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2026-07-30
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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): July
30, 2026
PROCESSA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-39531 |
|
45-1539785 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 601
21st Street, Suite 300 Vero Beach, FL |
|
32960 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (772) 453-2899
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 |
|
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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
July 30, 2026, Processa Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the
“Annual Meeting”). At the Annual Meeting, shareholders of the Company approved an amendment to Processa Pharmaceuticals,
Inc. 2019 Omnibus Incentive Plan (“Incentive Plan”) to increase the number of shares available for issuance under the
plan by 200,000 shares. A more detailed description of the Incentive Plan was set forth in the Company’s definitive Proxy
Statement for the Annual Meeting filed with the Securities and Exchange Commission on June 18, 2026 (the “Proxy
Statement”) under the heading “Proposal No. 2: Approval of Amendment and Restatement of the Processa Pharmaceuticals,
Inc. 2019 Omnibus Incentive Plan.” The foregoing summary is not intended to be complete and is qualified in its entirety by
reference to the full text of the Incentive Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by
reference.
| Item
5.07 |
Submission
of Matters to a Vote of Security Holders. |
Present
at the Annual Meeting in person or by proxy were holders of shares of common stock of the Company, representing at least one-third (1/3)
of the voting power of the common stock of the Company issued and outstanding and entitled to vote as of the close of business on June
1, 2026, the record date for the Meeting, and constituting a quorum for the transaction of business.
At
the Annual Meeting, the shareholders of the Company voted on the following four proposals:
| |
1. |
The
election of all six directors to serve until the next Annual Meeting of Shareholders or until their successors have been duly elected
and qualified based on the following votes: |
| | |
Shares | |
| Name | |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| Justin Yorke | |
| 710,505 | | |
| - | | |
| 25,030 | | |
| 825,288 | |
| George Ng | |
| 702,195 | | |
| - | | |
| 33,340 | | |
| 825,288 | |
| Khoso Baluch | |
| 696,796 | | |
| - | | |
| 38,739 | | |
| 825,288 | |
| James Neal | |
| 709,887 | | |
| - | | |
| 25,648 | | |
| 825,288 | |
| Geraldine Pannu | |
| 705,652 | | |
| - | | |
| 29,883 | | |
| 825,288 | |
| Dr, David Young | |
| 698,511 | | |
| - | | |
| 37,024 | | |
| 825,288 | |
| |
2. |
The
amendment and restatement of the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan to increase the number of shares available
for issuance under the plan by 200,000 shares (the “OIP Proposal”) was approved based on the following votes: |
| Shares | |
| For | | |
Against | | |
Abstain | | |
Broker Non-Vote | |
| | 579,877 | | |
| 152,958 | | |
| 2,700 | | |
| 825,288 | |
| |
3. |
The
appointment of Cherry Bekaert, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026
was ratified based on the following votes: |
| Shares | |
| For | | |
Against | | |
Abstain | | |
Broker Non-Vote | |
| | 1,541,664 | | |
| 12,770 | | |
| 6,389 | | |
| - | |
| |
4. |
The
advisory vote relating to compensation of our named executive officers was approved based on the following votes: |
| Shares | |
| For | | |
Against | | |
Abstain | | |
Broker Non-Vote | |
| | 640,726 | | |
| 89,886 | | |
| 4,923 | | |
| 825,288 | |
| Item
9.01(d) |
Financial
Statements and Exhibits |
| 10.1 |
Amended and Restated Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Appendix A of Schedule DEF 14A filed on June 18, 2026) |
| 104 |
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents) |
SIGNATURES
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.
| |
PROCESSA
PHARMACEUTICALS, INC. |
| |
|
|
| Date:
August 4, 2026 |
By: |
/s/
Russell Skibsted |
| |
|
Russell
Skibsted |
| |
|
Chief
Financial Officer |