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SEC Company Response from Cocrystal Pharma, Inc. (COCP) (CIK 0001412486) (COCP) — Oct 5, 2017

Cocrystal Pharma, Inc. (COCP) (CIK 0001412486)
Date: Oct. 5, 2017 · CIK: 0001412486 · Accession: 0001493152-17-011321

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File numbers found in text: 333-220632

Date
Oct. 5, 2017
Author
Chief
Form
CORRESP
Company
Cocrystal Pharma, Inc. (COCP) (CIK 0001412486)

Letter

Via EDGAR Division of Corporation Finance Securities and Exchange Commission F Street, N.E. Washington, D. C. 20549 Attention: Ms. Ada Sarmento Re: Registration Statement on Form S-3; File No. 333-220632

Dear Ms. Sarmento:

In accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, Cocrystal Pharma, Inc. (the “Company”) is hereby requesting that the Company’s Registration Statement on Form S-3 (File No. 333-220632) filed on September 26, 2017 be made effective on October 9, 2017 at 4:00 p.m., or as soon thereafter as may be practicable.

The Company acknowledges that:

● should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

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

If you have any questions regarding this request, please contact Brian Bernstein, our legal counsel at (561) 471-3516.

Very
truly yours,
/s/
James Martin

Show Raw Text
CORRESP
1
filename1.htm

Cocrystal
Pharma, Inc.

1860
Montreal Road

Tucker,
Georgia 30084

October
5, 2017

Via
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D. C. 20549

Attention:
Ms. Ada Sarmento

    Re:
    Registration
    Statement on Form S-3;
    File
    No. 333-220632

Dear
Ms. Sarmento:

In
accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, Cocrystal Pharma, Inc. (the “Company”)
is hereby requesting that the Company’s Registration Statement on Form S-3 (File No. 333-220632)
filed on September 26, 2017 be made effective on October 9, 2017 at 4:00 p.m., or as soon
thereafter as may be practicable.

The
Company acknowledges that:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
    Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

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

If
    you have any questions regarding this request, please contact Brian Bernstein, our legal counsel at (561) 471-3516.

    Very
    truly yours,

    /s/
    James Martin

    James
    Martin

    Chief
    Financial Officer

cc:

Brian
S. Bernstein, Esq.

Michael
D. Harris, Esq.