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CORRESP
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Cocrystal
Pharma, Inc.

1860
Montreal Road

Tucker,
Georgia 30084

October
5, 2017

Via
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

Washington,
DC 20549

    Re:
    Cocrystal
    Pharma, Inc.

    Registration
    Statement on Form S-3

    Filed
    September 26, 2017

    File
    No. 333-220632

Dear
Ms. Sarmento:

Please
find our response to the comment received from you in your letter dated October 3, 2017 related to the Registration Statement
on Form S-3 for Cocrystal Pharma, Inc. (the “Company”) filed September 26, 2017. We have reproduced your comment below.

Exhibits

1.We
note that the legality opinion filed as Exhibit 5.1 states that the warrants and units will be “validly issued, fully paid
and non-assessable.” Please file a revised legality opinion that opines that the warrants and units are binding obligations
of the registrant under the law of the jurisdiction governing the respective securities. For guidance, refer to Sections II.B.1.f
and II.B.1.h of Staff Legal Bulletin No. 19.

Response
to Comment No. 1:

In
response to the staff’s comment, the Company has filed an amendment to the Registration Statement including a revised
Exhibit 5.1 with the following additional disclosure:

Any
series of warrants or Units offered or sold pursuant to the Registration Statement will constitute valid and legally binding obligations
of the Company, enforceable against the Company in accordance with their respective terms in accordance the laws of the State
of Delaware including the Delaware General Corporation Law.

The
Company acknowledges that:

    ●
    the
    Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    staff
    comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with
    respect to the filing; and

Securities
and Exchange Commission

October
5, 2017

Page
2

    ●
    the
    Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

Should
the staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to
discuss these comments or questions with the staff prior to the distribution of another comment letter. Please direct any questions
concerning this response letter to Brian Bernstein, the Company’s legal counsel, at 561-471-3516, bbernstein@nasonyeager.com.

    Sincerely
    yours,

    /s/
    James Martin

    James
    Martin, Chief Financial Officer