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): April 15, 2020
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.
(b) and (d)
On April 15, 2020, Dr. Jane Hsiao notified the Board of Directors (the “Board”) of Cocrystal Pharma, Inc. (the “Company”) that she was resigning as a director, effective immediately. Dr. Hsiao served on the Compensation Committee and chaired the Corporate Governance and Nominating Committee of the Board.
On April 15, 2020, the Board elected Dr. Roger Kornberg, Chairman of the Company’s Scientific Advisory Board, as a director to fill the vacancy on the Board, effective immediately following Dr. Hsiao’s resignation. Dr. Kornberg was also appointed a member of the Compensation Committee and the Corporate Governance and Nominating Committee of the Board. There was no arrangement or understanding between Dr. Kornberg and any other persons pursuant to which Dr. Kornberg was selected as a director and there are no related party transactions between the Company and Dr. Kornberg 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.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press Release issued by Cocrystal Pharma, Inc. on April 20, 2020|
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: April 20, 2020||/s/ James Martin|
|Chief Financial Officer|