SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2019
Cocrystal Pharma, Inc.
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction
19805 N. Creek Parkway
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (786) 459-1831
(Former name or former address, if changed since last report.):
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:
|[ ]||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol(s)||Name of each exchange on which registered|
Nasdaq Stock Market LLC|
(The Nasdaq Capital Market)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
To the extent required by Item 5.02(e), the information contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 21, 2019, the 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) of Cocrystal Pharma, Inc. (the “Company”) was held. At the 2019 Annual Meeting, the Company’s stockholders voted on (i) the election of six members of the Company’s Board of Directors for a one-year term expiring at the next annual meeting of stockholders (Proposal 1); (ii) approval of an amendment to the Cocrystal Pharma, Inc. 2015 Equity Incentive Plan (the “Plan”) to increase the number of authorized shares under the Plan by 2,294,762 shares of common stock to a total of 5,000,000 shares of common stock (Proposal 2); and (iii) ratification of the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal 3), as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2019.
Set forth below are the voting results on each matter submitted to the stockholders at the 2019 Annual Meeting.
Proposal 1. The Company’s stockholders voted to elect the following six individuals as directors to hold office until the next annual meeting of stockholders:
|Nominee||Votes For||Votes Withheld||Broker Non-Votes|
|Dr. Gary Wilcox||22,171,879||11,487||4,177,938|
|Mr. Todd Brady||22,172,545||10,821||4,177,938|
|Dr. Phillip Frost||21,460,606||722,760||4,177,938|
|Dr. Jane Hsiao||21,571,155||612,211||4,177,938|
|Dr. Anthony Japour||22,171,875||11,491||4,177,938|
|Mr. Steven Rubin||21,014,544||1,168,822||4,177,938|
Proposal 2. The Company’s stockholders voted to approve an amendment to the Plan to increase the number of authorized shares under the Plan by 2,294,762 shares of common stock to a total of 5,000,000 shares of common stock.
|Votes For||Votes Against||Abstentions||Broker Non-Votes|
Proposal 3. The Company’s stockholders voted to ratify the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
|Votes For||Votes Against||Abstentions|
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 hereunto duly authorized.
|Cocrystal Pharma, Inc.|
|Date: June 25, 2019||By:||/s/ James Martin|
|Title:||Chief Financial Officer|