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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, 2024

 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, 2024, was approximately $ 18.0
million.

 The
number of shares outstanding of the registrant's common stock, as of March 31, 2025, was approximately 10,173,790 shares.

 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.

 [Reserved]

 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 direct-acting antiviral drug candidates targeting required steps in the viral replication process. To discover and design
these direct-acting antiviral drug candidates, 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 high-resolution 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 specific
binding characteristics, we seek to develop drugs that are effective against both the virus and possible mutants of the virus and 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 computational techniques for drug design:

 (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 were identified, resulting in the
ineffectiveness of some vaccines and therapeutics. For example, the Omicron variant that arose as the dominant strain of COVID-19 in
late 2021 until COVID-19 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 became the predominant strain of the virus in circulation and was believed to be either
more transmissible or better at evading the immune system than other circulating variants. As of early 2025, the prevalent variants
of COVID-19 were XEC and LP.8.1, each of which emerged in 2024. These two variants are variants under monitoring (VUM) by the World
Health Organization as of February 2025 due to their increasing prevalence globally.

 The
Company's focus on viral drug targets inhibiting replication proteins can potentially overcome the obstacle of viral resistance.
We identify and target critical residues of viral drug targets 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 and multiple indications: 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
and proteases, our antiviral compounds are designed and tested to be effective against major virus strains. Replication enzymes and proteases
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 and pan-viral 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

 During
the twelve months ended December 31, 2024 the Company continued to focus 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 as an oral or inhaled treatment of pandemic and seasonal influenza A. This 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 in vitro
antiviral activity against influenza A strains, including avian pandemic strains and Tamiflu and Xofluza resistant strains,
and has favorable pharmacokinetic and drug resistance profiles.

 In
addition to the oral candidate of CC-42344, the inhaled CC-42344 is being developed for the potential prophylactic treatment of pandemic
and seasonal influenza infections. Dry powder inhalation development and toxicology studies have been evaluated.

 We
received authorization from the United Kingdom Medicines and Healthcare Products Regulatory Agency (MHRA) to conduct a Phase 2a human
challenge study with oral CC-42344 as a potential treatment for pandemic and seasonal influenza A. This randomized, double-blind, placebo-controlled
study is designed to evaluate the safety, tolerability, viral and clinical measurements of influenza A infection in subjects dosed with
oral CC-42344 treatment. In May 2024 we announced completion of enrollment of 78 subjects. In December 2024, the Company announced plans
to extend enrollment for the oral CDI-42344 Phase 2a study due to unexpectedly low influenza infection among study participants. Specifically,
management determined that an extension of the study is necessary due to low infectivity rate of the challenge influenza strain used
in this study, as the establishment of robust influenza infection in healthy, uninfected study subjects is critical to determine clinical
endpoints for evaluating antiviral molecule, and the low infectivity obtained in this study hindered antiviral data analysis. The Company
is currently in continuing discussions with the clinical research organization to address this study and determine a course forward with
respect thereto, including potentially by preparing a protocol amendment or a resubmission for approval by the United Kingdom Medicines
and Healthcare Products Regulatory Agency ("MHRA") in order to seek enrollment to study and to ensure necessary infection
rates among enrolled study subjects in the study. CC-42344 has demonstrated favorable safety and tolerability profile from the Phase
2a study to date, with no SAEs and no drug-related discontinuations by study participants.

 In
June 2024 we reported the potential efficacy of CC-42344 against the new Texas avian flu strain from in vitro studies with the
recently published genome sequence for H5N1. Using our proprietary structure-based platform technology, the Company reported a high-resolution
cocrystal structure of this avian PB2 protein complexed with CC-42344 and confirmed that CC-42344 binds to its highly conserved PB2 region.
The in vitro data using purified Texas avian H5N1 PB2 protein further showed in vitro affinity of CC-42344 similar to that of
previous data using pandemic avian and seasonal influenza A PB proteins.

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

 Norovirus
and Coronavirus Programs

 We
developed the novel protease inhibitor CDI-988 as an oral pan-viral treatment of noroviruses and coronaviruses, including SARS-CoV-2
and its variants. CDI-988 was specifically designed and developed using our proprietary structure-based drug discovery platform technology
as a broad-spectrum antiviral inhibitor to a highly conserved region in the active site of noroviruses, coronaviruses and other 3CL viral
proteases. We believe CDI-988 represents a first-in-class pan-viral antiviral for the treatment of viral gastroenteritis caused by noroviruses
and coronaviruses, including SARS-CoV-2 and its variants.

 Oral
CDI-988 is being clinically evaluated for safety, tolerability and pharmacokinetics including a food-effect cohort in healthy volunteers
in a single-center, randomized, double-blind, placebo-controlled Phase 1 study being conducted in Australia. We expect that the oral
 CDI-988 Phase 1 data will support future norovirus and coronavirus Phase 2 and Phase 3 studies.

 In
July 2024 we announced favorable safety and tolerability results from the single-ascending dose (SAD) cohorts of the Phase 1 study with
CDI-988. Study participants in the SAD cohorts received CDI-988 in doses ranging from 100 mg to 600 mg. All participants completed the
study with no discontinuations. There were no serious adverse events or severe treatment-emergent adverse events. No clinically significant
observations were noted in laboratory assessments, physical exams or electrocardiograms.

 In
September 2024 we initiated dosing of the first subjects in the multiple-ascending dose (MAD) portion of the Phase 1 study with CDI-988
and topline Phase 1 study safety and tolerability SAD results and testing of 800 mg for 10 consecutive days were reported in January
2025 indicating favorable safety and tolerability results. The topline data of the MAD cohorts, including based on an additional cohort
with a higher dose of 1200 mg and a shorter treatment duration of five consecutive days, is expected to be released in the first half
of 2025.

 Therapeutic
Targets

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

 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
resistant to the approved treatments oseltamivir phosphate (Tamiflu), zanamavir (Relenza) and baloxavir marboxil (Xofluza)
have appeared and in some cases are predominant. 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 isolates 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.

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

 COVID-19
is a global health concern responsible for more than 777 million reported cases globally, including more than 7 million deaths, as of
March 2025, according to data reported by the WHO.

 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 five 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 the Delta, Omicron and other variants, some variations allow the virus to spread more easily
and make it resistant to the treatments and vaccines.

 On
October 22, 2020, the U.S. Food and Drug Administration ("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 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 use authorization (EUA) for several antibody and
antiviral therapeutics, including and Lagevrio (molnupiravir).

 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).

 Norovirus:
A worldwide public health problem responsible for close to 90% of the global epidemic, non-bacterial outbreaks of gastroenteritis with
no effective treatment or vaccine.

 Norovirus
is a very common and highly contagious virus that causes symptoms of acute gastroenteritis among people of all ages including nausea,
vomiting, stomach pain and diarrhea as well as fatigue, fever and dehydration. Norovirus infection can be significantly more severe and
prolonged in specific risk groups including infants, children, the elderly and people with immunodeficiency. In immunosuppressed patients,
chronic norovirus infection can lead to a debilitating illness with extended periods of nausea, vomiting and diarrhea. Norovirus outbreaks
occur most commonly in semi-closed communities and have become notorious for their occurrence in hospitals, nursing homes, childcare
facilities, cruise ships, schools, disaster relief sites and military settings. In the U.S. alone, noroviruses are responsible for an
estimated 21 million cases annually, including 109,000 hospitalizations, 465,000 emergency department visits and an estimated 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.

 There
is currently no effective treatment or effective vaccine for norovirus, and the ability to curtail outbreaks is limited. We are developing
a novel norovirus antiviral candidate for the prophylactic and therapeutic treatment of norovirus infection that is currently in a Phase
1 clinical study. A few companies have been developing vaccines and are in stages of clinical testing, including 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 and prophylactic approaches may warrant an accelerated path to market. We are developing inhibitors
of the RNA-dependent RNA polymerase and protease of norovirus. 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 our proprietary drug discovery platform technology and
approaches that have proven successful in our other antiviral programs.

 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) 12 weeks of treatment, Epclusa (sofosbuvir/velpatasvir) 12 weeks of treatment,
Zepatier (elbasvir/grazoprevir) 12 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 2024 World Health Organization Global Hepatitis Report estimates that 50 million people worldwide have chronic HCV infections
with about 1 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 a non-nucleoside inhibitor ("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. Combining CC-31244 with different classes of approved direct-acting antivirals ("DAAs") has the potential to change
the paradigm of treatment for HCV by shortening the 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. We completed a randomized,
double-blinded Phase 1a/b study in healthy volunteers and HCV-infected subjects in Canada in September 2016, with favorable safety results.
We completed a Phase 2a study in HCV genotype 1 subjects in the U.S. in 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. In 2017, we completed the Phase 2a final study report as
filed with the FDA.

 We
have been seeking a partner for further clinical development of CC-31244 since completing a Phase 2a study.

 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

 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 took effect 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 two License Agreement with KSURF (the "Foundation") on February 18, 2020 to further develop certain proprietary
broad-spectrum antiviral compounds for the treatment of norovirus and coronavirus infections.

 On
February 28, 2024, the Company provided notice to the Foundation of the Company's election to terminate the 2020 License Agreements.
The terminations, which were made due to the Company's determination that further development efforts under the License Agreements
would be futile, took effect on March 29, 2024.

 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
effective clinical testing and advance through 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 CDI-988, our lead norovirus and coronavirus 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 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 clinical manufacturing organizations
("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 December 31, 2024, we employed 11 full-time employees. Of these full-time employees, eight are engaged in clinical advancement and
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 Annual Report on Form 10-K (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:

 our
 financial statements are qualified on a going concern basis;

 we
 have had a history of losses and may not generate sustained positive cash flow sufficient to fund our operations and research and
 development programs;

 our
 need for, and ability to obtain, additional financing when needed on favorable terms, or at all;

 or complications in conducting clinical trials, such as our Phase 2a study for oral CC-42344 for our Influenza program which in late
 2024 we determined must be extended due to an insufficient infection rate;

 other
 challenges we face in furthering our research and development efforts, including advancing our product candidates in clinical studies
 and effectively procuring and working with third party collaborators and regulators in the furtherance thereof;

 risks
 related to our development efforts, including the risk that clinical studies may not yield favorable results, or that earlier clinical
 results of effectiveness and safety may not be adequate, reproducible or indicative of future results;

 the
 risks inherent in developing, obtaining regulatory approvals for and commercializing new, commercially viable and competitive products
 and treatments;

 our
 research and development activities may not result in commercially viable products;

 our
 ability to manage our growth and our expanded operations;

 the
 performance of our third-party distribution partners, licensees and manufacturers over which we have limited control, including the
 ability of our CROs to recruit volunteers for clinical studies;

 changes
 in regulation and policies in the U.S. and other countries, including a reduction on government spending on healthcare in the wake
 of the recent election in the U.S. and potential delays within government agencies such as the FDA which may result from efforts
 to reduce the size of the federal government and spending by the Trump Administration;

 increased
 competition, including the possibility that competitors may develop effective and/or less costly treatments or vaccines, including
 as part of the programs financed by the U.S. government;

 our
 success is dependent on the involvement and continued efforts of our Chairman and Co-Chief Executive Officers;

 the
 information technology systems that we rely on may be subject to unauthorized tampering, cyberattack or other data security or privacy
 incidents that could impact our billing processes or disrupt our operations;

 failure
 to maintain the security of patient-related information;

 our
 ability to obtain and maintain intellectual property protection for our products;

 our
 ability to defend our intellectual property rights with respect to our products;

 our
 ability to operate our business without infringing the intellectual property rights of others;

 our
 ability to attract and retain key scientific and management personnel;

 failure
 to obtain and maintain regulatory approval for our products and services;

 legal,
 economic, political, regulatory, currency exchange, and other risks associated with international operations;

 the
 possibility of a recession or other adverse consequences in the U.S. or other countries which could result from external factors
 such as Federal Reserve interest rates, the imposition of tariffs and the possibility of trade wars, increases in unemployment rates,
 geopolitical conflict and other ongoing or future events which could adversely impact our ability to access capital on favorable
 terms or at all and further our research and development efforts; and

 disruptions
 to operations, including impact on employees, vendors, facilities or technology, or on the industry or economy, from uncontrollable
 events such as geopolitical conflicts.

 RISK
FACTORS

 RISK
RELATED TO OUR FINANCIAL CONDITION

there is substantial doubt as to the Company's ability to continue as a going concern, we may not be successful and our ability
to continue our operations is in doubt unless we can access sufficient working capital within the timeframe needed.

 The
Company has limited capital and substantial accumulated deficit as of the date of this Report. We do not have sufficient working capital
and cash flows for continued operations for at least the next 12 months, which raises a risk of our potential inability to continue as
a going concern. Our continued existence is dependent upon our obtaining the necessary capital to meet our expenditures, and we can provide
no assurance that we will be able to raise adequate capital to meet our future working capital needs.

 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 still in the process of researching and developing product candidates, and to-date have not completed development of, obtained regulatory
approval for or commercialized any products. 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 $333,418,000 from inception through December 31, 2024 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 $333,418,000 from inception through December 31, 2024, expect losses
to continue, and have never generated revenue from product sales. We will need to raise additional capital in the near future to fund
our operations and research and development programs for the next 12 months. 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 and is subject to various challenges, 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, which activities may not result in the results desired or further our business.

 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,
infection rates or other study criteria. For example, in December 2024, the Company announced plans to extend enrollment for the oral
CDI-42344 Phase 2a study due to unexpectedly low influenza infection among study participants. Specifically, management determined that
the low infectivity obtained in this study hindered antiviral data analysis. The Company is currently in continuing discussions with
the CRO to address this study and determine a course forward with respect thereto, including potentially by preparing a protocol amendment
for approval by the United Kingdom MHRA in order to seek to extend enrollment in this study and to ensure necessary infection rates among
enrolled study subjects in the study. While we cannot predict the ultimate outcome of these developments, we expect that we will need
to incur additional expenses to proceed with trial and obtain data that can be used to continue our development of our CDI-42344 Influenza
candidate, which development will also be delayed as a result. Further, our investments in the initial Phase 2s trial process could prove
to be all or partially lost as a result. These and other challenges or events that may arise in the future with respect to our research
and development efforts could materially adversely effect our operations and financial position, cause reputational harm or damage our
relationships with key or prospective collaborators or have other adverse consequences on us and our business.

 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. As we seek to advance
our products through clinical trials, we will 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
programs are in the early clinical stage and we face significant competition from major companies who have developed vaccines or treatments.
If we fail to gain market share because our competitors develop and successfully commercialize effective 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.

 We
have committed substantial financial and other resources to our influenza A, norovirus and coronaviruses programs. 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 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 programs, or
if we fail to gain or maintain a market share as a result of our competitors developing and successfully commercializing vaccines and
effective therapies more quickly than we do, our business and future prospects could be materially and adversely affected.

 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.

 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 further our development programs and 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 operation.

 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, including due to issues with the administration of trials and
 the results thereof that have arisen or may arise;

 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

 become
 subject to action by the FDA or a foreign regulator to 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 our influenza A product candidate
to a Phase 2a trial and our norovirus / coronaviruses product candidate to 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 9 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 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. 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. As the Trump Administration continues to pursue various means of de-regulation and reduced government spending,
funding for these types of programs may become less available to market participants and consumers, which would reduce a prospective
market for the products we are seeking to develop.

 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 recent change in presidential administration in the U.S., we and our industry face uncertainty including the potential for reduced
government funding of research programs and staff and resource reductions at the FDA and other government agencies, which may adversely
affect our business.

 Since
taking office in January 2025, President Trump and his cabinet have expressed an intention of and undertaken efforts to reduce the size
and spending of the federal government. As part of this initiative, President Trump established the Department of Government Efficiency
("DOGE"), which is tasked with reducing government spending and increasing efficiency of the federal government and its component
agencies. Since its establishment, DOGE has taken action aimed at reducing the workforce of the federal government and eliminating other
expenditures, such as facility leases, used by the federal government and its component agencies. While these and other actions taken
by the Trump Administration could be viewed as a part of a larger goal of de-regulation, a consequence of these developments and other
actions taken by DOGE or the Trump Administration generally could be reduced resources, employees and contractors at the FDA and other
federal agencies on which our operations depend or through which regulatory approvals are or will be required for us and our product
candidates and programs. For example, less staff and resources at the FDA could result in the approval process for clinical trials or
product candidates having a longer duration or being more costly to expedite. Additionally, government funding for research and development
programs such as those we are pursuing could be significantly reduced, which could have the effect of limiting or eliminating our ability
to access the capital needed to fund our programs. Any of these or other outcomes of President Trump's term and government action
generally, which remain uncertain, could materially adversely affect us.

 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. Dr. Lee also actively manages our research and development and clinical trial programs. 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 14, 2025, we have 11 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, we rely on Australian CROs for our coronaviruses and
norovirus programs, and our Influenza A program will continue to depend on one or more CROs in the United Kingdom for its Phase 2a study
for the furtherance of our research and development efforts as to that product. 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.

 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. 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 diseases we target;

 Announcements
 relating to the spread of new variants of 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 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 or developments with respect to our clinical trials;

 Our
 announcement concerning the initiation of or delay in our planned clinical trials; 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, a possible recession, 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; and

 any
 significant change in our management.

 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 central bank actions to combat inflation, the imposition and threat of tariffs and geopolitical conflicts, 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.

 Following
President Trump's inauguration in January 2025, certain trends and events have begun to unfold which appear to be affecting the
global and United States capital markets and economies, including the continued high central bank interest rates, the imposition and
threat of tariffs, trade wars among nations and ongoing geopolitical conflicts, and uncertain capital markets with significant declines
in leading market indexes in March 2025. The duration of these events and their impact are at best uncertain, and their continuation
may result in negative consequences on the U.S. or global economies. President Trump recently began imposing tariffs on certain foreign
countries with which the U.S. engages in trades with frequently, including Canada, Mexico and China, and in response certain countries
and jurisdictions have responded by imposing or threatening to impose tariffs on U.S. goods. These developments follow 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, many economists view additional increases in inflation as a likely consequence of tariffs
and a trade war, and in addition central banks including the U.S. Federal Reserve have been reluctant to reduce interest rates until
further evidence appears that inflation is under control. Rising prices from tariffs could cause an increase in inflation. In the meantime,
uncertainty in the markets and concerning the state and prospects for the U.S. and global economies and capital markets in the near term
remains and has amplified due to the factors described above. If inflation does not fall low enough and/or the Federal Reserve declines
to reduce interest rates in the near term, or tariffs imposed or threatened by President Trump are counteracted by retaliatory tariffs
imposed by other countries or otherwise adversely impact the economy, 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 substantial volatility in the first quarter of 2025,
as many investors consider economic outlooks to be uncertain and consider the risk of a recession and a decline in the marketplace to
be increasingly probable or imminent. Ultimately the economy may turn into a recession with uncertain and potentially severe impacts
upon the public capital markets and us. Among the potential consequences could be a substantial decline in stock prices including ours,
a reduction in demand for securities of public companies (which may be more prevalent for smaller companies such as us) and more difficulty
for us to raise capital we need and accessing capital on favorable terms or at all as a result. These and related consequences could
also impact our vendors which could have negative impacts on us and our research programs. 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.

 We
expect that our current cash position will not 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 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, 2025, 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, 2024, we had approximately 550,000 options and 256,000 RSUs outstanding that, if fully exercised, would result in
the issuance of 806,000 shares of common stock and approximately 27,000 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.

 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 renewed the existing lease office space in Miami, Florida under a lease that expires in September 2027.

 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, the Company is not aware of any pending legal proceedings to which the Company or any of its subsidiaries is
a party which, if determined adversely, would have a material effect on its business, results of operations, cash flows or financial
position.

 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 31, 2025, there were approximately
202 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. [Reserved]

 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.

 During
our year ended December 31, 2024, 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
 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.

 In
 December 2024, the Company announced plans to extend enrollment for the oral CDI-42344 Phase 2a study due to unexpectedly low influenza
 infection among study participants. Specifically, management determined that an extension of the study is necessary due to low infectivity
 rate of the challenge influenza strain used in this study. The Company is currently in continuing discussions with the clinical research
 organization to address this study and determine a course forward with respect thereto, including potentially by preparing a protocol
 amendment for approval by the United Kingdom MHRA in order to seek to extend enrollment or a resubmission to study and to ensure
 necessary infection rates among enrolled study subjects in study.

 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 coronaviruses (including 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 2024 we initiated dosing of the first subjects in the MAD portion of the Phase 1 study with CDI-988 and topline Phase 1
 study safety and tolerability SAD results and testing of 800 mg for 10 consecutive days were reported in January 2025 indicating
 favorable safety and tolerability results. The topline data of the MAD cohorts, including based on an additional cohort with a higher
 dose of 1200 mg and a shorter treatment duration of five consecutive days, is expected to be released in the first half of 2025.

 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 employees dedicated to clinical advancement and 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 $12,537,000 for the year ended December 31, 2024, compared with $15,169,000 for the year ended
December 31, 2023. The decrease of $2,632,000 was primarily due to timing of clinical study costs.

 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 $5,341,000 for the year ended December 31, 2024, compared with $ 5,990,000
 for the year ended December 31, 2023. This decrease of $649,000 was primarily due to reduction
of insurance cost and other general and administrative expenses.

 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
"Note 11. Commitments and Contingencies" in the footnotes to the financial statements contained in this Report for more information

 Total
other Income/Expense

 Total
other income was $374,000 for the year ended December 31, 2024, compared to total other expense of $575,000 for the year ended December
31, 2023. This decrease of $201,000 was primarily due to a decrease in interest income discussed below.

 Interest
income was $537,000 for the year ended December 31, 2024, compared to interest income of $640,000 for the year ended December 31, 2023.
The interest income was primarily earned on cash held in interest bearing bank accounts.

 We
also had foreign exchange loss of $163,000 and $65,000 for the years ended December 31, 2024 and 2023, respectively, related to currency
exchange rate measurements with regards to our Australian operations.

 Net
Loss

 As
a result of the above factors, net loss for the years ended December 31, 2024 and 2023 was $ 17,504,000 and $17,984,000 (net of $2.6
million legal settlement received), respectively.

 Liquidity
and Capital Resources

 For
the year ended December 31, 2024, net cash used in operating activities was $16,485,000, compared to net cash used in operating activities
of $14,666,000 for the year ended December 31, 2023. This increase was primarily related to period expenses of our Influenza A Phase
2a clinical trial and preparation for our anticipated Influenza A Phase 1 inhaler administer medicine clinical trial and completion of
our COVID-19 Phase 1 clinical trial.

 For
the year ended December 31, 2024, net cash used in investing activities netted to $8,000, which consisted of capital expenditures for
lab equipment, software, and networking for our Lab located in Bothell, Washington. For the year ended December 31, 2023, our net cash
used in investing activities consisted of $118,000.

 For
the year ended December 31, 2024, net cash provided by financing activities was $0, compared to net cash used by financing activities
of $3,993,000 for the year ended December 31, 2023. 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 is not be sufficient to support the Company's working capital needs for the 12 months following
the filing of this Report, taking into account our intended research and development efforts in 2025. As a result, we need to complete
a financing to provide the needed working capital.

 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.

 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 2025, 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, 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, imposed and threatened tariffs and geopolitical conflicts including 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 progress and results of the studies for CC-42344 and CDI-988 including the delay of the Phase 2a study for CC-42344 which
may require us to incur substantial additional costs, 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 including based on initiatives and actions taken by the Trump Administration which could, among other things,
result in delays in regulatory approvals or limit access to federal funding for our programs, 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 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, 2024, 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

 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 Financial Statements

 We
have audited the accompanying consolidated balance sheets of Cocrystal Pharma, Inc. (the "Company") and subsidiaries as of
December 31, 2024 and 2023, 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,
2024 and 2023, 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.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and used cash in operations, which
raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also
described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 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 (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 audits, 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.

 /s/
 Weinberg & Company, P.A

 Los
Angeles, California

 March
31, 2025

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 (Dollars
and shares in thousands, except per share data)

 December 31, 2024

 Assets

 Current assets:

 Cash

 $
 9,860

 $
 26,353

 Restricted cash

 Tax credit receivable

 1,215

 Prepaid expenses and other current assets

 1,773

 Total current assets

 11,580

 29,091

 Property and equipment, net

 Deposits

 Operating lease right-of-use assets, net (including $ 152 and $ 42 to related party)

 1,694

 1,851

 Total assets

 $
 13,456

 $
 31,259

 Liabilities and stockholders' equity

 Current liabilities:

 Accounts payable and accrued expenses

 $
 2,127

 $
 3,022

 Current maturities of operating lease liabilities (including $ 49 and $ 42 to related party)

 Total current liabilities

 2,428

 3,262

 Long-term liabilities:

 Operating lease liabilities (including $ 104 and $ 0 to related party)

 1,505

 1,613

 Total long-term liabilities

 1,505

 1,613

 Total liabilities

 3,933

 4,875

 Commitments and contingencies

 -

 -

 Stockholders' equity:

 Common stock $ 0.001 par value; 100,000 and 150,000 shares authorized as of December 31, 2024 and 2023, respectively; 10,174 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 Additional paid-in capital

 342,931

 342,288

 Accumulated deficit

 ( 333,418
)

 ( 315,914
)

 Total stockholders' equity

 9,523

 26,384

 Total liabilities and stockholders' equity

 $
 13,456

 $
 31,259

 See
accompanying notes to consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 (Dollars
and shares in thousands, except per share data)

 December 31,

 2024

 2023

 Operating expenses:

 Research and development

 $
 12,537

 $
 15,169

 General and administrative

 5,341

 5,990

 Legal settlement

 -

 ( 2,600
)

 Total operating expenses

 17,878

 18,559

 Loss from operations

 ( 17,878
)

 ( 18,559
)

 Other income (expense):

 Interest income, net

 Foreign exchange loss

 ( 163
)

 ( 65
)

 Total other income, net

 $
)

 $
)

 Net loss per common share, basic and diluted

 $
 ( 1.72
)

 $
 ( 1.87
)

 Weighted average number of common shares outstanding, basic and diluted

 9,651

 See
accompanying notes to consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY

 (in
thousands)

 Common Stock

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance as of December 31, 2022

 8,143

 $

 $
 337,489

 $
 ( 297,930
)

 $
 39,597

 Stock-based compensation

 -

 -

 -

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

 2,031

 3,998

 -

 4,000

 -

 -

 -

)

)

 Balance as of December 31, 2023

 $

 $
 342,288

 $
 ( 315,914
)

 $
 26,384

 Balance

 $

 $
 342,288

 $
 ( 315,914
)

 $
 26,384

 Stock-based compensation

 -

 -

 -

 -

 -

 -

)

)

 Balance as of December 31, 2024

 $

 $
 342,931

 $
 ( 333,418
)

 $
 9,523

 Balance

 $

 $
 342,931

 $
 ( 333,418
)

 $
 9,523

 See
accompanying notes to consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 (in
thousands)

 December 31,

 2024

 2023

 Cash flows from operating activities:

 $
)

 $
)

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

 Depreciation and amortization expense

 Right of use assets

 ( 1,577
)

 Stock-based compensation

 Change in operating lease liabilities

 ( 210
)

 1,563

 Changes in operating assets and liabilities:

 Tax credit receivable

 ( 325
)

 ( 174
)

 Prepaid expenses and other current assets

 1,343

 Deposits

 -

 Accounts payable and accrued expenses

 ( 895
)

 2,046

 Net cash used in operating activities

 ( 16,485
)

 ( 14,666
)

 Investing activities:

 Purchases of property and equipment

 ( 8
)

 ( 118
)

 Net cash used in investing activities

 ( 8
)

 ( 118
)

 Financing activities:

 Payments of finance lease obligations

 -

 ( 7
)

 Proceeds from sale of common stock, net of transaction costs

 -

 4,000

 Net cash provided by (used in) financing activities

 -

 3,993

 Net decrease in cash and restricted cash

 ( 16,493
)

 ( 10,791
)

 Cash and restricted cash at beginning of period

 26,428

 37,219

 Cash and restricted cash at end of period

 $
 9,935

 $
 26,428

 Supplemental disclosure:

 Non-cash investing and financing activities

 Initial recognition of right-of-use assets and lease liabilities

 $

 $
 -

 See
accompanying notes to consolidated financial statements.

 F- 6

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 For
the years ended December 31, 2024 and 2023

 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.

 Going
Concern

 The
Company's consolidated financial statements have been prepared and presented on a basis assuming it will continue as a going concern.
As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2024, the Company recorded a net
loss of approximately $ 17.5 million and used cash in operating activities of $ 16.5 million, and at December 31, 2024, the Company has
an accumulated deficit of $ 333.4 million. As of December 31, 2024, the Company had a cash balance of $ 9.9 million and working capital
of approximately $ 9.1 million. We believe that our current resources will not be sufficient to fund our operations beyond the next 12
months. This estimate is based, in part, upon our currently projected expenditures. Due in large part to the ongoing Phase 2a clinical
trial for the Company's antiviral influenza candidate, we expect to continue to incur net losses and negative cash flows from operating
activities for the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern within
one year from the issuance of these consolidated financial statements.

 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, 2024, 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 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 substantially curtail its drug development activities or cease operations.
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.

 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's Co-Chief Executive Officer and President ("CEO") is our chief operating decision maker ("CODM")
and evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated
basis. Because our CODM evaluates financial performance on a consolidated basis, the Company has determined that it operates as a single
reportable segment composed of the consolidated financial results of Cocrystal Pharma, Inc. The measure of segment assets is reported
on the consolidated balance sheets as total assets (see Note 13).

 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 most significant estimates
in the Company's consolidated financial statements relate to clinical trial costs and accruals and the fair value of stock-based
compensation. 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, 2024 and 2023, our primary operating account held approximately $ 9,860,000 and $ 26,353,000, respectively,
and our collateral account balance of $ 75,000 as of December 31, 2024 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.

 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.

 F- 8

 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, 2024 and 2023.

 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 31,2024

 Cash

 $
 9,860

 $
 26,353

 Restricted cash

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

 $
 9,935

 $
 26,428

 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, net

 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. Maintenance and repairs are charged directly to expense as incurred.

 Leases

 The
Company accounts for its leases in accordance with ASC 842, Leases. The Company determines whether a contract is, or contains,
a lease at inception. Operating lease right-of-use ("ROU") assets and liabilities are recognized at the lease commencement
date based on the present value of lease payments over the lease term. ROU assets represent the Company's right to use an underlying
asset during the lease term, and lease liabilities represent the Company's 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 collateralized
borrowing rate based on its understanding of what its credit rating would be.

 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 6 – Warrants. At December 31, 2023 the Company had approximately 11,000 warrants that expired in January 2024, there we no warrants
outstanding at December 31, 2024.

 At
December 31, 2024 and 2023, 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.

 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.

 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 $ 497,000 and $ 396,000 for the years ended December
31, 2024 and 2023, 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, 2024, the Company recorded tax
credits receivable of $ 1,123,843, of which approximately $ 1,146,593 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.

 F- 10

 Stock-Based

 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.

 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):

 Schedule of Anti-dilutive Securities Excluded from Calculations of Net Loss Per Share

 December 31,

 2024

 2023

 Outstanding options to purchase common stock

 Warrants to purchase common stock

 -

 Unvested restricted stock units

 -

 Total

 F- 11

 Recent
Accounting Pronouncements

 In
November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure."
The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly
provided to the chief operating decision maker, requiring other new disclosures, and requiring enhanced interim disclosures. ASU 2023-07
requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment
disclosures in Topic 280 on an interim and annual basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023,
and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. As of December 31, 2024,
the Company has adopted ASU 2023-07. The adoption of this standard did not have a material impact on the Company's consolidated
financial statements but has resulted in additional disclosures within the footnotes to our consolidated financial statements (See Note
13).

 In
November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures
(Subtopic 220-40). ASU 2024-03 amends the FASB Accounting Standards Codification to require specified information about certain costs
and expenses in the notes to the financial statements at each interim and annual reporting period, including disclosure of the amounts
of purchases of inventory; employee compensation; depreciation; intangible asset amortization; and depreciation, depletion, and amortization
included in each relevant expense caption on the face of the income statement within continuing operations that contains any of the expense
categories previously listed. Disclosure will also be required of the total amount of selling expenses and an entity's definition
of selling expenses in annual reporting periods. ASU 2024-03 does not change or remove current expense disclosure requirements, but does
affect where and how this information is presented in the notes to the financial statements. ASU 2024-03 is effective for annual reporting
periods beginning January 1, 2027, and interim periods within annual reporting periods beginning January 1, 2028. Early adoption is permitted.
The Company is in the process of evaluating ASU 2024-03 to determine its impact on the Company's consolidated financial statement
presentation and related disclosures.

 Management
does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material
impact on the Company's financial statements, including their presentation and related disclosures.

 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 a loss of approximately
$ 163,000 and $ 65,000 for the years ended December 31, 2024 and 2023, respectively.

 As
of December 31, 2024 and 2023, the Company's cash balances consisted of the following (in thousands):

of Cash Balance

 2024

 2023

 U.S. Dollars

 $
 9,554

 $
 26,402

 Australian Dollars – in US $

 Cash Balance

 $
 9,935

 $
 26,428

 4.
 Property and Equipment

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

 Schedule of Property and Equipment

 2024

 2023

 Lab equipment (excluding equipment under finance leases)

 $
 1,765

 $
 1,757

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

 Computer and office equipment

 Total property and equipment

 2,082

 2,074

 Less accumulated depreciation

 ( 1,929
)

 ( 1,803
)

 Property and equipment, net

 $

 $

 Depreciation
expense was $ 126,000 and $ 189,000 for the years ended December 31, 2024 and 2023, respectively.

 F- 12

 5.
 Accounts Payable and Accrued Expenses

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

 Schedule of Accounts Payable and Accrued Expenses

 2024

 2023

 Accounts payable

 $
 1,542

 $
 1,222

 Accrued compensation

 Accrued other expenses

 1,691

 Total accounts payable and accrued expenses

 $
 2,127

 $
 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.

 6.
 Common Stock

 On June 27, 2024, the Company, following approval of the Company's
stockholders at the 2024 Annual Meeting of Stockholders filed an amendment to its Certificate of Incorporation with the Secretary of State
of the State of Delaware (the "Amendment") to decrease the number of shares of authorized capital stock of the Company from 155,000,000 shares
of capital stock, consisting of 150,000,000 shares of common stock and 5,000,000 shares of preferred stock, to 101,000,000 shares
of capital stock consisting of 100,000,000 shares of common stock and 1,000,000 shares of preferred stock. The Amendment
became effective on June 27, 2024.

 As
of December 31, 2024, the Company has authorized 100,000,000 shares of common stock, $ 0.001 par value per share. The Company had approximately
 10,174,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively.

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

 Sale of Common Stock to Related
Entities

 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.

 At-The-Market
Offering

 The
Company is 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. There
have been no sales under the ATM Agreement during the years ended December 31, 2024 and 2023.

 Warrants

 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, 2024 and 2023 (table in thousands):

of Warrants Activity

 Warrants
 Accounted for as:
 Liabilities

 October 2013
 Warrants

 January 2014
 Warrants

 Total

 Outstanding, December 31, 2022

 Exercised

 -

 -

 -

 -

 -

 -

 Expired

 ( 2
)

 -

 ( 2
)

 Outstanding, December 31, 2023

 -

 Exercised

 -

 -

 -

 -

 -

 -

 Expired

 -

 ( 11
)

 ( 11
)

 Outstanding, December 31, 2024

 -

 -

 -

 Expiration date

 Oct 24, 2023

 Jan 16, 2024

 As of December 31, 2023, the above outstanding warrants
were liability classified warrants, which had de minimis fair value as of the year then ended.

 As of December 31, 2023 the Company had approximately
 11,000 warrants that expired in January 2024, there we no warrants outstanding as of December 31, 2024.

 7.
 Stock Based Awards

 Equity
Incentive Plans

 The
Company adopted an 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.
As of December 31, 2024, 27,000 shares remain available for future grants under the 2015 Plan.

 Common
Stock Reserved for Future Issuance

 The
following table presents information concerning common stock available for future issuance (in thousands) as of December 31, 2024:

 Schedule of Common Stock Available
for Future Issuance

 Shares Available

 for Grant

 Balance at December 31, 2023

 Restricted Stock Units (RSU) Granted

 ( 256
)

 Cancelled or returned

 Balance at December 31, 2024

 F- 13

 Stock
Options

 The
following table summarizes stock option transactions for the 2015 Plan, collectively, for year ended December 31, 2024 (in thousands,
except per share amounts):

 Schedule of Stock Option Transactions

 Total Options
Outstanding

 Weighted Average
Exercise Price

 Aggregate
Intrinsic Value

 Balance at December 31, 2022

 $
 15.36

 $
 -

 2.67

 -

 Expired

 ( 1
)

 22.89

 -

 Balance at December 31, 2023

 $
 10.37

 $
 -

 Exercised

 -

 -

 -

 -

 -

 -

 Cancelled

 ( 8
)

 -

 -

 Balance at December 31, 2024

 $
 10.37

 $
 -

 No
options were granted during the year ended December 31, 2024. During 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

 For options granted and outstanding, there were 550,000
options outstanding which were fully vested or expected to vest, a weighted average exercise price of $ 10.37 and weighted average remaining
contractual term of 7.22 years at December 31, 2024. For vested and exercisable options, outstanding shares totalled 453,000. These options
had a weighted average exercise price of $ 11.92 per share and a weighted-average remaining contractual term of 6.98 years at December
31, 2024.

 The
aggregate intrinsic value of outstanding and exercisable options at December 31, 2024 was calculated based on the positive
difference between the closing price of the Company's common stock as reported on the Nasdaq Capital Market on December 31,
2024 of approximately $ 2.02
per share and the exercise price of the underlying options. As of December 31, 2024, total outstanding and exercisable options had
no intrinsic value.

 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

 2024

 2023

 Stock options issued and outstanding

 Shares authorized for future option grants

 Warrants outstanding

 -

 Total

 Restricted
Stock Units

 On
August 12, 2024, the Company's Compensation Committee approved the issuance of 256,000 restricted stock unit ("RSU")
awards to non-employee directors, officers, consultants and employees. The aggregate fair value of the restricted stock unit awards granted
was estimated to be $ 451,000 using the market price of the stock on the date of the grant which is expensed using the straight-line method
over the vesting period.

 Schedule of Restricted Stock Units

 Total
Restricted

Stock units
Outstanding

 Weighted Average
Fair Value

 Aggregate
Intrinsic Value

 Unvested December 31, 2023

 -

 $
 -

 $
 -

 -

 -

 Forfeited

 -

 -

 -

 Vested

 1.76

 -

 Unvested and expected to vest at December 31, 2024

 $
 1.76

 $
 -

 The
Company accounts for share-based awards to employees and nonemployee directors and consultants in accordance with the provisions of
ASC 718, Compensation—Stock Compensation., and under the recently issued guidance following FASB's pronouncement,
ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.
Under ASC 718, and applicable updates adopted, share-based awards are valued at fair value on the date of grant and that fair value
is recognized over the requisite service, or vesting, period. The Company values its equity awards using the Black-Scholes option
pricing model, and accounts for forfeitures when they occur. For the twelve months ended December 31, 2024 and 2023, equity-based
compensation expense recorded on vested options and RSU was $ 643,000 and 801,000,
respectively. As of December 31, 2024, there was approximately $ 252,000 of
total unrecognized compensation expense related to non-vested stock options that is expected to be recognized over a weighted
average period of 0.4 years.

 F- 14

 8.
 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 was 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

entered into two License Agreement with Kansas State University Research Foundation (the "Foundation") on February 18, 2020
to further develop certain proprietary broad-spectrum antiviral compounds for the treatment of norovirus and coronavirus infections.

 On
February 28, 2024, the Company provided notice to the Foundation of the Company's election to terminate the 2020 License Agreements.
The terminations, which were made due to the Company's determination that further development efforts under the License Agreements
would be futile, took effect on March 29, 2024.

 F- 15

 Phase
2a Clinical Trial

 In
August, 2022, the Company engaged hVIVO, a subsidiary of London-based Open Orphan plc (AIM: ORPH), a 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 superseded 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.

 During
the year ended December 31, 2024 and 2023, upon achievement of certain milestones, the reservation fee was reduced by approximately
$ 1.28 million and
$ 0.4 million,
respectively, which was recognized as expense during the year then ended. As a result, there was no
balance of the reservation fee included in prepaid expenses as of December 31, 2024. Pursuant to the CTA, additional milestones
payments became due during the year ended December 31, 2024 and 2023, resulting in the recognition during the year of aggregate
expenses of $ 2.2
million and $ 3.05
million, respectively. As of December 31, 2024, $ 0.5
million was due on the CTA which is included in accounts payable and accrued expenses in the accompanying consolidated balance
sheet.

 9.
 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, 2024 and 2023 are shown below (table in thousands):

of Deferred Tax Assets and Liabilities

 2024

 2023

 Deferred tax assets:

 Net operating loss carryforwards

 $
 23,672

 $
 22,005

 Research and development tax credits

 3,543

 3,196

 Capitalized and Research Expenditures

 6,935

 5,288

 Other

 Total deferred tax assets

 35,605

 31,920

 Deferred tax liabilities:

 Property and equipment

 ( 16
)

 ( 29
)

 Other

 ( 371
)

 ( 410
)

 Total deferred tax liabilities

 ( 387
)

 ( 439
)

 Total deferred taxes, net

 35,218

 31,481

 Valuation allowance

 ( 35,218
)

 ( 31,481
)

 Deferred tax liability, net

 $
 -

 $
 -

 F- 16

 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.

 At
December 31, 2024, the Company has federal and state net operating losses ("NOL") carryforwards of approximately $ 110.4 million
and $ 7.8 million, respectively. The federal and Florida NOL generated after 2017 of $ 48.8 million and $ 7.8 million, respectively, will
carryforward indefinitely. The federal NOL carryforwards begin to expire in 2026.

 At
December 31, 2024, the Company had federal research credit carryforwards of approximately $ 3.5 million that expire in 2028.

 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

 2024

 2023

 Statutory federal income tax rate

 21.0
 %

 21.0
 %

 Research credits

 1.9
 %

 2.8
 %

 Change in valuation allowance

 ( 20.1
)%

 ( 21.9
)%

 Equity compensation

 ( 0.3
)%

 ( 0.4
)%

 Foreign rate differential

 1.3

 %

 0.6

 %

 Other tax, credit and adjustments

 ( 3.8
)%

 ( 2.1
)%

 Effective income tax rate

 0.0
 %

 0.0
 %

 10.
 Lease Commitments

 Operating
Leases

 The
Company leases office space in Miami, Florida and research and development laboratory space in Bothell, Washington under operating leases
that expire on September 30, 2027 and January 31, 2031, respectively. For operating leases, the weighted average discount rate is 6.4 %
and the weighted average remaining lease term is 5.2 years.

 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- 17

 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, 2024

 Year Ended

 Lease Cost

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

 $

 $

 Other Information

 Cash paid for amounts included in the measurement of lease liabilities

 $

 $

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

 5.2

 0.8

 Average discount rate – operating leases

 6.4
 %

 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, 2024

 At

 Operating leases

 Long-term right-of-use assets of which $ 152 and $ 42 relates to related party, respectively, net of accumulated amortization of $ 1,270 and $ 950, respectively

 $
 1,694

 $
 1,851

 Short-term operating lease liabilities, of which $ 49 and $ 42 relates to related party, respectively

 Long-term operating lease liabilities, of which $ 104 and $ 0 relates to related party, respectively

 1,505

 1,613

 Total operating lease liabilities

 $
 1,806

 $
 1,853

of Maturities of Lease Liabilities

 Year ending December 31,

 (in thousands)

 2025

 2026

 2027

 2028

 2029

 2030 and thereafter

 Total minimum operating lease payments

 $
 2,130

 Less: present value discount

 ( 324
)

 Total operating lease liabilities

 $
 1,806

 In April 2023, the Company renewed
its lease for the unit 100 at the Bothel, Washington facility ("Bothel 100") for an 84-month (7 years) term, starting February
1, 2024, and ending on January 31, 2031. The Company classified the amended lease as an operating lease pursuant to the provisions of
ASC 842 and calculated the discounted value of the total lease payments to be approximately $ 1,224,000 using a discount rate of 6 %. This
amount was recognized as the lease liability and right-of use asset at the renewal date of the lease. As the renewal occurred in 2023,
the Company deemed it appropriate to recognize both the right-of-use asset and lease liability for the extension term in 2023, with no
amortization of the asset until the commencement of the extension term in February 2024.

 In September 2023, following
the renewal of the Bothell 100 facility lease, the Company amended the agreement to expand the premises to include Suite 200 ("Bothell
200 facility"). The lease for the Bothell 200 facility has a 60-month (5-year) term, running from February 1, 2024, through January
31, 2029. The Company classified the lease as an operating lease and calculated the discounted value of the total lease payments to be
approximately $ 571,000, using a 6 % discount rate. This amount was recognized as the lease liability and right-of-use asset at the
lease commencement date. As the lease for the Bothell 200 facility is tied to an existing lease and was executed in 2023, the Company
deemed it appropriate to recognize both the right-of-use asset and lease liability in 2023, with no amortization of the asset until the
lease term begins in February 2024.

 In August 2024, the Company
renewed its lease for the Miami, Florida location for a 36-month term, starting from October 1, 2024, and ending on September 30, 2027,
with an optional two-year extension. At the time of renewal, the Company classified the lease as an operating lease pursuant to the provisions
of ASC 842 and calculated the discounted value of the total lease payments to be approximately $ 163,000, using a discount rate of 10.75 %,
and recognized this amount as the lease liability and right-of-use asset at renewal date.

 The lessor of the Miami, Florida lease is a limited liability company controlled
by Dr. Phillip Frost, a director and a principal stockholder of the Company. See Note 12.

 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 2024 and 2023, approximately $ 174,000
and $ 98,000
of CAM charges for the Bothell, Washington lease was included in operating expenses in the consolidated statements of operations,
respectively.

 F- 18

 For
the twelve months ended December 31, 2024 and 2023, operating lease expense, excluding short-term leases, finance leases and CAM charges,
totaled approximately $ 393,000 and
$ 233,000,
respectively, of which $ 62,000 for each period was to a related party.

 11.
 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.

 12.
 Transactions with Related Parties

 On
August 14, 2024, the Company entered into a three-year lease extension with a limited liability company controlled by Dr. Phillip Frost,
a director and a principal stockholder of the Company. On an annualized basis, straight-line rent expense is approximately $ 64,000 including
fixed and estimable fees and taxes. Upon the extension of the lease, the Company recognized a right-of-use asset of approximately $ 163,000. The discount
rate used to measure the lease assets and liabilities for the extension was 10.75 %.

 The
Company paid a lease deposit of $ 4,000 on the original agreement and total rent and other expenses paid in connection with this lease
were $ 62,000 and $ 63,000 for the years ended December 31, 2024 and 2023 respectively.

 13. Segment information

 The Company operates and manages its business as one
reportable and operating segment dedicated to the research and development Company's novel orally administered antiviral influenza
candidate. The measure of segment assets is reported on the balance sheet as total consolidated assets. In addition, the Company manages
the business activities on a consolidated basis.

 The
Company's CODM reviews financial information presented on a consolidated basis and decides how to allocate resources based on net
income (loss).

 Significant
segment expenses include research and development, salaries, insurance, and stock-based compensation. Operating expenses include all
remaining costs necessary to operate our business, which primarily include external professional services and other administrative expenses.
The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM (table in thousands):

of Segment Information

 Year ended December 31,

 2024

 2023

 Revenue

 $
 -

 $
 -

 Less:

 Research and development

 10,785

 13,492

 Salaries and personnel costs

 2,900

 2,840

 Insurance

 Stock-based compensation

 Operating expenses

 3,264

 1,068

 Other income

 ( 374
)

 ( 575
)

 $
)

 $
)

 F- 19

 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, 2024. 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, 2024.

 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, 2024, 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, 2024.

 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 incorporated by reference as Exhibits 14.1, 19.1 and 97 to
this Report.

 During
the three-month period ended December 31, 2024, 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

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

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

 Name

 Age

 Position

 Co-Chief Executive Officer, President

 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 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). He served as Vice-Chair of TEVA and then Chair from 2006 – 2012 after its
purchase of IVAX Pharmaceuticals which Dr. Frost founded and where he served as Chairman and CEO.

 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 firm,
in 2010 and currently serves as an advisor with the title of Director. Previously, Mr. Hassan served as Chairman and Chief Executive
Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive
Officer of Pharmacia Corporation, a company formed as a result of the merger of Monsanto Company and Pharmacia & Upjohn, Inc. 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 EyePoint Pharmaceuticals
since September 2024, Precigen Inc. (Nasdaq: PGEN) since June 2016, BridgeBio Pharma, Inc. (Nasdaq: BBIO) since August 2021 and was 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) from July 2015 to May 2021. In the course of his career,
he has held numerous other directorships, including those at Avon Products, Inc. from 1999 to 2013, Bausch & Lomb from 2010 until
its acquisition by Valeant Pharmaceuticals International, Inc. (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 strategy, operations, government relations, regulatory, finance and investments, and mergers
and acquisitions, as well as his experience as a director on companies in our industry and larger companies.

 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 Continucare Corporation,
a provider of primary care physician and practice management services, form 2003 until 2011, where he also served as Chairman of the
Board of Directors of Continucare Corporation from 2002 to 2011. Previously, Mr. Pfenniger served as the Chief Executive Officer and
Vice Chairman of Whitman Education Group, Inc. from 1997 through June 2003. Prior to joining Whitman, he served as the Chief Operating
Officer of IVAX from 1994 to 1997, and, from 1989 to 1994, he served as the Senior Vice President-Legal Affairs and General Counsel of
IVAX Corporation. Prior thereto he was engaged in the private practice of law. Mr. Pfenniger has been a director of OPKO Health, Inc.
since January 2008, a multi-national pharmaceutical and diagnostics company. Since April 2022, Mr. Pfenniger has served as a director
of GeneDX Holdings Corp. (Nasdaq: WGS), a medical diagnostics company. Since October 2022, Mr. Pfenniger has served as a director of Fluent,
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 Asensus Surgical, Inc.
(NYSE American: ASXC), a medical device company, from 2005 to 2024.

 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 served as
Executive Vice President – Administration of OPKO Health, Inc. (Nasdaq: OPK) since May 2007 and as a director of the OPKO since
February 2007. Mr. Rubin currently serves on the board of directors of Red Violet, Inc. (Nasdaq: RDVT), a software and services company,
Eloxx Pharmaceuticals, Inc. (OTC:ELOX), a clinical stage biopharmaceutical company engaged in the science of ribosome modulation, and
ChromaDex Corp. (Nasdaq: CDXC), a science-based, integrated nutraceutical company devoted to improving the way people age. Mr. Rubin previously
served as a director of Neovasc, Inc. (NASDAQ:NVCN), a company that developed and marketed medical specialty vascular devices, and Non-Invasive
Monitoring Systems, Inc. (OTC:NIMU), a medical device company.

 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.

 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 2024.

 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.

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 Market,
LLC, to recoup "excess" incentive compensation, if any, earned by current and former executive officers during a three year
look back period in the event of a financial restatement due to material noncompliance with any financial reporting requirement under
the securities laws (with no fault required).

 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, 2024, (ii) the two most highly compensated executive officers
other than the Co-Chief Executive Officers whose total compensation exceeded $100,000, and (iii) up to two additional individuals who
would qualify under (ii) above but for the fact that such individuals were not serving as executive officers of the Company as of December
31, 2024. We refer to these persons as the "Named Executive Officers."

 2024
Summary Compensation Table

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)(1)

 Stock Awards
 ($)(2)

 Option
 Awards
 ($)(3)

 Non-equity incentive plan compensation
 ($)

 Non-qualified deferred compensation earnings
 ($)

 All other compensation
 ($)

 Total
 ($)

 2024

 410,459

 200,000

 70,400

 680,859

 Co-Chief Executive Officer and Chief Financial Officer

 2023

 394,821

 165,000

 67,380

 627,201

 2024

 410,459

 200,000

 70,400

 680,859

 Co-Chief Executive Officer and President

 2023

 394,821

 165,000

 67,380

 627,201

 (1)

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

 (2)

 Represents RSUs. Reflects
 the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the amounts
 are discussed in Note 7 of the Company's audited financial statements for the year ended December 31, 2024, included in this
 Report.

 (3)

 Represents options to purchase
 common stock. Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The assumptions used in
 calculating the amounts are discussed in Note 7 of the Company's audited financial statements for the year ended December 31,
 2024, included in this Report.

 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 June
1, 2024, Mr. Martin received an annual base salary of $416,000, which is subject to annual review. Effective January 1, 2025, his base
annual salary was reduced to $250,000. In addition to the base salary, Mr. Martin is eligible to receive a discretionary bonus, to the
extent approved by the Board.

 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 received an annual base salary of $416,000, following a base salary increase in June 1, 2024. Effective January 1, 2025,
his base annual salary was reduced to $250,000. In addition to the base salary, Mr. Lee is eligible to receive a discretionary bonus,
to the extent approved by the Board.

 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 unvested stock awards and unexercisable and unexercised options for each Named Executive Officer
outstanding as of December 31, 2024:

 Outstanding
Equity Awards At Fiscal Year-End

 Name

 shares or

 units of stock

 that have not

 vested(#)

 Market value

 of shares or

 units of stock

 that have not

 vested ($)

 Securities

 Underlying

 Unexercised

 Options (#)

 Exercisable

 Securities

 Underlying

 Unexercised

 Options (#)

 Unexercisable

 Option

 Exercise

 Price($)

 Option

 Expiration Date

 12,500

 -

 33.36

 9/20/2028

 12,500

 -

 15.96

 6/22/2030

 20,834

 -

 13.32

 7/16/2031

 21,875

 3,126
 (1)

 5.04

 7/25/2032

 18,750

 11,250
 (2)

 2.67

 7/18/2033

 20,000
 (3)

 $
 40,400
 (4)

 8,334

 -

 33.36

 9/20/2028

 8,334

 -

 15.96

 6/22/2030

 4,167

 -

 15.60

 11/24/2030

 20,834

 -

 13.32

 7/16/2031

 21,875

 3,126
 (1)

 5.04

 7/25/2032

 18,750

 11,250
 (2)

 2.67

 7/18/2033

 20,000
 (3)

 $
 40,400
 (4)

 (1)

 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.

 (2)

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

 (3)

 Represents RSUs vesting
 in eight equal quarterly increments with the first such quarterly increment vesting on September 30, 2025, subject to continued employment
 on each applicable vesting date. Does not include 20,000 RSUs which vested in 2024.

 (4)

 Represents the market value
 of the RSUs referred to above, calculated based on $2.02, the closing price of the Company's common stock as of December 31,
 2024.

 DIRECTOR
COMPENSATION

of Directors

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

 Name*

 Fees Earned
 or Paid
 in Cash ($)1)

 Stock
 Awards
 ($)(2)

 All
 Other
 ($)

 Total
 ($)

 Phillip Frost

 44,770

 47,696

 -

 92,466

 Fred Hassan

 36,300

 14,198

 50,498

 Anthony Japour

 54,450

 26,266

 -

 80,716,

 Roger Kornberg

 60,500

 49,472

 100,000
 (3)

 209,972

 Steven Rubin

 82,280

 33,364

 -

 115,644

 Richard C. Pfenniger, Jr.

 36,300

 14,198

 -

 50,498

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

 (2)
Represents RSUs. Amounts reported represent the aggregate grant date fair value of awards granted without regard to forfeitures granted
to the independent directors during 2024, computed in accordance with ASC 718. This amount does not reflect the actual economic value
realized by the directors.

 (3)
Represents $100,000 compensation paid to Dr. Kornberg for serving as chairman of the Company's Scientific Advisory Board.

 The
table below sets forth the unvested RSUs and unexercised stock options held by each of our non-employee directors outstanding as of December
31, 2024.

 Name

 Aggregate

 Unvested
 Stock Awards
 Outstanding at
 December 31, 2024

 Aggregate

 Unexercised
 Option Awards
 Outstanding at

 Phillip Frost

 27,100

 52,391

 Fred Hassan

 8,067

 7,333

 Anthony Japour

 14,924

 36,737

 Roger Kornberg

 28,109

 69,835

 Steven Rubin

 18,957

 51,374

 Richard C. Pfenniger, Jr.

 8,067

 18,167

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 and our clinical trial program.

 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)

 107,029

 1.04
 %

 Sam Lee (3)

 138,650

 1.35
 %

 Phillip Frost (4)

 1,376,237

 13.45
 %

 Fred Hassan (5)

 1,023,845

 9.98
 %

 Anthony Japour (6)

 37,567

 *

 Roger Kornberg (7)

 111,584

 1.09
 %

 Richard Pfenniger (8)

 21,949

 *

 Steven Rubin (9)

 54,385

 *

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

 2,871,247

 28.14
 %

 5% Holders:

 Raymond Schinazi (11)

 638,322

 6.27
 %

 Sue Wilcox (12)

 564,952

 5.55
 %

 *
Less than 1%.

 (1)

 Applicable
 percentages are based on 10,173,790 shares of common stock outstanding as of March 31, 2025, which is the record date for the Annual
 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 86,460 vested stock options and 20,000 shares underlying vested RSUs. Address is 4400
 Biscayne Boulevard, Miami, FL 33137.

 (3)

 Dr.
 Lee is a Named Executive Officer. Includes 82,295 vested stock options and 20,000 shares underlying vested RSUs.

 (4)

 Dr.
 Frost is a director. Includes (i) 1,319,838 shares of common stock held by Frost Gamma Investments Trust, (ii) 42,849 vested stock
 options and (ii) 13,550 shares underlying vested RSUs. 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. Includes 4,583 vested stock options and 4,033 shares underlying vested RSUs. Address is 4400 Biscayne Boulevard,

 (6)

 Dr.
 Japour is a director. Includes 30,105 vested stock options and 7,462 shares underlying vested RSUs. Address is 4400 Biscayne Boulevard,

 (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, (ii) 57,761
 vested stock options and (iii) 14,054 shares underlying vested RSUs.

 (8)

 Mr.
 Pfenniger is a director. Includes 14,583 vested stock options and 4,033 shares underlying vested RSUs. Address is 4400 Biscayne Boulevard,

 (9)

 Mr.
 Rubin is a director. Includes 42,952 vested stock options and 9,478 shares underlying vested RSUs. Address is 4400 Biscayne Boulevard,

 (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.

 (12)

 Mrs.
 Wilcox is the wife of Gary Wilcox, the Company's former Chief Executive Officer's wife. Address is 4400 Biscayne Boulevard,

 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, 2024.

 Name Of Plan

 Number
of

 securities

to be issued
 upon exercise of
 outstanding
 options and
 stock awards
 (1)

 Weighted average
 exercise price
 of outstanding
 options and stock awards
 ($)

 Number
 of
 securities
 remaining
 available for
 future issuance
 under equity
 compensation
 plans (excluding

 securities
 reflected in

 column
 (1)

 Equity compensation plans approved by security holders

 806,654

 10.57

 26,679

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 806,654

 26,679

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

 CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 Other
than as disclosed below and the compensation arrangements described in this Amendment under "Executive Compensation," there
have been no transactions since January 1, 2023, involving the Company, in which the amount exceeded $120,000, and in which any of our
directors, executive officers, beneficial owners of 5% or more of our common stock or certain other related persons had a direct or indirect
material interest, and there are no such currently proposed transactions.

 On
August 14, 2024, the Company entered into a three-year lease extension with a limited liability company controlled by Dr. Phillip Frost,
a director and a principal stockholder of the Company. The Company paid a lease deposit of $4,000 on the original agreement and total
rent and other expenses paid in connection with this lease were $62,000 and $63,000 for the years ended December 31, 2024 and 2023, respectively.

 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 2024 and 2023 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, 2024 and 2023.

 2024
 ($)

 2023
 ($)

 Audit Fees (1)

 126,000

 130,000

 Audit-Related Fees (2)

 -

 -

 Total

 126,000

 130,000

 (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.

 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

 Incorporated
 by Reference

 Filed
 or Furnished

 Exhibit No.

 Exhibit
 Description

 Form

 Date

 Number

 Herewith

 3.1

 Certificate of Incorporation, as amended

 11/13/24

 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

 10.14

 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

 3/28/24

 14.1

 19.1

 Insider Trading Policy

 3/28/24

 19.1

 Incorporated
 by Reference

 Filed
 or Furnished

 Exhibit No.

 Exhibit
 Description

 Form

 Date

 Number

 Herewith

 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

 3/28/24

 101.INS

 Filed

 101.SCH

 Filed

 101.CAL

 Document

 Filed

 101.DEF

 Document

 Filed

 101.LAB

 Filed

 101.PRE

 Document

 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.

 +
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

 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.

 March
 31, 2025

 By:

 /s/

 James
 Martin

 Co-Chief
 Executive Officer

 (Principal
 Executive Officer)

 Pursuant
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

 Roger Kornberg

 /s/ Phillip
 Frost

 Phillip Frost

 /s/ Fred
 Hassan

 Fred Hassan

 /s/ Anthony
 Japour

 Anthony Japour

 /s/ Richard
 Pfenniger

 Richard Pfenniger

 /s/ Steven
 Rubin

 Steven Rubin

 /s/

 Chief Financial Officer
 and Co-Chief Executive Officer

 (Principal Financial, Accounting and Executive Officer)

 /s/

 President and Co-Chief
 Executive Officer

 (Principal Executive Officer)