Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2026, the Board of Directors (the "Board") of Cocrystal Pharma, Inc. (the "Company") appointed James Sapirstein as the Chief Executive Officer of the Company, effective immediately, pursuant to the terms of an employment offer letter (the "Offer Letter"). Pursuant to the Offer Letter, Mr. Sapirstein is entitled to the following: (i) an initial annual base salary of $265,000; and (ii) an annual performance bonus equal to 50% of his base salary, based upon the achievement of performance targets established by the Board. In addition, Mr. Sapirstein received an initial grant of 10-year stock options to purchase 235,000 shares of the Company's common stock under the Company's 2025 Equity Incentive Plan (the "Option Grant"). The Option Grant is exercisable at an exercise price of $1.05, which represents the closing price of the Company's common stock on the date of grant, and vests in four equal annual installments beginning on June 3, 2027, subject to Mr. Sapirstein's continued employment with the Company. In the event of a Change in Control (as defined in the Offer Letter), the Option Grant shall accelerate and vest in full. In the event of a termination without Cause (as defined in the Offer Letter), 50% of the then unvested options under the Option Grant shall accelerate and become fully vested upon such termination.

In addition, subject to his continued employment, achievement of performance targets established by the Board, and approval of the Compensation Committee, the Offer Letter also provides for a subsequent grant to Mr. Sapirstein of options to purchase an additional 235,000 shares of the Company's common stock on the six-month anniversary of his start date, with an exercise price equal to the closing price of the common shares on the date of such grant. Subject to the foregoing, these options will vest in four equal annual installments on each anniversary of the date of grant, subject to Mr. Sapirstein's continued employment with the Company.

Prior to joining the Company, Mr. Sapirstein, age 64, served as Chief Executive Officer of Entero Therapeutics, Inc. (Nasdaq: ENTO), a biopharmaceutical company then focused on developing therapies for gastrointestinal diseases, from October 2019 to February 2025 and as a consultant from February 2025 to March 2026.

Mr. Sapirstein replaces Sam Lee and James Martin, who served as the Company's Co-Chief Executive Officers. Mr. Lee continues in his role as President and in such capacity also serves as the Company's Chief Scientific Officer. Mr. Martin continues in his role as Chief Financial Officer.

There are no arrangements or understandings between Mr. Sapirstein and any other persons, pursuant to which he was selected as Chief Executive Officer, no family relationships among any of the Company's directors or executive officers and Mr. Sapirstein, and there are no related party transactions involving Mr. Sapirstein that would require disclosure under Item 404(a) of Regulation S-K.

The foregoing description of the terms of the Offer Letter is not complete and is qualified in its entirety by the full text of the Offer Letter filed herewith as Exhibit 10.1, which is incorporated by reference into this Item 5.02.