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Cocrystal Pharma, Inc.

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 13, 2026

COCP$1.04+4.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001493152-26-023377

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001493152-26-037573

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 81 previous paragraphs and 85 current paragraphs.

62 unchanged; 14 reworded; 9 added; 5 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

In May 2026, we announced that the Company’s direct-acting antivirals demonstrate pan-viral activity against multiple viruses, including hantavirus, bunyavirus and influenza. These antiviral molecules target a highly conserved region of the viral replication enzyme, specifically the L-protein of Andes hantavirus, which is essential for viral replication and transcription.In vitro potency data show superior activity (IC 50 <50 nM) against hantaan virus, which is closely related to the Andes hantavirus strain associated with recent outbreaks. While still in early stages, we are encouraged by our initialin vitropotency data against hantavirus and plan to evaluatein vitro antiviral activity against the Andes hantavirus replication enzyme.

Current report

Total research and development expenses for the three months ended June 30, 2026, and 2025 were $2,142,000 and $1,122,000, respectively. The increase of $1,020,000 was primarily due to costs associated with our norovirus and coronavirus candidate CDI-988 entering into a norovirus Phase 1a clinical trial for in 2026.

Current report

Total research and development expenses for the six months ended June 30, 2026, and 2025 were $3,513,000 and $2,482,000, respectively. The increase of $1,031,000 was primarily due to costs associated with our norovirus and coronavirus candidate CDI-988 entering into a norovirus Phase 1a clinical trial for in 2026.

Current report

General and administrative expenses for the three months ended June 30, 2026, and 2025 were $1,147,000 and $986,000, respectively. The increase of $161,000 was primarily due to increases in professional fees and insurance expense.

Current report

General and administrative expenses for the six months ended June 30, 2026, and 2025 were $2,357,000 and $1,967,000, respectively. The increase of $390,000 was primarily due to increases in professional fees and insurance expense.

Current report

No cash was used for investing activities for the six months ended June 30, 2026 and 2025 and no cash was used for financing activities for the six months ended June 30, 2026 and 2025.

Current report

The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs. The Company had $2,169,000 unrestricted cash on June 30, 2026. On July 31, 2026, the Company entered into a Securities Purchase Agreement (“SPA”) with OPKO Health, Inc., an accredited investor (the “Purchaser”), pursuant to which the Company sold and issued to the Purchaser a total of 5,474,053 shares of the Company’s common stock at a purchase price of $0.9134 per share, the Nasdaq Consolidated Bid Price on the trading day of closing, resulting in gross proceeds to the Company of $5.0 million.

Current report

On July 31, 2026, the Company entered into a Securities Purchase Agreement (“SPA”) with OPKO Health, Inc. (the “Purchaser”), pursuant to which the Company sold and issued to the Purchaser a total of 5,474,053 shares of the Company’s common stock at a purchase price of $0.9134 per share, the Nasdaq Consolidated Bid Price on the trading day of closing, resulting in gross proceeds to the Company of $5.0 million. Dr. Phillip Frost, Charman and Chief Executive Officer of the Purchaser, is co-founder, director and principal stockholder of the Company. The Company intends to use the net proceeds from this offering, after deducting offering expenses, for the advancement of its preclinical and clinical drug candidate programs, and for general corporate purposes and working capital.
Removed paragraphs (5)

Previous report

Total research and development expenses for the three months ended March 31, 2026, and 2025 were $1,371,000 and $1,360,000, respectively.

Previous report

General and administrative expenses for the three months ended March 31, 2026, and 2025 were $1,210,000 and $981,000, respectively. The increase of $229,000 was predominantly due to an increase in legal and consultant cost partially offset with a decrease of $76,000 on salary and wages.

Previous report

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses and negative operating cash flows since inception. For the three months ended March 31, 2026, the Company recorded a net loss of approximately $2,299,000 and used approximately $2,340,000 of cash in operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Previous report

On March 31, 2026, the Company had cash and restricted cash of approximately $4,760,000. Restricted cash represents amounts pledged as collateral for financing arrangements that are currently limited to the issuance of business credit cards. The restriction will end upon the conclusion of these financing arrangements. We believe that our current resources will not be sufficient to fund our operations beyond the next 12 months. This estimate is based, in part, upon our currently projected expenditures. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the company cannot continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2025, has also expressed substantial doubt about the Company’s ability to continue as a going concern.
Reworded paragraphs (14)

Previous wording

During the three months ended March 31, 2026 and more recently the Company continued to focus its research and development efforts primarily in three areas of norovirus, influenza and coronavirus.

Current wording

During the six months ended June 30, 2026 and more recently the Company continued to focus its research and development efforts primarily in three areas of norovirus, influenza and coronavirus.

Previous wording

We recently announced that the FDA has granted Fast Track designation to CDI-988. The FDA Fast Track designation aims to facilitate the development and accelerate the review process for drugs that treat serious conditions and address unmet medical needs and allows for a rolling review of a new drug application (NDA) and might help qualify a product for priority review at the time of NDA submission.

Current wording

In April 2026, we announced that the FDA has granted Fast Track designation to CDI-988. The FDA Fast Track designation aims to facilitate the development and accelerate the review process for drugs that treat serious conditions and address unmet medical needs and allows for a rolling review of a new drug application (NDA) and might help qualify a product for priority review at the time of NDA submission.

Previous wording

In December 2023 we received authorization from the United Kingdom Medicines and Healthcare Products Regulatory Agency (MHRA) to conduct a Phase 2a human challenge study with oral CC-42344 as a potential treatment for pandemic and seasonal influenza A. This randomized, double-blind, placebo-controlled study was designed to evaluate the safety, tolerability, viral and clinical measurements of healthy subjects infected with the influenza A virus dosed with oral CC-42344 treatment. While in the Phase 2a study CC-42344 demonstrated favorable safety and tolerability profile and no serious adverse events (“SAEs”) or drug-related discontinuations by study participants, due to unexpectedly low influenza infection among study participants, management determined that the low infectivity obtained in this study hindered antiviral data analysis. A dispute has arisen with the United Kingdom clinical research organization (the “CRO”) that performed the Phase 2a study. The Company contends that the CRO breached its agreement in a number of respects and is requesting that the CRO refund the $6,309,000 it was paid or redo the study. The CRO has implicitly denied liability and is seeking to recover an additional approximately $600,000 from the Company. As of the date of this Report, it appears that the Company will seek to arbitrate the dispute as required under the agreement with the CRO and more recently has filed a demand letter reserving all of our rights and has initiated arbitration. See the risk factor entitled “We face significant risks and uncertainties surrounding our Influenza A program following an initial Phase 2a study which failed to yield scientifically viable results relating to the product candidate’s efficacy” beginning on page 14 of our Annual Report on Form 10-K for the year ended December 31, 2025. Subject to resolution of this issue or our raising capital to conduct another study, we plan to continue development of oral CC-42344 as a treatment for pandemic and seasonal influenza A.

Current wording

In December 2023 we received authorization from the United Kingdom Medicines and Healthcare Products Regulatory Agency (MHRA) to conduct a Phase 2a human challenge study with oral CC-42344 as a potential treatment for pandemic and seasonal influenza A. This randomized, double-blind, placebo-controlled study was designed to evaluate the safety, tolerability, viral and clinical measurements of healthy subjects infected with the influenza A virus dosed with oral CC-42344 treatment. While in the Phase 2a study CC-42344 demonstrated favorable safety and tolerability profile and no serious adverse events (“SAEs”) or drug-related discontinuations by study participants, due to unexpectedly low influenza infection among study participants, management determined that the low infectivity and virology readout obtained in this study hindered the clinical endpoints of the study. A dispute has arisen with the United Kingdom clinical research organization (the “CRO”) that performed the Phase 2a study. The Company contends that the CRO breached its agreement in a number of respects and is requesting that the CRO refund the $6,309,000 it was paid or redo the study. The CRO has implicitly denied liability and is seeking to recover an additional approximately $600,000 from the Company. As of the date of this Report, the Company is seeking to resolve the dispute through arbitration as required under the agreement with the CRO and more recently has filed a demand letter reserving all of our rights and has initiated arbitration. See the risk factor entitled “We face significant risks and uncertainties surrounding our Influenza A program following an initial Phase 2a study which failed to yield scientifically viable results relating to the product candidate’s efficacy” beginning on page 14 of our Annual Report on Form 10-K for the year ended December 31, 2025. Subject to resolution of this issue or our raising capital to conduct another study, we plan to continue development of oral CC-42344 as a treatment for pandemic and seasonal influenza A.

Previous wording

Results of Operations for the Three Months Ended March 31, 2026 compared to the Three Months Ended March 31, 2025

Current wording

Results of Operations for the Three and Six Months Ended June 30, 2026 compared to the Three and Six Months Ended June 30, 2025

Previous wording

Grant income is earned by award program progress from Company services provided. Total grant income for the three months ended March 31, 2026, and 2025 were $225,000 and $0, respectively.

Current wording

Grant income is earned by award program progress from Company services provided. Total grant income for the three and six months ended June 30, 2026, were $105,000 and $330,000, respectively. There was no grant income during the three and six months ended June 30, 2025.

Previous wording

Interest income for the three months ended March 31, 2026 and 2025 was $22,000 and $37,000, respectively. The interest income was primarily earned on cash held in interest bearing bank accounts.

Current wording

Interest income for the three months ended June 30, 2026 and 2025 was $10,000 and $28,000, respectively, and for the six months ended June 30, 2026 and 2025 was $32,000 and $65,000, respectively. The interest income was primarily earned on cash held in interest bearing bank accounts.

Previous wording

In 2022, the Company established a wholly owned subsidiary in Australia, making it subject to foreign exchange rate fluctuations. Foreign exchange gain of $35,000 and $3,000 was recorded for the three months ended March 31, 2026 and 2025, respectively.

Current wording

In 2022, the Company established a wholly owned subsidiary in Australia, making it subject to foreign exchange rate fluctuations. There was a foreign exchange gain during the six months ended June 30, 2026 of $45,000 and a foreign exchange loss of $28,000 during the six months ended June 30, 2025.

Previous wording

No income tax benefit or expense was recognized for the three months ended March 31, 2026 and 2025. The Company’s effective income tax rate was 0.00% for the three months ended March 31, 2026 and 2025. As a result of the Company’s cumulative losses, management has concluded that a full valuation allowance against the Company’s net deferred tax assets is appropriate.

Current wording

No income tax benefit or expense was recognized for the three and six months ended June 30, 2026 and 2025. The Company’s effective income tax rate was 0.00% and 0.00% for the three and six months ended June 30, 2026 and 2025. As a result of the Company’s cumulative losses, management has concluded that a full valuation allowance against the Company’s net deferred tax assets is appropriate.

Previous wording

As a result of the above factors, net loss for the three months ended March 31, 2026 was $2,299,000 compared with a net loss of $2,301,000 for the three months ended March 31, 2025, respectively, as a result of developments related to ourthree months ended March 31, 2026 grant income of $225,000 and expenses as described above.

Current wording

As a result of the above factors, net loss for the three and six months ended June 30, 2026 was $3,164,000 and $5,463,000, compared with a net loss of $2,055,000 and $4,356,000 for the three and six months ended June 30, 2025, respectively, primarily as a result of operations described above.

Previous wording

Net cash used in operating activities was $2,340,000 for the three months ended March 31, 2026 compared with net cash used in operating activities of $2,939,000 for the same period in 2025. This decrease was primarily due to decrease in period expenses related to our Influenza A Phase 2a clinical trial.

Current wording

Net cash used in operating activities was $4,856,000 for the six months ended June 30, 2026 compared with net cash used in operating activities of $5,094,000 for the same period in 2025. The decrease was primarily due to increases in accounts payable and accrued expenses.

Previous wording

The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs. The Company had $4,685,000 unrestricted cash on March 31, 2026. We expect that our reported cash balance is not be sufficient to support the Company’s working capital needs for the 12 months following the filing of this report, taking into account our intended research and development efforts for the remainder of 2026 and beyond.

Current wording

The Company expects that our reported cash balance on June 30, 2026, in addition to the capital raise in July 2026, will not be sufficient to support the Company’s working capital needs for the 12 months following the filing of this report, taking into account our intended research and development efforts in the remainder of 2026 and beyond.

Previous wording

The Company is party to the At-The-Market Offering Agreement, dated July 1, 2020 (“ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may issue and sell over time and from time to time, to or through Wainwright, up to $10,000,000 of shares of the Company’s common stock. During January 2021, the Company sold 1,030,000 shares of its common stock pursuant to the ATM Agreement for net proceeds of approximately $2,072,000. On May 24, 2023, the Company filed a prospectus supplement covering sales under the ATM Agreement under which we may offer and sell shares of our common stock having an aggregate offering price of up to $7,250,000 from time to time through Wainwright. There were no sales under the ATM Agreement during the three months ended March 31, 2026.

Current wording

The Company is party to the At-The-Market Offering Agreement, dated July 1, 2020 (“ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may issue and sell over time and from time to time, to or through Wainwright, up to $10,000,000 of shares of the Company’s common stock. During January 2021, the Company sold 1,030,000 shares of its common stock pursuant to the ATM Agreement for net proceeds of approximately $2,072,000. On May 24, 2023, the Company filed a prospectus supplement covering sales under the ATM Agreement under which we may offer and sell shares of our common stock having an aggregate offering price of up to $7,250,000 from time to time through Wainwright. There were no sales under the ATM Agreement during the six months ended June 30, 2026.

Previous wording

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the future effectiveness of our product candidates, our expectations regarding future characteristics of the product candidates we develop, our plans for the future development of preclinical and clinical drug candidates, the expected time of achieving certain value driving milestones in our programs and progressing our programs in the clinical development process generally, our expectations regarding future operating results and liquidity. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Current wording

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the future effectiveness of our product candidates, our plans for the future development of preclinical and clinical drug candidates, the progress and expected or potential timelines of achieving certain value driving milestones in our programs, progressing our programs in the clinical development process generally, our expectations regarding future operating results and liquidity and our ability to raise capital. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Previous wording

The results anticipated by any or all of these forward-looking statements might not occur. Important factors that could cause actual results to materially differ from those in the forward-looking statements include the risks and uncertainties arising from the risks arising from the possibility of a recession, interest rate increases, and the economic impact of United States tariff policies geopolitical conflicts including inflation, the wars in the Middle East and Ukraine on our Company, our collaboration partners, and on the U.S., U.K., Australia and global economies, including downturns in economic activity and capital markets, manufacturing and research delays arising from raw materials and labor shortages, supply chain disruptions and other business interruptions including any adverse impacts on our ability to obtain raw materials and test animals as well as similar problems with our vendors and our current and any future contract research organizations (CROs) and contract manufacturing organizations (CMOs), the progress and results of the studies for CC-42344 and CDI-988 including the delay of the Phase 2a study for CC-42344 which may require us to incur substantial additional costs, the results of the studies for CC-42344 and CDI-988 and any future preclinical and clinical trials, the ability of our CROs to recruit volunteers for, and to proceed with, clinical studies, and our collaboration partners’ technology and software performing as expected, financial difficulties experienced by certain partners, general risks arising from clinical trials, receipt of regulatory approvals and changes including based on initiatives and actions taken by the Trump Administration which could, among other things, result in delays in regulatory approvals or limit access to federal funding for our programs regulatory changes, development of effective treatments and/or vaccines by competitors, including as part of the programs financed by governmental authorities and potential mutations in a virus we are targeting which may result in variants that are resistant to a product candidate we develop. Further information on our risk factors is contained in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Current wording

The results anticipated by any or all of these forward-looking statements might not occur. Important factors that could cause actual results to differ from those in the forward-looking statements include the risks and uncertainties arising from our need for additional capital to fund our ongoing operations and our ability to obtain such capital on favorable terms or at all, the risks arising from inflation, interest rate increases, the possibility of a recession and the economic impact of such events and the wars in the Middle East and Ukraine on our Company, our collaboration partners, and on the U.S., U.K., Australia and global economies, including downturns in economic activity and capital markets, manufacturing and research delays arising from raw materials and labor shortages, supply chain disruptions and other business interruptions including any adverse impacts on our ability to obtain raw materials and test animals as well as similar problems with our vendors and our current and any future contract research organizations (CROs) and contract manufacturing organizations (CMOs), the ability of our CROs to recruit volunteers for, and to proceed with, clinical studies, and our collaboration partners’ technology and software performing as expected, financial difficulties experienced by certain partners, the results of the studies for CC-42344 and CDI-988 and any future preclinical and clinical trials we or our strategic partners undertake including any adverse findings or delays, general risks arising from clinical trials, receipt of regulatory approvals, regulatory changes, development of effective treatments and/or vaccines by competitors, including as part of the programs financed by governmental authorities and potential mutations in a virus we are targeting which may result in variants that are resistant to a product candidate we develop. Further information on our risk factors is contained in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.