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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 |
