UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2015
Cocrystal Pharma, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-55158
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20-5978559
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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19805 North Creek Parkway
Bothell, WA
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98011
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (425) 398-7178
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 29, 2015, Cocrystal Pharma, Inc. (the “Company”) held its Annual Meeting of Shareholders at which the Company’s shareholders elected the members of the Company’s board of directors to serve until the Company’s next Annual Meeting of Shareholders and voted on a number of additional proposals which were described in greater detail in the Company’s definitive proxy materials filed with the Securities and Exchange Commission on June 1, 2015. Voting results are as follows:
Proposal 1. Election of Directors
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Dr. Raymond Schinazi
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468,308,366
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317,840
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46,531,871
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Dr. Gary Wilcox
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468,542,256
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83,950
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46,531,871
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Mr. Jeffrey Meckler
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468,542,162
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84,044
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46,531,871
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Dr. David Block
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468,543,081
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83,125
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46,531,871
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Dr. Phillip Frost
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468,277,716
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348,490
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46,531,871
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Dr. Jane Hsiao
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468,264,165
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362,041
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46,531,871
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Mr. Steven Rubin
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468,273,041
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353,165
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46,531,871
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Each director nominated was elected by over 99% of the votes cast.
Proposal 2. Approval and Ratification of the 2015 Equity Incentive Plan
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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467,062,361
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1,312,002
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251,843
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46,531,871
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The 2015 Equity Incentive Plan was approved and ratified by over 99% of the votes cast.
Proposal 3. Approval of Reverse Stock Split
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Split Ratio
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Votes For
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Votes Against
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Abstentions
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1 for 5
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511,571,910
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3,175,782
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410,385
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1 for 8
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490,933,059
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13,009,339
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11,215,679
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Between 1 for 5
and 1 for 8
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491,952,718
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11,970,204
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11,235,155
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Each proposed split ratio was approved a number of votes representing over a majority of shares outstanding.
Proposal 4. Shareholder Advisory Vote on Named Executive Officer Compensation
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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467,678,052
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648,551
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299,603
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46,531,871
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The shareholder advisory vote on executive compensation was approved by over 99% of the votes cast.
Proposal 5. Shareholder Advisory Vote on Frequency of Advisory Vote
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1 Year
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2 Years
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3 Years
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Abstentions
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4,736,844
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2,530,095
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461,158,353
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200,914
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Over 98% of the votes cast by shareholders were in favor of a three-year frequency for shareholder advisory votes on executive compensation.
Proposal 6. Ratification of the Appointment of BDO USA, LLP as Company’s Independent Registered Public Accounting Firm for Fiscal Year 2015
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Votes For
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Votes Against
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Abstentions
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513,812,814
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415,722
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929,541
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BDO USA, LLP was ratified as the Company’s independent registered public accounting firm by over 99% of the votes cast.
Pursuant to the requirements 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.
Cocrystal Pharma, Inc.
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Date: July 2, 2015
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By: /s/ Jeffrey Meckler
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Name: Jeffrey Meckler
Title: Chief Executive Officer