,
develop. If such a mutation occurs in a region of the viral genome that is targeted by a given antiviral therapy, that therapy may no
longer be effective against the mutated virus. These mutated or "resistant" viruses can freely infect and multiply even in
individuals who have received drug treatment. In some cases, resistant virus strains may even predominate. For example, in the 2009 swine
influenza pandemic, the predominant strain was resistant to the best available therapies. During the COVID-19 pandemic outbreak newly
emergent mutated coronaviruses have been identified, pointing out the ineffectiveness of vaccines and therapeutics. Another example,
the Omicron variant which arose as the dominant strain of COVID-19 in late 2021 until it diminished in the winter of 2022 displayed increased
resistance to available vaccines and treatments, resulting in the limitation or suspension of emergency use authorizations by the FDA
for certain therapeutic products. In early 2024, a new strain of COVID-19 named JN.1 rapidly grew to the predominant strain of the virus
in circulation, believed to be either more transmissible or better at evading the immune system than other circulating variants.

 The
Company's focus on viral replication proteins can potentially overcome the obstacle of viral resistance. We identify and target
critical residues of viral replication proteins that are essential for function, and therefore, sensitive to change. A mutation in these
critical residues is likely to inactivate or slow down the replication processes and, in turn, render the virus incapable of replicating.
Because such mutations cannot propagate, the virus cannot effectively develop resistance to the enzyme inhibitors we employ. We test
the effectiveness of our compounds against existing drug resistant variants and select compounds with the highest barrier to resistance.

 Broadly
effective against major strains responsible for a viral disease: For any given viral disease, there are different strains of viruses
that cause the disease. For example, there are three types of influenza viruses, A, B, and C. Influenza A and B viruses are significant
human respiratory pathogens that cause seasonal flu and hospitalizations, with influenza A viruses being solely responsible for past
influenza pandemics. Influenza C is a subtype of the influenza virus that tends to cause only mild illness and is not responsible for
seasonal or pandemic infections. Our goal is to design and develop drug candidates that will be effective on the broadest possible range
of viruses causing the disease.

 Many
antiviral drugs available today are effective only against certain strains of a given virus and less effective or not effective at all
against other strains. To address this problem, we are developing drug candidates that specifically target viral enzymes involved in
viral replication. Despite the various strains of virus that may exist, the active site of these enzymes required for viral replication
is essentially highly conserved among all strains of a given virus. By targeting these highly conserved regions of the replication enzymes,
our antiviral compounds are designed and tested to be effective against major virus strains. Replication enzymes are generally conserved
not only among subtypes of a given virus but also among many different viruses, creating an opportunity for the development of broad-spectrum
antiviral drugs.

 Fast
onset of action: As viruses can reproduce rapidly and in enormous quantities in human cells, antiviral drugs are needed with faster
onset of viral load reduction resulting in shorter treatment time.

 Safety
and tolerability: All drugs potentially have side effects, also referred to as adverse effects. These usually result from a drug's
ability to interact and/or interfere the physiological functions of human proteins, causing undesirable effects. When this interaction
is intentional (i.e., part of the drug's mechanism of action), the adverse effects are classified as on-target effects. When this
interaction is unintentional (i.e., resulting from the drug's interaction with an unintended human molecule), the effects are called
off-target effects. Our inhibitors target viral replication enzymes, which are generally unique to viruses. Because the targets are viral,
not human, minimal adverse effects may be the result. During the discovery phase, we evaluate candidate compounds for potential cross-reactivity
with human replication enzymes and attempt to eliminate those compounds that are cross-reactive with human homologous proteins.

 Ease
of administration: We select compounds for development that can be administered orally, preferably once daily in pill-form, or by
inhalation or injection.

and Development Update

the year ended December 31, 2023 the Company focused its research and development efforts primarily in three areas:

 Influenza
Program

 We
have several candidates under development for the treatment of influenza infection. CC-42344, a novel PB2 inhibitor, was selected as
a preclinical lead for the treatment of pandemic and seasonal influenza A. Oral CC-42344 was advanced to a Phase 2a influenza human challenge
clinical study in 2023 as described in more detail below. This drug candidate binds to a highly conserved PB2 site of influenza polymerase
complex (PB1: PB2: PA) and exhibits a novel mechanism of action. CC-42344 showed excellent antiviral activity against influenza A strains,
including avian pandemic strains, Tamiflu and baloxavir resistant strains, and has favorable pharmacokinetic and drug resistance
profiles. This drug candidate was specifically designed and developed using Cocrystal's proprietary structure-based drug discovery
platform technology.

 In
March 2022 enrollment was initiated in a randomized, double-blind, placebo-controlled Phase 1 study of orally delivered CC-42344, which
was conducted in Australia. Later that year we reported favorable safety and tolerability results from the Phase 1 study of CC-42344
for the treatment of both pandemic and seasonal influenza A.

 In
October 2023 we announced receipt of authorization from the United Kingdom Medicines and Healthcare Products Regulatory Agency (MHRA)
to initiate a Phase 2a human challenge trial with oral CC-42344 as a potential treatment for pandemic and seasonal influenza A. In December
2023 we announced achievement of first-patient-in for this Phase 2a human challenge clinical trial. This ongoing randomized, double-blind,
placebo-controlled study is evaluating the safety, tolerability, viral and clinical measurements of influenza A infection in subjects
dosed with oral CC-42344 treatment. Topline clinical results from the Phase 2a trial are expected in 2024.

 In
addition to the oral CC-42344, we developed inhaled CC-42344 for the prophylactic treatment of pandemic and seasonal influenza A infections.
Our preclinical data of the inhaled CC-42344 showed excellent antiviral activity in influenza H1N1-infected human upper airway epithelium
with favorable safety profile. We completed inhalation formulation development and are evaluating plans to initiate a Phase 1 study in
2024.

 We
also continue developing novel broad-spectrum influenza antivirals targeting replication enzymes of influenza A and B strains.

 Coronavirus
and Norovirus Programs

 In
October 2022 we announced the selection of a novel, broad-spectrum antiviral drug candidate CDI-988 for clinical development as an oral
treatment for SARS-CoV-2, the virus that causes COVID-19. CDI-988 targets a highly conserved region in the active site of SARS-CoV-2
main (3CL) protease required for viral replication and and was discovered to exhibit pan-coronavirus activity against MERS-CoV, SARS-CoV,
and common coronaviruses. This drug candidate was specifically designed and developed as a pan-viral protease inhibitor using Cocrystal's
proprietary structure-based drug discovery platform technology.

 Subsequent
preclinical studies demonstrated that pan-coronavirus lead CDI-988 also showed broad-spectrum antiviral activity against the multiple
pandemic norovirus proteases. High resolution crystal structures confirmed that CDI-988 binds to the highly conserved region of the norovirus
protease active site. In August 2023 we announced the selection of pan-viral CDI-988 as a potential oral therapy for coronaviruses and
norovirus.

 In
May 2023 we announced approval from the Australian Human Research Ethics Committee (HREC) to conduct a randomized, double-blind, placebo-controlled
Phase 1 study of CDI-988. The study is designed to access the safety, tolerability and pharmacokinetics of CDI-988.

 In
September 2023 we announced dosing of the first subjects in our Phase 1 clinical study with our oral, first-in-class pan-norovirus and
pan-coronavirus 3CL protease inhibitor CDI-988. Topline clinical results from the Phase 1 trial are expected in 2024.

 Therapeutic
Targets

 Influenza:
A worldwide public health problem, including the potential for pandemic disease.

 Influenza
is a severe respiratory illness, caused primarily by influenza A or B virus. Influenza A viruses are the only influenza viruses known
to cause influenza pandemics. Each year there are approximately 1 billion cases of seasonal influenza worldwide, with 3-5 million severe
illnesses and up to 650,000 deaths, according to the World Health Organization ("WHO"). On average about 8% of the U.S. population
contracts influenza each season, according to the Centers for Disease Control and Prevention ("CDC"). In addition to the
health risk, influenza is responsible for approximately $10.4 billion in direct medical costs in the U.S. annually, according to the
National Institutes of Health ("NIH").

 Currently,
approved antiviral treatments for influenza are effective, but burdened with significant viral resistance. Strains of influenza virus
that are resistant to the approved treatments oseltamivir phosphate (Tamiflu) and zanamavir (Relenza), baloxavir marboxil (Xofluza)
have appeared, and in some cases are predominated. For example, the predominant strain of the 2009 swine influenza pandemic was resistant
to oseltamivir. Oseltamivir inhibits influenza neuraminidase enzymes, which are not highly conserved between viral strains. According
to the WHO, approximately 15% of the H1N1 isolated circulating worldwide were oseltamivir resistant. Also, treatment-emergent resistance
to recently approved baloxavir has been observed during clinical trials and the potential transmission of resistant influenza variants
could significantly diminish baloxavir effectiveness.

 The
Company developed CC-42344, a novel PB2 inhibitor, as a lead candidate for the treatment of influenza A. We completed a Phase 1 study
with oral CC-42344 and in December 2022 reported on favorable safety and tolerability results from the CC-42344 Phase 1 study. Upon approval
of United Kingdom MHRA, we initiated a randomized, double-blind, placebo-controlled influenza Phase 2a human challenge study in the first
half of 2023 and announced dosing of the first subjects in this study with oral CC-42344 in December 2023. Topline clinical results from
the Phase 2a trial are expected in 2024.

 Coronavirus:
COVID-19 continues to be a global pandemic fueled by an emergence of new strains.

 As
a global pandemic with 774,631,044 COVID-19 confirmed cases globally, including 7,031,216 deaths, as of February 27, 2024, according
to the data reported by the WHO. The COVID-19 pandemic and the measures taken by the federal, state and foreign governments to stop the
spread of the virus have caused a significant disruption to the U.S. and global economy.

 Coronaviruses
(CoV) are a large family of RNA viruses that historically have been associated with illness ranging from mild symptoms similar to the
common cold to more severe respiratory disease. Infection with the novel SARS-CoV-2 has been associated with a wide range of responses,
from no symptoms to more severe disease that has included pneumonia, severe acute respiratory syndrome, kidney failure, and death. The
incubation period for SARS-CoV-2 is believed to be within 14 days after exposure, with most illness occurring within about 5 days after
exposure. SARS-CoV-2, like other RNA viruses, is prone to mutate over time, resulting in the emergence of multiple variants. Adaptive
mutations in the viral genome can alter the virus's pathogenic potential. Even a single amino acid exchange can drastically affect
a virus's ability to evade the immune system and complicate the vaccine and antibody therapeutics development against the virus.
Based on the recent epidemiological update by the WHO, five SARS-CoV-2 VOCs (variants of concern) have been identified since the beginning
of the pandemic. Also, as demonstrated in Delta and Omicron variants as well as the more recent JN.1 strain, some variations allow the
virus to spread more easily and make it resistant to the treatments and vaccines.

 On
October 22, 2020, FDA approved the antiviral drug Veklury (remdesivir) for the treatment of COVID-19 requiring hospitalization. Remdesivir
is a nucleotide prodrug that inhibits viral replication and was previously evaluated in clinical trials for Ebola treatment in 2014.
On May 25, 2023, the FDA approved Paxlovid (nirmatrelvir tablets and ritonavir tablets, co-packaged for oral use) for use to treat COVID-19
for the treatment of mild-to-moderate COVID-19 in adults who are at high risk for progression to severe COVID-19, including hospitalization
or death. For certain hospitalized adults with COVID-19, the FDA has also approved Olumiant (baricitinib) and Actemra (tocilizumab).
In addition, the FDA issued emergency authorization use on several antibody and antiviral therapeutics, including and Lagevrio (molpiravir).

 We
continue pursuing the development of novel antiviral compounds for the treatment of coronavirus infections using our established proprietary
drug discovery platform. By targeting the viral replication enzymes and protease, we believe it is possible to develop an effective treatment
for all coronavirus diseases including COVID-19, Severe Acute Respiratory Syndrome (SARS), and Middle East Respiratory Syndrome (MERS)
- coronaviruses.

 Norovirus:
A worldwide public health problem responsible for close to 90% of epidemic, non-bacterial outbreaks of gastroenteritis around the world.

 Norovirus
is a very common and highly contagious virus that causes symptoms of acute gastroenteritis. among people of all ages. Norovirus
infection can be much more severe and prolonged in specific risk groups including infants, children, the elderly, and people with
immunodeficiency. Symptoms include nausea, vomiting, stomach pain and diarrhea as well as fatigue, fever and dehydration. Outbreaks
occur most commonly in semi-closed communities, having become notorious for their occurrence in hospitals, nursing homes, childcare
facilities, cruise ships, schools, disaster relief sites and military settings. In the United States alone, noroviruses are
responsible for an estimated 21 million cases annually, including 109,000 hospitalizations, 465,000 emergency department visits and
nearly 900 deaths, according to the CDC. The NIH estimates the annual burden to the United States at $10.6 billion. Noroviruses are
responsible for up to 1.1 million hospitalizations and 218,000 deaths annually in children in the developing world. In
immunosuppressed patients, chronic norovirus infection can lead to a debilitating illness with extended periods of nausea, vomiting
and diarrhea. There is currently no effective treatment or effective vaccine for norovirus, and the ability to curtail outbreaks is
limited. We have a candidate norovirus therapeutic in clinical testing. A few companies have been developing vaccines and six
candidate vaccines are in stages of clinical testing by Vaxart Pharmaceutical, Moderna, Hillevax, Takeda Pharmaceuticals, Anhui
Zhifei Longcom Biopharmaceutical (China) and National Vaccine and Serum Institute (China).

 By
targeting viral replication enzymes and a viral protease, we believe it is possible to develop an effective treatment for all genogroups
of norovirus. Also, because of the significant unmet medical need and the possibility of chronic norovirus infection in immunocompromised
individuals, new antiviral therapeutic approaches may warrant an accelerated path to market. The Company is developing inhibitors of
the RNA-dependent RNA polymerase and protease of norovirus. Similar to the HCV polymerases, these enzymes are essential to viral replication
and are highly conserved between all noroviral genogroups. Therefore, an inhibitor of these enzymes might be an effective treatment or
short-term prophylactic agent, when administered during a cruise or nursing home stay, for example. We have developed X-ray quality norovirus
polymerase and protease crystals and have identified promising inhibitors. We are implementing the platform and approaches that have
proven successful in our other antiviral programs.

 In
September 2023 we announced dosing of the first subjects in our Phase 1 clinical study with our oral, first-in-class pan-norovirus and
pan-coronavirus 3CL protease inhibitor CDI-988. Topline clinical results from the Phase 1 trial are expected in 2024.

 Hepatitis
C: A large competitive market with opportunity for shorter treatment regimens.

 HCV
is a highly competitive and changing market. Since 2014, several combinations of direct-acting antiviral agents ("DAAs")
have been approved for the treatment of HCV infection. These include Harvoni (sofosbuvir/ledipasvir) 12 weeks of treatment, Viekira Pak
(ombitasvir/paritaprevir/ritonavir, dasabuvir) twelve weeks of treatment, Epclusa (sofosbuvir/velpatasvir) twelve weeks of treatment,
Zepatier (elbasvir/grazoprevir) twelve weeks of treatment and Mavyret (glecaprevir/pibrentasvir) eight weeks of treatment. We believe
the next improvements in HCV treatment will be ultra-short combination oral treatments of four to six weeks, which is the goal of our
program.

 We
anticipate a significant global HCV market opportunity that will persist through at least 2036, given the large prevalence of HCV infection
worldwide. The 2017 World Health Organization Global Hepatitis Report estimates that 71 million people worldwide have chronic HCV infections.
In July 2023, WHO published that globally, an estimated 58 million people have chronic HCV infection, with about 1.5 million new infections
occurring per year, and an estimated 3.2 million adolescents and children with chronic HCV infection.

 We
are targeting the viral NS5B polymerase with an NNI, which could be developed as part of an all-oral, pan-genotypic combination regimen.
Our focus is on developing what is now called ultrashort treatment regimens from four to six weeks in length. Such a combination treatment
CC-31244 with different classes of approved DAAs has the potential to change the paradigm of treatment for HCV with a shorter duration
of treatment. Combination strategies with approved drugs could allow us to expand CC-31244 into the HCV antiviral therapeutic area globally
and could lead to a high and fast cure rate, to improved compliance, and to reduced treatment duration. To our knowledge no competing
company has yet developed a short HCV treatment of less than 8 weeks with a high (>95%) sustained virologic response (SVR) at week
12.

 CC-31244,
an HCV NNI, is a potential best in class pan-genotypic inhibitor of NS5B polymerase for the treatment of HCV. The Company completed a
Phase 1a/b study in Canada in September 2016, with favorable safety results in a randomized, double-blinded, Phase 1a/b study in healthy
volunteers and HCV-infected subjects. The Company completed a Phase 2a study in HCV genotype 1 subjects in the United States. Cocrystal
presented the interim results from the Phase1a/b study at the APASL in February 2017. HCV-infected subjects treated with CC-31244 had
a rapid and marked decline in HCV RNA levels, and slow viral rebound after treatment. Results of this study suggest that CC-31244 could
be an important component in a shortened duration all-oral HCV combination therapy. The Company has completed the Phase 2a final study
report as filed with the FDA. See "Item 1 – Business – Research and Development Update – Hepatitis C" for
more information.

 The
Company has been seeking a partner for further clinical development of CC-31244 since completing Phase 2a trials.

 Intellectual
Property

 Our
success depends, in part, upon our ability to protect our core technology. To establish and protect our proprietary rights, we rely on
a combination of patents, patent applications, trademarks, copyrights, trade secrets and know-how, license agreements, confidentiality
procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual
rights.

 Our
patent portfolio consists of issued patents and pending applications in the areas primarily related to the treatment of disease associated
with Influenza A, Influenza A/B, and norovirus/coronaviruses and HCV.

 In
our Influenza A program, our patent portfolio consists of several patent families, including two pending international (PCT) applications
and two families of pending applications in the U.S. and various foreign countries.

 In
our Influenza A/B program, our patent portfolio consists of a number of patent families pending, variously, as international (PCT) applications
and in Taiwan. Aspects of this program were developed in collaboration with Merck, which is legally protecting the intellectual property
of the collaboration compounds.

 In
our norovirus and coronavirus programs, our patent portfolio consists of three pending families of U.S. provisional applications.

 In
our HCV program, our patent portfolio consists of several patent families, with granted patents in the U.S. and Europe, as well as China,
Canada, Eurasia, Japan, and Singapore. Applications are pending in numerous other jurisdictions.

 Collaborations

 Merck
Collaboration

 On
January 2, 2019, we entered into an Exclusive License and Research Collaboration Agreement (the "Collaboration Agreement")
with Merck Sharp & Dohme LLC ("Merck") to discover and develop certain proprietary influenza A/B antiviral agents.

 Under
the terms of the Collaboration Agreement, Merck is funding research and development for the program at Cocrystal and Merck, including
clinical development at Merck, protecting intellectual property and Merck is responsible for worldwide commercialization of any products
derived from the collaboration.

 On
December 15, 2023, we received written notice from Merck of Merck's election to terminate the Collaboration Agreement, dated January
2, 2019, by and between the Company and Merck, with respect to the collaboration with Merck on the development of influenza A/B antiviral
compounds. The termination of the Agreement is effective on March 14, 2024. The termination resulted from the inability to develop the
compounds to meet a specific aspect of Merck's program.

 Kansas
State University Research Foundation

entered into a License Agreement with KSURF on February 18, 2020 to further develop certain proprietary broad-spectrum antiviral compounds
for the treatment of norovirus and coronavirus infections.

to the terms of the License Agreement, KSURF granted the Company an exclusive royalty bearing license to practice under certain patent
rights, under patent applications covering antivirals against coronaviruses, caliciviruses, and picornaviruses, and related know-how,
including to make and sell therapeutic, diagnostic and prophylactic products.

 The
Company agreed to pay KSURF a one-time non-refundable license initiation fee of $80,000 under the License Agreement, and annual license
maintenance fees. The Company also agreed to make certain future milestone payments of up to approximately $3.1 million, dependent upon
the progress of clinical trials, regulatory approvals, and initiation of commercial sales in the United States and certain countries
outside the United States.

 On
April 19, 2020, the Company entered into a second License Agreement with KSURF in addition to the License Agreement entered into in February
2020.

to the terms of the second License Agreement, KSURF granted the Company an exclusive royalty bearing license to practice under certain
patent rights under patent applications covering antivirals against coronaviruses, caliciviruses, and picornaviruses, and related know-how,
including to make and sell therapeutic, diagnostic and prophylactic products.

 The
Company agreed to pay KSURF a one-time non-refundable license initiation fee and annual license maintenance fees. The Company also agreed
to make certain future milestone payments of up to approximately $4.2 million, dependent upon the progress of clinical trials, regulatory
approvals, and initiation of commercial sales in the United States and certain countries outside the United States.

 On
February 28, 2024, the Company provided notice to KSURF of the Company's election to terminate the License Agreements. The terminations,
which were made due to the Company's determination that further development efforts under the License Agreements would be futile,
are effective on March 29, 2024. The Company continues to clinically progress its fully owned compound CDI-988 for coronaviruses and
norovirus.

 Business-Competition

 The
biotechnology and pharmaceutical industries are subject to intense and rapidly changing competition as companies seek to develop new
technologies and proprietary products. We face worldwide competition from larger biotechnology and pharmaceutical companies, universities
and other academic or research institutions and government agencies that are developing and commercializing pharmaceutical products similar
to our product candidates that target the viruses we are seeking to treat. We know of several companies that have marketed or are developing
products for the treatment of influenza, coronavirus, norovirus and HCV, including Roche, Gilead Sciences, Inc. ("Gilead"),
Merck, Janssen Pharmaceuticals, Inc., Bristol-Myers Squibb, Toyama Chemical Co., Shionogi/Roche and Abbvie, Inc. Their products are widely
considered effective. Further, in the wake of the global COVID-19 pandemic a number of third parties, including large biotechnology and
pharmaceutical companies such as Pfizer Inc., Moderna, Inc., Janssen Pharmaceuticals, Inc., and academic institutions began conducting
research aimed at development of an effective treatment for, or a vaccine against, COVID-19. As a result of these efforts, a number of
vaccines and treatments for COVID-19 have been commercialized under FDA approval, or under the FDA's emergency use authorization,
although certain of these approvals or authorizations are limited to specified circumstances. At least four treatments and five vaccines
for COVID-19 have received FDA approval. Many of the companies developing products for the viral diseases that are the focus of our programs
have substantially greater financial resources, including government funding, expertise and capabilities than we do and have existing
products in significantly more advanced stages of development. Additionally, viral mutations can lead to new strains or variants of a
virus that may be more resistant to products we develop when compared to those of competitors. See "Risk Factors" for more
information on the risks we face with respect to our competition.

 To
date, we have not fully developed, received regulatory approval for or commercialized any of our product candidates. Our ability to compete
will depend, to a great extent, on the speed in which we and our collaborators can develop safe and effective product candidates, complete
clinical testing and regulatory approval processes, and coordinate with third parties to produce and distribute the resulting products
in sufficient commercial quantities to create and maintain a market for such products at favorable costs and prices. If we do complete
development of and obtain regulatory approval to market any product candidate, we anticipate that the competition we would face with
respect to such product would be based on a combination of a number of factors including efficacy, safety, reliability, availability,
price, patent position, and other factors.

 Government
Regulation

 Government
authorities extensively regulate the research, development, testing, manufacturing and commercialization of drug products. Any product
candidates we develop must be approved by the U.S. Food and Drug Administration ("FDA") before they may be legally marketed
in the U.S., and by the appropriate foreign regulatory agencies before they may be legally marketed in other countries. The clinical
testing of product candidates to establish their safety and efficacy in humans is subject to substantial statutory and regulatory requirements
with which we must comply.

 In
addition to the U.S. requirements such as those enforced by the FDA with respect to safety and efficacy of research, testing, development
and production, we also must comply with applicable laws and regulations of any foreign jurisdictions in which we operate. For example,
as a result of our Phase 1 trial in Australia for CC-42344, our lead Influenza A product candidate, we are subject to the Australian
government's laws and regulations pertaining to the research and development, including clinical testing on human subjects, of
therapeutic product candidates. Further, our Phase 2a study for in the United Kingdom in 2023 for CC-42344 subjects us to similar laws
and regulations in the United Kingdom. Our presence in foreign countries has also subjected us to more general laws applicable to operations
abroad, such as the U.S. Foreign Corrupt Practices Act (the "FCPA") and comparable legislation and regulation in foreign
jurisdictions. In general, the FCPA prohibits U.S. corporations and their representatives from offering, promising, authorizing or making
payments to any foreign government official, government staff member, political party or political candidate to obtain or retain business
abroad. The scope of the FCPA includes interactions with certain healthcare professionals in many countries. Other countries have enacted
similar anti-corruption laws and/or regulations. Further, because of our reliance on one or more CROs and CMOs with respect to our research
and development activities both in the U.S. and in foreign jurisdictions, we may have limited control over compliance with such requirements
in certain instances.

 Human
Capital

 As
of March 28, 2024, we employed 12 full-time employees. Of these full-time employees, nine are engaged in research and development activities.
In addition, we have contracts with CROs, CMOs and consultants to provide chemistry, toxicology, preclinical, clinical, and regulatory
work on our programs, including in both preclinical and clinical studies for our product candidates.

 Available
Information

 Our
corporate website is www.cocrystalpharma.com. We make available on our website under "Investors – SEC Filings" access
to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and
amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), free of charge.

 ITEM
1A. RISK FACTORS

 You
should carefully consider the risks described below, as well as other information contained in this report, including the consolidated
financial statements and the notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of
Operations." The occurrence of any of the events discussed below could significantly and adversely affect our business, prospects,
results of operations, financial condition, and cash flow.

 Summary
Risk Factors

 Our
business is subject to numerous risks and uncertainties that you should consider before investing in our common stock. The following
is a summary of the principal risk factors we face:

 We
 have incurred significant losses since our inception, expect to incur losses over the next several years and may never achieve or
 maintain profitability.

 We
 have no history of commercializing products.

 We
 will need additional funding to pursue our business objectives, including to eventually commercialize our product candidates if we
 complete research and development efforts and receive the required regulatory approvals for a product candidate in the future.

 We
 allocated a significant amount of time and resources into developing a treatment for COVID-19, and these efforts may ultimately be
 unfruitful particularly given the increasing number of FDA approved competitor treatments with the passage of time.

 The
 regulatory approval processes of the FDA and other government authorities are lengthy, time consuming and inherently unpredictable.

 If
 we are unable to successfully develop, receive regulatory approval for and commercialize our product candidates, our business will
 be harmed.

 Even
 if we do commercialize one or more products, most pharmaceutical products that achieve commercialization still do not recoup their
 cost of capital.

 We
 face uncertainties with respect to the potential for new United States healthcare legislation which may lead to reduced pricing,
 among other things.

 The
 cost of our research and development programs may be higher than expected, and there is no assurance that such efforts will be successful
 in a timely manner or at all.

 of the recent terminations of our Collaboration Agreement with Merck and License Agreements with KSURF, we no longer have potential
 revenue prospects or the other perceived benefits of those relationships, which may adversely affect our development and commercialization
 efforts.

 Success
 in preclinical studies or earlier clinical trials may not be indicative of results in future clinical trials or an ability to ultimately
 receive approval from the FDA.

 We
 may not be successful in our efforts to research, develop, or in-license or acquire product candidates.

 We
 face intense competition, which may limit or eliminate our commercial prospects with respect to product candidates.

 We
 rely on third parties to research, develop and commercialize certain product candidates, and such third parties may not perform satisfactorily
 or act in our best interests.

 If
 we are unable to obtain or protect intellectual property rights related to any of our product candidates, we may not be able to compete
 effectively in the market.

 We
 may become subject to expensive intellectual property litigation to enforce our intellectual property rights or defend against claims
 asserted by others.

 The
 trading price and volume of our common stock may be volatile and could decline in which case investors could lose all or part of
 their investment.

 Risk
Factors

 RISKS
RELATED TO OUR BUSINESS

 We
have never generated revenue from product sales and all of our product candidates are currently in the preclinical and early clinical
stage, and we may continue to incur significant losses for the foreseeable future and never generate revenue from product sales.

 We
are a preclinical and early stage clinical, biopharmaceutical discovery and development company. We completed a Phase 2a clinical trial
for our Influenza A lead oral candidate CC-42344 in 2023. We also completed a COVID-19 clinical trial in 2023 for our lead oral candidate
CDI-988. We expect to report findings from these studies in 2024. Because of the need to complete clinical trials, establish safety and
efficacy and obtain regulatory approval, which is an expensive and time-consuming process, we do not anticipate generating revenue from
product sales for at least four years and will continue to sustain considerable losses. We may develop a partnership that could generate
income sooner, but there is no guarantee that will be achievable.

 We
had an accumulated deficit of $315,914,000 from inception through December 31, 2023 and expect to continue losing money in the future.
We may never achieve income from operations or have positive cash flow from operations.

 As
an early-stage drug development company, our focus is on developing product candidates, obtaining regulatory approvals and commercializing
pharmaceutical products. As a result, we have accumulated losses of $315,914,000 from inception through December 31, 2023, expect losses
to continue, and have never generated revenue from product sales. It is likely that we will need to raise additional capital in the future.
There can be no assurance that we will ever generate income from operations or have positive cash flow from operations.

we have yet to generate any revenue from product sales on which to evaluate our potential for future success and to determine if we will
be able to execute our business plan, it is difficult to evaluate our prospects and the likelihood of success or failure of our business.

 Our
ability to generate revenue from product sales and achieve profitability depends on our ability, alone or with partners, to successfully
complete the development of, obtain the regulatory approvals for and commercialize pharmaceutical product candidates. We have no pharmaceutical
product candidates that have generated any commercial revenue, do not expect to generate revenues from the commercial sale of pharmaceutical
products for foreseeable future, and might never generate revenues from the sale of pharmaceutical products. Our ability to generate
revenue and achieve profitability will depend on, among other things, the following:

 identifying
 and validating new therapeutic strategies;

 entering
 into and maintaining collaborations and relationships with large pharmaceutical or biotechnology companies;

 completing
 our research and preclinical development of pharmaceutical product candidates;

 initiating
 and completing clinical trials for pharmaceutical product candidates;

 seeking
 and obtaining regulatory marketing approvals for pharmaceutical product candidates that successfully complete clinical trials;

 establishing
 and maintaining supply and manufacturing relationships with third parties;

 launching
 and commercializing pharmaceutical product candidates for which we obtain regulatory marketing approval with a partner or, if launched
 independently, successfully establishing a sales force, marketing and distribution infrastructure;

 maintaining,
 protecting, enforcing, defending and expanding our intellectual property portfolio; and

 attracting,
 hiring and retaining qualified personnel.

of the numerous risks and uncertainties associated with pharmaceutical product development, we cannot predict the timing or amount of
increased expenses and when we will be able to achieve or maintain profitability, if ever. Our expenses could increase beyond expectations
if we are required by regulatory agencies to perform additional unanticipated studies and trials.

 Even
if one or more pharmaceutical product candidates we independently develop is approved for commercial sale, we anticipate incurring significant
costs associated with commercializing any approved pharmaceutical product candidate. Moreover, even if we can generate revenues from
the sale of any approved pharmaceutical products, we may not become profitable and may need to obtain additional funding to continue
operations.

early-stage drug development requires major capital investment, as we continue to incur operating losses, we will need to raise additional
capital or form strategic partnerships to support our research and development activities in the future.

 We
are still in the early stages of preclinical and clinical development of our product candidates and have no products approved for commercial
sale or presently in clinical trials. However, our ability to conduct clinical trials in a cost-effective manner and within the desired
timeframes remains subject to uncertainties, supply chain shortages, and potential difficulties in obtaining adequate participant enrollments.
Further, developing pharmaceutical products, including conducting preclinical studies and clinical trials, is capital-intensive. As a
rule, research and development expenses increase substantially as we advance our product candidates toward clinical programs. If we are
able to advance our products through clinical trials, we may need to raise additional capital to support our operations and/or form partnerships,
in addition to our existing collaborative alliances, which may give substantial rights to a partner. Such funding or partnerships may
not be available to us on acceptable terms, or at all. Moreover, any future financing may be very dilutive to our existing stockholders.

 As
we move lead compounds through toxicology and other preclinical studies, also referred to as nonclinical studies, we have and we will
be required to file an IND or its equivalent in foreign countries, and as we conduct clinical development of product candidates, we may
have adverse results that may cause us to consume additional capital. Our partners may not elect to pursue the development and commercialization
of our product candidates subject to our respective agreements with them. These events may increase our development costs more than we
expect. We may need to raise additional capital or otherwise obtain funding through strategic alliances if we initiate clinical trials
for new product candidates other than programs currently partnered. We will require additional capital to obtain regulatory approval
for, and to commercialize, product candidates.

 In
securing additional financing, such additional fundraising efforts may divert our management's attention from our day-to-day activities,
which may adversely affect our ability to develop and commercialize product candidates. We cannot guarantee that future financing will
be available in sufficient amounts or on terms acceptable to us, if at all. If we cannot raise additional capital when required or on
acceptable terms, we may be required to:

 accept
 terms that restrict our ability to issue securities, incur indebtedness, or otherwise raise capital in the future, or restrict our
 ability to pay dividends or engage in acquisitions;

 significantly
 delay, scale back or discontinue the development or commercialization of any product candidates;

 seek
 strategic alliances for research and development programs at an earlier stage than otherwise would be desirable or on terms less
 favorable than might otherwise be available; or

 relinquish
 or license on unfavorable terms, our rights to technologies or any product candidates we otherwise would seek to develop or commercialize
 ourselves.

 If
we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will be prevented from pursuing development
and commercialization efforts, which will have a material adverse effect on our business, operating results and prospects or may render
the Company unable to continue operations.

 RISKS
RELATED TO THE DISCOVERY, DEVELOPMENT AND COMMERCIALIZATION OF PRODUCT CANDIDATES

 Our
COVID-19 programs are in the early clinical stage and we face significant competition from major companies who have developed vaccines
or COVID-19 treatments. If we fail to gain market share because our competitors develop and successfully commercialize effective COVID-19
vaccines or therapies or if we fail to obtain or maintain FDA authorization or to otherwise account for uncertainties surrounding the
virus, our business and future prospects could be materially and adversely affected.

 While
we completed a Phase 1 clinical study of our COVID-19 lead oral candidate CDI-988 in 2023, we may be unable to produce an effective therapy
in a timely manner or at all. Additionally, we are committing substantial financial and other resources to our COVID-19 program, which
may negatively impact our other programs. Further, in the wake of the global COVID-19 pandemic a number of third parties, including large
biotechnology and pharmaceutical companies and academic institutions have developed vaccines and treatments which have FDA approval or
emergency use authorization, as more particularly described above under "Business." While the approval or authorization of
certain of these competitive offerings are limited to specified circumstances or patients, given the uncertainties in our ability to
fully develop a viable COVID-19 therapeutic product, the substantial amount of time and resources that would be necessary to complete
development and obtain regulatory approval, and the growing number of competitive offerings, we may ultimately be unable to produce a
product that is commercially viable or is able to generate material revenue.

 Even
if we do obtain FDA authorization for a therapeutic product, the FDA may subsequently rescind or limit such authorization as more information
about the product, including its efficacy and side effects, becomes available. Further, this virus is highly mutative and a number of
variants have already arisen, and any treatment we are able to develop and commercialize will therefore remain subject to the risk that
a mutation will occur that produces a strain or strains of the virus to which such treatment has a diminished effect or is ineffective.
For example, newer variants of the virus can be more resistant to treatments that were effective against prior variants of the virus.
If we do develop a treatment that is effective against a current variant, a later variant may arise that reduces or eliminates the product's
efficacy before we are able to commercialize it. Further, if this occurs, one or more competitors' products may be more effective
against new variants than ours, resulting in a diminished market for our products. If we are unable to timely advance our COVID-19 program,
or if we fail to gain or maintain a market share as a result of our competitors developing and successfully commercializing vaccines
and effective COVID-19 therapies more quickly than we do, our business and future prospects could be materially and adversely affected.

Merck recently terminated our Collaboration Agreement and we recently terminated our License Agreements with KSURF, we no longer have
potential revenue prospects or the other perceived benefits of those relationships, which may adversely affect our development and commercialization
efforts particularly with respect to our influenza A/B, coronavirus and norovirus programs.

 In
late 2023 Merck notified us that it was terminating our Collaboration Agreement, effective March
14, 2024. Pursuant to the terms of the Collaboration Agreement, Merck had agreed to, among other things, (i) fund the research
and development collaboration, including clinical development and commercialization; (ii) make certain milestone payments up to a total
of $156 million, including payments associated with the successful product development and attainment of certain U.S. and EU regulatory
approvals for the developed products and sales volume; and (iii) pay royalties on net sales of the products. Because of the termination,
we will not be receiving any further payments from Merck, and will no longer have the ability to realize the other potential benefits
of this former partnership. We may also be unable to locate a new development and commercialization partner on favorable terms or at
all, or otherwise achieve our objectives with respect to our influenza A/B program. The loss of our alliance with Merck and its name
recognition in the industry and in general could also have adverse consequences outside of this program in terms of our ability to attract
strategic alliances to further our development and commercialization efforts generally.

 Further,
in early 2024 we terminated our License Agreements with KSURF, under which we previously licensed proprietary broad-spectrum antiviral
compounds for the potential treatment of norovirus and coronavirus infections. As a result of the terminations, which were based on our
determination that proceeding with research and development efforts under the licenses would be futile, our prospects in our coronavirus
and norovirus programs are diminished because any perceived or anticipated benefits of the licenses and collaboration will not be realized.
Following the terminations the pool of prospective compounds from which we can potentially identify, develop and commercialize viable
therapeutic product candidates under these programs is reduced. Any of the foregoing could materially adversely affect our research and
development efforts, business and prospects.

 If
we form strategic alliances which are unsuccessful or are terminated, we may be unable to develop or commercialize certain product candidates
and we may be unable to generate revenues from our development programs.

 We
will likely need to use third-party alliance partners for financial, scientific, manufacturing, marketing and sales resources for the
clinical development and commercialization of certain of our product candidates. These strategic alliances, if we are able to enter into
them, will likely constrain our control over development and commercialization of our product candidates, especially once a candidate
has reached the stage of clinical development. Our ability to recognize revenues from successful strategic alliances may be impaired
by several factors including:

 a
 partner may shift its priorities and resources away from our programs due to a change in business strategies, or a merger, acquisition,
 sale or downsizing of its company or business unit;

 a
 partner may cease development in therapeutic areas which are the subject of our strategic alliances;

 a
 partner may change the success criteria for a program or product candidate delaying or ceasing development of such program or candidate;

 a
 significant delay in initiation of certain development activities by a partner could also delay payment of milestones tied to such
 activities, impacting our ability to fund our own activities;

 a
 partner could develop a product that competes, either directly or indirectly, with an alliance product;

 a
 partner with commercialization obligations may not commit sufficient financial or human resources to the marketing, distribution
 or sale of a product;

 a
 partner with manufacturing responsibilities may encounter regulatory, resource or quality issues and be unable to meet demand requirements;

 a
 partner may exercise its rights under the agreement to terminate a strategic alliance, including termination without cause;

 a
 dispute may arise between us and a partner concerning the research, development or commercialization of a program or product candidate
 resulting in a delay in milestones, royalty payments or termination of a program and possibly resulting in costly litigation or arbitration
 which may divert management attention and resources; and

 a
 partner may use our proprietary information or intellectual property to invite litigation from a third-party or fail to maintain
 or prosecute intellectual property rights possibly jeopardizing our rights in such property.

 Termination
of a strategic alliance such as the recent terminations of the Merck Collaboration Agreement and KSURF License Agreements may require
us to seek out and establish alternative strategic alliances with third-party partners. This may not be possible, including due to restrictions
under the terms of our existing collaborations, or we may not be able to do so on terms acceptable to us. See also the risk factor entitled
"Because Merck recently terminated our Collaboration Agreement and we recently terminated our License Agreements with KSURF, we
no longer have potential revenue prospects or the other perceived benefits of those relationships, which will adversely affect our development
and commercialization efforts particularly with respect to our influenza A/B, coronavirus and norovirus programs." If we fail to
establish alternative strategic alliances with third-party partners on terms acceptable to us, or at all, we may be required to limit
the size or scope of one or more of our programs or decrease our expenditures and seek additional funding by other means. Such events
would likely have a material adverse effect on our results of operations and financial condition.

 We
expect to rely on third parties to conduct some or all aspects of our compound formulation, research and preclinical testing, if those
third parties do not perform satisfactorily our business and future prospects would be materially and adversely affected.

 We
do not expect to independently conduct all aspects of our drug discovery activities, compound formulation research or preclinical testing
of product candidates. We rely and expect to continue to rely on third parties to conduct some aspects of our preclinical testing and
on third-party CROs to conduct clinical trials. This reliance can materially delay our research and developments efforts, and increase
the costs of undertaking them. For example, beginning in 2021, certain of our CROs began experiencing staffing shortages and other issues
due to the outbreak of Omicron cases, resulting in delays and increased costs in researching our product candidates. We have also experienced
material delays and cost increases in general throughout the pandemic caused by pandemic-related difficulties faced by our CROs and CMOs.
Further, any disputes that may arise from our arrangements with CROs or CMOs may result in additional unexpected expenses and force our
management to allocate their limited time to seeking a resolution to the problem, which could materially adversely affect our operations.

 If
these third parties terminate their engagements, we will need to enter into alternative arrangements which would delay our product development
activities. Our reliance on these third parties for research and development activities will reduce our control over these activities
but will not relieve us of our responsibilities. If in the future, we elect to develop and commercialize any product candidates on our
own, we will remain responsible for ensuring that each of our IND-enabling preclinical studies and clinical trials are conducted under
the respective study plans and trial protocols. If these third parties do not successfully carry out their contractual duties, meet expected
deadlines or conduct our studies under regulatory requirements or our stated study plans and protocols, we will not be able to complete,
or may experience delays in completing, the necessary clinical trials and preclinical studies to enable us or our partners to select
viable product candidates for IND submissions and will not be able to, or may be delayed in our efforts to, successfully develop and
commercialize such product candidates.

we intend to rely on third-party manufacturers to produce our preclinical and clinical supplies, and commercial supplies of any approved
product candidates, we will be subject to a variety of risks.

 Our
reliance on third-party manufacturers to develop products and our anticipated reliance on third-party manufacturers to produce products
we may develop in the future entail risks to which we would not be subject if we supplied the materials needed to develop and manufacture
our product candidates ourselves, including:

 supply
 chain shortages which were prevalent during the COVID-19 pandemic;

 the
 inability to meet any product specifications and quality requirements consistently;

 a
 delay or inability to procure or expand sufficient manufacturing capacity;

 discontinuation
 or recall of reagents, test kits, instruments, and other items used by us in the development, testing, and potential commercialization
 of products;

 manufacturing
 and product quality issues related to scale-up of manufacturing;

 costs
 and validation of new equipment and facilities required for scale-up;

 a
 failure to comply with cGMP and similar foreign standards;

 the
 inability to negotiate manufacturing agreements with third parties under commercially reasonable terms;

 the
 possibility of breach or termination or nonrenewal of manufacturing agreements with third parties in a manner that is costly or damaging
 to us;

 the
 reliance on a few sources, and sometimes, single sources for raw materials, such that if we cannot secure a sufficient supply of
 these product components, we cannot manufacture and sell product candidates in a timely fashion, in sufficient quantities or under
 acceptable terms;

 the
 lack of qualified backup suppliers for any raw materials currently purchased from a single source supplier;

 operations
 of our third-party manufacturers or suppliers could be disrupted by conditions unrelated to our business or operations, including
 the bankruptcy of the manufacturer or supplier;

 carrier
 disruptions or increased costs beyond our control;

 misappropriation
 of our proprietary technology for the purpose of manufacturing a "generic" version of our product or sale of our product
 to organizations that distribute and sell counterfeit goods, including drugs; and

 failing
 to deliver products under specified storage conditions and in a timely manner.

 These
events could lead to clinical study delays or failure to obtain regulatory approval or impact our ability to successfully commercialize
future products. Some of these events could be the basis for regulatory actions, including injunction, recall, seizure or total or partial
suspension of production.

we expect to rely on limited sources of supply for the drug substance and drug product of product candidates, any disruption in the chain
of supply may cause a delay in developing and commercializing these product candidates.

 Part
of our business plan envisions establishing manufacturing relationships with a limited number of suppliers to manufacture raw materials,
drug substances, and the drug product of any product candidate for which we are responsible for preclinical or clinical development.
Each supplier may require licenses to manufacture such components if such processes are not owned by the supplier or in the public domain.
As part of any marketing approval, a manufacturer and its processes must be qualified by the FDA or foreign regulatory authorities prior
to commercialization. If supply from the approved vendor is interrupted, there could be a significant disruption in commercial supply.
An alternative vendor would need to be qualified through a New Drug Application ("NDA") or marketing authorization supplement,
which could cause further delay. The FDA or other regulatory agencies outside of the United States may also require additional studies
if a new supplier is relied upon for commercial production.

 These
factors could cause the delay of clinical trials, regulatory submissions, required approvals or commercialization of our product candidates,
cause us to incur higher costs and prevent us from commercializing our products successfully. Furthermore, if our suppliers fail to deliver
the required commercial quantities of drug substance or drug product on a timely basis and at commercially reasonable prices, and we
are unable to secure one or more replacement suppliers capable of production at a substantially equivalent cost, our clinical trials
may be delayed, or we could lose potential revenue.

 If
third party manufacturing issues arise, it could increase product and regulatory approval costs or delay commercialization.

 As
third parties scale up manufacturing of product candidates and conduct required stability testing, product, packaging, equipment and
process-related issues may require refinement or resolution to proceed with any clinical trials and obtain regulatory approval for commercial
marketing. We or the manufacturers may identify significant impurities or stability problems, which could cause discontinuation or recall
by us or our manufacturers, increased scrutiny by regulatory agencies, delays in clinical programs and regulatory approval, significant
increases in our operating expenses, or failure to obtain or maintain approval for product candidates or any approved products.

 Since
we expect to continue to rely on third parties to conduct, supervise and monitor our clinical trials, if those third parties fail to
perform in a satisfactory manner and one that meets applicable regulatory, scientific and safety requirements, it may materially harm
our business.

 We
will rely on CROs and clinical trial sites to ensure the proper and timely conduct of our clinical trials. While we establish agreements
governing the activities of such CROs and clinical trial sites, we or our partners will have limited influence over their actual performance.
Nevertheless, we or our partners will be responsible for ensuring that each of our clinical trials is conducted in accordance with its
protocol, and that all legal, regulatory and scientific standards are met. Our reliance on the CROs does not relieve us of our regulatory
responsibilities.

 We,
our partners and our CROs must comply with current Good Clinical Practices ("cGCPs"), as defined by the FDA and the International
Conference on Harmonization, for conducting, recording and reporting the results of IND-enabling preclinical studies and clinical trials,
to ensure that data and reported results are credible and accurate and that the rights, integrity and confidentiality of clinical trial
participants are protected. The FDA enforces these cGCPs through periodic inspections of trial sponsors, principal investigators, and
clinical trial sites. If we or our CROs fail to comply with cGCPs, the clinical data generated in our clinical trials may be deemed unreliable
and the FDA or other regulators may require us to perform additional clinical trials before approving any marketing applications. Our
clinical trials will require a sufficiently large number of test subjects to evaluate the safety and effectiveness of a product candidate.
If our CROs fail to comply with these regulations or fail to recruit a sufficient number of patients, fail to recruit properly qualified
patients or fail to properly record or maintain patient data, we may be required to repeat such clinical trials, which would delay the
regulatory approval process.

 Our
contracted CROs will not be our employees, and we cannot control whether they devote sufficient time and resources to our clinical and
nonclinical programs. These CROs may also have relationships with other commercial entities, including our competitors, for whom they
may also be conducting clinical trials, or other drug development activities that could harm our competitive position. If our CROs do
not successfully carry out their contractual duties or obligations, fail to meet expected deadlines, or if the quality or accuracy of
the clinical data they obtain is compromised due to failing to adhere to our clinical protocols or regulatory requirements, or for any
other reasons, our clinical trials may be extended, delayed or terminated, and we may not obtain regulatory approval for, or successfully
commercialize our product candidates. Our financial results and the commercial prospects for such products and any product candidates
we develop would be harmed, our costs could increase, and our ability to generate revenues could be delayed.

 We
also expect to rely on other third parties to store and distribute drug products for any clinical trials we may conduct. Any performance
failure by our distributors could delay clinical development or marketing approval of our product candidates or commercialization of
our products, if approved, producing additional losses and depriving us of potential product revenue.

the approach we are taking to discover and develop drugs is novel, it may never lead to marketable products.

 We
are concentrating our antiviral therapeutic product research and development efforts on using our proprietary technology, and our future
success depends on the continued successful development of this technology and the products derived from it. We have never commercialized
any products. The scientific discoveries that form the basis for our efforts to discover and develop drug product candidates are relatively
new and unproven. The scientific evidence to support the feasibility of developing product candidates based on our approach is limited.
If we do not successfully develop and commercialize drug product candidates based upon our technological approach, we may not become
profitable and the value of our stock may decline.

 Further,
our focus on the Company's technology for developing drugs, as opposed to relying entirely on more standard technologies for drug
development, increases the risks associated with the ownership of our stock. If we are unsuccessful in developing any product candidates
using the Company's technology, we may be required to change the scope and direction of our product development activities. We
may not successfully identify and implement an alternative product development strategy and may as a result cease operations.

 If
we do not succeed in our efforts to identify or discover additional potential product candidates, your investment may be lost.

 The
success of our business depends primarily upon our ability to identify, develop and commercialize antiviral drug products, an extremely
risky business. Our research programs may initially show promise in identifying potential product candidates, yet fail to yield product
candidates for clinical development for several reasons, including:

 our
 research methodology or that of our partners may be unsuccessful in identifying potential product candidates;

 potential
 product candidates may have harmful side effects or may have other characteristics that make the products unmarketable or unlikely
 to receive marketing approval; and

 we
 or our partners may change their development profiles for potential product candidates or abandon a therapeutic area.

 Such
events may force us to abandon our development efforts for a program or programs, which would have a material adverse effect on our business
and could cause us to cease operations. Research programs to identify new product candidates require substantial technical, financial,
and human resources. We may focus our efforts and resources on potential programs or product candidates that ultimately prove to be unsuccessful.

our future commercial success depends on gaining regulatory approval for our products, we cannot generate revenue without obtaining approvals.

 Our
long-term success and generation of revenue will depend upon the successful development of new products from our research and development
activities, including those licensed or acquired from third parties. Product development is very expensive and involves a high degree
of risk. Only a small number of research and development programs result in the commercialization of a product. For example, the FDA
indicates that approximately 70% of drugs proceed past Phase 1 studies, 33% proceed past Phase 2, and just 25%-30% proceed past Phase
3 to Phase 4 which is the final phase in the FDA review and approval process for marketing therapeutic product candidates. The process
for obtaining regulatory approval to market product candidates is expensive, usually takes many years, and can vary substantially based
on the type, complexity, and novelty of the product candidates involved. Our ability to generate revenue would be adversely affected
if we are delayed or unable to successfully develop our products.

 We
cannot guarantee that any marketing application for our product candidates will be approved. If we do not obtain regulatory approval
of our products or we are significantly delayed or limited in doing so, we cannot generate revenue, and we may need to significantly
curtail operations.

 If
we are unable to successfully complete preclinical testing and clinical trials of our product candidates or experience significant delays
in doing so, our business will be materially harmed.

 We
have invested and intend to continue to invest a significant portion of our efforts and financial resources in the identification and
preclinical development of product candidates that target viral replication enzymes. Our ability to generate product revenues, which
we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization
of our product candidates.

 The
commercial success of our product candidates will depend on several factors, including:

 successful
 completion of preclinical studies and clinical trials;

 receipt
 of marketing and pricing approvals from regulatory authorities;

 obtaining
 and maintaining patent and trade secret protection for product candidates;

 establishing
 and maintaining manufacturing relationships with third parties or establishing our own manufacturing capability; and

 commercializing
 our products, if and when approved, whether alone or in collaboration with others.

 If
we do not achieve one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to
successfully complete development of, or to successfully commercialize, our product candidates, which would materially harm our business.
Most pharmaceutical products that do overcome the long odds of drug development and achieve commercialization still do not recoup their
cost of capital. If we are unable to design and develop each drug to meet a commercial need far in the future, the approved drug may
become a commercial failure and our investment in those development and commercialization efforts will have been commercially unsuccessful.

 We
may be unable to demonstrate safety and efficacy of our product candidates to the satisfaction of regulatory authorities or we may incur
additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our
product candidates.

 Before
obtaining marketing approval from regulatory authorities for the sale of product candidates, we or our partners must conduct extensive
preclinical studies and clinical trials to demonstrate the safety and efficacy of the product candidates in humans. Clinical trials are
expensive, difficult to design and implement, can take many years to complete and are uncertain as to outcome. A failure of one or more
clinical trials can occur at any stage of testing. The outcome of preclinical studies and early clinical trials may not be predictive
of the success of later clinical trials, and interim results of a clinical trial do not predict final results. Moreover, preclinical,
and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product
candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval for
their products.

 Events
that may cause a delay or unsuccessful completion of clinical development include, among other things:

 in agreeing with the FDA or other regulatory authorities on final clinical trial design;

 imposition
 of a clinical hold following an inspection of our clinical trial operations or trial sites by the FDA or other regulatory authorities;

 in agreeing on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites;

 in obtaining required institutional review board approval at each clinical trial site;

 in recruiting suitable patients to participate in a trial;

 in the testing, validation, manufacturing and delivery of the product candidates to the clinical sites;

 in having patients complete participation in a trial or return for post-treatment follow-up;

 caused by patients dropping out of a trial due to product side effects or disease progression;

 clinical
 sites dropping out of a trial to the detriment of enrollment;

 negative
 or inconclusive results of clinical trials of our product candidates;

 time
 and expenses required to add new clinical sites; or

 by our contract manufacturers in producing and delivering sufficient supply of clinical trial materials.

 If
we or our partners must conduct additional clinical trials or other testing of any product candidates beyond those that are contemplated,
or are unable to successfully complete clinical trials or other testing of any of our product candidates, or if the results of these
trials or tests are not positive or are only modestly positive or if there are safety concerns, we or our partners may:

 be
 delayed in obtaining marketing approval for our product candidates;

 not
 obtain marketing approval at all;

 obtain
 approval for indications or patient populations not as broad as intended or desired;

 obtain
 approval with labeling that includes significant use or distribution restrictions or safety warnings;

 be
 subject to additional post-marketing testing requirements; or

 The
 FDA or foreign regulator will remove the product from the market after obtaining marketing approval.

 Our
product development costs will also increase if we experience delays in testing or in obtaining marketing approvals. We do not know whether
any clinical trials will begin as planned, will need to be restructured or will be completed on schedule, if at all. Significant clinical
trial delays also could shorten any periods during which we may have the exclusive right to commercialize our product candidates or allow
our competitors to bring products to market before we do, which would impair our ability to successfully commercialize our product candidates
and may harm our business and results of operations. Any inability to successfully complete preclinical and clinical development, whether
independently or with our partners, could cause additional costs to us or impair our ability to generate revenues from our product candidates,
including product sales, milestone payments, profit sharing or royalties.

 Our
product candidates may cause adverse effects or have other properties that could delay or prevent their regulatory approval or limit
the scope of any approved label or market acceptance.

 Adverse
events ("AEs") or serious adverse events ("SAEs"), that may be observed during clinical trials of our product
candidates could cause us, other reviewing entities, clinical trial sites or regulatory authorities to interrupt, delay or halt such
trials and could cause denial of regulatory approval. If AEs or SAEs are observed in any clinical trials of our product candidates, including
those our partners may develop under alliance agreements, our or our partners' ability to obtain regulatory approval for product
candidates may be negatively impacted.

 Serious
or unexpected side effects caused by an approved product could result in significant negative consequences, including the following:

 regulatory
 authorities may withdraw prior approval of the product or impose restrictions on its distribution in the form of a modified risk
 evaluation and mitigation strategy ("REMS") which may restrict the manner in which the product can be distributed or
 administered;

 we
 may be required to add labeling statements, such as warnings or contraindications;

 we
 may be required to change the way the product is administered or conduct additional clinical trials;

 we
 may decide or be forced to temporarily or permanently remove the affected product from the marketplace;

 we
 could be sued and held liable for harm caused to patients; and

 our
 reputation may suffer.

 These
events could prevent us or our partners from achieving or maintaining market acceptance of the affected product and could substantially
increase the costs of commercializing our products and impair our ability to generate revenues from the commercialization of these products
either by us or by our partners.

 Following
regulatory approval for a product candidate, we will still face extensive regulatory requirements and the approved product may face future
development and regulatory difficulties.

 Even
if we obtain regulatory approval in the United States or elsewhere, the applicable regulators may still impose significant restrictions
on the indicated uses or marketing of our product candidates or impose ongoing requirements for potentially costly post-approval studies
or post-market surveillance. The following discussion is based on United States law. Similar types of regulatory provision apply outside
of the United States.

 The
holder of an approved new drug application, or NDA must monitor and report AEs and SAEs and any failure of a product to meet the specifications
in the NDA. The holder of an approved NDA must also submit new or supplemental applications and obtain FDA approval for certain changes
to the approved product, product labeling or manufacturing process. Advertising and promotional materials must comply with FDA rules
and other applicable federal and state laws and are subject to FDA review.

 Drug
product manufacturers and their facilities are subject to payment of user fees and continual review and periodic inspections by the FDA
and other regulatory authorities for compliance with current Good Manufacturing Practices ("cGMP"), and adherence to commitments
made in the NDA. If we or a regulatory agency discover previously unknown problems with a product such as AEs or SAEs of unanticipated
severity or frequency, or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on
that product or the manufacturing facility, including requiring recall or withdrawal of the product from the market or suspension of
manufacturing.

 If
we or our partners fail to comply with regulatory requirements following approval of our product candidates, a regulatory agency may:

 issue
 a warning letter asserting we are in violation of the law;

 impose
 a REMS or other restrictions on the manufacturing, marketing or use of the product;

 seek
 an injunction or impose civil or criminal penalties or monetary fines;

 suspend
 or withdraw regulatory approval;

 suspend
 any ongoing clinical trials;

 refuse
 to approve a pending NDA or supplements to an NDA submitted by us;

 seize
 product; or

 refuse
 to allow us to enter into supply contracts, including government contracts.

 Our
defense of any government investigation of alleged violations of law, or any lawsuit alleging such violations, could require us to expend
significant time and resources and could generate negative publicity. Further, the FDA's and other regulatory authorities'
policies may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our
product candidates or increase the cost of compliance. The occurrence of any event or penalty described above may prevent or inhibit
our ability to commercialize our products and generate revenues.

 We
may not succeed in obtaining or maintaining necessary rights to drug compounds and processes for our development pipeline through acquisitions
and in-licenses.

 We
may be unable to acquire or in-license any compositions, methods of use, processes, or other third-party intellectual property rights
from third parties we identify. The licensing and acquisition of third-party intellectual property rights is a competitive area, and
more established companies are also pursuing strategies to license or acquire third-party intellectual property rights we may consider
attractive. These established companies may have a competitive advantage over us due to their size, cash resources and greater clinical
development and commercialization capabilities.

 Companies
that perceive us to be a competitor may be unwilling to assign or license rights to us. We also may be unable to license or acquire third-party
intellectual property rights on terms that would allow us to make an appropriate return on our investment. If we are unable to successfully
obtain rights to required third-party intellectual property rights, our business, financial condition, and prospects for growth could
suffer.

third parties may be developing competitive products without our knowledge, we may later learn that competitive products are superior
to our product candidates which may force us to terminate our research efforts of one or more product candidates.

 We
face potential competition from companies, particularly privately-held companies and foreign companies that may be developing competitive
products that are superior to one or more of our product candidates. If in the future, we learn of the existence of one or more competitive
products, we may be required to:

 cease
 our development efforts for a product candidate;

 cause
 a partner to terminate its support of a product candidate; or

 cause
 a potential partner to terminate discussions about a potential license.

 Any
of these events may occur after we have spent substantial sums in connection with the clinical research of one or more product candidates.

 We
have limited experience in conducting and managing the preclinical development activities and clinical trials necessary to obtain approvals
for marketing our product candidates, including approval by the FDA.

 Our
efforts to develop our product candidates are limited to a small number of product candidates aimed at treating a small number of viral
diseases. To date, we have only entered a limited number of compounds into human clinical trials, including in 2023 when we advanced
our Influenza A product candidate to a Phase 2a trial and our COVID-19 product candidate where we initiated a Phase 1 trial. We may be
unable to progress our product candidates undergoing preclinical testing into clinical trials. Success in preclinical testing and early
clinical trials does not ensure that later clinical trials will succeed, and favorable initial results from a clinical trial do not determine
outcomes in subsequent clinical trials. The indications of use for which we are pursuing development may have clinical effectiveness
endpoints not previously reviewed or validated by the FDA or foreign regulatory authorities, which may complicate or delay our effort
to obtain marketing approval. We cannot guarantee that our clinical trials will succeed. In fact, most compounds fail in clinical trials,
even at companies far larger and more experienced than us. If any preclinical or clinical trials yield adverse results, it could delay
the development of the product candidate, force us to cease pursuing the product candidate, or render it impossible or impracticable
to proceed towards commercialization.

 We
have not obtained marketing approval or commercialized any of our product candidates. We may not successfully design or implement clinical
trials required for marketing approval to market our product candidates. If we are unsuccessful in conducting and managing our preclinical
development activities or clinical trials or obtaining marketing approvals, we might not be able to commercialize our product candidates,
or might be significantly delayed in doing so, which will materially harm our business.

 RISKS
RELATED TO OUR BUSINESS OPERATIONS AND INDUSTRY

 If
we cannot obtain or protect intellectual property rights related to our future products and product candidates, we may not be able to
compete effectively in our markets.

 We
rely upon a combination of patents, trade secret protection and confidentiality agreements to protect the intellectual property related
to our future products and product candidates. The strength of patents in the biotechnology and pharmaceutical field involves complex
legal and scientific questions and can be uncertain. The patent applications we own or in-license may fail to result in patents with
claims that cover the products in the United States or in other countries. There is no assurance that all potentially relevant prior
art relating to our patents and patent applications has been found; such prior art can invalidate a patent or prevent issuance of a patent
based on a pending patent application. Even if patents do successfully issue, third parties may challenge their validity, enforceability
or scope, which may cause such patents to be narrowed or invalidated. Even if unchallenged, our patents and patent applications may not
adequately protect our intellectual property or prevent others from designing around our claims.

 If
the patent applications we hold or have in-licensed regarding our programs or product candidates fail to issue or if their breadth or
strength of protection is threatened, it could dissuade companies from collaborating with us to develop product candidates, and threaten
our ability to commercialize products. Patents may not issue and issued patents may be found invalid and unenforceable or challenged
by third parties. Since patent applications in the United States and most other countries are confidential for a period after filing,
and some remain so until issued, we cannot be certain that we were the first to invent a patent application related to a product candidate.
In certain situations, if we and one or more third parties have filed patent applications in the United States and claiming the same
subject matter, an administrative proceeding can be initiated to determine which applicant is entitled to the patent on that subject
matter. Patents have a limited lifespan. In the United States, the natural expiration of a patent is 20 years after it is filed, although
various extensions may be available. The life of a patent, and the protection it affords, is limited. When the patent life has expired
for a product, we will become vulnerable to competition from generic medications attempting to replicate that product. Further, if we
encounter delays in regulatory approvals, the time during which we will be able to market and commercialize a product candidate under
patent protection could be reduced.

 In
addition to patent protection, we rely on trade secret protection and confidentiality agreements to protect proprietary know-how that
is not patentable, processes for which patents are difficult to enforce and any other elements of our drug discovery and development
processes that involve proprietary know-how, information or technology not covered by patents. Each of our employees agrees to assign
their inventions to us through an employee inventions agreement. In addition, as a general practice, our employees, consultants, advisors
and any third parties who have access to our proprietary know-how, information or technology enter into confidentiality agreements. Nonetheless,
our trade secrets and other confidential proprietary information may be disclosed and competitors may otherwise gain access to our trade
secrets or independently develop substantially equivalent information and techniques. In addition, in January 2018 the FDA as part of
its Transparency Initiative, launched a voluntary pilot program calling on biopharmaceutical research companies to release clinical study
reports summarizing clinical trial data. Based on these trends, the FDA may consider making release of clinical study reports mandatory
and may consider making additional information publicly available on a routine basis in response to concerns expressed by the academic
community emphasized by the COVID-19 pandemic, including information we may consider to be trade secrets or other proprietary information.
If the FDA takes these measures, we may be forced to disclose propriety information about our product candidates and research, which
could materially harm our business.

 The
laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States.
We may encounter significant problems in protecting and defending our intellectual property both in the United States and abroad. Further,
governments may in the future alter intellectual property rights in a manner adverse to us or to our third-party collaborators, including
actions taken at the international level. For example, in June 2022 member countries of the World Trade Organization ("WTO")
agreed to implement a multi-jurisdictional five-year waiver of patent protection with respect to vaccines that target COVID-19 in an
effort to fight the pandemic and allow for a more equal distribution of resources, particularly for developing countries, towards that
goal. This resulted from ongoing discussions among WTO member countries which began in 2020 with a proposal for a more extensive waiver
that would have covered patents for COVID-19 related diagnostics and therapeutics as well as vaccines. The WTO waiver, together with
similar actions that may be taken with respect to COVID-19-related products or other products in which we are or may become involved
could materially diminish or eliminate our ability to protect the underlying intellectual property rights we rely on for such products,
including those licensed from third parties, and as a result any potential competitive advantage would be lost. If we are unable to prevent
material disclosure of the non-patented intellectual property related to our technologies to third parties, and there is no guarantee
we will have any such enforceable trade secret protection, we may not be able to establish or maintain a competitive advantage in our
market, which could materially adversely affect our business, results of operations and financial condition.

 If
third-party intellectual property infringement claims are asserted against us, it may prevent or delay our development and commercialization
efforts and have a material adverse effect on our business and future prospects.

 Our
commercial success depends in part on our avoiding infringement on the patents and proprietary rights of third parties. There is substantial
litigation, both within and outside the United States, involving patent and other intellectual property rights in the biotechnology and
pharmaceutical industries, including patent infringement lawsuits, interferences, oppositions, and reexaminations and other post-grant
proceedings before the U.S. Patent and Trademark Office, and corresponding foreign patent offices. Numerous U.S. and foreign issued patents
and pending patent applications, which are owned by third parties, exist in the fields in which we and our partners are pursuing product
candidates. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that our product
candidates may be subject to claims of infringement of the patent rights of third parties.

 Third
parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent
applications with claims to materials, formulations, methods of manufacture or methods for treatment related to the use or manufacture
of our product candidates. Because patent applications can take many years to issue, there may be patent applications currently pending
that may later result in patents that our product candidates may infringe upon. Third parties may obtain patents in the future and claim
that use of our technologies infringes on these patents. If any third-party patents were to be held by a court of competent jurisdiction
to cover the manufacturing process of any of our product candidates, any molecules formed during the manufacturing process or any final
product itself, the holders of any such patents may be able to block our ability to commercialize such product candidate unless we obtained
a license under the applicable patents, or until such patents expire. Similarly, if any third-party patents were to be held by a court
of competent jurisdiction to cover aspects of our formulations, processes for manufacture or methods of use, including combination therapy,
the holders of any such patents may be able to block our ability to develop and commercialize the applicable product candidate unless
we obtained a license or until such patent expires. In either case, such a license may not be available on commercially reasonable terms
or at all.

 Parties
making intellectual property claims against us may obtain injunctive or other equitable relief, which could block our ability to further
develop and commercialize one or more of our product candidates. Defense of these claims, regardless of their merit, involves substantial
litigation expense and diversion of our management's attention from our business. If a claim of infringement against us succeeds,
we may have to pay substantial damages, possibly including treble damages and attorneys' fees for willful infringement, pay royalties,
redesign our infringing products or obtain one or more licenses from third parties, which may be impossible or require substantial time
and monetary expenditure.

of the costs involved in defending patent litigation, we may in the future lack the capital to defend our intellectual property rights.

 We
may in the future be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive,
time-consuming and unsuccessful.

 Competitors
may infringe on our patents or the patents of our licensors. To counter such infringement or unauthorized use, we may be required to
file infringement claims, or we may be required to defend the validity or enforceability of such patents, which can be expensive and
time-consuming. In an infringement proceeding, a court may decide that either one or more of our patents or our licensors' patents
is not valid or is unenforceable or may refuse to stop the other party from using the technology at issue because our patents do not
cover that technology. An adverse result in any litigation or defense proceedings could put one or more of our patents at risk of being
invalidated or interpreted narrowly and could put our patent applications at risk of not being issued.

 Interference
proceedings provoked by third parties or brought by us may be necessary to determine the priority of inventions regarding our patents
or patent applications or those of our partners or licensors. An unfavorable outcome could require us to cease using the related technology
or to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license
on commercially reasonable terms. Our defense of litigation or interference proceedings may fail and, even if successful, may cause us
to incur substantial costs and distract the attention of our management and other employees. We may not be able to prevent, alone or
with our licensors, misappropriation of our intellectual property rights, particularly in countries where the laws may not protect those
rights as fully as in the United States.

of the substantial amount of discovery required in intellectual property litigation, there is a risk that some of our confidential information
could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings,
motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could
have a material adverse effect on the price of our common stock.

 We
may need to obtain additional licenses to intellectual property rights from third parties.

 We
may need to obtain additional licenses from third parties to advance our research or allow commercialization of our product candidates.
We may fail to obtain these licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would be unable to further
develop and commercialize one or more of our product candidates, which could harm our business significantly. We cannot provide any assurances
that third-party patents do not exist that might be enforced against our products, resulting in either an injunction prohibiting our
sales, or, with respect to our sales and other activities, an obligation on our part to pay royalties and/or other forms of compensation
to third parties

 The
licensing and acquisition of third-party intellectual property rights is a competitive practice, and companies that may be more established,
or have greater resources than we do, may also be pursuing strategies to license or acquire third-party intellectual property rights
that we may consider necessary or attractive in order to develop and commercialize our product candidates. More established companies
may have a competitive advantage over us due to their larger size and cash resources or greater clinical development and commercialization
capabilities. We may not be able to successfully complete such negotiations and ultimately acquire the rights to the intellectual property
surrounding product candidates that we may seek to acquire, in which case our business could be harmed.

 We
may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information
of third parties.

 We
employ individuals previously employed at other biotechnology or pharmaceutical companies. We may be subject to claims asserting that
we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed confidential information
of our employees' former employers or other third parties. We may also be subject to claims that former employers or other third
parties have an ownership interest in our patents. Litigation may be necessary to defend against these claims. There is no guarantee
of success in defending these claims, and if we succeed, litigation could cause substantial cost and be a distraction to our management
and other employees.

we face significant competition from other biotechnology and pharmaceutical companies, our operating results will suffer if we fail to
compete effectively.

 The
biotechnology and pharmaceutical industries are intensely competitive. See "Business-Competition" at page 10 for a description
of the competitive environment we face. We have competitors both in the United States and internationally, including major multinational
pharmaceutical companies, biotechnology companies and universities and other research institutions. Our competitors have substantially
greater financial, technical and other resources, such as larger research and development staff and experienced marketing and manufacturing
organizations. This enables them, among other things, to make greater research and development investments and efficiently utilize their
research and development costs. Additional mergers and acquisitions in the biotechnology and pharmaceutical industries may cause even
more resources being concentrated in our competitors. Additionally, smaller or early-stage companies of which we may not be aware could
also prove to be material competitors, particularly through collaborative arrangements with larger, more well-established companies or
by competing with us for limited resources and strategic alliances with our current or prospective partners. Competition may increase
further because of advances in the commercial applicability of technologies and greater availability of capital for investment in these
industries. Our competitors may develop, acquire or license drug products that are more effective or less costly than any product candidate
we may develop.

 The
programs we are focusing on are in a preclinical d or early clinical development stage and are targeted toward indications for which
there are approved products on the market or product candidates in clinical development. We will face competition from other drugs that
are or will be approved for the same therapeutic indications. Our ability to compete successfully will depend largely on our ability
to leverage our experience in drug discovery and development to:

 discover
 and develop therapeutics superior to other products in the market;

 attract
 and retain qualified scientific, product development and commercial personnel;

 obtain
 patent and/or other proprietary protection for our technology platform and product candidates;

 obtain
 required regulatory approvals; and

 successfully
 collaborate with pharmaceutical companies in the discovery, development and commercialization of new therapeutics.

 The
availability of our competitors' products could limit the demand, and the price we can charge, for any products we may develop
and commercialize. For example, the widespread distribution of COVID-19 treatments and vaccines will reduce the demand for any therapeutic
product we develop to treat symptoms caused by the virus, particularly as new competing products are developed and approved by the FDA
and other regulators. We will not achieve our business plan if the acceptance of our products is inhibited by price competition or the
reluctance of physicians to switch from existing drug products to our products, or if physicians switch to other new drug products or
reserve our products for use in limited circumstances. Additionally, the biopharmaceutical industry is characterized by rapid technological
and scientific change, and we may not be able to adapt to these rapid changes to the extent necessary to keep up with competitors or
at all. The inability to compete with existing or subsequently introduced drug products would have a material adverse impact on our business,
financial condition and prospects.

 Established
pharmaceutical companies may invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds
that could make our product candidates less competitive. Any new product that competes with an approved product must typically demonstrate
advantages, such as in efficacy, convenience, tolerability or safety, to overcome price competition and to succeed. Our competitors may
obtain patent protection, receive approval by FDA and/or foreign regulatory authorities or discover, develop and commercialize product
candidates before we do, which would have a material adverse impact on our business.

 Our
business could be negatively impacted by cybersecurity threats and other security threats and disruptions.

our business relies on proprietary technology and computer systems, we face certain security threats, including threats to our information
technology infrastructure, attempts to gain access to our proprietary or confidential information, threats to physical security, and
domestic terrorism events. Our information technology networks and related systems are critical to the operation of our business and
our research and development efforts. We are also involved with information technology systems for certain third parties, which generally
face similar security threats. Cybersecurity threats in particular, are persistent, evolve quickly and include, but are not limited to,
computer viruses, attempts to access information, denial of service and other electronic security breaches believe that we have implemented
appropriate measures and controls and invested in skilled information technology resources to appropriately identify threats and mitigate
potential risks, but there can be no assurance that such actions will be sufficient to prevent disruptions to critical systems, the unauthorized
release of confidential information or corruption of data. A security breach or other significant disruption involving these types of
information and information technology networks and related systems could:

 disrupt
 the proper functioning of these networks and systems and therefore its operations and/or
 those of third parties on which we rely;

 result
 in the unauthorized access to, and destruction, loss, theft, misappropriation or release
 of, our proprietary, confidential, sensitive or otherwise valuable information, or that of
 third parties with which we collaborate or otherwise depend, which others could use to compete
 against us or for disruptive, destructive or otherwise harmful purposes and outcomes;

 delay
 or compromise preclinical or clinical studies or the analysis and use of data collected in
 our efforts to develop product candidates;

 require
 significant attention and resources of management and key personnel to remedy any damages
 or other adverse consequences that result;

 subject
 us to claims for breach of contract, damages, credits, penalties or termination with respect
 to our relationships with third parties, or regulatory actions by governmental agencies;
 and

 damage
 our reputation with industry participants, existing or prospective strategic alliances, and
 the public generally.

 Any
or all of the foregoing could have a material negative impact on its business, financial condition and prospects.

 Failure
of our information technology infrastructure to operate effectively could adversely affect our business.

 We
depend on information technology infrastructure to pursue our business objectives and development efforts with respect to our product
candidates. If a problem occurs that impairs this infrastructure, including as a result of an outage or malfunctioning of the hardware
and software comprising or contributing to the information technology, the resulting disruption could impede our ability to proceed with
research objectives in a timely manner, or otherwise carry on business in the normal course. Any such events could cause us to lose opportunities
or progress with respect to product candidates or strategic alliances, and could require us to incur significant expense to remediate.

 Artificial
intelligence presents risks and challenges that can negatively impact our business.

 Artificial
intelligence-based platforms and tools are increasingly being used in the biopharmaceutical, pharmaceutical, and consumer health industries.
As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. While our
current use of artificial intelligence-based platforms or tools in our business is relatively minimal, many of our competitors have begun
utilizing artificial intelligence tools to aid in the development of pharmaceutical products. Our decision to not implement artificial
intelligence platforms or tools may put us at a competitive disadvantage in comparison to competitors who currently use artificial intelligence
platforms and tools in the development of pharmaceutical products.

 As
artificial intelligence expands, our competitors, which may have significantly greater financial and human capital resources, may use
artificial intelligence to further their research efforts and advance competitive product candidates through clinical trials.

 In
the future, we may adopt and integrate artificial intelligence platforms and/or tools into our business. Further, any third-party collaborators
may incorporate artificial intelligence platforms and tools into their business without disclosing this to us, and the providers of these
artificial intelligence platforms and tools may not meet existing or rapidly evolving regulatory or industry standards with respect to
privacy and data protection. If our third-party collaborators who use artificial intelligence platforms or tools experience an actual
or perceived breach related incident because of the use of artificial intelligence, we may lose valuable intellectual property, confidential
information, and suffer reputational damage. Further, bad actors around the world use increasingly sophisticated methods, including the
use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential
information, and intellectual property. Any of these outcomes could damage our reputation, result in the loss of valuable property and
information, and adversely impact our business.

 The
commercial success of our product candidates will depend upon the acceptance of these product candidates by the medical community, including
physicians, patients and healthcare payors.

 Assuming
one or more product candidates achieve regulatory approval and we commence marketing such products, the market acceptance of any product
candidates will depend on several factors, including:

 demonstration
 of clinical safety and efficacy compared to other products;

 the
 relative convenience, ease of administration and acceptance by physicians, patients and healthcare payors;

 the
 prevalence and severity of any adverse effects or serious adverse effects;

 limitations
 or warnings in the label approved by FDA and/or foreign regulatory authorities for such products;

 the
 timing of market introduction of our products relative to competitive products and the availability of alternative treatments;

 pricing
 and cost-effectiveness;

 the
 execution and effectiveness of our or any partners' sales and marketing strategies;

 our
 ability to obtain hospital formulary approval; and

 our
 ability to obtain and maintain sufficient third-party payor coverage or reimbursement.

 If
we obtain regulatory approval for one product candidate, we expect sales to generate substantially all of our product revenues, and as
such, the failure of such product to find market acceptance would adversely affect our results of operations.

 If
insurance and/or government coverage and adequate reimbursement are not available for our product candidates, it could impair our ability
to achieve and maintain profitability.

 Market
acceptance and sales of any product candidates we develop will depend on coverage and reimbursement policies of third-party payors. Government
authorities and third-party payors, such as private health insurers, hospitals and health maintenance organizations, decide which drugs
they will pay for and establish reimbursement levels. Coverage and adequate reimbursement may not be available for some or all of our
product candidates. As patients generally rely on third-party payors to reimburse all or part of the costs associated with their treatment,
inadequate reimbursement amounts may reduce the demand for, or the price of, our future products. Thus, the availability of adequate
coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payors is critical to
new product acceptance.

 Obtaining
coverage and reimbursement approval of a product from a government or other third-party payor is a time-consuming and costly process,
and no uniform policy of coverage and reimbursement for products exists among third-party payors in the United States. A primary trend
in the U.S. healthcare industry is cost containment. Third-party payors have attempted to control costs by limiting coverage and the
amount of reimbursement for particular products. Further, third-party payors are increasingly challenging prices charged for pharmaceutical
products, and many third-party payors may refuse to provide coverage and reimbursement for particular drugs when an equivalent generic
drug or a less expensive therapy is available. There can be no assurance that coverage and reimbursement will be available for any product
we commercialize. Even if we obtain coverage for a given product, the resulting reimbursement payment rates might not be adequate for
us to achieve or sustain profitability or may require co-payments that patients find unacceptable. If reimbursement is not available,
or is available at limited levels, we may not be able to successfully commercialize product candidates we develop.

 Due
to the change in the United States presidency and upcoming election, we and our industry face uncertainty including the potential for
increased regulation, which may adversely affect our business.

 President
Biden has expressed a desire to make healthcare more affordable, including adopting new laws and working with federal agencies in a manner
which may adversely affect our business through an increase in regulatory efforts. At the senior administrative level, new regulators
with a regulatory zeal may tighten existing regulations and that approach may also be taken in the routine interactions between staff
and our scientists and others. For example, in December 2023, the Biden Administration announced its intention to lower prescription
drug costs and address certain features of the current healthcare sector, such as the focus on insurance and consolidation. These rules
or other regulatory developments which may occur in the future could have an adverse impact, directly or indirectly, on our operations
or on the operations of our collaborators. These trends and potential future government action, particularly at the federal level, are
highly uncertain and we expect will be dependent to some extent on the outcome of the next presidential election later this year. If
President Biden is elected for another four-year term, he could take further action on the issues his administration has previously addressed.
Contrarily, if former President Trump (or another Republican candidate) were elected, there will be a de-emphasis on regulation. Increased
regulation and enforcement may lead to increased costs and further delays in getting approvals, which may adversely affect our business.

 Pricing
pressures on our drug candidates, including as the result of proposed legislative changes, may negatively impact our future results of
operations.

 There
have been numerous legislative and regulatory proposals to change the healthcare system in the United States and in some foreign jurisdictions
that could affect our ability to sell products profitably. President Biden has expressed support for implementing a new health plan that
would rely on a "Medicare-like" public option for individuals who are not on Medicare and transition to a Medicare-for-All
single payor system in the future. Among other things, such a system may seek to:

 lower
 prescription prices by permitting Medicare to negotiate prices;

 limit
 price increases and pricing control by private sector industry participants;

 set
 prices for drugs which do not have competition; and

 permit
 consumers to buy prescriptions from other countries.

 Additionally,
beginning in 2022 the Biden administration proposed legislation and policy changes to implement a number of regulatory changes to make
affordable healthcare available for a larger number of Americans, including by lowering the costs of prescription drugs. A 2022 legislative
proposal included measures that would allow the government to negotiate prices of certain prescription drugs under Medicare and would
redesign the Medicare Part D benefit to limit patient out-of-pocket drug costs and shift liabilities among stakeholders, including manufacturers.
Following the proposal, the Inflation Reduction Act was enacted later in 2022 which provides for lower cost prescription drugs and vaccines
in Medicare and other federal programs, including by establishing a $2,000 annual cap on out-of-pocket drug costs for Medicare participants
beginning in 2025. In a similar vein, in October 2022, President Biden issued an executive order to address concerns about the high costs
of prescription drugs in the U.S., wherein the Secretary of the Department of Health and Human Services ("HHS") was tasked
with evaluating potential new health care payment and delivery models designed to lower drug costs and promote access to innovative drug
therapies for beneficiaries enrolled in the Medicare and Medicaid programs, including models that may lead to lower cost-sharing for
commonly used drugs and support value-based payment that promotes high-quality care. In its responsive report, the HHS indicated that
it was "full steam ahead in delivering cost savings" and identified three potential price-reducing models for further consideration,
as well as other areas for further research. A similar initiative covering a broader scope of activities and intended actions (including
addressing drug prices and industry consolidation and control) was again released by the White House in December 2023. Like the Inflation
Reduction Act, certain of the recent or newly proposed regulatory changes will be subject to Congressional approval, and we cannot predict
what, if any, of these broad proposals or other legislation or regulation will pass or otherwise be implemented, particularly with a
divided Congress.

 At
the state level, individual states are increasingly aggressive in passing legislation and implementing regulations designed to control
drug pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost
disclosure and transparency measures. In addition, regional healthcare authorities and individual hospitals are increasingly using bidding
procedures to determine which pharmaceutical products and suppliers will be included in their prescription drug and other healthcare
programs. These measures could reduce the ultimate demand for our products, or put pressure on our product pricing. The availability
of generic treatments may also substantially increase pricing pressures on, and reduce reimbursement for, our future products. The potential
application of user fees to generic drug products may expedite approval of additional generic drug treatments. We expect to experience
additional pricing pressures in connection with the sale of any of our products, due to the trend toward managed healthcare, the increasing
influence of health maintenance organizations and additional legislative changes.

 In
some non-U.S. jurisdictions, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing
drug pricing vary widely from country to country. The European Union, or EU, provides options for its member states to restrict the range
of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal
products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct
or indirect controls on the profitability of the company placing the medicinal product on the market. There can be no assurance that
any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing
arrangements for our products, if any are approved. Historically, products launched in the EU do not follow price structures of the U.S.
and tend to be priced significantly lower.

 If
we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell our product
candidates, we may be unable to generate any revenues from product sales.

 We
do not have a team with experience in the sales, marketing and distribution of pharmaceutical products and the cost of establishing and
maintaining such an organization may exceed the cost-effectiveness of doing so. To market any products that may be approved, we must
build our sales, marketing, managerial and other non-technical capabilities or arrange with third parties to provide these services.

 Our
current and future partners may not dedicate sufficient resources to the commercialization of our product candidates or may otherwise
fail in their commercialization efforts due to factors beyond our control. If we are unable to establish effective alliances to enable
the sale of our product candidates to healthcare professionals and in geographical regions, including the United States, that will not
be covered by our own marketing and sales force, or if our potential future strategic partners do not successfully commercialize the
product candidates, our ability to generate revenues from product sales will be adversely affected.

 If
we are unable to establish adequate sales, marketing and distribution capabilities, whether independently or with third parties, we may
not be able to generate sufficient product revenue and may not become profitable. We will be competing with many companies that have
extensive and well-funded marketing and sales operations. Without an internal team or the support of a third-party to perform marketing
and sales functions, we may be unable to compete successfully against these more established companies.

 If
we obtain approval to commercialize any approved products outside of the United States, a variety of risks associated with international
operations could materially adversely affect our business.

 If
any of our product candidates are approved for commercialization, we may enter into agreements with third parties to market them on a
worldwide basis or in more limited geographical regions. We expect we will be subject to additional risks related to entering into international
business relationships, including:

 different
 regulatory requirements for drug approvals in foreign countries;

 reduced
 protection for intellectual property rights;

 unexpected
 changes in tariffs, trade barriers and regulatory requirements;

 economic
 weakness, including inflation, or political instability in foreign economies and markets;

 compliance
 with tax, employment, immigration and labor laws for employees living or traveling abroad;

 foreign
 taxes, including withholding of payroll taxes;

 foreign
 currency fluctuations, which could cause increased operating expenses and reduced revenues, and other obligations incident to doing
 business in another country;

 workforce
 uncertainty in countries where labor unrest is endemic;

 the
 impact of any war or hostilities such as the Russian invasion of Ukraine;

 production
 shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

 business
 interruptions resulting from geopolitical actions, including war and terrorism, or natural disasters including earthquakes, typhoons,
 floods and fires.

 If
we lose key management or scientific personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience
increases in our compensation costs, our business may materially suffer.

 We
depend on principal members of our executive and research teams; the loss of whose services may adversely impact the achievement of our
objectives. We are highly dependent on our President and Co-Chief Executive Officer, Dr. Sam Lee and our Chief Financial Officer and
Co-Chief Executive Officer, James Martin. We may be unable to locate a new Chief Executive Officer capable of running our company effectively,
and any such individual will require high compensation in a competitive market for experienced and qualified personnel within our industry.
We do not carry "key-man" life insurance on any of our employees or advisors. Furthermore, our future success will also depend
in part on the continued service of our key scientific and management personnel and our ability to identify, hire, and retain additional
personnel. We may not be able to attract and retain personnel on acceptable terms, as there is significant competition among numerous
pharmaceutical companies for individuals with similar skill sets. Because of this competition, our compensation costs may increase significantly.
If we lose key employees, our business may suffer.

 If
we expand our organization, we may experience difficulties in managing growth, which could disrupt our operations.

 As
of March 28, 2024, we have 12 full-time employees. As our Company matures, we expect to expand our employee base to increase our managerial,
scientific and operational, commercial, financial and other resources and to hire more consultants and contractors. Future growth would
impose significant additional responsibilities on our management, including the need to identify, recruit, maintain, motivate and integrate
additional employees, consultants and contractors. Also, our management may need to divert a disproportionate amount of its attention
away from our day-to-day activities and to manage these growth activities. We may not be able to effectively manage the expansion of
our operations, which may cause weaknesses in our infrastructure, and give rise to operational mistakes, loss of business opportunities,
loss of employees and reduced productivity among remaining employees. Our expected growth could require significant capital expenditures
and may divert financial resources from other projects, such as developing additional product candidates. If our management cannot effectively
manage our growth, our expenses may increase more than expected, our ability to generate and/or grow revenues could be reduced, and we
may not be able to implement our business strategy. Our future financial performance and our ability to commercialize product candidates
and compete effectively will depend, in part, on our ability to manage our future growth.

 Any
relationships with customers and third-party payors may be subject, directly or indirectly, to federal and state healthcare fraud and
abuse laws, false claims laws and health information privacy and security laws. If we are unable to comply, or have not fully complied,
with such laws, we could face criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and
future earnings.

 If
we obtain FDA approval for any of our product candidates and commercialize those products in the United States, our operations may be
directly, or indirectly through our customers, subject to various federal and state fraud and abuse laws, including, without limitation,
the federal Anti-Kickback Statute and the federal False Claims Act. These laws may impact, among other things, our proposed sales, marketing
and education programs. We may be subject to patient privacy regulation by the federal government and by the U.S. states and foreign
jurisdictions in which we conduct our business. The laws that may affect our ability to operate include:

 the
 federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering
 or paying remuneration, directly or indirectly, to induce, or in return for, either the referral of an individual, or the purchase
 or recommendation of an item or service for which payment may be made under a federal healthcare program, such as the Medicare and
 Medicaid programs;

 federal
 civil and criminal false claims laws and civil monetary penalty laws, which prohibit, among other things, individuals or entities
 from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payers that
 are false or fraudulent;

 the
 federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created new federal criminal statutes that prohibit
 executing a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters;

 HIPAA,
 as amended by the Health Information Technology and Clinical Health Act of 2009, or HITECH, and its implementing regulations, which
 imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information;
 and

 state
 and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items
 or services reimbursed by any third-party payer, including commercial insurers, and state and foreign laws governing the privacy
 and security of health information in certain circumstances, many of which differ from each other in significant ways and may not
 have the same effect, thus complicating compliance efforts.

 If
our operations are found to violate any of the laws described above or any other governmental regulations that apply to us, we may be
subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, possible exclusion from Medicare,
Medicaid and other government healthcare programs, and curtailment or restructuring of our operations, which could adversely affect our
ability to operate our business and our results of operations.

we face potential product liability if claims are brought against us, we may incur substantial liability and costs.

 Using
our product candidates in clinical trials and the sale of any products for which we obtain marketing approval exposes us to the risk
of product liability claims. Product liability claims might be brought against us by consumers, healthcare providers, pharmaceutical
companies or others selling or otherwise coming into contact with our products. If we cannot successfully defend against product liability
claims, we could incur substantial liability and costs. Regardless of merit or eventual outcome, product liability claims may cause:

 impairment
 of our business reputation;

 withdrawal
 of clinical trial participants;

 costs
 due to related litigation;

 distraction
 of management's attention from our primary business;

 substantial
 monetary awards to patients or other claimants;

 regulatory
 scrutiny and product recalls, withdrawals or labeling, marketing or promotional restrictions;

 the
 inability to commercialize our product candidates; and

 decreased
 demand for our product candidates, if approved for commercial sale.

 Insurance
coverage is becoming increasingly expensive and we may not be able to maintain insurance coverage at a reasonable cost or in sufficient
amounts to protect us against losses due to liability. If and when we obtain marketing approval for product candidates, we intend to
expand our insurance coverage to include the sale of commercial products; however, we may be unable to obtain product liability insurance
on commercially reasonable terms or in adequate amounts. Occasionally, large judgments have been awarded in class action lawsuits based
on drugs that had unanticipated adverse effects. A successful product liability claim or series of claims brought against us could cause
our stock price to decline and, if judgments exceed our insurance coverage, could adversely affect our results of operations and business.

 Business
interruptions resulting from pandemics, natural disasters and adverse weather events could cause delays in research and development of
our product candidates.

 Our
principal offices are in Bothell, Washington where we conduct our scientific research. We also maintain a small finance and accounting
office in Miami, Florida and an administrative office in Australia. In addition, our Influenza A Phase 1 program has been dependent on
one or more CROs and their facilities located in Australia for Phase 1 and will depend on one or more CROs in the United Kingdom for
Phase 2a for the furtherance of our research and development efforts as to that product. We also rely on Australian CROs for our coronaviruses
and norovirus programs. We and third parties on which we rely are vulnerable to natural disasters such as earthquakes, tornados, severe
storms, hurricanes, tsunamis, and fires, as well as other events that could disrupt our operations and cause delays in research and development
of our product candidates. We do not carry insurance for natural disasters or similar events, and we may not carry sufficient business
interruption insurance to compensate us for losses that may occur. Any losses or damages we incur could have a material adverse effect
on our operations.

 If
our information technology systems are compromised, the information we store and process, including our intellectual property, could
be accessed, publicly disclosed, lost or stolen, which could harm our business, relationships with strategic partners and future results
of operations.

 Companies
are increasingly suffering damage from attacks by hackers and there is a general risk that adversaries in geopolitical conflicts such
as those taking place in Ukraine and in the Middle East adopt widespread Internet hacking as a weapon, which hacking may ultimately affect
us. In the ordinary course of business, we store sensitive information, such as our intellectual property, including trade secrets and
results of our clinical and preclinical research, and that of our suppliers and business partners, on a central server, and such information
is transmitted via email correspondence. The secure maintenance and processing of this information is critical to our research and development
activities and future operations. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks
by hackers or breaches due to employee error, malfeasance or other disruptions. Any such breach could compromise our information technology
systems and the information stored there could be accessed by third parties, publicly disclosed, lost or stolen. Any such unauthorized
access, disclosure, misappropriation or other loss of information could result in disruption of our operations, including our existing
and future research collaborations, and damage our reputation, which in its turn could harm our business and future results of operations.

 If
we fail to comply with applicable laws and regulations, including environmental, health and safety laws and regulations, we could become
subject to fines or penalties or incur costs that could have a material adverse effect on our business.

 We
are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the
handling, use, storage, treatment and disposal of hazardous materials and wastes, and the treatment of animals used in research. Our
operations involve using hazardous and flammable materials, including chemicals and biological materials. Our operations also produce
hazardous waste products. We generally contract with third parties for the disposal of these materials and wastes. We cannot eliminate
the risk of contamination or injury from these materials. If contamination occurs or injury results from our use of hazardous materials,
we could be held liable for any resulting damages, and any liability could exceed our resources. We also could incur significant costs
associated with civil or criminal fines and penalties.

 The
federal Occupational Safety and Health Administration has established extensive requirements relating to workplace safety for health
care employers, including clinical laboratories, whose workers may be exposed to blood-borne pathogens such as the hepatitis C virus.
These requirements, among other things, require work practice controls, protective clothing and equipment, training, medical follow-up,
vaccinations and other measures designed to minimize exposure to, and transmission of, blood-borne pathogens. In addition, the Needlestick
Safety and Prevention Act requires, among other things, that we include in our safety programs the evaluation and use of engineering
controls such as safety needles if found to be effective at reducing the risk of needlestick injuries in the workplace.

 Although
our workers' compensation insurance may cover us for costs and expenses, we may incur additional costs due to injuries to our employees
resulting from the use of hazardous materials or other work-related injuries, and this insurance may not provide adequate coverage against
other potential liabilities. We may incur substantial costs to comply with current or future environmental, health and safety laws and
regulations. These current or future laws and regulations may impair our research, development or production efforts. Failure to comply
with these laws and regulations also may cause substantial fines, penalties or other sanctions.

 If
we fail to comply with Nasdaq's minimum bid price requirement in the future, it could result in delisting of our common stock,
negatively affect the price of our common stock and limit investors' ability to trade in our common stock.

 Our
common stock is listed on The Nasdaq Capital Market ("Nasdaq"). Nasdaq rules impose certain continued listing requirements,
including the minimum $1 bid price, corporate governance standards and number of public stockholders. In November 2021 we were notified
by Nasdaq that we are not compliant with its closing bid price requirement because the closing bid price of our common stock was below
$1.00 per share for 30 consecutive trading days. Because our common stock failed to trade at higher levels so that we could regain compliance
with the Nasdaq minimum closing bid price, our Board recommended and our stockholders approved a reverse stock split subject to further
Board approval. In order to regain compliance with the Nasdaq minimum bid provision, we effected a 1-for-12 reverse stock split by amending
our Certificate of Incorporation on October 11, 2022.

 Previously
in December 2019 and again in November 2020, we failed to comply with the Nasdaq minimum bid price but were able to regain compliance
without effecting a reverse stock split at those times.

 Additionally,
a reverse stock split typically has the effect of reducing the number of holders of shares in "round lots," meaning those
holding 100 or more shares. Another requirement for being listed on Nasdaq is that the Company have a minimum of 300 round lot holders.
While the bid price of our common stock was $[XX] on March [XX], 2024. If we again fail to comply with Nasdaq's minimum bid price,
it is possible in the future that we will again have to seek stockholder approval, which we may not obtain particularly since retail
investors often oppose reverse splits or do not vote and a reverse split requires the approval of the holders of the majority of the
outstanding shares of our common stock.

 RISKS
RELATED TO OUR COMMON STOCK

 Our
stock price and trading volume has historically been volatile, and any increases in these metrics may be temporary for a number of reasons,
which may cause investors to lose money.

 Our
stock price and trading volume is volatile, and the limited periods in which there were increases to our stock price and trading volume
have historically been temporary in nature. Therefore, there can be no assurance that our stock price or trading volume will increase
in the future, permanently or at all. For example, in order to increase our stock price above the $1.00 Nasdaq bid price minimum requirement,
we effected a 1-for-12 reverse stock split on October 22, 2022. In the months leading up to the reverse split, the closing prices for
our common stock (as retroactively adjusted for the reverse split) declined from $5.03 in late August 2022 down to $2.75 on October 10,
2022, and declined further following the reverse split taking effect to below $2.00 on certain dates in December 2022 and February 2023.
More recently, our common stock fell from as high as $3.14 in August 2023 to $1.46 in November 2023, and it has hovered around that range
since. Our common stock may continue to be volatile and could materially fall for a number of reasons including:

 Announcements
 by the FDA of final approval of vaccines and treatments for COVID-19 and other diseases we target;

 Announcements
 relating to the spread of new variants of COVID-19 and other diseases we target;

 Announcements
 by competitors that they are initiating human trials of drugs to treat the diseases we target;

 Events
 which demonstrate that the spread or intensity of COVID-19 or other diseases has receded;

 Our
 disclosure that the use of our technology and the patents we licensed do not appear promising for the treatment of this virus;

 The
 results of our clinical trials;

 Our
 announcement concerning the initiation of or delay in our planned clinical trials;

 Announcements
 of entering into or terminating strategic alliances such as the termination of the Merck Collaboration Agreement which we disclosed
 in December 2023 and the terminations of the KSURF License Agreements which we disclosed in March 2024; or

 The
 occurrence of any other events or factors which may have created the unusual volatility and spike in volume.

 If
the current price is reduced, investors may sustain large losses.

 Due
to factors beyond our control, our common stock price may be volatile, or may decline regardless of our operating performance, and you
may not be able to resell your shares.

 The
market price of our common stock will depend on a number of factors, many of which are beyond our control and may not be related to our
operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock since you might
be unable to sell your shares at or above the price you paid. Factors that could cause fluctuations in the market price of our common
stock include the following:

 price
 and volume fluctuations in the overall stock market from time-to-time;

 due
 to external factors such as geopolitical turmoil, inflation or other events, including the conflicts in Ukraine and Israel or other
 unknown hostilities, investors may sell our common stock to meet margin calls on other stocks or as the result of economic disruptions;

 volatility
 in the market prices and trading volumes of biotechnology stocks generally, or those in our peer group in particular;

 changes
 in operating performance and stock market valuations of other biotechnology companies generally, or those in our industry in particular;

 sales
 of shares of our stock by us or our stockholders;

 the
 failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company
 or our failure to meet these estimates or the expectations of investors;

 Announcement
 of a future reverse split or our failure to obtain stockholder approval for a reverse split;

 announcements
 by us or our competitors of new novel medicines;

 the
 public's reaction to our earnings releases, other public announcements and filings with the SEC;

 rumors
 and market speculation involving us or other companies in our industry;

 actual
 or anticipated developments in our business, our competitors' businesses or the competitive landscape generally;

 actual
 or anticipated changes in our operating results or fluctuations in our operating results;

 developments
 or disputes concerning our intellectual property or other proprietary rights;

 new
 laws or regulations or new interpretations of existing laws or regulations applicable to our business;

 changes
 in accounting standards, policies, guidelines, interpretations or principles;

 any
 significant change in our management; and

 general
 economic conditions and slow or negative growth in any of our significant markets.

 In
addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities,
securities class action litigation has often been instituted against these companies. Any litigation, if instituted against us, could
result in substantial costs and a diversion of our management's attention and resources.

of geopolitical conflicts, central bank actions to combat inflation and other major events, the effect on the capital markets and the
economy is uncertain, and we may have to deal with a recessionary economy and economic uncertainty including possible material adverse
effects upon our business.

 Beginning
with the Russian invasion of Ukraine, certain events began to affect the global and United States economy including increased inflation,
increases in the prices of commodities such as oil and gas, large Western companies ceasing to do business in Russia and uncertain capital
markets with declines in leading market indexes. In 2023 another conflict arose in Israel which has also added to the uncertainty. The
duration of these events and their impact are at best uncertain and continuation may result in negative consequence on the U.S. or global
economies. Further, in March 2023 two major U.S. banks collapsed, while certain other banks faced extreme financial difficulty and had
to seek immediate sources of liquidity to remain open. These developments were widely considered a product of the increase in interest
rates that began in 2022 as the Federal Reserve in U.S. and central banks in other jurisdictions have sought to combat inflation. While
in the U.S. inflation has since declined, uncertainty remains as to the timing of the Federal Reserve reducing interest rates, and if
inflation does not fall low enough and/or the Federal Reserve declines to reduce interest rates in the near term, the result could be
tipping the U.S. economy into a recession. In the wake of these events, the U.S. and global capital markets have demonstrated volatility,
as many investors consider economic outlooks to be uncertain. While the capital markets have since recovered, ultimately the economy
may turn into a recession with uncertain and potentially severe impacts upon public the capital markets and us. We cannot predict how
this will affect our business, but the impact may be material and adverse.

 Future
issuances of our common stock or rights to purchase our common stock could cause additional dilution of the percentage ownership of our
stockholders and could cause our stock price to fall.

the year ended December 31, 2023 we conducted a private sale of a total of 2,030,458 shares of our common stock for gross proceeds of
$4,000,000, and did not conduct any public offerings. We expect that our current cash position will be sufficient to fund our operations
over the next 12 months subject to the many uncertainties and risks that may rise such as those described herein, significant additional
capital may be needed in the future to continue our planned operations. To the extent we have raised and continue to raise additional
capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities
or other equity securities in one or more transactions at prices and in a manner, we determine from time to time. If we sell common stock,
convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales.
These sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing
stockholders.

 Future
sales of large amounts of our common stock in the public market or a perception that such sales might occur could cause a decrease in
our stock price.

 As
of March 28, 2024, out of approximately 10.2 million shares of common stock outstanding, approximately 6.8 million are either free trading
or may be sold without volume or manner of sale limitations under Rule 144. The remainder of our shares, because they are held by our
officers, directors and one 5% stockholder subject to a voting agreement, who we deem affiliates, are subject to additional restrictions
as described below.

 In
general, Rule 144 provides that any person who is not an affiliate of the Company and has not been an affiliate for 90 days, and who
has held restricted common stock for at least six months, is entitled to sell their restricted stock freely, provided that we remain
subject to the Exchange Act reporting requirements and stay current in our SEC filings.

 The
shares of common stock outstanding which are held by affiliates of the Company are subject to additional restrictions. An affiliate may
sell the greater of (i) one percent of our outstanding stock or (ii) as long as our common stock is listed on Nasdaq, the average weekly
trading volume over a prior four-week period after a six-month holding period with the following restrictions:

 (i)

 we
 are current in our filings;

 (ii)

 certain
 manner of sale provisions; and

 (iii)

 filing
 of Form 144.

 Additionally,
as of December 31, 2023, we had approximately 558,000 options and 11,000 warrants outstanding that, if fully exercised, would result
in the issuance of 569,000 shares of common stock and approximately 275,000 shares of common stock remain available for future grants
under the Cocrystal Pharma, Inc. 2015 Equity Incentive Plan.

 Future
sales of substantial amounts of shares of our common stock in the public market, or the perception that those sales may occur, could
cause the market price of our common stock to decline significantly, even if our business is performing well.

 External
pressures and requirements which may arise related to, environmental, social and governance ("ESG") matters, and any undertakings
or disclosure by us which may result, would expose us to numerous risks, including risks to our reputation and stock price.

 In
recent years, institutional and individual investors focused on ESG screening criteria to determine whether certain equity securities
such as our common stock should be included in their investment portfolios, although certain states are resisting using ESG criteria.
A growing number of investors, regulators, self-regulatory organizations and other stakeholders have expressed an interest in setting
often-ambitious ESG goals and to require the provision of new and more robust disclosure and implementation of such goals, including
progress toward the goals and other matters of interest to ESG stakeholders. However, in January 2024, two large financial firms, JP
Morgan Asset Management and State Street Global Advisors, retreated from the Climate Action 100+ investor compact, which launched in
2017 as a collaborative investor group working to influence large corporate emitters of greenhouse gasses to commit to net zero targets
and introduce climate-related governance and disclosure processes. Further, it is reported investors pulled a total of $13 billion out
of ESG-focused investment funds during the 2023 fiscal year. In December 2023, House Republicans subpoenaed BlackRock and State Street
Global Advisors, requesting documents and communications relating to their respective advancement of ESG policies in connection with
an ongoing investigation into current antitrust laws.

 While
the large financial firms' exit from ESG initiatives may spark a larger trend of stepping away from ESG-related investment decisions,
it is uncertain how the market at large will respond. If we decide to report any of the Company's ESG-related efforts, goals, or
objectives, we could be presented with numerous material operational, reputational, financial, legal and other risks, any or all of which
could have a material negative impact, including on our reputation and stock price. For example, any ESG objectives or policies we implement,
be it in response to new laws, regulations or rules (including any that may in the future be implemented by the SEC or Nasdaq), actions
taken by self-regulatory organizations, investors or other stakeholders, or otherwise, could cause us to expend significant capital and
human resources and/or divert management's attention from central operational matters. Further, any failure by us to accurately
disclose and effectively carry out ESG undertakings, which may include forward-looking proposals based on assumptions and subject to
factors beyond our control, could expose us to reputational harm, government enforcement or private litigation, and stock price and volume
volatility.

 Our
ability to use our net operating loss carry forwards and certain other tax attributes may be limited.

 Under
Section 382 of the Internal Revenue Code of 1986 if a corporation undergoes an "ownership change," generally defined as a
greater than 50% change (by value) in its equity ownership over a three-year period, the corporation's ability to use its pre-change
net operating loss carry forwards ("NOLs"), and other pre-change tax attributes (such as research tax credits) to offset
its post-change income may be limited. We believe that, with the RFS Pharma, LLC and Cocrystal Discovery, Inc. mergers and other transactions
that have occurred more than seven years ago, we may have triggered an "ownership change" limitation. We may also experience
ownership changes in the future because of subsequent shifts in our stock ownership. If we generate taxable income, our ability to use
our pre-change NOLs carry forwards to offset U.S. federal taxable income may be subject to limitations, which could result in increased
future tax liability to us. At the state level, there may be periods during which the use of NOLs is suspended or otherwise limited,
which could accelerate or permanently increase state taxes owed.

we may not attract the attention of major brokerage firms, it could have a material impact upon the price of our common stock.

 It
is possible that securities analysts of major brokerage firms will not provide research coverage for our common stock. The absence of
such coverage limits the likelihood that an active market will develop for our common stock. It may also make it more difficult for us
to attract new investors when we acquire additional capital.

 We
may issue preferred stock which could make it more difficult for a third-party to acquire us and could depress our stock price.

 In
accordance with the provisions of our Certificate of Incorporation and the Stockholder Rights Agreement described above, our Board may
issue one or more additional series of preferred stock that have more than one vote per share, so long as the Board obtains the majority
approval of the stockholders who formerly held our Series A Convertible Preferred Stock, which is no longer authorized. This could permit
our Board to issue preferred stock to investors who support our management and give effective control of our business to our management.
Issuance of preferred stock could block an acquisition resulting in both a drop in our stock price and a decline in interest of our common
stock. This could make it more difficult for stockholders to sell their common stock. This could also cause the market price of our common
stock shares to drop significantly, even if our business is performing well.

 Our
amended and restated Bylaws provide for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between
us and our stockholders, and the exclusive forum in the Delaware federal courts for the resolution of any complaint asserting a cause
of action under the Securities Act and the Exchange Act.

 Our
amended and restated Bylaws provide that unless the Company consents in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the U.S. District Court of Delaware)
will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on
behalf of the Company (except to the extent that the Exchange Act provides otherwise), (ii) any action asserting a claim of breach of
a fiduciary duty owed by any director or officer (or affiliate of any of the foregoing) of the Company to the Company or the Company's
stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Company's
Certificate of Incorporation or Bylaws, or (iv) any other action asserting a claim arising under, in connection with, and governed by
the internal affairs doctrine. The amended and restated Bylaws further provide that unless the Company consents in writing to the selection
of an alternative forum, the federal district courts of the United States of America located in Delaware will be the exclusive forum
for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act and any person or
entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company will be deemed to have notice
of and consented to these provisions.

 We
believe these provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities
laws by chancellors and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of
cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. If a court
were to find the choice of forum provision that is contained in our amended and restated Bylaws to be inapplicable or unenforceable in
an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely
affect our business, results of operations, and financial condition. For example, Section 22 of the Securities Act provides that state
and federal courts have concurrent jurisdiction over claims to enforce any duty or liability created by the Securities Act or the rules
and regulations promulgated thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection
provision as written in connection with claims arising under the Securities Act. To date, the Delaware Supreme Court has upheld the exclusive
jurisdiction provisions in certificates of incorporation for claims under the Securities Act. However, two different federal Court of
Appeals reached conflicting decisions with one Court ruling that a forum selection clause was unenforceable as to a derivative claim
that was brought under the Exchange Act. Further, to date no court has ruled on the exclusive venue provision for claims under the Securities
Act and the other Court ruling it was enforceable. Accordingly, if a stockholder files a Securities Act claim or an Exchange Act claim
in a federal court and we seek to rely upon the Delaware venues, we may not be successful.

the choice of forum provisions in our Bylaws may have the effect of severing certain causes of action between federal and state courts,
stockholders seeking to assert claims against us or any of our current or former directors, officers, other employees, agents, or stockholders,
may be discouraged from bringing such claims due to a possibility of increased litigation expenses arising from litigating multiple related
claims in two separate courts. Additionally, a stockholder could face uncertainty as to which jurisdiction and venue a case will ultimately
be heard in, particularly given that variations in facts, circumstances and the particular provisions at issue often alter the legal
analysis and judicial interpretation, which may delay, prevent or impose additional obstacles on the stockholder in such litigation.
The choice of forum provisions may therefore limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable
for, or otherwise present obstacles and challenges in connection with, disputes with us or any of our current or former director, officer,
other employee, agent, or stockholder.

 Item
1B. Unresolved Staff Comments

 Not

 Item
1C. Cybersecurity

 Like
all companies that utilize technology, we are subject to threats of breaches of our technology systems. To mitigate the threat to our
business, we take a comprehensive approach to cybersecurity risk management. Our Board and our management actively oversee our risk management
program, including the management of cybersecurity risks. We have established policies, standards, processes and practices for assessing,
identifying, and managing material risks from cybersecurity threats, including those discussed in our Risk Factors. We have devoted financial
and personnel resources to implement and maintain security measures to meet regulatory requirements and shareholder expectations, and
we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure. While there can be no
guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be
effective, we believe that the Company's sustained investment in people and technologies have contributed to a culture of continuous
improvement that has put the Company in a position to protect against potential compromises, and we do not believe that risks from prior
cybersecurity threats have materially affected our business to date. We can provide no assurance that there will not be incidents in
the future or that past or future attacks will not materially affect us, including our business strategy, results of operations, or financial
condition.

 Item
2. Properties

 We
have operating facilities in Bothell, Washington and Miami, Florida, as well as an administrative facility in Melbourne, Australia.

 We
lease approximately 15,400 square feet of office and laboratory space in Bothell, Washington under a lease agreement expiring in January
2031.

 We
also lease office space in Miami, Florida under a lease that expires in August 2024.

 The
Company believes that its properties are suitable for their intended purposes and have capacities adequate for current and projected
needs related to the Company's programs.

 Item
3. Legal Proceedings

 From
time to time, the Company is a party to, or otherwise involved in, legal proceedings arising in the normal course of business. As of
the date of this Report, except as described below, the Company is not aware of any proceedings, threatened or pending, against it which,
if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position.

 Liberty
Insurance Underwriters Inc. ("Liberty") filed suit against us in federal court in Delaware seeking a declaratory judgment
that there was no insurance coverage for any settlement, judgment, or defense costs in the class and derivative litigation, that the
monies totaling approximately $1 million it paid to the Company in connection with the SEC investigation were not covered by insurance,
and for recoupment of the monies already paid. We had retained counsel to defend us which had filed an answer to the complaint denying
its material allegations, as well as a counterclaim against Liberty for breach of contract, declaratory judgment, bad faith and violation
of the Washington State Consumer Protection Act, alleging among other things that Liberty wrongfully denied the Company's claims
for coverage of the class and derivative litigations, and seeking money damages. Liberty Insurance Underwriters Inc. filed suit against
us in federal court in Delaware seeking a declaratory judgment that there was no insurance coverage for any settlement, judgment, or
defense costs in the class and derivative litigation, that the monies totaling approximately $1 million it paid to the Company in connection
with the SEC investigation were not covered by insurance, and for recoupment of the monies already paid. On June 7, 2022, the court filed
a Stipulation and Order for Entry of Judgment in the amount of $1,359,064 in favor of Liberty (the "Judgment") following
summary judgment granted by the court to Liberty on all but one of the matters at issue in the case. The Company filed an appeal in July
2022. On March 29, 2023, the Third Circuit ruled in favor of the Company on the appeal, thereby vacating the trial court's prior
grant of summary judgment in favor of Liberty. As a result of this ruling, the case has been remanded to the District Court for trial
on the merits of the Company's coverage claims for defense and settlement costs. The Court had ordered the return of the $1.6 million.
On August 8, 2023, the Company received $1.6 million as refunded by the registry of the court. On November 16, 2023, prior to commencement
of a new trial which had been scheduled for December 4, 2023, the parties entered into a settlement agreement pursuant to which Liberty
paid the Company $1 million and each party released the other from its respective claims and rights arising from the matter. There is
no further litigation with Liberty following this settlement.

 Item
4. Mine Safety Disclosures

 Not

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

 Our
common stock is traded on The Nasdaq Capital Market under the symbol "COCP". As of March 28, 2024, there were approximately
434 holders of record of our common stock.

 Dividend
Policy

 We
have not declared nor paid any cash dividend on our common stock, and we currently intend to retain future earnings, if any, to finance
the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay
cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition,
results of operations, capital requirements and other factors that our board of directors considers significant. Our ability to pay cash
dividends is governed by applicable provisions of Delaware law.

 Unregistered
sales of equity securities

 All
unregistered sales of our equity securities during the period covered by this Annual Report on Form 10-K have been previously reported.

 Item
6. Selected Financial Data

 As
a smaller reporting company as defined in Rule 12b-2 of the Exchange Act, we are not required to include information otherwise required
by this item.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following discussion and analysis should be read in conjunction with the Consolidated Financial Statements included elsewhere in this
report.

 Company
Overview

 We
develop novel medicines for use in the treatment of human viral diseases. Cocrystal has been developing novel technologies and approaches
to create first-in-class and best-in-class antiviral drug candidates since 2008. Our focus is to pursue the development and commercialization
of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating
our research and development efforts on viral replication inhibitors, we plan to leverage our infrastructure and expertise in these areas.

our year ended December 31, 2023, the following key aspects of our business advanced:

 Pandemic
and Seasonal Influenza A

 Our
 novel oral PB2 inhibitor, CC-42344, has shown excellent antiviral activity against influenza A strains including pandemic
 and seasonal strains, as well as strains resistant to Tamiflu and Xofluza.

 In
 March 2022 enrollment was initiated in a randomized, double-blind, placebo-controlled Phase 1 study of CC-42344, which was conducted
 in Australia. In December 2023, we reported favorable safety and tolerability results from a Phase 1 study of CC-42344 for the treatment
 of both pandemic and seasonal influenza A.

 In
 October 2023 we announced receipt of authorization from the United Kingdom Medicines and Healthcare Products Regulatory Agency (MHRA)
 to initiate a Phase 2a human challenge trial with its broad-spectrum, oral PB2 inhibitor CC-42344 as a potential treatment for pandemic
 and seasonal influenza A. In December 2023 we announced achievement of first-patient-in for the Phase 2a human challenge clinical
 trial. Clinical results are expected in 2024.

 Preclinical
 development is progressing with an inhaled formulation of CC-42344 as a treatment and prophylaxis for influenza A.

 Pandemic
and Seasonal Influenza A/B Program

 Novel
 inhibitors effective against both influenza strains A and B have been identified and are in the preclinical stage.

 Oral
Protease Inhibitor CDI-988

 A
 novel, broad-spectrum pan-viral 3CL protease inhibitor antiviral drug candidate CDI-988 for clinical development as an oral treatment
 for SARS-CoV-2 and norovirus.

 Conducting
 randomized, double-blind, placebo-controlled Phase 1 study of CDI-988 is approved by Australia Human Research Ethics Committees (HREC).
 The study is designed to access the safety, tolerability and pharmacokinetics of CDI-988.

 In
 September 2023 we announced dosing of the first subjects in the Phase 1 clinical trial with oral, first-in-class pan-norovirus and
 pan-coronavirus 3CL protease inhibitor CDI-988.

 Replication
Inhibitors

 We
 are using our proprietary structure-based drug discovery platform technology to discover replication inhibitors for orally administered
 therapeutic and prophylactic treatments for SARS-CoV-2. Replication inhibitors hold potential to work with protease inhibitors in
 a combination therapy regimen.

 Results
of Operations

and Development Expense

and development expenses consist primarily of compensation-related costs for our ten employees dedicated to research and development
activities and for our Scientific Advisory Board members, as well as lab supplies, lab services, and facilities and equipment costs.

 Total
research and development expenses were $15,169,000 for the year ended December 31, 2023, compared with $12,392,000 for the year ended
December 31, 2022. The increase of $2,777,000 was primarily due to advancing our influenza lead
candidate CC-42344 through a Phase 1 trial and preparation for a Phase 2a clinical trial planned for 2023, as well as advancing our lead
COVID-19 clinical oral candidate CDI-988 in preparation for a Phase 1 clinical trial planned for 2023.

 General
and Administrative Expense

 General
and administrative expenses include compensation-related costs for our employees dedicated to general and administrative activities,
legal fees, audit and tax fees, consultants and professional services, and general corporate expenses.

 General
and administrative expenses were $5,990,000 for the year ended December 31, 2023, compared with $ 5,745,000
 for the year ended December 31, 2022. This increase of $245,000 was primarily due professional
fees and litigation.

 In
the ordinary course of business, the Company entered into non-cancellable related party leases for its facilities (see Note 14 –
Transactions with Related Parties in the Consolidated Financial Statements).

 Goodwill
Impairment

the six months ended June 30, 2022, the Company saw a significant decrease in its price of common stock resulting in an overall reduction
in market capitalization and our recorded net book value exceeded our market capitalization as of June 30, 2022. Pre-impairment, the
carrying value of the reporting unit exceeded the market capitalization of the Company at June 30, 2022 and concluded that goodwill was
impaired in its entirety and recorded during the second quarter ended June 30, 2022 a $19,092,000 non-cash impairment. As of December
31, 2023 and 2022, the Company had no remaining goodwill.

 Legal
Settlement

 In
July 2022, the Company filed a legal appeal and deposited $1.6 million with the United State District Court for the District of Delaware
as security during pending our appeal. During the second quarter ended June 30, 2022, the Company recorded a legal judgement for this
amount inclusive of estimated costs. During the third
quarter of 2023, the Company received a $1.6 million refund from the registry of the court reflecting the recovery of funds following
a successful appeal in the Company's litigation with an insurer. During November 2023, a settlement agreement was executed and
the insurer paid the Company an additional $1.0 million. There is no further litigation with the insurer following the settlement. See
"Item 3. Legal Proceedings" for more information

 Total
other Income/Expense

 Total
other income was $575,000 for the year ended December 31, 2023, compared to total other expense of $8,000 for the year ended December
31, 2022. This increase of $583,000 was primarily due to interest income discussed below.

 Interest
income was $640,000 for the year ended December 31, 2023, compared to interest expense of $2,000 for the year ended December 31, 2022.
The interest income in 2023 was related to interest earned from cash held in banks and deposits with court registry and the expense in
2022 was related to finance lease agreements.

 We
also had foreign exchange loss of $65,000 and $18,000 for the years ended December 31, 2023 and 2022, respectively, related to currency
exchange rate measurements with regards to our Australian operations.

 Net
Loss

 We
had a net loss of $17,984,000 for the year ended December 31, 2023, compared to a net loss of $38,837,000 for the year ended December
31, 2022. This decrease of $20,853,000 was primarily due to a $19,092,000 non-cash impairment-loss
of goodwill in 2022 and offset by increases in research and development expenses in 2023 due transition from clinical trial phase I to
phase II of our CC-42344 product, and compensated by the increase efforts in the initiation of clinical trial phase I for CDI-988 and
other product candidates.

 Liquidity
and Capital Resources

 For
the year ended December 31, 2023, net cash used in operating activities was $14,666,000, compared to net cash used in operating activities
of $21,435,000 for the year ended December 31, 2022. The decrease in cash used in operating activities in 2023 as compared to 2022 was
attributable to the decrease of operating costs related to our COVID-19 and influenza-A clinical trials.

 For
the year ended December 31, 2023, net cash used in investing activities netted to $118,000, which consisted of capital expenditures for
lab equipment, software, and networking for our Lab located in Bothell, Washington. For the year ended December 31, 2022, our net cash
used in investing activities consisted of $74,000.

 For
the year ended December 31, 2023, net cash provided by financing activities was $3,993,000, compared to net cash used by financing activities
of $27,000 for the year ended December 31, 2022. Net cash provided by financing activities in 2023 was result of a raise of $4,000,000
in a private placement sale of common stock.,

 We expect that our reported cash balance will be sufficient to support
the Company's working capital needs for the 12 months following the filing of this Report.

 Developing
pharmaceutical products, including conducting preclinical studies and clinical trials, is capital-intensive. As a rule, research and
development expenses increase substantially as a company advances a product candidate toward clinical programs. Historically, we have
financed our operations with the proceeds from public and private equity and debt offerings, including additional investments by certain
existing stockholders, and entered into strategic partnerships and collaborations for the research, development and commercialization
of product candidates. Because we have an influenza A product candidate that is currently in a Phase 2a clinical trial and a pan-viral
coronavirus & norovirus product candidate that is currently in a Phase 1 clinical trial we may need to raise additional capital to
support our operations or form partnerships and collaborative alliances. Such funding may not be available to us on acceptable terms,
or at all.

 The
Company is party to the At-The-Market Offering Agreement, dated July 1, 2020 ("ATM Agreement") with H.C. Wainwright &
Co., LLC ("Wainwright"), pursuant to which the Company may issue and sell over time and from time to time, to or through
Wainwright, up to $10,000,000 of shares of the Company's common stock. In
January 2021, the Company sold 1,030,000 shares of its common stock pursuant to the ATM Agreement for net proceeds of approximately $2.1
million. There have been no sales under the ATM Agreement since then.

 Cautionary
Note Regarding Forward Looking Statements

 This
Annual Report includes forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including
statements regarding our plans for the future development of preclinical and clinical drug candidates, our expectations regarding future
characteristics of the product candidates we develop, the expected time of achieving certain value driving milestones in our programs,
including, preparation, commencement and advancement of clinical studies for certain product candidates in 2024, our expectations with
respect to market opportunities for certain product candidates and our plans regarding further clinical development of such product candidates,
our search for collaboration partners following the termination of agreements with Merck and KSURF, our expectations regarding future
operating results, statement regarding the suitability and adequacy of our properties and capital resources, and our future liquidity.

 The
words "believe," "may," "estimate," "continue," "anticipate," "intend,"
"should," "plan," "could," "target," "potential," "is likely,"
"will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial
trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

 The
results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that
may cause actual results to differ materially from these forward-looking statements include inflation, the possibility of recession,
interest rate increases and the conflicts in Ukraine and Israel on our Company, our collaboration partners, and on the U.S., U.K., Australia
and global economy, including manufacturing and research delays arising from raw materials and labor shortages, supply chain disruptions
and other business interruptions including any adverse impacts on our ability to obtain raw materials and test animals as well as similar
problems with our vendors and our current and any future CROs and CMOs, the results of the studies for CC-42344 and CDI-988, the ability
of our CROs to recruit volunteers for, and to proceed with, clinical studies, our and our collaboration partners' technology and
software performing as expected, financial difficulties experienced by certain partners, the results of future preclinical and clinical
trials, general risks arising from clinical trials, receipt of regulatory approvals, regulatory changes, development of effective treatments
and/or vaccines by competitors, including as part of the programs financed by the U.S. government, and potential mutations in a virus
we are targeting which may result in variants that are resistant to a product candidate we develop. Further information on such uncertainties
and risks is contained in the "Risk Factors" in Item 1A of this this Annual Report. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. For more information
regarding some of the ongoing risks and uncertainties of our business, see "Item 1A – Risk Factors" and our other filings
with the SEC.

 Critical
Accounting Policies and Estimates

 Our
management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or GAAP. The preparation of these
consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities
and expenses. On an ongoing basis, we evaluate these estimates and judgments, including those described below. We base our estimates
on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates
and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results and experiences may differ materially from these estimates. While our significant accounting policies
are more fully described in the accompanying notes to the consolidated financial statements included in this Annual Report on Form 10-K
for the year ended December 31, 2023, we believe that the following accounting policies are the most critical to aid you in fully understanding
and evaluating our reported financial results and affect the more significant judgments and estimates that we use in the preparation
of our consolidated financial statements.

 Stock-Based
Compensation

 We
account for stock options related to our equity incentive plans under the provisions of Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") 718 which requires the recognition of the fair value of stock-based compensation.
The fair value of stock options is estimated using a Black-Scholes option valuation model. This model requires the input of subjective
assumptions including expected stock price volatility, expected life and estimated forfeitures of each award. The fair value of equity-based
awards is amortized over the requisite service period of the award. Due to the limited amount of historical data available to us, particularly
with respect to stock-price volatility, employee exercise patterns and forfeitures, actual results could differ from our assumptions.

 Recently
Issued Accounting Standards

 See
discussion in Note 2 to the consolidated financial statements.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 Not

 Item
8. Financial Statements

 The
consolidated financial statements of Cocrystal Pharma, Inc. required by this Item are described in Item 15 of this Annual Report on Form
10-K and are presented beginning on page F-1.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report
 of Independent Registered Certified Public Accounting Firm (PCAOB ID No. 572)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Board
of Directors and Stockholders

Pharma, Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Cocrystal Pharma, Inc. (the "Company") and subsidiaries as of
December 31, 2023 and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows for the years
then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31,
2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board of the United States ("PCAOB") and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matter

 Critical
audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 We
have served as the Company's auditor since 2019.

 Weinberg
& Company, P.A.

 Weinberg
& Company, P.A

 Los
Angeles, California

 March

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 (in
thousands, except per share data)

 December 31, 2023

 December 31, 2022

 Assets

 Current assets:

 Cash

 $
 26,353

 $
 37,144

 Restricted cash

 Tax credit receivable

 Prepaid expenses and other current assets

 1,773

 2,243

 Total current assets

 29,091

 40,178

 Property and equipment, net

 Deposits

 Operating lease right-of-use assets, net (including $ 42 and $ 99 to related party)

 1,851

 Total assets

 $
 31,259

 $
 40,840

 Liabilities and stockholders' equity

 Current liabilities:

 Accounts payable and accrued expenses

 $
 3,022

 $

 Current maturities of finance lease liabilities

 -

 Current maturities of operating lease liabilities (including $ 42 and $ 59 to related party)

 Total current liabilities

 3,262

 1,216

 Long-term liabilities:

 Operating lease liabilities (including $ 0 and $ 42 to related party)

 1,613

 Total long-term liabilities

 1,613

 Total liabilities

 4,875

 1,273

 Commitments and contingencies

 -

 -

 Stockholders' equity:

 Common stock $ 0.001 par value; 150,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively; 10,174 and 8,143 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 Additional paid-in capital

 342,288

 337,489

 Accumulated deficit

 ( 315,914
)

 ( 297,930
)

 Total stockholders' equity

 26,384

 39,567

 Total liabilities and stockholders' equity

 $
 31,259

 $
 40,840

 See
accompanying notes to consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 (in
thousands, except per share data)

 2023

 2022

 December 31,

 2023

 2022

 Operating expenses:

 Research and development

 $
 15,169

 $
 12,392

 General and administrative

 5,990

 5,745

 Legal settlement

 ( 2,600
)

 1,600

 Impairments

 -

 19,092

 Total operating expenses

 18,559

 38,829

 Loss from operations

 ( 18,559
)

 ( 38,829
)

 Other (expense) income:

 Interest income (expense), net

 ( 2
)

 Change in fair value of derivative liabilities

 -

 Foreign exchange loss

 ( 65
)

 ( 18
)

 Total other income (expense), net

 ( 8
)

 Net loss

 $
 ( 17,984
)

 $
 ( 38,837
)

 Net loss per common share:

 Loss per share, basic and diluted

 $
 ( 1.87
)

 $
 ( 4.77
)

 Weighted average number of common shares outstanding, basic and diluted

 9,651

 8,143

 See
accompanying notes to consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY

 (in
thousands)

 Shares

 Amount

 Capital

 Deficit

 Common Stock

 Additional
Paid-in

 Accumulated

 Total
Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Balance as of December 31, 2021

 8,143

 $

 $
 336,634

 $
 ( 259,093
)

 $
 77,549

 Stock-based compensation

 -

 -

 -

 Net loss

 -

 -

 -

 ( 38,837
)

 ( 38,837
)

 Balance as of December 31, 2022

 8,143

 $

 $
 337,489

 $
 ( 297,930
)

 $
 39,567

 Balance

 8,143

 $

 $
 337,489

 $
 ( 297,930
)

 $
 39,567

 Stock-based compensation

 -

 -

 -

 Sale of common stock to related entities, net of transaction costs

 2,031

 3,998

 -

 4,000

 Net loss

 -

 -

 -

 ( 17,984
)

 ( 17,984
)

 Balance as of December 31, 2023

 10,174

 $

 $
 342,288

 $
 ( 315,914
)

 $
 26,384

 Balance

 10,174

 $

 $
 342,288

 $
 ( 315,914
)

 $
 26,384

 See
accompanying notes to consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 (in
thousands)

 2023

 2022

 December
 31,

 2023

 2022

 Operating
 activities:

 Net
 loss

 $

 ( 17,984)

 $

 ( 38,837

)

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 Depreciation-and-amortization
 expense

 Right
 of use assets

 ( 1,577

)

 Loss
 on impairment of goodwill

 -

 19,092

 Stock-based
 compensation

 Change
 in operating lease liabilities

 1,563

 ( 209

)

 Change
 in fair value of derivative liabilities

 -

 ( 12

)

 Changes
 in operating assets and liabilities:

 Tax
 credit receivable

 ( 174)

 ( 716

)

 Prepaid
 expenses and other current assets

 ( 1,675

)

 Accounts
 payable and accrued expenses

 2,046

 ( 321

)

 Net
 cash used in operating activities

 ( 14,666)

 ( 21,435

)

 Investing
 activities:

 Purchases
 of property and equipment

 ( 118)

 ( 74

)

 Net
 cash used in investing activities

 ( 118)

 ( 74

)

 Financing
 activities:

 Payments
 of finance lease obligations

 ( 7)

 ( 27

)

 Proceeds
 from sale of common stock, net of transaction costs

 4,000

 -

 Net
 cash provided by (used in) financing activities

 3,993

 ( 27

)

 Net
 decrease in cash and restricted cash

 ( 10,791)

 ( 21,536

)

 Cash
 and restricted cash at beginning of period

 37,219

 58,755

 Cash
 and restricted cash at end of period

 $

 26,428

 $

 37,219

 See
accompanying notes to consolidated financial statements.

 F- 6

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 For
the years ended December 31, 2023 and 2022

 1.
 Organization and Business

Pharma, Inc. ("we", the "Company" or "Cocrystal"), a biopharmaceutical company, has been developing
novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial funding in 2008.
Our focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment
and prophylaxis of viral diseases in humans. By concentrating our research and development efforts on viral replication inhibitors, we
plan to leverage our infrastructure and expertise in these areas.

 In
September 2021, the Company opened a wholly owned foreign subsidiary in Australia named Cocrystal Pharma Australia, Ltd ("Cocrystal
Australia") with the objective of operating clinical trials in Australia.

 On
September 27, 2022, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the "Amendment") with
the Delaware Secretary of State to effect a reverse stock split of all outstanding shares of the Company's common stock at a ratio
of one-for-12. At the Company's 2022 Annual Meeting of Stockholders, holders of a majority of the outstanding voting power approved
an amendment to the Certificate of Incorporation of the Company to effect a reverse stock split of all outstanding shares of our common
stock at a ratio to be determined by the Board of Directors within a range of one-for-four through one-for-12. Following such approval,
The Board of Directors determined to effect the reverse stock split at the ratio of one-for-12. The Amendment became effective October
11, 2022 and the effect of the reverse stock split was reflected on the Nasdaq Stock Market.

 All
share and per share amounts have been retroactively restated to reflect the one-for-12 stock split
as if it occurred at the beginning of the earliest period presented.

 Liquidity

 The
Company's consolidated financial statements are prepared using generally accepted accounting principles in the United States of
America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has incurred net losses and negative operating cash flows since inception. For the year ended December
31, 2023, the Company recorded a net loss of approximately $ 17,984,000 and used approximately $ 14,666,000 of cash in operating activities.

 On
December 31, 2023, the Company had cash and cash equivalents of approximately $ 26,353,000. We believe that our current resources will
be sufficient to fund our operations beyond the next 12 months. This estimate is based, in part, upon our currently projected expenditures.

 The
Company's activities since inception have principally consisted of acquiring product and technology rights, raising capital, and
performing research and development. Successful completion of the Company's development programs, obtaining regulatory approvals
of its products and, ultimately, the attainment of profitable operations is dependent on future events, including, among other things,
its ability to access potential markets, secure financing, develop a customer base, attract, retain and motivate qualified personnel,
and develop strategic alliances. Through December 31, 2023, the Company has primarily funded its operations through equity offerings.

 The
Company will need to continue obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no
assurances that the additional capital it is able to raise, if any, will be sufficient to meet its needs, or that any such financing
will be obtainable on acceptable terms. Our future cash requirements, and the timing of those requirements, will depend on a number of
factors, including economic conditions, the approval and success of our products in development, the continued progress of research and
development of our product candidates, the timing and outcome of clinical trials and regulatory approvals, the costs involved in preparing,
filing, prosecuting, maintaining, defending, and enforcing patent claims and other intellectual property rights, the status of competitive
products, the availability of financing, our success in developing markets for our product candidates and legal proceedings that may
arise. We have historically not generated sustained positive cash flow and if we are not able to secure additional funding when needed,
we may have to delay, reduce the scope of, or eliminate one or more of our clinical trials or research and development programs. If the
Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its drug development activities.
The Company expects to continue incurring substantial operating losses and negative cash flows from operations over the next several
years during its pre-clinical and clinical development phases.

 Additionally,
the rapid development and fluidity of the COVID-19 pandemic and new variants of the virus makes it very difficult to predict its ultimate
impact on our business, results of operations and liquidity. We will continue to monitor and assess the impact COVID-19 and new variants
of the virus may have on our business and financial results.

 F- 7

 2.
 Basis of Presentation and Significant Accounting Policies

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S.
GAAP"), and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for reporting of
annual financial information.

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: Cocrystal Pharma
Australia Pty, Ltd., Cocrystal Discovery, Inc., Cocrystal Merger Sub, Inc., Baker Cummins Corp. and Biozone Laboratories, Inc. Intercompany
transactions and balances have been eliminated.

 Segments

 The
Company operates in one segment. In accordance with the "Segment Reporting" Topic of the ASC, the Company's chief operating
decision makers have been identified as the Co-Chief Executive Officers, who review operating results to make decisions about allocating
resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting,
establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products
and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating
units qualify for aggregation under "Segment Reporting" due to their similar customer base and similarities in: economic
characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates
in one segment, all financial information required by "Segment Reporting" can be found in the accompanying consolidated financial
statements.

 Use
of Estimates

 Preparation
of the Company's consolidated financial statements in conformance with U.S. GAAP requires the Company's management to make
estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent
assets and liabilities in the Company's consolidated financial statements and accompanying notes. The significant estimates in
the Company's consolidated financial statements relate to the valuation of equity awards and derivative liabilities, recoverability
of deferred tax assets, estimated useful lives of fixed assets, and forecast assumptions used in the impairment testing of goodwill.
The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable
under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from
estimates made under different assumptions or conditions.

 Concentrations
of Credit Risk

 Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash deposited in
accounts held at two U.S. financial institutions, which may, at times, exceed federally insured limits of $ 250,000 for each institution
accounts are held. At December 31, 2023 and 2022, our primary operating account held approximately $ 16,327,000 and $ 37,144,000, respectively,
and our collateral account balance of $ 75,000 as of December 31, 2023 and other cash accounts are maintained at different institutions.
The Company has not experienced any losses in such accounts and believes it is not exposed to significant risks thereof.

 F- 8

 Risks
and Uncertainties

 The
Company's future results of operations involve a number of risks and uncertainties. Factors that could affect the Company's
future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological
change, ability to obtain regulatory approvals, competition from currently available treatments and therapies, competition from larger
companies, effective protection of proprietary technology, maintenance of strategic relationships, and dependence on key individuals.

 Products
developed by the Company will require clearances from the U.S. Food and Drug Administration (the "FDA") and other international
regulatory agencies prior to commercial sales in their respective markets. The Company's products may not receive the necessary
clearances and if they are denied clearance, clearance is delayed, or the Company is unable to maintain clearance, the Company's
business could be materially, adversely impacted.

 Cash
and Restricted Cash

 The
Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash
equivalents, and the Company held no cash equivalents as of December 31, 2023 and 2022.

 The
following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the
total of the same such amounts shown in the consolidated statements of cash flows (in thousands):

of Reconciliation of Cash and Restricted Cash

 December 31, 2023

 December 31, 2022

 Cash

 $
 26,353

 $
 37,144

 Restricted cash

 Total cash and restricted cash shown in the statements of cash flows

 $
 26,428

 $
 37,219

 Restricted
cash represents amounts pledged as collateral for financing arrangements that are currently limited to the issuance of business credit
cards. The restriction will end upon the conclusion of these financing arrangements.

 Property
and Equipment

 Property
and equipment, which consists of lab equipment (including lab equipment under capital lease), computer equipment, and office equipment,
is recorded at cost and depreciated over the estimated useful lives of the underlying assets (three to five years) using the straight-line
method.

 Fair
Value Measurements

 FASB
Accounting Standards Codification ("ASC") 820 defines fair value, establishes a framework for measuring fair value under
generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820
as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques
used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The
standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last
unobservable, that may be used to measure fair value which are the following:

 Level
 1 — quoted prices in active markets for identical assets or liabilities.

 Level
 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement
 date.

 Level
 3 — significant unobservable inputs that reflect management's best estimate of what market participants would use to
 price the assets or liabilities at the measurement date.

 F- 9

 The
Company categorizes its cash and restricted cash as Level 1 fair value measurements. The Company categorizes its warrants potentially
settleable in cash as Level 3 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring
basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted
for as component of stockholders' equity. The warrants are valued using the Black-Scholes option pricing model as discussed in
Note 9 – Warrants.

 At
December 31, 2023 and 2022, the carrying amounts of financial assets and liabilities, such as cash, other assets, and accounts payable
and accrued expenses approximate their fair values due to their short-term nature.

 The
Company has not transferred any financial instruments into or out of Level 3 classification during the years ended December 31, 2023
and 2022. A reconciliation of the beginning and ending Level 3 liabilities for is as follows (in thousands):

of Reconciliation of Beginning and Ending Level 3 Liabilities

 Fair Value Measurements Using
 Significant Unobservable Inputs
 (Level 3)

 2023

 2022

 Balance, January 1,

 $
 -

 $

 Beginning
 balance

 $
 -

 $

 Change in fair value of warrants potentially settleable in cash (Note 9)

 -

 ( 12
)

 Balance at December 31,

 $
 -

 $
 -

 Ending balance

 $
 -

 $
 -

 Goodwill

 In
November 2014, goodwill was recorded in connection with the acquisition of RFS Pharma.

 We
evaluate indefinite-lived intangible assets and goodwill for impairment annually, as of November 30, or more frequently when events or
circumstances indicate that impairment may have occurred. As part of the impairment evaluation, we may elect to perform an assessment
of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived
intangible asset or the reporting unit (for goodwill) is less than its carrying value, we then would proceed with the quantitative impairment
test to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value.

 Fair
value is typically estimated using an income approach based on the present value of future discounted cash flows. The significant estimates
in the discounted cash flow model primarily include the discount rate, and rates of future revenue and expense growth and/or profitability
of the acquired assets. In performing an impairment test, the Company considers, among other factors, the Company's intention for
future use of acquired assets, analyses of historical financial performance and estimates of future performance of Cocrystal's
product candidates.

 Long-Lived
Assets

 The
Company regularly reviews the carrying value and estimated lives of its long-lived assets, including property and equipment, to determine
whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used
for this evaluation include management's estimate of the asset's ability to generate positive income from operations and
positive cash flow in future periods as well as the strategic significance of the assets to the Company's business objective. Should
an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset's fair value.

 F- 10

 Patent
and Licensing Related Legal and Filing Costs

 Due
to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company's
research efforts and related patent applications, all patent-related legal and filing fees and licensing-related legal fees are charged
to operations as incurred. Patent and licensing-related legal and filing costs were $ 396,000 and $ 506,000 for the years ended December
31, 2023 and 2022, respectively. Patent and licensing related legal and filing costs are included in general and administrative costs
in the Company's consolidated statements of operations.

and Development Expenses

and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the
acquisition, design, development and testing of the Company's clinical products. All
research and development costs are expensed as incurred. Research and development costs are presented net of tax credits.

 The
Company's Australian subsidiary is entitled to receive government assistance in the form of refundable and non-refundable research
and development tax credits from the federal and provincial taxation authorities, based on qualifying expenditures incurred during the
fiscal year. The refundable credits are from the provincial taxation authorities and are not dependent on its ongoing tax status or tax
position and accordingly are not considered part of income taxes. The Company records refundable tax credits as a reduction of research
and development expenses when the Company can reasonably estimate the amounts and it is more likely than not, they will be received.
During the year ended December 31, 2023, the Company recorded tax
credits receivable of $ 890,000, of which approximately $ 823,000 was recorded as a reduction
of research and development expense.

 Income
Taxes

 The
Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and
laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets
is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of
a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company
recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be
sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will
measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely
than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change
in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties
related to income taxes as part of its income tax expense.

 Stock-Based
Compensation

 The
Company periodically issues stock-based compensation to officers, directors, and consultants for services rendered. Such issuances vest
and expire according to terms established at the issuance date.

 Stock-based
payments to employees, directors, and for acquiring goods and services from nonemployees, which include grants of employee stock options,
are recognized in the financial statements based on their grant date fair values in accordance with ASC 718, Compensation-Stock Compensation.
Stock option grants to employees, which are generally time vested, are measured at the grant date fair value and depending on the conditions
associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period.
Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.
The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related
to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option
pricing model could materially affect compensation expense recorded in future periods.

 F- 11

 Common
Stock Purchase Warrants and Other Derivative Financial Instruments

 We
classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement
or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock
as defined in ASC 815-40, Contracts in Entity's Own Equity. We classify as assets or liabilities any contracts that require
net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control)
or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). We assess
the classification of our common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether
a change in classification between assets and liabilities is required.

 Net
Income (Loss) per Share

 The
Company accounts for and discloses net income (loss) per common share in accordance with FASB ASC Topic 260, Earnings Per Share.
Basic income (loss) per common share is computed by dividing income (loss) attributable to common stockholders by the weighted average
number of common shares outstanding. Diluted net income (loss) per common share is computed by dividing net income (loss) attributable
to common stockholders by the weighted average number of common shares that would have been outstanding during the period assuming the
issuance of common stock for all potential dilutive common shares outstanding. Potential common shares consist of shares issuable upon
the exercise of stock options and warrants.

 The
following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because
their inclusion would be anti-dilutive (in thousands):

of Antidilutive Securities Excluded from Calculations of Net Loss Per Share

 December 31,

 2023

 2022

 Outstanding options to purchase common stock

 Warrants to purchase common stock

 Total

 Recent
Accounting Pronouncements

 The
Company's management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have
been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does
not believe the future adoption of any such pronouncements will have a material effect on the Company's financial position and
results of operations.

 3.
 Foreign Currency Remeasurement

 The
U.S. dollar has been determined to be the functional currency for the net assets of Cocrystal Australia operations. The transactions
are recorded in the local currencies and are remeasured at each reporting date using the historical rates for nonmonetary assets and
liabilities and current exchange rates for monetary assets and liabilities at the balance sheet date. Exchange gains and losses from
the remeasurement of monetary assets and liabilities are recognized in other income (loss). The Company recognized an loss of approximately
$ 65,000 and $ 18,000 for the years ended December 31, 2023 and 2022, respectively.

 As
of December 31, 2023 and 2022, the Company's cash balances consisted of the following (in thousands):

of Cash Balance

 2023

 2022

 U.S. Dollars

 $
 26,402

 $
 37,177

 Australian Dollars – in US $

 Cash Balance

 $
 26,428

 $
 37,219

 F- 12

 4.
 Property and Equipment

 Property
and equipment as of December 31, consists of the following (table in thousands):

of Property and Equipment

 2023

 2022

 Lab equipment (excluding equipment under finance leases)

 $
 1,757

 $
 1,631

 Finance lease right-of-use lab equipment obtained in exchange for finance lease liabilities, net

 Computer and office equipment

 Total property and equipment

 2,074

 1,956

 Less accumulated depreciation

 ( 1,803
)

 ( 1,614
)

 Property and equipment, net

 $

 $

 Depreciation
expense was $ 189,000 and $ 185,000 for the years ended December 31, 2023 and 2022, respectively.

 5.
 Goodwill

 The
Company completed its annual impairment test in November 2021, and at that time determined the fair value of its reporting unit, as determined
utilizing both the Company's Nasdaq market capitalization and an income approach analysis; exceeded the carrying value of the reporting
unit as of December 31, 2021; therefore, management did not consider the $ 19,092,000 of goodwill to be impaired.

 The
Company uses judgement in assessing whether assets may have become impaired between annual impairment tests. The occurrence of a change
in circumstances, such as a continued decline in the market capitalization of the Company, would determine the need for impairment testing
between annual impairment tests. During the six months ended June 30, 2022, the Company saw a significant decrease in its price of common
stock resulting in an overall reduction in market capitalization and our recorded net book value exceeded our market capitalization as
of June 30, 2022. Pre-impairment, the carrying value of the reporting unit exceeded the market capitalization of the Company at June
30, 2022 and management concluded that goodwill was impaired in its entirety and recorded a $ 19,092,000 non-cash impairment.

 As
of December 31, 2023, the Company had no remaining goodwill.

 F- 13

 6.
 Accounts Payable and Accrued Expenses

 Accounts
payable and accrued expenses consisted of the following as of December 31, (table in thousands):

of Accounts Payable and Accrued Expenses

 2023

 2022

 Accounts
 payable

 $

 1,222

 $

 Accrued
 compensation

 Accrued
 other expenses

 1,691

 Total
 accounts payable and accrued expenses

 $

 3,022

 $

 Accounts
payable and accrued other expenses contain unpaid general and administrative expenses and costs related to research and development that
have been billed and estimated unbilled, respectively, as of year-end.

 7.
 Common Stock

 As
of December 31, 2023, the Company has authorized 150,000,000 shares of common stock, $ 0.001 par value per share. The Company had approximately
 10,174,000 and 8,143,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively.

 The
holders of common stock are entitled to one vote for each share of common stock held.

 On
April 4, 2023, the Company entered into a Securities Purchase Agreement with two accredited investors (the "Purchasers")
whereby the Purchasers agreed to purchase a total of 2,030,458 shares of unregistered common stock at a price of $ 1.97 per share for
a total purchase price of $ 4,000,000 in two equal $ 2,000,000 investments. The Purchasers were an entity controlled by a director and
another investor who subsequently joined the Company's Board of Directors.

 The
Company was a party to the At-The-Market Offering Agreement, dated July 1, 2020 ("ATM Agreement") with H.C. Wainwright &
Co., LLC ("Wainwright"), pursuant to which the Company may issue and sell over time and from time to time, to or through
Wainwright, up to $ 10,000,000 of shares of the Company's common stock. During
January 2021, the Company sold 85,834 shares of its common stock pursuant to the ATM Agreement for net proceeds of approximately $ 2.1
million. There have been no sales under the ATM Agreement since then.

 8.
 Stock Based Awards

Incentive Plans

 The
Company adopted an equity incentive plan in 2007 (the "2007 Plan"). The 2007 Plan has expired, and the Company no longer
issues any awards under the 2007 Plan. As of December 31, 2022, there are 424 outstanding incentive stock options granted under the 2007
Plan that are eligible to purchase shares of the Company's common stock. The maximum term of options granted under the 2007 Plan
was ten years.

 The
Company adopted a second equity incentive plan in 2015 (the "2015 Plan") under which 833,333 shares of common stock have
been reserved for issuance to employees, and non-employee directors and consultants of the Company. Recipients of incentive stock options
granted under the 2015 Plan shall be eligible to purchase shares of the Company's common stock at an exercise price equal to no
less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the 2015 Plan
is ten years. The options generally vest 25% after one year, with the remaining balance vesting monthly over the following three years.
As of December 31, 2023, approximately 276 million options remain available for future grant under the 2015 Plan.

 F- 14

 The
following table summarizes stock option transactions for the 2007 Plan and 2015 Plan, collectively, for the years ended December 31,
2023 and 2022 (table in thousands, except per share amounts):

 Schedule of Share-based Compensation, Stock Options, Activity

 Number of
Shares
Available
for Grant

 Total
Options
Outstanding

 Weighted
Average
Exercise
Price

 Aggregate
Intrinsic
Value

 Balance at December 31, 2021

 $
 23.76

 $
 -

 Granted

 ( 158
)

 5.04

 -

 Expired

 ( 12
)

 33.24

 -

 Cancelled

 ( 1
)

 15.36

 Balance at December 31, 2022

 $
 15.36

 $

 Granted

 ( 209
)

 2.67

 -

 Expired

 -

 ( 1
)

 22.89

 -

 Balance at December 31, 2023

 10.57

 -

the year ended December 31, 2023 the Company granted stock options to officers, directors, employees and consultants to purchase a total
of 209,216 shares of common stock. The options have an exercise price of $ 2.67 per share, expire in ten years, and vest as follows: one
half vests on the one-year anniversary of the grant date and the remainder will vest in eight equal quarterly increments with the first
such quarterly increment vesting on September 30, 2023. The total fair value of these options at the grant date was approximately $ 470,000
using the Black-Scholes Option pricing model. The Black-Scholes option pricing model includes the following weighted average assumptions
for grants made during the year ended December 31, 2023:

 Schedule of Weighted Average Assumptions Used for Grants

 Assumptions:

 Weighted average per share grant date fair value

 $
 2.67

 Risk-free interest rate

 3.96
 %

 Expected dividend yield

 0.00
 %

 Expected volatility

 112.02
 %

 Expected terms (in years)

 5.77

the year ended December 31, 2022 the Company granted stock options to officers, directors, employees and consultants to purchase a total
of 158,012 shares of common stock. The options have an exercise price of $ 5.04 per share, expire in ten years, and vest as follows: one
half vests on the one-year anniversary of the grant date and the remainder will vest in eight equal quarterly increments with the first
such quarterly increment vesting on September 30, 2022. The total fair value of these options at the grant date was approximately $ 633,000
using the Black-Scholes Option pricing model. The Black-Scholes option pricing model includes the following weighted average assumptions
for grants made during the year ended December 31, 2022:

 Assumptions:

 Weighted average per share grant date fair value

 $
 12.01

 Risk-free interest rate

 2.89
 %

 Expected dividend yield

 0.00
 %

 Expected volatility

 111.96
 %

 Expected terms (in years)

 5.83

 F- 15

 For
the years ended December 31, 2023 and 2022, equity-based compensation expense for options vesting during the period was $ 801,000 and
$ 855,000, respectively.

 As
of December 31, 2023, there was $ 717,000 of total unrecognized compensation expense related to non-vested stock options that is expected
to be recognized over a weighted average period of 1 years. For options granted and outstanding, there were 558,000 options outstanding
which were fully vested or expected to vest, with an aggregate intrinsic value of $ 0.0, a weighted average exercise price of $ 10.38,
and weighted average remaining contractual term of 8.2 years at December 31, 2023. For vested and exercisable options, outstanding shares
totaled 279,000, with an aggregate intrinsic value of $ 0.0. These options had a weighted-average exercise price of $ 17.17 per share and
a weighted-average remaining contractual term of 7.2 years at December 31, 2023.

 The
aggregate intrinsic value of outstanding and exercisable options at December 31, 2023 was calculated based on the closing price of the
Company's common stock as reported on the Nasdaq Capital Market on December 31, 2023 of approximately $ 1.72 per share (less the
exercise price of the options). The aggregate intrinsic value is calculated based on the positive difference between the closing fair
market value of the Company's common stock and the exercise price of the underlying options.

 Common
Stock Reserved for Future Issuance

 The
following table presents information concerning common stock available for future issuance as of December 31, (in thousands):

 Schedule of Common Stock Reserved for Future Issuance

 2023

 2022

 Stock
 options issued and outstanding

 Shares
 authorized for future option grants

 outstanding

 Total

 9.

 The
following is a summary of activity in the number of warrants outstanding to purchase the Company's common stock for the years ended
December 31, 2023 and 2022 (table in thousands):

of Warrants Activity

 Warrants Accounted for as:

Accounted for as:
Liabilities

 May 2018

 October 2013

 January 2014

 Total

 Outstanding, December 31, 2021

 Exercised

 -

 -

 -

 -

 Granted

 -

 -

 -

 -

 Expired

 ( 7
)

 -

 -

 ( 7
)

 Outstanding, December 31, 2022

 -

 Exercised

 -

 -

 -

 -

 Granted

 -

 -

 -

 -

 Expired

 -

 ( 2
)

 -

 ( 2
)

 Outstanding, December 31, 2023

 -

 -

 Expiration date

 Oct 27, 2022

 Oct 24, 2023

 Jan 16, 2024

 F- 16

outstanding as of December 31, 2023 and 2022 included warrants with the potential to be settled in cash, which are liability-classified
warrants. During the year ended December 31, 2022, the 6,732 warrants accounted as equity expired and the 13,268 warrants accounted for
as liabilities remained outstanding as of December 31, 2022.During the year ended December 31, 2023, the 2,000 warrants accounted as
liabilities expired and the 11,000 warrants accounted for as liabilities remained outstanding as of December 31, 2023.

 As
of December 31, 2023, outstanding warrants had no intrinsic value.

Classified as Liabilities

 Liability-classified
warrants consist of warrants issued by the Company in connection with its merger with Biozone in January 2014. Warrants accounted for
as liabilities have the potential to be settled in cash or are not indexed to the Company's own stock.

 The
estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase
in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the consolidated statement
of operations as changes in fair value of derivative liabilities. The fair value of the warrants classified as liabilities is estimated
using the Black-Scholes option-pricing model with the following inputs as of December 31, 2023:

 Schedule of Fair Value of Warrants Classified as Liabilities

 October 2013
Warrants (expired October 24, 2023)

 January 2014

 Strike price

 $
 -

 $
 180.00

 Expected dividend yield

 -

 0.00
 %

 Expected term (years)

 -

 0.0

 Cumulative volatility

 -

 132.17
 %

 Risk-free rate

 -

 4.37
 %

 Fair value (in thousands)

 $
 -

 $
 -

 The
fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs
as of December 31, 2022:

 October 2013

 January 2014

 Strike price

 $
 180.00

 $
 180.00

 Expected dividend yield

 0.00
 %

 0.00
 %

 Expected term (years)

 0.8

 1.0

 Cumulative volatility

 143.06
 %

 145.00
 %

 Risk-free rate

 4.42
 %

 4.40
 %

 Fair value (in thousands)

 $
 -

 $
 -

 The
Company estimates volatility using its own historical stock price volatility based upon the range of periods consistent with the expected
life of the warrants. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is
based on the zero-coupon rates in effect at the balance sheet date. The dividend yield used in the pricing model is zero, because the
Company has no present intention to pay cash dividends.

 F- 17

 10.
Licenses and Collaborations

 Merck
Sharp & Dohme Corp.

 On
January 2, 2019, the Company entered into an Exclusive License and Research Collaboration Agreement (the "Collaboration Agreement")
with Merck Sharp & Dohme Corp. ("Merck") to discover and develop certain proprietary influenza A/B antiviral agents.
Under the terms of the Collaboration Agreement, Merck agreed to fund research and development for the program, including clinical development,
and will be responsible for worldwide commercialization of any products derived from the collaboration. Cocrystal received an upfront
payment of $ 4 million and was eligible to receive payments related to designated development, regulatory and sales milestones with the
potential to earn up to $ 156,000,000, as well as royalties on product sales. Merck can terminate the Collaboration Agreement at any time
prior to the first commercial sale of the first product developed under the Collaboration Agreement, in its sole discretion, without
cause.

 On
December 15, 2023, the Company received written notice from Merck of Merck's election to terminate the Exclusive License and Collaboration
Agreement. The termination of the Agreement is effective on March 14, 2024. According to Merck's termination notice, Merck determined
there were no existing conditions to continue the collaboration. The termination resulted from the inability to develop the compounds
to meet a specific aspect of Merck's program. The pending patent applications on compounds covered by the Agreement and previously
filed by Merck on behalf of both companies remain in place.

 Kansas
State University Research Foundation

 On
February 18, 2020, the Company entered into a License Agreement (the "Agreement") with Kansas State University Research Foundation
(the "Foundation") effective February 12, 2020.

to the terms of the Agreement, the Foundation granted the Company an exclusive for human use a royalty bearing license to practice under
certain patent rights, including a patent and a patent application covering antiviral compounds against coronaviruses and norovirus,
and related know-how, to make and sell therapeutic, diagnostic and prophylactic products.

 The
Company agreed to pay the Foundation a one-time non-refundable license initiation fee in the amount of $ 80,000 and an annual license
maintenance fee in the amount of $ 20,000 per year and agreed to reimburse the Foundation for third party expenses associated with the
filing, prosecution, and maintenance of the patent rights in question. The Company also agreed to make certain future milestone payments
up to $ 3.1 million, dependent upon the progress of clinical trials, regulatory approvals, and initiation of commercial sales in the United
States and certain countries outside the United States.

 On
April 17, 2020, the Company entered into an Agreement with Foundation effective April 1, 2020. Pursuant to the terms of the Agreement,
the Foundation granted the Company an exclusive for human use a royalty bearing license to practice under certain patent rights, including
a patent and a patent application covering antiviral compounds against coronaviruses and norovirus, and related know-how, to make and
sell therapeutic, diagnostic and prophylactic products.

 The
Company agreed to pay the Foundation a one-time non-refundable license initiation fee in the amount of $ 110,000 and an annual license
maintenance fee in the amount of $ 20,000 per year for the first seven (7) years and $ 50,000 per year thereafter and agreed to reimburse
the Foundation for third party expenses associated with the filing, prosecution and maintenance of the patent rights in question. The
Company also agreed to make certain future milestone payments up to $ 4,150,000, dependent upon the progress of clinical trials, regulatory
approvals, and initiation of commercial sales in the United States and certain countries outside the United States. As of December 31,
2023, no milestone payments to the Foundation were due under the agreement.

 On
February 28, 2024, the Company provided notice to the Foundation of the Company's election to terminate both License Agreements.
The terminations, which were made due to the Company's determination that further development efforts under the License Agreements
would be futile, are effective on March 29, 2024. The Company continues to clinically progress its fully owned compound CDI-988 for coronaviruses
and norovirus.

 Phase
2a Clinical Trial

 In
August, 2022, the Company engaged hVIVO, a subsidiary of London-based Open Orphan plc (AIM: ORPH), a rapidly growing specialist contract
research organization (CRO), to conduct a Phase 2a clinical trial (the "Study") with the Company's novel, broad-spectrum,
orally administered antiviral influenza candidate. The Company paid a reservation fee of $ 1.7 million upon execution of the Start-Up
Agreement (the "Agreement") for the Study. The Company recognized the reservation fee as prepaid asset on its balance sheet
at December 31, 2022. In September 2023, the Clinical Trial Agreement ("CTA") was executed by the Company and hVIVO, which
supersedes the Agreement, including the terms attributable to the reservation fee. Under the terms of the CTA, total budget of the Study
was approximately $ 6.8 million, which consisted of the reservation fee of $ 1.7 million and additional milestone payments totaling approximately
$ 5.1 million. The reduction of the reservation fee and the milestone payments will become due during the length of the CTA as milestones
are realized.

the year ended December 31, 2023, upon achievement of certain milestones, the reservation fee was reduced by approximately $ 440,000,
which was recognized as expense during the year then ended. As a result, the balance of the reservation fee was approximately $ 1.28 million
which is included in prepaid expenses as of December 31, 2023. Pursuant to the CTA, additional milestones payments totaling approximately
$ 2.61 million became due during the year ended December 31, 2023, resulting in the recognition during the year of aggregate expenses
of $ 3.05 million incurred on the CTA. As of December 31, 2023, $ 1.9 million was due on the CTA which is included in accounts payable
and accrued expenses in the accompanying consolidated balance sheet.

 F- 18

 11.
 Income Taxes

 In
accordance with the authoritative guidance for income taxes under ASC 740, a deferred tax asset or liability is determined based on the
difference between the financial statement and the tax basis of assets and liabilities as measured by the enacted tax rates, which will
be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based
upon the available evidence, it is more likely than not that the deferred tax assets will be realized.

 The
Company recognizes the impact of a tax position in the consolidated financial statements only if that position is more likely than not
of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company's practice
is to recognize interest and/or penalties related to income tax matters as income tax expense.

 The
Company is subject to taxation and files income tax returns in the United States, Australia and various state jurisdictions. All tax
years from inception to date are subject to examination by the U.S. and state tax authorities due to the carry-forward of unutilized
net operating losses and research and development credits. Currently, no years are under examination.

 Significant
components of the Company's deferred income taxes at December 31, 2023 and 2022 are shown below (table in thousands):

of Deferred Tax Assets and Liabilities

 2023

 2022

 Deferred tax assets:

 Net operating loss carryforwards

 $
 22,005

 $
 21,368

 Compensation

 Research and development tax credits

 3,196

 2,710

 Capitalized and Research Expenditures

 5,288

 2,595

 Other

 Total deferred tax assets

 31,920

 27,633

 Deferred tax liabilities:

 Property and equipment

 ( 29
)

 ( 27
)

 Other

 ( 410
)

 ( 60
)

 Total deferred tax liabilities

 ( 439
)

 ( 87
)

 Total deferred taxes, net

 31,481

 27,546

 Valuation allowance

 ( 31,481
)

 ( 27,546
)

 Deferred tax liability, net

 $
 -

 $
 -

 The
Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized.
The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely
than not that deferred tax assets will be realizable, the valuation allowance will be reduced.

 On
March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"). The CARES
Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund
a nationwide effort to curtail the effect of COVID-19. While the CARES Act provides sweeping tax changes in response to the COVID-19
pandemic, some of the more significant provisions are the extension of the carryback period of certain losses to five years, and increasing
the ability to deduct interest expense from 30 percent to 50 percent of modified taxable income. The CARES Act also provides for a credit
against employee wages, the opportunity to defer payment of a portion of federal payroll taxes to December 2022 and December 2023 and
enhanced small business loans to assist business impacted by the pandemic. The Company's tax provision and financial position was
not materially impacted by the CARES Act.

 On
December 27, 2020, the United States enacted the Consolidated Appropriations Act which extended and modified many of the tax related
provisions of the CARES Act. The Company does not anticipate a material impact of the Consolidated Appropriations Act on its tax provision
or financial position.

 F- 19

 At
December 31, 2023, the Company has federal and state net operating losses ("NOL") carryforwards of approximately $ 103.0 million
and $ 6.8 million, respectively. The federal and Florida NOL generated after 2017 of $ 41.4 million and $ 6.8 million, respectively, will
carryforward indefinitely. Under the CARES Act, the Internal Revenue Code was amended to allow for federal NOL carrybacks for five years
to offset previous income, or can be carried forward indefinitely to offset 100% of the taxable income for the tax year 2020 and 80%
of the taxable income for the tax years 2021 and thereafter. The federal NOL carryforwards begin to expire in 2026.

 At
December 31, 2023, the Company had federal research credit carryforwards of approximately $ 3.2 million that expire in 2028.

 At
December 31, 2023, the Company did not have any federal and state capital loss carryforwards.

 The
above NOL carryforward and the research tax credit carryforward are subject to an annual limitation under the Section 382 and 383 of
the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes, which would
limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general,
an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public
groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC
Section 382/382 analysis. If a change in ownership were to have occurred, NOL and tax credits carryforwards could be eliminated or restricted.
If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation
allowance.

 A
reconciliation of the federal statutory income tax rate to the Company's effective income tax rate is as follows:

of Reconciliation of Federal Statutory Income Tax Rate

 2023

 2022

 Statutory federal income tax rate

 21.0
 %

 21.0
 %

 Goodwill impairment

 0.0
 %

 ( 10.3
)%

 Research credits

 2.8
 %

 0.7
 %

 Change in valuation allowance

 ( 21.9
)%

 ( 10.2
)%

 ( 0.4
)%

 ( 1.4
)%

 Other tax, credit and adjustments

 ( 1.5
)%

 0.2
 %

 Effective income tax rate

 0.0
 %

 0.0
 %

 12.
 Lease Commitments

 Operating
Leases

 The
Company leases office space in Miami, Florida and laboratory space in Bothell, Washington under operating leases that expire on August
31, 2024 and January 31, 2031, respectively. The lease for our Miami office is with a related party (see below).

 Operating
lease right-of-use ("ROU") assets and liabilities are recognized at commencement date based on the present value of lease
payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent
our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily
determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company's
incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease
ROU asset includes any lease payments made and excludes lease incentives.

 F- 20

 The
components of rent expense and supplemental cash flow information related to leases for the period are as follows (tables in thousands):

of Components of Rent Expense and Supplemental Cash Flow Information

 Year Ended
December 31,
2023

 Lease Cost

 Operating lease cost (included in operating expenses in the Company's consolidated statement of operations)

 $

 Other Information

 Cash paid for amounts included in the measurement of lease liabilities

 $

 Weighted average remaining lease term – operating leases (in years)

 0.8

 Average discount rate – operating leases

 6.2
 %

 The
supplemental balance sheet information related to leases for the period is as follows (tables in thousands):

of Supplemental Balance Sheet Information

 At December 31,
2023

 At December 31,
2022

 Operating leases

 Long-term right-of-use assets of which $ 42 and $ 99 relates to related party, net of accumulated amortization of $ 950 and $ 592

 $
 1,851

 $

 Short-term operating lease liabilities, of which $ 42 and $ 59 relates to related party

 Long-term operating lease liabilities, of which $ 0 and $ 42 relates to related party

 1,613

 Total operating lease liabilities

 $
 1,853

 $

of Maturities of Lease Liabilities

 Year ending December 31,

 (in thousands)

 2024

 2025

 2026

 2027

 2028

 2029 and thereafter

 Total minimum operating lease payments

 $
 2,217

 Less: present value discount

 ( 364
)

 Total operating lease liabilities

 $
 1,853

 The
minimum lease payments above do not include common area maintenance (CAM) charges, which are contractual obligations under the Company's
Bothell, Washington lease, but are not fixed and can fluctuate from year to year. CAM charges for the Bothell, Washington facility is
calculated and billed based on total common expenses for the building incurred by the lessor and apportioned to tenants based on square
footage. In 2023 and 2022, approximately $ 98,000 and $ 98,000 of CAM charges for the Bothell, Washington lease was included in operating
expenses in the consolidated statements of operations, respectively.

 On
September 1, 2018, the Company entered into a lease agreement with a limited liability company controlled by Dr. Phillip Frost, a director,
and a principal stockholder of the Company for the lease of its Miami office (see Note 13 – Transactions with Related Parties).
 On September 1, 2021, the Company extended this lease agreement into an additional three -year with
m onthly lease payments under this lease total $ 186,000 through September 2024. The minimum lease payments above include taxes
and fees, which are expected to be approximately $ 9,000 annually. As of December 31, 2023, the remaining right of use asset relating
to this lease was $ 42,000 and the remaining lease obligation was $ 42,000.

 On
September 21, 2018, the Company amended the lease agreement with a North Creek Tec LLC, to expand its laboratory facility in Bothell
– WA, with additional 6,000 sq ft for a period of 5 years that expires on January 31, 2029, with monthly lease payments under this
lease total $ 660,000. In addition, the Company amended the lease agreement to extend the original laboratory facility for an additional
 7 years with monthly lease payments under this lease total $ 1,498,000 Through January 2031. The minimum lease payment combined totals
approximately $ 380,000 annually.

 Rent
expense, excluding capital leases and CAM charges, for 2023 and 2022 totaled $ 233,000 and $ 233,000, respectively.

 F- 21

 Finance
Leases

 In
April 2020, the Company entered into a lease agreements to acquire equipment with 36 monthly payments of $ 2,420 payable through March
31, 2023. The lease agreement have an effective interest rate of 8.01 %.

 The
leased lab equipment is included under property and equipment and depreciable over five years. Total assets and accumulated depreciation
recognized, net, under finance leases was $ 162,000 and $ 162,000 as of December 31, 2023, respectively. Total assets and accumulated depreciation
recognized, net, under finance leases was $ 194,000 and $ 158,000 as of December 31, 2022.

 13.
 Commitments and Contingencies

 From
time to time, the Company is a party to, or otherwise involved in, legal proceedings arising in the normal course of business. As of
the date of this report, except as described below, the Company is not aware of any proceedings, threatened or pending, against it which,
if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position.

 Liberty
Insurance Underwriters Inc. ("Liberty") filed suit against us in federal court in Delaware seeking a declaratory judgment
that there was no insurance coverage for any settlement, judgment, or defense costs in the class and derivative litigation, that the
monies totaling approximately $ 1 million it paid to the Company in connection with the SEC investigation were not covered by insurance,
and for recoupment of the monies already paid. We had retained counsel to defend us which had filed an answer to the complaint denying
its material allegations, as well as a counterclaim against Liberty for breach of contract, declaratory judgment, bad faith and violation
of the Washington State Consumer Protection Act, alleging among other things that Liberty wrongfully denied the Company's claims
for coverage of the class and derivative litigations, and seeking money damages. Liberty Insurance Underwriters Inc. filed suit against
us in federal court in Delaware seeking a declaratory judgment that there was no insurance coverage for any settlement, judgment, or
defense costs in the class and derivative litigation, that the monies totaling approximately $ 1 million it paid to the Company in connection
with the SEC investigation were not covered by insurance, and for recoupment of the monies already paid. On June 7, 2022, the court filed
a Stipulation and Order for Entry of Judgment in the amount of $ 1,359,064 in favor of Liberty (the "Judgment") following
summary judgment granted by the court to Liberty on all but one of the matters at issue in the case. The Company filed an appeal in July
2022. On March 29, 2023, the Third Circuit ruled in favor of the Company on the appeal, thereby vacating the trial court's prior
grant of summary judgment in favor of Liberty. As a result of this ruling, the case has been remanded to the District Court for trial
on the merits of the Company's coverage claims for defense and settlement costs. The Court had ordered the return of the $ 1.6 million.
On August 8, 2023, the Company received $ 1.6 million as refunded by the registry of the court. On November 16, 2023, prior to commencement
of a new trial which had been scheduled for December 4, 2023, the parties entered into a settlement agreement pursuant to which Liberty
paid the Company an additional $ 1 million and each party released the other from its respective claims and rights arising from the matter.
There is no further litigation with Liberty following this settlement.

 14.
 Transactions with Related Parties

 In
September 2018, the Company leased administrative offices from a limited liability company owned by one of the Company's directors
and principal stockholder, Dr. Phillip Frost. The lease term is three years with an optional three-year extension. On an annualized basis,
rent expense, including taxes and fees, for this location would be approximately $ 62,000. The Company paid a lease deposit of $ 4,000
and total rent and other expenses paid in connection with this lease were $ 63,000 and $ 61,000 for the years ended December 31, 2023 and
2022 respectively.

 15.
 Subsequent Events

 On
February 28, 2024, the Company provided notice to KSURF of the Company's election to terminate the License Agreements. The terminations,
which were made due to the Company's determination that further development efforts under the License Agreements would be futile,
are effective on March 29, 2024.

 F- 22

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Not

 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.

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

 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.

 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

 Exhibit

 Incorporated
 by Reference

 Filed
 or Furnished

 No.

 Exhibit
 Description

 Form

 Date

 Number

 Herewith

 3.1

 Certificate of Incorporation, as amended

 8/16/21

 3.1

 3.1(a)

 Certificate of Amendment to the Certificate of Incorporation

 10/3/22

 3.1

 3.2

 Amended and Restated Bylaws

 2/19/21

 3.1

 4.1

 Description of Capital Stock

 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*

 1/8/14

 10.2

 10.2(a)

 Amendment to Sam Lee Employment Agreement*

 3/31/15

 10.6

 10.3

 James Martin Consulting Agreement*

 2/24/17

 10.1

 10.4

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

 6/1/17

 10.1

 10.5

 Form of Underwriter's Warrant

 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***

 4/1/19

 10.12

 10.12

 License Agreement, dated February 18, 2020, between the Company and Kansas State University Research Foundation****

 5/13/20

 10.7

 10.13

 License Agreement, dated April 19, 2020, between the Company and Kansas State University Research Foundation****

 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

 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**

 5/5/21

 1.1

 10.16

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

 8/16/21

 10.1

 10.17

 Securities Purchase Agreement dated April 1, 2023

 4/10/23

 10.1

 14.1

 Code of Ethics

 Filed

 19.1

 Insider Trading Policy

 Filed

 21.1

 Subsidiaries

 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

 Clawback policy

 Filed

 101.INS

 Filed

 101.SCH

 Filed

 101.CAL

 Filed

 101.DEF

 Filed

 101.LAB

 Filed

 101.PRE

 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

 SIGNATURES

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.

 March

 By:

 /s/
 James Martin

 James
 Martin

 Co-Interim
 Chief Executive Officer

 (Principal
 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.

 SIGNATURE

 TITLE

 DATE

 /s/
 Roger Kornberg

 Chairman

 March

 Roger
 Kornberg

 /s/
 Phillip Frost

 March

 Phillip
 Frost

 /s/
 Fred Hassan

 March

 Fred
 Hassan

 /s/
 Steven Rubin

 March

 Steven
 Rubin

 /s/
 Richard Pfenniger

 March

 Richard
 Pfenniger

 /s/
 Anthony Japour

 March

 Anthony
 Japour

 /s/
 James Martin

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

 March

 James
 Martin

 /s/
 Sam Lee

 President
 and Co-Chief Executive Officer (Principal Executive Officer)

 March

 Sam
 Lee