Cocrystal Pharma Inc美股招股说明书(2025-09-29版)

Cocrystal Pharma, Inc. 5,736,773 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under “SellingStockholders,” of up to 5,736,773 shares of our common stock, par value $0.001 per share, issuable upon exercise of outstandingwarrants (the “Warrants”). The Warrants were issued in a private placement offering which occurred concurrently in connection with aregistered direct offering of our common stock and consist of (i) 5,529,420 Warrants issued to certain accredited investors whoparticipated in such offering and (ii) 207,353 Warrants issued as consideration to the placement agent in such offering. We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our commonstock by the selling stockholders under this prospectus. The selling stockholders will bear all brokerage commissions and similarexpenses attributable to the sale of shares under this prospectus, and we will bear all costs, expenses and fees in connection with theregistration of such shares. The selling stockholders may sell the shares of our common stock offered by this prospectus from time totime on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described inthis prospectus. Such shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailingmarket price or at negotiated prices. See “Plan of Distribution” beginning on page 17. Our common stock is listed on The Nasdaq Capital Market under the symbol “COCP”. On September 25, 2025, the reported sale priceof our common stock on The Nasdaq Capital Market was $1.25 per share. Investing in our securities involves risk. See “Risk Factors” beginning on page 8 of this prospectus and any similar sectionscontained in the documents incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is September 25, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS8USE OF PROCEEDS14SELLING STOCKHOLDERS14PLAN OF DISTRIBUTION17LEGAL MATTERS21EXPERTS21INCORPORATION BY REFERENCE21DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES22WHERE YOU CAN FIND MORE INFORMATION22 ABOUT THIS PROSPECTUS This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under “SellingStockholders” beginning on page 14, of up to 5,736,773 shares of our common stock issuable upon exercise of the Warrants. We arenot selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our common stock bythe selling stockholders under this prospectus. This prospectus is part of a registration statement on Form S-1 that we have filed with the Securities and Exchange Commission (the“SEC”). This prospectus omits some of the information contained in the registration statement, and we refer you to the full registrationstatement for further information about us and the securities being offered by the selling stockholders under this prospectus. Beforemaking an investment decision, you should read, in addition to this prospectus and the registration statement, any documents that weincorporate by reference in this prospectus, as referred to under “Incorporation By Reference” beginning on page 21, and theinformation under “Where You Can Find More Information” beginning on page 22. Any statement contained in the prospectusconcerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC is notnecessarily complete, and in each instance reference is made to the copy of the document filed. You should review the completedocument to evaluate these statements. Further, you should not assume that the information in this prospectus or any documentsincorporated by reference herein is accurate as of any date other than the date of each document. Our business, financial condition,results of operations or prospects may have changed since those dates. Neither we nor the selling stockholders have authorized any other person to provide you with any information or to make anyrepresentations, other than those contained in this prospectus or incorporated by reference in this prospectus. If anyone provides youwith additional, different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securitiesand it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The representati