[Form 4] Processa Pharmaceuticals, Inc. Common Insider Trading Activity

Rhea-AI Filing Summary

FiEE, Inc. (Nasdaq: FIEE) filed a Form 10-Q/A for the quarter ended 30 Jun 24 to restate financials after discovering material errors in outstanding share counts and EPS. FY-23 shares are revised to 2.79 M (was 2.63 M) and Q2-24 shares to 2.97 M (was 2.81 M), lowering Q2-24 loss per share to $0.16 from $0.17 and 1H-24 loss per share to $1.27 from $1.34.

Operations. Net sales in Q2-24 were $0 versus $7.2 M YoY; gross profit nil. Operating loss narrowed to $0.49 M (Q2-23: $5.46 M) as expenses were cut and $0.16 M of vendor-liability forgiveness was booked. 1H-24 operating loss totals $3.76 M.

Balance sheet. Assets collapsed to $0.95 M from $12.36 M at 31 Dec 23 after receivables and inventories were written down. Cash is $0.63 M. Liabilities fell to $1.36 M, but equity turned to a $0.40 M deficit. A March 2024 issuance of 2 M preferred shares injected $1.36 M and generated a $1.44 M warrant value.

Governance. The amendment re-files CEO/CFO SOX certifications (Exhibits 31 & 32) and updated XBRL. Management states no other sections were updated and prior Q2-24 statements should not be relied upon.

Investor focus:

• Control weakness signaled by restatement.
• Revenue collapse and limited liquidity.
• Negative equity and ongoing losses.
• Preferred financing provides short-term cash but dilutes common holders.

Positive

• Restatement reduces Q2-24 and 1H-24 loss per share, reflecting slightly less dilution for existing holders.
• $1.36 M preferred equity infusion and $1.44 M warrant value provide short-term liquidity relief, lowering current liabilities to $1.36 M from $12.24 M at YE-23.

Negative

• Material weakness: prior financials deemed unreliable due to share-count errors, indicating poor internal controls.
• Revenue collapse: Q2-24 net sales fell to $0 from $7.2 M YoY, raising viability concerns.
• Liquidity risk: only $0.63 M cash on hand and negative equity of $0.40 M.
• Asset write-downs wiped $10.7 M of receivables and inventory, shrinking assets to $0.95 M.
• Continued losses: 1H-24 net loss of $3.75 M despite drastic cost cuts.

Insights

Financial Analyst

TL;DR: Restatement exposes control flaws, assets depleted, revenue at zero—credit negative despite smaller per-share loss.

The share-count error is an internal-control red flag; management had to reissue SOX 302/906 certifications. Although the per-share loss improved by $0.01, absolute performance remains weak: zero sales, $0.49 M operating loss and only $0.63 M cash. The balance sheet shows a dramatic $11.4 M asset decline and a $0.40 M equity deficit, signalling potential going-concern pressure. Preferred equity raised $1.36 M but brings dilution and priority over common stock. With negative equity, minimal cash and no revenue, additional capital or strategic alternatives appear imperative.

Corporate Governance Expert

TL;DR: Material restatement and renewed certifications highlight governance risk; investors should demand stronger oversight.

A restatement driven by basic share-count mistakes indicates weaknesses in financial close procedures and Board oversight. Refiling of Exhibits 31/32 suggests management acknowledges potential SOX non-compliance. While the Audit Committee acted, recurring corrections erode market confidence and may invite regulatory scrutiny or exchange listing concerns. Until remediation plans and auditor sign-off are disclosed, governance risk remains elevated.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pannu Geraldine

(Last) (First) (Middle)

C/O PROCESSA PHARMACEUTICALS, INC.

601 21ST STREET SUITE 300

(Street)

VERO BEACH FL 32960

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Processa Pharmaceuticals, Inc. [ PCSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock	$0	07/24/2025		A		175,299(1)		(2)	(2)	Common Stock	175,299	$0	206,505	D

Explanation of Responses:

1. Restricted stock granted under the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan ("Omnibus Plan"), of which 125,999 shares are subject to stockholder approval of the revised Omnibus Plan.

2. The restricted stock vest on the earlier of June 30, 2026 or the next annual meeting of stockholders, subject to certain distribution requirements.

	/s/ Geraldine Pannu by Michael B. Kirwan, as Attorney-in-Fact	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did FiEE, Inc. (FIEE) file a Form 10-Q/A?

The Audit Committee found errors in the share count and EPS calculations for Q2-24; the amendment corrects these figures and restates the financials.

What is the corrected basic and diluted loss per share for Q2-24?

$0.16, down from the originally reported $0.17.

How many common shares are now reported as outstanding at 30 Jun 24?

2,965,900 shares, versus 2,809,689 previously reported.

What is FiEE’s current cash position after the restatement?

The amended balance sheet shows $630,816 in cash and cash equivalents as of 30 Jun 24.

Did the restatement affect revenue or cash flow figures?

No revenue or cash-flow line items were adjusted; changes relate mainly to share count, EPS and resulting equity balances.

How did the balance sheet change compared with year-end 2023?

Total assets dropped from $12.36 M to $0.95 M; equity shifted from a $0.12 M surplus to a $0.40 M deficit.