Processa Pharmaceuticals (PCSA) term sheet for PCS12852 expires without final license

Rhea-AI Filing Summary

Processa Pharmaceuticals, Inc. reported that its Binding Term Sheet with Intact Therapeutics, signed on June 17, 2025, relating to PCS12852, expired on February 12, 2026. Because a definitive license agreement was never executed, the related proposed amendment to the existing License Agreement with Yuhan Corporation was also not entered into.

With the expiration of the Term Sheet, neither Processa nor Intact Therapeutics has any further obligations under that agreement, effectively ending the previously contemplated PCS12852 licensing arrangement under these terms.

Insights

Biopharma corporate strategy analyst

Processa confirms expiration of a previously announced PCS12852 licensing term sheet without a final deal.

The company states that its Binding Term Sheet with Intact Therapeutics for PCS12852 has expired without a definitive license agreement or related amendment to the existing Yuhan Corporation license. This formally ends the specific transaction structure contemplated in that June 17, 2025 term sheet.

Because both sides are released from further obligations under the expired term sheet, any future PCS12852 partnering or licensing path would need to be based on new arrangements. The filing does not quantify financial effects, so the implications hinge on how PCS12852 fits into Processa’s broader pipeline and partnering plans in future disclosures.

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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): February 12, 2026

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)

(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, $0.0001 par value per share		PCSA		The Nasdaq Stock Market LLC

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 1.02 Termination of a Material Definitive Agreement.

On February 12, 2026, Processa Pharmaceuticals, Inc.’s (the “Company”) Binding Term Sheet dated June 17, 2025 (the “Term Sheet”) with Intact Therapeutics regarding PCS12852 expired without the execution of a definitive license agreement and without the entry into the related proposed amendment to the License Agreement with Yuhan Corporation. Neither party to the Term Sheet has any additional obligations under the agreement following its expiration.

Item 9.01. Financial Statements and Exhibits. 

Exhibit Index

Exhibit No.		Exhibit Description
104		Cover Page Interactive Data File (the cover page Interactive Data File is embedded within the Inline XBRL document).

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 February 19, 2026.

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

FAQ

What did Processa Pharmaceuticals (PCSA) disclose about the PCS12852 term sheet?

Processa disclosed that its Binding Term Sheet with Intact Therapeutics, dated June 17, 2025, for PCS12852 expired on February 12, 2026. No definitive license agreement was executed and the related proposed amendment to the Yuhan Corporation license was not entered into.

Does Processa Pharmaceuticals still have obligations under the PCS12852 term sheet?

No, Processa stated that neither it nor Intact Therapeutics has any additional obligations under the Binding Term Sheet after its expiration. The lapse effectively ends the previously agreed framework for a PCS12852 license between the parties under that document.

How does the PCS12852 term sheet expiration affect the Yuhan Corporation license?

The filing explains that the contemplated amendment to the existing License Agreement with Yuhan Corporation was tied to a definitive PCS12852 license with Intact Therapeutics. Because no definitive license was signed, that proposed amendment was not entered into and remains unimplemented.

What is the key date related to Processa’s PCS12852 agreement status?

The key date is February 12, 2026, when the Binding Term Sheet between Processa and Intact Therapeutics relating to PCS12852 expired. The company also notes that the original term sheet had been signed on June 17, 2025, outlining the now-lapsed licensing framework.

What SEC item does Processa use to report the PCS12852 term sheet expiration?

Processa reports the PCS12852 Binding Term Sheet expiration under Item 1.02, which covers termination of a material definitive agreement. This indicates the company viewed the term sheet as a material agreement, even though no final license was executed.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB