May 10, 2017 - SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

NAME OF REPORTING PERSON

OPKO Health, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)

AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Cocrystal Pharma, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

19188J102

(CUSIP Number)

April 20, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 13G

CUSIP No. 19188J102		PAGE 2 of 6

*	See Item 4 below.


Schedule 13G

CUSIP No. 19188J102		PAGE 3 of 6

Explanatory Note

OPKO Health, Inc. (OPKO) initially reported its holdings in Cocrystal Pharma, Inc. on a Schedule 13D filed on December 5, 2014 (the Original Schedule 13D). The Original Schedule 13D was filed pursuant to a Joint Filing Agreement, by and among OPKO, Raymond F. Schinazi, Phillip Frost, M.D., Frost Gamma Investments Trust, Bracrystal Pharmaceuticals, LLC, Gary Wilcox, Roger Kornberg, Sam Lee, and Steven D. Rubin. OPKO has determined it is eligible to report its holdings on a Schedule 13G and is filing this Schedule 13G solely on its behalf.

ITEM 1(a). NAME OF ISSUER:

Cocrystal Pharma, Inc.

ITEM 1(b). ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:

1860 Montreal Road

Tucker, Georgia 30084

ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:

(a)

Name of Person filing: OPKO Health, Inc.

(b)

Address of Principal Business Office: 4400 Biscayne Blvd., Miami, FL 33137

(c)

Citizenship: Delaware

ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share

ITEM 2(e). CUSIP NUMBER: 19188J102

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:


(a)	☐	Broker or dealer registered under Section 15 of the Act;

(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

(c)	☐	Insurance Company as defined in Section 3(a)(19) of the Act;

(d)	☐	Investment Company registered under Section 8 of the Investment Company Act of 1940;

(e)	☐	Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E);

(f)	☐	Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

(g)	☐	Parent Holding Company, in accordance with Rule 13d- 1(b(ii)(G);

(h)	☐	Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	☐	Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


Schedule 13G

CUSIP No. 19188J102		PAGE 4 of 6

ITEM 4. OWNERSHIP.

(a) Amount beneficially owned:

63,634,259*

(b) Percent of class: 8.7%**


(i)		sole power to vote or to direct the vote:

		63,634,259*

(ii)		shared power to vote or to direct the vote: 0

(iii)		sole power to dispose or to direct the disposition of:

		63,634,259*

(iv)		shared power to dispose or to direct the disposition of: 0

*	This includes (i) 27,741,018 shares of Common Stock, (ii) 34,893,241 shares of Common Stock issuable upon conversion of the Issuers Series B Preferred Stock, and (iii) 1,000,000 shares underlying warrants; representing 8.7% of the voting power of the Issuers securities in the aggregate.

As of the close of business on April 27, 2017, the total number of issued and outstanding Common Stock of the Issuer was 727,000,000, which was provided by the Issuer. The percentage set forth in sub clause (b) above and on Row (11) of the cover page for the Reporting Person is based on the Issuers outstanding Common Shares and assumes the acquisition of shares underlying warrants.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.


Schedule 13G

CUSIP No. 19188J102		PAGE 5 of 6

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: N/A

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: N/A

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: N/A

ITEM 9. NOTICE OF DISSOLUTION OF GROUP: N/A

ITEM 10. CERTIFICATION.

The Reporting Person hereby makes the following certification:

By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and not held in connection with or as a participant in any transaction having that purpose or effect.


Schedule 13G

CUSIP No. 19188J102		PAGE 6 of 6

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.