Cocrystal Pharma Inc美股招股说明书(2025-09-15版)

We are offering up to 2,764,710 shares of our common stock, par value $0.001 per share, to certain accredited investors pursuant tothis prospectus supplement and the accompanying prospectus. The offering price per share is $1.70. In a concurrent private placement, we are also selling to the investors private placement warrants to purchaseup to an aggregate of5,529,420 shares of our common stock at an exercise price of $1.50 per share. The private placement warrants and the shares ofcommon stock issuable upon the exercise of such warrants are not being registered under the Securities Act of 1933 (the “SecuritiesAct”), and are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offeredpursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act andRule 506 of Regulation D promulgated thereunder. The private placement warrants are exercisable upon issuance and will expiretwenty-four months from the effective date of the registration statement covering the resale of the shares of common stock issuableupon exercise of the private placement warrants. Our common stock is traded on The Nasdaq Capital Market under the symbol “COCP.” On September 12, 2025, the last reported saleprice of our common stock on The Nasdaq Capital Market was $1.58 per share. As of September 12, 2025, one-third of the aggregate market value of our outstanding common stock held by non-affiliates, or ourpublic float, was approximately $4,747,784, which amount is based on 10,274,638 shares of common stock outstanding, of whichapproximately 7,588,795 shares of common stock were held by non-affiliates, and a per share price of $1.94, which was the lastreported sale price of our common stock on August 4, 2025. Pursuant to General Instruction I.B.6. of Form S-3, so long as our publicfloat remains below $75 million, in no event will we sell securities with a value of more than one-third of our public float in any 12-month period under the registration statement of which this prospectus is a part. During the previous 12 calendar months prior to andincluding the date of this prospectus supplement, we have offered and sold securities with an aggregate value of approximately$159,637 pursuant to General Instruction I.B.6 of Form S-3 (but excluding this offering). If the aggregate market value of our public float computed pursuant to such instruction equals or exceeds $75 million, then theforegoing one-third limitation on sales will not apply. Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page S-7 of thisprospectus supplement, and in our Annual Report on Form 10-K for the year ended December 31, 2024, which areincorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. We have engaged H.C. Wainwright & Co., LLC, or the placement agent, as our exclusive placement agent in connection with thisoffering. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of anyspecific number or dollar amount of securities. We have agreed to pay the placement agent the placement agent fees set forth in thetable below. See “Plan of Distribution” beginning on page S-15 of this prospectus supplement for more information regarding thesearrangements. Offering price (1)We have agreed to pay the placement agent a cash fee of 7.0% of the aggregate gross proceeds raised in this offering. Inaddition, we have agreed to pay the placement agent a management fee of 1.0% of the aggregate gross proceeds raised in thisoffering and to pay the placement agent for certain of its expenses. In addition, we have agreed to reimburse certain expensesof the Placement Agent in connection with the offering and to issue to the placement agent unregistered warrants to purchasea number of shares of common stock equal to 7.5% of the aggregate number of shares of common stock sold in this offering.See “Plan of Distribution” at page S-15 for additional disclosure regarding the placement agent’s compensation. Delivery of the shares of common stock being offered pursuant to this prospectus supplement and the accompanying prospectus isexpected to be made on or about September 15, 2025, subject to customary closing conditions. H.C. Wainwright & Co. The date of this prospectus supplement is September 12, 2025 About This Prospectus SupplementS-1Cautionary Note Regarding Forward-Looking StatementsS-2Prospectus Supplement SummaryS-3The OfferingS-6Risk FactorsS-7Use of ProceedsS-13DilutionS-13Description of Securities We Are OfferingS-14Concurrent Private PlacementS-14Plan of Distributio