SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Cocrystal Pharma, Inc. (Name of Issuer) | |
Common Stock, par value $0.001 per share (Title of Class of Securities) | |
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Camielle Green OPKO Health, Inc., 4400 Biscayne Blvd. Miami, FL, 33137 3055754100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | |
11/04/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 19188J409 |
| 1 |
Name of reporting person
OPKO HEALTH, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,692,916.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
29.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentage provided in Item 13 is calculated based on 19,263,200 shares outstanding as of August 13, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 13, 2026.
SCHEDULE 13D
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| CUSIP Number(s): | 19188J409 |
| 1 |
Name of reporting person
FROST PHILLIP MD ET AL | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,788,106.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The amounts provided in Items 7, 9, and 11 include (i) 1,993,551 shares of Common Stock held by Frost Gamma Investments Trust ("FGIT"), which is controlled by Dr. Frost as sole trustee; (ii) 719,426 shares of Common Stock issuable upon exercise of warrants held by FGIT, which are exercisable within 60 days; (iii) 22,018 shares of Common Stock held by Dr. Frost, (iv) options to acquire 51,418 shares of Common Stock, which are exercisable within 60 days; and (v) 1,693 shares of Common Stock issuable upon the vesting of restricted stock units within 60 days.
(2) The percentage provided in Item 13 is calculated based on (i) 19,263,200 shares outstanding as of August 13, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 13, 2026; (ii) 719,426 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days; (iii) options to acquire 51,418 shares of Common Stock, which are exercisable within 60 days; and (iv) 1,693 shares of Common Stock issuable upon the vesting of restricted stock units within 60 days.
SCHEDULE 13D
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| CUSIP Number(s): | 19188J409 |
| 1 |
Name of reporting person
Frost Gamma Investments Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,712,977.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The amounts provided in Items 7, 9, and 11 include (i) 1,993,551 shares of Common Stock; and (ii) 719,426 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days.
(2) The percentage provided in Item 13 is calculated based on (i) 19,263,200 shares outstanding as of August 13, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 13, 2026; and (ii) 719,426 shares of Common Stock issuable upon exercise of warrants, which are exercisable within 60 days.
SCHEDULE 13D
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| CUSIP Number(s): | 19188J409 |
| 1 |
Name of reporting person
Rubin Steven D | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
75,872.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The amounts provided in Items 7, 9, and 11 include (i) 8,884 shares of Common Stock; (ii) options to acquire 50,401 shares of Common Stock, which are exercisable within 60 days; and (iii) 16,587 shares of Common Stock issuable upon the vesting of restricted stock units within 60 days.
(2) The percentage provided in Item 13 is calculated based on (i) 19,263,200 shares outstanding as of August 13, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 13, 2026; (ii) options to acquire 50,401 shares of Common Stock, which are exercisable within 60 days; and (iii) 16,587 shares of Common Stock issuable upon the vesting of restricted stock units within 60 days.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Cocrystal Pharma, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
19805 N. CREEK PARKWAY, 19805 N. CREEK PARKWAY, BOTHELL,
WASHINGTON
, 98011. | |
Item 1 Comment:
This Amendment No. 1 (the "Amendment") amends and supplements the statement on Schedule 13D filed on August 7, 2026 (collectively, the "Original Schedule 13D") by OPKO Health, Inc. ("OPKO"), Frost Gamma Investments Trust ("FGIT"), Phillip Frost, M.D. ("Dr. Frost"), and Steven D. Rubin ("Mr. Rubin") and is filed with respect to the common stock, par value $0.001 per share (the "Common Stock"), of Cocrystal Pharma, Inc., a Delaware corporation (the "Issuer"). This Amendment is filed pursuant to the Joint Filing Agreement as executed by the reporting persons listed on the cover pages to this Amendment. The Joint Filing Agreement, filed as Exhibit 3 to the Schedule 13D filed on August 7, 2026, is hereby incorporated by this reference.
This Amendment is being filed to correct the reported ownership information for certain Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.
OPKO's reported ownership does not include securities beneficially owned by FGIT, Dr. Frost or Mr. Rubin. OPKO disclaims beneficial ownership of the securities of the Issuer owned by FGIT, Dr. Frost, and Mr. Rubin.
Dr. Frost and FGIT's reported ownership does not include securities owned by OPKO. In addition to serving as Chairman and Chief Executive Officer of OPKO, Dr. Frost and entities controlled by Dr. Frost (including FGIT), beneficially own approximately 34% of the outstanding common stock of OPKO. Dr. Frost and FGIT each disclaim beneficial ownership of the securities of the Issuer owned by OPKO.
Richard C. Pfenniger, Jr., a member of the board of directors of the Issuer and OPKO, beneficially owns 88,559, or approximately 0.46% of the outstanding shares of Common Stock, which include shares of Common Stock issuable upon the exercise of stock options, warrants, and restricted stock units, exercisable within 60 days. Mr. Pfenniger has no voting or other rights and no beneficial interest in the shares of Common Stock owned by each of OPKO, Dr. Frost and FGIT. This report shall not be deemed an admission that Mr. Pfenniger is the beneficial owner of the securities for any purpose.
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| (b) | Items 5(b) is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.
OPKO's reported ownership does not include securities beneficially owned by FGIT, Dr. Frost or Mr. Rubin. OPKO disclaims beneficial ownership of the securities of the Issuer owned by FGIT, Dr. Frost, and Mr. Rubin.
Dr. Frost and FGIT's reported ownership does not include securities owned by OPKO. In addition to serving as Chairman and Chief Executive Officer of OPKO, Dr. Frost and entities controlled by Dr. Frost (including FGIT), beneficially own approximately 34% of the outstanding common stock of OPKO. Dr. Frost and FGIT each disclaim beneficial ownership of the securities of the Issuer owned by OPKO.
Richard C. Pfenniger, Jr., a member of the board of directors of the Issuer and OPKO, beneficially owns 88,559, or approximately 0.46% of the outstanding shares of Common Stock, which include shares of Common Stock issuable upon the exercise of stock options, warrants, and restricted stock units, exercisable within 60 days. Mr. Pfenniger has no voting or other rights and no beneficial interest in the shares of Common Stock owned by each of OPKO, Dr. Frost and FGIT. This report shall not be deemed an admission that Mr. Pfenniger is the beneficial owner of the securities for any purpose. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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