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.
A Schedule 13G filing reveals that CVI Investments and Heights Capital Management have acquired a significant 9.9% stake in Processa Pharmaceuticals, holding 2,663,078 shares. The position consists of 2,200,000 common shares and additional warrants.
Key details of the investment:
- CVI Investments (Cayman Islands) and Heights Capital Management (Delaware) share voting and dispositive power over all shares
- Heights Capital Management serves as investment manager to CVI Investments
- Ownership includes pre-funded warrants and other warrants with a 9.99% exercise limitation
- Total outstanding shares reported as 26,194,356 as of June 18, 2025
The filing confirms the securities were not acquired to influence control of Processa Pharmaceuticals. The transaction appears to be a passive investment, with both entities filing jointly through their authorized representative Sarah Travis on June 24, 2025.
3i, LP, 3i Management LLC and Maier Joshua Tarlow have filed a Schedule 13G reporting aggregate beneficial ownership of 1,681,944 Processa Pharmaceuticals (PCSA) common shares, equal to 4.9 % of the outstanding stock. The shares are issuable on exercise of warrants obtained in the June 2025 public offering and are subject to a 4.99 % ownership blocker.
The filing constitutes an exit filing; all other securities acquired in the offering have been disposed, reducing the group’s holdings below the 5 % reporting threshold. Voting and dispositive power over the warrants is shared among the three reporting persons.
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.
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