As
filed with the Securities and Exchange Commission on May 4, 2020
Registration
No. 333-237738
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment No. 1
to
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
COCRYSTAL
PHARMA, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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2834
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20-578559
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
No.)
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19805
N. Creek Parkway
Bothell,
WA 98011
(786)
459-1831
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
James
Martin
19805
N. Creek Parkway
Bothell,
WA 98011
(786)
459-1831
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Michael
D. Harris, Esq.
Nason,
Yeager, Gerson, Harris & Fumero, P.A.
3001
PGA Blvd., Suite 305
Palm
Beach Gardens, Florida 33410
(561)
686-3307
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act, other than securities offering only in connection with dividend or interest reinvestment plans, check the
following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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Emerging
growth company [ ]
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If
an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[ ]
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission of which this prospectus is a part becomes effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
Subject
to Completion, dated May 4, 2020
PROSPECTUS
$150,000,000
Cocrystal
Pharma, Inc.
Common
Stock
Preferred
Stock
Warrants
Units
Cocrystal
Pharma, Inc. intends to offer and sell from time to time the securities described in this prospectus. The total offering price
of the securities described in this prospectus will not exceed a total of $150,000,000.
This
prospectus describes some of the general terms that apply to the securities. We will provide specific terms of any securities
we may offer in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully
before you invest. We also may authorize one or more free writing prospectuses to be provided to you in connection with the offering.
The prospectus supplement and any free writing prospectus also may add, update or change information contained or incorporated
in this prospectus.
We
may offer and sell these securities to or through one or more underwriters, brokers or agents, or directly to purchasers on a
continuous or delayed basis. The prospectus supplement for each offering of securities will describe the plan of distribution
for that offering. For general information about the distribution of securities offered, see “Plan of Distribution”
in this prospectus. The prospectus supplement also will set forth the price to the public of the securities and the net proceeds
that we expect to receive from the sale of such securities.
Our
common stock is traded on The Nasdaq Capital Market under the symbol “COCP.” On April 16, 2020, the last reported
sales price of our common stock on the Nasdaq Capital Market was $0.90 per share and our public float consisted of 36,909,583
shares of common stock.
Investing
in our securities involves risks. You should read carefully and consider “Risk Factors” included in our most recent
Annual Report on Form 10-K and on page 2 of this prospectus and in the applicable prospectus supplement before investing in our
securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is _________, 2020
TABLE
OF CONTENTS
You
should rely only on information contained in this prospectus. We have not authorized anyone to provide you with information that
is different from that contained in this prospectus. We are not offering to sell or seeking offers to buy shares of common stock
or other securities in jurisdictions where offers and sales are not permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common
stock or other securities. We are responsible for updating this prospectus to ensure that all material information is included
and will update this prospectus to the extent required by law.
PROSPECTUS
SUMMARY
This
summary only highlights the more detailed information appearing elsewhere in this prospectus or incorporated by reference in this
prospectus. It may not contain all of the information that is important to you. You should carefully read the entire prospectus
and the documents incorporated by reference in this prospectus before deciding whether to invest in our securities. Unless otherwise
indicated or the context requires otherwise, in this prospectus and any prospectus supplement hereto references to “Cocrystal,”
“we,” “us,” and “our” refer to Cocrystal Pharma, Inc. and its consolidated subsidiaries.
About
This Prospectus
This
prospectus is part of a “shelf” registration statement that we have filed with the Securities and Exchange Commission
(the “Commission”). By using a shelf registration statement, we may sell, at any time and from time to time, in one
or more offerings, any combination of the securities described in this prospectus. The exhibits to our registration statement
contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries
may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should
review the full text of these documents. The registration statement and the exhibits can be obtained from the Commission as indicated
under the section entitled “Incorporation of Certain Information by Reference.”
This
prospectus only provides you with a general description of the securities we may offer. Each time we sell securities, we will
provide a prospectus supplement that contains specific information about the terms of those securities. The prospectus supplement
also may add, update or change information contained in this prospectus. If there is an inconsistency between the information
in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should
read carefully both this prospectus and any prospectus supplement together with the additional information described below under
the section entitled “Incorporation of Certain Information by Reference.”
We
are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the
information in this prospectus or a prospectus supplement is accurate as of any date other than the date on the front of the document.
Our
Company
Cocrystal
Pharma, Inc. is a biotechnology company seeking to discover and develop 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 preclinical and early clinical stage antiviral compounds
for unmet medical needs including influenza, Hepatitis C virus, coronavirus, and norovirus infections.
Corporate
Information
Our
principal executive offices are located at 19805 N. Creek Parkway, Bothell, WA 98011 and our telephone number is (786) 459-1831.
Our Internet website address is www.cocrystalpharma.com. The information on our website is not incorporated into this prospectus.
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus including the documents incorporated by reference contains forward-looking statements. All statements other than statements
of historical facts, including statements regarding our future financial position, liquidity, business strategy and plans and
objectives of management for future operations, are forward-looking statements. 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 are contained in the risk factors that
follow and elsewhere in this prospectus and the incorporated documents. 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 the risk factors that follow and or that are disclosed in our
incorporated documents.
RISK
FACTORS
Investing
in our securities involves risks. Before purchasing the securities offered by this prospectus you should consider carefully the
risk factors incorporated by reference in this prospectus from our Annual Report on Form 10-K for the year ended December 31,
2019 filed with the Commission on March 27, 2020, as well as the risks, uncertainties and additional information (i) set forth
in our reports on Forms 10-K, 10-Q and 8-K and in the other documents incorporated by reference in this prospectus that we file
with the Commission after the date of this prospectus and which are deemed incorporated by reference in this prospectus, and (ii)
the information contained in any applicable prospectus supplement. For a description of these reports and documents, and information
about where you can find them, see “Incorporation of Certain Information By Reference.” The risks and uncertainties
we discuss in this prospectus and in the documents incorporated by reference in this prospectus are those that we currently believe
may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially
and adversely affect our financial condition, results of operations, business and prospects.
USE
OF PROCEEDS
Unless
we specify otherwise in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of the securities
by us to provide additional funds for working capital and other general corporate purposes. Any specific allocation of the net
proceeds of an offering of securities will be determined at the time of such offering and will be described in the accompanying
supplement to this prospectus.
DESCRIPTION
OF CAPITAL STOCK
We
are authorized to issue 100,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock,
par value $0.001 per share.
Common
Stock
We
are authorized to issue 100,000,000 shares of common stock, par value $0.001 per share. The holders of common stock are entitled
to one vote per share on all matters submitted to a vote of shareholders, including the election of directors. There is no cumulative
voting in the election of directors. In the event of our liquidation or dissolution, holders of common stock are entitled to share
ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred
stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities
and there are no redemption provisions applicable to our common stock.
The
holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available
for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against
the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay
dividends on our common stock in the foreseeable future.
As
of April 1, 2020, we had 52,140,699 shares of common stock outstanding. In addition, as of that date, there were 1,084,229 shares
underlying our outstanding warrants and stock options.
Preferred
Stock
We
are authorized to issue 5,000,000 shares of “blank check” preferred stock with designations, rights and preferences
as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred
stock issued and outstanding.
Preferred
stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization
of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market
on which our stock is then listed or admitted or trading.
Our
Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility
in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying,
deferring or preventing a change in control of the Company. For a description of how future issuances of our preferred stock could
affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance
of “blank check” Preferred Stock,” below.
A
prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering.
Such prospectus supplement will include:
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the
title and stated or par value of the preferred stock;
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the
number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred
stock;
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the
dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
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whether
dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall
accumulate;
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the
provisions for a sinking fund, if any, for the preferred stock;
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any
voting rights of the preferred stock;
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the
provisions for redemption, if applicable, of the preferred stock;
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any
listing of the preferred stock on any securities exchange;
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the
terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the
conversion price or the manner of calculating the conversion price and conversion period;
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if
appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and
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any
other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
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DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common stock. Warrants may be issued independently or together with other securities and
may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement.
The following outlines some of the general terms and provisions of the warrants that we may issue from time to time. Additional
terms of the warrants and the applicable warrant agreement will be set forth in the applicable prospectus supplement.
The
following descriptions, and any description of the warrants included in a prospectus supplement, may not be complete and is subject
to and qualified in its entirety by reference to the terms and provisions of the applicable warrant agreement, which we will file
with the Commission in connection with any offering of warrants.
General
The
prospectus supplement relating to a particular issue of warrants will describe the terms of the warrants, including the following:
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the
title of the warrants;
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the
offering price for the warrants, if any;
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the
aggregate number of the warrants;
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the
terms of the security that may be purchased upon exercise of the warrants;
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if
applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued
with each security;
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if
applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
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the
dates on which the right to exercise the warrants commence and expire;
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if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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if
applicable, a discussion of material United States federal income tax considerations;
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anti-dilution
provisions of the warrants, if any;
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redemption
or call provisions, if any, applicable to the warrants; and
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any
additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the
warrants.
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Exercise
of warrants
Each
warrant will entitle the holder of the warrant to purchase the securities that we specify in the applicable prospectus supplement
at the exercise price that we describe in the applicable prospectus supplement. Holders may exercise warrants at any time up to
the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will be void. Holders may exercise warrants as set forth in the prospectus supplement
relating to the warrants being offered. Until a holder exercises the warrants to purchase any securities underlying the warrants,
the holder will not have any rights as a holder of the underlying securities by virtue of ownership of warrants.
DESCRIPTION OF UNITS
As specified in any applicable prospectus
supplement, we may issue units consisting of one or more warrants, debt securities, shares of preferred stock, shares of common
stock or any combination of such securities.
Transfer
Agent
We
have appointed Equity Stock Transfer as our transfer agent. Their contact information is: 237 West 37th Street, Suite 602, New
York, New York 10018, phone number (212) 575-5757.
CERTAIN
PROVISIONS OF DELAWARE LAW AND OF OUR CHARTER AND BYLAWS
Anti-takeover
Provisions
In
general, Section 203 of the Delaware General Corporation Law (the “DGCL”) prohibits a Delaware corporation with a
class of voting stock listed on a national securities exchange or held of record by 2,000 or more shareholders from engaging in
a “business combination” with an “interested shareholder” for a three-year period following the time that
this shareholder becomes an interested shareholder, unless the business combination is approved in a prescribed manner. A “business
combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit
to the interested shareholder. An “interested shareholder” is a person who, together with affiliates and associates,
owns, or did own within three years prior to the determination of interested shareholder status, 15% or more of the corporation’s
voting stock. Under Section 203, a business combination between a corporation and an interested shareholder is prohibited unless
it satisfies one of the following conditions:
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before
the shareholder became interested, the board of directors approved either the business combination or the transaction which
resulted in the shareholder becoming an interested shareholder;
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upon
consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee
stock plans, in some instances; or
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at
or after the time the shareholder became interested, the business combination was approved by the board of directors of the
corporation and authorized at an annual or special meeting of the shareholders by the affirmative vote of at least two-thirds
of the outstanding voting stock which is not owned by the interested shareholder.
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The
DGCL permits a corporation to opt out of, or choose not to be governed by, its anti-takeover statute by expressly stating so in
its original certificate of incorporation (or subsequent amendment to its certificate of incorporation or bylaws approved by its
shareholders). Our Certificate of Incorporation does not contain a provision expressly opting out of the application of Section
203 of the DGCL; therefore we are subject to the anti-takeover statute.
Issuance
of “Blank Check” Preferred Stock
Our
Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of “blank check” preferred stock with
designations, rights and preferences as may be determined from time to time by our Board of Directors. Our Board of Directors
is empowered, without shareholder approval, to issue a series of preferred stock with dividend, liquidation, conversion, voting
or other rights which could dilute the interest of, or impair the voting power of, our common shareholders. The issuance of a
series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example,
it would be possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could
impede the success of any attempt to effect a change in control of our Company.
Our
Bylaws also allow our Board of Directors to fix the number of directors. Our shareholders do not have cumulative voting in the
election of directors.
Special
Shareholder Meetings and Action by Written Consent
Under
our Bylaws, special meetings of the shareholders shall be held when directed by (i) the
Board of Directors, or (ii) when requested in writing by the holders of not less than 20 percent of all the shares entitled to
vote at the meeting. Our Bylaws do not permit meetings of shareholders to be called by any other person. This could have
the effect of delaying or preventing unsolicited takeovers and changes in control or changes in our management.
Indemnification
of Directors and Officers.
Section
145(a) of the DGCL, which Cocrystal is subject to, provides that a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the person’s conduct was unlawful. Section 145(b) of the DGCL provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was
a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including
attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action
or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper. To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and
(b) of the DGCL, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including
attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Any
indemnification under Section 145(a) and (b) of the DGCL (unless ordered by a court) shall be made by Cocrystal only as authorized
in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 145(a) and (b).
Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1)
by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or
(2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the
shareholders. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while
holding such office. We have entered into Indemnification Agreements with each director and executive officer.
Section
145 of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether
or not the corporation would have the power to indemnify such person against such liability under Section 145.
Article
11 of Cocrystal’s Certificate of Incorporation provides that directors and officers of the Company, and any persons serving
at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified to the fullest extent
permitted by the DGCL.
Cocrystal
carries directors and officers liability coverages designed to insure its officers and directors and those of its subsidiaries
against certain liabilities incurred by them in the performance of their duties, and also providing for reimbursement in certain
cases to Cocrystal and its subsidiaries for sums paid to directors and officers as indemnification for similar liability.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted
to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, Cocrystal has been advised
that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
Governing Law and Forum Selection
Article 12 of Cocrystal’s Certificate
of Incorporation provides that the internal affairs of the Company shall be governed by and interpreted under the laws of the
State of Delaware, excluding its conflict of laws principles, and that unless the Company consents in writing to the selection
of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative
action or proceeding brought on behalf of the Company, (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 shareholders,
(iii) any action asserting a claim arising pursuant to any provision of the DGCL or 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.
Article 12 of the Company’s Certificate
of Incorporation has the effect of requiring parties bringing actions concerning the Company’s internal affairs, including
actions brought by the Company’s shareholders, to litigate such matters in the Delaware Court of Chancery, to the extent
such exclusive jurisdiction is permitted under applicable law. As such, shareholders of the Company seeking to bring a claim regarding
the internal affairs of the Company may be subject to increased costs associated with litigating in Delaware as opposed to their
home state or other forum, precluded from bringing such a claim in a forum they otherwise consider to be more favorable, and discouraged
from bringing such claims as a result of the foregoing or other factors related to forum selection.
Article 12 of the Company’s Certificate
of Incorporation does not provide the Delaware Court of Chancery with jurisdiction over matters for which federal courts have
exclusive jurisdiction, such as suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations
promulgated thereunder. Based on a case brought against Facebook, Inc. and its directors in a federal district court in California,
the Company believes that Article 12 will effect a claim made under the DGCL that is combined with a claim made under the Exchange
Act by causing the DGCL claim and the Exchange Act claim to be separated between the courts having jurisdiction over the respective
claims. However, because the case in question was decided by a federal district court, its ruling is not binding on any other
courts, and we cannot assure you that other courts will rule the same way.
Additionally, 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. As such, there is some uncertainty as to the effect that
Article 12 of our Certificate of Incorporation would have when a claim under the DGCL is combined with a claim under the Securities
Act, and in such a case Article 12 may cause the DGCL claim and the Securities Act claim to be separated between the courts having
jurisdiction over the respective claims, or alternatively it may cause the DGCL claim and the Securities Act claim to be consolidated
in the Delaware Court of Chancery.
Because Article 12 of our Certificate of
Incorporation may have the effect of severing certain causes of action between federal and state courts, shareholders seeking
to assert such claims face the risk of increased litigation expenses arising from litigating multiple related claims in two separate
courts, and shareholders may be discouraged from bringing all or some of these claims as a result. Notwithstanding the foregoing,
the Company’s shareholders will not be deemed to have waived the Company’s compliance obligations with respect to
the federal securities laws, including the Exchange Act and the Securities Act, or the rules and regulations promulgated thereunder.
PLAN
OF DISTRIBUTION
We
may sell the securities offered by this prospectus from time to time in one or more transactions, including without limitation:
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through
underwriters or brokers;
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●
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directly
to purchasers;
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in
a rights offering;
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●
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in
“at-the-market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act to or through a market maker
or into an existing trading market on an exchange or otherwise;
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through
agents;
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in
block trades;
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through
a combination of any of these methods; or
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●
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through
any other method permitted by applicable law and described in a prospectus supplement.
|
In
addition, we may issue the securities as a dividend or distribution to our existing stockholders or other security holders.
The
prospectus supplement with respect to any offering of securities will include the following information:
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the
terms of the offering;
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●
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the
names of any underwriters or agents;
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the
name or names of any managing underwriter or underwriters;
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the
purchase price or initial public offering price of the securities;
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the
net proceeds from the sale of the securities;
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any
delayed delivery arrangements;
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any
discounts or concessions allowed or re-allowed or paid to brokers;
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any
commissions paid to agents; and
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any
securities exchange on which the securities may be listed.
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Sale
through Underwriters or Brokers
If
underwriters are used in the sale, the underwriters may resell the securities from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may
offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly
by one or more firms acting as underwriters. Unless we inform you otherwise in the applicable prospectus supplement, the obligations
of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to
purchase all of the offered securities if they purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or re-allowed or paid to brokers.
We
will describe the name or names of any underwriters, brokers or agents and the purchase price of the securities in a prospectus
supplement relating to the securities.
In
connection with the sale of the securities, underwriters may receive compensation from us or from purchasers of the securities,
for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to
or through brokers, and these brokers may receive compensation in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agents, which is not expected to exceed that customary in the
types of transactions involved. Underwriters, brokers and agents that participate in the distribution of the securities may be
deemed to be underwriters, and any discounts or commissions they receive from us, and any profit on the resale of the securities
they realize may be deemed to be underwriting discounts and commissions, under the Securities Act. The prospectus supplement will
identify any underwriter or agent and will describe any compensation they receive from us.
Underwriters
could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an
“at-the-market” offering, sales made directly on The Nasdaq Capital Market, the existing trading market for our shares
of common stock, or sales made to or through a market maker other than on The Nasdaq Capital Market. The name of any such underwriter
or agent involved in the offer and sale of our securities, the amounts underwritten, and the nature of its obligations to take
our securities will be described in the applicable prospectus supplement.
Unless
otherwise specified in the prospectus supplement, each series of the securities will be a new issue with no established trading
market, other than our shares of common stock, which are currently traded on The Nasdaq Capital Market. It is possible that one
or more underwriters may make a market in a series of the securities, but underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. Therefore, we can give no assurance about the liquidity of the trading
market for any of the securities.
Under
agreements we may enter into, we may indemnify underwriters, brokers, and agents who participate in the distribution of the securities
against certain liabilities, including liabilities under the Securities Act, or contribute with respect to payments that the underwriters,
brokers or agents may be required to make.
Any
compensation we pay underwriters or brokers will be subject to the guidelines of the Financial Industry Regulatory Authority,
Inc. We will disclose the compensation in any applicable prospectus supplement or pricing supplement, as the case may be.
To
facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize,
maintain, or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities,
which involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances,
these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their
over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for
or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to brokers participating
in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The
effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might
otherwise prevail in the open market. These transactions may be discontinued at any time.
From
time to time, we may engage in transactions with these underwriters, brokers, and agents in the ordinary course of business.
Direct
Sales and Sales through Agents
We
may sell the securities directly. In this case, no underwriters or agents would be involved. We also may sell the securities through
agents designated by us from time to time. In the applicable prospectus supplement, we will name any agent involved in the offer
or sale of the offered securities, and we will describe any commissions payable to the agent. Unless we inform you otherwise in
the applicable prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period
of its appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any sale of those securities. We will describe the terms of any sales of these securities
in the applicable prospectus supplement.
Remarketing
Arrangements
Securities
also may be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms,
acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its
agreements, if any, with us and its compensation will be described in the applicable prospectus supplement.
Delayed
Delivery Contracts
If
we so indicate in the applicable prospectus supplement, we may authorize agents, underwriters or brokers to solicit offers from
certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These
contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those
conditions described in the applicable prospectus supplement. The applicable prospectus supplement will describe the commission
payable for solicitation of those contracts.
General
Information
We
may have agreements with the underwriters, brokers, agents and remarketing firms to indemnify them against certain civil liabilities,
including liabilities under the Securities Act, or to contribute with respect to payments that the underwriters, brokers, agents
or remarketing firms may be required to make. Underwriters, brokers, agents and remarketing firms may be customers of, engage
in transactions with or perform services for us in the ordinary course of their businesses.
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for us by Nason, Yeager, Gerson, Harris & Fumero, P.A., Palm
Beach Gardens, Florida.
EXPERTS
The
consolidated financial statements as of December 31, 2019 and 2018 incorporated by reference in this prospectus have been so incorporated
in reliance on the report of Weinberg & Company.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
documents listed below are incorporated by reference into this prospectus:
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Our
annual report on Form 10-K for the year ended December 31, 2019 filed on March 27, 2020; and
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Our
current report on Form 8-K filed on January 29, 2020, January 31, 2020, February 24, 2020, March 4, 2020, March 13, 2020,
March 30, 2020, April 20, 2020 and April 22, 2020 (other than current reports furnished under Item 2.02 or Item
7.01 of Form 8-K and exhibits that are related to such item); and
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The
description of our common stock contained in our Registration Statement on Form 8-A (File No. 001-38418), filed under Section
12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) on March 9, 2018, including any subsequent amendment
or report filed for the purpose of amending such description; and
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All
documents subsequently filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of
the offering, other than information furnished pursuant to Items 2.02 and 7.01 of Form 8-K and any related exhibits, shall
be deemed to be incorporated by reference into the prospectus.
|
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus is modified or superseded
for purposes of the prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information
that has been incorporated by reference in this prospectus but not delivered with the prospectus.
We
are an Exchange Act reporting company and are required to file periodic reports on Form 10-K and 10-Q and current reports on Form
8-K. The Commission maintains an internet website that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission, including Cocrystal at www.sec.gov. You may also access our Exchange
Act reports and proxy statements free of charge at our website, www.cocrystalpharma.com.
You
may obtain a copy of any of our filings, at no cost, by contacting us at:
19805
N. Creek Parkway
Bothell,
WA 98011
(786)
459-1831
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Other
Expenses of Issuance and Distribution.
The
following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities
being registered hereunder. All of the amounts shown are estimates, except for the Commission Registration Fees.
Commission
registration fees
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$
|
4,069.43
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|
Printing
expenses
|
|
$
|
(1)
|
|
Accounting
fees and expenses
|
|
$
|
(1)
|
|
Legal
fees and expenses
|
|
$
|
(1)
|
|
Miscellaneous
|
|
$
|
(1)
|
|
Total
|
|
$
|
(1)
|
|
(1)
These fees are dependent on the type and number of securities offered and cannot be determined at this time. Additional information
regarding estimated fees and expenses will be provided at the time that such information is required to be included in a prospectus
supplement.
Indemnification
of Directors and Officers.
Section
145(a) of the DGCL, which Cocrystal is subject to, provides that a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the person’s conduct was unlawful. Section 145(b) of the DGCL provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was
a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including
attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action
or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper. To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and
(b) of the DGCL, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including
attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Any
indemnification under Section 145(a) and (b) of the DGCL (unless ordered by a court) shall be made by Cocrystal only as authorized
in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 145(a) and (b).
Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1)
by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or
(2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the
shareholders. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while
holding such office.
Section
145 of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether
or not the corporation would have the power to indemnify such person against such liability under Section 145.
Article
11 of Cocrystal’s Certificate of Incorporation provides that directors and officers of the Company, and any persons serving
at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified to the fullest extent
permitted by the DGCL.
Cocrystal
carries directors and officers liability coverages designed to insure its officers and directors and those of its subsidiaries
against certain liabilities incurred by them in the performance of their duties, and also providing for reimbursement in certain
cases to Cocrystal and its subsidiaries for sums paid to directors and officers as indemnification for similar liability.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, Cocrystal has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Exhibits
and Financial Statement Schedules.
Exhibit
No.
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Description
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1.1
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Form
of Underwriting Agreement*
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3.1
|
|
Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to Form 10-Q filed on August 9, 2018)
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3.2
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Bylaws (incorporated by reference to Exhibit 3.4 to Form 8-K filed on December 1, 2014)
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4.1
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Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to Form S-3 filed on August 14, 2015)
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4.2
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Specimen
Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock*
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4.3
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Form
of Warrant Agreement and Warrant Certificate*
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5.1
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Legal Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A.
|
23.1
|
|
Consent
of Weinberg & Company**
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23.2
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Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A. (included in Exhibit 5.1)
|
*
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To be filed by amendment or by Current Report on Form 8-K.
|
**
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Previously filed.
|
Undertakings
The
undersigned registrant hereby undertakes:
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change in such information in the registration statement;
provided,
however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or
is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)
Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date.
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The
undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, has duly caused this registration statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Bothell, State of Washington, on May 4, 2020.
|
Cocrystal
Pharma, Inc.
|
|
|
|
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By:
|
/s/
Gary Wilcox
|
|
|
Gary
Wilcox
|
|
|
Chief
Executive Officer
|
In
accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/
Gary Wilcox
|
|
Chief
Executive Officer and Chairman of the Board (Principal Executive Officer)
|
|
May 4, 2020
|
Gary
Wilcox
|
|
|
/s/
James Martin
|
|
Chief
Financial Officer (Principal
|
|
May 4, 2020
|
James
Martin
|
|
Financial
Officer and Principal Accounting Officer)
|
|
|
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|
|
/s/
Phillip Frost
|
|
Director
|
|
May 4, 2020
|
Phillip
Frost
|
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|
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|
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|
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/s/
Anthony Japour
|
|
Director
|
|
May 4, 2020
|
Anthony
Japour
|
|
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/s/
Roger Kornberg
|
|
Director
|
|
May 4, 2020
|
Roger
Kornberg
|
|
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|
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/s/
Steven Rubin
|
|
Director
|
|
May 4, 2020
|
Steven
Rubin
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|
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|
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