Processa Pharmaceuticals (NASDAQ: PCSA) approves 1-for-25 reverse stock split

Rhea-AI Filing Summary

Processa Pharmaceuticals, Inc. is implementing a 1-for-25 reverse stock split of its common stock, effective as of 5:00 p.m. Eastern Time on December 16, 2025. Starting December 17, 2025, its shares will trade on the Nasdaq Capital Market on a split-adjusted basis under the existing ticker PCSA.

Each block of 25 existing shares will be converted into 1 share, with fractional share amounts rounded up to the nearest whole share rather than paid in cash. The reverse split does not change the $0.0001 par value or the authorized 1,000,000,000 shares of common stock, and it applies uniformly so that stockholders’ relative ownership percentages remain the same. All outstanding options, warrants, restricted stock units and similar securities will be adjusted to reflect the new share count.

Insights

Capital markets analyst

Reverse split consolidates Processa’s share count without changing ownership percentages.

Processa Pharmaceuticals approved a 1-for-25 reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on December 16, 2025. From December 17, 2025, shares will trade on a split-adjusted basis on the Nasdaq Capital Market under the PCSA symbol, meaning every 25 pre-split shares represent 1 post-split share.

Fractional share positions will be rounded up to the nearest whole share, with no cash paid in lieu, slightly favoring holders with non-divisible positions. The company states that the split will not change the $0.0001 par value or the authorized 1,000,000,000 common shares, so overall authorized capacity is unchanged while the number of issued and outstanding shares is reduced proportionally.

The change applies uniformly, so each investor’s percentage ownership is intended to remain the same apart from minor effects from rounding. All outstanding options, warrants, restricted stock units and similar instruments tied to common stock will be adjusted to the new ratio, aligning exercise and settlement terms with the reduced share count.

false --12-31 0001533743 0001533743 2025-12-12 2025-12-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): 12/12/2025

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 3.03 Material Modification to Rights of Security Holders

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to articles of incorporation or bylaws; change in fiscal year

On December 12, 2025, Processa Pharmaceuticals, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Fourth Amended and Restated Certificate of Incorporation to effect a 1-for-25 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), effective as of 5:00 p.m. Eastern Time on December 16, 2025. Beginning with the opening of trading on December 17, 2025, Processa’s Common Stock will trade on the Nasdaq Capital Market on a split-adjusted basis under new CUSIP number 74275C403 and will continue to trade under the symbol “PCSA.”

As a result of the Reverse Stock Split, every twenty-five (25) shares of Common Stock issued and outstanding will be converted into one (1) share of Common Stock. We will not be issuing fractional shares in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the reverse stock split ratio of the Reverse Stock Split, will be entitled, upon surrender of certificate(s) representing these shares, to a number of shares rounded up to the nearest whole number and, accordingly, no money will be paid for a fractional share.

The Reverse Stock Split will not reduce the number of authorized shares of Common Stock of 1,000,000,000 or change the par value of the Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock except for the impact of fractional shares.

All outstanding options, warrants, restricted stock units and similar securities entitling their holders to receive or purchase shares of Common Stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of each security.

The foregoing description of the Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
3.1		Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company, effective December 16, 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 December 15, 2025.

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

FAQ

What corporate action did Processa Pharmaceuticals (PCSA) announce?

Processa Pharmaceuticals announced a 1-for-25 reverse stock split of its issued and outstanding shares of common stock.

When does the PCSA reverse stock split become effective and when will trading be split-adjusted?

The reverse split becomes effective at 5:00 p.m. Eastern Time on December 16, 2025, and PCSA shares will begin trading on a split-adjusted basis on December 17, 2025.

What is the reverse split ratio for Processa Pharmaceuticals common stock?

The reverse stock split uses a 1-for-25 ratio, so every twenty-five (25) shares of common stock are converted into one (1) share.

How will fractional Processa Pharmaceuticals (PCSA) shares be treated in the reverse split?

Stockholders who would otherwise receive fractional shares will have those amounts rounded up to the nearest whole share, and no cash will be paid for fractional shares.

Does the PCSA reverse split change authorized shares or par value?

No. The reverse split does not reduce the number of authorized shares of common stock, which remains at 1,000,000,000, and it does not change the $0.0001 par value.

Will the Processa Pharmaceuticals (PCSA) reverse split affect ownership percentages?

The company states the reverse stock split will affect all stockholders uniformly and will not change any stockholder’s ownership percentage, apart from minor effects from fractional share rounding.

How are PCSA options, warrants and restricted stock units affected by the reverse split?

All outstanding options, warrants, restricted stock units and similar securities that entitle holders to receive or purchase common stock will be adjusted to reflect the 1-for-25 reverse split.