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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, Inc. is soliciting proxies for a Special Meeting to approve four proposals: an increase in authorized common stock from 100,000,000 to 1,000,000,000, a Board-discretionary reverse stock split at a ratio of 1-for-2 to 1-for-50, an amendment and restatement of the 2019 Omnibus Incentive Plan to add 10,000,000 shares (to total 10,800,000) plus an annual evergreen of up to 5% of fully-diluted shares through 2035, and an adjournment proposal.
Only holders of record on August 7, 2025 may vote; as of that date the company had 50,354,149 shares issued and 50,349,149 outstanding, with 43,212,134 shares reserved for options/warrants and 49,645,851 available for issuance. The Board discloses a Nasdaq deficiency letter dated February 4, 2025 for failing the $1.00 minimum bid rule and notes the reverse split is a tool to increase per-share price to seek compliance, while reserving discretion to implement the split by December 31, 2026. The Board recommends a vote FOR all proposals. The materials explain potential benefits (capital-raising flexibility, listing compliance) and material risks (dilution, possible reduced liquidity and no assurance of restored Nasdaq compliance).
Key results (Q2 2025): Processa reported $6,936,620 cash at June 30, 2025 and a six-month net loss of $6,768,323 (operating loss $6,797,773). The company had an accumulated deficit of $93,987,522 and used $5,000,253 cash in operating activities during the six months ended June 30, 2025.
Financing and liquidity: Net proceeds of $10.6 million were raised from January and June public offerings; all pre-funded warrants from those offerings were exercised. Management states cash plus $2.4 million gross August 2025 proceeds are expected to fund operations into Q1 2026, but substantial doubt exists about going concern beyond one year.
Material developments: Entered a binding term sheet with Intact Therapeutics for PCS12852 that contemplates a $2.5 million license payment (timing specified) and a 3.5% equity interest in Intact plus potential milestones/royalties; contractual CRO commitments total up to $13.1 million. Nasdaq notified the company of noncompliance with the $1.00 minimum bid rule.
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.
Form 4 filing for Processa Pharmaceuticals, Inc. (PCSA) discloses an equity award to insider David Young, the company’s President, R&D and a director.
- Transaction date: 07/24/2025
- Security: 1,813,133 restricted stock units (RSUs) granted at $0 exercise price under the 2019 Omnibus Incentive Plan.
- Contingency: 1,790,833 of the RSUs require stockholder approval of the revised Omnibus Plan.
- Vesting schedule: One-third vests 01/01/2026; the balance vests monthly in equal installments through 01/01/2028 (one-thirty-sixth per month).
- Post-grant holdings: Young now beneficially owns 1,821,016 derivative securities.
- Ownership type: Direct.
No non-derivative transactions were reported and no sale or disposition occurred. The filing only records the RSU grant and the associated vesting and approval conditions.