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
Date of Report (Date of earliest event reported): June 1, 2020
Commission file number 333-184948
PROCESSA PHARMACEUTICALS, INC.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 45-1539785 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
| 7380 Coca Cola Drive, Suite 106, Hanover, Maryland 21076 |
| (Address of Principal Executive Offices, Including Zip Code) |
| (443) 776-3133 |
| (Registrant’s Telephone Number, Including Area Code) |
| (Former Name or Former Address, 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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common | PCSA | OTC |
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. [ ] |
Item 1.01. Entry into a Material Definitive Agreement.
License Agreement
On May 24, 2020, Processa Pharmaceuticals, Inc. (“Processa”) entered into a License Agreement with Aposense, LTD., (“Aposense”), pursuant to which Processa to license in the patent rights and the know-how to develop and commercialize their next generation irinotecan cancer drug, ATT-11T.
The licensing agreement is a Condition Precedent Agreement. Subject to the terms of the Agreement and upon satisfaction of the conditions, Aposense will grant Processa an exclusive, royalty-bearing right and license, including the right to sublicense. Under the terms of the Agreement, Aposense could receive up to a maximum of $128M in potential development and sales milestones, as well as royalties of 7% based on net sales.
| Exhibit No. | Exhibit Description | |
99.1 |
||
| 99.2 | Press Release dated 06012020 | |
SIGNATURE
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, on June 1, 2020.
| PROCESSA PHARMACEUTICALS, INC. | ||
| Registrant | ||
| By: | /s/ David Young | |
| David Young | ||
| Chief Executive Officer | ||