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CUSIP No. 19188J300
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Schedule 13D/A
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Page 7 of 7
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EXPLANATORY NOTE
This Amendment No. 2 (the Amendment) amends the Schedule 13D originally filed on December 5, 2014, as amended by
Amendment No. 1 filed on June 19, 2018 (the Original Schedule 13D). Each Item below amends and supplements the information disclosed under the corresponding Item of the Original Schedule 13D. All items not supplemented in this
Amendment remain unchanged from the Original Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning herein as are ascribed to such terms in the Original Schedule 13D.
Item 1.
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Security and Issuer.
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This Schedule 13D (the Schedule 13D) relates to the common stock, par value $0.001 per share (the Common Stock) of Cocrystal Pharma, Inc., a Delaware corporation (the
Issuer). The principal executive offices of the Issuer are located at 1860 Montreal Road, Tucker, Georgia, 30084.
On January 24, 2018, the Issuer effected a
1-for-30
reverse stock split of its Common Stock (the Reverse Split). The share amounts and share prices of Common Stock specified in this Amendment have been adjusted to give effect to the Reverse Split.
Item 2.
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Identity and Background.
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Paragraph (e) of Item 2 is hereby deleted and replaced in its entirety with the following:
(e) Except as provided below, during the last five years, none of the Filing Persons (or their directors, officers, or controllers, if applicable) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
On December 27, 2018, Dr. Frost and the Trust entered
into a settlement agreement with the Securities and Exchange Commission (the SEC), which was approved by the court on January 10, 2019, to resolve an action brought by the SEC against Dr. Frost, the Trust, and others, in SEC v.
Honig et al., 18 Civ. 08175 (S.D.N.Y.). Without admitting or denying the SECs allegations, Dr. Frost agreed to injunctions from violations of the Sections 5(a), 5(c), and 17(a)(2) of the Securities Act of 1933 and Section 13(d) of
the Securities Exchange Act of 1934 and Rule
13d-1(a)
thereunder; approximately $5.5 million in penalty, disgorgement, and prejudgment interest; and a prohibition, with certain exceptions, from trading in
penny stocks. Without admitting or denying the SECs allegations, the Trust agreed to injunctions from violations of Section 17(a)(2) of the Securities Act of 1933; and a prohibition, with certain exceptions, from trading in penny
stocks.
Item 3.
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Source or Amount of Funds or Other Consideration.
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No change.
Item 4.
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Purpose of Transaction.
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No change.
Item 5.
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Interest in Securities of the Issuer.
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Paragraph (a) of Item 5 is hereby deleted and replaced in its
entirety with the following:
(a) Aggregate Number and Percentage of Class of Securities
The beneficial ownership percentages disclosed below are based on 29,923,076 shares of Common Stock outstanding as of November 6,
2018 (as stated in the Issuers Quarterly Report on Form
10-Q
filed with the Securities and Exchange Commission on November 9, 2018).
Raymond F. Schinazi
Dr. Schinazi is the beneficial owner of
10,361,985 shares of Common Stock representing 34.5% of the voting power of the Issuer, including (i) shares of Common Stock held directly by Dr. Schinazi, (ii) 995,593 shares of Common Stock held by RFS Partners, LP, an entity controlled
by Dr. Schinazi, and (iii) 125,464 shares of Common Stock issuable upon exercise of fully vested options. Dr. Schinazi has sole dispositive power and, by virtue of the Stockholder Agreement shared voting power, with respect to these
shares.
Phillip Frost, M.D. and Frost Gamma Investments Trust
Dr. Frost is the beneficial owner of 3,666,931 shares of Common Stock representing 12.3% of the voting power of the Issuer, including (i) 3,655,265 shares of Common Stock held by the Trust, and (ii)
11,666 shares of Common Stock issuable upon exercise of vested options. Dr. Frost is the trustee of the Trust. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of the Trust. Dr. Frost is one of two limited partners of
Frost Gamma Limited Partnership. Dr. Frost is the sole shareholder of Frost-Nevada Corporation, which is the sole shareholder of Frost Gamma, Inc., the general partner of Frost Gamma Limited Partnership. As a result of the foregoing,
Dr. Frost may be deemed the beneficial owner of the shares of Common Stock held by the Trust. Dr. Frost disclaims beneficial ownership of the securities held by the Trust except to the extent of any pecuniary interest therein.
Dr. Frost has sole dispositive power with respect to 11,666 shares of Common Stock issuable upon exercise of vested options, shared
dispositive power with respect to the shares held by the Trust and, by virtue of the Stockholder Agreement shared voting power, with respect to all these shares.
Dr. Frost is the Chief Executive Officer and Chairman of OPKO Health, Inc., however he does not have any voting or investment control over the securities held by OPKO Health, Inc. Dr. Frost
disclaims beneficial ownership of the securities held by OPKO Health, Inc.
Gary Wilcox
Dr. Wilcox is the beneficial owner of 564,952 shares of Common Stock representing 1.9% of the voting power of the Issuer.
Dr. Wilcox has sole dispositive power and, by virtue of the Stockholder Agreement shared voting power, with respect to these shares.
Roger Kornberg
Dr. Kornberg is the beneficial owner of 515,481 shares of Common Stock representing 1.7% of the voting power of the Issuer.
Dr. Kornberg has sole dispositive power and, by virtue of the Stockholder Agreement shared voting power, with respect to these shares.
Steven D. Rubin
Mr. Rubin is the beneficial owner of 32,197 shares of Common Stock representing less than 0.1% of the voting power of the Issuer,
including 8,749 vested options. Mr. Rubin has sole dispositive power and, by virtue of the Stockholder Agreement shared voting power, with respect to these shares.