Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(c)
and (d)
On
May 26, 2021, Dr. Gary Wilcox, the Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of Cocrystal
Pharma, Inc. (the “Company”), passed away. On May 27, 2021, the Board appointed James Martin, currently serving as the Chief
Financial Officer of the Company, and Sam Lee, the President of the Company, as the co-Interim Chief Executive Officers, effective immediately.
The biographical information for Messrs. Martin and Lee required by Item 401 of Regulation S-K was previously disclosed in the proxy
statement on Schedule 14A filed on April 26, 2021.
The
Board also elected Richard C. Pfenniger, Jr. as a director to fill the vacancy on the Board, effective immediately.
Richard
C. Pfenniger, Jr., 65, is a private investor. Mr. Pfenniger served as Interim CEO of Vein Clinics of America, Inc., a privately held
company that specializes in the treatment of vein disease, from May 2014 to February 2015 and as Interim CEO of IntegraMed America, Inc.,
a privately held company that manages outpatient fertility medical centers, from January 2013 to June 2013. He served as Chief Executive
Officer and President for Continucare Corporation, a provider of primary care physician and practice management services, from 2003 until
2011, and served as Chairman of the Board of Directors of Continucare Corporation from 2002 until 2011. Previously, Mr. Pfenniger served
as the Chief Executive Officer and Vice Chairman of Whitman Education Group, Inc. from 1997 through June 2003. Prior to joining Whitman,
he served as the Chief Operating Officer of IVAX from 1994 to 1997, and, from 1989 to 1994, he served as the Senior Vice President-Legal
Affairs and General Counsel of IVAX Corporation. Prior thereto he was engaged in the private practice of law. Mr. Pfenniger currently
serves as a director of OPKO Health, Inc. (NASDAQ GS: OPK), a diversified healthcare company, GP Strategies Corporation (NYSE:GPX), a
corporate education and training company, and Asensus Surgical, Inc. (NYSE American: ASXC), a medical device company. He 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 previously served as a director of BioCardia, Inc. (NASDAQ GS: BCDA), clinical-stage regenerative medicine company
developing novel therapeutics for cardiovascular diseases, IntegraMed America, Inc., a private specialty healthcare services company
offering products and services to patients and providers in the fertility and vein care segments of the health industry, Vein Clinics
of America and Wright Investors’ Services Holdings, Inc. (OTC US:WISH), an investment management and financial advisory firm.
There
was no arrangement or understanding between Mr. Pfenniger and any other persons pursuant to which he was selected as a director and there
are no related party transactions between the Company and Mr. Pfenniger reportable under Item 404(a) of Regulation S-K.
A
copy of the press release issued by the Company regarding these matters is being furnished as Exhibit 99.1 to this Current Report on
Form 8-K, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liabilities of that section. Furthermore, Exhibit 99.1 shall not be deemed to be incorporated by reference into
any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by
specific reference in such filing.