CUSIP No. 19188J300
|
Schedule 13D/A
|
Page
2
of
14
|
1. NAMES
OF REPORTING PERSONS
|
Raymond
F. Schinazi
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
|
(b)
[X]
|
3. SEC
USE ONLY
|
4.
SOURCE OF FUNDS (see instructions)
OO
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
United
States of America
|
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
|
7. SOLE
VOTING POWER
|
|
0
|
|
8. SHARED
VOTING POWER
|
|
10,361,985
|
|
9.
SOLE DISPOSITIVE POWER
|
|
10,361,985
|
|
10. SHARED
DISPOSITIVE POWER
|
|
0
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10,361,985
(1)
|
12. CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[ ]
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
34.48%
(2)
|
14. TYPE
OF REPORTING PERSON
|
|
IN
|
|
(1)
|
Includes
(i) 9,240,928 shares of common stock held directly by Dr. Schinazi, (ii) 995,593 shares
of common stock held by an entity controlled by Dr. Schinazi, and (iii) 125,464 fully
vested options. Does not include shares of Common Stock, held by Brace Pharmaceuticals,
LLC, in which Dr. Schinazi is a director and holder of a minority interest.
|
|
(2)
|
Based
upon 29,923,076 shares of Common Stock outstanding as of June 11, 2018.
|
CUSIP No. 19188J300
|
Schedule 13D/A
|
Page
3
of
14
|
1. NAMES
OF REPORTING PERSONS
|
Phillip
Frost, M.D.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
|
(b)
[X]
|
3. SEC
USE ONLY
|
4.
SOURCE OF FUNDS (see instructions)
OO
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
United
States of America
|
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
|
7. SOLE
VOTING POWER
|
|
0
|
|
8. SHARED
VOTING POWER
|
|
3,664,014
(1)
|
|
9. SOLE
DISPOSITIVE POWER
|
|
8,749
|
|
10. SHARED
DISPOSITIVE POWER
|
|
3,655,265
(2)
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
3,664,014
(1)
|
12. CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[ ]
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
12.24%
(3)
|
14. TYPE
OF REPORTING PERSON
|
|
IN
|
|
(1)
|
Includes
(i) 3,655,265 shares of Common Stock held by Frost Gamma Investments Trust and (ii) 8,749
shares of Common Stock that may be acquired upon exercise of vested options. Does not
include securities held by OPKO Health, Inc., a corporation of which Dr. Frost is the
Chief Executive Officer and Chairman, concerning the securities of which Dr. Frost does
not hold voting and investment control. Dr. Frost disclaims beneficial ownership of the
securities held by Frost Gamma Investments Trust and OPKO Health, Inc. except to the
extent of any pecuniary interest therein.
|
|
(2)
|
These
shares are held by Frost Gamma Investments Trust, of which Dr. Frost is the trustee.
Frost Gamma Limited Partnership is the sole and exclusive beneficiary of the Trust. Dr.
Frost is one of two limited partners of Frost Gamma Limited Partnership. Dr. Frost is
also the sole shareholder of Frost-Nevada Corporation, which is the sole shareholder
of Frost Gamma, Inc., the general partner of Frost Gamma Limited Partnership.
|
|
(3)
|
Based
upon 29,923,076 shares of Common Stock outstanding as of June 11, 2018.
|
CUSIP No. 19188J300
|
Schedule 13D/A
|
Page
4
of
14
|
1. NAMES
OF REPORTING PERSONS
|
Frost
Gamma Investments Trust
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
|
(b)
[X]
|
3. SEC
USE ONLY
|
4.
SOURCE OF FUNDS (see instructions)
OO
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Florida
|
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
|
7. SOLE
VOTING POWER
|
|
0
|
|
8. SHARED
VOTING POWER
|
|
3,655,265
|
|
9. SOLE
DISPOSITIVE POWER
|
|
0
|
|
10. SHARED
DISPOSITIVE POWER
|
|
3,655,265
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
3,655,265
|
12. CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[ ]
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
12.22%
(1)
|
14. TYPE
OF REPORTING PERSON
|
|
OO
|
|
(1)
|
Based
upon 29,923,076 shares of Common Stock outstanding as of June 11, 2018.
|
CUSIP No. 19188J300
|
Schedule 13D/A
|
Page
5
of
14
|
1. NAMES
OF REPORTING PERSONS
|
Gary
Wilcox
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
|
(b)
[X]
|
3. SEC
USE ONLY
|
4.
SOURCE OF FUNDS (see instructions)
OO
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
|
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
United
States of America
|
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
|
7. SOLE
VOTING POWER
|
|
0
|
|
8. SHARED
VOTING POWER
|
|
564,952
|
|
9. SOLE
DISPOSITIVE POWER
|
|
564,952
|
|
10. SHARED
DISPOSITIVE POWER
|
|
0
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
564,952
|
12. CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[
]
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
1.89%
(1)
|
14. TYPE
OF REPORTING PERSON
|
|
IN
|
|
(1)
|
Based
upon 29,923,076 shares of Common Stock outstanding as of June 11, 2018.
|
CUSIP No. 19188J300
|
Schedule 13D/A
|
Page
6
of
14
|
1. NAMES
OF REPORTING PERSONS
|
Roger
Kornberg
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
|
(b)
[X]
|
3. SEC
USE ONLY
|
4.
SOURCE OF FUNDS (see instructions)
OO
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
United
States of America
|
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
|
7. SOLE
VOTING POWER
|
|
0
|
|
8. SHARED
VOTING POWER
|
|
515,481
|
|
9. SOLE
DISPOSITIVE POWER
|
|
515,481
|
|
10. SHARED
DISPOSITIVE POWER
|
|
0
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
515,481
|
12. CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[ ]
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
1.72%
(1)
|
14. TYPE
OF REPORTING PERSON
|
|
IN
|
|
(1)
|
Based
upon 29,923,076 shares of Common Stock outstanding as of June 11, 2018.
|
CUSIP No. 19188J300
|
Schedule 13D/A
|
Page
7
of
14
|
1. NAMES
OF REPORTING PERSONS
|
Steven
D. Rubin
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
|
(b)
[X]
|
3. SEC
USE ONLY
|
4.
SOURCE OF FUNDS (see instructions)
OO
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
United
States of America
|
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
|
7. SOLE
VOTING POWER
|
|
0
|
|
8. SHARED
VOTING POWER
|
|
32,197
|
|
9. SOLE
DISPOSITIVE POWER
|
|
32,197
|
|
10. SHARED
DISPOSITIVE POWER
|
|
0
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
32,197
(1)
|
12. CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[
]
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.1%
(2)
|
14. TYPE
OF REPORTING PERSON
|
|
IN
|
|
(1)
|
Includes
8,749 vested options.
|
|
(2)
|
Based
upon 29,923,076 shares of Common Stock outstanding as of June 11, 2018.
|
CUSIP No. 19188J300
|
Schedule 13D/A
|
Page
8
of
14
|
EXPLANATORY
NOTE
This
Amendment No. 1 (the “Amendment”) amends and restates the Schedule 13D originally filed on December 5, 2014 (the “Original
Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Original
Schedule 13D. All items not supplemented in this Amendment remain unchanged from the Original Schedule 13D. Unless otherwise indicated
herein, capitalized terms used but not defined in this Amendment shall have the same meaning herein as are ascribed to such terms
in the Original Schedule 13D.
Item
1.
|
Security
and Issuer.
|
This
Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock”)
of Cocrystal Pharma, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are
located at 1860 Montreal Road, Tucker, Georgia, 30084.
On
January 24, 2018, the Issuer effected a 1-for-30 reverse stock split of its Common Stock (the “Reverse Split”). The
share amounts and share prices of Common Stock specified in this Amendment have been adjusted to give effect to the Reverse Split.
Item
2.
|
Identity
and Background.
|
(a)
This Amendment is filed on behalf of Raymond Schinazi, Phillip Frost, M.D., Frost Gamma Investments Trust (the “Trust”),
Gary Wilcox, Roger Kornberg and Steven Rubin (together, the “Filing Persons”). The Original Schedule 13D was filed
on behalf of the Filing Persons, OPKO Health, Inc., Bracrystal Pharmaceuticals, LLC (“Bracrystal”) and Sam Lee, as
parties to the Stockholder Rights Agreement, dated November 25, 2014 (the “Stockholder Agreement”). See “
Item
3‒Stockholder Rights Agreement and the Merger
” for more information about the Stockholder Agreement. OPKO Health,
Inc., Bracrystal and Dr. Lee are expected to separately file amendments to the Original Schedule 13D.
(b)
The principal business address of Phillip Frost, M.D., the Trust, OPKO Health, Inc. and Steven Rubin is 4400 Biscayne Boulevard,
Miami, Florida 33137. The principal business address of Raymond Schinazi, Gary Wilcox, and Sam Lee is c/o Cocrystal Pharma, Inc.,
1860 Montreal Road, Tucker, Georgia, 30084. The principal business address of Roger Kornberg is Stanford University Medical School,
Department of Structural Biology, Fairchild Building ‒ 1st floor, 299 Campus Dr., Stanford CA, 94305. The principal business
address of Bracrystal is 155 Gibbs Street, Suite 506, Rockville, Maryland 20850.
(c)
Dr. Schinazi’s principal occupation is serving as Professor of Pediatrics and Director of the Scientific Working Group on
Viral Eradication for the NIH-sponsored Emory University Center for AIDS Research (CFAR). Dr. Frost’s principal occupation
is serving as Chairman and Chief Executive Officer of OPKO. The principal business of the Trust is to invest in securities. The
principal business of OPKO Health, Inc. is developing and commercializing technologies in the biopharmaceutical and diagnostics
industries. The principal business of Bracrystal is investing in biotechnology. Dr. Wilcox’s principal occupation is serving
as the Chief Executive Officer of the Issuer. Dr. Kornberg’s principal occupation is serving as the Winzer Professor of
Medicine in the Department of Structural Biology at Stanford University. Dr. Lee’s principal occupation is serving as the
President of the Issuer. Mr. Rubin’s principal occupation is serving as the Executive Vice President – Administration
of OPKO Health, Inc.
(d)
During the last five years, none of the Filing Persons has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
CUSIP No. 19188J300
|
Schedule 13D/A
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Page
9
of
14
|
(e)
During the last five years, none of the Filing Persons (or their directors, officers, or controllers, if applicable) has been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
were or are 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.
(f)
Dr. Schinazi, Dr. Frost, Dr. Wilcox, Dr. Kornberg, Dr. Lee and Mr. Rubin are citizens of the United States of America. The Trust
was organized in the State of Florida. OPKO Health, Inc. was organized in the state of Delaware. Bracrystal was organized in the
state of Delaware.
Item
3.
|
Source
or Amount of Funds or Other Consideration.
|
Shelf
Offering
In
May 2018, the Issuer sold 4,435,527 shares of Common Stock (including the partial exercise of the over-allotment option) in an
underwritten public offering (the “Shelf Offering”). The shares in the Shelf Offering were offered pursuant to a shelf
registration statement on Form S-3 (No. 333-220632) previously filed with the U.S. Securities and Exchange Commission and declared
effective on October 10, 2017.
RFS
Partners, LP, a limited partnership controlled by Dr. Schinazi (“RFS Partners”), acquired 420,737 shares of Common
Stock in the Shelf Offering for a total consideration of $800,000. The purchase price was paid out of the working capital of RFS
Partners. The Trust acquired 105,263 shares of Common Stock in the Shelf Offering for a total consideration of $200,000. The purchase
price was paid out of the trust funds of the Trust.
Convertible
Notes
The
Issuer issued 273,367 shares of Common Stock to RFS Partners upon the conversion on May 10, 2018 of the 8% convertible note in
the principal amount of $500,000 due November 24, 2019 (the “Schinazi Note”). The Issuer issued 538,544 shares of
Common Stock to OPKO Health, Inc. upon the conversion on May 18, 2018 of the 8% convertible note in the principal amount of $1,000,000
due January 31, 2020 (the “OPKO Note” and together with the Schinazi Note, the “Notes”). The Notes, as
amended pursuant to a resolution of the Issuer’s two disinterested directors, were converted at the reduced conversion price
of $1.90 per share, which was the offering price in the Shelf Offering. The number of shares issued upon the conversion of the
Notes was based on the principal amount of the Notes and the amount of interest accrued on each Note.
CUSIP No. 19188J300
|
Schedule 13D/A
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Page
10
of
14
|
Private
Placements of Common Stock
On
April 20, 2017, RFS Partners acquired approximately 138,888 shares of Common Stock for a total consideration of approximately
$1,000,000 in a private placement of Common Stock. The purchase price was paid out of the working capital of RFS Partners.
On
September 1, 2016, (i) RFS Partners acquired approximately 162,602 shares of Common Stock for a total consideration of $2,000,001,
and (ii) Dr. Wilcox acquired approximately 33 shares of Common Stock for a total consideration of $4,100 in a private placement
of Common Stock. The purchase price was paid out of the working capital of RFS Partners and Dr. Wilcox’s personal funds
(as applicable).
On
March 15, 2016, (i) each of Dr. Schinazi and the Trust acquired approximately 98,039 shares of Common Stock for a total consideration
of $1,500,000 each, (ii) Mr. Rubin acquired approximately 1,307 shares of Common Stock for a total consideration of $20,000, and
(iii) Dr. Wilcox acquired approximately 1,634 shares of Common Stock for a total consideration of $25,000 in a private placement
of Common Stock. The purchase price was paid with Dr. Schinazi’s, Mr. Rubin’s and Dr. Wilcox’s personal funds
and the trust funds of the Trust (as applicable).
On
April 21, 2015, Dr. Schinazi acquired approximately 115,495 shares of Common Stock for a total consideration of $3,153,019 in
a private placement of Common Stock. The purchase price was paid with Dr. Schinazi’s personal funds.
On
March 25, 2015, each of Dr. Wilcox and Mr. Rubin acquired approximately 1,812 shares of Common Stock for a total consideration
of $50,000 each, and the Trust acquired approximately 115,495 shares of Common Stock for a total consideration of $3,187,667 in
a private placement of Common Stock. The purchase price was paid with Dr. Wilcox’s and Mr. Rubin’s personal funds
and the trust funds of the Trust (as applicable).
Grant
of Options
On
April 13, 2015, the Issuer granted to each of its directors, including Dr. Frost, Dr. Schinazi, and Mr. Rubin, options to buy
approximately 11,666 shares of Common Stock exercisable for 10 years at an exercise price of approximately $35 per share. The
options vest in four equal annual installments with the first vesting date being one year from the date of the grant. As of the
date of this Amendment, approximately 8,749 out of each 11,666 options have fully vested.
Option
Exercises
On
July 11, 2017, Dr. Schinazi acquired approximately 56,899 shares of Common Stock at the exercise price of $1.41 per share for
a total consideration of $80,228 upon exercise of previously issued stock options of the Issuer. The purchase price was paid with
Dr. Schinazi’s personal funds.
CUSIP No. 19188J300
|
Schedule 13D/A
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Page
11
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14
|
Conversion
of Series A Convertible Preferred Stock
The
Issuer issued (i) approximately 8,970,494 shares of Common Stock to Dr. Schinazi upon the automatic conversion on March 3, 2015
of all of the Issuer’s Series A Preferred Stock (the “Series A”) into Common Stock with no additional consideration.
Conversion
of Series B Convertible Preferred Stock
The
Issuer issued (i) approximately 2,924,213 shares of Common Stock to the Trust, (ii) approximately 561,175 shares of Common Stock
to Dr. Wilcox and (iii) approximately 3,664 shares of Common Stock to Mr. Rubin, upon the automatic conversion on March 3, 2015
of all of the Issuer’s Series B Preferred Stock into Common Stock with no additional consideration.
Open
Market Purchases
On
December 15, 2014, the Trust acquired an aggregate of approximately 833 shares of Common Stock in the open market for a total
consideration of approximately $10,770.
Stockholder
Rights Agreement and the Merger
On
November 25, 2014, Dr. Schinazi and Bracrystal acquired Series A shares in connection with a transaction and series of related
mergers (collectively, the “Merger”) through which Cocrystal Merger Sub, Inc., a Delaware corporation, and RFS Pharma,
LLC, a Georgia limited liability company (“RFS Pharma”), became wholly-owned subsidiaries of the Issuer. Dr. Schinazi
and Bracrystal were both holders of RFS Pharma securities prior to the Merger. In consideration of the Merger, RFS Pharma securityholders
received an aggregate of 1,000,000 shares of Series A preferred stock of the Issuer. In addition, holders of options to purchase
RFS Pharma securities received options to purchase an aggregate of approximately 551,418 shares of Common Stock of the Issuer.
All the Series A shares were automatically converted into Common Stock on March 3, 2015.
In
connection with the Merger, the Issuer, RFS Pharma, the Filing Persons and certain other securityholders entered into the Stockholder
Agreement, pursuant to which the Filing Persons agreed to limitations on their respective voting power and dispositive power over
the Issuer’s securities. Other than the Merger consideration, the Filing Persons neither paid nor received consideration
for entering into the Stockholder Agreement. In addition to the Filing Persons, as of the date of the filing of the Original Schedule
13D, 17 additional securityholders of the Issuer, with shared voting and dispositive power over an aggregate of approximately
354,031 shares, or 1.5% of the aggregate voting power of the Issuer, were signatories to the Stockholder Agreement. Each additional
signatory held less than 0.5% of the aggregate voting power of the Issuer as of the date of the Original Schedule 13D.
Item
4.
|
Purpose
of Transaction.
|
The
Filing Persons acquired the shares of Common Stock for investment purposes. The conversion of the Notes was done with a view to
improve the Issuer’s financial condition by eliminating outstanding long-term indebtedness of the Issuer.
CUSIP No. 19188J300
|
Schedule 13D/A
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Page
12
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14
|
Each
of the Filing Persons may, at any time or from time to time, formulate plans or proposals regarding the Issuer or its securities
to the extent deemed advisable by the Filing Persons in light of each of their general investment policies, market conditions,
subsequent developments affecting the Issuer, the general business and future prospects of the Issuer, or other factors. Subject
to the limitations contained in the Stockholder Agreement, each of the Filing Persons may take any actions they deem appropriate
with respect to their investments, including increasing or decreasing their ownership interests in the Issuer (including by way
of open market or privately negotiated transactions, and subject to Section 16(b) of the Securities Exchange Act of 1934).
Dr.
Frost, Dr. Schinazi, Dr. Wilcox, and Mr. Rubin are directors of the Issuer, and Dr. Wilcox is also the Interim Chief Executive
Officer of the Issuer. Dr. Lee is President of the Issuer. Solely in these capacities, the foregoing persons may, from time to
time, formulate plans or proposals regarding the Issuer or its securities for consideration by the Board of Directors and the
Issuer’s management as part of their service to the Issuer.
Other
than as described herein, none of the Filing Persons has any plans that would result in any of the actions required to be described
in subsections (a) through (j) of Item 4 of Schedule 13D.
Notwithstanding
their joint filing of this Schedule 13D, the Filing Persons disclaim membership in any group as a result of being signatories
to the Stockholder Agreement.
Item
5.
|
Interest
in Securities of the Issuer.
|
|
(a)
|
Aggregate
Number and Percentage of Class of Securities
|
The
beneficial ownership percentages disclosed below are based on 29,923,076 shares of Common Stock outstanding as of the date of
this Amendment.
Raymond
F. Schinazi
Dr.
Schinazi is the beneficial owner of 10,361,985 shares of Common Stock representing 34.48% of the voting power of the Issuer, including
(i) shares of Common Stock held directly by Dr. Schinazi, (ii) 995,593 shares of Common Stock held by RFS Partners, LP, an entity
controlled by Dr. Schinazi, and (iii) 125,464 shares of Common Stock issuable upon exercise of fully vested options. Dr. Schinazi
has sole dispositive power and, by virtue of the Stockholder Agreement shared voting power, with respect to these shares.
Phillip
Frost, M.D. and Frost Gamma Investments Trust
Dr.
Frost is the beneficial owner of 3,664,014 shares of Common Stock representing 12.24% of the voting power of the Issuer, including
(i) 3,655,265 shares of Common Stock held by the Trust, and (ii) 8,749 shares of Common Stock issuable upon exercise of vested
options. Dr. Frost is the trustee of the Trust. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of the Trust.
Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. Dr. Frost is the sole shareholder of Frost-Nevada
Corporation, which is the sole shareholder of Frost Gamma, Inc., the general partner of Frost Gamma Limited Partnership. As a
result of the foregoing, Dr. Frost may be deemed the beneficial owner of the shares of Common Stock held by the Trust. Dr. Frost
disclaims beneficial ownership of the securities held by the Trust except to the extent of any pecuniary interest therein.
CUSIP No. 19188J300
|
Schedule 13D/A
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Page
13
of
14
|
Dr.
Frost has sole dispositive power with respect to 8,749 shares of Common Stock issuable upon exercise of vested options, shared
dispositive power with respect to the shares held by the Trust and, by virtue of the Stockholder Agreement shared voting power,
with respect to all these shares.
Dr.
Frost is the Chief Executive Officer and Chairman of OPKO Health, Inc., however he does not have any voting or investment control
over the securities held by OPKO Health, Inc. Dr. Frost disclaims beneficial ownership of the securities held by OPKO Health,
Inc.
Gary
Wilcox
Dr.
Wilcox is the beneficial owner of 564,952 shares of Common Stock representing 1.89% of the voting power of the Issuer. Dr. Wilcox
has sole dispositive power and, by virtue of the Stockholder Agreement shared voting power, with respect to these shares.
Roger
Kornberg
Dr.
Kornberg is the beneficial owner of 515,481 shares of Common Stock representing 1.72% of the voting power of the Issuer. Dr. Kornberg
has sole dispositive power and, by virtue of the Stockholder Agreement shared voting power, with respect to these shares.
Steven
D. Rubin
Mr.
Rubin is the beneficial owner of 32,197 shares of Common Stock representing 0.1% of the voting power of the Issuer, including
8,749 vested options. Mr. Rubin has sole dispositive power and, by virtue of the Stockholder Agreement shared voting power, with
respect to these shares.
|
(b)
|
The
Filing Persons have voting and dispositive power over the Issuer’s securities as
described above in Item 5(a).
|
|
(c)
|
For
the description of the transactions with respect to shares of Common Stock effected by
the Filing Persons during the past sixty (60) days see “
Item 3
‒
Shelf
Offering
” and “
Item 3
‒
Convertible Notes
”.
|
|
(d)
|
To
the best of knowledge of each of the Filing Persons, no person, other than the Filing
Persons, is known to have the right to receive or the power to direct the receipt of
dividends from, or any proceeds from the sale of, the securities of the Issuer beneficially
owned by the Filing Persons.
|
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.
June
18, 2018
|
|
/s/
Raymond F. Schinazi
|
Date
|
|
Raymond
F. Schinazi
|
|
|
|
June
18, 2018
|
|
/s/
Phillip Frost, M.D.
|
Date
|
|
Phillip
Frost, M.D.
|
|
|
|
June
18, 2018
|
|
Frost
Gamma Investments Trust
By:
/s/
Phillip Frost, M.D.
|
Date
|
|
Phillip
Frost, M.D., Trustee
|
|
|
|
June
18, 2018
|
|
/s/
Gary Wilcox
|
Date
|
|
Gary
Wilcox
|
|
|
|
June
18, 2018
|
|
/s/
Roger Kornberg
|
Date
|
|
Roger
Kornberg
|
|
|
|
June
18, 2018
|
|
/s/
Steven D. Rubin
|
Date
|
|
Steven
D. Rubin
|