Processa (NASDAQ: PCSA) holders approve 1B-share authorization and split

Rhea-AI Filing Summary

Processa Pharmaceuticals, Inc. filed an amended current report to document shareholder approval of a major change to its capital structure. Effective September 12, 2025, the company amended its Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 1,000,000,000 shares. This amendment had been approved at a Special Meeting of Shareholders held on September 11, 2025.

At the Special Meeting, 17,127,838 shares of common stock were present in person or by proxy out of 50,349,149 shares entitled to vote as of the August 7, 2025 record date, satisfying the quorum requirement. Shareholders approved the Charter Proposal to increase authorized shares, as well as proposals relating to a reverse stock split, an equity incentive plan and an adjournment proposal, although adjournment was ultimately not needed.

Insights

Equity structure and governance analyst

Processa increases authorized common stock tenfold, expanding future equity capacity.

The company obtained shareholder approval to amend its charter, raising authorized common stock from 100,000,000 to 1,000,000,000 shares effective September 12, 2025. This change does not itself issue new shares, but it substantially expands the number of shares the company is legally permitted to issue in the future for purposes such as financings, acquisitions, or equity compensation.

The Special Meeting reached a quorum, with 17,127,838 shares present out of 50,349,149 entitled to vote as of the August 7, 2025 record date. Shareholders approved the Charter Proposal, a reverse stock split proposal, an equity incentive plan proposal, and an adjournment proposal, though adjournment was unnecessary once the main items passed. Actual impact on existing holders will depend on how many of the newly authorized shares are later issued and on the final reverse split terms disclosed in related materials.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2025

PROCESSA PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39531		45-1539785
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

601 21st Street, Suite 300 Vero Beach, FL		32960
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (772) 453-2899

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		PCSA		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K amends the Form 8-K filed on September 12, 2025 (the “Original Form 8-K”) to add Item 5.03, Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year, as it relates to the approved Charter Proposal described in Item 5.07. No other changes have been made to the Original Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective September 12, 2025, Processa Pharmaceuticals, Inc. (the “Company” or “us” or “we”) filed an amendment to its Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 100,000,000 shares to 1,000,000,000 shares (the “Amendment”). The Amendment was approved by the Company’s shareholders at a Special Meeting of Shareholders (the “Special Meeting”). The Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 11, 2025, the Company held the Special Meeting. A total of 50,349,149 shares of common stock were entitled to vote as of August 7, 2025, the record date for the Special Meeting. Present at the Special Meeting in person or by proxy were holders of 17,127,838 shares of common stock of the Company, representing at least one-third (1/3) of the voting power of the common stock of the Company outstanding and entitled to vote, constituting a quorum for the transaction of business.

The shareholders were asked to vote on four proposals, each of which is described in more detail in the Proxy Statement. Set forth below are the matters acted upon by the shareholders and the final voting results of each such proposal.

1. Approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 1,000,000,000 (the “Charter Proposal”):

Shares
For				Against				Abstain
	13,706,276				3,029,091				392,471

2. Approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, or the Certificate of Incorporation, to effect a reverse stock split of the Company’s outstanding common stock, $0.0001 par value per share, at a ratio of not less than 1-for-2 and not more than 1-for-50, such ratio to be determined in the sole discretion of the Company’s Board of Directors, without a corresponding reduction in the Company’s authorized shares, and to be effective upon a date determined by the Board of Directors no later than December 31, 2026 (the “Reverse Stock Split Proposal”):

Shares
For				Against				Abstain
	13,887,533				3,126,720				113,585

3. Approval of an amendment and restatement of the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan to increase the number of shares available for issuance under the Plan (the “OIP Proposal”):

Shares
For				Against				Abstain
	13,649,262				3,425,245				53,331

4. Approval of an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes in favor of the Charter Proposal, the Reverse Stock Split Proposal and/or the OIP Proposal or to establish a quorum (the “Adjournment Proposal”):

Shares
For				Against				Abstain
	14,039,730				2,563,581				524,527

Although the Adjournment Proposal was approved, the adjournment of the Special Meeting was not necessary because the shareholders approved the Charter Proposal, the Reverse Stock Split Proposal, and the OIP Proposal.

Item 9.01(d) Financial Statements and Exhibits

3.1	Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROCESSA PHARMACEUTICALS, INC.
Date: September 16, 2025	By:	/s/ Russell Skibsted
		Russell Skibsted
		Chief Financial Officer

FAQ

What did Processa Pharmaceuticals (PCSA) change in its capital structure?

Processa Pharmaceuticals amended its Fourth Amended and Restated Certificate of Incorporation, effective September 12, 2025, to increase its authorized common stock from 100,000,000 shares to 1,000,000,000 shares. This expands the maximum number of common shares the company may issue in the future.

When did PCSA shareholders approve the increase in authorized shares?

Shareholders approved the increase in authorized common shares at a Special Meeting of Shareholders held on September 11, 2025. The related charter amendment then became effective on September 12, 2025.

How many Processa Pharmaceuticals shares were entitled to vote at the Special Meeting?

A total of 50,349,149 shares of Processa Pharmaceuticals common stock were entitled to vote as of the August 7, 2025 record date for the Special Meeting.

What was the quorum at the Processa Pharmaceuticals Special Meeting?

Holders of 17,127,838 shares of common stock were present in person or by proxy at the Special Meeting, representing at least one-third of the voting power outstanding and entitled to vote, which constituted a quorum.

Which proposals did PCSA shareholders approve at the September 11, 2025 Special Meeting?

Shareholders approved the Charter Proposal to increase authorized common shares, a Reverse Stock Split Proposal, an OIP (equity incentive plan) Proposal, and an Adjournment Proposal. Although the Adjournment Proposal was approved, adjournment was not needed because the other proposals passed.

Does the increase to 1,000,000,000 authorized PCSA shares immediately dilute existing shareholders?

The amendment increases the authorized number of common shares but does not, by itself, issue new shares. Any potential dilution would depend on future issuances of shares under this expanded authorization and the terms of the approved reverse stock split and equity plan as described in related materials.