UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2022~~2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38418

COCRYSTAL PHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware		35-2528215
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)


19805 North Creek Parkway Bothell, WA		98011
(Address of Principal Executive Office)		(Zip Code)

Registrant’s telephone number, including area code: ~~(305)~~877-~~425-1780~~262-7123

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

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)

As of November ~~14, 2022,~~13, 2023, the number of outstanding shares of the registrant’s common stock, par value $0.001 per share, was approximately ~~8,143,000~~10,173,790.

COCRYSTAL PHARMA, INC.

FORM 10-Q FOR THE QUARTER ENDED ~~September~~SEPTEMBER 30, ~~2022~~2023

INDEX

Part I - FINANCIAL INFORMATION
Item 1.
~~Item 1.~~
Condensed Consolidated Balance Sheets	F-1
Condensed Consolidated Statements of Operations	F-2
Condensed Consolidated Statements of Stockholders’ Equity	F-3
Condensed Consolidated Statements of Cash Flows	F-4
Notes to the Condensed Consolidated Financial Statements	F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3. Quantitative and Qualitative Disclosures About Market Risk	7
Item 4. Controls and Procedures	7
Part II - OTHER INFORMATION
Item 1. Legal Proceedings	8
Item ~~4. Controls and Procedures~~1. A. Risk Factors	8
~~Part II - OTHER INFORMATION~~
~~Item 1. Legal Proceedings~~	9
~~Item 1. A. Risk Factors~~	9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	98
Item 3. Defaults Upon Senior Securities	8
Item 4. Mine Safety Disclosures	8
Item 5. Other Information	8
Item 6. Exhibits	9
~~Item 4. Mine Safety Disclosures~~SIGNATURES	9
~~Item 5. Other~~	9
~~Item 6. Exhibits~~	10
~~SIGNATURES~~	11

Part I – FINANCIAL INFORMATION

COCRYSTAL PHARMA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	September 30, 2022			December 31, 2021			September 30, 2023			December 31, 2022
	(unaudited)						(unaudited)
Assets
Current assets:
Cash	$	42,056		$	58,705		$	29,738		$	37,144
Restricted cash		75			50			75			75
Tax credit receivable								550			716
Prepaid expenses and other current assets		2,765			568			1,842			2,243
Total current assets		44,896			59,323			32,205			40,178
Property and equipment, net		378			453			252			342
Deposits		46			46			46			46
Operating lease right-of-use assets, net (including $113 and 153 respectively, to related party)		327			478
Goodwill		-			19,092
Operating lease right-of-use assets, net (including $57 and $99 respectively, to related party)								111			274
Total assets	$	45,647		$	79,392		$	32,614		$	40,840

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	1,378		$	1,297		$	1,806		$	976
Current maturities of finance lease liabilities		14			27			-			7
Current maturities of operating lease liabilities (including $57 and 53 respectively, to related party)		227			209
Derivative liabilities		-			12
Current maturities of operating lease liabilities (including $57 and $59 respectively, to related party)								118			233
Total current liabilities		1,619			1,545			1,924			1,216
Long-term liabilities:
Finance lease liabilities		-			7
Operating lease liabilities (including $57 and 101 respectively, to related party)		119			291
Total long-term liabilities		119			298

Operating lease liabilities (including $0 and $42 respectively, to related party)								-			57

Total liabilities		1,738			1,843			1,924			1,273

Commitments and contingencies		-			-
Commitments and contingencies (Note 9)								-			-

Stockholders’ equity:
Common stock, $0.001 par value; 150,000 shares authorized as of September 30, 2022 and December 31, 2021; 8,143 shares issued and outstanding as of September 30, 2022 and December 31, 2021.		8			8
Common stock, $0.001 par value 150,000 shares authorized as of September 30, 2023, and December 31, 2022; 10,174 and 8,143 shares issued and outstanding as of September 30, 2023 and December 31, 2022								10			8
Additional paid-in capital		337,330			336,634			342,130			337,489
Accumulated deficit		(293,429	)		(259,093	)		(311,450	)		(297,930	)
Total stockholders’ equity		43,909			77,549			30,690			39,567
Total liabilities and stockholders’ equity	$	45,647		$	79,392		$	32,614		$	40,840

See accompanying notes to condensed consolidated financial statements.

F-1

COCRYSTAL PHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

	2022			2021			2022			2021			2023			2022			2023			2022
	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021			2023			2022			2023			2022
Operating expenses:
Research and development		3,872			2,105			9,105			6,061			4,194			3,872			10,902			9,105
General and administrative		1,822			1,848			4,530			4,458			1,849			1,822			4,591			4,530
Legal settlement		-			-			1,600			-			(1,600	)		-			(1,600	)		1,600
Impairments		-			-			19,092			-			-			-			-			19,092
Total operating expenses		5,694			3,953			34,327			10,519			4,443			5,694			13,893			34,327

Loss from operations		(5,694	)		(3,953	)		(34,327	)		(10,519	)		(4,443	)		(5,694	)		(13,893	)		(34,327	)
Other (expense) income:
Interest expense, net		(1	)		(1	)		(2	)		(4	)
Other income (expense):
Interest income (expense), net														320			(1	)		460			(2	)
Foreign exchange loss		(5	)		(4	)		(19	)		(4	)		(42	)		(5	)		(87	)		(19	)
Change in fair value of derivative liabilities		-			17			12			27			-			-			-			12
Total other (expense) income, net		(6	)		12			(9	)		19
Total other expense, net														278			(6	)		373			(9	)
Net loss	$	(5,700	)	$	(3,941	)		(34,336	)		(10,500	)	$	(4,165	)	$	(5,700	)		(13,520	)		(34,336	)
Net loss per common share, basic and diluted	$	(0.70	)	$	(0.48	)		(4.23	)		(1.44	)	$	(.41	)	$	(0.70	)		(1.43	)		(4.23	)
Weighted average number of common shares outstanding, basic and diluted		8,143			8,143			8,143			7,108
Weighted average number of common shares, basic and diluted														10,153			8,143			9,461			8,143

See accompanying notes to condensed consolidated financial statements.

F-2

COCRYSTAL PHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

(in thousands)

	Shares		Amount		Capital		Deficit			Equity			Shares		Amount		Capital		Deficit			Equity
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’			Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity			Shares		Amount		Capital		Deficit			Equity
Balance as of December 31, 2021		8,143	$	8	$	336,634	$	(259,093	)	$	77,549
Balance as of December 31, 2022														8,143	$	8	$	337,489	$	(297,930	)	$	39,567
Stock-based compensation		-		-		239		-			239			-		-		291		-			291
Net loss		-		-		-		(4,208	)		(4,208	)		-		-		-		(5,189	)		(5,189	)
Balance as of March 31, 2022		8,143	$	8	$	336,873	$	(263,301	)	$	73,580
Balance as of March 31, 2023														8,143	$	8	$	337,780	$	(303,119	)	$	34,669
Stock-based compensation														-		-		179		-			179
Sale of common stock to related entities, net of transaction costs														2,031		2		3,998		-			4,000
Net loss														-		-		-		(4,166	)		(4,166	)
Balance as of June 30, 2023														10,174	$	10	$	341,957	$	(307,285	)	$	34,682
Stock-based compensation		-		-		241		-			241			-		-		173		-			173
Net loss		-		-		-		(24,428	)		(24,428	)		-		-		-		(4,165	)		(4,165	)
Balance as of June 30, 2022		8,143	$	8	$	337,114	$	(287,729	)	$	49,393
Stock-based compensation		-		-		216		-			216
Net loss		-		-		-		(5,700	)		(5,700	)
Balance as of September 30, 2022		8,143	$	8	$	337,330	$	(293,429	)	$	43,909
Balance as of September 30, 2023														10,174	$	10	$	342,130	$	(311,450	)	$	30,690

	Shares		Amount		Capital		Deficit			Equity			Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’			Shares		Amount		Capital		Deficit			Equity
	Shares		Amount		Capital		Deficit			Equity
Balance as of December 31, 2020		5,891	$	6	$	297,407	$	(244,908	)	$	52,505
Stock-based compensation		-		-		219		-			219
Sale of common stock, net of transaction costs		86		-		2,072		-			2,072
Net loss		-		-		-		(2,738	)		(2,738	)
Balance as of March 31, 2021		5,977	$	6	$	299,698	$	(247,646	)	$	52,058
Stock-based compensation		-		-		78		-			78
Sale of common stock, net of transaction costs		2,166		2		36,431		-			36,433
Net loss		-		-		-		(3,821	)		(3,821	)
Balance as of June 30, 2021		8,143	$	8	$	336,207	$	(251,467	)	$	84,748
Balance as of December 31, 2021														8,143	$	8	$	336,544	$	(259,093	)	$	77,549
Stock-based compensation		-		-		205		-			205			-		-		239		-			239
Net loss		-		-		-		(3,941	)		(3,941	)		-		-		-		(4,208	)		(4,208	)
Balance as of September 30, 2021		8,143		8		336,412		(255,408	)		81,012
Balance as of March 31, 2022														8,143	$	8	$	336,783	$	(263,301	)	$	73,580
Stock-based compensation														-		-		241		-			241
Net loss														-		-		-		(24,428	)		(24,428	)
Balance as of June 30, 2022														8,143	$	8	$	337,114	$	(287,729	)	$	49,393
Stock-based compensation														-		-		216		-			216
Net loss														-		-		-		(5,700	)		(5,700	)
Balance as of September 30, 2022														8,143	$	8	$	337,330	$	(293,429	)	$	49,909

See accompanying notes to condensed consolidated financial statements.

F-3

COCRYSTAL PHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	2022			2021			2023			2022
	Nine months ended September 30,						Nine months ended September 30,
	2022			2021			2023			2022
Operating activities:
Net loss	$	(34,336	)	$	(10,500	)	$	(13,520	)	$	(34,336	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		137			142			149			137
Amortization of right of use assets		151			143			163			151
Loss on impairment of goodwill		19,092			-			-			19,092
Stock-based compensation		696			502			643			696
Payments on operating lease liabilities		(154	)		(146	)		(172	)		(154	)
Change in fair value of derivative liabilities		(12	)		(27	)		-			(12	)
Changes in operating assets and liabilities:
Accounts receivable		-			550
Prepaid expenses and other current assets		(2,197	)		(342	)		401			(2,197	)
Tax credit receivable								166			-
Accounts payable and accrued expenses		81			(119	)		830			81

Net cash used in operating activities		(16,542	)		(9,797	)		(11,340	)		(16,542	)

Investing activities:
Purchases of property and equipment		(62	)		(44	)		(59	)		(62	)
Net cash used in investing activities		(62	)		(44	)		(59	)		(62	)

Financing activities:
Payments on finance lease liabilities		(20	)		(30	)		(7	)		(20	)
Proceeds from sale of common stock, net of transaction costs		-			38,505
Proceeds from sale of common stock to related entities, net of transaction costs								4,000			-
Net cash provided by (used in) financing activities		(20	)		38,475			3,993			(20	)

Net increase (decrease) in cash and restricted cash		(16,624	)		28,634
Net decrease in cash and restricted cash								(7,406	)		(16,624	)
Cash and restricted cash at beginning of period		58,705			33,060			37,219			58,705
Cash and restricted cash at end of period	$	42,131		$	61,694		$	29,813		$	42,131
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Recognition of operating lease right-of-use asset and liability		-			171

See accompanying notes to condensed consolidated financial statements.

F-4

COCRYSTAL PHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Business

Cocrystal Pharma, Inc. (“we”, the “Company” or “Cocrystal”), a clinical stage biopharmaceutical company incorporated in Delaware, has been developing novel technologies and approaches to create first-in-class or best-in-class antiviral drug ~~candidates since its initial funding in 2008.~~candidates. Our focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating our research and development efforts on viral replication inhibitors, we plan to leverage our infrastructure and expertise in these areas.

The Company’s activities since inception have principally consisted of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs, obtaining regulatory approvals of its products and, ultimately, the attainment of profitable operations is dependent on future events, including, among other things, its ability to access potential markets, secure financing, develop a customer base, attract, retain and motivate qualified personnel, and develop strategic alliances. Through September 30, ~~2022,~~2023, the Company has primarily funded its operations through equity offerings.

In September 2021, the Company opened a wholly owned foreign subsidiary in Australia named Cocrystal Pharma Australia, Ltd (“Cocrystal Australia”) with the objective of operating clinical trials in Australia.

On September 27, 2022, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) with the Delaware Secretary of State to effect a reverse stock split of all outstanding shares of the Company’s common stock at a ratio of one-for-12. At the Company’s 2022 Annual Meeting of Stockholders, holders of a majority of the outstanding voting power approved 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. Following such approval, ~~The~~ the Board of Directors determined to effect the reverse stock split at the ratio of one-for-12. The Amendment became effective October 11, 2022 and the effect of the reverse stock split was reflected on the Nasdaq Stock Market.

~~On October 18, 2022 the Company approved the issuance of an additional~~ ~~20,841~~ ~~shares of common stock to facilitate the rounding up of fractional shares resulting from the above reverse stock split.~~

All share and per share amounts have been retroactively restated to reflect the one-for-12 stock split as if it occurred at the beginning of the earliest period presented.

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X set forth by the Securities and Exchange Commission (“SEC”). They do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods presented are not necessarily indicative of the results of operations for the entire fiscal year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, ~~2021~~2022 filed on March ~~23, 2022~~29, 2023 (“Annual Report”).

Principles of Consolidation

The consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: Cocrystal Discovery, Inc., Cocrystal Pharma Australia Pty Ltd., RFS Pharma, LLC and Cocrystal Merger Sub, Inc. Intercompany transactions and balances have been eliminated.

F-5

Segments

The Company operates in only one segment. Management uses cash flows as the primary measure to manage its business and does not segment its business for internal reporting or decision-making.

Use of Estimates

Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards and ~~derivative~~warrant liabilities, recoverability of deferred tax assets, estimated tax credit receivable and estimated useful lives of fixed ~~assets, and forecast assumptions used in the valuation of goodwill.~~assets. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash deposited in accounts held at ~~two~~three U.S. financial institutions, which may, at times, exceed federally insured limits of $250,000 for each institution where accounts are held. At September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, our ~~primary~~two operating accounts held approximately $~~42,056,000~~29,738,000 and $~~58,705,000~~37,144,000, respectively, and our collateral account balance was $75,000 and $~~50,000~~75,000 at a different institution. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risks thereof.

Foreign Currency Transactions

The Company and its subsidiaries use the U.S. dollar as functional currency. Foreign currency transactions are initially measured and recorded in the functional currency using the exchange rate on the date of the transaction. Foreign exchange gains and losses arising from settlement of foreign currency transactions are recognized in profit and loss.

Cocrystal Australia maintains its records in Australian dollars. The monetary assets and liabilities of Cocrystal Australia are remeasured into the functional currency using the closing rate at the end of every reporting period. All nonmonetary assets and liabilities and related profit and loss accounts are remeasured into the functional currency using the historical exchange rates. Profit and loss accounts, other than those that are remeasured using the historical exchange rates, are remeasured into the functional currency using the average exchange rate for the period. Foreign exchange gains and losses arising from the remeasurement into the functional currency is recognized in profit and loss.

Fair Value Measurements

FASB Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

	Level 1 — quoted prices in active markets for identical assets or liabilities.

	Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

	Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

F-6

The Company categorizes its cash and restricted cash as Level 1 fair value measurements. The Company categorizes its warrants potentially settleable in cash as Level 2 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted for as component of stockholders’ equity. The warrants are valued using the Black-Scholes option pricing model as discussed in Note 7 – Warrants.

At September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the carrying amounts of financial assets and liabilities, such as cash, accounts receivable, other assets, and accounts payable and accrued expenses approximate their fair values due to their short-term nature. The carrying values of leases payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates.

The Company’s derivative liabilities are considered Level 23 measurements.

~~Goodwill~~

The Company completed its annual impairment test in November 2021, and at that time determined the fair value of its reporting unit, as determined utilizing both the Company’s Nasdaq market capitalization and an income approach analysis; exceeded the carrying value of the reporting unit as of December 31, 2021; therefore, management did not consider the $~~19,092,000~~ ~~of goodwill to be impaired.~~

The Company uses judgement in assessing whether assets may have become impaired between annual impairment tests. The occurrence of a change in circumstances, such as a continued decline in the market capitalization of the Company, would determine the need for impairment testing between annual impairment tests. During the six months ended June 30, 2022, the Company saw a significant decrease in its price of common stock resulting in an overall reduction in market capitalization and our recorded net book value exceeded our market capitalization as of June 30, 2022. Pre-impairment, the carrying value of the reporting unit exceeded the market capitalization of the Company at June 30, 2022 and concluded that goodwill was impaired in its entirety and recorded a $~~19,092,000~~ ~~non-cash impairment.~~

~~As of September 30, 2022, the Company had~~ no ~~remaining goodwill.~~

Long-Lived Assets

The Company regularly reviews the carrying value and estimated lives of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value.

Research and Development Expenses

Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s clinical products. All research and development costs are expensed as incurred. Research and development costs are presented net of tax credits.

The Company’s Australian subsidiary is entitled to receive government assistance in the form of refundable and non-refundable research and development tax credits from the federal and provincial taxation authorities, based on qualifying expenditures incurred during the fiscal year. The refundable credits are from the provincial taxation authorities and are not dependent on its ongoing tax status or tax position and accordingly are not considered part of income taxes. The Company records refundable tax credits as a reduction of research and development expenses when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. During the year ended December 31, 2022, the Company recorded tax credits of $805,000 as a reduction of research and development expense, of which approximately $716,000 was recorded as tax credit receivable as of the year then ended. The Company recorded an accrued tax credit receivable of $550,000 for the nine months ended September 30, 2023; and collected approximately $716,000 of tax credit receivable previously recorded, resulting in a tax credit receivable of $550,000 at September 30, 2023.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense.

F-7

As of September 30, ~~2022,~~2023, the Company assessed its income tax expense based on its projected future taxable income for the year ending December 31, ~~2022~~2023 and therefore recorded no amount for income tax expense for the nine months ended September 30, ~~2022.~~2023. In addition, the Company has significant deferred tax assets available to offset income tax expense due to net operating loss carry forwards which are currently subject to a full valuation allowance based on the Company’s assessment of future taxable income. Refer to our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for more information.

Stock-Based Compensation

The Company recognizes compensation expense using a fair value-based method for costs related to stock-based payments, including stock options. The fair value of options awarded to employees is measured on the date of grant using the Black-Scholes option pricing model and is recognized as expense over the requisite service period on a straight-line basis.

~~F-7~~

Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk-free interest rate. The Company estimates volatility using a blend of its own historical stock price volatility as well as that of market comparable entities since the Company’s common stock has limited trading history and limited observable volatility of its own. The expected term of the options is estimated by using the SEC Staff Bulletin No. 107’s Simplified Method for Estimate Expected Term. The risk-free interest rate is estimated using comparable published federal funds rates.

Common Stock Purchase Warrants and Other Derivative Financial Instruments

We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40, Contracts in Entity’s Own Equity. We classify as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). We assess classification of our common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.

Net Income (Loss) per Share

The Company accounts for and discloses net income (loss) per common share in accordance with FASB ASC Topic 260, Earnings Per Share. Basic income (loss) per common share is computed by dividing income (loss) attributable to common stockholders by the weighted average number of common shares outstanding. Diluted net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares that would have been outstanding during the period assuming the issuance of common stock for all potential dilutive common shares outstanding. Potential common shares consist of shares issuable upon the exercise of stock options and warrants and the conversion of convertible notes payable.

The following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because their inclusion would be anti-dilutive (in thousands):

Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share

					2023		2022
	September 30,				September 30,
	2022		2021		2023		2022
Outstanding options to purchase common stock		350		206		559		350
Warrants to purchase common stock		20		20		13		20
Total		370		226		572		370

F-8

Recent Accounting Pronouncements

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

~~F-8~~

Authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures.

3. Property and Equipment

Property and equipment are recorded at cost and depreciated over the estimated useful lives of the underlying assets (three to five years) using the straight-line method. As of September 30, ~~2022,~~2023, and December 31, ~~2021,~~2022, property and equipment consists of ~~(in~~(table in thousands):

Schedule of Property and Equipment

	September 30, 2022			December 31, 2021			September 30, 2023			December 31, 2022
Lab equipment	$	1,618		$	1,557		$	1,708		$	1,631
Finance lease right-of-use lab equipment		194			194			162			194
Computer and office equipment		131			131			145			131
Total property and equipment		1,943			1,882			2,015			1,956
Less: accumulated depreciation and amortization		(1,565	)		(1,429	)		(1,763	)		(1,614	)
Property and equipment, net	$	378		$	453		$	252		$	342

Total depreciation and amortization expense were approximately $~~47,000~~149,000 and $137,000 for the ~~three and~~ nine months ended September 30, 2023 and 2022, which includes amortization expense of $~~7,000~~7,164 and $20,000 for the ~~three and~~ nine months ended September 30, 2023 and 2022, respectively, related to assets under finance lease. For additional finance leases information, refer to Note 9 – Commitments and Contingencies.

4. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands) as of:

Schedule of Accounts Payable and Accrued Expenses

	September 30, 2022		December 31, 2021		September 30, 2023		December 31, 2022
Accounts payable	$	897	$	578	$	568	$	614
Accrued compensation		165		104		173		130
Accrued other expenses		316		615		1,065		232
Total accounts payable and accrued expenses	$	1,378	$	1,297	$	1,806	$	976

Accounts payable and accrued other expenses contain unpaid general and administrative expenses and costs related to research and development that have been billed and estimated unbilled, respectively, as of period-end.

5. Common Stock

The Company has 150,000,000 shares of common stock, $0.001 par value per share, authorized as of September 30, ~~2022~~2023, and December 31, ~~2021, respectively.~~2022. The Company had 10,174,000 and ~~8,143~~8,143,000 shares issued and outstanding as of September 30, ~~2022~~2023, and December 31, ~~2021.~~

~~On October 11, 2022, the Company~~ ~~effected~~ a reverse stock split of all outstanding shares of the Company’s common stock at a ratio of one-for-12. At the Company’s 2022 Annual Meeting of Stockholders, holders of a majority of the outstanding voting power approved an amendment to the Certificate of Incorporation of the Company to effect a reverse stock split of all outstanding shares of our common stock.

2022. The holders of common stock are entitled to one vote for each share of common stock held.

~~The~~On April 4, 2023, the Company ~~is party to the At-The-Market Offering~~entered into a Securities Purchase Agreement ~~dated July 1, 2020 (“ATM Agreement”)~~ with ~~H.C. Wainwright & Co., LLC (“Wainwright”~~two accredited investors that are related entities (the “Purchasers”), pursuant to which the ~~Company may issue and sell over time and from time to time, to or through Wainwright, up to $10,000,000~~Purchasers purchased a total of ~~shares of the Company’s common stock.~~ ~~During January 2021, the Company sold~~ ~~85,833~~2,030,458 shares of ~~its~~ common stock at a price of $1.97 per share for a total purchase price of $4,000,000 in two equal $2,000,000 investments in an unregistered offering exempt from registration pursuant to Section 4(a)(2) of the ~~ATM Agreement for net proceeds~~Securities Act of ~~approximately $2,072,000~~1933 and Rule 506(b) promulgated thereunder (see Note 10). ~~There were no sales under the ATM Agreement during the nine months ended September 30, 2022.~~

F-9

~~On May 4, 2021, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC, pursuant to which the Company agreed to issue and sell~~ ~~2,166,667~~ ~~shares of the Company’s common stock at a public offering price of $18.48~~ ~~per share, less underwriting discounts and commissions (the “Offering”). The Company received approximately $36.4~~ ~~million in net proceeds from the Offering, after deducting underwriting discounts and estimated offering expenses. The Offering closed on May 7, 2021.~~

6. Stock Based Awards

Equity Incentive Plans

The Company adopted an equity incentive plan in ~~2007 (the “2007 Plan”). The 2007 Plan has expired and the Company no longer issues any awards under the 2007 Plan. As of September 30, 2022, there are~~ ~~425~~ of outstanding incentive stock options granted under the 2007 Plan that are eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the fair market value of such stock on the date of grant. The maximum term of options granted under the 2007 Plan was ten years.

~~The Company adopted a second equity incentive plan in~~ 2015 (the “2015 Plan”) under which 833,333 shares of common stock have been reserved for issuance to employees, and ~~nonemployee~~non-employee directors and consultants of the Company. Recipients of incentive stock options granted under the 2015 Plan shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the 2015 Plan is ten ~~years~~.years. On June 16, 2021, the Company’s stockholders voted to approve an amendment to the 2015 Plan to increase the number of shares of common stock authorized for issuance under the 2015 Plan from 416,667 to 833,333 shares. As of September 30, ~~2022,~~2023, ~~483,833~~274,599 shares remain available for future grants under the 2015 Plan.

In July ~~2021,~~2022, the Compensation Committee of the Company’s Board of Directors granted a total of ~~86,417~~158,012 stock options with a fair value of $~~964,000~~633,000 effective as of July ~~16, 2021. This follows action, taken by the Board in April 2021 and later by the stockholders in June 2021, to amend the Company’s 2015 Equity Incentive Plan.~~26, 2022. The Company granted the stock options to directors, executives, employees, and consultants. The options are ten-year incentive stock options exercisable at $~~13.32~~0.42 per share and vesting as follows: one-half vested on the one-year anniversary of the grant date and the remainder vest in eight equal quarterly instalments on the last day of March, June, September and December, with the first such quarterly instalment having vested on September 30, ~~2022~~2023.

In July 2023, the Compensation Committee of the Company’s Board of Directors granted a total of 209,216 stock options with a fair value of $470,000 effective as of July 18, 2023. The Company granted stock options to directors, executives, employees, and consultants. The options are ten-year incentive stock options exercisable at $2.67 per share and vesting as follows: one-half vest on the one-year anniversary of the grant date and the remainder vest in eight equal quarterly instalments on the last day of March, June, September and December, with the first such quarterly installment vesting on September 30, 2024.

The following table summarizes stock option transactions for the ~~2007 Plan and~~ 2015 Plan, collectively, for the nine months ended September 30, ~~2022~~2023 (in thousands, except per share amounts):

Schedule of Share-based Compensation, Stock Options, Activity

	Number of Shares Available for Grant			Total Options Outstanding			Weighted Average Exercise Price		Aggregate Intrinsic Value		Number of Shares Available for Grant			Total Options Outstanding		Weighted Average Exercise Price		Aggregate Intrinsic Value
Balance at December 31, 2021		629			206		$	23.76	$	-
Balance at December 31, 2022												484			350	$	14.98	$	0.00
Increase in authorized options		-			-			-		-		-			-		-		-
Exercised		-			-			-		-		-			-		-		-
Granted		(158	)		158			5.04		-		(209	)		209		2.67		-
Expired		12			(13	)		33.24		-		-			-		-		-
Cancelled		1			(1	)		15.36		9		-			-		-		-
Balance at September 30, 2022		484			350		$	15.36	$	9
Balance at September 30, 2023												275			559	$	10.37	$	-

The Company accounts for share-based awards to employees and nonemployee directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation., and under the recently issued guidance following FASB’s pronouncement, ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under ASC 718, and applicable updates adopted, share-based awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service, or vesting, period. The Company values its equity awards using the Black-Scholes option pricing model, and accounts for forfeitures when they occur. ~~During the period ended September 30, 2022, the Company granted~~ ~~158,000~~ ~~stock options with a fair value of $633,000~~. For the three and nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, equity-based compensation expense recorded was $173,000 and $643,000 and $216,000 and $696,000 ~~and $205,000~~ ~~and $502,000~~ respectively.

F-10

The fair value of share option award is estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions:

Schedule of ~~Weighted Average Assumptions Used for Grants~~Share-based Compensation, Stock Options, Assumption

	2022			2021			2023			2022
	Nine Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2023			2022

Risk-Free interest rate		1.64	%		0.91	%		2.33	%		1.64	%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Expected volatility		87.81	%		114.62	%		95.08	%		87.81	%
Expected term (in years)		4.8			5.8			5.10			4.8

As of September 30, ~~2022,~~2023, there was approximately $~~1,210,000~~879,000 of total unrecognized compensation expense related to non-vested stock options that is expected to be recognized over a weighted average period of ~~1.3~~1.1 years. For options granted and outstanding, there were ~~350,000~~559,000 options outstanding which were fully vested or expected to vest, with an aggregate intrinsic value of $00.00, a weighted average exercise price of $~~15.12~~10.37 and weighted average remaining contractual term of ~~8.7~~8.47 years at September 30, ~~2022.~~2023. For vested and exercisable options, outstanding shares totaled ~~131,500~~264,000, with an aggregate intrinsic value of $00.00. These options had a weighted average exercise price of $~~27.48~~17.68 per share and a weighted-average remaining contractual term of ~~7.4~~7.37 years at September 30, ~~2022.~~2023.

The aggregate intrinsic value of outstanding and exercisable options at September 30, ~~2022~~2023 was calculated based on the closing price of the Company’s common stock as reported on The Nasdaq Capital Market on September 30, ~~2022~~2023 of $~~3.48~~1.87 per share less the exercise price of the options. The aggregate intrinsic value is calculated based on the positive difference between the closing fair market value of the Company’s common stock and the exercise price of the underlying options.

Common Stock Reserved for Future Issuance

The following table presents information concerning common stock available for future issuance (in thousands) as of:

Schedule of Common Stock Reserved for Future Issuance


	September 30, 2022		September 30, 2021		September 30, 2023		September 30, 2022
Stock options issued and outstanding		350		206		558		350
Shares authorized for future option grants		484		629		275		484
Warrants outstanding		20		20		13		20
Total		854		855		846		854

7. Warrants

The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the nine months ended September 30, ~~2022~~2023 (in thousands):

Summary of Warrant Activity

Warrants
Accounted for as: Equity

Warrants
Accounted for as:
Liabilities

May 2018
Warrants October 2013
Warrants January 2014
Warrants Total
Outstanding, December 31, 2021 7 2 11 20
Exercised - - - -
Granted - - - -
Expired - - - -
Outstanding, September 30, 2022 7 2 11 20
Expiration date: 10/27/2022 10/24/2023 01/16/2024
~~F-11~~

Warrants
Accounted for as: Equity

Warrants
Accounted for as:
Liabilities

May 2018
Warrants October 2013
Warrants January 2014
Warrants Total
Outstanding, December 31, 2022 - 2 11 13
Exercised - - - -
Granted - - - -
Expired - - - -
Outstanding, September 30, 2023 - 2 11 13
Expiration date: - 10/24/2023 01/16/2024 -

Warrants Classified as Liabilities

Liability-classified warrants consist of warrants issued by Biozone Pharmaceuticals, Inc. (“Biozone”), the ~~company’s~~Company’s predecessor, in connection with an equity ~~financings~~financing in October 2013 ~~and January 2014,~~ which were assumed by the Company in connection with its merger with Biozone in January 2014 and warrants issued by the Company in January 2014. Warrants accounted for as liabilities have the potential to be settled in cash or are not indexed to the Company’s own stock.
F-11

The estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the condensed consolidated statement of operations as changes in fair value of derivative liabilities.

The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of September 30, ~~2022:~~2023:
Schedule of Fair Value of Warrants Classified as Liabilities
October 2013
Warrants January 2014
Warrants October 2013
Warrants January 2014
Warrants

Strike price $ 180.00 $ 180.00 $ 180.00 $ 180.00
Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 %
Contractual term (years) 1.1 1.3 0.1 0.3
Cumulative volatility 110.47 % 112.04 % 133.64 % 134.93 %
Risk-free rate 0.01 % 0.01 % 4.93 % 4.89 %
Value per warrants $ 0.00 $ 0.00 $ 0.00 $ 0.00
Fair value (in thousands) $ 0.00 $ 0.00 $ 0.00 $ 0.00

The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, ~~2021:~~2022:

October 2013
Warrants January 2014
Warrants October 2013
Warrants January 2014
Warrants

Strike price $ 180.00 $ 180.00 $ 180.00 $ 180.00
Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 %
Expected term (years) 1.8 2.0 0.8 1.0
Cumulative volatility 129.65 % 128.17 % 143.06 % 145.00 %
Risk-free rate 0.06 % 0.08 % 4.42 % 4.40 %
Fair value (in thousands) $ 2 $ 10 $ 0.00 $ 0.00

The Company estimates volatility using its own historical stock price volatility. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is based on the zero-coupon rates in effect at the balance sheet date. The dividend yield used in the pricing model is zero, because the Company has no present intention to pay cash dividends.

8. Licenses and Collaborations

Merck Sharp & Dohme Corp.

On January 2, 2019, the Company entered into an Exclusive License and Research Collaboration Agreement (the “Collaboration Agreement”) with Merck to discover and develop certain proprietary influenza A/B antiviral agents. Under the terms of the Collaboration Agreement, Merck funds research and development for the program, including clinical development, and will be responsible for worldwide commercialization of any products derived from the collaboration. Cocrystal is eligible to receive payments related to designated development, regulatory and sales milestones with the potential to earn up to $156,000,000, as well as royalties on product sales. Merck can terminate the Collaboration Agreement at any time prior to the first commercial sale of the first product developed under the Collaboration Agreement, in its sole discretion, without cause.

F-12

Kansas State University Research Foundation

Cocrystal entered into a License Agreement with Kansas State University Research Foundation (the “Foundation”) on February 18, 2020 to further develop certain proprietary broad-spectrum antiviral compounds for the treatment of ~~Norovirus~~norovirus and ~~Coronavirus~~coronavirus infections.

Pursuant to the terms of the License Agreement, the Foundation granted the Company an exclusive royalty bearing license to practice under certain patent rights, under patent applications covering antivirals against coronaviruses, caliciviruses, and picornaviruses, and related know-how, including to make and sell therapeutic, diagnostic and prophylactic products.
The Company agreed to pay the Foundation a one-time non-refundable license initiation fee of $80,000 under the License Agreement, and annual license maintenance fees. The Company also agreed to make certain future milestone payments, dependent upon the progress of clinical trials, regulatory approvals, and initiation of commercial sales in the United States and certain countries outside the United States.

9. Commitments and Contingencies

Commitments

In the ordinary course of business, the Company enters into non-cancellable leases to purchase equipment and for its facilities, including related party leases (see Note 10 – Transactions with Related Parties). Leases are accounted for as operating leases or finance leases, in accordance with ASC 842, Leases.

Operating Leases

The Company leases office space in Miami, Florida and research and development laboratory space in Bothell, Washington under operating leases that expire on August 31, 2024 and January 31, 2024, respectively. For operating leases, the weighted average discount rate is ~~7.2~~6.8% and the weighted average remaining lease term is ~~1.5~~0.6 years.

The following table summarizes the Company’s maturities of operating lease liabilities, by year and in aggregate, as of September 30, ~~2022 (in~~2023 (table in thousands):
Schedule of Maturities of Operating Lease Liabilities

2022 (excluding the nine months ended September 30, 2022) $ 61
2023 246
2023 (excluding the nine months ended September 30, 2023) $ 62
2024 58 58
2025 -
Thereafter - -
Total operating lease payments 365 120
Less: present value discount (19 ) (2 )
Total operating lease liabilities $ 346 $ 118

As of September 30, ~~2022,~~2023, the total operating lease liability of $~~346,000~~$117 is classified as $~~227,000~~a current operating lease ~~liabilities and $119,000~~ ~~long term operating lease liabilities.~~liability.

The operating lease liabilities summarized above do not include variable common area maintenance (the “CAM”) charges, which are contractual liabilities under the Company’s Bothell, Washington lease. CAM charges for the Bothell, Washington facility are calculated annually based on actual common expenses for the building incurred by the lessor and proportionately billed to tenants based on leased square footage. For the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, approximately $~~69,000~~76,000 and $~~58,000~~69,000 of CAM was included in general and administrative operating expenses on the condensed consolidated statements of operations, respectively.

The minimum lease payments above include the amounts that would be paid if the Company maintains its Bothell lease for the five-year term, starting February 2019. The Company had the right to terminate this lease after three years on January 31, 2022, by giving prior notice at least nine months before the early termination date and by paying a termination fee equal to the sum of unamortized leasing commissions and reimbursement for tenant improvements provided by the landlord amortized at 8.0% over the extended term2019.
~~F-13~~

On September 1, 2021, the Company entered into a three-year lease extension with a limited liability company controlled by Dr. Phillip Frost, a director and a principal stockholder of the ~~Company (see Note 10 – Transactions with Related Parties).~~Company. On an annualized basis, straight-line rent expense is approximately $62,000, including fixed and estimable fees and taxes.

For the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, operating lease expense, excluding short-term leases, finance leases and CAM charges, totaled approximately $175,000 and $~~172,000~~175,000, respectively, of which $47,000 for each period was to a related party.

F-13
Finance Leases

~~In November 2018, the Company entered into lease agreements to acquire lab equipment with~~ 36 ~~monthly payments of $1,000~~ ~~payable through November 21, 2021.~~ In April 2020, the Company entered into lease agreements to acquire lab equipment with 36 monthly payments of $2,000 payable through March 31, 2023. ~~For finance leases,~~The final payment under the ~~weighted average discount rate~~lease agreement was made in March 2023. The Company is ~~8.0% and~~in contact with the ~~weighted average remaining lease term is~~ ~~0.5~~ ~~years.~~lessor to transfer title of the equipment to the Company.
~~The following table summarizes the Company’s maturities of finance lease liabilities, by year and in aggregate, as of September 30, 2022 (in thousands):~~
~~Schedule of Maturities of Finance Lease Liabilities~~

2022 (excluding the nine months ended September 30, 2022) $ 7
2023 7
2024 -
Total finance lease payments 14

The leased lab equipment is depreciable over five years and is presented net of accumulated depreciation on the condensed consolidated balance sheets under property and equipment. As of September 30, ~~2022,~~2023, total right-of-use lab equipment net of depreciation recognized under finance leases is $~~40,000~~0.00 and depreciation expense for the nine months ended September 30, ~~2022~~2023 was $~~12,000~~4,000. As of December 31, ~~2021,~~2022, total right-of-use assets lab equipment exchanged for finance lease liabilities was $194,000 and accumulated depreciation for lab equipment under finance leases was $~~143,000~~158,000. The remaining lab equipment under the finance lease terminated on March 31, 2023, and due to the leased equipment’s remaining 25 months of useful life, it was transferred to fixed assets at book value of $32,000, and continues to depreciate.

Phase 2a Clinical Trial

On August 3, 2022 the Company engaged hVIVO, a subsidiary of London-based Open Orphan plc (AIM: ORPH), a rapidly growing specialist contract research organization ~~(CRO)~~(“CRO”), to conduct a Phase 2a clinical trial with the Company’s novel, broad-spectrum, orally administered antiviral influenza candidate. The Company ~~paid~~prepaid a reservation fee of $1.7 million upon execution of the agreement and during 2023 the Company expensed $442,000 leaving a balance of $1,277,000 in prepaid and other expenses at September 30, 2023. In addition, the Company incurred additional costs of $942,000 on this agreement during the period for total expenses of approximately $1,384,000 during the nine months ended September 30, 2023.
The total estimated cost of the agreement (including the reservation fee) is approximately $7.2 million.

Contingencies

From time to time, the Company is a party to, or otherwise involved in, legal proceedings arising in the normal course of business. As of the date of this report, except as described below, the Company is not aware of any proceedings, threatened or pending, against it which, if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position.

Liberty Insurance Underwriters Inc. (“Liberty”) filed suit against us in federal court in Delaware seeking a declaratory judgment that there was no insurance coverage for any settlement, judgment, or defense costs in the class and derivative litigation, that the monies totaling approximately $1 million it paid to the Company in connection with anthe SEC investigation ~~(which did not result in charges against us)~~ were not covered by insurance, and for recoupment of the monies already paid. We ~~answered~~retained counsel to defend us which has filed an answer to the complaint denying its material allegations, ~~and asserted~~as well as a counterclaim against Liberty for breach of contract, declaratory judgment, bad faith and violation of the Washington State Consumer Protection Act, alleging among other things that Liberty wrongfully denied the Company’s claims for coverage of the class and derivative litigations, and seeking money damages. InOn June 7, 2022, the court ~~granted Liberty’s motions~~filed a Stipulation and Order for Entry of Judgment in the amount of $1,359,064 in favor of Liberty (the “Judgment”) following summary judgment granted by the court to Liberty ~~and awarded Liberty $1,359,063~~on all but one of the matters at issue in ~~damages. In July 2022, we~~the case. The Company filed an appeal in July 2022 and ~~deposited~~paid $~~1,600,000~~1.6 ~~with~~million into the ~~United State~~registry of the court (the “Deposit”) which stayed execution of the Judgment and the $1.6 million was expensed by the Company in 2022. On March 29, 2023, the Third Circuit ruled in favor of the Company on the appeal, thereby vacating the trial court’s prior grant of summary judgment in favor of Liberty. As a result of this ruling, the case has been remanded to the District Court for trial on the merits of the Company’s coverage claims for defense and settlement costs. On July 18, 2023 the District Court issued an order establishing deadlines for certain pre-trial matters and setting a trial date of ~~Delaware~~December 4, 2023 for the new trial. The Court had ordered the return of the $1.6 million. On August 8, 2023, the Company received $1.6 million as ~~security pending our appeal. During~~refunded by the ~~period~~registry of the court and reflected the recovery of the funds in its statement of operations for the three and nine months ended September 30, ~~2022, the Company recorded a legal judgment for this amount inclusive of estimated costs.~~
~~F-14~~
In November 2017, Lee Pederson, a former Biozone lawyer, filed a lawsuit in the U.S. District Court in Minnesota against co-defendants the Company, Dr. Phillip Frost, OPKO Health, Inc. and Brian Keller alleging that defendants engaged in wrongful conduct related to Biozone, including causing Biozone to enter into an allegedly improper licensing agreement and engaged in alleged market manipulation (“Pederson I”). On September 13, 2018, the United States District Court granted the Company and its co-defendants’ motion to dismiss Pederson’s amended complaint in Pederson I for lack of personal jurisdiction in Minnesota. On October 11, 2018, Pederson filed a notice of appeal with the United States Court of Appeals for the Eighth Circuit. The plaintiff’s appeal was denied and the dismissal of Pederson I affirmed in March 2020. Meanwhile, in July 2019, Lee Pederson had filed another lawsuit in the U.S. District Court in Minnesota against co-defendants the Company, Dr. Frost, and Daniel Fisher (“Pederson II”). In his complaint in Pederson II, Pederson alleged tortious interference by the Company and Dr. Frost with an alleged collaboration agreement between Mr. Pederson and Mr. Fisher. On November 19, 2020 the Magistrate Judge recommended dismissal of Pederson II, and further recommended that Pederson be restricted from filing any other actions in the District of Minnesota against defendants on the same or similar allegations as those in Pederson II, and on January 4, 2021 the District Court Judge adopted those recommendations and ordered dismissal of Pederson II. On February 1, 2021 Pederson filed a Notice of Appeal from the order of dismissal of Pederson II in the Eighth Circuit. On February 8, 2022 the U.S. Court of Appeals, Eighth Circuit, denied Pederson’s petition for rehearing en banc. On October 3, 2022, the U.S. Supreme Court denied Pederson’s petition for a writ of certiorari. We do not know if Pederson will refile the lawsuit elsewhere.2023.

~~COVID-19~~
10.
~~COVID-19 did not have a material adverse effect on our operations, although we experienced delays in our supply chain and~~Transactions with service partners as a result of the COVID-19 pandemic, including recent raw material and test animal shortages affecting our research and development efforts. In the future, COVID-19 may have unanticipated material adverse effects on us in a number of ways including:
● ~~If our scientists and other personnel (or their family members) are infected with the virus, it may hamper our ability to engage in ongoing research activities;~~
● ~~Similarly, we rely on third parties who have been and may in the future be adversely impacted;~~
● If these third parties are and/or continue to be adversely affected by COVID-19, they may focus on other activities which they may devote their limited time to other priorities rather than to our joint research, which has caused and may in the future cause material delays in our research and development efforts;
● ~~We have experienced and may experience in the future shortages of laboratory materials and other resources which impact our research activities; and~~
● ~~As a result of the continuing impact of the virus, including potential new variants, we may fail to get access to third party laboratories which would impact our research activities.~~
~~10.~~ ~~Subsequent event~~Related Parties

On September ~~27, 2022,~~1, 2021, the Company ~~filed~~entered into a ~~Certificate of Amendment to the Certificate of Incorporation (the “Amendment”)~~three-year lease extension with ~~the Delaware Secretary of State to effect~~ a ~~reverse stock split of all outstanding shares~~limited liability company controlled by Dr. Phillip Frost, a director and a principal stockholder of the ~~Company’s common stock at a ratio of one-for-12. At the Company’s 2022 Annual Meeting of Stockholders, holders of a majority of the outstanding voting power approved~~Company. On 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. annualized basis, straight-line rent expense is approximately $~~Following such approval,~~62,000 ~~The Board of Directors determined to effect the reverse stock split at the ratio of one-for-12. The Amendment became effective October 11, 2022~~, including fixed and ~~the effect of the reverse stock split was reflected on the Nasdaq Stock Market.~~estimable fees and taxes.

On ~~October 18, 2022~~April 4, 2023, the Company ~~approved~~entered into a Securities Purchase Agreement with two accredited investors (the “Purchasers”) whereby the ~~issuance~~Purchasers agreed to purchase a total of ~~an additional~~ ~~20,841~~2,030,458 shares of unregistered common stock ~~to facilitate~~at a price of $1.97 per share for a total purchase price of $4,000,000 in two equal $2,000,000 investments. The Purchasers were an entity controlled by a director and another investor who subsequently joined the ~~rounding up~~Company’s Board of ~~fractional shares resulting from the above reverse stock split.~~Directors.

~~All share and per share amounts have been retroactively restated to reflect the~~ ~~one-for-12 stock split~~ ~~as if it occurred at the beginning of the earliest period presented.~~
~~F-15~~F-14
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Cocrystal Pharma, Inc. (the “Company” or “Cocrystal”) is a clinical-stage biotechnology company seeking to discover and develop novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. We employ unique structure-based technologies and Nobel Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies are designed to efficiently deliver small molecule therapeutics that are safe, effective and convenient to administer. We have identified promising preclinical and clinical-stage antiviral compounds for unmet medical needs including ~~Influenza~~influenza virus, ~~Coronavirus, Hepatitis~~coronavirus, norovirus and hepatitis C virus (“HCV”)~~, and Norovirus infections.~~
~~Impact of COVID-19~~
~~COVID-19 is caused by a coronavirus called severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2)~~. Coronaviruses are a large family of viruses that are common in people and many different species of animals, including camels, cattle, cats, and bats. Rarely, animal coronaviruses can infect people and then spread between people. This occurred with Middle East respiratory syndrome coronavirus (MERS-CoV) and severe acute respiratory syndrome coronavirus (SARS-CoV), and now with the virus that causes COVID-19.
We have experienced delays in our supply chain and with contract service organizations (CROs) and contract development and manufacturing organizations (CDMOs) as a result of the COVID-19 pandemic. For example, there have been shortages in raw materials and test animals, which has resulted in delays in our research and development efforts. The consequences of COVID-19 and the impact on the national and global economy continues to evolve and the full extent of the impact is uncertain as of the date of this filing.

Impact of Inflation

The Company does not believe that inflation has had a material effect on its operations to date, other than the impact of inflation on the general economy. However, there is a risk that the Company’s operating costs could become subject to inflationary pressures in the future, which could have a material effect on increasing the Company’s operating costs, and which would put additional stress on the Company’s working capital resources.

Research and Development Update

During the nine months ended September 30, ~~2022~~2023 the Company ~~focused~~continued to focus its research and development efforts primarily in three ~~areas for the development of therapeutic and prophylactic drugs.~~
~~COVID-19 and other coronaviruses~~
~~Oral Protease Inhibitor~~ – The Company has leveraged its antiviral development expertise by using its proprietary technology and drug discovery platform to develop novel SARS-CoV-2 3CL protease inhibitors and has selected an investigational novel antiviral drug candidate CDI-988 for further development as oral treatment for SARS-CoV-2, the virus that causes COVID-19. Our lead molecule CDI-988 targets a highly conserved region in the active of SARS-CoV-2 main (3CL) protease required for viral RNA replication. The Company has initiated process chemistry development and Active Pharmaceutical Ingredient (API) synthesis of the drug candidates as we prepare data to support an investigational new drug (IND) application. The Company plans to initiate a Phase 1 study in Australia with CDI-988 in healthy subjects in the first quarter of 2023.
~~Intranasal/Pulmonary Protease Inhibitor -~~ ~~Our therapeutic molecule CDI-45205 has progressed in development against SARS-CoV-2, the virus that causes COVID-19.~~
CDI-45205 was one of the broad-spectrum protease inhibitors obtained from Kansas State University Research Foundation (“KSURF”) under a license agreement announced in April 2020. That agreement provides Cocrystal with an exclusive, royalty-bearing license to develop and commercialize therapeutic, diagnostic and prophylactic products against coronaviruses, caliciviruses and picornaviruses based on certain antivirals discovered by KSURF. The Company believes these protease inhibitors have the ability to inhibit the inactive SARS-CoV-2 polymerase replication enzymes into an active form. CDI-45205 showed good bioavailability in mouse and rat pharmacokinetic studies via intraperitoneal injection, and also no cytotoxicity against a variety of human cell lines.
The Company demonstrated a strong synergistic effect of CDI-45205 with remdesivir, which is an FDA-approved COVID-19 medicine. Additionally, a proof-of-concept animal study demonstrated that daily injection of CDI-45205 exhibited favorable ~~in vivo~~ ~~efficacy in MERS-CoV-2 infected mice. CDI-45205 and several analogs showed potent~~ ~~in vitro~~ activity against the SARS-CoV-2 Delta (India/B.1.617.2), Gamma (Brazil/P.1) Alpha (United Kingdom/B.1.1.7) and Beta (South African/B.1.351) variants, surpassing the activity observed with the original Wuhan strain.
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The Company has received FDA guidance to advance preclinical and clinical development of its COVID-19 antiviral CDI-45205. FDA’s response covered topics including preclinical studies, manufacturing, pharmacology and toxicology, and clinical development plans for CDI-45205 for Phase 1 and Phase 2 studies. An IND-enabling study with CDI-45205 is currently underway.
~~Replication Inhibitors~~ – The Company is also using its drug discovery platform to develop replication inhibitors for developing orally administered therapeutic and prophylactic treatments of SARS-CoV-2. Replication inhibitors have the potential to work with the protease inhibitors in a combination cocktail.
~~National Institute of Allergy and Infectious Diseases -~~ In June 2022 the Company entered into a Non-Clinical Evaluation Agreement (“NCEA”) with the National Institute of Allergy and Infectious Diseases (“NIAID”) for exploratory preclinical studies to evaluate the potential of the Company’s 3CL protease inhibitors for the treatment of COVID-19. Under the NIAID collaboration, the Company has provided NIAID its proprietary process chemistry information for its oral 3CL protease inhibitors and the NIAID will in turn support a scale-up synthesis of a key intermediate of the oral 3CL protease inhibitors. The collaboration is ongoing.areas.

Influenza infections

~~CC-42344 Oral PB2 Inhibitor~~ -We have several candidates under development for the treatment of influenza infection. CC-42344, a novel oral PB2 and inhaled inhibitor, ~~has been~~was selected as a preclinical ~~lead.~~lead for the treatment of pandemic and seasonal influenza A. The oral CC-42344 has recently received regulatory authorization to initiate a Phase 2a human challenge trial. In addition, we have also initiated inhalation formulation and preclinical studies of CC-42344. This candidate binds to a highly conserved PB2 site of influenza polymerase complex (PB1: PB2: PA) and exhibits a novel mechanism of action. CC-42344 showed excellent in vitroantiviral activity against influenza A strains, including avian pandemic ~~and seasonal~~ strains and ~~Tamiflu~~^®Tamiflu® and ~~Xofluza~~^®Xofluza® resistant strains, and has favorable pharmacokinetic and drug resistance profiles.

In March 2022 ~~the Company announced the initiation of~~ enrollment ~~of healthy adults~~was initiated in a ~~dose-escalating~~randomized, double-blind, placebo-controlled Phase 1 ~~study with orally administered~~clinical trial of CC-42344, ~~being~~which was conducted in Australia. ~~The randomized, double-controlled Phase 1 study is designed to assess the safety, tolerability and pharmacokinetics of CC-42344.~~ In April 2022 we ~~reported~~announced preliminary results from the first ~~study~~two cohorts ~~with~~of the single-ascending dose portion of the clinical trial in which CC-42344 ~~demonstrating~~demonstrated a favorable safety and pharmacokinetic profile. In ~~July~~December 2022 we reported ~~completion of the single ascending dose portion of the~~favorable safety and tolerability results from a Phase 1 ~~study~~clinical trial of CC-42344 for the treatment of both pandemic and pharmacokinetic results from this portion of the study supporting the potential for once-daily dosing. In October 2022, we announced the completion of all subject enrollment in the Phase 1 study. The Company expects to report top line Phase 1 study results in 2022.seasonal influenza A.

~~In August 2022, the Company~~Recently in October 2023, we announced ~~it had entered into an agreement with a United Kingdom-based clinical research organization to conduct a human challenge Phase 2a study evaluating safety, viral and clinical measures~~receipt of orally administered CC-42344 in influenza A-infected subjects. Under the human challenge model healthy adults will be deliberately infected with the influenza A virus under carefully controlled conditions, which we believe will hasten trial enrollment and ensure subjects are infected with influenza A.
~~In early 2023, the Company expects to submit an application to~~authorization from the United Kingdom Medicines and Healthcare Products Regulatory Agency (MHRA) to ~~conduct~~initiate a Phase 2a human challenge ~~Phase 2a study. Pending clearance by the UK agency, the Phase 2a study with CC-42344 in influenza A-infected subjects is expected~~trial and expects to begin treating influenza-infected subjects in this trial during the ~~second half~~fourth quarter of 2023.

Preclinical development is underway with an inhaled formulation of CC-42344 as a potential treatment and prophylaxis for influenza A.
In addition, novel inhibitors effective against both influenza strains A and B have been identified and are in the preclinical stage. Several of these have in vitro potency approaching single-digit nanomolar.
Merck ~~program~~ - Collaboration
On January 2, 2019, the Company entered into an Exclusive License and Research Collaboration Agreement (the “Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”) to discover and develop certain proprietary influenza A/B antiviral ~~agents that are effective against both influenza A~~agents. See “Note 8. Licenses and ~~B strains.~~Collaborations-Merck Sharp & Dohme Corp.” in the footnotes accompanying the financial statements contained in this report for more information.
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In January 2021 we announced that we completed all research obligations under the ~~Collaboration Agreement,~~Merck exclusive worldwide license and collaboration agreement, and that Merck ~~is now~~would be solely responsible for further ~~preclinical and clinical~~ development of the influenza A/B antiviral compounds that were discovered using Cocrystal’s unique structure-based ~~technologies.~~technologies and Nobel Prize-winning expertise. In early 2023 Merck isreported that it was continuing development of the influenza A/B antiviral compounds under the terms of our Collaboration ~~Agreement. In April 2022, Merck indicated that it continued development~~Agreement and was legally protecting the intellectual property for both companies of the compounds covered inunder the collaboration. In January 2023 Merck notified Cocrystal of its intent to continue development of the proprietary compounds discovered under this ~~collaboration.~~agreement and of their filing on behalf of both companies of multiple U.S. and international patent applications associated with these compounds. Merck continues to be responsible for managing the patents.

Coronavirus infections
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In October 2022, we announced the selection of a novel, broad-spectrum antiviral drug candidate CDI-988 for clinical development as an oral treatment for SARS-CoV-2, the virus that causes COVID-19. CDI-988 targets a highly conserved region in the active site of SARS-CoV-2 main (3CL) protease required for viral replication and was specifically designed and developed as an oral antiviral candidate for COVID-19 using Cocrystal’s proprietary structure-based drug discovery platform technology. CDI-988 exhibited superior in vitro potency against SARS-CoV-2 with activity maintained against variants of concern, and demonstrated a safety profile and pharmacokinetic properties that are supportive of once-daily dosing. We have initiated a randomized, double-blind, placebo-controlled Phase 1 clinical trial of CDI-988. In September 2023 we announced dosing of first subjects in the Phase 1 trials.
In May 2023 we announced approval from the Australian Human Research Ethics Committee (HREC) to conduct a randomized, double-blind, placebo-controlled Phase 1 trial to evaluate the safety, tolerability and pharmacokinetics of oral CDI-988 in single ascending doses (SAD) including food effect cohort, and multiple ascending doses (MAD) compared to placebo in healthy volunteers.

Norovirus Infections

We ~~continue to develop non-nucleoside polymerase and protease inhibitors using~~have further developed CDI-988 as a dual broad-spectrum antiviral inhibitor that targets a highly conserved region in the ~~Company’s proprietary structure-based drug design technology platform. The Company is developing novel protease inhibitors against human~~active site of coronavirus, norovirus, and ~~plan~~other 3CL viral proteases. Preclinical studies have shown CDI-988’s pan-viral activity against different RNA viruses including potential benefit against norovirus infection. In August 2023 we announced the selection of CDI-988 as our lead norovirus infection oral candidate. Our ongoing randomized, double-blind, placebo-controlled Phase 1 clinical trial of CDI-988 in healthy subjects for coronavirus is also intended to ~~conduct proof-of-concept animal studies. In addition, we obtained exclusive rights to~~serve our requirements of a norovirus ~~protease inhibitors for use in humans pursuant to the license from KSURF. The Company expects to select a lead compound for the treatment of norovirus in the first half of 2023.~~Phase 1 clinical trial.

Results of Operations for the ~~Three and~~Nine Months Ended September 30, 2023 compared to the Nine Months Ended September 30, 2022 ~~compared to the Three and Nine Months Ended September 30, 2021~~

Research and Development Expense

Research and development expense consists primarily of compensation-related costs for our employees dedicated to research and development activities and ~~for our Scientific Advisory Board members,~~clinical trials, as well as lab supplies, lab services, and facilities and equipment costs related to our research and development programs.

Total research and development expenses for the three months ended September 30, 2023, and 2022 were $4,194,000 and ~~2021 were~~ $3,872,000, ~~and $2,105,000,~~ respectively. The increase of ~~$1,767,000~~$322,000 was primarily due to our Influenza CC-42344 product candidate moving into a Phase 2a clinical trial and ~~our Covid-19 program moving through~~ the ~~preclinical discovery stage.~~ongoing Phase 1 clinical trial of CDI-988.

Total research and development expenses for the nine months ended September 30, 2023 and 2022 were $10,902,000 and ~~2021 were~~ $9,105,000, ~~and $6,061,000,~~ respectively. The increase of ~~$3,044,000~~$1,797,000 was primarily due ~~increases~~to approximately $1,384,000 to our contract research organization (“CRO”) (see Note 9 under heading Phase 2a Clinical Trial) in ~~COVID-19 and influenza programs advancement.~~
~~We expect research and development expenses to continue to increase in 2022 as we continue to advance our~~preparations for the CC-42344 Phase 2a clinical trial for pandemic and seasonal influenza A, ~~(CC-42344) into~~and our oral CDI-988 Covid-19 and norovirus ongoing clinical ~~trials this year~~trial and ~~progress our pre-clinical COVID-19 program towards clinical development.~~reduced by tax credits of $523,000 for research and development expenses.
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General and Administrative Expense

General and administrative ~~expense includes~~expenses include compensation-related costs for our employees dedicated to general and administrative activities, legal fees, audit and tax fees, consultants and professional services, and general corporate expenses.

General and administrative expenses for the three months ended September 30, 2023, and 2022 were $1,849,000 and ~~2021 were~~ $1,822,000, ~~and $1,848,000, respectively. The decrease of $26,000 was primarily due to the timing of general expenses.~~respectively, remaining relatively stable between periods.

General and administrative expenses for the nine months ended September 30, 2023 and 2022 were $4,591,000 and ~~2021 were~~ $4,530,000, ~~and $4,458,000,~~ respectively. The increase of ~~$72,000~~$61,000 was primarily ~~a result of~~due to professional ~~fees.~~fees and general corporate cost increases.

~~Goodwill Impairment~~There was no impairment for nine months ended September 30, 2023. During the nine months ended September 30, 2022 the Company recorded a $19,092,000 non-cash impairment expense of goodwill.

During the ~~six~~nine months ended June 30, 2022, the Company saw a significant decrease in its price of common stock resulting in an overall reduction in market capitalization and our recorded net book value exceeded our market capitalization as of June 30, 2022. Pre-impairment, the carrying value of the reporting unit exceeded the market capitalization of the Company at June 30, 2022 and concluded that goodwill was impaired in its entirety and recorded during the second quarter ended June 30, 2022 a $19,092,000 non-cash impairment. As of September 30, 2022 the Company ~~had no remaining goodwill.~~
~~Legal Settlement~~
~~In July 2022,~~paid $1.6 million into the registry of the court that was expensed as legal settlement. Following a favorable appeal ruling, the Company ~~filed~~received a ~~legal appeal~~refund of the $1.6 million from the registry of the court during the period ended September 30, 2023 (See “Note 9 - Commitments and ~~deposited $1,600,000 with~~Contingencies”) in the ~~United State District Court~~footnotes accompanying the financial statements contained in this report for more information on this litigation.
Interest Income (Expense), Net
Interest income (expense) for the ~~District of Delaware as security during pending our appeal. During~~three months ended September 30, 2023 and 2022 was $320,000 and ($1,000), respectively, and for the ~~second quarter~~nine months ended ~~June~~September 30, 2023 and 2022 ~~the Company recorded a legal judgement for this amount inclusive of estimated costs.~~was $460,000 and ($2,000), respectively. The interest income was primarily earned on cash held in interest bearing bank accounts.

~~Interest Expense, Net~~
Interest expense for the three months ended September 30, 2022 and 2021 was $1,000 and $1,000, respectively. Interest expense for the nine months ended September 30, 2022 and 2021 was $2,000 and $4,000, respectively. ~~The decrease for the~~ ~~nine months ended September 30, 2022 was due to changes in the finance lease agreements.~~
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Other ~~Income/~~Income (Expense)

In accordance with U.S. GAAP, we record other income or expense based upon the computed change in fair value of our outstanding warrants that are accounted for as liabilities. The fair value of our outstanding warrants is inversely related to the fair value of the underlying common stock; as such, an increase in the price of our common stock during a given period generally results in other expense. Conversely, a decrease in the price of our common stock generally results in other income. The change in the fair value of derivative liabilities for the nine months ended September 30, 2023 and 2022 was $0 and ~~2021 was~~ $12,000, ~~and $27,000,~~ respectively.

In 2022, the Company established a ~~wholly-owned~~wholly owned subsidiary in Australia, making it subject to foreign exchange rate fluctuations. Foreign exchange loss during the nine months ended September 30, 2023 and 2022 was ~~$19,000.~~$87,000 and $19,000, respectively.

Income Taxes

No income tax benefit or expense was recognized for the three and nine months ended September 30, ~~2022~~2023 and ~~2021.~~2022. The Company’s effective income tax rate was ~~0.00% and~~ 0.00% for the three and nine months ended September 30, ~~2022~~2023 and ~~2021.~~2022. As a result of the Company’s cumulative losses, management has concluded that a full valuation allowance against the Company’s net deferred tax assets is appropriate.

Net Loss

As a result of the above factors, net loss for the three and nine months ended September 30, ~~2022~~2023 was ~~$5,700,000~~$4,165,000 and ~~$34,336,000,~~ $13,520,000, respectively, compared with a net loss ~~of $3,941,000 and $10,500,000~~ for the three and nine months ended September 30, ~~2021,~~2022 was $5,700,000 and $34,336,000, respectively, as a result of ~~goodwill impairment and~~developments related to our expenses described above.

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Liquidity and Capital Resources

Net cash used byin operating activities was ~~$16,542,000~~$11,340,000 for the nine months ended September 30, ~~2022~~2023 compared with net cash used byin operating activities of ~~$9,797,000~~$16,542,000 for the same period in ~~2021.~~2022. This ~~increase~~decrease was primarily due to ~~increase~~2022 increases in prepaid expenses and other current assets for a reservation fee of ~~operating costs related to pre-clinical development of~~$1.7 million (see Note 9) in preparation for our ~~COVID-19 program, applications and commencement and progression of~~ Influenza A Phase 2a clinical ~~trials.~~trial and a $1.6 million legal settlement (see Note 9).

We ~~had $62,000~~used $59,000 net cash ~~used~~ for investing activities during the nine months ended September 30, ~~2022~~2023 compared with $~~44,000~~ $62,000 net cash used for the same period in ~~2021.~~2022. For the nine months ended September 30, ~~2022~~2023 the level of investments ~~increased~~decreased compared towith September 30, ~~2021~~2022 due to ~~additional laboratory equipment require to develop Covid-19.~~reduced capital expenditures in 2023 period.

Net cash ~~used in~~provided by financing activities totaled ~~$20,000~~$3,993,000 for the nine months ended September 30, ~~2022~~2023 compared with net cash ~~provided by~~used in financing activities of ~~$38,475,000~~$20,000 for the same period in ~~2021. This decrease was primarily due to sufficient capital needs during~~2022. On April 4, 2023, the ~~nine months ended September 30, 2022, which resulted~~Company raised $4,000,000 in ~~no equity offerings in the 2022 period as compared to the nine months ended September 30, 2021.~~a private placement sale of 2,030,458 shares of our common stock.

The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs. The Company had ~~$42,056,000~~$29,738,000 unrestricted cash on September 30, ~~2022 and~~2023. The Company believes ~~this is~~it has sufficient cash to maintain planned operations for more than the next 3612 months.

We have focused our efforts on research and development activities, including through collaborations with suitable partners. We have been profitable on a quarterly basis but have never been profitable on an annual basis. We have no products approved for sale and have incurred operating losses and negative operating cash flows on an annual basis since inception.

The Company’s interim consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Historically, public and private equity offerings have been our principal source of liquidity.
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The Company is party to the At-The-Market Offering Agreement, dated July 1, 2020 (“ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may issue and sell over time and from time to time, to or through Wainwright, up to $10,000,000 of shares of the Company’s common stock. During January 2021, the Company sold ~~85,833~~1,030,000 shares of its common stock pursuant to the ATM Agreement for net proceeds of approximately $2,072,000. There were no sales under the ATM Agreement during the nine months ended September 30, ~~2022.~~2023.

On ~~May~~April 4, ~~2021,~~2023, the Company entered into ~~an underwriting agreement~~a Securities Purchase Agreement with ~~H.C. Wainwright & Co., LLC,~~two accredited investors (the “Purchasers”) pursuant to which the ~~Company agreed to issue and sell 2,166,667~~Purchasers purchased a total of 2,030,458 shares of ~~the Company’s~~ common stock at a ~~public offering~~ price of ~~$18.48~~$1.97 per share ~~less underwriting discounts~~for a total purchase price of $4,000,000 in two equal $2,000,000 investments in an unregistered offering exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and commissions (the “Offering”). The Company received approximately $36.4 million in net proceeds from the Offering, after deducting underwriting discounts and estimated offering expenses. The Offering closed on May 7, 2021.Rule 506(b) promulgated thereunder.

As the Company continues to incur losses, achieving profitability is dependent upon the successful development, approval and commercialization of its product candidates, and achieving a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through additional private or public equity offerings and through arrangements with strategic partners or from other sources. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all, and any equity financing may be very dilutive to existing stockholders.
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Cautionary Note Regarding Forward-Looking Statements

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the future effectiveness of our product candidates, our plans for the future development of preclinical and clinical drug candidates, the expected time of achieving certain value driving milestones in our programs, including reporting the results of the Phase 1 clinical trial and commencing the Phase 2a clinical clinical trial for our Influenza A ~~study~~program, and progressing our COVID-19 ~~program towards~~and norovirus programs in the clinical development process, our expectations regarding future operating results and liquidity. 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 and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors that could cause actual results to differ from those in the forward-looking statements include the risks and uncertainties arising from the risks arising from inflation, interest rate increases, the recent banking crisis, the possibility of a recession and the economic impact of the ~~COVID-19 pandemic, the Russian invasion of~~wars in Israel and Ukraine on our Company, our collaboration partners, and ~~inflation and Federal Reserve interest rate increases in response thereto~~ on the ~~national~~U.S., U.K., Australia and global economies, including downturns in economic activity and ~~on our Company including supply chain disruptions and our continued ability to proceed with our programs, our collaboration partners, CROs, CDMOs, and on the national and global economy, including~~capital markets, manufacturing and research delays arising from raw ~~material~~materials and ~~test animal~~labor shortages, ~~and other~~ 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 contract manufacturing organizations (CMOs), the ability of our CROs to recruit volunteers for, and to proceed with, clinical trials, the results of the multiple ascending dose portion of the Phase 1 study for CC-42344, possible delays resulting from the lockdown in Australia, the cooperation of the FDA and NIAID in accelerating development instudies, our ~~COVID-19 program, the achievement by~~reliance on Merck ~~of certain milestones under the Collaboration Agreement, our ability to successfully identify, enter into and maintain additional strategic collaborations~~ for further development ~~of our product candidates, future results of planned research~~in the influenza A/B program under the license and ~~if successful, clinical trials, the availability of federal government funding and budgetary issues that may arise, general risks arising from clinical trials,~~ collaboration agreement, our and our collaboration partners’ technology and software performing as expected, financial difficulties experienced by certain partners, the results of any current and future preclinical and clinical trials, general risks arising from clinical trials, receipt of regulatory approvals, ~~and~~regulatory changes, development of effective ~~COVID-19~~ treatments and/or vaccines by competitors, including as part of the programs financed by ~~the U.S. government and~~ governmental authorities, potential mutations in a virus we are targeting which may result in variants that are resistant to a product candidate we develop,. and the outcome of the ongoing litigation with Liberty. Further information on our risk factors is contained in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.
7
Critical Accounting Policies and Estimates

In our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, we disclosed our critical accounting policies and estimates upon which our financial statements are derived.

Accounting estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from these ~~estimates~~
~~Goodwill.~~ Goodwill is tested at least annually for impairment or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more. The Company’s last annual impairment assessment was on November 30, 2021.
During the six months ended June 30, 2022, the Company saw a significant decrease in its price of common stock resulting in an overall reduction in market capitalization and our recorded net book value exceeded our market capitalization as of June 30, 2022. Based on management’s assessment at June 30, 2022, goodwill had been impaired and the Company had taken a $19,092,000 impairment on this intangible asset. As of September 30, 2022, the Company had no remaining goodwill.estimates.

Readers are encouraged to review these disclosures in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 in conjunction with the review of this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our ~~Chief~~Co-Chief Executive ~~Officer~~Officers and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, our ~~Chief~~Co-Chief Executive ~~Officer~~Officers and Chief Financial Officer have concluded that our disclosure controls and procedures as of September 30, ~~2022~~2023 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control over Financial Reporting

There were no material changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting during the quarter ended September 30, ~~2022.~~2023. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

87

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company is a party to, or otherwise involved in, legal proceedings arising in the normal course of business. During the reporting period, except as set forth below, there have been no material changes to the description of legal proceedings set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

~~With respect~~Liberty Insurance Underwriters Inc. (“Liberty”) filed suit against us in federal court in Delaware seeking a declaratory judgment that there was no insurance coverage for any settlement, judgment, or defense costs in the class and derivative litigation, that the monies totaling approximately $1 million it paid to the ~~previously disclosed lawsuit~~Company in connection with the SEC investigation were not covered by insurance, and for recoupment of the monies already paid. We retained counsel to defend us which has filed an answer to the complaint denying its material allegations, as well as a counterclaim against Liberty for breach of contract, declaratory judgment, bad faith and violation of the Washington State Consumer Protection Act, alleging among other things that Liberty wrongfully denied the Company’s claims for coverage of the class and derivative litigations, and seeking money damages. On June 7, 2022, the court filed a Stipulation and Order for Entry of Judgment in the amount of $1,359,064 in favor of Liberty (the “Judgment”) following summary judgment granted by the court to Liberty on all but one of the matters at issue in the case. The Company filed an appeal in July 2022 and paid $1.6 million into the registry of the court (the “Deposit”) which stayed execution of the Judgment and the $1.6 million was expensed by the Company ~~filed~~in 2022. On March 29, 2023, the Third Circuit ruled in favor of the Company on the appeal, thereby vacating the trial court’s prior grant of summary judgment in favor of Liberty. As a result of this ruling, the case has been remanded to the District Court for trial on the merits of the Company’s coverage claims for defense and settlement costs. On July 18, 2023 the District Court issued an order establishing deadlines for certain pre-trial matters and setting a trial date of December 4, 2023 for the new trial. The Court had ordered the return of the $1.6 million. On August 8, 2023, the Company received $1.6 million as refunded by ~~Lee Pederson (“Pederson”), on October 3, 2022,~~the ~~U.S. Supreme Court denied Pederson’s petition~~registry of the court and reflected the recovery of the funds in its statement of operations for ~~a writ of certiorari.~~the three and nine months ended September 30, 2023.

ITEM 1.A RISK FACTORS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

All recent sales of unregistered securities have been previously reported.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

98

ITEM 6. EXHIBITS

The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-Q.

EXHIBIT INDEX

Exhibit Incorporated by Reference
Filed or
Furnished
No. Exhibit Description Form Date Number Herewith
3.1 Certificate of Incorporation, as amended 10-Q 8/16/21 3.1
3.2 Amended and Restated Bylaws 8-K 2/19/21 3.1
Consulting and Scientific Advisory Board Agreement, dated April 13, 2021 with Roger Kornberg
31.1 Certification of Principal Executive Officer (302) Filed
31.2 Certification of Principal Executive Officer (302) Filed
31.3 Certification of Principal Financial Officer (302) Filed
32.1 Certification of Principal Executive and Principal Financial Officer (906) Furnished*
101.INS Inline XBRL Instance Document Filed
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed
Exhibit Incorporated by Reference
Filed or
Furnished
No. Exhibit Description Form Date Number Herewith
3.1 Certificate of Incorporation, as amended 10-Q 8/16/21 3.1
3.1(a) Certificate of Amendment to Certificate of Incorporation 8-K 10/3/22 3.1
3.2 Amended and Restated Bylaws 8-K 2/19/21 3.1
31.1 Certification of Principal Executive Officer (302) Filed
31.2 Certification of Principal Executive Officer (302) Filed
31.3 Certification of Principal Financial Officer (302) Filed
32.1 Certification of Principal Executive and Principal Financial Officer (906) Furnished*
101.INS Inline XBRL Instance Document Filed
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed

* This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
** Certain schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the Securities and Exchange Commission upon request.

Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to our Corporate Secretary at Cocrystal Pharma, Inc., 4400 Biscayne Blvd, Suite 101, Miami, FL 33137.

109

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.

Dated: November ~~14, 2022~~13, 2023 By: /s/ Sam Lee
Sam Lee
President and ~~Co-Interim Chief~~Co-Chief Executive Officer
(Principal Executive Officer)
Dated: November ~~14, 2022~~13, 2023 By: /s/ James Martin
James Martin

Chief Financial Officer and ~~Co-Interim Chief~~Co-Chief
Executive Officer
(Principal Executive Officer and Principal Financial Officer)

1110

	Warrants Accounted for as: Equity		Warrants Accounted for as: Liabilities
	May 2018 Warrants		October 2013 Warrants		January 2014 Warrants		Total
Outstanding, December 31, 2021		7		2		11		20
Exercised		-		-		-		-
Granted		-		-		-		-
Expired		-		-		-		-
Outstanding, September 30, 2022		7		2		11		20
Expiration date:		10/27/2022		10/24/2023		01/16/2024


2022 (excluding the nine months ended September 30, 2022)	$	61
2023		246
2023 (excluding the nine months ended September 30, 2023)				$	62
2024		58			58
2025					-
Thereafter		-			-
Total operating lease payments		365			120
Less: present value discount		(19	)		(2	)
Total operating lease liabilities	$	346		$	118

	●	~~If our scientists and other personnel (or their family members) are infected with the virus, it may hamper our ability to engage in ongoing research activities;~~
	●	~~Similarly, we rely on third parties who have been and may in the future be adversely impacted;~~
	●	If these third parties are and/or continue to be adversely affected by COVID-19, they may focus on other activities which they may devote their limited time to other priorities rather than to our joint research, which has caused and may in the future cause material delays in our research and development efforts;
	●	~~We have experienced and may experience in the future shortages of laboratory materials and other resources which impact our research activities; and~~
	●	~~As a result of the continuing impact of the virus, including potential new variants, we may fail to get access to third party laboratories which would impact our research activities.~~

Exhibit		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date	Number	Herewith
3.1	Certificate of Incorporation, as amended	10-Q	8/16/21	3.1
3.2	Amended and Restated Bylaws	8-K	2/19/21	3.1
	Consulting and Scientific Advisory Board Agreement, dated April 13, 2021 with Roger Kornberg
31.1	Certification of Principal Executive Officer (302)				Filed
31.2	Certification of Principal Executive Officer (302)				Filed
31.3	Certification of Principal Financial Officer (302)				Filed
32.1	Certification of Principal Executive and Principal Financial Officer (906)				Furnished*
101.INS	Inline XBRL Instance Document				Filed
101.SCH	Inline XBRL Taxonomy Extension Schema Document				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)				Filed

	Cocrystal Pharma, Inc.

Dated: November ~~14, 2022~~13, 2023	By:	/s/ Sam Lee
		Sam Lee
		President and ~~Co-Interim Chief~~Co-Chief Executive Officer
		(Principal Executive Officer)


Dated: November ~~14, 2022~~13, 2023	By:	/s/ James Martin
		James Martin
		Chief Financial Officer and ~~Co-Interim Chief~~Co-Chief Executive Officer
		(Principal Executive Officer and Principal Financial Officer)