UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

December 19, 2019

Date of Report (Date of earliest event reported)

PROCESSA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

(443) 776-3133

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report.)

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:

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). Emerging growth company [X]

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. [  ]

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

On December 19, 2019, Processa Pharmaceutical, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company, as amended and restated, with the Secretary of State of Delaware (the “Certificate of Amendment”) to effect a one for seven reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), effective as of 12:01 a.m. Eastern Time on December 23, 2019.  The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 38,404,530 shares to 5,486,362 shares.  The Reverse Stock Split will not change the total number of shares of Common Stock or preferred stock authorized for issuance by the Company.  

As previously disclosed, the holder of the majority of the Company’s issued and outstanding shares approved a reverse stock split of the Common Stock, in a range of not less than one for four and not more than one for ten shares of Common Stock, with the exact ratio within such range to be determined by the Board of Directors of the Company (the “Board”).  The Board determined to effect the Reverse Stock Split at a ratio of one for seven, and approved the corresponding final form of the Certificate of Amendment.

The Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on December 23, 2019, at which time every seven shares of the Company’s issued and outstanding Common Stock will be automatically converted into one issued and outstanding share of Common Stock, without any change in the par value per share.

No fractional shares will be issued as a result of the Reverse Stock Split.  Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the reverse split ratio of the Reverse Stock Split, will be entitled, upon surrender of certificate(s) representing these shares, to a number of shares rounded up to the nearest whole number and, accordingly, no money will be paid for a fractional share. The new CUSIP number for the Common Stock following the Reverse Stock Split is 74275C 205.

On December 20, 2019, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

(d) The following exhibits are being furnished herewith.

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 thereunto duly authorized.