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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 25, 2025
Commission
file number 001-39531
PROCESSA
PHARMACEUTICALS, INC.
(Exact
name of Registrant as Specified in its Charter)
| Delaware |
|
45-1539785 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(I.R.S.
Employer
Identification
Number) |
| 601
21st Street, Suite 300, Vero Beach,
FL 32960 |
| (Address
of Principal Executive Offices, Including Zip Code) |
| (772)
453-2899 |
| (Registrant’s
Telephone Number, Including Area Code) |
| |
| (Former
Name or Former Address, if Changed Since Last Report) |
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: Par value $.0001 |
|
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. ☐ |
Item 8.01. Other Events.
On
July 25, 2025, Processa Pharmaceuticals, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus
supplement to its Registration Statement on Form S-3 (Registration No. 333-279588) permitting the Company to sell $5,239,073 shares of
the Company’s common stock pursuant to its equity distribution agreement with A.G.P. / Alliance Global Partners. As of the date
of the prospectus supplement, the Company had offered and sold $1,546,338 shares of the Company’s common stock during the prior
12 months. Thus, $3,692,735 is available to be sold pursuant to the prospectus supplement. This Current Report shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any sale of shares of the Company’s common stock in any
state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such state.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Exhibit
Description |
| |
|
|
| 5.1 |
| Opinion of Foley & Lardner LLP |
|
23.1 |
|
Consent of Foley & Lardner LLP (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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, on July 25, 2025.
| |
PROCESSA
PHARMACEUTICALS, INC. |
| |
Registrant |
| |
|
|
| |
By: |
/s/
George Ng |
| |
|
George
Ng |
| |
|
Chief
Executive Officer |
