Cocrystal Pharma, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Cocrystal Pharma, Inc. is holding its 2024 Annual Meeting of Stockholders on June 25, 2024, to elect directors, ratify auditors, and vote on charter amendments.</b>

AI Summary

Cocrystal Pharma, Inc. (COCP) filed a Proxy Statement (DEF 14A) with the SEC on May 7, 2024. Annual Meeting scheduled for June 25, 2024, at 11:00 a.m. ET, held virtually. Key agenda items include election of six directors, ratification of independent auditors, and amendments to the Certificate of Incorporation. Proposed amendments aim to reduce authorized capital stock to 100 million common shares and 1 million preferred shares. Another proposed amendment seeks to limit the liability of the Company's officers. The compensation of named executive officers will be subject to a non-binding advisory vote.

Why It Matters

For investors and stakeholders tracking Cocrystal Pharma, Inc., this filing contains several important signals. The meeting will address significant corporate governance changes, including a reduction in authorized shares and officer liability limitations, which could impact future capital raising and executive protection. Stockholders will vote on the ratification of Weinberg & Company as independent auditors, a standard but crucial step for financial oversight and compliance.

Risk Assessment

Risk Level: low — Cocrystal Pharma, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial or operational information that would indicate significant risk.

Analyst Insight

Stockholders should review the proposed amendments to the Certificate of Incorporation regarding authorized shares and officer liability before the June 25, 2024, annual meeting.

Key Numbers

• 6 — Directors to be elected (For a one-year term expiring at the next annual meeting.)
• December 31, 2024 — Fiscal year end for auditor ratification (Weinberg & Company's appointment is for this period.)
• 100 million — Proposed authorized common shares (Reduction from current authorized capital stock.)
• 1 million — Proposed authorized preferred shares (Reduction from current authorized capital stock.)

Key Players & Entities

• Cocrystal Pharma, Inc. (company) — Registrant
• Weinberg & Company (company) — Independent registered public accounting firm
• June 25, 2024 (date) — Annual Meeting date
• 11:00 a.m. Eastern Time (time) — Annual Meeting time
• 100 million (dollar_amount) — Authorized common shares
• 1 million (dollar_amount) — Authorized preferred shares

FAQ

Risk Factors

• Amendments to Certificate of Incorporation [low — regulatory]: Stockholders will vote on proposals to reduce authorized capital stock and limit officer liability, which require regulatory filings and adherence to corporate law.

Industry Context

Cocrystal Pharma, Inc. operates in the pharmaceutical preparations industry, focusing on the development of antiviral therapeutics.

Regulatory Implications

The filing is subject to SEC regulations governing proxy solicitations and corporate disclosures, ensuring transparency for shareholders.

What Investors Should Do

1. Review the details of the proposed amendments to the Certificate of Incorporation regarding authorized shares and officer liability.
2. Vote on the election of the six director nominees.
3. Consider the ratification of Weinberg & Company as the independent registered public accounting firm.

Key Dates

• 2024-06-25: 2024 Annual Meeting of Stockholders — Election of directors, ratification of auditors, and vote on charter amendments.

Glossary

DEF 14A

Definitive Proxy Statement filed with the SEC. (This filing is a DEF 14A, indicating it's the final proxy statement for shareholder voting.)

Certificate of Incorporation

The company's foundational legal document outlining its structure and powers. (Amendments to this document, as proposed, can significantly alter the company's capital structure and governance.)

Year-Over-Year Comparison

This is a proxy statement (DEF 14A) for the 2024 Annual Meeting, providing information on upcoming votes and corporate actions, rather than a financial report comparing to a prior period.

Filing Documents

• formdef14a.htm (DEF 14A) — 557KB
• 0001493152-24-018105.txt (&nbsp;) — 558KB

From the Filing

DEF 14A 1 formdef14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Exchange Act of 1934 (Amendment No. ) Filed by Registrant Filed by Party other than Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Materials Pursuant to &sect;240.14a-12 COCRYSTAL PHARMA, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): $_____ per share as determined under Rule 0-11 under the Exchange Act. (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Cocrystal Pharma, Inc. 19805 North Creek Parkway Bothell, WA 98011 877-262-7123 NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 25, 2024 To the Stockholders of Cocrystal Pharma, Inc.: We are pleased to invite you to attend our 2024 Annual Meeting of Stockholders (the &ldquo;Annual Meeting&rdquo;), which will be held at 11:00 a.m., Eastern Time on June 25, 2024, virtually via audio conference call and no in person meeting will be held. The Annual Meeting is being held to: 1. Elect six directors for a one-year term expiring at the next annual meeting of stockholders; 2. Ratify the selection of Weinberg & Company as the Company&rsquo;s independent registered public accounting firm for the year ending December 31, 2024; 3. Approve an amendment to the Certificate of Incorporation of the Company to reduce the number of shares authorized capital stock to 100 million shares of common stock and 1 million shares of preferred stock; 4. Approve an amendment to the Certificate of Incorporation of the Company limiting the liability of the Company&rsquo;s officers; 5. Approve on a non-binding advisory basis the compensation of the Company&rsquo;s named executive officers; 6. Approve on a non-binding advisory basis the frequency with which the stockholders shall vote to approve executive compensation; 7. Approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting; 8. Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Our Board of Directors has fixed the close of business on April 29, 2024 as the record date for a determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 25, 2024 The Notice, Proxy Statement and 2023 Annual Report on Form 10-K are available at www.COCP.vote. This year, our Annual Meeting will be accessible exclusively via live audio conference call and no in person meeting will be held. You can attend our Annual Meeting by joining the audio conference call. The Annual Meeting will be conducted via an audio conference call and not in person. To be admitted to the Annual Meeting, you must have the control number found on your proxy card or voting instruction form. We have adopted an audio conference format for our Annual Meeting, which allows us to make participation accessible for stockholders from any geographic location with phone connectivity. Whether or not you expect to participate in the Annual Meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if

View Full Filing

View this DEF 14A filing on SEC EDGAR