the rosen law firm, p.a. laurence m. rosen,...

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THE ROSEN LAW FIRM, P.A.

Laurence M. Rosen, Esq.

609 W. South Orange Avenue, Suite 2P

South Orange, NJ 07079

Tel: (973) 313-1887

Fax: (973) 833-0399

Email: [email protected]

Counsel for Plaintiff

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

ANTHONY PEPE, Individually and On

Behalf of All Others Similarly Situated,

Plaintiff,

v.

COCRYSTAL PHARMA, INC. F/K/A

BIOZONE PHARMACEUTICALS,

INC., ELLIOT MAZA, GARY

WILCOX, JEFFREY MECKLER,

GERALD MCGUIRE, JAMES

MARTIN, CURTIS DALE, PHILLIP

FROST, BARRY C. HONIG, JOHN

STETSON, MICHAEL BRAUSER,

JOHN O’ROURKE III, MARK

GROUSSMAN, BRIAN KELLER, AND

JOHN H. FORD,

Defendants.

Case No.

CLASS ACTION COMPLAINT FOR

VIOLATION OF THE FEDERAL

SECURITIES LAWS

JURY TRIAL DEMANDED

Plaintiff Anthony Pepe (“Plaintiff”) individually and on behalf of all other

persons similarly situated, by Plaintiff’s undersigned attorneys, for Plaintiff’s

complaint against Defendants (defined below), alleges the following based upon

Case 2:18-cv-14091-KM-JBC Document 1 Filed 09/20/18 of 35 PageID: 1

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personal knowledge as to Plaintiff and Plaintiff’s own acts, and upon information

and belief as to all other matters based on the investigation conducted by and through

Plaintiff’s attorneys, which included, among other things, a review of Securities and

Exchange Commission (“SEC”) filings by Cocrystal Pharma, Inc. f/k/a/ BioZone

Pharmaceuticals, Inc. (“Cocrystal” or the “Company”)1, as well as media and analyst

reports about the Company. Plaintiff believes that substantial evidentiary support

will exist for the allegations set forth herein after a reasonable opportunity for

discovery.

NATURE OF THE ACTION

1. This is a federal securities class action on behalf of a class consisting

of all persons and entities, other than Defendants and their affiliates, who purchased

publicly traded Cocrystal and/or BioZone securities from September 23, 2013

through September 7, 2018, both dates inclusive (“Class Period”), seeking to recover

compensable damages caused by Defendants’ violations of federal securities laws

and pursue remedies under the Securities Exchange Act of 1934 (the “Exchange

Act”).

1 “Cocrystal” is used herein to include BioZone Pharmaceuticals, Inc. (“BioZone”)

unless otherwise indicated.


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JURISDICTION AND VENUE

2. The claims asserted herein arise under and pursuant to Sections 9(a)

and (f), 10(b), 20(a), and 20(b) of the Exchange Act (15 U.S.C. §§ 78i(a), 78i(f),

78j(b), 78t(a), 78t(b)) and Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b-

5).

3. This Court has jurisdiction over the subject matter of this action

pursuant to Section 27 of the Exchange Act (15 U.S.C. § 78aa) and 28 U.S.C. §

1331.

4. Venue is proper in this District pursuant to §27 of the Exchange Act

and 28 U.S.C. §1391(b) as Defendants conducts business in this district and a

significant portion of the Defendants’ actions and the subsequent damages took

place within this District.

5. In connection with the acts, conduct and other wrongs alleged herein,

Defendants either directly or indirectly used the means and instrumentalities of

interstate commerce, including but not limited to the United States mails, interstate

telephone communications, and the facilities of the national securities exchange.

PARTIES

6. Plaintiff, as set forth in the accompanying PSLRA Certification,

acquired Cocrystal securities at artificially inflated prices during the Class Period

and was damaged upon the revelation of the alleged corrective disclosures.


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7. Defendant Cocrystal, is a clinical stage biotechnology company

discovering and developing novel antiviral therapeutics that target the replication

machinery of hepatitis viruses, influenza viruses, and noroviruses. The Company is

a Delaware corporation with headquarters in Tucker, Georgia. Cocrystal securities

trade on NASDAQ under the symbol “COCP.” On March 12, 2018, Cocrystal

securities began trading on NASDAQ as they previously traded on the OTC. Prior

to a merger with BioZone in 2014, shares of BioZone traded on the OTC under the

ticker symbol “BNZE.” There was a 1-for-30 reverse stock split on January 24, 2018.

During the time period from January 24, 2018 and the following 20 business days,

the ticker was “COCPD” but thereafter resumed trading under the ticker “COCP.”

BioZone was headquartered in Englewood Cliffs, New Jersey.

8. Defendant Elliot Maza (“Maza”) was the Chief Executive Officer

(“CEO”) of the Company from June 2011 to January 2014.

9. Defendant Gary Wilcox (“Wilcox”) served as the Company’s CEO

from January 2014 until March 2015, has been Interim CEO since July 2016, and

has been a member of the Board of Directors (“Board”) of the Company.

10. Defendant Jeffrey Meckler (“Meckler”) was the Company’s CEO from

October 2015 to July 2016. Meckler served as Interim CEO from March 2015 until

October 2015.


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11. Defendant Gerald McGuire (“McGuire”) was the Company’s Chief

Financial Officer (“CFO”) and Treasure from January 2014 until November 2015.

12. Defendant James Martin (“Martin”) has been the Company’s CFO

since June 2017. Martin served as the Company’s Interim CFO from February 2017

until June 2017.

13. Defendant Curtis Dale (“Dale”) was the Company’s CFO from

November 2015 until January 2017.

14. Defendant Phillip Frost (“Frost”) has been a Director and a shareholder

of the Company since before the beginning of the Class Period.

15. Defendant Barry C. Honig (“Honig”) was a shareholder of BioZone and

participated in a scheme to artificially inflate the price of BioZone securities.

16. Defendant John Stetson (“Stetson”) was a shareholder of BioZone and


17. Defendant Michael Brauser (“Brauser”) was a shareholder of BioZone

and participated in a scheme to artificially inflate the price of BioZone securities.

18. Defendant John O’Rourke III (“O’Rourke”) was a shareholder of

BioZone and participated in a scheme to artificially inflate the price of BioZone

securities.


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19. Defendant Mark Groussman (“Groussman”) was a shareholder of

BioZone and participated in a scheme to artificially inflate the price of BioZone

securities.

20. Defendant Brian Keller (“Keller”) was the Chief Scientific Officer of

BioZone, a Director of the Board, and a shareholder of BioZone. Defendant Keller


21. Defendant John H. Ford (“Ford”) was a stock promoter who was

retained to write favorable articles about BioZone on the Seeking Alpha website.

22. Defendants Maza, Wilcox, Meckler, McGuire, Martin and Dale are

herein referred to as the “Officer Defendants.”

23. Defendants Frost, Maza, Honig, Stetson, Brauser, O’Rourke,

Groussman, Keller, and Ford are herein referred to as the “Scheme Defendants.”

24. Defendants Maza, Wilcox, Meckler, McGuire, Martin, Dale, Frost,

Honig, Stetson, Brauser, O’Rourke, Groussman, Keller, and Ford are herein referred

to as “Individual Defendants.”

25. Collectively, Defendant Cocrystal and Individual Defendants are herein

referred to as “Defendants.”

26. Each of the Officer Defendants:

a. directly participated in the management of the Company;


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b. was directly involved in the day-to-day operations of the

Company at the highest levels;

c. was privy to confidential proprietary information concerning the

Company and its business and operations;

d. was directly or indirectly involved in drafting, producing,

reviewing and/or disseminating the false and misleading

statements and information alleged herein;

e. was directly or indirectly involved in the oversight or

implementation of the Company’s internal controls;

f. was aware of or recklessly disregarded the fact that the false and

misleading statements were being issued concerning the

Company; and/or

g. approved or ratified these statements in violation of the federal

securities laws.

27. Cocrystal is liable for the acts of the Officer Defendants and its

employees under the doctrine of respondeat superior and common law principles of

agency as all of the wrongful acts complained of herein were carried out within the

scope of their employment with authorization.


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28. The scienter of the Individual Defendants and other employees and

agents of the Company is similarly imputed to Cocrystal under respondeat superior

and agency principles.

SUBSTANTIVE ALLEGATIONS

Background

29. In November 2010, Honig, Stetson, and Groussman purchased one-

third of a publicly-traded shell company. In December 2010, Frost and Brauser each

purchased one-half of the remaining two-thirds of the shell company. Honig,

Stetson, Groussman, Frost, and Brauser disguised their roles in the purchase of the

shell company by purchasing shares through an entity. An associate of Frost was

installed as the sole director of the shell company.

30. In late 2010, Honig, Brauser, and Frost approached the management of

a private biotech company, including Keller, who was the Chief Scientific Officer

and a director, to discuss taking the biotech company public through a reverse

merger. Although the merger of the publicly-traded shell and the private company

faced an obstacle when the bank which was providing a line of credit to the private

company would not approve the merger in 2011, the merger still closed in June 2011

and the bank sent a default notice.

31. This reverse merger resulted in the creation of BioZone.


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32. Honig, Brauser, and Frost were not only the controlling shareholders of

BioZone, but exercised control over BioZone’s management, including over Maza.

With Frost, Stetson, and Groussman’s knowledge and consent, Honig and Brauser

installed Maza as CEO of BioZone. During his tenure as CEO of BioZone, Maza

did what Honig and Brauser told him to do and sought their approval for BioZone’s

business decisions.

33. Keller, Maza, and an associate of Frost concealed Honig’s and

Brauser’s control of BioZone by signing company public filings that failed to

disclose the involvement of Honig, Brauser, Stetson, and Groussman. This includes

BioZone’s Form 10-K filed on April 16, 2012. Keller and Maza knew that Honig

and Brauser, with Frost’s knowledge and consent, controlled BioZone’s

management and thus the filings were false. BioZone’s filings only identified Frost

as a control person and not Honig and Brauser.

34. Maza and Keller went along with Honig, Brauser, and Frost’s control

because they were promised, and ultimately rewarded, substantial salaries and

millions of BioZone shares.

35. By April 1, 2013, Honig, Frost, Brauser, Maza, Keller, and an associate

of Frost entered into an agreement to purchase, hold, or sell their shares in concert.

They amassed over 44 million BioZone shares which equaled almost 71% of the

BioZone.


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36. Beginning in August and September 2013, Stetson, at Honig’s

direction, deposited almost 4 million shares of BioZone that had been issued to

Honig in a brokerage account. With the deposit of these shares, Stetson falsely

denied any relationship between Honig, BioZone, or its affiliates. Honig signed the

submission for the deposit of these shares knowing that it was false. On September

4, 2013, Stetson aided in obtaining the issuance of a false attorney opinion letter to

BioZone’s transfer agent in order to remove restrictive legends from Honig’s share

certifications. These opinion letters falsely stated that Honig was not an affiliate of

BioZone, which Stetson knew was false. To aid in depositing Honig’s shares with a

broker, Maza was also required to issue a letter to confirm the authenticity of the

stock certificates, which he did. Maza knew, or was reckless in not knowing, that

statements in his letter regarding Honig not being a BioZone affiliate was false.

Since Honig was a Company affiliate, his shares would be subject to volume

limitations under the federal securities laws.

37. In September 2013, the restrictions on Honig’s shares was removed,

deposited into a brokerage account, and ready to be sold. Honig directed his

associate, O’Rourke, to reach out to Ford, a stock promoter who regularly provided

investment analysis on the website Seeking Alpha. O’Rourke asked that Ford write

an article on Seeking Alpha promoting BioZone in exchange for below-market price

BioZone shares. O’Rourke instructed Ford to write a favorable article about BioZone


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emphasizing Frost’s involvement as he was a well-known billionaire and successful

biotech investor.

Defendants’ False and Misleading Class Period Statements

38. On September 23, 2013, Honig and several of his associates began

trading BioZone securities to create the appearance of market activity in advance of

Ford’s anticipated article. The same day, Honig was able to pay Ford for the

upcoming favorable article. O’Rourke called Ford and told him to place buy orders

for BioZone at $0.40 and made sure it was executed against a corresponding sale

placed by Honig. Honig sold 180,000 shares to Ford at the coordinated rate of $0.40.

39. Further on September 23, 2013, O’Rourke put in the last trade of the

day in BioZone to ensure that the price would be higher and giving the false

impression that the stock price was increasing as the market closed.

40. On September 26, 2013, Honig and his associates engaged in

coordinated trades to enhance the false impression of an active market for BioZone

securities.

41. On September 26, 2013, less than a half hour before market close, the

article written by Ford, “Opko and Its Billionaire CEO Invested in BioZone”

appeared on Seeking Alpha. As part of a scheme to inflate the price of BioZone

securities, the article touted BioZone by using Defendant Frost’s ownership in

BioZone and reputation as a successful biotech investor. The article also contained


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a quote from Keller touting the benefits of BioZone’s technology, Qusomes – a

patented technology aimed to be used in large-scale drug markets. The article also

misleadingly stated that BioZone had a formulation ready to be tested and brought

to the billion-dollar injectable drug market.

42. Ford’s Seeking Alpha article did not disclose that he was compensated

by Honig to write the article. In fact, Ford stated the opposite: “I wrote this article

myself, and it expresses my own opinions. I am not receiving compensation for it

(other than from Seeking Alpha). I have no business relationship with any company

whose stock is mentioned in this article.”

43. As a result of Ford’s Seeking Alpha article, trading volume in BioZone

increased from about 1,100 shares on September 25, 2013 to over 4.5 million shares

on September 27, 2013, and more than 6 million shares on October 2, 2013. The

share price increased from an average in August 2013 of $0.48 to $0.97 on October

17, 2013.

44. Between September 26, 2013 and December 31, 2013, Honig, Brauser,

Frost, Groussman, Stetson, O’Rourke, and a few entities controlled by these

individuals, sold over 15.7 million shares of BioZone and received proceeds of over

$9.2 million.

45. On November 18, 2013, the Company filed a Form 10-Q for the quarter

ended September 30, 2013 (the “3Q 2013 10-Q”) with the SEC, which provided the


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Company’s third quarter 2017 financial results and position. The 3Q 2013 10-Q was

signed by Defendant Maza. The 3Q 2013 10-Q contained signed certifications

pursuant to the Sarbanes-Oxley Act of 2002 (“SOX”) by Defendant Maza attesting

to the accuracy of financial reporting, the disclosure of any material changes to the

Company’s internal control over financial reporting and the disclosure of all fraud.

46. On November 27, 2013, BioZone issued a press release entitled,

“BioZone Pharmaceuticals Announces Executed Letter of Intent to Merge With

Cocrystal Discovery Inc.” The press release detailed the anticipated transaction,

stating in relevant part:

ENGLEWOOD CLIFFS, NJ--(Marketwired - November 27, 2013) -

BioZone Pharmaceuticals, Inc. (OTCBB: BZNE) today announced that

it has agreed to terms and signed a Letter of Intent to merge with

Cocrystal Discovery, Inc., a privately-held, biotechnology company

developing antiviral therapeutics for human diseases. Cocrystal

Discovery has breakthrough technologies that enable the creation of

first- and best-in-class antivirals.

Cocrystal Discovery has previously received strategic investments

from Teva Pharmaceuticals (NYSE: TEVA), Opko Health (NYSE:

OPK), and The Frost Group. Opko Health and The Frost Group

together own approximately 40% of Cocrystal Discovery.

Cocrystal Discovery has five therapeutic programs targeting the

Hepatitis C Virus (HCV), Influenza, the Human Rhinovirus (HRV),

Dengue, and the Norovirus. The Hepatitis C Virus is the cause of 170

million chronic infections worldwide and has created a market for

treatment of $6 billion in 2012 that is projected to grow to $20 billion

by 2020. Cocrystal Discovery is targeting two Hepatitis C replication

enzymes, with its Polymerase program at lead optimization stage and

its Helicase program at lead identification stage. Cocrystal Discovery’s


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Influenza, HRV, Dengue, and Norovius programs are targeting unmet

multi-billion dollar market opportunities with first-in-class antivirals.

Dr. Gary Wilcox, the existing Chief Executive Officer and Chairman

of Cocrystal Discovery, will become the Chief Executive Officer and

Chairman of the combined company. Dr. Wilcox served on the Board

of Directors and was Executive Vice President of Operations at Icos

Corporation from 1993 through its sale to Eli Lilly (NYSE: LLY) for

$2.3 billion in 2007. At Icos he led the teams developing Cialis, which

now has annual sales over $2 billion, and had notable large investors

including Bill Gates backing the company.

“We believe this merger will significantly enhance our ability to bring

our small molecule inhibitors of the viral replication complex to

market,” commented Dr. Wilcox. “Drs. Frost and Hsiao have a proven

track record of driving healthcare innovation while creating significant

value for shareholders. We believe in our ability to discover oral, once-

a-day, broad-spectrum antiviral drug candidates targeting the

polymerase enzyme of the Hepatitis C virus. Our other first-in-class

therapeutic programs have the potential to be billion dollar

opportunities as well.”

Dr. Roger Kornberg, Chief Scientist and a Director of Cocrystal

Discovery, will keep the title of Chief Scientist of the combined

company. Dr. Kornberg received the 2006 Nobel Prize in Chemistry

and is Professor of Structural Biology at Stanford University School of

Medicine.

Dr. Phillip Frost and Dr. Jane Hsiao are current Directors at

Cocrystal. Dr. Frost is the Chairman and CEO of Opko Health, Inc,

and the Chairman of the Board of Teva Pharmaceuticals. Dr. Hsiao

is Vice Chairman and Chief Technical Officer of Opko Health, Inc.

Dr. Frost commented, “We are excited about the breadth of the

management team at Cocrystal Discovery. There are compelling

advantages to the technologies for small molecule inhibitors of the viral

replication complex. In addition to the groundbreaking technology that

Cocrystal Discovery possesses, I am always one to bet on management.

With Dr. Wilcox’s top-notch pedigree and successes in bringing

products to market, I am confident in the future of this company. This


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merger will provide greater resources to help bring products of the

combined company to market and offer shareholders an opportunity to

realize significant value on their investment.”

Under the terms of the merger agreement, current shareholders of

BioZone Pharmaceuticals and Cocrystal Discovery will own

approximately 40% and 60% of the combined company, respectively.

The Merger is expected to close at the end of 2013, and is subject to

customary conditions to closing as detailed in the Merger Agreement.

The structure of the transaction will be in the form of a reverse merger

with Cocrystal Pharma, Inc. as the surviving corporation and will now

be headquartered in Bothell, WA. The combined company will initially

continue to trade on the OTCBB under the symbol BZNE.

(Emphasis added).

47. On January 3, 2014, BioZone announced that it finalized a planned

merger with Cocrystal Discovery, Inc., issuing the press release entitled, “BioZone

Completes Acquisition of Cocrystal Discovery and Begins Transformation to High

Growth Biotech Company” which stated in relevant part:

ENGLEWOOD CLIFFS, NJ--(Marketwired - January 03, 2014) -

BioZone Pharmaceuticals, Inc. (OTCQB: BZNE) today announced that

it has finalized its planned merger with Cocrystal Discovery, Inc., a

privately-held, biotechnology company developing antiviral

therapeutics for human diseases. Cocrystal Discovery has previously

received strategic investments from Teva Pharmaceuticals (NYSE:

TEVA), Opko Health (NYSE MKT: OPK) and The Frost Group.

Concurrent with the closing of the merger, Dr. Gary Wilcox has been

appointed Chief Executive Officer and Chairman of the Board. Dr.

Wilcox previously served on the Board of Directors and was Executive

Vice President of Operations at Icos Corporation from 1993 through its

sale to Eli Lilly for $2.3 billion in 2007. At Icos he led the team

developing Cialis, which now has annual sales over $2 billion.

Additionally, Dr. Roger Kornberg, has been appointed Chief Scientist

and a Director of the combined entities. Dr. Kornberg received the 2006


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Nobel Prize in Chemistry and is Professor of Structural Biology at

Stanford University School of Medicine. Joining Dr. Wilcox and Dr.

Fornberg on the Board of Directors is Dr. Phillip Frost, Dr. Sam Lee,

Steven Rubin and Dr. Jane Hsiao. Dr. Frost is currently the Chairman

and CEO of Opko Health, Inc, and the Chairman of the Board of Teva

Pharmaceuticals. Dr. Hsiao is Vice Chairman and Chief Technical

Officer of Opko Health, Inc.

Newly Appointed CEO and Chairman, Dr. Gary Wilcox commented,

“We are keenly focused on bringing our small molecule inhibitors of

the viral replication complex to market. We believe in our ability to

discover oral, once-a-day, broad-spectrum antiviral drug candidates

targeting the polymerase enzyme of the Hepatitis C virus. This merger

provides us even greater resources to help bring products to market and

offers our shareholders an opportunity to realize significant value on

their investment.”

Member of the Board of Directors Dr. Frost commented, “We are

excited about the team we have assembled with Dr. Wilcox’s top-notch

pedigree and successes in bringing products to market; I am confident

in the future of this company. There are many compelling advantages

to the technologies for small molecule inhibitors of the viral replication

complex.”

Cocrystal Discovery has five therapeutic programs targeting the

Hepatitis C Virus (HCV), Influenza, the Human Rhinovirus (HRV),

Dengue, and the Norovirus. The Hepatitis C Virus is the cause of 170

million chronic infections worldwide and has created a market for the

treatment of $6 billion in 2012 that is projected to grow to $20 billion

by 2020. Cocrystal Discovery is targeting two Hepatitis C replication

enzymes, with its Polymerase program at lead optimization stage and

its Helicase program at lead identification stage. Cocrystal Discovery’s

Influenza, HRV, Dengue, and Norovius programs are targeting unmet

multi-billion dollar market opportunities with first-in-class antivirals.

Under the terms of the merger agreement, current shareholders of

BioZone Pharmaceuticals and Cocrystal Discovery will own

approximately 40% and 60% of the combined company, respectively.

The company plans to apply for a name change and ticker change in the


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upcoming months to more accurately reflect its business moving

forward.

48. On April 15, 2014, the company Cocrystal Pharma, Inc. was formed

and announced the new ticker symbol of “COCP” from “BZNE” which was trading

on the OTC Markets.

49. On March 31, 2014, the Company filed a Form 10-K for the year ended

December 31, 2013 (the “2013 10-K”) with the SEC, which provided the Company’s

full year 2013 financial results and position. The 2013 10-K was signed by

Defendants Wilcox, McGuire, and Frost. The 2013 10-K contained signed SOX

certifications by Defendants Wilcox and McGuire, attesting to the accuracy of

financial reporting, the disclosure of any material changes to the Company’s internal

control over financial reporting and the disclosure of all fraud.

50. On April 4, 2014, the Company, filed a Form 10-K/A for the year ended

December 31, 2013 (the “2013 10-K/A”) with the SEC, which provided the

Company’s full year 2013 financial results and position. The 2013 10-K/A was

signed by Defendants Wilcox, McGuire, and Frost. The 2013 10-K/A contained

signed SOX certifications by Defendants Wilcox and McGuire attesting to the

accuracy of financial reporting, the disclosure of any material changes to the

Company’s internal control over financial reporting and the disclosure of all fraud.




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Defendants Wilcox, McGuire, and Frost. The 2014 10-K contained signed SOX

certifications by Defendants Wilcox and McGuire attesting to the accuracy of

financial reporting, the disclosure of any material changes to the Company’s internal

control over financial reporting and the disclosure of all fraud.




Defendants Meckler, Wilcox, Dale, and Frost. The 2015 10-K contained signed SOX

certifications by Defendants Meckler and Dale attesting to the accuracy of financial

reporting, the disclosure of any material changes to the Company’s internal control

over financial reporting and the disclosure of all fraud.




Defendants Wilcox, Martin, and Frost. The 2016 10-K contained signed SOX

certifications by Defendants Wilcox and Martin attesting to the accuracy of financial




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Defendants Wilcox, Martin, and Frost. The 2017 10-K contained signed SOX

certifications by Defendants Wilcox and Martin attesting to the accuracy of financial



55. The statements referenced in ¶¶38-54 above were materially false

and/or misleading because they misrepresented and/or failed to disclose the

following adverse facts pertaining to the Company’s business and operations which

were known to Defendants or recklessly disregarded by them. Specifically,

Defendants made false and/or misleading statements and/or failed to disclose that:

(1) Defendants were engaged in a pump-and-dump scheme to artificially inflate the

Company’s stock price; (2) this illicit scheme would result in governmental scrutiny,

including from the SEC; (3) Defendants failed to abide by SEC disclosure

regulations; and (4) as a result, Defendants’ statements about Cocrystal’s business,

operations and prospects were materially false and misleading and/or lacked a

reasonable basis at all relevant times.


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The Truth Emerges

56. On September 7, 2018, the SEC issued a press release entitled “SEC

Charges Microcap Fraudsters for Roles in Lucrative Market Manipulation Schemes”

which included Frost as a defendant. The SEC made its complaint against Frost, and

others available on its website at https://www.sec.gov/news/press-release/2018-182.

The press release states, in relevant part:

Washington D.C., Sept. 7, 2018 —The Securities and Exchange

Commission today charged a group of 10 individuals and 10 associated

entities for their participation in long-running fraudulent schemes that

generated over $27 million from unlawful stock sales and caused

significant harm to retail investors who were left holding virtually

worthless stock.

According to the SEC’s complaint, from 2013 to 2018, a group of

prolific South Florida-based microcap fraudsters led by Barry Honig

manipulated the share price of the stock of three companies in classic

pump-and-dump schemes. Miami biotech billionaire Phillip Frost

allegedly participated in two of these three schemes. Honig allegedly

orchestrated the acquisition of large quantities of the issuer’s stock at

steep discounts, and after securing a substantial ownership interest in

the companies, Honig and his associates engaged in illegal

promotional activity and manipulative trading to artificially boost

each issuer’s stock price and to give the stock the appearance of active

trading volume. According to the SEC’s complaint, Honig and his

associates then dumped their shares into the inflated market, reaping

millions of dollars at the expense of unsuspecting investors.

“As alleged, Honig and his associates engaged in brazen market

manipulation that advanced their financial interests while fleecing

innocent investors and undermining the integrity of our securities

markets,” said Sanjay Wadhwa, Senior Associate Director in the SEC’s

Division of Enforcement. “They failed to appreciate, however, the

SEC’s resolve to relentlessly pursue and punish participants in

microcap fraud schemes.”


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The SEC’s complaint, which was filed in federal district court in

Manhattan, charges Honig, John Stetson, Michael Brauser, John R.

O’Rourke III, Mark Groussman, Frost, Elliot Maza, Robert Ladd,

Brian Keller, John H. Ford, Alpha Capital Anstalt, ATG Capital

LLC, GRQ Consultants Inc., HS Contrarian Investments LLC,

Grander Holdings Inc., Melechdavid Inc., OPKO Health Inc., Frost

Gamma Investments Trust, Southern Biotech Inc., and Stetson

Capital Investments Inc. with violating antifraud, beneficial

ownership disclosure, and registration provisions of the federal

securities laws and seeks monetary and equitable relief.

(Emphasis added).

57. On this news, shares of Cocrystal fell $0.58, or over 15.5%, over the

next two trading days to close at $3.16 on September 11, 2018, damaging investors.

58. As a result of Defendants’ wrongful acts and omissions, and the

precipitous decline in the market value of the Company’s common shares, Plaintiff

and other Class members have suffered significant losses and damages.

PLAINTIFF’S CLASS ACTION ALLEGATIONS

59. Plaintiff brings this action as a class action pursuant to Federal Rule of

Civil Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who

purchased or otherwise acquired the publicly traded securities of Cocrystal and/or

BioZone during the Class Period (the “Class”); and were damaged upon the

revelation of the alleged corrective disclosure. Excluded from the Class are

Defendants herein, the officers and directors of the Company, at all relevant times,

members of their immediate families and their legal representatives, heirs,


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successors or assigns and any entity in which Defendants have or had a controlling

interest.

60. The members of the Class are so numerous that joinder of all members

is impracticable. Throughout the Class Period, the Company’s securities were

actively traded on NASDAQ or OTC. While the exact number of Class members is

unknown to Plaintiff at this time and can be ascertained only through appropriate

discovery, Plaintiff believes that there are hundreds or thousands of members in the

proposed Class. Record owners and other members of the Class may be identified

from records maintained by the Company or its transfer agent and may be notified

of the pendency of this action by mail, using the form of notice similar to that

customarily used in securities class actions.

61. Plaintiff’s claims are typical of the claims of the members of the Class

as all members of the Class are similarly affected by Defendants’ wrongful conduct

in violation of federal law that is complained of herein.

62. Plaintiff will fairly and adequately protect the interests of the members

of the Class and has retained counsel competent and experienced in class and

securities litigation. Plaintiff has no interests antagonistic to or in conflict with those

of the Class.


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63. Common questions of law and fact exist as to all members of the Class

and predominate over any questions solely affecting individual members of the

Class. Among the questions of law and fact common to the Class are:

(a) whether Defendants’ acts as alleged violated the federal securities laws;

(b) whether Defendants’ statements to the investing public during the Class

Period misrepresented material facts about the financial condition,

business, operations, and management of the Company;

(c) whether Defendants’ statements to the investing public during the Class

Period omitted material facts necessary to make the statements made,

in light of the circumstances under which they were made, not

misleading;

(d) whether the Individual Defendants caused the Company to issue false

and misleading SEC filings and public statements during the Class

Period;

(e) whether Defendants acted knowingly or recklessly in issuing false and

misleading SEC filings and public statements during the Class Period;

(f) whether the prices of the Company’s securities during the Class Period

were artificially inflated because of the Defendants’ conduct

complained of herein; and


24

(g) whether the members of the Class have sustained damages and, if so,

what is the proper measure of damages.

64. A class action is superior to all other available methods for the fair and

efficient adjudication of this controversy since joinder of all members is

impracticable. Furthermore, as the damages suffered by individual Class members

may be relatively small, the expense and burden of individual litigation make it

impossible for members of the Class to individually redress the wrongs done to them.

There will be no difficulty in the management of this action as a class action.

65. Plaintiff will rely, in part, upon the presumption of reliance established

by the fraud-on-the-market doctrine in that:

(a) Defendants made public misrepresentations or failed to disclose

material facts during the Class Period;

(b) the omissions and misrepresentations were material;

(c) the Company’s securities are traded in efficient markets;

(d) the Company’s securities were liquid and traded with moderate to

heavy volume during the Class Period;

(e) the Company traded on the NASDAQ or OTC, and was covered by

multiple analysts;

(f) the misrepresentations and omissions alleged would tend to induce a

reasonable investor to misjudge the value of the Company’s securities;


25

Plaintiff and members of the Class purchased and/or sold the

Company’s securities between the time the Defendants failed to

disclose or misrepresented material facts and the time the true facts

were disclosed, without knowledge of the omitted or misrepresented

facts; and

(g) Unexpected material news about the Company was rapidly reflected in

and incorporated into the Company’s stock price during the Class

Period.

66. Based upon the foregoing, Plaintiff and the members of the Class are

entitled to a presumption of reliance upon the integrity of the market.

67. Alternatively, Plaintiff and the members of the Class are entitled to the

presumption of reliance established by the Supreme Court in Affiliated Ute Citizens

of the State of Utah v. United States, 406 U.S. 128, 92 S. Ct. 2430 (1972), as

Defendants omitted material information in their Class Period statements in violation

of a duty to disclose such information, as detailed above.

COUNT I

Violation of Section 10(b) of The Exchange Act and Rule 10b-5

Against All Defendants

68. Plaintiff repeats and realleges each and every allegation contained

above as if fully set forth herein.


26

69. This Count is asserted against the Company and the Individual

Defendants and is based upon Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b),

and Rule 10b-5 promulgated thereunder by the SEC.

70. During the Class Period, the Company and the Individual Defendants,

individually and in concert, directly or indirectly, disseminated or approved the false

statements specified above, which they knew or deliberately disregarded were

misleading in that they contained misrepresentations and failed to disclose material

facts necessary in order to make the statements made, in light of the circumstances

under which they were made, not misleading.

71. The Company and the Individual Defendants violated §10(b) of the

1934 Act and Rule 10b-5 in that they: employed devices, schemes and artifices to

defraud; made untrue statements of material facts or omitted to state material facts

necessary in order to make the statements made, in light of the circumstances under

which they were made, not misleading; and/or engaged in acts, practices and a course

of business that operated as a fraud or deceit upon plaintiff and others similarly

situated in connection with their purchases of the Company’s securities during the

Class Period.

72. The Company and the Individual Defendants acted with scienter in that

they knew that the public documents and statements issued or disseminated in the

name of the Company were materially false and misleading; knew that such


27

statements or documents would be issued or disseminated to the investing public;

and knowingly and substantially participated, or acquiesced in the issuance or

dissemination of such statements or documents as primary violations of the

securities laws. These defendants by virtue of their receipt of information reflecting

the true facts of the Company, their control over, and/or receipt and/or modification

of the Company’s allegedly materially misleading statements, and/or their

associations with the Company which made them privy to confidential proprietary

information concerning the Company, participated in the fraudulent scheme alleged

herein.

73. Individual Defendants, who are the senior officers and/or directors of

the Company, had actual knowledge of the material omissions and/or the falsity of

the material statements set forth above, and intended to deceive Plaintiff and the

other members of the Class, or, in the alternative, acted with reckless disregard for

the truth when they failed to ascertain and disclose the true facts in the statements

made by them or other personnel of the Company to members of the investing public,

including Plaintiff and the Class.

74. As a result of the foregoing, the market price of the Company’s

securities was artificially inflated during the Class Period. In ignorance of the falsity

of the Company’s and the Individual Defendants’ statements, Plaintiff and the other

members of the Class relied on the statements described above and/or the integrity


28

of the market price of the Company’s securities during the Class Period in

purchasing the Company’s securities at prices that were artificially inflated as a

result of the Company’s and the Individual Defendants’ false and misleading

statements.

75. Had Plaintiff and the other members of the Class been aware that the

market price of the Company’s securities had been artificially and falsely inflated

by the Company’s and the Individual Defendants’ misleading statements and by the

material adverse information which the Company’s and the Individual Defendants

did not disclose, they would not have purchased the Company’s securities at the

artificially inflated prices that they did, or at all.

76. As a result of the wrongful conduct alleged herein, Plaintiff and other

members of the Class have suffered damages in an amount to be established at trial.

77. By reason of the foregoing, the Company and the Individual Defendants

have violated Section 10(b) of the 1934 Act and Rule 10b-5 promulgated thereunder

and are liable to the Plaintiff and the other members of the Class for substantial

damages which they suffered in connection with their purchases of the Company’s

securities during the Class Period.


29

COUNT II

Violation of Section 9(a) and (f) of the Exchange Act

Against the Scheme Defendants

78. Plaintiff repeats and realleges each and every allegation contained

above as if fully set forth herein.

79. During the Class Period, the Scheme Defendants carried out a plan,

scheme and course of conduct which was intended to and, throughout the Class

Period, did: (1) deceive the investing public, including Plaintiff and other Class

members, as alleged herein; (2) engaged in a scheme to inflate the price of

Cocrystal’s securities; and (3) mislead and caused Plaintiff and other members of

the Class to purchase Cocrystal’s securities at artificially inflated prices. In

furtherance of this unlawful scheme, plan and course of conduct, Defendants, and

each of them, took the actions set forth herein.

80. The Scheme Defendants: (a) employed devices, schemes, and artifices

to defraud; (b) made untrue statements of material fact and/or omitted to state

material facts necessary to make the statements not misleading; and (c) engaged in

acts, practices, and a course of business that operated as a fraud and deceit upon the

purchasers of Cocrystal’s securities in an effort to maintain artificially high market

prices for Cocrystal’s securities in violation of Sections 9(a) and 9(f) of the Exchange

Act. The Scheme Defendants are sued either as primary participants in the wrongful

and illegal conduct charged herein or as controlling persons as alleged below.


30

81. By virtue of the foregoing, the Scheme Defendants made statements

which were at the time and in the light of the circumstances under which they were

made, false or misleading with respect to the value of Cocrystal securities which

Defendants knew or had reasonable ground to believe were so false or misleading.

82. The Scheme Defendants, individually and in concert, directly and

indirectly, by the use, means or instrumentalities of interstate commerce and/or of

the mails, engaged and participated in a continuous course of conduct to make said

false or misleading statements with respect to the value of Cocrystal securities which

Defendants knew or had reasonable grounds to believe were so false or misleading.

83. Each of the Scheme Defendants’ primary liability, and controlling

person liability, arises from the following facts: (1) the Scheme Defendants were

high-level executives, directors, and/or agents of the Company during the Class

Period and members of the Company’s management team or had control thereof; (2)

each of these Scheme Defendants, by virtue of his responsibilities and activities as a

senior officer, and/or director of the Company, and/or agent of the Company was

privy to and participated in the creation, development and reporting of the

Company’s financial condition; (3) each of these Scheme Defendants enjoyed

significant personal contact and familiarity with the other defendants and was

advised of and had access to other members of the Company’s management team,

internal reports and other data and information about the Company’s finances,


31

operations, and sales at all relevant times; and (4) each of these Scheme Defendants

was aware of the Company’s dissemination of information to the investing public

which they knew or recklessly disregarded was materially false and misleading.

84. At the time of said misrepresentations and omissions, Plaintiff and

other members of the Class were ignorant of their falsity, and believed them to be

true. Had Plaintiff and the other members of the Class and the marketplace known

the truth regarding Cocrystal’s true value and the Scheme Defendants’ price

manipulation, which was not disclosed by the Scheme Defendants, Plaintiff and

other members of the Class would not have purchased or otherwise acquired

Cocrystal securities, or, if they had acquired such securities during the Class Period,

they would not have done so at the artificially inflated prices that they paid.

85. By virtue of the foregoing, the Scheme Defendants violated Section

9(a) and 9(f) of the Exchange Act, 15 U.S.C. § 78i(a) and 78i(f).

86. As a direct and proximate result of Count II Defendants’ conduct as

described herein, Plaintiff has suffered significant damages and is entitled to such

damages from Count II Defendants, jointly and severally.

87. This action was filed within one year of discovery of the fraud and

within three years of Plaintiff’s purchases of securities giving rise to the cause of

action.


32

COUNT III

Violation of Section 20(a) of the Exchange Act

Against the Officer Defendants

88. Plaintiff repeats and realleges each and every allegation contained in

the foregoing paragraphs as if fully set forth herein.

89. During the Class Period, the Officer Defendants participated in the

operation and management of the Company, and conducted and participated, directly

and indirectly, in the conduct of the Company’s business affairs. Because of their

senior positions, they knew the adverse non-public information regarding the

Company’s business practices.

90. As officers and/or directors of a publicly owned company, the Officer

Defendants had a duty to disseminate accurate and truthful information with respect

to the Company’s financial condition and results of operations, and to correct

promptly any public statements issued by the Company which had become

materially false or misleading.

91. Because of their positions of control and authority as senior officers,

the Officer Defendants were able to, and did, control the contents of the various

reports, press releases and public filings which the Company disseminated in the

marketplace during the Class Period. Throughout the Class Period, the Officer

Defendants exercised their power and authority to cause the Company to engage in

the wrongful acts complained of herein. The Officer Defendants therefore, were


33

“controlling persons” of the Company within the meaning of Section 20(a) of the

Exchange Act. In this capacity, they participated in the unlawful conduct alleged

which artificially inflated the market price of the Company’s securities.

92. Each of the Officer Defendants, therefore, acted as a controlling person

of the Company. By reason of their senior management positions and/or being

directors of the Company, each of the Officer Defendants had the power to direct

the actions of, and exercised the same to cause, the Company to engage in the

unlawful acts and conduct complained of herein. Each of the Officer Defendants

exercised control over the general operations of the Company and possessed the

power to control the specific activities which comprise the primary violations about

which Plaintiff and the other members of the Class complain.

93. By reason of the above conduct, the Officer Defendants are liable

pursuant to Section 20(a) of the Exchange Act for the violations committed by the

Company.

COUNT IV

Violation of Section 20(b) of the Exchange Act Against Honig, Brauser, Frost,

O’Rourke, Stetson, Groussman, and Keller

94. Plaintiff repeats and realleges each and every allegation contained in

the foregoing paragraphs as if fully set forth herein.


34

95. By their conduct as alleged above, Count IV Defendants directly and

indirectly, acted through and used another person or entity to violate Section 10(b)

of the Exchange Act and Rule 10b-5 thereunder.

96. In acting through and using another person or entity to violate Section

10(b) of the Exchange Act and Rule 10b-5 thereunder, Count IV Defendants acted

intentionally, knowingly or with severe recklessness with respect to the truth.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands judgment against Defendants as follows:

A. Determining that the instant action may be maintained as a class action

under Rule 23 of the Federal Rules of Civil Procedure, and certifying Plaintiff as the

Class representative;

B. Requiring Defendants to pay damages sustained by Plaintiff and the

Class by reason of the acts and transactions alleged herein;

C. Awarding Plaintiff and the other members of the Class prejudgment and

post-judgment interest, as well as their reasonable attorneys’ fees, expert fees and

other costs; and

D. Awarding such other and further relief as this Court may deem just and

proper.


35

DEMAND FOR TRIAL BY JURY

Plaintiff hereby demands a trial by jury.

Dated: September 20, 2018 Respectfully submitted,

THE ROSEN LAW FIRM, P.A.

By: /s/Laurence M. Rosen

Laurence M. Rosen

609 W. South Orange Avenue, Suite 2P

South Orange, NJ 07079

Tel: (973) 313-1887

Fax: (973) 833-0399

Email: [email protected]

Counsel for Plaintiff


Certification and Authorization of Named Plaintiff Pursuantto Federal Securities LawsThe individual or institution listed below (the "Plaintiff") authorizes and, upon executionof the accompanying retainer agreement by The Rosen Law Firm P.A., retains The RosenLaw Firm P.A. to file an action under the federal securities laws to recover damages andto seek other relief against Cocrystal Pharma, Inc.. The Rosen Law Firm P.A. willprosecute the action on a contingent fee basis and will advance all costs and expenses.The Cocrystal Pharma, Inc.. Retention Agreement provided to the Plaintiff isincorporated by reference, upon execution by The Rosen Law Firm P.A.

First name: AnthonyMiddle initial:Last name: PepeAddress:City:State:Zip:Country:Facsimile:Phone:Email:

Plaintiff certifies that:

1. Plaintiff has reviewed the complaint and authorized its filing.2. Plaintiff did not acquire the security that is the subject of this action at the direction

of plaintiff's counsel or in order to participate in this private action or any otherlitigation under the federal securities laws.

3. Plaintiff is willing to serve as a representative party on behalf of a class, includingproviding testimony at deposition and trial, if necessary.

4. Plaintiff represents and warrants that he/she/it is fully authorized to enter into andexecute this certification.

5. Plaintiff will not accept any payment for serving as a representative party on behalfof the class beyond the Plaintiff's pro rata share of any recovery, except suchreasonable costs and expenses (including lost wages) directly relating to therepresentation of the class as ordered or approved by the court.

6. Plaintiff has made no transaction(s) during the Class Period in the debt or equitysecurities that are the subject of this action except those set forth below:

Acquisitions:

Buy Date # of Shares Price per ShareType of Security

SEE SCHEDULE A ATTACHED

REDACTED

Case 2:18-cv-14091-KM-JBC Document 1-1 Filed 09/20/18 Page 1 of 3 PageID: 36

7. I have not served as a representative party on behalf of a class under the federalsecurities laws during the last three years, except if detailed below. [ ]

I declare under penalty of perjury, under the laws of theUnited States, that the information entered is accurate: YES

By clicking on the button below, I intend to sign and executethis agreement and retain the Rosen Law Firm, P.A. toproceed on Plaintiff's behalf, on a contingent fee basis. YES

Signed pursuant to California Civil Code Section 1633.1, et seq. - and the UniformElectronic Transactions Act as adopted by the various states and territories of theUnited States.

Date of signing: 09/17/2018

Certification for Anthony Pepe (cont.)


1

SCHEDULE A

ANTHONY PEPE

COCRYSTAL PHARMA, INC. TRANSACTIONS

PURCHASES

DATE SHARES PRICE

8/27/2014 6,000 $0.38

10/1/2014 2,450 $0.37

11/14/2014 6,000 $0.47

5/13/2015 1,800 $1.07

7/23/2015 1,400 $1.04

1/19/2016 2,500 $0.57

1/25/2016 4,000 $0.49

6/30/2016 2,200 $0.45

7/27/2016 4,000 $0.46

8/1/2016 4,000 $0.46

12/30/2016 5,000 $0.39

1/5/2017 5,000 $0.39

2/17/2017 2,600 $0.31

8/24/2017 5,000 $0.18

2/2/2018 200 $4.82

4/24/2018 260 $3.60


JS 44 (Rev. 06/17) CIVIL COVER SHEETThe JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except asprovided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for thepurpose of initiating the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)

I. (a) PLAINTIFFS DEFENDANTS

(b) County of Residence of First Listed Plaintiff County of Residence of First Listed Defendant(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)

NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE TRACT OF LAND INVOLVED.

(c) Attorneys (Firm Name, Address, and Telephone Number) Attorneys (If Known)

II. BASIS OF JURISDICTION (Place an “X” in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Box for Plaintiff(For Diversity Cases Only) and One Box for Defendant)

1 U.S. Government 3 Federal Question PTF DEF PTF DEFPlaintiff (U.S. Government Not a Party) Citizen of This State 1 1 Incorporated or Principal Place 4 4

of Business In This State

2 U.S. Government 4 Diversity Citizen of Another State 2 2 Incorporated and Principal Place 5 5Defendant (Indicate Citizenship of Parties in Item III) of Business In Another State

Citizen or Subject of a 3 3 Foreign Nation 6 6 Foreign Country

IV. NATURE OF SUIT (Place an “X” in One Box Only) Click here for: Nature of Suit Code Descriptions.CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES

110 Insurance PERSONAL INJURY PERSONAL INJURY 625 Drug Related Seizure 422 Appeal 28 USC 158 375 False Claims Act120 Marine 310 Airplane 365 Personal Injury - of Property 21 USC 881 423 Withdrawal 376 Qui Tam (31 USC 130 Miller Act 315 Airplane Product Product Liability 690 Other 28 USC 157 3729(a))140 Negotiable Instrument Liability 367 Health Care/ 400 State Reapportionment150 Recovery of Overpayment 320 Assault, Libel & Pharmaceutical PROPERTY RIGHTS 410 Antitrust

& Enforcement of Judgment Slander Personal Injury 820 Copyrights 430 Banks and Banking151 Medicare Act 330 Federal Employers’ Product Liability 830 Patent 450 Commerce152 Recovery of Defaulted Liability 368 Asbestos Personal 835 Patent - Abbreviated 460 Deportation

Student Loans 340 Marine Injury Product New Drug Application 470 Racketeer Influenced and (Excludes Veterans) 345 Marine Product Liability 840 Trademark Corrupt Organizations

153 Recovery of Overpayment Liability PERSONAL PROPERTY LABOR SOCIAL SECURITY 480 Consumer Credit of Veteran’s Benefits 350 Motor Vehicle 370 Other Fraud 710 Fair Labor Standards 861 HIA (1395ff) 490 Cable/Sat TV

160 Stockholders’ Suits 355 Motor Vehicle 371 Truth in Lending Act 862 Black Lung (923) 850 Securities/Commodities/190 Other Contract Product Liability 380 Other Personal 720 Labor/Management 863 DIWC/DIWW (405(g)) Exchange195 Contract Product Liability 360 Other Personal Property Damage Relations 864 SSID Title XVI 890 Other Statutory Actions196 Franchise Injury 385 Property Damage 740 Railway Labor Act 865 RSI (405(g)) 891 Agricultural Acts

362 Personal Injury - Product Liability 751 Family and Medical 893 Environmental Matters Medical Malpractice Leave Act 895 Freedom of Information

REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS 790 Other Labor Litigation FEDERAL TAX SUITS Act210 Land Condemnation 440 Other Civil Rights Habeas Corpus: 791 Employee Retirement 870 Taxes (U.S. Plaintiff 896 Arbitration220 Foreclosure 441 Voting 463 Alien Detainee Income Security Act or Defendant) 899 Administrative Procedure230 Rent Lease & Ejectment 442 Employment 510 Motions to Vacate 871 IRS—Third Party Act/Review or Appeal of240 Torts to Land 443 Housing/ Sentence 26 USC 7609 Agency Decision245 Tort Product Liability Accommodations 530 General 950 Constitutionality of290 All Other Real Property 445 Amer. w/Disabilities - 535 Death Penalty IMMIGRATION State Statutes

Employment Other: 462 Naturalization Application446 Amer. w/Disabilities - 540 Mandamus & Other 465 Other Immigration

Other 550 Civil Rights Actions448 Education 555 Prison Condition

560 Civil Detainee - Conditions of Confinement

V. ORIGIN (Place an “X” in One Box Only)1 Original

Proceeding2 Removed from

State Court 3 Remanded from

Appellate Court4 Reinstated or

Reopened 5 Transferred from

Another District(specify)

6 MultidistrictLitigation -Transfer

8 Multidistrict Litigation - Direct File

VI. CAUSE OF ACTIONCite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):

Brief description of cause:

VII. REQUESTED INCOMPLAINT:

CHECK IF THIS IS A CLASS ACTIONUNDER RULE 23, F.R.Cv.P.

DEMAND $ CHECK YES only if demanded in complaint:JURY DEMAND: Yes No

VIII. RELATED CASE(S)IF ANY (See instructions):

JUDGE DOCKET NUMBERDATE SIGNATURE OF ATTORNEY OF RECORD

FOR OFFICE USE ONLY

RECEIPT # AMOUNT APPLYING IFP JUDGE MAG. JUDGE

ANTHONY PEPE, Individually and On Behalf of All Others SimilarlySituated,

Sussex County, NJ

Laurence M. Rosen, The Rosen Law Firm, P.A.609 W. South Orange Avenue, Suite 2P, South Orange, NJ 07079Tel: (973) 313-1887; Email: [email protected]

15 U.S.C. §§ 78i(a), 78i(f), 78j(b), 78t(a), 78t(b) and 17 C.F.R. 240.10b-5

Violations of the federal securities laws

09/20/2018 /s/Laurence M. Rosen

Cocrystal Pharma, Inc. f/k/a BioZone Pharmaceuticals, Inc., Elliot Maza, Gary Wilcox, Jeffrey Meckler, Gerald McGuire, James Martin, Curtis Dale, Phillip Frost, Barry C. Honig, John Stetson, Michael Brauser, John O’Rourke III, Mark Groussman, Brian Keller, and John H. Ford,


JS 44 Reverse (Rev. 06/17)

INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44Authority For Civil Cover Sheet

The JS 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of pleading or other papers asrequired by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, isrequired for the use of the Clerk of Court for the purpose of initiating the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk ofCourt for each civil complaint filed. The attorney filing a case should complete the form as follows:

I.(a) Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a government agency, useonly the full name or standard abbreviations. If the plaintiff or defendant is an official within a government agency, identify first the agency and then the official, giving both name and title.

(b) County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the time of filing. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In land condemnation cases, the county of residence of the "defendant" is the location of the tract of land involved.)

(c) Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment, notingin this section "(see attachment)".

II. Jurisdiction. The basis of jurisdiction is set forth under Rule 8(a), F.R.Cv.P., which requires that jurisdictions be shown in pleadings. Place an "X" in one of the boxes. If there is more than one basis of jurisdiction, precedence is given in the order shown below.United States plaintiff. (1) Jurisdiction based on 28 U.S.C. 1345 and 1348. Suits by agencies and officers of the United States are included here.United States defendant. (2) When the plaintiff is suing the United States, its officers or agencies, place an "X" in this box.Federal question. (3) This refers to suits under 28 U.S.C. 1331, where jurisdiction arises under the Constitution of the United States, an amendment to the Constitution, an act of Congress or a treaty of the United States. In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes precedence, and box 1 or 2 should be marked.Diversity of citizenship. (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states. When Box 4 is checked, the citizenship of the different parties must be checked. (See Section III below; NOTE: federal question actions take precedence over diversity cases.)

III. Residence (citizenship) of Principal Parties. This section of the JS 44 is to be completed if diversity of citizenship was indicated above. Mark thissection for each principal party.

IV. Nature of Suit. Place an "X" in the appropriate box. If there are multiple nature of suit codes associated with the case, pick the nature of suit code that is most applicable. Click here for: Nature of Suit Code Descriptions.

V. Origin. Place an "X" in one of the seven boxes.Original Proceedings. (1) Cases which originate in the United States district courts.Removed from State Court. (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 1441.When the petition for removal is granted, check this box.Remanded from Appellate Court. (3) Check this box for cases remanded to the district court for further action. Use the date of remand as the filing date.Reinstated or Reopened. (4) Check this box for cases reinstated or reopened in the district court. Use the reopening date as the filing date.Transferred from Another District. (5) For cases transferred under Title 28 U.S.C. Section 1404(a). Do not use this for within district transfers or multidistrict litigation transfers.Multidistrict Litigation – Transfer. (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C. Section 1407. Multidistrict Litigation – Direct File. (8) Check this box when a multidistrict case is filed in the same district as the Master MDL docket. PLEASE NOTE THAT THERE IS NOT AN ORIGIN CODE 7. Origin Code 7 was used for historical records and is no longer relevant due to changes in statue.

VI. Cause of Action. Report the civil statute directly related to the cause of action and give a brief description of the cause. Do not cite jurisdictional statutes unless diversity. Example: U.S. Civil Statute: 47 USC 553 Brief Description: Unauthorized reception of cable service

VII. Requested in Complaint. Class Action. Place an "X" in this box if you are filing a class action under Rule 23, F.R.Cv.P.Demand. In this space enter the actual dollar amount being demanded or indicate other demand, such as a preliminary injunction.Jury Demand. Check the appropriate box to indicate whether or not a jury is being demanded.

VIII. Related Cases. This section of the JS 44 is used to reference related pending cases, if any. If there are related pending cases, insert the docket numbers and the corresponding judge names for such cases.

Date and Attorney Signature. Date and sign the civil cover sheet.


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