Welcome to our dedicated page for Processa Pharmaceuticals SEC filings (Ticker: PCSA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Processa Pharmaceuticals, Inc. (PCSA) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a clinical-stage pharmaceutical company listed on the Nasdaq Capital Market, Processa uses filings such as Forms 8-K, proxy statements, and registration statements to report material events related to its capital structure, shareholder votes, financing transactions, and listing status.
Recent Form 8-K filings detail key corporate actions, including a 1-for-25 reverse stock split of issued and outstanding common shares implemented through a Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation. The filings explain that the reverse split became effective in December 2025, that the par value of the common stock was unchanged, and that the stock continued to trade on Nasdaq under the PCSA symbol with a new CUSIP number. Earlier 8-K and 8-K/A filings describe shareholder approval of amendments to increase authorized common shares from 100,000,000 to 1,000,000,000 and to authorize a reverse stock split within a specified ratio range.
Filings also address Nasdaq listing compliance. In an 8-K dated August 8, 2025, Processa reported receiving a second 180-day grace period from Nasdaq to regain compliance with the $1.00 minimum bid price requirement, and noted that it might implement a reverse stock split to cure the deficiency. Additional 8-Ks and the definitive proxy statement (DEF 14A) provide details on special meetings of stockholders, quorum issues, adjournments, and final voting results on proposals related to authorized share increases, the reverse stock split, and amendments to the company’s omnibus incentive plan.
Capital-raising activities are also documented in SEC filings. For example, an 8-K filed in June 2025 describes the pricing of a public offering of common stock (and pre-funded warrants in lieu thereof) with associated common warrants, stating that net proceeds are intended to support the Phase 2 NGC-Cap trial and general corporate purposes. Another 8-K filed in August 2025 outlines a private placement securities purchase agreement with an accredited investor, including gross proceeds, use of proceeds for general corporate purposes, and placement agent compensation.
On Stock Titan, these filings are supplemented by AI-powered summaries that highlight the most important points from each document, such as changes to authorized shares, reverse stock split terms, Nasdaq notices, and financing structures. Users can quickly see how each filing affects Processa’s capital structure, listing status, and governance, while still having the option to review the full text of the original SEC documents. As additional quarterly and annual reports (Forms 10-Q and 10-K), proxy statements, and Form 4 insider transaction reports become available on EDGAR, they are incorporated into this page with real-time updates and plain-language explanations.
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.
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.
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