Form 4: Cocrystal Pharma Grants Director Frost Stock Options

Cocrystal Pharma, Inc. granted 24,615 non-qualified stock options to Director Phillip Frost, MD, with an exercise price of $1.10, vesting over a multi-year period.

Summary

• Cocrystal Pharma, Inc. granted 24,615 non-qualified stock options to Director Phillip Frost, MD.
• The options have an exercise price of $1.10 per share.
• The earliest transaction date for this grant was January 9, 2026.
• The options were granted under the Issuer's 2025 Equity Incentive Plan and are exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3, having been approved by the Compensation Committee of the Board of Directors.
• One-half of the options will vest and become exercisable on January 9, 2027.
• The remaining half will vest and become exercisable in eight equal quarterly installments commencing on March 31, 2027.
• Vesting is subject to Dr. Frost continuing to serve as a director of the Issuer on each applicable vesting date.
• The options have an expiration date of January 9, 2036.
• Dr. Frost directly beneficially owns 24,615 derivative securities (stock options) following this transaction.
• Dr. Frost disclaims beneficial ownership of securities held by OPKO Health, Inc., except to the extent of any pecuniary interest therein.

Sentiment

Score: 6

Explanation: The filing reports a routine equity grant to a director, which is generally a neutral to slightly positive event as it aligns management interests with shareholders. No negative or significantly positive financial performance is reported.

Positives

• The grant of stock options aligns the interests of Director Phillip Frost with those of shareholders, incentivizing long-term company performance.
• The options were approved by the Compensation Committee of the Board of Directors, indicating adherence to corporate governance practices for executive compensation.

Future Outlook

The vesting schedule for the stock options, extending through March 2027 and beyond, implies an expectation for Director Phillip Frost to continue his service on the board, fostering long-term commitment.

Management Comments

• The grant of non-qualified stock options was approved by the Issuer's Compensation Committee of the Board of Directors.

Industry Context

The grant of stock options to a director is a standard practice in the biotechnology and pharmaceutical industry, including for companies like Cocrystal Pharma, Inc., to attract and retain experienced leadership and align their interests with long-term shareholder value. Such equity incentives are common components of director compensation packages.

Comparison to Industry Standards

• Granting stock options to directors is a common compensation strategy across the biotech and pharma sectors, similar to practices at companies like Moderna or Pfizer, to incentivize long-term commitment and performance.
• The vesting schedule, with a portion vesting after one year and the remainder quarterly, is a typical structure designed to ensure continued service and align director interests with sustained company growth, comparable to equity plans seen at many publicly traded life sciences firms.

Corporate Governance

Related Party Transactions

• The grant of non-qualified stock options to Director Phillip Frost, MD, constitutes a related party transaction.
• Dr. Frost disclaims beneficial ownership of securities held by OPKO Health, Inc., a company where he is Chairman and CEO, except to the extent of any pecuniary interest therein, clarifying his indirect interests.

Stakeholder Impact

• Shareholders: Potential future dilution if options are exercised, but also increased alignment of the director's financial interests with long-term shareholder value.
• Director (Phillip Frost, MD): Receives equity-based compensation, providing an incentive for continued service and performance.

Next Steps

• Director Phillip Frost's continued service as a director of Cocrystal Pharma, Inc. is required for the stock options to vest according to the established schedule.

Key Dates

Keywords

Cocrystal Pharma, COCP, stock options, insider transaction, Form 4, Phillip Frost, equity incentive plan, director compensation