true FY 0001412486

 0001412486

 2023-01-01
 2023-12-31

 0001412486

 2023-06-30

 0001412486

 2024-04-10

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 ( Amendment
No. 1)

 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

 Cocrystal 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 sa 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 April 10, 2024, was approximately 10,173,790 shares.

 Audit
 Firm Id

 Auditor
 Name:

 Auditor
 Location

 Weinberg & Company, P.A

 Los Angeles, California

 TABLE
OF CONTENTS

 Page

 EXPLANATORY NOTE

 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 ACCOUNTANT FEES AND SERVICES

 PART
 IV

 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 SIGNATURES

 EXPLANATORY
NOTE

 This
Amendment No. 1 on Form 10-K/A (this "Amendment") amends our Annual Report on Form 10-K for the year ended December 31, 2023
(the "2023 Form 10-K"), as filed with the Securities and Exchange Commission (the "SEC") on March 28, 2024, solely
to include the information required by and not included in Part III of the 2023 Form 10-K because we do not intend to filed our definitive
proxy statement within 120 days of the end of our fiscal year ended December 31, 2023. In connection with the filing of this Amendment
and pursuant to the rules of the SEC, we are including new certifications of our principal executive officer and principal financial
officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 with this Amendment. Accordingly, Item 15 of Part IV has also been
amended to reflect the filing of these new certifications. Because no financial statements are
contained within this Amendment, we are not filing currently dated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

 Except
as described above, no other changes have been made to the 2023 Form 10-K. The 2023 Form 10-K continues to speak as of the date of the
2023 Form 10-K, and we have not updated the disclosure contained therein to reflect any events which occurred at a date subsequent to
the filing of the 2023 Form 10-K other than as expressly indicated in this Amendment.

 Unless
the contact requires otherwise, the terms "Cocrystal," the "Company," "we," "us," and
"our" refer to Cocrystal Pharma, Inc.

 PART
III

 Item
10. Directors, Executive Officers, and Corporate Governance.

 The
following is a list of our directors and executive officers.

 Name

 Age

 Position

 Sam
 Lee

 Co-Chief
 Executive Officer, President

 James
 Martin

 Co-Chief
 Executive Officer, Chief Financial Officer

 Roger
 Kornberg

 Chairman
 and Director

 Phillip
 Frost

 Fred
 Hassan

 Anthony
 Japour

 Richard
 C. Pfenniger, Jr.

 Steven
 Rubin

 Executive
Officer and Director Biographies

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

 Dr.
Lee has served as our President since January 2, 2014 and as our Co-Chief Executive Officer since May 2021. From January 2, 2014 to November
22, 2014, Dr. Lee was a director of Cocrystal. He is a co-founder of Cocrystal Discovery and has been President and a director of Cocrystal
Discovery since 2007. He has over 25 years of anti-infective drug discovery research experience. Prior to being a co-founder of Cocrystal,
he managed anti-infective, oncology, and inflammation drug discovery projects for eight years at ICOS Corporation. Dr. Lee was responsible
for incorporating protein crystallography and structural biology approaches into ICOS research. He received his Ph. D. in Biological Sciences
from the University of Notre Dame, and completed postdoctoral training in viral replication biochemistry with Dr. I. R. Lehman at Stanford
University. While at Stanford, Dr. Lee founded and was Chief Executive Officer of Viral Assays in Cupertino, CA.

 James
J. Martin, Co-Chief Executive Officer, Chief Financial Officer

 Mr.
Martin has served as our Chief Financial Officer since June 1, 2017 and as our Co-Chief Executive Officer since May 2021. Prior to that,
from February 23, 2017 through May 30, 2017, Mr. Martin served as our Interim Chief Financial Officer. Mr. Martin has also served as
Chief Financial Officer of Non-Invasive Monitoring Systems, Inc. (OTC:NIMU) since January 2011. From November 2020 through December 22,
2021, Mr. Martin served on the board of directors and as chair of the audit committee of Big Cypress Acquisition Corp (Nasdaq: BCYPU),
a biotechnology focused special purpose acquisition corporation. From February 2017 to November 2020, Mr. Martin served as Chief Financial
Officer of Motus GI Holdings, Inc. (Nasdaq: MOTS), a privately held medical device company. From September 2014 to November 2020, Mr.
Martin served as Chief Financial Officer of VBI Vaccines Inc. (formerly SciVac Therapeutics, Inc.) (Nasdaq: VBIV), a pharmaceutical development
and manufacturing company. Mr. Martin also served as a director of SAB Biotherapeutics, Inc. from November 2020 to October 22, 2021.

 Roger
Kornberg, Chairman of the Board of Directors

 Dr.
Kornberg has been a director of Cocrystal since April 15, 2020. Since 1988, Dr. Kornberg has been a professor of structural biology at
Stanford Medical School. Dr. Kornberg is a member of the U.S. National Academy of Sciences and the Winzer Professor of Medicine in the
Department of Structural Biology at Stanford University. In 2006, Dr. Kornberg was awarded the Nobel Prize in Chemistry in recognition
for his studies of the molecular basis of Eukaryotic Transcription, the process by which DNA is copied to RNA. Dr. Kornberg is also the
recipient of several awards, including the 2001 Welch Prize, the highest award granted in the field of chemistry in the United States,
and the 2002 Leopold Mayer Prize, the highest award granted in the field of biomedical sciences from the French Academy of Sciences.
Dr. Kornberg has served as a member of the Board of Directors of Xenetic Biosciences, Inc. (Nasdaq: XBIO) since February 2016.

 Dr.
Kornberg's prior experience serving on the boards of directors of large organizations as well as his tremendous scientific background
provides him with the appropriate set of skills to serve as a member of our Board.

 Phillip
Frost, M.D., Director

 Dr.
Frost has been a director of Cocrystal since January 2, 2014 and formerly a director of Cocrystal Discovery, Inc., our subsidiary, from
2008 to 2014. He has served as CEO and Chairman of OPKO Health, Inc. (Nasdaq: OPK) ("OPKO"), a multi-national pharmaceutical
and diagnostics company since March 2007. He has served as a member of the Board of Trustees of the University of Miami since 1983 and
was Chairman from 2001 to 2004. He is on the Advisory Board of the Shanghai Institute for Advanced Immunochemical Studies in China, a
member of The Florida Council of 100 and is a Trustee of each of the Miami Jewish Home for the Aged and the Mount Sinai Medical Center.
He serves as Chairman of Temple Emanu-El, Governor of Tel Aviv University and is a member of the Executive Committee of The Phillip and
Patricia Frost Museum of Science. Dr. Frost served as a director of Ladenburg Thalmann Financial Services Inc. from 2004 to 2006 and
as Chairman from July 2006 until September 2018. He previously served as an Expert Member of the Scientific Advisory Council of the Skolkovo
Foundation in Russia. Dr. Frost previously served as Vice Chairman of Cogint, Inc., now known as Fluent, Inc. (Nasdaq: FLNT), and as a
director for Castle Brands Inc. (NYSE American: ROX), Sevion Therapeutics, Inc. prior to its merger with Eloxx Pharmaceuticals, Inc. (Nasdaq: ELOX),
and TransEnterix, Inc., now known as Asensus Surgical, Inc. (NYSE American: ASXC).

 Dr.
Frost has successfully founded several pharmaceutical companies and overseen the development and commercialization of a multitude of
pharmaceutical products. This combined with his experience as a physician and chairman and/or chief executive officer of large pharmaceutical
companies has given him insight into virtually every facet of the pharmaceutical business and drug development and commercialization
process. He is a demonstrated leader with keen business understanding and is uniquely positioned to help guide our Company.

 Fred
Hassan, Director

 Mr.
Hassan has been a director of Cocrystal since April 2023. Mr. Hassan joined Warburg Pincus LLC, a global private equity investment institution,
in 2010 and currently serves as Director. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from
2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation,
a company formed as a result of the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc.
as Chief Executive Officer in 1997. Mr. Hassan previously held leadership positions with Wyeth serving as Executive Vice President, and
was a member of the board from 1995 to 1997. Earlier in his career, he spent a significant tenure with Sandoz Pharmaceuticals and headed
the company's U.S. pharmaceuticals business. Mr. Hassan has been a director of Precigen (PGEN) since June 2016, BridgeBio Pharma,
Inc. (Nasdaq: BBIO) since August 2021 and a director of Prometheus Biosciences, Inc. (Nasdaq: RXDX) from May 2021 to June 2023. Mr. Hassan
served as a director of Time Warner Inc. from October 2009 to June 2018 and a director of Amgen, Inc. (Nasdaq: AMGN) since July 2015.
In the course of his career, he has held numerous directorships, including those at Avon Products, Inc. from 1999 to 2013, Bausch &
Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. (NYSE: VRX) ("Valeant") in 2013, and
Valeant from 2013 to 2014. Mr. Hassan has chaired notable pharmaceutical industry organizations including The Pharmaceutical Research
and Manufacturers of America (PhRMA) and The International Federation of Pharmaceutical Manufacturers Associations (IFPMA. Mr. Hassan
received a B.S. degree in chemical engineering from the Imperial College of Science and Technology at the University of London and an
M.B.A. from Harvard Business School.

 Mr.
Hassan's qualifications to serve on our Board include his strong leadership and management experience with global pharmaceutical
companies, including significant knowledge of operations, strategy, government relations, regulatory, finance and investments, and mergers
and acquisitions, as well as his experience as a director on companies in our industry and larger companies.

 Anthony
Japour, M.D., Director

 Dr.
Japour has been a director of Cocrystal since April 4, 2019. Since June 2021, Dr. Japour has been the Chief Executive Officer and President
of iTolerance, Inc. From April 2021 to October 2022, Dr. Japour has served on the board of directors of Sanaby Health Acquisition Corp.
I. (Nasdaq: SANB). From February 2016 through May 2020, Dr. Japour was a medical director at ICON Plc, a global provider of outsourced
development services to the pharmaceutical, biotechnology and medical device industries. Additionally, since November 2006, Dr. Japour
has been the principal of Anthony Japour & Associates, Medical and Scientific Consulting, Inc., a consulting company. From January
6, 2020 until June 2020, Dr. Japour served as a director of OPKO.

 Dr.
Japour was designated by Dr. Raymond Schinazi, our principal stockholder, pursuant to the Stockholder Rights Agreement, dated November
24, 2014. Dr. Japour's qualifications to serve on our Board include his over 25 years of experience in the pharmaceutical and biotechnology
businesses. Additionally, Dr. Japour has extensive experience in the clinical trial process.

 Richard
C. Pfenniger, Jr., Director

 Mr.
Pfenniger has been a director of Cocrystal since May 27, 2021. Mr. Pfenniger is a private investor. During his career, Mr. Pfenniger
has served as an executive officer of several companies, including as Chief Executive Officer and President of Continuecare Corporation,
a provider of primary care physician and practice management services, form 2003 until 2011, where he also served as Chairman of the
Board of Directors of Continuecare Corporation from 2002 to 2011. Previously, Mr. Pfenniger served as the Chief Executive Officer and
Vice Chairman of Whitman Education Group, Inc. from 1997 through June 2003. Prior to joining Whitman, he served as the Chief Operating
Officer of IVAX from 1994 to 1997, and, from 1989 to 1994, he served as the Senior Vice President-Legal Affairs and General Counsel of
IVAX Corporation. Prior thereto he was engaged in the private practice of law. Mr. Pfenniger currently serves as a director of Asensus
Surgical, Inc. (NYSE American: ASXC), a medical device company, and OPKO, a multi-national pharmaceutical and diagnostics company. Since
April 2022, Mr. Pfenniger has served as a director of GeneDX Holdings Corp. (Nasdaq: WGS), a medical diagnostics company. Since October
2022, Mr. Pfenniger has served as a director of Fluent, Inc. (Nasdaq: FLNT), a data driven marketing performance company. Mr. Pfenniger
served as a director of GP Strategies Corp (NYSE:GPX) from 2005 to 2021, as a director of BioCardia, Inc. (Nasdaq: BCDA) from 2016 to
January 2020, and as a director of Wright Investors' Service Holdings, Inc. (OTC US:IWSH) from March 31, 2015 to February 12, 2019.

 Mr.
Pfenniger also serves as the Vice Chairman of the Board of Trustees and as a member of the Executive Committee of the Phillip and Patricia
Frost Museum of Science.

 Mr.
Pfenniger's prior experience serving on the boards of directors as well as his legal experience and knowledge of our business and
the pharmaceutical industry provides him with the appropriate set of skills to serve as a member of our Board.

 Steven
D. Rubin, Director

 Mr.
Rubin has been a director of Cocrystal since January 2, 2014 and a director of Cocrystal Discovery since 2008. Mr. Rubin has been the
Executive Vice President of OPKO, since May 2007 and a director of OPKO since February 2007. In addition to OPKO, Mr. Rubin currently
serves on the board of directors of Red Violet, Inc. (Nasdaq CM:RDVT), a software and services company, since March 2018, since May 2014,
Eloxx Pharmaceuticals, Inc. (Nasdaq: ELOX), a clinical stage biopharmaceutical company dedicated to treating patients suffering from rare
and ultra-rare disease caused by premature termination codon nonsense mutations, since May 2014, and ChromaDex Corp. (Nasdaq: CDXC), a
science-based, integrated nutraceutical company devoted to improving the way people age, since March 2017. Mr. Rubin previously served
as a director of VBI Vaccines, Inc. (Nasdaq: VBIV), a biopharmaceutical company developing next generation vaccines, from October 2012
to October 2018; BioCardia, Inc.(Nasdaq: BCDA), a clinical-stage regenerative medicine company developing novel therapeutics for cardiovascular
diseases, from September 2008 to October 2016; Cogint, Inc. (Nasdaq: COGT), now known as Fluent, Inc. (Nasdaq: FLNT), an information solutions
provider focused on the data-fusion market, prior to the spin-off of its data and analytics operations and assets into Red Violet, Inc.,
from January 2010 to 2018; Non-Invasive Monitoring Systems, Inc. (OTC US:NIMU), a medical device company, from October 2008 to March
13, 2023; Neovasc, Inc. (Nasdaq CM:NVCN), a company that develops and markets medical specialty vascular devices, from February 2008
to 2023; Kidville, Inc. (OTCQB:KVIL), which operates large, upscale facilities, catering to newborns through five-year-old children and
their families and offers a wide range of developmental classes for newborns to five-year-olds until 2019, and Castle Brands, Inc. (NYSE
American: ROX), a developer and marketer of premium brand spirits from January 2009 to 2019.

 Mr.
Rubin's qualifications to serve on our Board include extensive leadership, business, and legal experience, as well as tremendous
knowledge of our business and the pharmaceutical industry generally. He has advised pharmaceutical companies in several aspects of business,
regulatory, transactional, and legal affairs for almost 30 years. His experience as a practicing lawyer, general counsel, and board member
to multiple public companies, including several pharmaceutical and life sciences companies, has given him broad understanding and expertise,
particularly relating to strategic planning and acquisitions.

 Involvement
in Certain Legal Proceedings

 On
September 7, 2018, the SEC filed with the United States District Court for the Southern District of New York a complaint against Dr.
Philip Frost, a director and principal stockholder of the Company, a trust Dr. Frost controls and OPKO Health, Inc., a stockholder of
the Company, of which Dr. Frost is the Chief Executive Officer, as well as other defendants named therein. On January 10, 2019, the District
Court entered final judgments against these defendants on their consent without admitting or denying the allegations set forth in the
complaint. Dr. Frost was permanently enjoined from violating a certain anti-fraud provision of the Securities Act of 1933, future violations
of Section 13(d) of the Exchange Act and Rule 13d-1(a) thereunder and participating in penny stock offerings subject to certain exceptions.

 Family
Relationships

 There
are no family relationships among our directors and executive officers.

Independence

 Our
Board, exercising its reasonable business judgment, has determined that each of Cocrystal's directors qualifies as an independent
director pursuant to Rule 5605(a)(2) of The Nasdaq Stock Market LLC ("Nasdaq") listing rules (the "Nasdaq Rules")
and applicable SEC rules and regulations.

 Stockholder
Nomination Procedures

 Since
the Company's last proxy statement, there have been no material changes to the procedures by which stockholders may recommend nominees
to our Board of Directors.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file initial
reports of ownership and changes in ownership of our common stock and other equity securities with the SEC. These individuals are required
by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies
of the forms furnished to us, and written representations from reporting persons that no Forms 5 were required to report delinquent filings,
we believe that all filing requirements applicable to our officers, directors and 10% beneficial owners were complied with during 2023.

 Audit
Committee

 The
Company has a standing Audit Committee consisting of three directors: Phillip Frost, Anthony Japour, and Steven Rubin. The Audit Committee's
primary role is to review our accounting policies and financial reporting and disclosure processes and any issues which may arise in
the course of the audit of our financial statements. The Audit Committee selects our independent registered public accounting firm, approves
all audit and non-audit services, and reviews the independence of our independent registered public accounting firm, and reviews the
Company's annual and quarterly financial statements and related disclosure with our independent registered public accounting firm
and management. The Audit Committee also reviews the audit and non-audit fees of the auditors. Our Audit Committee is also responsible
for certain corporate governance and legal compliance matters including internal and disclosure controls and compliance with the Sarbanes-Oxley
Act of 2002.

 In
addition, pursuant to its charter, the Audit Committee annually (i) reviews the Company's financial reporting practices, critical
accounting policies, and estimates; (ii) reviews significant financial risks and exposures and assesses the steps management has taken
to monitor such risks and exposures; (iii) reviews issues regarding the Company's accounting principles, including any significant
changes in the Company's selection or application of accounting principles, and the Company's financial statement presentation;
(iv) reviews issues as to the adequacy of the Company's internal controls and compliance with applicable laws and regulations;
and (v) reviews management's attitude toward, and effectiveness in establishing, internal controls, and the efficiency of the process
used to establish, monitor, and evaluate internal control systems.

 Our
Board has determined that each member of the Audit Committee meets the enhanced independence requirements to audit committee members
under Rule 5605(c)(2) of Nasdaq Rules and under Rule 10A-3 under the Exchange Act. The Board has also determined that Steven Rubin is
qualified as an Audit Committee Financial Expert, as that term is defined by Item 407(d)(5)(ii) of Regulation S-K and in compliance with
the Sarbanes-Oxley Act of 2002.

 Compensation
Committee

 The
function of the Compensation Committee is to determine the compensation of our executive officers. The Compensation Committee has the
power to set performance targets for determining periodic bonuses payable to executive officers and may review and make recommendations
with respect to stockholder proposals related to compensation matters. Additionally, the Compensation Committee is responsible for administering
our equity compensation plans including the Cocrystal Pharma, Inc. 2015 Equity Incentive Plan.

 The
Compensation Committee may delegate any or all of its duties or responsibilities to a subcommittee, to the extent consistent with the
Company's Certificate of Incorporation, Bylaws, applicable laws and the Nasdaq Rules.

 The
Board has determined that each member of the Compensation Committee meets the independence requirements under Rule 5605(a) of Nasdaq
Rules and Rule 10C-1 under the Exchange Act. The Compensation Committee is comprised of two members.

 Corporate
Governance and Nominating Committee

 The
responsibilities of the Corporate Governance and Nominating Committee include the identification of individuals qualified to become Board
members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of
the Board, the establishment of procedures for the nomination process including procedures and the oversight of the evaluations of the
Board and management.

 Under
its charter, the Corporate Governance and Nominating Committee also monitors and enforces the Company's related party transaction
policy as set forth in the Bylaws, and conducts an annual review of any known relationships between or among all entities which file
reports with the SEC that are affiliated with any Company officer or director to determine if there are any coordinated groups that are
required to be reported as such in filings with the SEC.

 The
Board has determined that each member of the Corporate Governance and Nominating Committee meets the independence requirements under
Rule 5605(a)(2) of Nasdaq Rules. The Corporate Governance and Nominating Committee is comprised of three members.

 The
Corporate Governance and Nominating Committee evaluates the suitability of potential candidates recommended by stockholders in the same
manner as other candidates recommended to the Corporate Governance and Nominating Committee. If we receive any stockholder recommended
nominations, the Corporate Governance and Nominating Committee will carefully review the recommendation(s) and consider such recommendation(s)
in good faith. Stockholders who wish to recommend candidates for election to the Board must do so in writing. The recommendation should
be sent to the Secretary of Cocrystal Pharma, Inc., at 4400 Biscayne Boulevard, Miami, FL 33137, and must be in accordance with our Bylaws
with respect to nomination of persons for election to the Board.

 Code
of Ethics

 Our
Board has adopted a Code of Ethics that applies to all of our employees, including our Co-Chief Executive Officers, as well as our Board.
The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships,
full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading,
corporate opportunities and whistle-blowing or the prompt reporting of illegal or unethical behavior. A copy of our Code of Ethics is
available through the "Investors" section on our website, which can be found at www.cocrystalpharma.com, and is also
filed as Exhibit 14.1 of this Report. The information on, or that can be accessed through, our website is not incorporated herein. In
addition, we will provide a copy of the Code of Ethics to any person without charge, upon request. The request for a copy can be made
in writing by contacting our Corporate Secretary jmartin@cocrystalpharma.com.

 Insider
Trading Policy

 The
Company has implemented an Insider Trading Policy applicable to its officers and directors and employees with access to material nonpublic
information, as well as such persons' family members, which generally prohibits such persons from conducting transactions involving
the purchase or sale of the Company's securities during a blackout period. For this purpose, the term "blackout period"
is defined in the Policy as a quarterly period beginning on the 10th calendar day of the last month of each fiscal quarter, and ending
one day following the date of public disclosure of the financial results for such fiscal quarter. In addition, under the Policy the Company
may adjust the duration of a particular blackout period, or impose "event specific" blackout periods, including when there
are nonpublic developments that would be considered material for insider trading law purposes. The Policy also strictly prohibits and
trading on material nonpublic information, regardless of whether such a transaction occurs during a blackout period.

 While
the granting of options and other equity awards to officers, directors and other employees is not expressly addressed in the Insider
Trading Policy described above, the Company follows the same principles set forth in such Policy when granting equity awards, including
options, to its officers, directors and other employees with access to material nonpublic information. Generally the Board or Compensation
Committee does not approve grants of such awards during a blackout period, and does not take material nonpublic information into account
when determining the timing and terms of such an award. Further, the Company does not have a policy or practice of timing the disclosure
of material nonpublic information for the purpose of affecting the value of executive compensation.

 Anti-Hedging
Policy

 Under
the Company's Insider Trading Policy, all officers, directors and certain identified employees are prohibited from engaging in
hedging transactions.

 Clawback
Policy

 The
Company has implemented a clawback policy in accordance with the rules of the Nasdaq Stock Exchange,
to recoup "excess" incentive compensation, if any, earned by current and former executive officers during a three year look
back period in the event of a financial restatement due to material noncompliance with any financial reporting requirement under the
securities laws (with no fault required).

 Item
11. Executive Compensation.

 The
following information is related to the compensation paid to, earned by or accrued with respect to (i) each Co-Chief Executive Officer
(principal executive officer) during the fiscal year ended December 31, 2023, (ii) the two most highly compensated executive officers
other than the Co-Chief Executive Officers whose total compensation exceeded $100,000, and (iii) up to two additional individuals who
would qualify under (ii) above but for the fact that such individuals were not serving as executive officers of the Company as of December
31, 2023. We refer to these persons as the "Named Executive Officers."

 2023
Summary Compensation Table

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)(1)

 Option
 Awards
 ($)(2)

 Total
 ($)

 James Martin

 2023

 394,821

 165,000

 67,380

 627,201

 Co-Chief Executive Officer and Chief Financial Officer

 2022

 371,384

 150,000

 100,204

 621,588

 Sam Lee

 2023

 394,821

 165,000

 67,380

 627,201

 Co-Chief Executive Officer and President

 2022

 371,384

 150,000

 100,204

 621,588

 (1)

 Represents
 cash bonuses paid or accrued during the fiscal year covered.

 (2)

 Reflects
 the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the amounts
 are discussed in Note 9 of the Company's audited financial statements for the year ended December 31, 2023, included in the
 Company's 2023 Form 10-K.

 Named
Executive Officers' Employment Agreements

 James
Martin. The Company entered into a letter agreement with Mr. Martin effective June 1, 2017. Following a base salary increase in July
25, 2022, Mr. Martin receives an annual base salary of $385,000, which is subject to annual review. In addition to the base salary, Mr.
Martin is eligible to receive a discretionary bonus, to the extent approved by the Board.

 Sam
Lee. The Company has entered into an employment agreement with Sam Lee, the Company's President effective January 2, 2014.
Pursuant to the terms of his employment agreement, Dr. Lee's employment is on an at-will basis and may be terminated by either
party. Dr. Lee receives an annual base salary of $385,000, following a base salary increase in July 25, 2022. In addition to the base
salary, Mr. Lee is eligible to receive a discretionary bonus, to the extent approved by the Board.

 Termination
Provisions

 Pursuant
to Dr. Lee's Employment Agreement, as amended, in the event he terminates his employment for Good Reason, or the Company terminates
his employment without Cause, he will be entitled, subject to execution and effectiveness of a general release, to receive (i) six months
of his then annual base salary, (ii) continued COBRA coverage until the earlier of 12 months, the availability of replacement coverage
from another employer, and the date on which such continued coverage is no longer available to him for any reason, and (iii) a lump sum
payment of a prorated portion of his performance bonus for the year in which his employment was terminated. Further, if Dr. Lee terminates
his employment for Good Reason, or the Company terminates his employment without Cause, within 24 months of a Change of Control (as defined
in the 2015 Plan), he will receive 18 months of his annual base salary and COBRA coverage rather than the timeframes provided under (i)
and (ii) above, and a full year's target bonus rather than a prorated target bonus under (iii) above.

 Pursuant
to Dr. Lee's Employment Agreement, Good Reason is defined as: (i) any material reduction by the Company of his salary or target
bonus, (ii) any material diminution in his duties, title, responsibilities or authority; (iii) a requirement that he report to a corporate
officer or employee instead of reporting directly to the Board (other than following a Change of Control); (iv) any material breach of
his Employment Agreement; (v) a requirement that he relocate to a principal place of employment more than 40 miles from a specified address
in Santa Barbara, California; or (vi) the Company's removal or failure to appoint Dr. Lee as a member of the Board (other than
following a Change of Control).

 Cause
is defined as any of the following by Dr. Lee: (i) commission of an act of fraud, embezzlement or theft against the Company; (ii) conviction
of, or a plea of no contest to, a felony; (iii) willful non-performance of his material duties as an employee of the Company without
cure; (iv) material breach of his Employment Agreement or any other material agreement between Dr. Lee and the Company without cure;
or (v) gross negligence, willful misconduct or any other act of willful disregard for the Company's best interests without cure.

 Outstanding
Equity Awards at Fiscal Year-End

 Listed
below is information with respect to unexercised options for each named executive officer outstanding as of December 31, 2023:

 Outstanding
Equity Awards At Fiscal Year-End

 Name

 Securities
 Underlying
 Unexercised
 Options (#)
 Exercisable

 Securities
 Underlying
 Unexercised
 Options (#)
 Unexercisable

 Option Exercise
 Price
 ($)

 Option
 Expiration
 Date

 James Martin

 12,500

 -

 33.36

 9/20/2028

 12,500

 -

 15.96

 6/22/2030

 18,229

 2,605
 (1)

 13.32

 7/16/2031

 15,625

 9,376
 (2)

 5.04

 7/26/2032

 -

 30,000
 (3)

 2.67

 7/18/2033

 Sam Lee

 8,334

 -

 33.36

 9/20/2028

 8,334

 -

 15.96

 6/22/2030

 4,167

 -

 15.60

 11/24/2030

 18,229

 2,605
 (1)

 13.32

 7/16/2031

 15,625

 25,000
 (2)

 5.04

 7/26/2032

 -

 30,000
 (5)

 2.67

 7/18/2033

 (1)

 The
 remaining unvested stock options will vest in one equal quarterly increments on June 30, 2024, subject to continued employment on
 each applicable vesting date.

 (2)

 (3)

 Represents
 10-year incentive stock options vesting in eight equal quarterly increments with the first such quarterly increment vesting on September
 30, 2023, subject to continued employment on each applicable vesting date.

 Represents
 10-year incentive stock options vesting as follows: one-half vests on July 18, 2024 and the remainder will vest in eight equal quarterly
 increments with the first such quarterly increment vesting on September 30, 2024, subject to continued employment on each applicable
 vesting date.

 DIRECTOR
COMPENSATION

 Compensation
of Directors

 In
the year ended December 31, 2023, non-employee directors were compensated for as follows:

 Name*

 Fees Earned
 or Paid
 in Cash ($)1)

 Option
 Awards
 ($)(2)

 All
 Other
 Compensation
 ($)

 Total
 ($)

 Phillip Frost

 40,700

 43,422

 -

 84,122

 Fred Hassan

 33,000

 16,470

 49,470

 Anthony Japour

 49,500

 30,471

 -

 79,971

 Roger Kornberg

 55,000

 54,840

 75,000
 (3)

 184,840

 Steven Rubin

 74,800

 38,705

 -

 113,505

 Richard C. Pfenniger, Jr.

 33,000

 11,230

 -

 44,230

 (1)
Represents cash fees paid, accrued or earned for serving as directors and in Board committee roles.

 (2)
Amounts reported represent the aggregate grant date fair value of awards granted without regard to forfeitures granted to the independent
directors during 2023, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the directors.

 (3)
Represents $75,000 compensation paid to Dr. Kornberg for serving as chairman of the Company's Scientific Advisory Board.

 The
table below sets forth the unexercised stock options held by each of our non-employee directors outstanding as of December 31, 2023.

 Name

 Aggregate
 Unexercised
 Option Awards
 Outstanding at
 December 31,
 2023

 Phillip Frost

 52,391

 Fred Hassan

 7,333

 Anthony Japour

 36,737

 Roger Kornberg

 69,835

 Steven Rubin

 51,374

 Richard C. Pfenniger, Jr.

 18,167

 Compensation
Policies and Practices as Related to Risk Management

 The
Compensation Committee and management do not believe that the Company maintains compensation policies or practices that are reasonably
likely to have a material adverse effect on the Company. Our employees' base salaries are fixed in amount and thus we do not believe
that they encourage excessive risk-taking. Our Compensation Committee has in the past granted and may in the future grant in its sole
discretion equity awards to employees.

 The
principal risks other than liquidity relate to the results of our research and development activities. Our Co-Chief Executive Officer,
Dr. Sam Lee, is actively involved in monitoring our research and development activities.

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

 Security
Ownership of Certain Beneficial Owners and Management

 The
following table sets forth the number of shares of our common stock beneficially owned as of the record date by (i) those persons known
by us to be owners of more than 5% of our common stock, (ii) each director and director nominee, (iii) each of our Named Executive Officers
and (iv) all current executive officers and directors of Cocrystal as a group. Unless otherwise specified in the notes to this table,
the address for each person is: c/o Cocrystal Pharma, Inc., 19805 North Creek Parkway, Bothell, WA.

 Beneficial Owner

 Amount of
 Common Stock
 Beneficially
 Owned and
 Nature of
 Beneficial
 Owner (1)

 Percent of
 Class (1)

 Directors and Named Executive Officers:

 James Martin (2)

 44,540

 *

 Sam Lee (3)

 76,723

 *

 Phillip Frost (4)

 1,334,223

 13.10
 %

 Fred Hassan (5)

 1,015,229

 9.98
 %

 Anthony Japour (6)

 10,447

 *

 Roger Kornberg (7)

 61,514

 *

 Richard Pfenniger (8)

 7,239

 *

 Steven Rubin (9)

 19,970

 *

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

 2,569,883

 25.26
 %

 5% Holders:

 Raymond Schinazi (11)

 639,582

 6.27
 %

 *
Less than 1%.

 (1)

 Applicable
 percentages are based on 10,173,790 shares of common stock outstanding as of April 10, 2024, which is the record date for the Annual
 Meeting. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect
 to securities. Shares of common stock underlying options, warrants, and preferred stock currently exercisable or convertible within
 60 days are deemed outstanding for the purpose of computing the percentage of the person holding such securities but are not deemed
 outstanding for computing the percentage of any other person. The table includes shares of common stock, options, and warrants exercisable
 or convertible into common stock and vested or vesting within 60 days. Unless otherwise indicated in the footnotes to this table,
 we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares of common
 stock indicated as beneficially owned by them.

 (2)

 Mr.
 Martin is a Named Executive Officer. Includes 44,531 vested stock options. Address is 4400 Biscayne Boulevard, Miami, FL 33137.

 (3)

 Dr.
 Lee is a Named Executive Officer. Includes 40,368 vested stock options.

 (4)

 Dr.
 Frost is a director. Includes (i) 1,319,838 shares of common stock held by Frost Gamma Investments Trust and (ii) 14,385 vested stock
 options. Dr. Frost is the trustee of Frost Gamma Investments Trust. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost
 Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is
 Frost Gamma, Inc., and the sole stockholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole stockholder of
 Frost-Nevada Corporation. Does not include securities held by OPKO, a corporation of which Dr. Frost is the Chief Executive Officer
 and Chairman, concerning the securities of which Dr. Frost does not hold voting and investment control. Dr. Frost disclaims beneficial
 ownership of the securities held by Frost Gamma Investments Trust and OPKO except to the extent of any pecuniary interest therein.
 Address is 4400 Biscayne Boulevard, Miami, FL 33137. Information is based on a Schedule 13D/A filed by Dr. Frost and Frost Gamma
 Investments Trust on April 14, 2023.

 (5)

 Mr.
 Hassan is a director. Address is Address is 4400 Biscayne Boulevard, Miami, FL 33137.

 (6)

 Dr.
 Japour is a director. Includes 10,447 vested stock options. Address is 4400 Biscayne Boulevard, Miami, FL 33137.

 (7)

 Dr.
 Kornberg is a director. Includes (i) 39,769 shares of common stock held by a trust of which Dr. Kornberg is the trustee, and (ii)
 21,745 vested stock options.

 (8)

 Mr.
 Pfenniger is a director. Includes 3,905 vested stock options. Address is 4400 Biscayne Boulevard, Miami, FL 33137.

 (9)

 Mr.
 Rubin is a director. Includes 18,015 vested stock options. Address is 4400 Biscayne Boulevard, Miami, FL 33137.

 (10)

 Directors
 and Executive Officers as a group. This amount includes ownership by all directors and all current executive officers including Named
 Executive Officers and those who are not Named Executive Officers under the SEC's disclosure rules.

 (11)

 Dr.
 Schinazi is our former Chairman. Address is 1860 Montreal Road, Tucker, GA 30084. Includes 1,259 vested stock options.

 Equity
Compensation Plan Information

 The
following chart reflects the number of securities granted under equity compensation plans approved and not approved by stockholders and
the weighted average exercise price for such plans as of December 31, 2023.

 Name Of Plan

 securities
 to be issued
 upon
 exercise of
 outstanding
 options,
 warrants and
 rights
 (1)

 Weighted
 average
 exercise price
 of outstanding
 options,
 warrants and
 rights
 ($)

 securities
 remaining
 available for
 future issuance
 under equity
 compensation
 plans (excluding
 securities
 reflected in
 column
 (1)

 Equity compensation plans approved by security holders

 558,000

 10.57

 275,333

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 558,000

 275,333

 Item
13. Certain Relationships and Related Transactions and Director Independence.

 CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTION

 Other
than as disclosed below and the compensation arrangements described in this Amendment under "Executive Compensation," there
have been no transactions since January 1, 2022, involving the Company, in which the amount exceeded $120,000, and in which any of our
directors, executive officers, beneficial owners of 5% or more of our common stock or certain other related persons had a direct or indirect
material interest, and there are no such currently proposed transactions.

 On
April 4, 2023, the Company entered into a Securities Purchase Agreement with two accredited investors including Frost Gamma Investments
Trust, a trust in which Phillip Frost, M.D., a director of the Company, is the trustee whereby each purchaser purchased 1,015,229 shares
of common stock at a price of $1.97 per share, or two equal $2,000,000 investments. The second purchaser was Fred Hassan, who several
weeks later was appointed a director of the Company. The purchase price complied with the Nasdaq Listing Rule 5635.

 Related
Party Transaction Policy

 Our
Bylaws provide for policies and procedures for the review, approval, or ratification of transactions with related parties. These Bylaw
provisions include:

 (i)

 a
 requirement that all directors and executive officers submit to the Board an up-to-date list of companies in which they are a director,
 an officer, and/or of which they own a controlling interest, and promptly update the list when any changes occur;

 (ii)

 the
 implementation by the Chief Financial Officer of procedures to ensure that any material transaction that the Company is contemplating
 that would confer a monetary or other benefit to a party that is related to the Company or its officers will promptly be disclosed
 to the Board, with materiality and a party's status as related to the Company or its officers determined based on Item 404(a)
 of Regulation S-K under the Exchange Act; and

 (iii)

 a
 requirement that a majority of the Board approve or ratify any related-party transaction, and that timely disclosures in appropriate
 filings with the SEC are made of all material related party transactions.

 The
Bylaws provide that in making their determination, the directors shall consider the business purpose of any proposed related-party transaction,
whether the proposed transaction is on terms no less favorable than terms generally available to unaffiliated third parties under the
same or similar circumstances, and whether the proposed transaction presents an improper conflict of interest for any officer or director
of the Company, whether or not that officer or director is involved in the transaction. The Board may approve or ratify such transactions
if it determines, after review, that they are fair to the Company and not inconsistent with the best interests of the Company and its
stockholders. Any director who is interested in such a related-party transaction will be recused from any consideration of such related
party transaction.

 In
addition, the charter of the Corporate Governance and Nominating Committee provides that the Committee will coordinate with the Chief
Financial Officer to monitor and enforce the Company's related party transaction policy, and report its findings to the Board.

Independence

 See
"Directors, Executive Officers and Corporate Governance – Director Independence" for disclosure regarding director
independence.

 Item
14. Principal Accountant Fees and Services.

 Audit
Committee's Pre-Approval Policies and Procedures

 Our
Audit Committee reviews and approves audit and permissible non-audit services performed by our independent registered public accounting
firm (the "Principal Accountant"), as well as the fees charged for such services. In its review of non-audit service and
its appointment of our independent registered public accounting firm, the Audit Committee considers and considered whether the provision
of such services was compatible with maintaining independence. All of the services provided and fees charged by our Principal Accountant
in 2023 and 2022 were approved by the Audit Committee in accordance with its pre-approval policy.

 Principal
Accountant Fees and Services

 The
following table shows the fees billed by our Principal Accountant for the years ended December 31, 2023 and 2022.

 2023
 ($)

 2022
 ($)

 Audit Fees (1)

 130,000

 118,000

 Audit-Related Fees (2)

 -

 -

 Tax Fees (3)

 -

 -

 All Other Fees (4)

 -

 -

 Total

 130,000

 118,000

 (1)

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

 (2)

 Audit-Related
 fees relate to the assessment of our internal controls.

 (3)

 Tax
 Fees relate to professional services rendered by our Principal Accountant for tax compliance, tax advice and tax planning.

 (4)

 All
 Other Fees relate to the filing of registration statements.

 Item
15. Exhibits and Statement Schedules.

 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

 19.1

 Insider Trading Policy

 21.1

 Subsidiaries

 3/27/20

 21.1

 23.1

 Consent of Weinberg & Company

 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

 Certification of Principal Executive and Principal Financial Officer (906)+

 Furnished^

 Clawback policy

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
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.

 ^
Previously filed or furnished with our 2023 Form 10-K, originally filed with the SEC on March 28, 2024, which is being amended hereby.

 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
applicable.

 SIGNATURES

 Pursuant
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.

 COCRYSTAL
 PHARMA, INC.

 April
 17, 2024

 By:

 /s/
 James Martin

 James
 Martin

 Co-Chief
 Executive Officer

 (Principal
 Executive Officer)