Schedule 13G

NAME OF REPORTING PERSON

OPKO Health, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

0001193125-17-165049.txt : 20170510 0001193125-17-165049.hdr.sgml : 20170510 20170510074432 ACCESSION NUMBER: 0001193125-17-165049 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170510 DATE AS OF CHANGE: 20170510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cocrystal Pharma, Inc. CENTRAL INDEX KEY: 0001412486 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 352528215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87608 FILM NUMBER: 17828498 BUSINESS ADDRESS: STREET 1: 1860 MONTREAL ROAD CITY: TUCKER STATE: GA ZIP: 30084 BUSINESS PHONE: (425) 398-7178 MAIL ADDRESS: STREET 1: 1860 MONTREAL ROAD CITY: TUCKER STATE: GA ZIP: 30084 FORMER COMPANY: FORMER CONFORMED NAME: BIOZONE PHARMACEUTICALS, INC. DATE OF NAME CHANGE: 20110304 FORMER COMPANY: FORMER CONFORMED NAME: International Surf Resorts, Inc. DATE OF NAME CHANGE: 20070917 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Opko Health, Inc. CENTRAL INDEX KEY: 0000944809 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 752402409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BLVD. CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-575-4138 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD. CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: eXegenics Inc DATE OF NAME CHANGE: 20040505 FORMER COMPANY: FORMER CONFORMED NAME: EXEGENICS INC DATE OF NAME CHANGE: 20011114 FORMER COMPANY: FORMER CONFORMED NAME: CYTOCLONAL PHARMACEUTICS INC /DE DATE OF NAME CHANGE: 19950503 SC 13G 1 d395285dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)

AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Cocrystal Pharma, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

19188J102

(CUSIP Number)

April 20, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).


Schedule 13G

CUSIP No. 19188J102		PAGE 2 of 6

*	See Item 4 below.


Schedule 13G

CUSIP No. 19188J102		PAGE 3 of 6

Explanatory Note

OPKO Health, Inc. (“OPKO”) initially reported its holdings in Cocrystal Pharma, Inc. on a Schedule 13D filed on December 5, 2014 (the “Original Schedule 13D”). The Original Schedule 13D was filed pursuant to a Joint Filing Agreement, by and among OPKO, Raymond F. Schinazi, Phillip Frost, M.D., Frost Gamma Investments Trust, Bracrystal Pharmaceuticals, LLC, Gary Wilcox, Roger Kornberg, Sam Lee, and Steven D. Rubin. OPKO has determined it is eligible to report its holdings on a Schedule 13G and is filing this Schedule 13G solely on its behalf.

ITEM 1(a). NAME OF ISSUER:

Cocrystal Pharma, Inc.

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

1860 Montreal Road

Tucker, Georgia 30084

ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:

(a)

Name of Person filing: OPKO Health, Inc.

(b)

Address of Principal Business Office: 4400 Biscayne Blvd., Miami, FL 33137

(c)

Citizenship: Delaware

ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share

ITEM 2(e). CUSIP NUMBER: 19188J102

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:


(a)	☐	Broker or dealer registered under Section 15 of the Act;

(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

(c)	☐	Insurance Company as defined in Section 3(a)(19) of the Act;

(d)	☐	Investment Company registered under Section 8 of the Investment Company Act of 1940;

(e)	☐	Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E);

(f)	☐	Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

(g)	☐	Parent Holding Company, in accordance with Rule 13d- 1(b(ii)(G);

(h)	☐	Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	☐	Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


Schedule 13G

CUSIP No. 19188J102		PAGE 4 of 6

ITEM 4. OWNERSHIP.

(a) Amount beneficially owned:

63,634,259*

(b) Percent of class: 8.7%**


(i)		sole power to vote or to direct the vote:

		63,634,259*

(ii)		shared power to vote or to direct the vote: 0

(iii)		sole power to dispose or to direct the disposition of:

		63,634,259*

(iv)		shared power to dispose or to direct the disposition of: 0

*	This includes (i) 27,741,018 shares of Common Stock, (ii) 34,893,241 shares of Common Stock issuable upon conversion of the Issuer’s Series B Preferred Stock, and (iii) 1,000,000 shares underlying warrants; representing 8.7% of the voting power of the Issuer’s securities in the aggregate.

As of the close of business on April 27, 2017, the total number of issued and outstanding Common Stock of the Issuer was 727,000,000, which was provided by the Issuer. The percentage set forth in sub clause (b) above and on Row (11) of the cover page for the Reporting Person is based on the Issuer’s outstanding Common Shares and assumes the acquisition of shares underlying warrants.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.


Schedule 13G

CUSIP No. 19188J102		PAGE 5 of 6

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: N/A

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: N/A

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: N/A

ITEM 9. NOTICE OF DISSOLUTION OF GROUP: N/A

ITEM 10. CERTIFICATION.

The Reporting Person hereby makes the following certification:

By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and not held in connection with or as a participant in any transaction having that purpose or effect.


Schedule 13G

CUSIP No. 19188J102		PAGE 6 of 6

SIGNATURES

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