Form 8-K

8-K — Cocrystal Pharma, Inc.

Accession: 0001493152-26-035743

Filed: 2026-08-03

Period: 2026-07-31

CIK: 0001412486

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001412486

2026-07-31

iso4217:USD

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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): July 31, 2026

Cocrystal

Pharma, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-38418

35-2528215

(State

or other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

19805

N. Creek Parkway

Bothell,

98011

(Address of principal executive

offices)

(Zip Code)

Registrant’s

telephone number, including area code: (877) 262-7123

(Former

name or former address, if changed since last report.): n/a

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 ☐

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

Common Stock

COCP

The

Nasdaq Stock Market, LLC

(The

Nasdaq Capital Market)

Item

1.01 Entry into Material Definitive Agreement.

July 31, 2026, Cocrystal Pharma, Inc. (the “Company” or “Cocrystal”) entered into a Securities Purchase Agreement

(“SPA”) with OPKO Health, Inc., an accredited investor (the “Purchaser”), pursuant to which the Company sold

and issued to the Purchaser a total of 5,474,053 shares of the Company’s common stock at a purchase price of $0.9134 per share,

the Nasdaq Consolidated Bid Price on the trading day of closing, resulting in gross proceeds to the Company of $5.0 million.

Dr.

Phillip Frost, Charman and Chief Executive Officer of the Purchaser, is co-founder, director and principal stockholder of the Company.

The

Company intends to use the net proceeds from this offering, after deducting offering expenses, for the advancement of its preclinical

and clinical drug candidate programs, and for general corporate purposes and working capital.

The

foregoing description of the terms of the SPA and the transactions contemplated thereby does not purport to be complete and is qualified

in its entirety by reference to the form of the SPA, a copy of which is incorporated by reference as Exhibit 10.1 to this Current Report

on Form 8-K.

Item

3.02 Unregistered Sale of Equity Securities.

The

information contained in Item 1.01 is incorporated by reference into this Item 3.02. The sale of shares was exempt from registration

based upon Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder. The Purchaser is an

accredited investor and acquired the shares for investment.

Item

7.01 Regulation FD Disclosure.

August 3, 2026, the Company issued a press release announcing the private placement described above in Item 1.01. A copy of the press

release is furnished as Exhibit 99.1.

The

information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed

to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Description

10.1

Form of Securities Purchase Agreement

99.1

Press Release Dated August 3, 2026

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

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: August 3, 2026

By:

/s/

James Martin

Name:

James Martin

Title:

Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

THIS

SECURITIES PURCHASE AGREEMENT (the “Agreement”) entered into as of this ____ day of July, 2026 (the “Effective

Date”) by and between OPKO Health, Inc., a Delaware corporation (the “Purchaser”), and Cocrystal Pharma,

Inc., a Delaware corporation (“COCP”) (collectively, the Purchaser and COCP are the “Parties”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended

(the “Securities Act”), and Rule 506(b) promulgated thereunder, the Company desires to issue and sell to the Purchaser,

and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement; and

WHEREAS,

this Agreement contemplates a transaction in which the Purchasers will purchase from COCP, and COCP will sell to the Purchaser shares

of COCP’s common stock (the “Common Stock”) on the terms contained below.

NOW,

THEREFORE, in consideration of the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, the Parties hereto agree as follows:

Sale and Purchase.

1,1

Sale of Shares. COCP agrees to sell and the Purchaser agrees to purchase a number of shares of Common Stock on the signature page

to this Agreement, at a price per share equal to $[__] (the “Purchase Price”). The Purchase Price shall be at least

equal to the Nasdaq Consolidated Bid Price of the Common Stock as specified below. The Nasdaq Consolidated Bid Price shall be determined

as of the Trading Day of the closing if the closing is after 4:00 Eastern Time or otherwise it shall be determined on the prior Trading

Day. As used in this Agreement, “Trading Day” means a day on which The Nasdaq Capital Market is open for business

for at least four and one-half hours. See Exhibit A for wire transfer instructions.

1.2

Delivery of Shares. COCP shall deliver or cause to be delivered to the Purchaser, a copy of the irrevocable instructions to the

current transfer agent of COCP, instructing such transfer agent to deliver, a certificate evidencing the number of shares of being purchased

by the Purchaser hereunder, registered in the name of the Purchaser, or , at the election of the Purchaser, evidence of the issuance

of such shares hereunder as held in DRS book-entry form by the transfer agent and registered in the name of the Purchaser, which evidence

shall be reasonably satisfactory to the Purchaser.

Representations and Warranties of COCP. As an inducement to the Purchaser to enter into this Agreement and consummate the

transaction contemplated hereby, COCP hereby makes the following representations and warranties, each of which is materially true and

correct on the date hereof:

2.1

Organization. COCP is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware

and is duly authorized to conduct business as currently conducted.

2.2

Authority. COCP has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. No

further approval or authority of the shareholders or the Board of Directors of COCP will be required for the issuance and sale of the

shares of Common Stock to be sold by COCP as contemplated herein. This Agreement constitutes the valid and legally binding obligation

of COCP, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements

contemplated hereby have been duly authorized by COCP.

2.3

Non-Contravention. The execution and delivery of this Agreement by COCP and the observance and performance of the terms and provisions

contained herein do not constitute a violation or breach of any applicable law, or any provision of any other contract or instrument

to which COCP is a party or by which it is bound, or any order, writ, injunction, decree, statute, rule, by-law or regulation applicable

to COCP.

2.4

Issuance of the Shares. The shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be

duly and validly issued, fully paid and nonassessable, free and clear of all pledges, liens or encumbrances. The shares of Common Stock

being sold hereunder have been approved for listing on the Nasdaq Capital Market subject to official notice of issuance and will be listed

on the Nasdaq Capital Market.

2.4

Litigation. There are no actions, suits, or proceedings pending or, to the best of COCP’s knowledge, threatened, which could

in any manner restrain or prevent COCP from effectually and legally selling the Common Stock pursuant to the terms and provisions of

this Agreement. COCP is not a party to any litigation except as has been disclosed in its Form 10-K filed with the Securities and Exchange

Commission (the “SEC”) for the year ended December 31, 2025.

2.5

Brokers’ Fees. COCP has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect

to the transactions contemplated by this Agreement.

2.6

Reporting Company. COCP is a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange

Act of 1934 (the “Exchange Act”) and has a class of common stock registered pursuant to Section 12(b) of the Exchange

Act which is listed on The Nasdaq Capital Market.

2.7

SEC Reports. Since January 1, 2014, none of the reports filed by COCP under the Exchange Act with the SEC contained any material

statements which were not true and correct or omitted to state any statements of material fact necessary in order to make the statements

made not misleading.

2.8

Outstanding Common Stock. All issued and outstanding shares of common stock of COCP have been duly authorized and validly issued

and are fully paid and non-assessable.

2.9

No Material Adverse Change. Since March 31, 2025, except as disclosed in reports of COCP filed with the SEC, there has not been

individually or in the aggregate a Material Adverse Change with respect to COCP. For the purposes of this Agreement, “Material

Adverse Change” means any event, change or occurrence which, individually or together with any other event, change, or occurrence,

could result in a material adverse change on COCP or material adverse change on its business, assets, prospects, financial condition,

or results of operations. Provided, however, a Material Adverse Change does not exist solely because (i) there are changes

in the economy, credit markets or capital markets, or (ii) changes generally affecting the industry in which COCP operates.

Representations and Warranties of the Purchaser. As an inducement to COCP to enter into this Agreement and to consummate

the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially

true and correct on the date hereof and will be materially true and correct on the closing date:

3.1

Authority. The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution,

delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser.

3.2

Non-Contravention. The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms

and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable

law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ,

injunction, decree statute, rule or regulation applicable to it.

3.3

Litigation There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened,

which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Common Stock pursuant to the

terms and provisions of this Agreement.

3.4

Brokers’ Fees. The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with

respect to the transactions contemplated by this Agreement.

3.5

Information. The Purchaser has relied solely on the reports of COCP filed with the SEC, other publicly available information and

other written and electronic information prepared by COCP in making its decision to purchase the Common Stock. The Purchaser acknowledges

that the purchase of the Common Stock entails a high degree of risk including the risks highlighted in the risk factors contained in

filings by COCP with the SEC including its annual report on Form 10-K for the year ended December 31, 2025. The Purchaser represents

that it has had an opportunity to ask questions and receive answers from COCP regarding the terms and conditions of this Agreement and

the reasons for this offering, the business prospects of COCP, the risks attendant to COCP’s business, and the risks relating to

an investment in COCP. The Purchaser acknowledges the receipt (without exhibits) of or access to the reports filed with SEC at www.sec.gov

which includes COCP’s reports referred to in this Section 3.5.

3.6

Investment. The Purchaser is acquiring the Common Stock for its own account for investment and not with a view to, or for sale

in connection with, any distribution thereof, nor with any present intention of distribution or selling the same and has no present or

contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. The Purchaser

understands that the Common Stock may not be sold, transferred or otherwise disposed of without registration under the Securities Act

or an exemption therefrom, and that in the absence of an effective registration statement covering the Common Stock or an available exemption

from registration under the Securities Act, the Common Stock must be held indefinitely.

3.7

Restricted Securities. The Purchaser understands that the Common Stock have not been registered under the Securities Act in reliance

on an exemption from registration under the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) thereunder and the Common

Stock will bear a restrictive legend.

3.8

Investment Experience. The Purchaser represents that it is an “accredited investor” within the meaning of the applicable

rules and regulations promulgated under the Securities Act, for one of the reasons on the attached Exhibit B to this Agreement.

The Purchaser represents and acknowledges that (i) it is experienced in evaluating and investing in private placement transactions in

similar circumstances, (ii) it has such knowledge and experience in financial and business matters and is capable of evaluating the merits

and risks of the investment in the Common Stock, (iii) it is able to bear the substantial economic risks of an investment the Common

Stock for an indefinite period of time, (iv) it has no need for liquidity in such investment, (v) it can afford a complete loss of such

investment, and (vi) it has such knowledge and experience in financial, tax and business matters so as to enable it to utilize the information

made available to it in connection with the offering of the Common Stock to evaluate the merits and risks of the purchase of the Common

Stock and to make an informed investment decision with respect thereto.

3.9

No General Solicitation. The offer to sell the Common Stock was directly communicated to the Purchaser by COCP. At no time was

the Purchaser presented with or solicited advertisement, articles, notice or other communication published in any newspaper, television

or radio or presented at any seminar or meeting, or any solicitation by a person not previously known to the undersigned in connection

with the communicated offer.

Survival of Representations and Warranties and Agreements. All representations and warranties of the Parties contained

in this Agreement shall survive the closing.

Indemnification.

5.1

Indemnification Provisions for Benefit of the Purchasers. In the event COCP breaches any of its representations, warranties, and/or

covenants contained herein, and provided that the Purchaser makes a written claim for indemnification against COCP, then COCP agrees

to indemnify the Purchaser from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses,

or fees including court costs and reasonable attorneys’ fees and expenses.

5.2

Indemnification Provisions for Benefit of COCP. In the event the Purchaser breaches any of its representations, warranties, and/or

covenants contained herein, and provided that COCP makes a written claim for indemnification against the Purchaser, then the Purchaser

agrees to indemnify COCP from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses,

or fees including court costs and reasonable attorneys’ fees and expenses.

Post-Closing Covenants. The Parties agree as follows with respect to the period following the closing:

6.1

General. In case at any time after the closing any further action is necessary or desirable to carry out the purposes of this

Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents)

as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to

indemnification therefore under Section 5).

6.2

Company. COCP hereby covenants that, after the closing, COCP will, at the request of the Purchaser, execute, acknowledge and deliver

to the Purchaser without further consideration, all such further assignments, conveyances, consents and other documents, and take such

other action, as the Purchaser may reasonably request (a) to transfer to, vest and protect in the Purchaser and its right, title and

interest in the Common Stock, and (b) otherwise to consummate or effectuate the transactions contemplated by this Agreement.

Expenses. Except as otherwise provided in this Agreement, all Parties hereto shall pay their own expenses, including legal

and accounting fees, in connection with the transactions contemplated herein.

Severability. In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement

shall nevertheless be binding with the same effect as though the void parts were deleted.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but

all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

10.

Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives,

successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties or

their respective heirs, successors and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.

11.

Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be

in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar overnight next business day

delivery, or by email followed by overnight next business day delivery, as follows:

To COCP:

Cocrystal Pharma, Inc.

4400 Biscayne Blvd

Attention: Mr. James Martin

Email: jmartin@cocrystalpharma.com

To the Purchaser:

The address set forth on the signature page

attached hereto or

to such other address as any of them, by notice to the other may designate from time to time.

12.

Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement,

or to the interpretation, breach or enforcement thereof, and any action or arbitration proceeding is commenced to enforce the provisions

of this Agreement, the prevailing party shall be entitled to a reasonable attorney’s fee, including the fees on appeal, costs and

expenses.

13.

Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder

whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according

to the laws of the State of Delaware.

14.

Oral Evidence. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written

agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may

be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against whom enforcement

or the change, waiver discharge or termination is sought.

15.

Assignment. No Party hereto shall assign its rights or obligations under this Agreement without the prior written

consent of the other Party.

16.

Section Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise

affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

FLORIDA

LAW PROVIDES THAT ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS

MADE BY THE PURCHASER TO COCP, AN AGENT OF COCP OR AN ESCROW AGENT. PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY THE PURCHASERS AS

PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST. NOTICE SHOULD BE GIVEN TO COCP TO THE ATTENTION OF JAMES MARTIN

AT THE ADDRESS SET FORTH IN SECTION 11 OF THIS AGREEMENT.

[Signature

Page Attached]

WITNESS WHEREOF the parties hereto have set their hand and seals as of the above date.

COCRYSTAL PHARMA, INC.:

By:

James

Martin,

Chief

Financial Officer

Amount

of Investment:

PURCHASER:

$_________________

OPKO HEALTH, INC.

Number

of shares of Common Stock:

_________________

By:

(Print

Name and Title

Address: __________________________________

Email: ________________________________________

Tax ID of Purchaser: _______________________________

Signature

Page to Securities Purchase Agreement

Exhibit

(Wire

Instructions)

Incoming

Wire Instructions

Cocrystal’s

Wells Fargo Operating account

Domestic:

Wells

Fargo Bank, N.A.

Routing/Transit

ABA: 121000248

Address:

420

Montgomery Street

San

Francisco, CA 94104

Your

Account Number: 1175000759

Title

of Account: Cocrystal Pharma, Inc.

International:

Wire

Routing Transit Number: 121000248

SWIFT

Code: WFBIUS6S

Bank

Name: Wells Fargo Bank, NA

City,

State: San Francisco, CA

Your

Account Number: 1175000759

Title

of Account: Cocrystal Pharma, Inc.

Exhibit A

Exhibit

(Accredited

Investor Definition)

The

Purchaser is an accredited investor for one of the reasons set forth below:

For

Individual Investors Only:

● An

individual income in excess of $200,000 in each of the two most recent years or joint income

with my spouse or Spousal Equivalent in excess of $300,000 in each of those years and have

a reasonable expectation of reaching the same income level in the current year.

● A

natural person whose individual net worth, or joint net worth with my spouse or Spousal Equivalent,

exceeds $1,000,000. “Net worth” means the excess of total assets at fair market

value (including personal and real property, but excluding the estimated fair market value

of a person’s primary home) over total liabilities. “Total liabilities”

excludes any mortgage on the primary home in an amount of up to the home’s estimated

fair market value as long as the mortgage was incurred more than 60 days before the Securities

are purchased, but includes (i) any mortgage amount in excess of the home’s fair market

value and (ii) any mortgage amount that was borrowed during the 60-day period before the

closing date for the sale of Securities for the purpose of investing in the Securities.

● A

director, executive officer or general partner of the Company or a general partner of the

general partner of the Company.

● Holds

one of the following licenses in good standing: General Securities Representative license

(Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment

Adviser Representative license (Series 65).

● A

“knowledgeable employee,” as defined in rule 3c5(a)(4) under the Investment Company

Act of 1940, of the issuer of the securities being offered or sold where the issuer would

be an investment company, as defined in section 3 of such act, but for the exclusion provided

by either section 3(c)(1) or section 3(c)(7) of such act.

For

Entities:

● All

of the beneficial equity owners of the undersigned qualify as accredited individual investors.

● A

bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association

or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual

or fiduciary capacity.

● A

broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934;

● An

investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940

or registered pursuant to the laws of a state.

● An

investment adviser relying on the exemption from registering with the Commission under section

203(l) or (m) of the Investment Advisers Act of 1940.

Exhibit B-1

● An

insurance company as defined in section 2(a)(13) of the Securities Act.

● An

investment company registered under the Investment Company Act of 1940 or a business development

company as defined in section 2(a)(48) of that act.

● A

Small Business Investment Company licensed by the U.S. Small Business Administration under

section 301(c) or (d) of the Small Business Investment Act of 1958;

● A

Rural Business Investment Company as defined in section 384A of the Consolidated Farm and

Rural Development Act.

● A

plan established and maintained by a state, its political subdivisions, or any agency or

instrumentality of a state or its political subdivisions, for the benefit of its employees,

if such plan has total assets in excess of $5,000,000.

● An

employee benefit plan within the meaning of Title I of the Employee Retirement Income Security

Act of 1974 and (check one or more, as applicable):

○ the

investment decision is made by a plan fiduciary, as defined therein, in Section 3(21), which

is either a bank, savings and loan association, insurance company, or registered investment

adviser; or

○ the

employee benefit plan has total assets in excess of $5,000,000; or

○ the

plan is a self-directed plan with investment decisions made solely by persons who are “accredited

investors” as defined therein.

● A

private business development company as defined in Section 202(a)(22) of the Investment Advisers

Act of 1940.

● Has

total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring

the securities offered and is one or more of the following (check one or more, as appropriate):

○ an

organization described in Section 501(c)(3) of the Internal Revenue Code of 1986;

○ corporation,

○ Massachusetts

or similar business trust,

○ partnership,

○ limited

liability company.

● A

trust with total assets exceeding $5,000,000, which was not formed for the specific purpose

of acquiring the securities offered and whose purchase is directed by a person who has such

knowledge and experience in financial and business matters that he or she is capable of evaluating

the merits and risks of the investment in the securities offered.

● An

entity, of a type not listed above, not formed for the specific purpose of acquiring the

securities offered, owning investments in excess of $5,000,000.

● A

“family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers

Act of 1940: (i) with assets under management in excess of $5,000,000, (ii) that is not formed

for the specific purpose of acquiring the securities offered, and (iii) whose prospective

investment is directed by a person who has such knowledge and experience in financial and

business matters that such family office is capable of evaluating the merits and risks of

the prospective investment.

● A

“family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers

Act of 1940), of a family office meeting the requirements in the paragraph above (FAMILY

OFFICE) and whose prospective investment in the issuer is directed by such family office

pursuant to paragraph above (FAMILY OFFICE (iii)).

Exhibit B-2

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

Cocrystal

Pharma Announces $5 Million Private Placement with OPKO Health

Longtime

investor OPKO Health increases its position as Cocrystal advances toward norovirus Phase 1b data in late 2026

BOTHELL,

Wash., August 3, 2026 (GLOBE NEWSWIRE) — Cocrystal Pharma, Inc. (Nasdaq: COCP) (“Cocrystal” or

the “Company”), a biotechnology company developing novel antiviral therapeutics, today announced a $5 million investment

from OPKO Health, Inc. (Nasdaq: OPK) (“OPKO”), a longtime investor in the Company, has increased its position through a $5

million investment as the Company advances its lead norovirus program toward Phase 1b topline data later this year.

Under

the terms of the agreement, Cocrystal sold 5,474,053 shares of its common stock to OPKO at a price per share of $0.9134, the Nasdaq Consolidated

Bid Price on the trading day of closing, for proceeds to the Company of $5.0 million. No warrants or other derivative securities were

included in the transaction.

“OPKO’s

increased investment reflects the confidence of one of our most steadfast supporters as we approach a defining moment for Cocrystal,”

said James Sapirstein, Chief Executive Officer of Cocrystal Pharma. “We expect to report topline data from our Phase 1b norovirus

trial by the end of the fourth quarter of 2026, and we’re grateful for OPKO’s continued conviction in the value of our lead

asset, CDI-988, and our broader antiviral pipeline spanning influenza, coronaviruses and hepatitis C.”

“As

a longtime investor in Cocrystal, we’ve watched the Company build a differentiated antiviral platform with real clinical potential,”

said Dr. Phillip Frost, Chairman and Chief Executive Officer of OPKO Health and co-founder, director and principal stockholder of the

Company. “This additional investment reflects our continued conviction in Cocrystal’s science and its path forward.”

About

the Offering

The

unregistered securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended

(the “Securities Act”), and Regulation D promulgated thereunder and have not been registered under the Securities Act, or

applicable state securities laws. Accordingly, the unregistered shares may not be offered or sold in the United States except pursuant

to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable

state securities laws.

This

press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor will there be any sale of

these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification

under the securities laws of any such state or jurisdiction.

About

Cocrystal Pharma, Inc.

Cocrystal

Pharma, Inc. is a clinical stage biotechnology company discovering and developing novel antiviral therapeutics that target the replication

of noroviruses, influenza viruses, coronaviruses (including SARS-CoV-2), and hepatitis C viruses. The Company’s lead program, CDI-988,

is currently in a Phase 1b clinical trial for norovirus, with topline data expected in late 2026. Cocrystal employs unique structure-based

technologies to create differentiated antiviral drug candidates. For more information, visit www.cocrystalpharma.com.

About

OPKO Health, Inc.

OPKO

is a multinational biopharmaceutical and diagnostics company that seeks to establish industry leading positions in large, rapidly growing

markets by leveraging its discovery, development, and commercialization expertise and novel and proprietary technologies. For more information,

visit www.opko.com.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including

statements regarding the private placement, the Company’s progress, anticipated timeline and expectations for topline data from

its norovirus Phase 1b clinical trial, and the continued development of its influenza, coronaviruses, and hepatitis C, and other antiviral

programs and the results thereof. Words such as “believe,” “may,” “estimate,” “continue,”

“anticipate,” “intend,” “should,” “plan,” “could,” “target,”

“potential,” “is likely,” “will,” and “expect,” as they relate to the Company, are intended

to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections

about future events. Some or all of the events anticipated by these forward-looking statements may not occur. Important factors that

could cause actual results to differ from those in the forward-looking statements include, but are not limited to, the risks and uncertainties

arising from inflation, affordability, the possibility of a recession, increases or other developments with respect to interest rates,

uncertainty surrounding the impacts arising from imposed and threatened tariffs and developments with respect thereto, and wars and geopolitical

conflicts including those in Ukraine and with Iran on our Company, our collaboration partners, and on the U.S. and global economies,

including manufacturing and research delays arising from raw materials and labor shortages, supply chain disruptions and other business

interruptions including any adverse impacts on our ability to obtain raw materials and test subjects, including animals as well as similar

problems with our vendors our and our collaboration partners’ technology and software performing as expected, financial difficulties

experienced by certain partners, risks arising from research into a related virus that was not done in animals and was necessarily early

stage, the results of the Phase 1b clinical trial and future preclinical and clinical trials including the potential for adverse findings,

general risks arising from clinical trials, receipt of regulatory approvals, regulatory changes and potential litigation challenging

initiatives and actions taken by the Trump Administration which could, among other things, result in delays in regulatory approvals or

limit access to federal funding for our programs, development of effective treatments and/or vaccines by competitors, including as part

of the programs financed by the U.S. government, potential mutations in a virus we are targeting which may result in variants that are

resistant to a product candidate we develop, and our liquidity and ability to raise necessary capital on acceptable terms or at all.

Further information on our risk factors is contained in our filings with the SEC, including the “Risk Factors” in Item 1A

of our Annual Report on Form 10-K for the year ended December 31, 2025. Any forward-looking statement made by us herein speaks only as

of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it

is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as

a result of new information, future developments or otherwise, except as may be required by law.

Investor

Contact:

Nic

Johnson

Russo

Partners

nic.johnson@russopartnersllc.com

(303)

482-6405

Media

Contact:

David

Schull

Russo

Partners

david.schull@russopartnersllc.com

(858)

717-2310

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