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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 4, 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
1.01 Entry into a Material Definitive Agreement.
On
August 4, 2025, Processa Pharmaceuticals, Inc. (the “Company”) entered into
securities purchase agreements (the “Securities Purchase Agreement”) for a private placement with an accredited investor
wherein the Company sold 5,467,181 restricted shares of common stock at a purchase price of $0.23 per share for approximately $1.3 million
in gross proceeds (the “Offering”), before deducting Placement Agent fees and other expenses related to the Offering. The
Company intends to use the net cash proceeds from the Offering for general corporate purposes. The Offering closed on August 6, 2025.
In connection with this investment, we are evaluating corporate cryptocurrency treasury strategies as part of our broader financial
and growth objectives.
LifeSci
Capital LLC (the “Placement Agent”) acted as the Company’s exclusive placement
agent in the Offering. The Company has agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds raised
in the Offering. The Company has also agreed to reimburse the Placement Agent for reasonable out-of-pocket expenses incurred in connection
with the Offering, as well as a maximum $150,000 in legal expenses.
The
Offering is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant
to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule
506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Purchaser represented
that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and was acquiring the securities for investment
only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered
without any general solicitation by the Company or its representatives.
The
foregoing summary of the terms of the Securities Purchase Agreement is subject to, and qualified in their entirety by, such document
attached hereto as Exhibit 10.1 and is incorporated herein by reference. The provisions of the Securities Purchase Agreement, including
the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement or
as stated therein and are not intended as a document for investors and the public to obtain factual information about the current state
of affairs of the parties to the documents and agreements. Rather, investors and the public should look to other disclosures contained
in the Company’s filings with the Commission.
Item
3.02. Unregistered Sales of Equity Securities
The
matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
August 7, 2025, the Company issued a press release announcing the Offering, which is furnished as Exhibit 99.1 hereto. The information
in Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement, dated August 4, 2025, by and between Processa Pharmaceuticals, Inc. and the Purchaser (as defined therein). |
| 99.1 |
|
Press release by Processa Pharmaceuticals, dated August 7, 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 August 7, 2025.
| |
PROCESSA
PHARMACEUTICALS, INC. |
| |
Registrant |
| |
|
|
| |
By: |
/s/
George Ng |
| |
|
George
Ng |
| |
|
Chief
Executive Officer |
