UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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).
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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 | ||
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2022, the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) of Cocrystal Pharma, Inc. (the “Company”) was held. At the 2022 Annual Meeting, the Company’s stockholders voted on (i) the election of five members of the Company’s Board of Directors for a one-year term expiring at the next annual meeting of stockholders (Proposal 1); (ii) ratification of the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 2); (iii) approval of an amendment to the Certificate of Incorporation of the Company to effect a reverse stock split of all outstanding shares of the Company’s common stock at a ratio to be determined by the Board of Directors within a range of one-for-four through one-for-12 (Proposal 3); and (iv) approval of an adjournment of the 2022 Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the 2022 Annual Meeting, all as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2022.
Set forth below are the voting results on each matter submitted to the stockholders at the 2022 Annual Meeting.
Proposal 1. The Company’s stockholders voted to elect the following five individuals as directors to hold office until the next annual meeting of stockholders:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Mr. Roger Kornberg | 36,205,765 | 11,524,660 | 19,336,908 | |||||||||
| Dr. Phillip Frost | 34,778,872 | 12,951,553 | 19,336,908 | |||||||||
| Mr. Steven Rubin | 28,379,767 | 19,350,658 | 19,336,908 | |||||||||
| Dr. Anthony Japour | 26,490,380 | 21,240,045 | 19,336,908 | |||||||||
| Mr. Richard C. Pfenniger, Jr. | 32,390,459 | 15,339,966 | 19,336,908 | |||||||||
Proposal 2. The Company’s stockholders voted to ratify the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
| Votes For | Votes Against | Abstentions | ||||||||
| 55,742,618 | 4,848,473 | 6,476,242 | ||||||||
Proposal 3. The Company’s stockholders voted to approve an amendment to the Certificate of Incorporation of the Company to effect a reverse stock split of all outstanding shares of our common stock at a ratio to be determined by the Board of Directors within a range of one-for-four through one-for-12.
| Votes For | Votes Against | Abstentions | ||||||||
| 55,621,903 | 11,019,514 | 425,916 | ||||||||
As there were sufficient votes to approve proposals 1 through 3, proposal 4 was moot.
SIGNATURES
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: May 20, 2022 | By: | /s/ James Martin |
| Name: | James Martin | |
| Title: | Co-Interim Chief Executive Officer and Chief Financial Officer | |
Cover |
May 18, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 18, 2022 |
| Entity File Number | 001-38418 |
| Entity Registrant Name | Cocrystal Pharma, Inc. |
| Entity Central Index Key | 0001412486 |
| Entity Tax Identification Number | 35-2528215 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 19805 N. Creek Parkway |
| Entity Address, City or Town | Bothell |
| Entity Address, State or Province | WA |
| Entity Address, Postal Zip Code | 98011 |
| City Area Code | (786) |
| Local Phone Number | 459-1831 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | COCP |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |