UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 27, 2024, Cocrystal Pharma, Inc. (the “Company”), following approval of the Company’s stockholders at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), filed an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”) to decrease the number of shares of authorized capital stock of the Company from 155,000,000 shares of capital stock, consisting of 150,000,000 shares of common stock and 5,000,000 shares of preferred stock, to 101,000,000 shares of capital stock consisting of 100,000,000 shares of common stock and 1,000,000 shares of preferred stock. The Amendment became effective on June 27, 2024.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 25, 2024, the 2024 Annual Meeting of the Company was held. At the 2024 Annual Meeting, the Company’s stockholders voted on (i) the election of six members of the Company’s Board of Directors for a one-year term expiring at the next annual meeting of stockholders (Proposal 1); (ii) ratification of the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2); (iii) approval of an amendment to the Certificate of Incorporation of the Company to reduce the number of shares of authorized capital stock to 100 million shares of common stock and 1 million shares of preferred stock (Proposal 3); (iv) approval of an amendment to the Certificate of Incorporation of the Company limiting the liability of the Company’s officers (Proposal 4); (v) approval on a non-binding advisory basis the compensation of the Company’s named executive officers (Proposal 5); (vi) approval on a non-binding advisory basis the frequency with which the stockholders shall vote to approve executive compensation (Proposal 6); and (vii) approval of an adjournment of the 2024 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 2024 Annual Meeting (Proposal 7), all as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 7, 2024.
Set forth below are the voting results on each matter submitted to the stockholders at the 2024 Annual Meeting.
Proposal 1. The Company’s stockholders voted to elect the following six individuals as directors to hold office until the next annual meeting of stockholders:
| Nominee | Votes For | Abstentions | Broker Non-Votes | |||||||||
| Roger Kornberg | 4,277,465 | 934,003 | 2,057,159 | |||||||||
| Phillip Frost | 4,878,749 | 332,719 | 2,057,159 | |||||||||
| Fred Hassan | 4,955,458 | 259,728 | 2,053,441 | |||||||||
| Anthony Japour | 4,870,738 | 344,448 | 2,053,441 | |||||||||
| Richard C. Pfenniger, Jr. | 4,306,678 | 904,795 | 2,057,154 | |||||||||
| Steven Rubin | 4,552,728 | 688,740 | 2,057,159 | |||||||||
Proposal 2. The Company’s stockholders voted to ratify the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes For | Votes Against | Abstentions | ||||||||
| 6,997,154 | 208,071 | 63,396 | ||||||||
Proposal 3. The Company’s stockholders voted to approve an amendment to the Certificate of Incorporation of the Company to reduce the number of shares of authorized capital stock to 100 million shares of common stock and 1 million shares of preferred stock.
| Votes For | Votes Against | Abstentions | ||||||||
| 5,100,061 | 108,166 | 6,959 | ||||||||
Proposal 4. The Company’s stockholders voted not to approve an amendment to the Certificate of Incorporation of the Company limiting the liability of the Company’s officers.
| Votes For | Votes Against | Abstentions | ||||||||
| 4,850,482 | 338,219 | 26,484 | ||||||||
Proposal 5. The Company’s stockholders voted to approve on a non-binding advisory basis the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | ||||||||
| 4,858,175 | 344,953 | 12,057 | ||||||||
Proposal 6. The Company’s stockholders voted to approve on a non-binding advisory basis the frequency with which the stockholders shall vote to approve executive compensation.
Votes For Every One Year | Votes for Every Two Years | Votes for Every Three Years | Abstentions | |||||||||||
| 2,221,675 | 45,244 | 2,882,348 | 65,917 | |||||||||||
As there were sufficient votes to approve proposals 1 through 6, proposal 7 was moot.
Following the Company’s receipt of the voting results on proposal 6, the Company has determined to proceed with a frequency for voting on executive compensation of every three years.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Cocrystal Pharma, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
Dated: June 28, 2024
| Cocrystal Pharma, Inc. | ||
| By: | /s/ James Martin | |
| Name: | James Martin | |
| Title: | Chief Financial Officer and Co-Chief Executive Officer | |