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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/15/23 Processa Pharmaceuticals, Inc. 8-K:5,9 11/14/23 10:209K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 46K 5: R1 Cover HTML 47K 8: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- form8-k_htm XML 14K 7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 3: EX-101.LAB XBRL Labels -- pcsa-20231114_lab XML 96K 4: EX-101.PRE XBRL Presentations -- pcsa-20231114_pre XML 64K 2: EX-101.SCH XBRL Schema -- pcsa-20231114 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 35K 10: ZIP XBRL Zipped Folder -- 0001493152-23-041422-xbrl Zip 16K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i November 14, 2023
i PROCESSA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
| i Delaware | i 001-39531 | i 45-1539785 | ||
| (State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i 7380
Coca Cola Drive, i Suite 106, i Hanover, i Maryland |
i 21076 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (443) i 776-3133
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock, $0.0001 par value per share | i PCSA | i Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 14, 2023, the Company held a Special Meeting of Shareholders (the “Special Meeting”) in Hanover, Maryland. Present at the Special Meeting in person or by proxy were holders of shares of common stock of the Company, representing a majority of the voting power of the common stock of the Company issued and outstanding and entitled to vote as of the close of business on September 25, 2023, the record date for the Meeting (the “Record Date”), and constituting a quorum for the transaction of business. The shareholders approved a proposal to grant the Board of Directors discretionary authority to amend the Company’s Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock, $0.0001 par value per share, at a ratio of not less than 1-for-5 and not more than 1-for-30, such ratio to be determined in the sole discretion of the Company’s Board of Directors, without a corresponding reduction in the Company’s authorized shares, and to be effective upon a date determined by the Board of Directors no later than March 18, 2024 (the “Reverse Stock Split Proposal”).
A total of 15,258,183 shares of the Company’s Common Stock were present at the meeting in person or by proxy, which represented approximately 62.0% of the outstanding shares of the Company’s Common Stock as of the Record Date.
Proposal 1: Reverse Stock Split
At the Special Meeting, the shareholders approved the Reverse Split Proposal based on the following vote tabulation:
| Shares | ||||||
| For | Against | Abstain | Broker Non-Vote | |||
| 13,895,377 | 1,341,351 | 21,455 | - | |||
Proposal 2: Adjournment Proposal
| Shares | ||||||
| For | Against | Abstain | Broker Non-Vote | |||
| 13,814,588 | 1,306,797 | 136,798 | - | |||
Although Proposal 2 was approved, the adjournment of the Special Meeting was not necessary because the shareholders approved Proposal 1.
| Item 9.01(d) | Financial Statements and Exhibits |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROCESSA PHARMACEUTICALS, INC. | ||
| Date: November 15, 2023 | By: | /s/ James Stanker |
| James Stanker | ||
| Chief Financial Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/18/24 | ||||
| Filed on: | 11/15/23 | |||
| For Period end: | 11/14/23 | |||
| 9/25/23 | PRE 14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/29/24 Processa Pharmaceuticals, Inc. 424B4 1:658K M2 Compliance LLC/FA 1/22/24 Processa Pharmaceuticals, Inc. S-1/A 1/19/24 8:1.6M M2 Compliance LLC/FA 12/29/23 Processa Pharmaceuticals, Inc. S-1 3:702K M2 Compliance LLC/FA |