UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )

 

 

Cocrystal Pharma, Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

19188J300

(CUSIP Number)

May 1, 2018

(Date of Event which Requires filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐	Rule 13d-1(b)

 

☒	Rule 13d-1(c)

 

☐	Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

CUSIP No. 19188J300		Schedule 13G		Page 1 of 9

 

1		NAMES OF REPORTING PERSONS   LSP Life Sciences Fund N.V.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   1,046,294
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   1,046,294
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,046,294
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   3.5%
12		TYPE OF REPORTING PERSON   OO

CUSIP No. 19188J300		Schedule 13G		Page 2 of 9

 

1		NAMES OF REPORTING PERSONS   LSP Advisory B.V.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   1,827,252
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   1,827,252
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,827,252
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.1%
12		TYPE OF REPORTING PERSON   OO

CUSIP No. 19188J300		Schedule 13G		Page 3 of 9

 

1		NAMES OF REPORTING PERSONS   LSP Advisory Group B.V.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   1,827,252
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   1,827,252
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,827,252
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.1%
12		TYPE OF REPORTING PERSON   OO

CUSIP No. 19188J300		Schedule 13G		Page 4 of 9

 

1		NAMES OF REPORTING PERSONS   Marcus Wegter
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   1,827,252
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   1,827,252
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,827,252
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.1%
12		TYPE OF REPORTING PERSON   IN

CUSIP No. 19188J300		Schedule 13G		Page 5 of 9

 

ITEM 1.

(a) Name of Issuer:

Cocrystal Pharma, Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

1860 Montreal Road

Tucker, GA 30084

 

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

LSP Life Sciences Fund N.V.

LSP Advisory B.V.

LSP Advisory Group B.V.

Marcus Wegter

(b) Address or Principal Business Office:

The business address of each of the Reporting Persons is c/o LSP, Johannes Vermeerplein 9, 1071 DV Amsterdam, the Netherlands.

(c) Citizenship of each Reporting Person is:

Each of LSP Life Sciences Fund N.V., LSP Advisory B.V. and LSP Advisory Group B.V.is organized under the laws of the Netherlands. Mr. Wegter is a citizen of the Netherlands.

(d) Title of Class of Securities:

Common Stock, par value $0.001 per share (“Common Stock”)

(e) CUSIP Number:

19188J300

 

ITEM 3.

Not applicable.

CUSIP No. 19188J300		Schedule 13G		Page 6 of 9

 

ITEM 4.

Ownership

Ownership (a-c)

The ownership information presented below represents beneficial ownership of shares of Common Stock of the Issuer as of the date hereof, based upon 29,923,076 shares of Common Stock outstanding as of August 9, 2018.

 

Reporting Person		Amount beneficially owned				Percent of class:				Sole power to vote or to direct the vote:				Shared power to vote or to direct the vote:				Sole power to dispose or to direct the disposition of:				Shared power to dispose or to direct the disposition of:
LSP Life Sciences Fund N.V.			1,046,294				3.5	%			0				1,046,294				0				1,046,294
LSP Advisory B.V.			1,827,252				6.1	%			0				1,827,252				0				1,827,252
LSP Advisory Group B.V.			1,827,252				6.1	%			0				1,827,252				0				1,827,252
Marcus Wegter			1,827,252				6.1	%			0				1,827,252				0				1,827,252

LSP Life Sciences Fund N.V. is the record holder of 1,046,294 shares of Common Stock. LSP Advisory B.V. is the sole director of the LSP Life Sciences Fund N.V. and in such capacity may be deemed to beneficially own the shares held of record by LSP Life Sciences Fund N.V. In addition, LSP Advisory B.V. has the power to vote and dispose of 780,958 shares of Common Stock held in client accounts for which it serves as the investment advisor.

LSP Advisory Group B.V. is the sole shareholder of LSP Advisory B.V., and Marcus Wegter is the director of LSP Advisory Group B.V. Therefore, each of LSP Advisory Group B.V. and Mr. Wegter may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by LSP Advisory B.V.

 

ITEM 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group

Not applicable.

CUSIP No. 19188J300		Schedule 13G		Page 7 of 9

 

ITEM 9.

Notice of Dissolution of Group

Not applicable.

 

ITEM 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 19188J300		Schedule 13G		Page 8 of 9

 

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.

Date: October 18, 2018

 

 

 

 

 

 

 

CUSIP No. 19188J300		Schedule 13G		Page 9 of 9

 

LIST OF EXHIBITS

 

Exhibit No.		Description
99		Joint Filing Agreement.

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock of Cocrystal Pharma, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 18th day of October, 2018.