Cocrystal Pharma, Inc. — Board/Management Information 2017

Jun 1, 2017

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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): May 30, 2017

Cocrystal Pharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-55158	20-5978559
(State or other Jurisdiction of
Incorporation)	(Commission) File Number)	(IRS Employer Identification No.)

| 1860
Montreal Rd, Tucker, GA | 30084 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

Registrant’s telephone number, including area code: (425) 398-7178

(Former name or former address, if changed since last report.)

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. [ ]

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On May 30, 2017, Cocrystal Pharma, Inc. (the “Company”) entered into an agreement with James J. Martin to serve as the Company’s Chief Financial Officer on a full-time, non-interim basis beginning June 1, 2017. As previously disclosed, Mr. Martin has been serving as the Company’s interim Chief Financial Officer as an independent contractor since February 27, 2017.

Mr. Martin will be paid an annual salary of $230,000. At the discretion of the Company’s board of directors, Mr. Martin will also be eligible to receive bonus compensation and equity awards. Mr. Martin’s employment is on an at-will basis, pending the negotiation of a mutually acceptable employment agreement between the Company and Mr. Martin.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

| Exhibit
No. | Exhibit |
| --- | --- |
| 10.
1 | James
Martin Offer Letter |

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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 thereunto duly authorized.

| Cocrystal
Pharma, Inc. — By: | /s/
Gary Wilcox |
| --- | --- |
| Name: | Gary
Wilcox |
| Title: | Interim
Chief Executive Officer |

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