SEC Form SC 13D/A filed by Cocrystal Pharma Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Cocrystal Pharma, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

19188J409

(CUSIP Number)

Phillip Frost, M.D.

Frost Gamma Investments Trust

4400 Biscayne Boulevard

Miami, Florida 33137

(305) 575-6015

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 4, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

EXPLANATORY NOTE

This Amendment No. 5 on Schedule 13D/A (this “Amendment”) is being filed with the Securities and Exchange Commission (the “SEC”) on behalf of the Reporting Persons (as defined below) and relates to the common stock, par value $0.001 per share, of Cocrystal Pharma, Inc. (the “Issuer”). This Amendment is being filed as a result of a change in the Reporting Person’s beneficial ownership of the common stock, and in the total number of shares of the Issuer’s issued and outstanding common stock and, where so stated, amends and supplements Amendment No. 4 to the Schedule 13D and all previous filings on Schedule 13D.

This Amendment to Schedule 13D relates to the common stock, par value $0.001 per share, of Cocrystal Pharma, Inc., a Delaware corporation. The Issuer’s principal executive offices are located at 19805 North Creek Parkway, Bothell, WA 98011.

(a) This Amendment is filed on behalf of Phillip Frost, M.D. and FGIT (together, the “Reporting Persons”).

(b) The principal business address of the Reporting Persons is 4400 Biscayne Boulevard, Miami, Florida 33137.

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Except as described below, during the last five years, none of the Reporting Persons (or their directors, officers, or controllers, if applicable) have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

In January 2019, the Reporting Persons were permanently enjoined from violating certain provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 and rules thereunder. These injunctions were previously disclosed in the May 2019 Schedule 13D.

(f) Dr. Frost is a citizen of the United States of America. FGIT was organized in the State of Florida.

FGIT entered into a Securities Purchase Agreement with the Issuer whereby FGIT purchased 1,015,229 shares of the Issuer’s common stock for a total purchase price of $2,000,000.

The Reporting Persons acquired the shares of common stock for investment purposes. On April 4, 2023, FGIT entered into a Securities Purchase Agreement with the Issuer whereby FGIT purchased 1,015,229 shares of the Issuer’s common stock for a total purchase price of $2,000,000.

These securities are held by FGIT, of which Phillip Frost, MD is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation. Dr. Frost disclaims beneficial ownership of the securities held by FGIT except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Dr. Frost is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Dr. Frost is the beneficial owner of 1,332,608 shares of common stock representing 13.1% of the shares outstanding of the Issuer, including (i) 1,319,838 shares of common stock held by FGIT, and (ii) 12,770 shares of common stock issuable upon exercise of vested options. Dr. Frost is the trustee of FGIT. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. Dr. Frost is the sole shareholder of Frost-Nevada Corporation, which is the sole shareholder of Frost Gamma, Inc., the general partner of Frost Gamma Limited Partnership. As a result of the foregoing, Dr. Frost may be deemed the beneficial owner of the shares of common stock held by FGIT. Dr. Frost disclaims beneficial ownership of the securities held by FGIT except to the extent of any pecuniary interest therein.

Dr. Frost has sole dispositive power with respect to 12,770 shares of common stock issuable upon exercise of vested options.

Not applicable.

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.