Every 8-K that Processa Pharmaceuticals, Inc. Common (PCSA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PCSA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PCSA filings page.
Processa Pharmaceuticals, Inc. held its 2026 Annual Meeting of Shareholders on July 30, 2026. Shareholders approved an amendment to the company’s 2019 Omnibus Incentive Plan, increasing the number of shares available for issuance under the plan by 200,000 shares.
The amendment received 579,877 votes For, 152,958 Against and 2,700 Abstentions, with 825,288 broker non-votes. Votes were also cast for director nominees, including 710,505 For votes for Justin Yorke with 25,030 Abstentions and 825,288 broker non-votes, and on additional proposals with disclosed vote totals. A quorum was present, representing at least one-third of the voting power as of the June 1, 2026 record date.
Processa Pharmaceuticals completed the stock-for-stock acquisition of Vidya Therapeutics, making Vidya a wholly owned subsidiary through a two-step merger intended to qualify as a tax-free reorganization. Vidya holders received 558,398 Processa common shares and 142,744.100 shares of Series A Non-Voting Convertible Preferred Stock, each convertible into 1,000 common shares after stockholder approval, subject to beneficial ownership limits.
Processa also entered into a Securities Purchase Agreement for 163,774.679 Series A preferred shares (the PIPE Securities) for approximately $200.0 million in cash, with closing expected July 30, 2026. After the Merger and Financing, on a fully diluted basis, pre-transaction Processa stockholders are expected to hold about 0.9% of common stock, former Vidya equityholders about 46%, and PIPE investors about 52.6%. Certain officers, directors and key holders entered 180-day lock-ups, and the company must file resale registration statements within set deadlines.
Separately, Processa terminated its Elion Oncology license for PCS6422 via a settlement, returning the program to Elion, paying $650,000, and granting Elion a 7.5% non-voting interest in any qualifying NewCo formed within 365 days. The company plans to focus on VT-7208 and continue legacy programs PCS499 and PCS12852, and appointed Vidya founder Sheila Gujrathi, M.D., to its board.
Processa Pharmaceuticals is changing the role of Dr. Sian Bigora as she moves toward retirement. Effective May 1, 2026, she will shift from a full-time executive officer position to a part-time employee role but will retain her title of Chief Development and Regulatory Officer.
After this change, she will no longer be treated as an “executive officer” under Section 16 of the Exchange Act, yet she will continue providing services in a reduced capacity. Her current employment agreement will end and be replaced with a new part-time arrangement, while she keeps previously granted equity awards and remains eligible for any prior bonus awards under their original terms.
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.
Processa Pharmaceuticals, Inc. reported that on January 6, 2026 it received written notice from the Nasdaq Stock Market staff that the company has regained compliance with the $1.00 minimum closing bid price requirement for continued listing on the Nasdaq Capital Market under Listing Rule 5550(a)(2). Nasdaq indicated that the bid-price deficiency matter is now closed, meaning the company’s common stock remains eligible to trade on the Nasdaq Capital Market under its existing listing standard.
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.
Processa Pharmaceuticals, Inc. filed an amended current report to document shareholder approval of a major change to its capital structure. Effective September 12, 2025, the company amended its Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 1,000,000,000 shares. This amendment had been approved at a Special Meeting of Shareholders held on September 11, 2025.
At the Special Meeting, 17,127,838 shares of common stock were present in person or by proxy out of 50,349,149 shares entitled to vote as of the August 7, 2025 record date, satisfying the quorum requirement. Shareholders approved the Charter Proposal to increase authorized shares, as well as proposals relating to a reverse stock split, an equity incentive plan and an adjournment proposal, although adjournment was ultimately not needed.
Processa Pharmaceuticals, Inc. filed an update on its shareholder meeting logistics. The company convened a Special Shareholder Meeting on September 2, 2025, in Pasadena, California, but adjourned it and initially planned to reconvene on September 12, 2025, in Vero Beach, Florida. It now plans to reconvene the meeting on September 11, 2025, at 10:30 a.m. ET at its corporate office in Vero Beach, Florida.
The record date for the meeting remains August 7, 2025, meaning only stockholders of record at the close of business on that date may vote at the reconvened meeting. Stockholders who already submitted proxies or voted and do not wish to change their vote are not required to take any further action. The proposals for the meeting are unchanged, and related proxy materials remain available through the SEC’s website.
Processa Pharmaceuticals, Inc. held a Special Shareholder Meeting on September 2, 2025 but adjourned it without conducting any business because there were not enough shares present or represented by proxy to constitute a quorum. The meeting is scheduled to reconvene on September 12, 2025 at 5:00 PM ET in Vero Beach, Florida. The record date remains August 7, 2025, so only stockholders of record as of that date may vote at the reconvened meeting. Stockholders who have already voted and do not wish to change their vote do not need to take any further action, and all proposals for the meeting remain unchanged.
Processa Pharmaceuticals, Inc. reported an update related to its upcoming 2025 Special Meeting of Stockholders. The company had previously filed a proxy statement for this meeting on August 13, 2025. On August 25, 2025, the board of directors decided to change the physical location of the Special Meeting.
The meeting was originally scheduled to be held at the company’s office at 601 21st Street, Suite 300, Vero Beach, Florida. It has now been moved to 594 East Colorado Blvd., Suite 200, Pasadena, California. No changes to the purpose or timing of the Special Meeting are described here, only the change in venue.
Processa Pharmaceuticals, Inc. received a notice from Nasdaq that its common stock had closed below the $1.00 minimum bid-price requirement for 30 consecutive business days. Nasdaq has granted the company a second 180-day compliance period that runs until February 2, 2026 to regain compliance. Nasdaq noted the company meets the continued listing requirement for market value of its publicly held shares and all other initial listing standards except the minimum bid price. If the closing bid price reaches at least $1.00 for a minimum of 10 consecutive business days during the period, Nasdaq will confirm compliance. The company’s common stock remains listed and traded on The Nasdaq Capital Market, and the company said it will consider a reverse stock split if necessary to cure the deficiency.
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.
Processa Pharmaceuticals, Inc. (Nasdaq: PCSA) filed an 8-K disclosing a capital raise that closed on 18 Jun 2025. The company entered into Securities Purchase Agreements with accredited investors for a best-efforts registered public offering consisting of (i) 14.31 million common shares, (ii) 13.69 million pre-funded warrants and (iii) 28 million five-year common warrants, all priced at a combined $0.25 per share (or $0.2499 when issued as a pre-funded warrant).
Key commercial terms
- Common Warrants: exercise price $0.25, immediately exercisable, expire five years from issuance.
- Pre-Funded Warrants: exercise price $0.0001, immediately exercisable until fully exercised.
- Placement Agent: H.C. Wainwright & Co. receives 7.0% cash fee on gross proceeds, up to $165,950 in expenses, and 1.12 million placement-agent warrants at $0.3125.
- Gross proceeds: approximately $6.3 million, before fees and expenses; additional proceeds possible upon warrant exercise.
Use of proceeds: fund the Phase 2 clinical trial of NGC-Cap and for general working capital.
Lock-up & issuance restrictions:
- No issuance of equity or equivalents for 60 days.
- No ATM, equity-line or variable-rate transactions for six months, except certain transactions with the Placement Agent after 90 days.
The securities were issued under the company’s effective S-1 (Reg. No. 333-287997). Exhibits include the forms of warrants, the purchase agreement and the related press release.
Investor takeaways: The raise strengthens near-term liquidity and advances a core clinical asset, but could increase the fully-diluted share count by up to ~57 million shares, representing meaningful dilution at a discounted price point.