As
filed with the Securities and Exchange Commission on September 22, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
Processa
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
601
21st Street, Suite 300 |
|
45-1539785 |
| (State
or other jurisdiction of |
|
Vero
Beach, FL 32960 |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
(Address
of Principal Executive Offices) |
|
Identification
No.) |
Processa
Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan
(Full
title of the plan)
George
Ng
Chief
Executive Officer
601
21st Street, Suite 300
Vero
Beach, FL 32960
772-453-2899
(Name,
address and telephone number of agent for service)
Copy
to:
John
J. Wolfel, Jr.
Foley
& Lardner LLP
One
Independent Drive, Suite 1300
Jacksonville,
Florida 32202
(904)
359-2000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
| Non-accelerated
filer ☐ |
|
Smaller
reporting company ☒ |
| |
|
Emerging
growth company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
The
purpose of this Registration Statement is to register 10,000,000 additional shares of common stock, par value $0.0001 per share, of Processa
Pharmaceuticals, Inc. (the “Company”) in connection with the Amended and Restated Processa Pharmaceuticals, Inc.’s
2019 Omnibus Incentive Plan (the “Plan”).
The
Plan is described in the Company’s Proxy Statement for a Special Meeting of Stockholders held on September 11, 2025. An amendment
to the Plan to add an additional 10,000,000 shares to the Plan was approved by the Company’s stockholders at that meeting.
Pursuant
to General Instruction E of Form S-8, the contents of the Company’s Registration Statements on Form S-8 (Registration No. 333-233264),
Form S-8 (Registration No. 333-257557), Form S-8 (Registration No. 333-266912) and Form S-8 (Registration No. 333-280952), including
the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as set forth
below.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
contents of the following documents, which have previously been filed by the Company with the Securities and Exchange Commission (the
“Commission”), are hereby incorporated in this Registration Statement by reference:
| ● |
Our
Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025; |
| |
|
| ● |
our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025 filed on May 8, 2025 and August 7, 2025, respectively; |
| |
|
| ● |
our
Current Reports on Form 8-K, filed with the SEC on January 30, 2025, February 10, 2025, June 17, 2025, June 18, 2025, June 30, 2025,
July 1, 2025, July 15, 2025, July 18, 2025, July 25, 2025, August 7, 2025, August 8, 2025, August 14, 2025, August 25, 2025, September 2, 2025, September 10, 2025, and September 12, 2025; and |
| |
|
| ● |
the
description of our common stock contained in or incorporated into our Registration Statement on Form 8-A, filed September 17, 2020,
and any amendment or report updating that description. |
Notwithstanding
the foregoing, documents or portions thereof containing information furnished under Items 2.02 and 7.01 of any Current Report on Form
8-K, including the related exhibits under Item 9.01, are not incorporated by reference in this prospectus.
Item
5. Interests of Named Experts and Counsel.
The
validity of the securities offered by this prospectus will be passed upon for us by Foley & Lardner LLP.
Item
8. Exhibits.
| Exhibit
Number |
|
Description |
| |
|
|
| 3.2 |
|
Fourth Amended and Restated Certificate of Incorporation of Heatwurx, Inc. (incorporated herein by reference to Exhibit 3.1 to the Form S-1/A filed with the SEC on September 16, 2020) |
| |
|
|
| 3.2.1 |
|
Amendment to Fourth Amended and Restated Certificate of Incorporation of Heatwurx, Inc. (incorporated herein by reference to Exhibit 3.1.1 to the Form S-1/A filed with the SEC on September 16, 2020) |
| |
|
|
| 3.2.2 |
|
Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation dated August 8, 2019 (incorporated herein by reference to Exhibit 3 to Form 10-Q filed on August 14, 2019) |
| |
|
|
| 3.2.3 |
|
Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of Processa Pharmaceuticals, Inc. dated June 25, 2020 (incorporated herein by reference to Exhibit 3.1.4 to the Form S-1/A filed with the SEC on September 16, 2020) |
| |
|
|
| 3.2.4 |
|
Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Processa Pharmaceuticals, Inc. dated January 1, 2022 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on January 6, 2022) |
| |
|
|
| 3.2.5 |
|
Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Processa Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on June 29, 2023) |
| |
|
|
| 3.2.6 |
|
Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Processa Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1.6 to Form S-1/A filed on January 22, 2024) |
| |
|
|
| 3.2.7 |
|
Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Processa Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K/A filed on September 16, 2025) |
| |
|
|
| 3.3 |
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on March 20, 2025) |
| |
|
|
| 4.1* |
|
Amended and Restated Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan |
| |
|
|
| 5.1* |
|
Legal Opinion of Foley & Lardner LLP |
| |
|
|
| 23.1* |
|
Consent of Independent Registered Public Accounting Firm, BD & Co. Inc. |
| |
|
|
| 23.2* |
|
Consent of Independent Registered Public Account Firm, Cherry Bekaert LLP |
| |
|
|
| 23.3* |
|
Consent of Foley & Lardner LLP (included as part of its opinion filed as Exhibit 5.1 hereto) |
| |
|
|
| 107* |
|
Filing Fee Table |
*
Filed Herewith
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Vero Beach, State of Florida, on this 22nd day of September 2025.
| |
PROCESSA
PHARMACEUTICALS, INC. |
| |
|
|
| |
By: |
/s/
George Ng |
| |
|
George
Ng |
| |
|
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on September
22, 2025 in the capacities indicated.
| Signature |
|
Title |
| |
|
|
| /s/
George Ng |
|
Chief
Executive Officer, Director (Principal Executive Officer) |
| |
|
|
| |
|
|
| /s/
Russell Skibsted |
|
Chief
Financial Officer |
| Russell
Skipsted |
|
(Principal
Financial Officer and Principal Accounting Officer) |
| |
|
|
| /s/
Justin Yorke |
|
Director |
| Justin
Yorke |
|
|
| |
|
|
| /s/
Geraldine Pannu |
|
Director |
| Geraldine
Pannu |
|
|
| |
|
|
| /s/
Khoso Baluch |
|
Director |
| Khoso
Baluch |
|
|
| |
|
|
| /s/
James Neal |
|
Director |
| James
Neal |
|
|
| |
|
|
| /s/
David Young, Pharm.D, Ph.D |
|
President
of Research and Development, Director |
| David
Young, Pharm.D, Ph.D |
|
|
