Cocrystal Pharma, Inc. — Major Shareholding Notification 2018

Oct 18, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )

Cocrystal Pharma, Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

19188J300

(CUSIP Number)

May 1, 2018

(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).

CUSIP No. 19188J300 Schedule 13G Page 1 of 9

| 1 | NAMES OF
REPORTING PERSONS LSP Life Sciences Fund N.V. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZEN OR PLACE OF ORGANIZATION The Netherlands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 1,046,294 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 1,046,294 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,046,294 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 3.5% | |
| 12 | TYPE OF REPORTING PERSON OO | |

CUSIP No. 19188J300 Schedule 13G Page 2 of 9

| 1 | NAMES OF
REPORTING PERSONS LSP Advisory B.V. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZEN OR PLACE OF ORGANIZATION The Netherlands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 1,827,252 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 1,827,252 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,827,252 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 6.1% | |
| 12 | TYPE OF REPORTING PERSON OO | |

CUSIP No. 19188J300 Schedule 13G Page 3 of 9

| 1 | NAMES OF
REPORTING PERSONS LSP Advisory Group B.V. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZEN OR PLACE OF ORGANIZATION The Netherlands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 1,827,252 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 1,827,252 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,827,252 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 6.1% | |
| 12 | TYPE OF REPORTING PERSON OO | |

CUSIP No. 19188J300 Schedule 13G Page 4 of 9

| 1 | NAMES OF
REPORTING PERSONS Marcus Wegter | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZEN OR PLACE OF ORGANIZATION The Netherlands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 1,827,252 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 1,827,252 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,827,252 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 6.1% | |
| 12 | TYPE OF REPORTING PERSON IN | |

CUSIP No. 19188J300 Schedule 13G Page 5 of 9

ITEM 1. (a) Name of Issuer:

Cocrystal Pharma, Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

1860 Montreal Road

Tucker, GA 30084

ITEM 2. (a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

LSP Life Sciences Fund N.V.

LSP Advisory B.V.

LSP Advisory Group B.V.

Marcus Wegter

(b) Address or Principal Business Office:

The business address of each of the Reporting Persons is c/o LSP, Johannes Vermeerplein 9, 1071 DV Amsterdam, the Netherlands.

(c) Citizenship of each Reporting Person is:

Each of LSP Life Sciences Fund N.V., LSP Advisory B.V. and LSP Advisory Group B.V.is organized under the laws of the Netherlands. Mr. Wegter is a citizen of the Netherlands.

(d) Title of Class of Securities:

Common Stock, par value $0.001 per share (“Common Stock”)

(e) CUSIP Number:

19188J300

ITEM 3.

Not applicable.

CUSIP No. 19188J300 Schedule 13G Page 6 of 9

ITEM 4. Ownership

Ownership (a-c)

The ownership information presented below represents beneficial ownership of shares of Common Stock of the Issuer as of the date hereof, based upon 29,923,076 shares of Common Stock outstanding as of August 9, 2018.

Reporting Person — LSP Life Sciences Fund N.V.	1,046,294	3.5 %	0	1,046,294	0	1,046,294
LSP Advisory B.V.	1,827,252	6.1 %	0	1,827,252	0	1,827,252
LSP Advisory Group B.V.	1,827,252	6.1 %	0	1,827,252	0	1,827,252
Marcus Wegter	1,827,252	6.1 %	0	1,827,252	0	1,827,252

LSP Life Sciences Fund N.V. is the record holder of 1,046,294 shares of Common Stock. LSP Advisory B.V. is the sole director of the LSP Life Sciences Fund N.V. and in such capacity may be deemed to beneficially own the shares held of record by LSP Life Sciences Fund N.V. In addition, LSP Advisory B.V. has the power to vote and dispose of 780,958 shares of Common Stock held in client accounts for which it serves as the investment advisor.

LSP Advisory Group B.V. is the sole shareholder of LSP Advisory B.V., and Marcus Wegter is the director of LSP Advisory Group B.V. Therefore, each of LSP Advisory Group B.V. and Mr. Wegter may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by LSP Advisory B.V.

ITEM 5. Ownership of Five Percent or Less of a Class

Not applicable.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

ITEM 8. Identification and Classification of Members of the Group

Not applicable.

CUSIP No. 19188J300 Schedule 13G Page 7 of 9

ITEM 9. Notice of Dissolution of Group

Not applicable.

ITEM 10. Certification

By signing below I certify that, to the best of my 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 are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 19188J300 Schedule 13G Page 8 of 9

SIGNATURE

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

Date: October 18, 2018

LSP Life Sciences Fund N.V.
By:	LSP Advisory B.V.,
	its Managing Director

Signed:	/s/ Marcus Wegter
Name:	Marcus Wegter
Title:	Director A

Signed:	/s/ Geraldine O’Keeffe
Name:	Geraldine O’Keeffe
Title:	Director B

LSP Advisory B.V.
Signed:	/s/ Marcus Wegter
Name:	Marcus Wegter
Title:	Director A

Signed:	/s/ Geraldine O’Keeffe
Name:	Geraldine O’Keeffe
Title:	Director B

LSP Advisory Group B.V.
Signed:	/s/ Marcus Wegter
Name:	Marcus Wegter
Title:	Director

/s/ Marcus Wegter
Marcus Wegter

CUSIP No. 19188J300 Schedule 13G Page 9 of 9

LIST OF EXHIBITS

Exhibit No.	Description
99	Joint Filing Agreement.