PCSA gets second Nasdaq compliance period; company may pursue reverse split

Rhea-AI Filing Summary

Processa Pharmaceuticals, Inc. received a notice from Nasdaq that its common stock had closed below the $1.00 minimum bid-price requirement for 30 consecutive business days. Nasdaq has granted the company a second 180-day compliance period that runs until February 2, 2026 to regain compliance. Nasdaq noted the company meets the continued listing requirement for market value of its publicly held shares and all other initial listing standards except the minimum bid price. If the closing bid price reaches at least $1.00 for a minimum of 10 consecutive business days during the period, Nasdaq will confirm compliance. The company’s common stock remains listed and traded on The Nasdaq Capital Market, and the company said it will consider a reverse stock split if necessary to cure the deficiency.

Positive

• Nasdaq granted a second 180-day compliance period, giving the company additional time to regain the minimum bid-price requirement
• Nasdaq confirmed the company meets market value and all other initial listing standards aside from the minimum bid price, and the common stock remains listed and traded

Negative

• Common stock closed below the $1.00 minimum bid-price requirement for 30 consecutive business days, triggering the deficiency notice
• Failure to regain compliance by February 2, 2026 could lead to further Nasdaq action unless cured (company may need a reverse stock split)

Insights

Financial Analyst

TL;DR: Nasdaq granted a second 180-day cure period; stock remains listed but must reach $1.00 for 10 consecutive business days or otherwise consider a reverse split.

The notice is a material listing compliance event: Nasdaq confirmed the company meets all initial listing standards except the minimum bid price and provided a second compliance window ending February 2, 2026. The filing states that a closing bid price at or above $1.00 for at least 10 consecutive business days will restore compliance. Management has signaled it will consider a reverse stock split as a possible means to cure the deficiency. The outcome within the 180-day period will determine whether the company regains compliance or faces further Nasdaq action.

Corporate Governance Expert

TL;DR: The Nasdaq notice is a governance and listing-risk event; the company retains listing while pursuing remedies, including a potential reverse split.

Nasdaq’s letter permits a second 180-day remedial period and explicitly recognizes that the company meets market value and other initial listing standards aside from the minimum bid-price rule. The registrant has disclosed intent to consider a reverse stock split to address the deficiency. The company’s current listing status is unaffected for now, but compliance must be demonstrated through the stated 10-consecutive-business-day bid-price threshold or by other approved corrective actions within the cure period.

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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): August 7, 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)

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

As previously disclosed on Form 8-K filed on February 4, 2025, Processa Pharmaceuticals, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the previous 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).

On August 7, 2025, the Company received a letter from the Staff notifying that the Company is eligible for a second 180-day period, or until February 2, 2026 (the “Second Grace Period”) to regain compliance with the Bid Price Requirement. According to the notification from Nasdaq, the Staff’s determination was based on (i) the Company meeting the continued listing requirement for market value of its publicly held shares and all other Nasdaq initial listing standards, with the exception of the minimum bid price requirement, and (ii) the Company’s written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If at any time during this Second Grace Period, the closing bid price of the common stock is at least $1 per share for a minimum of 10 consecutive business days, Nasdaq will provide the Company with written confirmation of compliance.

The letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on The Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements of The Nasdaq Capital Market. The Company will consider implementing a reverse stock split to regain compliance with the continued listing requirements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
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 August 8, 2025.

	PROCESSA PHARMACEUTICALS, INC.
	Registrant
	By:	/s/ George Ng
		George Ng
		Chief Executive Officer

FAQ

What did the Nasdaq notice say about Processa Pharmaceuticals (PCSA)?

The Nasdaq notice states PCSA's common stock closed below the $1.00 minimum bid-price requirement for 30 consecutive business days and the company was granted a second 180-day compliance period.

How long is the Nasdaq compliance period for PCSA and what is the deadline?

The second compliance period is 180 days, ending on February 2, 2026, during which PCSA must regain the minimum bid-price requirement.

What must happen for Nasdaq to confirm PCSA is back in compliance?

If the closing bid price of PCSA's common stock is at least $1.00 for a minimum of 10 consecutive business days during the compliance period, Nasdaq will provide written confirmation of compliance.

Will PCSA’s stock be delisted immediately?

No. The company’s common stock remains listed and traded on The Nasdaq Capital Market while it works to regain compliance during the 180-day period.

What corrective action did the company say it might take?

The company disclosed it will consider implementing a reverse stock split if necessary to regain compliance with Nasdaq’s minimum bid-price requirement.