Current Report Filing (8-k)
August 10 2018 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 6, 2018
Cocrystal
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38418
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35-2528215
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(State
or other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
|
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(IRS
Employer
Identification
No.)
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1860
Montreal Rd, Tucker, GA
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30084
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 786-459-1831
(Former
name or former address, if changed since last report.):
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
August 6, 2018, Cocrystal Pharma, Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders (the “2018
Annual Meeting”). At the 2018 Annual Meeting, the Company’s shareholders voted on (i) the election of six members
of the Company’s Board of Directors (Proposal 1); (ii) approval of an amendment to the Company’s Certificate of Incorporation
to reduce the number of shares of common stock, par value $0.001 per share (the “Common Stock”) the Company is authorized
to issue from 800,000,000 to 100,000,000 (Proposal 2); (iii) approval, on an advisory basis, of the Company’s named executive
officer compensation (Proposal 3); and (iv) ratification of the appointment of BDO USA, LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2018 (Proposal 4), as described in more detail in the
Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 25, 2018.
Set
forth below are the voting results on each matter submitted to the shareholders at the 2018 Annual Meeting.
Proposal
1
. The Company’s shareholders voted to elect the following six individuals as directors to hold office until the next
annual meeting of shareholders and until their successors are duly elected and qualified.
Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Raymond Schinazi
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18,360,992
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1,451
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3,192,939
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Gary Wilcox
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18,360,992
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1,451
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3,192,939
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David Block
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18,333,602
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1,451
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3,220,329
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Phillip Frost
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18,333,129
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2,489
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3,219,764
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Jane Hsiao
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18,332,682
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3,122
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3,219,578
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Steven Rubin
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18,330,895
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2,716
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3,221,771
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Proposal
2
. The Company’s shareholders voted to approve an amendment to the Company’s Certificate of Incorporation to reduce
the number of shares of Common Stock the Company is authorized to issue from 800,000,000 to 100,000,000.
Votes For
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Votes Against
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Abstentions
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21,493,793
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32,953
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1,137
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Proposal
3
. The Company’s shareholders voted to approve, on an advisory basis, the Company’s named executive officer compensation.
Votes For
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Votes Against
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Abstentions
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18,339,109
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17,175
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7,398
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Proposal
4
. The Company’s stockholders voted to ratify the appointment of BDO USA, LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2018.
Votes For
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Votes Against
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Abstentions
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21,532,486
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12,440
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10,185
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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.
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Cocrystal
Pharma, Inc.
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Date:
August 10, 2018
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By:
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/s/
James Martin
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Name:
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James
Martin
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Title:
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Chief
Financial Officer
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