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Form 8-K

sec.gov

8-K — Cocrystal Pharma, Inc.

Accession: 0001493152-26-013837

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001412486

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): March 31, 2026

Cocrystal

Pharma, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-38418

35-2528215

(State

or other Jurisdiction

of

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

19805

N. Creek Parkway

Bothell,

WA

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 ☐

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

Common Stock

COCP

The Nasdaq Stock Market,

LLC

(The Nasdaq Capital Market)

Item

2.02 Results of Operations and Financial Condition.

On

November 14, 2025, Cocrystal Pharma, Inc. (the “Company”) issued a press release announcing its results of operations for

the fiscal year ended December 31, 2025 and providing certain business updates. A copy of the press release is furnished as Exhibit 99.1

to this Current Report on Form 8-K.

The

information in this Item 2.02, and Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of or otherwise

subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly incorporated into a

filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02

and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof,

regardless of any general incorporation language in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Description

99.1

Press Release dated March 31, 2026

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: March 31, 2026

By:

/s/ James

Martin

Name:

James Martin

Title:

Co-Chief Executive Officer and Chief Financial

Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Cocrystal

Pharma Reports 2025 Financial Results and Provides Updates on its Antiviral Drug-Development Programs

● Phase

1b norovirus challenge study is underway at Emory University School of Medicine

● CDI-988

is the first oral antiviral candidate being developed for norovirus treatment and prevention

● No

approved treatments or vaccines are available for norovirus infection, posing a significant

unmet need and contributing to a global economic burden of $60 billion annually

BOTHELL,

Wash. (March 31, 2026) – Cocrystal Pharma, Inc. (Nasdaq: COCP) (“Cocrystal” or the “Company”) reports

financial results for the year ended December 31, 2025, and provides updates on its antiviral product pipeline, upcoming milestones and

business activities.

“We

are delighted to report that our norovirus human challenge study evaluating efficacy and safety of CDI-988 is underway at Emory

University School of Medicine. In our first cohort, healthy subjects are being inoculated with the GII.2 (Snow Mountain Virus) strain

under highly controlled conditions,” said Sam Lee, Ph.D., President and co-CEO of Cocrystal.

“Norovirus

remains a significant and underserved market. Developing an effective norovirus antiviral or vaccine has been challenging due to the

high genetic and antigenic diversity of norovirus and lack of simple in vitro cell-based assays and animal model system,”

Dr. Lee continued. “Using our proprietary structure-based drug discovery platform technology, we developed CDI-988 as a

direct-acting, oral antiviral that targets a highly conserved region of the viral 3CL protease found in all known norovirus strains.

As a pan-viral 3CL protease inhibitor, CDI-988 also holds potential as a broad-spectrum antiviral effective against coronaviruses.”

“Norovirus

outbreaks can strike at any time of year in semi-closed environments such as cruise ships, military settings, and healthcare and assisted-living

facilities,” said James Martin, Cocrystal’s CFO and co-CEO. “This constant threat underscores the need for an effective

oral treatment and preventive that can be deployed whenever and wherever norovirus infections emerge. With CDI-988, our goal is

to provide an easy-to-administer, safe and effective drug to combat these unpredictable outbreaks. We believe CDI-988 represents

a key value-creating opportunity for our Company and our investors.”

The

Phase 1b randomized, double-blind, placebo-controlled study will enroll up to 40 subjects. The study’s primary endpoint is efficacy

in reducing the incidence of clinical symptoms; secondary endpoints include reduction of viral shedding and disease severity, and safety

and pharmacokinetic profiles.

1

Antiviral

Product Pipeline Overview

We

leverage our innovative structure-based drug discovery platform technology to develop next-generation, broad-spectrum antivirals that

effectively block viral replication. Unlike other drug discovery approaches, our technology identifies compounds that bind to highly

conserved regions of viral drug targets, including proteases and replication enzymes. By specifically targeting these essential viral

functions, our drug candidates maintain efficacy even as viruses mutate, while simultaneously minimizing off-target interactions that

typically lead to adverse side effects. This dual advantage represents a significant breakthrough in antiviral drug development. In addition,

our innovative methodology fundamentally transforms the conventional drug discovery paradigm by eliminating the inefficient, resource-intensive

cycles of high-throughput compound screening and prolonged hit-to-lead optimization. The result is faster identification of promising

candidates with superior resistance profiles and safety characteristics.

Norovirus

Program

Norovirus

is a common, highly contagious virus that afflicts people of all ages and causes symptoms of acute gastroenteritis including nausea,

vomiting, stomach pain and diarrhea, as well as fatigue, fever and dehydration. There are currently no effective treatments or vaccines

for norovirus, and the ability to curtail outbreaks is inadequate.

With

685 million global cases annually and a $60 billion worldwide economic impact, norovirus represents one of healthcare’s most

pressing unmet needs. In the U.S., noroviruses are responsible for an estimated 21 million infections annually, including an estimated

109,000 hospitalizations, 465,000 emergency department visits and 900 deaths. The annual burden of norovirus to the U.S. is estimated

at $10.6 billion. In the developing world, each year noroviruses are responsible for up to 1.1 million hospitalizations and

218,000 pediatric deaths.

Oral

protease inhibitor CDI-988 for the treatment of noroviruses and coronaviruses: Our novel, broad-spectrum 3CL protease inhibitor

CDI-988 is designed as a potential treatment for noroviruses and coronaviruses. CDI-988 has shown in vitro activity

against multiple norovirus strains.

○ In

April 2025 we announced that CDI-988 showed superior broad-spectrum antiviral activity

against the norovirus GII.17 strain, the most prevalent strain in the U.S. and Europe in

2024-2025.

○ In

August 2025 we presented favorable Phase 1 safety and tolerability data from all CDI-988

doses, including a high-dose 1200 mg cohort, at the 2025 Military Health System Research

Symposium (MHSRS).

○ In

September 2025 we discussed CDI-988’s scientific foundation and clinical progress

in an oral presentation at the 9th International Calicivirus Conference, the leading

calicivirus scientific meeting.

○ In

September 2025 we received a Study May Proceed Letter from the FDA to conduct a Phase 1b

challenge study in the U.S. evaluating CDI-988 as a norovirus preventive and treatment.

○ In

March 2026 we enrolled the first subjects in our Phase 1b challenge study with the initial

cohort evaluating the infectivity rate of the GII.2 challenge inoculum, and subsequent cohorts

to be orally administered CDI-988 or placebo.

Influenza

Programs

Influenza

is a major global health threat that may become more challenging to treat due to the emergence of highly pathogenic avian influenza viruses

and resistance to approved influenza antivirals. Currently approved antiviral treatments for influenza are effective but are burdened

with significant viral resistance.

Each

year approximately 1 billion cases of seasonal influenza, 3-5 million severe illnesses and up to 650,000 deaths are reported worldwide.

About 8% of the U.S. population gets sick from flu each season. In addition to the health risk, influenza is responsible for

an estimated $10.4 billion in direct medical costs in the U.S. each year.

2

CC-42344

is our novel PB2 inhibitor that showed excellent in vitro activity against pandemic and seasonal influenza A strains, as well

as against strains that are resistant to Tamiflu® and Xofluza®.

● Oral

CC-42344 as a treatment for pandemic and seasonal influenza A

○ In

December 2022 we reported favorable Phase 1 safety and tolerability results.

○ In

December 2023 we began a randomized, double-blind, placebo-controlled Phase 2a human challenge

study to evaluate the safety, tolerability, and viral and clinical measurements of CC-42344

in influenza A-infected subjects in the United Kingdom, following authorization from the

UK Medicines and Healthcare Products Regulatory Agency.

○ In

May 2025 we reported that CC-42344 was shown to be active against the highly pathogenic

2024 Texas H5N1 avian influenza strain.

○ In

November 2025 an initial Phase 2a study was completed, with CC-42344 showing a favorable

safety and tolerability profile with no serious adverse events and no drug-related discontinuations

by study participants. Efficacy analyses were not reported due to issues with trial conduct.

○ We

plan to continue development of oral CC-42344 as a treatment for pandemic and seasonal

influenza A with an additional Phase 2a study.

● Inhaled

CC-42344 as prophylaxis and treatment for pandemic and seasonal influenza A

○ Our

preclinical testing showed superior pulmonary pharmacology with CC-42344, including

high exposure to drug and a long half-life.

○ We

have developed a dry powder inhalation formulation and have completed toxicology studies.

● Influenza

A/B program

○ In

October 2025 we received a $500,000 Small Business Innovation Research Phase I award from

the NIH’s National Institute of Allergy and Infectious Diseases to support the development

of a novel, broad-spectrum lead candidate targeting the influenza A/B polymerase complex.

SARS-CoV-2

and Other Coronavirus Program

By

targeting viral replication enzymes and proteases, we believe it is possible to develop effective treatments for all diseases caused

by coronaviruses including SARS-CoV-2 and its variants, Severe Acute Respiratory Syndrome (SARS) and Middle East Respiratory Syndrome.

CDI-988 showed potent in vitro pan-viral activity against common human coronaviruses, rhinoviruses and respiratory enteroviruses,

as well as against noroviruses. By the end of 2031, the global COVID-19 therapeutics market is estimated to exceed $16 billion annually.

Oral

protease inhibitor CDI-988 for the treatment of coronaviruses and noroviruses: CDI-988 exhibited superior in vitro

potency against SARS-CoV-2 and demonstrated a favorable safety profile and pharmacokinetic properties.

○ In

August 2025 we presented favorable safety and tolerability Phase 1 data from all CDI-988

doses, including a high-dose 1200 mg cohort, at the MHSRS.

○ We

are currently pursuing further development of CDI-988 as a prophylaxis and treatment

for norovirus and remain optimistic about its viability as a treatment for coronaviruses.

3

2025

Financial Results

Research

and development expenses for 2025 were $5.1 million compared with $12.5 million for 2024, with the decrease primarily due to lower costs

with the winddown of the Phase 2a influenza study and reduction in employee-related expenses. General and administrative expenses for

2025 were $4.0 million compared with $5.3 million for 2024, with the decrease primarily due to a reduction in compensation, insurance

and corporate expenses.

Net

loss for 2025 was $8.8 million, or $0.78 per share, compared with a net loss for 2024 of $17.5 million, or $1.72 per share.

Cocrystal

reported unrestricted cash as of December 31, 2025, of $7.7 million compared with $9.9 million as of December 31, 2024. Net cash used

in operating activities for 2025 was $8.2 million compared with $16.5 million for 2024. The Company had working capital of $5.9 million

and 11.3 million common shares outstanding as of December 31, 2025.

About

Cocrystal Pharma, Inc.

Cocrystal

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

process of noroviruses, influenza viruses, coronaviruses (including SARS-CoV-2) and hepatitis C viruses. Cocrystal employs unique structure-based

technologies and Nobel Prize-winning expertise to create viable antiviral drugs. For further information about Cocrystal, please visit

www.cocrystalpharma.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 our plans for the future development of preclinical and clinical product candidates, the and the potential characteristics

and benefits of and market for our product candidates. The words “believe,” “may,” “estimate,” “continue,”

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

“potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to

us, 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, a deteriorating labor market, the possibility of 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 the Middle East and Ukraine 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

animals as well as similar problems with our vendors and our current and any future CROs and CMOs, the progress and results of the studies

for CC-42344 and CDI-988 including issues with the initial Phase 2a study for CC-42344 which will prolong the development timeline of

such product candidate, the ability of our CROs to recruit volunteers for, and to proceed with, clinical studies, our and our collaboration

partners’ technology and software performing as expected, financial difficulties experienced by certain partners, the results of

future preclinical and clinical trials, general risks arising from clinical trials, receipt of regulatory approvals, regulatory changes

including based on 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, and potential mutations in a virus we are targeting which may result in variants

that are resistant to a product candidate we develop. 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:

Alliance

Advisors IR

Jody

Cain

310-691-7100

jcain@allianceadvisors.com

Financial

Tables to follow

4

COCRYSTAL

PHARMA, INC.

CONSOLIDATED

BALANCE SHEETS

(Dollars

and shares in thousands, except per share data)

December 31, 2025

December 31, 2024

Assets

Current assets:

Cash

$ 7,025

$ 9,860

Restricted cash

75

75

Tax credit receivable

662

1,215

Prepaid expenses and other current assets

372

430

Total current assets

8,134

11,580

Property and equipment, net

93

153

Deposits

95

29

Operating lease right-of-use assets, net (including $152 and $42 to related party)

1,390

1,694

Total assets

$ 9,712

$ 13,456

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable and accrued expenses

$ 1,876

$ 2,127

Current maturities of operating lease liabilities (including $49 and $42 to related party)

334

301

Total current liabilities

2,210

2,428

Long-term liabilities:

Operating lease liabilities (including $104 and $0 to related party)

1,171

1,505

Total long-term liabilities

1,171

1,505

Total liabilities

3,381

3,933

Commitments and contingencies

Stockholders’ equity:

Common stock $0.001 par value; 100,000 and 150,000 shares authorized as of December 31, 2025 and 2024, respectively; 13,784 and 10,174 shares issued and outstanding as of December 31, 2025 and 2024, respectively

13

10

Additional paid-in capital

348,567

342,931

Accumulated deficit

(342,249 )

(333,418 )

Total stockholders’ equity

6,331

9,523

Total liabilities and stockholders’ equity

$ 9,712

$ 13,456

5

COCRYSTAL

PHARMA, INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

(Dollars

and shares in thousands, except per share data)

December

31,

2025

2024

Operating

expenses:

Research

and development

$

5,055

$

12,537

General

and administrative

3,964

5,341

Total

operating expenses

9,019

17,878

Loss

from operations

(9,019

)

(17,878

)

Other

income (expense):

Interest

income, net

134

537

Foreign

exchange gain (loss)

54

(163

)

Total

other income, net

188

374

Net

loss

$

(8,831

)

$

(17,504

)

Net

loss per common share, basic and diluted

$

(0.78

)

$

(1.72

)

Weighted

average number of common shares outstanding, basic and diluted

11,290

10,174

#

# #

6

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

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