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 22, 2020

Cocrystal Pharma, Inc.

(Exact name of registrant as specified in its charter)

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:

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:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On June 22, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of Cocrystal Pharma, Inc. (the “Company”) approved the following increases in the base salary of the Company’s executive officers effective June 1, 2020: (i) the annual base salary of the Chief Executive Officer was increased from $200,000 to $315,000; (ii) the annual base salary of the President was increased from $260,000 to $315,000; and (iii) the annual base salary of the Chief Financial Officer was increased from $230,000 to $315,000.

Additionally, the Committee approved executive bonuses ranging from $20,000 to $80,000, and a grant of 200,000 incentive stock options to the Chief Executive Officer, 100,000 incentive stock options to the President and 150,000 incentive stock options to the Chief Financial Officer. The options are ten-year incentive stock options exercisable at $1.33 per share vesting as follows: ½ on the one-year anniversary of the grant date and the remainder in eight equal quarterly installments with the first such quarterly installment vesting on September 30, 2021.

SIGNATURE

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.