Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On
April 12, 2019, the Audit Committee (the “Audit Committee”) of the Board of Directors of Cocrystal Pharma, Inc. (the
“Company”) decided not to renew the engagement of BDO USA, LLP (“BDO”), which was then serving as the
independent registered public accounting firm of the Company, and on April 17, 2019 the Company notified BDO that it would be
dismissed as the independent registered public accounting firm of the Company, effective immediately.
The
reports of BDO on the Company’s consolidated financial statements for the fiscal years ended December 31, 2018 and December
31, 2017 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle, except that each report on the Company’s consolidated financial statements contained
an explanatory paragraph regarding the Company’s ability to continue as a going concern and except that each report on the
effectiveness of internal control over financial reporting expressed an adverse opinion on the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2018 and as of December 31, 2017. During the fiscal years ended December
31, 2018 and December 31, 2017 and the subsequent interim period through April 12, 2019, the effective date of BDO’s dismissal,
there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which, if not resolved to the satisfaction of BDO would have caused BDO to make reference thereto in its reports
on the consolidated financial statements of the Company for such years, and (ii) no “reportable events” (as that term
is defined in Item 304(a)(1)(v) of Regulation S-K), except for two material weaknesses in internal control over financial reporting
related to (i) management’s failure to maintain an effective financial reporting process to ensure there were timely and
documented reviews over completeness and accuracy of information included in the financial statements, and (ii) management’s
failure to design and maintain controls over management’s review of technical accounting matters and account reconciliations,
which were identified and disclosed in Management’s Report on Internal Control over Financial Reporting in Item 9A of the
Annual Report on Form 10-K filed by the Company on April 1, 2019, and two material weaknesses in internal control over financial
reporting related to (i) management’s failure to design and maintain controls over preparation and review of account reconciliations,
including manual calculations of stock-based compensation and warrant liabilities, and (ii) preparation and review of a comprehensive
financial statement disclosure checklist to ensure completeness and accuracy of all financial statement disclosures, which were
identified and disclosed in Management’s Report on Internal Control over Financial Reporting in Item 9A of the Annual Report
on Form 10-K filed by the Company on March 21, 2018.
The
Company provided BDO with a copy of this Form 8-K and requested that BDO furnish a letter addressed to the Securities and Exchange
Commission stating whether or not BDO agrees with the above disclosures. A copy of BDO’s letter, dated April 18, 2019, is
attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Engagement of New Independent Registered Public Accounting Firm
On
April 12, 2019, the Audit Committee approved the appointment of Weinberg & Company, P.A. (“Weinberg”) as the new
independent registered public accounting firm.
During
the fiscal years ended December 31, 2018 and December 31, 2017 and the subsequent interim period through April 12, 2019, neither
the Company, nor any party on behalf of the Company, consulted with Weinberg with respect to either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with
respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company
by Weinberg that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).