Cocrystal Pharma, Inc.
29.60%
5,692,916
1412486
Jul 30, 2026
Aug 7, 2026, 07:49 PM
Reporting Persons (4)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| OPKO HEALTH, INC. | CO | 29.60% | 5,692,916 | 5,692,916 | 0 |
| Rubin Steven D | Individual | 14.10% | 2,724,860 | 2,724,860 | 0 |
| FROST PHILLIP MD ET AL | Individual | 13.90% | 2,786,412 | 2,786,412 | 0 |
| Frost Gamma Investments Trust | Other | 13.60% | 2,712,977 | 2,712,977 | 0 |
Disclosure Items (7)
Common Stock, par value $0.001 per share
Cocrystal Pharma, Inc.
19805 N. CREEK PARKWAY, BOTHELL, WA, 98011
This statement is being filed by: (i) OPKO Health, Inc. ("OPKO"), a corporation incorporated under the laws of the State of Delaware; (ii) Phillip Frost, M.D. as Chief Executive Officer of OPKO ("Dr. Frost"); (iii) Frost Gamma Investments Trust ("FGIT"), a trust organized under the laws of the State of Florida; and (iv) Steven D. Rubin ("Mr. Rubin"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons". The Reporting Persons have entered into a joint filing agreement, dated as of August 7, 2026, a copy of which is attached hereto as Exhibit 2.
The address of the principal business and principal office of OPKO is 4400 Biscayne Blvd., Miami, Florida 33137. The address of the principal business and principal office of Dr. Frost, FGIT and Mr. Rubin is 4400 Biscayne Blvd., Suite 1500, Miami, Florida 33137.
OPKO is a diversified healthcare company that seeks to establish industry-leading positions in large and rapidly growing medical markets. Dr. Frost's principal occupation is serving as Chairman and Chief Executive Officer of OPKO. The principal business of FGIT is to invest in securities. Dr. Frost is the sole trustee of FGIT. Mr. Rubin's principal occupation is serving as Executive Vice President - Administration and Director of OPKO.
No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Dr. Frost and Mr. Rubin are citizens of the United States of America. OPKO was incorporated in the State of Delaware. FGIT was organized in the State of Florida.
OPKO entered into a Securities Purchase Agreement with the Issuer pursuant to which OPKO purchased 5,474,053 shares of Common Stock for a total purchase price of $5,000,000. The source of funds used by OPKO for its acquisition of securities of the Issuer was working capital. For information with respect to Dr. Frost and FGIT, please refer to the Schedule 13D/A filed on August 7, 2026, which is incorporated by reference herein.
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 87,551, or approximately 0.45% 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.
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 87,551, or approximately 0.45% 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.
In the last 60 days prior to the filing of this Schedule 13D, Mr. Rubin has not effected any transactions in the shares of Common Stock. In the last 60 days prior to the filing of this Schedule 13D, OPKO acquired a total of 5,474,053 shares of Common Stock on July 31, 2026, pursuant to the Securities Purchase Agreement for a per share purchase price of $0.9134 and a total purchase price of $5,000,000. In the last 60 days prior to the filing of this Schedule 13D, FGIT acquired a total of 85,000 shares of Common Stock on the open market at prices ranging from $0.87 to $0.9898 per share for an aggregate purchase price of approximately $80,404.18 as set forth below: Date: August 3, 2026 Shares: 75,000 Aggregate Purchase Price: $70,587.84 Weighted Average Price Per Share: $0.9412 Date: August 5, 2026 Shares: 10,000 Aggregate Purchase Price: $9,816.34 Weighted Average Price Per Share: $0.9816 In addition, on June 30, 2026, Dr. Frost and Mr. Rubin acquired shares of Common Stock as the result of the vesting of restricted stock units in the amounts of 1,694 shares and 504 shares, respectively.
No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D.
Not applicable.
The information set forth or incorporated in Item 4 is incorporated by reference in its entirety into this Item 6. On August 7, 2026, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 2 and is incorporated by reference. Except for the matters described herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the securities of the Issuer.
Exhibit 1 OPKO Directors and Executive Officers Exhibit 2 Joint Filing Agreement Exhibit 3 Stockholder Rights Agreement, dated as of November 25, 2014 (2) Exhibit 4 Power of Attorney (2) Incorporated by reference to Exhibit 4.1 of the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 1, 2014.