Item 1.01 Entry into a Material Definitive Agreement.

On January 29, 2020 Cocrystal Pharma, Inc. (the "Company") and A.G.P./Alliance Global Partners amended its Equity Distribution Agreement, dated as of July 19, 2018 (the "Agreement") to reduce the amount to be raised under the Agreement from $6,000,000 to $551,576 (inclusive of the $351,576 which has been raised to date).

The Company's shares of common stock are being offered and sold pursuant to a base prospectus, dated October 10, 2017, as supplemented by an amended and restated prospectus supplement dated October 30, 2019, in each case filed with the Securities and Exchange Commission (the "Commission") as part of the Company's effective Registration Statement on Form S-3 (File No. 333-220632) (the "Registration Statement"), which was initially filed with the Commission on September 26, 2017 and declared effective on October 10, 2017. Interested investors should read the Registration Statement, the base prospectus and the prospectus supplement and all documents incorporated therein by reference.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Registration Statement relating to these securities has been filed with the Commission and is effective. Copies of the prospectus supplement and base prospectus relating to the offering may be obtained when available by contacting A.G.P./Alliance Global Partners, Attention: Thomas Higgins, by calling 212-624-2060, or by visiting EDGAR on the Commission's website at www.sec.gov.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit   Description

1.1         Amendment to the Amended and Restated Equity Distribution Agreement,
          dated October 2, 2019

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