Cocrystal Pharma Inc

This proposal requests shareholder approval to permit the meeting to be adjourned, if necessary, to a later date or time in order to allow the Company to solicit additional proxies to obtain sufficient votes for one or more proposals. Management seeks this authority as a contingency to address situations where, at the time of the meeting, the Company lacks the votes required to approve proposals or to establish a quorum. Approving adjournment gives the Board flexibility to continue outreach, solicit additional support, and potentially avoid the cost and disruption of reconvening on multiple separate days. The proposal is procedural and routine but has practical importance: it can materially affect whether substantive proposals pass by enabling additional solicitation and revoting. The Board recommends voting "FOR" because the adjournment power facilitates orderly corporate governance and protects the interests of stockholders by allowing greater participation and fuller consideration of proposals. If adopted, proxies and previously submitted votes remain revocable prior to use, preserving shareholders’ rights. Opponents might argue that adjournments could be used tactically to shift outcomes, but the requirement of a majority vote of shares present and entitled to vote, and the proxy revocation rights, provide protections. In the context of this small-cap, closely held company where broker non-votes on non-routine matters may be significant, the ability to adjourn to solicit additional proxies can be particularly consequential to achieving governance actions that the Board and management believe are in the company’s best interest.