Cocrystal Pharma (COCP) risk factors, FY2025 10-K

Cocrystal Pharma's FY2025 10-K, filed Mar 31, 2026, lists 51 risk factors in 5 groups. Against the prior year's 49: 2 new, 8 substantially reworded.

Risk factors listed
515 groups
New this year
2vs 49 last year
Dropped
0since the prior 10-K
Substantially reworded
8of those kept
Section length
18k wordsItem 1A

What the changes say

  • Clinical delays plague our Influenza A program following a failed Phase 2a trial and a major CRO dispute over $6,309,000.
  • Going concern doubts intensify as accumulated losses reach $342.2 million and additional warrant issuances create shareholder dilution.

What changed since the prior 10-K

New

  • NewRISKS RELATED TO OUR BUSINESS

    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

    Our Influenza A program is delayed because the CC-42344 Phase 2a trial failed due to low infectivity, sparking a legal dispute where we demand a $6,309,000 refund from the CRO.

  • NewRISKS RELATED TO OUR COMMON STOCK

    Additionally, as of December 31, 2025, we had approximately 537,000 options and 230,000 RSUs outstanding that, if fully exercised, would result in the issuance of 767,000 shares of common stock

    Future exercises of 537,000 options and 230,000 RSUs outstanding as of December 31, 2025, could significantly depress our common stock price.

Reworded

  • 100% rewrittenRISKS RELATED TO OUR COMMON STOCK

    (iii) filing of Form 144

    Updated to disclose the September 2025 issuance of 5,529,420 two-year warrants at $1.50 per share, bringing total outstanding warrants to 7,222,821.

  • 51% rewrittenRISK RELATED TO OUR FINANCIAL CONDITION

    Because there is substantial doubt as to the Company’s ability to continue as a going concern, we may not be successful and our ability to continue our operations is in doubt unless we can access sufficient working capital within the timeframe needed

    Added explicit agreement from our independent registered public accounting firm that substantial doubt exists regarding our ability to continue as a going concern.

  • 39% rewrittenRISKS RELATED TO OUR COMMON STOCK

    Due to factors beyond our control, our common stock price may be volatile, or may decline regardless of our operating performance, and you may not be able to resell your shares

    Updated references to geopolitical conflicts, changing Ukraine and Israel to wars in the Middle East and Ukraine.

  • 34% rewrittenRISKS RELATED TO OUR BUSINESS OPERATIONS AND INDUSTRY

    Business interruptions resulting from pandemics, natural disasters and adverse weather events could cause delays in research and development of our product candidates

    Added a disclosure that we do not carry insurance for natural disasters and lack sufficient business interruption insurance.

  • 32% rewrittenRISKS RELATED TO OUR BUSINESS OPERATIONS AND INDUSTRY

    As artificial intelligence expands, our competitors, which may have significantly greater financial and human capital resources, may use artificial intelligence to further their research efforts and advance competitive product candidates through clinical trials

    Added context regarding the January 2026 joint FDA and European Medicines Agency AI principles for drug development.

  • 29% rewrittenRISKS RELATED TO OUR BUSINESS OPERATIONS AND INDUSTRY

    If insurance and/or government coverage and adequate reimbursement are not available for our product candidates, it could impair our ability to achieve and maintain profitability

    Clarified reimbursement risks for our product candidates without altering the core coverage and payor dependencies.

  • 26% rewrittenRISKS RELATED TO OUR BUSINESS OPERATIONS AND INDUSTRY

    Due to the 2025 inauguration of a new presidential administration in the U.S., we and our industry face uncertainty including the potential for reduced government funding of research programs and staff and resource reductions at the FDA and other government agencies, which may adversely affect our business

    Updated to reflect that DOGE was disbanded in late 2025 while its charter remains active until July 4, 2026.

    Was: Due to the recent change in presidential administration in the U.S., we and our industry face uncertainty including the potential for reduced government funding of research programs and staff and resource reductions at the FDA and other government agencies, which may adversely affect our business

  • 23% rewrittenRISKS RELATED TO OUR BUSINESS

    We had an accumulated deficit of $342.2 million from inception through December 31, 2025 and expect to continue losing money in the future. We may never achieve income from operations or have positive cash flow from operations

    Updated our accumulated deficit figure from $333,418,000 as of December 31, 2024, to $342.2 million as of December 31, 2025.

    Was: We had an accumulated deficit of $333,418,000 from inception through December 31, 2024 and expect to continue losing money in the future. We may never achieve income from operations or have positive cash flow from operations

All 51 risk factors

Headings as the filing states them, in filing order.

RISK RELATED TO OUR FINANCIAL CONDITION

  1. 01Because there is substantial doubt as to the Company’s ability to continue as a going concern, we may not be successful and our ability to continue our operations is in doubt unless we can access sufficient working capital within the timeframe needed51% rewritten

RISKS RELATED TO OUR BUSINESS

  1. 02We have never generated revenue from product sales, and all of our product candidates are currently in the preclinical and early clinical stage, and we may continue to incur significant losses for the foreseeable future and never generate revenue from product sales
  2. 03We had an accumulated deficit of $342.2 million from inception through December 31, 2025 and expect to continue losing money in the future. We may never achieve income from operations or have positive cash flow from operations 23% rewritten
  3. 04Because we have yet to generate any revenue from product sales on which to evaluate our potential for future success and to determine if we will be able to execute our business plan, it is difficult to evaluate our prospects and the likelihood of success or failure of our business
  4. 05We 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 efficacyNew

RISKS RELATED TO THE DISCOVERY, DEVELOPMENT AND COMMERCIALIZATION OF PRODUCT CANDIDATES

  1. 06If we form strategic alliances which are unsuccessful or are terminated, we may be unable to develop or commercialize certain product candidates and we may be unable to generate revenues from our development programs
  2. 07We expect to rely on third parties to conduct some or all aspects of our compound formulation, research and preclinical testing, if those third parties do not perform satisfactorily our business and future prospects would be materially and adversely affected
  3. 08Because we intend to rely on third-party manufacturers to produce our preclinical and clinical supplies, and commercial supplies of any approved product candidates, we will be subject to a variety of risks
  4. 09Because we expect to rely on limited sources of supply for the drug substance and drug product of product candidates, any disruption in the chain of supply may cause a delay in developing and commercializing these product candidates
  5. 10If third party manufacturing issues arise, it could increase product and regulatory approval costs or delay commercialization
  6. 11Since we expect to continue to rely on third parties to conduct, supervise and monitor our clinical trials, if those third parties fail to perform in a satisfactory manner and one that meets applicable regulatory, scientific and safety requirements, it may materially harm our business
  7. 12Because the approach we are taking to discover and develop drugs is novel, it may never lead to marketable products
  8. 13If we do not succeed in our efforts to identify or discover additional potential product candidates, your investment may be lost
  9. 14Because our future commercial success depends on gaining regulatory approval for our products, we cannot generate revenue without obtaining approvals, which is a lengthy and uncertain process
  10. 15If we are unable to successfully complete preclinical testing and clinical trials of our product candidates or experience significant delays in doing so, our business will be materially harmed
  11. 16We may be unable to demonstrate safety and efficacy of our product candidates to the satisfaction of regulatory authorities or we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our product candidates
  12. 17Our product candidates may cause adverse effects or have other properties that could delay or prevent their regulatory approval or limit the scope of any approved label or market acceptance
  13. 18Following regulatory approval for a product candidate, we will still face extensive regulatory requirements and the approved product may face future development and regulatory difficulties
  14. 19We may not succeed in obtaining or maintaining necessary rights to drug compounds and processes for our development pipeline through acquisitions and in-licenses
  15. 20Because third parties may be developing competitive products without our knowledge, we may later learn that competitive products are superior to our product candidates which may force us to terminate our research efforts of one or more product candidates
  16. 21We have limited experience in conducting and managing the preclinical development activities and clinical trials necessary to obtain approvals for marketing our product candidates, including approval by the FDA

RISKS RELATED TO OUR BUSINESS OPERATIONS AND INDUSTRY

  1. 22If we cannot obtain or protect intellectual property rights related to our future products and product candidates, we may not be able to compete effectively in our markets
  2. 23If third-party intellectual property infringement claims are asserted against us, it may prevent or delay our development and commercialization efforts and have a material adverse effect on our business and future prospects
  3. 24We may in the future be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming and unsuccessful
  4. 25We may need to obtain additional licenses to intellectual property rights from third parties
  5. 26We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties
  6. 27Because we face significant competition from other biotechnology and pharmaceutical companies, our operating results will suffer if we fail to compete effectively
  7. 28Our business could be negatively impacted by cybersecurity threats and other security threats and disruptions
  8. 29Failure of our information technology infrastructure to operate effectively could adversely affect our business
  9. 30Artificial intelligence presents risks and challenges that can negatively impact our business
  10. 31As artificial intelligence expands, our competitors, which may have significantly greater financial and human capital resources, may use artificial intelligence to further their research efforts and advance competitive product candidates through clinical trials32% rewritten
  11. 32The commercial success of our product candidates will depend upon the acceptance of these product candidates by the medical community, including physicians, patients and healthcare payors
  12. 33If insurance and/or government coverage and adequate reimbursement are not available for our product candidates, it could impair our ability to achieve and maintain profitability29% rewritten
  13. 34Due to the 2025 inauguration of a new presidential administration in the U.S., we and our industry face uncertainty including the potential for reduced government funding of research programs and staff and resource reductions at the FDA and other government agencies, which may adversely affect our business26% rewritten
  14. 35If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell our product candidates, we may be unable to generate any revenues from product sales
  15. 36If we obtain approval to commercialize any approved products outside of the United States, a variety of risks associated with international operations could materially adversely affect our business
  16. 37If we lose key management or scientific personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience increases in our compensation costs, our business may materially suffer
  17. 38If we expand our organization, we may experience difficulties in managing growth, which could disrupt our operations
  18. 39Because we face potential product liability if claims are brought against us, we may incur substantial liability and costs
  19. 40Business interruptions resulting from pandemics, natural disasters and adverse weather events could cause delays in research and development of our product candidates34% rewritten
  20. 41If our information technology systems are compromised, the information we store and process, including our intellectual property, could be accessed, publicly disclosed, lost or stolen, which could harm our business, relationships with strategic partners and future results of operations
  21. 42If we fail to comply with applicable laws and regulations, including environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on our business

RISKS RELATED TO OUR COMMON STOCK

  1. 43Our stock price and trading volume has historically been volatile, and any increases in these metrics may be temporary for a number of reasons, which may cause investors to lose money
  2. 44Due to factors beyond our control, our common stock price may be volatile, or may decline regardless of our operating performance, and you may not be able to resell your shares39% rewritten
  3. 45Future issuances of our common stock or rights to purchase our common stock could cause additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall
  4. 46Future sales of large amounts of our common stock in the public market or a perception that such sales might occur could cause a decrease in our stock price
  5. 47(iii) filing of Form 144100% rewritten
  6. 48Additionally, as of December 31, 2025, we had approximately 537,000 options and 230,000 RSUs outstanding that, if fully exercised, would result in the issuance of 767,000 shares of common stockNew
  7. 49Our ability to use our net operating loss carry forwards and certain other tax attributes may be limited
  8. 50Because we may not attract the attention of major brokerage firms, it could have a material impact upon the price of our common stock
  9. 51We may issue preferred stock which could make it more difficult for a third-party to acquire us and could depress our stock price

Other Cocrystal Pharma 10-Ks

  • FY2024 10-K risk factors
    49 risks

    Cocrystal Pharma faces substantial going concern doubt with an accumulated deficit of $333,418,000 as of December 31, 2024. The company relies entirely on early-stage preclinical and clinical antiviral drug candidates without any commercial product sales. Operations depend heavily on third-party partners, contractors, and intellectual property protection.

    Filed Mar 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.