September 22, 2020

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

  Re: Processa Pharmaceuticals, Inc. (the “Registrant”)
    Registration Statement on Form S-1, as amended (File No. 333-235511)

 

Ladies and Gentlemen:

 

As the representatives of the several underwriters of the Registrant’s proposed public offering of up to $20,892,625 of shares of common stock, par value $0.0001 per share, we hereby join the Registrant’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on September 24, 2020, or as soon thereafter as is practicable.

 

Pursuant to Rule 460 of the Securities Act of 1933, as amended, we wish to advise you that we have effected the distribution of approximately 400 copies of the Registrant’s Preliminary Prospectus, dated September 16, 2020, through the date hereof, to prospective underwriters, institutional investors, dealers and others.

 

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed public offering.

 

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Very truly yours,  
   
CRAIG-HALLUM CAPITAL GROUP LLC  
As Representative of the several Underwriters  
     
By: /s/ Rick Hartfiel  
Name: Rick Hartfiel  
Title: Head of Investment Banking  
     
BENCHMARK COMPANY, LLC  
As Representative of the several Underwriters  
   
By: /s/ John J. Borer III  
Name: John J. Borer III  
Title: Senior Managing Director  

 

Signature Page to Acceleration Request