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Processa Pharmaceuticals director Khoso Baluch amended a prior Form 4 to correct reported insider holdings and retract an earlier erroneous filing. The amendment discloses a restricted stock grant of 31,206 shares that vest on the earlier of June 28, 2025 or the next annual meeting of stockholders, and states 36,275 shares as the amount of common stock beneficially owned following the reported transactions. The filing identifies the reporting person as a director and shows an earliest transaction date of 07/24/2025, an amendment date of 07/28/2025, and a signature date of 09/18/2025. The amendment states it was filed to correct the beneficially owned shares reported on a Form 4 filed September 18, 2024, and to retract that prior Form 4 which was filed in error.
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.
Armistice Capital, LLC and Steven Boyd report a passive stake in Processa Pharmaceuticals (PCSA). Together they disclose beneficial ownership of 2,644,376 shares, representing 4.99% of the common stock, with shared voting and dispositive power over those shares and no sole voting or dispositive power. Armistice Capital is the investment manager of the direct holder, Armistice Capital Master Fund Ltd., and Mr. Boyd is the managing member of Armistice Capital. The filing states the position is held in the ordinary course of business and not to influence control. The filing is a joint Schedule 13G/A amendment dated August 14, 2025.
Processa Pharmaceuticals (PCSA) disclosed that two reporting persons—CVI Investments, Inc. and Heights Capital Management, Inc.—beneficially own 4,471,067 shares, representing 9.9% of the company’s common stock. The reported position consists of shares issuable upon exercise of warrants and is subject to an exercise limitation so that ownership would not exceed 9.99%. Heights Capital Management serves as investment manager to CVI Investments and may exercise shared voting and dispositive power over the reported shares, while each reporting person disclaims other beneficial ownership except for pecuniary interest. The filing names the total outstanding share count as 40,284,356 as of June 30, 2025.
Processa Pharmaceuticals (Common Stock) disclosure shows HX Entertainment Ltd acquired 5,467,181 shares, representing approximately 10.9% of the outstanding common stock, for an aggregate purchase price of about $1,243,784 at roughly $0.2275 per share. The shares were acquired under a Securities Purchase Agreement as restricted securities and HX reports sole voting and dispositive power over all shares. HX states funds came from its working capital and investment funds, with no borrowing or pledging of issuer securities. HX describes the purchase as a strategic investment and reserves the right to acquire or dispose of additional securities, engage with management or the board, seek board representation, or propose changes to the issuer's capitalization or strategy, including its cryptocurrency treasury initiatives.
Processa Pharmaceuticals (PCSA) is asking shareholders to approve four proposals at a Special Meeting on September 2, 2025: increase authorized common shares from 100,000,000 to 1,000,000,000, grant the Board discretionary authority to implement a reverse stock split at a ratio between 1-for-2 and 1-for-50 effective no later than December 31, 2026, amend and restate the 2019 Omnibus Incentive Plan to add 10,000,000 immediate shares and an annual evergreen provision, and authorize adjournment as needed.
The Board recommends a vote FOR all proposals. As of August 7, 2025 the company had 50,349,149 shares outstanding and had reserved 43,212,134 shares for exercise of options and warrants. The Charter increase is presented to provide flexibility to raise capital (including a contemplated cryptocurrency treasury strategy) without further stockholder approval. The Reverse Split is intended to help address a Nasdaq minimum bid-price deficiency and avoid potential delisting, while the Incentive Plan expansion is described as necessary to continue competitive equity grants but would materially increase potential dilution.
Processa Pharmaceuticals (PCSA) disclosure shows three reporting persons—Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC—hold economic and voting interests tied to a warrant that is exercisable into 2,907,250 shares of common stock, representing 9.99% of the class on the stated share count basis. The position is recorded as shared voting and shared dispositive power; none of the reporting persons claim sole voting or dispositive power.
The filing notes a blocker provision in the Intracoastal warrant that prevents exercise to the extent it would cause beneficial ownership to exceed 9.99%; the document states that without that blocker the reporting persons may be deemed to beneficially own 5,000,000 shares. The statement includes signed certifications by the reporting persons confirming the disclosure.