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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): June 27, 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 1.01. Entry into a Material Agreement.
On
June 27, 2025, Processa Pharmaceuticals, Inc. (the “Company”) invoked its right to terminate the Licensing Agreement between
Ocuphire Pharma, Inc., (now Opus Genetics) dated June 16, 2021.
Item
7.01. Regulation FD Disclosure.
On
July 1, 2025, the Company issued a press release announcing strategic portfolio review and pipeline realignment to maximize shareholder
value. The press release is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01.
The
information contained in Item 7.01 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Exhibit
Description |
| |
|
|
10.1
|
|
Termination of Licensing Agreement dated June 27, 2025.
|
| 99.1 |
|
Press Release dated July 1, 2025 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
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 1, 2025.
| |
PROCESSA
PHARMACEUTICALS, INC. |
| |
Registrant |
| |
|
|
| |
By: |
/s/
George Ng |
| |
|
George
Ng |
| |
|
Chief
Executive Officer |
