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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 27, 2023

 

 

 

PROCESSA PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-39531   45-1539785

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

   

7380 Coca Cola Drive, Suite 106,

Hanover, Maryland

  21076
   

(Address of Principal Executive

Offices)

   (Zip Code)

 

Registrant’s telephone number, including area code: (443) 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:

 

☐ 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))

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   PCSA   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).

 

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 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective June 27, 2023, Processa Pharmaceuticals, Inc. (the “Company” or “us” or “we”) filed an amendment to its Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares (the “Amendment”). The Amendment was approved by the Company’s stockholders at the Annual Meeting of Shareholders (the “Annual Meeting”). The Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 27, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of shares of common stock of the Company, representing at least 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 April 28, 2023, the record date for the Meeting, and constituting a quorum for the transaction of business.

 

At the Annual Meeting, the shareholders of the Company voted on the following four proposals:

 

  1. The election of all six directors to serve until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified based on the following votes:

 

   Shares 
Name  For   Against   Abstain   Broker Non-Votes 
Justin Yorke   10,850,801           -    879,725    2,477,214 
Dr. David Young   9,973,718    -    1,756,808    2,477,214 
Khoso Baluch   10,909,404    -    821,122    2,477,214 
James Neal   10,899,404    -    831,122    2,477,214 
Geraldine Pannu   9,817,229    -    1,913,297    2,477,214 
Virgil Thompson   10,226,498    -    1,504,028    2,477,214 

 

  2. The amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares. The votes cast were as follows:

 

Shares 
For   Against   Abstain   Broker Non-Vote 
 12,430,395    1,736,546    40,799    - 

 

  3. The appointment of BD & Company, Inc. as the independent registered public accounting firm for 2023 was ratified based on the following votes:

 

Shares 
For   Against   Abstain   Broker Non-Vote 
 12,862,749    398,544    946,447    - 

 

  4. Results of the advisory vote relating to compensation of our named executive officers were as follows:

 

Shares 
For   Against   Abstain   Broker Non-Vote 
 9,724,358    1,916,645    89,523    2,477,214 

 

Item 9.01(d) Financial Statements and Exhibits

 

Exhibit 3.1 Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation
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: June 29, 2023 By: /s/ James Stanker                
    James Stanker
    Chief Financial Officer