Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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Cocrystal Pharma, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
19188J409 (CUSIP Number) |
Phillip Frost, M.D. Frost Gamma Investments Trust, 4400 Biscayne Boulevard Miami, FL, 33137 (305) 575-6015 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 19188J409 |
| 1 |
Name of reporting person
Phillip Frost, M.D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,462,012.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The amounts provided in Item 7 and 9 include (i) 15,243 shares of the Issuer's common stock and (ii) 1,679,551 shares of the Issuer's common stock, which is controlled by Dr. Frost as sole trustee. Does not include options to acquire 47,792 shares of common stock and warrants to acquire 719,426 shares of common stock, both of which are exercisable within 60 days. (2) The amount provided in Item 11 includes (i) 15,243 shares of common stock owned, (ii) 1,679,551 shares of the Issuer's common stock held by Frost Gamma Investments Trust, which is controlled by Dr. Frost as sole trustee; (iii) options to acquire 47,792 shares of common stock, which are exercisable within 60 days and (iv) 719,426 warrants to acquire shares of common stock, which is controlled by Dr. Frost as sole trustee and are exercisable within 60 days. (3) The percentage provided in Item 13 is calculated based on (i) 13,039,350 shares of common stock outstanding as of September 18, 2025 and (ii) 47,792 shares of common stock issuable upon exercise of options and 719,426 shares of common stock issuable upon exercise of warrants within 60 days. The percentage reflected in the table above is rounded to the nearest tenth (one place after the decimal point) in accordance with the instructions to Schedule 13D.
SCHEDULE 13D
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| CUSIP No. | 19188J409 |
| 1 |
Name of reporting person
Frost Gamma Investments Trust | ||||||||
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,398,977.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The amounts provided in Item 7 and 9 include 1,679,551 shares of the Issuer's common stock, which is controlled by Dr. Frost as sole trustee. Does not include warrants to acquire 719,426 shares of common stock, which are exercisable within 60 days. (2) The amount provided in Item 11 includes (i) 1,679,551 shares of the Issuer's common stock and (ii) 719,426 warrants to acquire shares of the Issuer's common stock, which are exercisable within 60 days. The securities are controlled by Dr. Frost as sole trustee. (3) The percentage provided in Item 13 is calculated based upon 13,039,350 shares of common stock outstanding as of September 18, 2025 and 719,426 shares of common stock issuable upon exercise of warrants within 60 days. The percentage reflected in the table above is rounded to the nearest tenth (one place after the decimal point) in accordance with the instructions to Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Cocrystal Pharma, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
19805 N. CREEK PARKWAY, BOTHELL,
WASHINGTON
, 98011. | |
Item 1 Comment:
This Amendment No. 7 on Schedule 13D/A (this "Amendment") is being filed with the Securities and Exchange Commission (the "SEC") on behalf of the Reporting Persons (as defined below) and relates to the common stock, par value $0.001 per share, of Cocrystal Pharma, Inc. (the "Issuer"). This Amendment is being filed as a result of a change in the Reporting Person's beneficial ownership of the common stock, and in the total number of shares of the Issuer's issued and outstanding common stock and, where so stated, amends and supplements Amendment No. 6 to the Schedule 13D and all previous filings on Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment is filed on behalf of Phillip Frost, M.D. and FGIT (together, the "Reporting Persons"). | |
| (b) | The principal business address of the Reporting Persons is 4400 Biscayne Boulevard, Miami, Florida 33137. | |
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons (or their directors, officers, or controllers, if applicable) have 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. Frost is a citizen of the United States of America. FGIT was organized in the State of Florida. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On October 28, 2025, the Reporting Person purchased units at $1.39 per unit with each unit consisting of one share of common stock and a warrant to purchase two shares of common stock, acquiring 359,713 shares of the Issuer's common stock and 719,426 warrants to purchase shares of the Issuer's common stock. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the shares of common stock for investment purposes. On October 28, 2025, the Reporting Person acquired 359,713 shares of the Issuer's common stock and 719,426 warrants to purchase shares of the Issuer's common stock in connection with an offering. These securities are held by FGIT, of which Phillip Frost, MD is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation. Dr. Frost disclaims beneficial ownership of the securities held by FGIT except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Dr. Frost is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The beneficial ownership percentages disclosed below are based on 13,039,350 shares of common stock outstanding as of September 18, 2025, 47,792 shares of common stock issuable upon exercise of options and 719,426 shares of common stock issuable upon exercise of warrants, both within 60 days. Dr. Frost is the beneficial owner of 2,462,012 shares of common stock representing 17.8% of the shares outstanding of the Issuer, including (i) 1,679,551 shares of common stock held by FGIT, (ii) 15,243 shares of the Issuer's common stock held by the Reporting Person, (iii) 47,792 shares of common stock issuable upon exercise of vested options and (iv) 719,426 shares of common stock issuable upon exercise of warrants. Dr. Frost is the trustee of FGIT. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of FGIT. 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 FGIT. Dr. Frost disclaims beneficial ownership of the securities held by FGIT except to the extent of any pecuniary interest therein. Dr. Frost has sole dispositive power with respect to 47,792 shares of common stock issuable upon exercise of vested options. | |
| (b) | The Reporting Persons have voting and dispositive power over the Issuer's securities as described above in Item 5(a). | |
| (c) | Except as described in this Schedule 13D under Item 3 above, the Reporting Persons did not engage in any transactions in shares of the Company's common stock during the past 60 days. | |
| (d) | Not Applicable. | |
| (e) | Not Applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not applicable. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| 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.
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