[8-K] Processa Pharmaceuticals, Inc. Common Reports Material Event

Rhea-AI Filing Summary

Processa Pharmaceuticals (PCSA) filed an 8-K announcing a private placement that closed 6 Aug 2025.

• Sold 5,467,181 restricted common shares at $0.23 per share, raising roughly $1.3 million in gross proceeds.
• LifeSci Capital acted as exclusive placement agent; compensation equals 7 % of gross proceeds plus reimbursement of expenses, including up to $150,000 in legal fees.
• Securities were issued under the Section 4(a)(2)/Rule 506 (Reg D) exemption to an accredited investor with no general solicitation.
• Net proceeds are earmarked for general corporate purposes, and management is "evaluating corporate cryptocurrency treasury strategies."

No financial results, guidance revisions, or other material events were provided in this filing.

Positive

• $1.3 million cash infusion strengthens short-term liquidity without adding debt.
• Quick private placement completed under Rule 506, avoiding market volatility and registration delays.

Negative

• Equity dilution from issuing 5.47 M new shares at a low price of $0.23.
• 7 % placement-agent fee plus expenses reduces net proceeds available for operations.
• Potential cryptocurrency treasury strategy could introduce additional financial and regulatory risk.

Insights

Financial Analyst

TL;DR: $1.3 M cash raise offers liquidity but adds dilution; overall neutral.

The transaction supplies limited capital without increasing debt, helping fund operations in the near term. However, issuing 5.5 M shares at $0.23 represents meaningful dilution at a low price point, suggesting constrained access to capital markets. Placement-agent fees further reduce net proceeds. Because the amount is modest relative to typical biotech burn rates and no pipeline updates were given, the immediate valuation impact is likely muted.

Risk Analyst

TL;DR: Dilution and crypto-treasury exploration introduce risk; impact limited but worth monitoring.

Equity issuance under Reg D avoids registration complexity yet signals reliance on external financing. The 7 % fee plus expenses reduces efficiency. Management’s mention of potential cryptocurrency treasury strategies could increase balance-sheet volatility and regulatory exposure if pursued. While the filing itself is not highly material, ongoing capital needs and strategic shifts warrant continued investor vigilance.

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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 21^st 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

FAQ

How many shares did Processa Pharmaceuticals (PCSA) issue in the August 2025 private placement?

The company issued 5,467,181 restricted common shares.

At what price were PCSA shares sold in the private placement?

Each share was sold at $0.23.

How much capital did Processa raise from this transaction?

Gross proceeds totaled approximately $1.3 million.

Who served as placement agent and what fee was paid?

LifeSci Capital LLC acted as placement agent and will receive a 7 % cash fee plus reimbursed expenses.

What will Processa Pharmaceuticals do with the net proceeds?

Management plans to use the funds for general corporate purposes.

Was the offering registered with the SEC?

No. It relied on the Section 4(a)(2)/Rule 506 private-offering exemption.

Did the filing mention any new strategic initiatives?

Yes. The company is evaluating cryptocurrency treasury strategies as part of its financial planning.