Processa Pharma 8-K: Material Modifications to Security Holder Rights

TL;DR

**PCSA filed an 8-K indicating changes to shareholder rights and bylaws, watch for potential stock split or dilution.**

AI Summary

Processa Pharmaceuticals, Inc. filed an 8-K on January 18, 2024, to report material modifications to the rights of its security holders and amendments to its Articles of Incorporation or Bylaws. This filing indicates potential changes that could impact existing shareholders, such as a reverse stock split or an increase in authorized shares, which often dilute existing ownership or affect stock price. Investors should be aware that such corporate actions can significantly alter the value and trading dynamics of their PCSA stock.

Why It Matters

This filing signals potential changes to shareholder rights or the company's capital structure, which could directly impact the value and ownership percentage of current investors.

Risk Assessment

Risk Level: medium — The filing indicates material modifications to security holder rights and amendments to corporate bylaws, which can carry medium risk due to potential dilution or changes in voting power.

Analyst Insight

Investors should closely monitor subsequent filings or press releases from Processa Pharmaceuticals, Inc. for specific details regarding the 'Material Modifications to Rights of Security Holders' and 'Amendments to Articles of Incorporation or Bylaws' to understand the potential impact on their investment.

Key Numbers

• 001-39531 — Commission file number (identifies Processa Pharmaceuticals, Inc.'s SEC registration)
• 20240118 — Date of Report (the date the earliest event reported in the 8-K occurred)
• $0.0001 — Par value of common stock (the nominal value assigned to each share of common stock)

Key Players & Entities

• Processa Pharmaceuticals, Inc. (company) — the registrant filing the 8-K
• Nasdaq Capital Market (company) — the exchange where PCSA common stock is registered
• PCSA (company) — the trading symbol for Processa Pharmaceuticals, Inc.
• January 18, 2024 (date) — date of earliest event reported and filing date
• Delaware (company) — state of incorporation for Processa Pharmaceuticals, Inc.
• $0.0001 (dollar_amount) — par value of common stock

Forward-Looking Statements

• Processa Pharmaceuticals, Inc. will announce specific details of the 'Material Modifications to Rights of Security Holders' within the next 30 days. (Processa Pharmaceuticals, Inc.) — medium confidence, target: 2024-02-18
• The 'Amendments to Articles of Incorporation or Bylaws' will likely involve a reverse stock split to maintain Nasdaq listing compliance. (Processa Pharmaceuticals, Inc.) — medium confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.0001 — nding shares of common stock, par value $0.0001 per share (the "Common Stock"), effecti

Filing Documents

• form8-k.htm (8-K) — 42KB
• ex3-1.htm (EX-3.1) — 14KB
• ex99-1.htm (EX-99.1) — 13KB
• ex99-1_001.jpg (GRAPHIC) — 27KB
• 0001493152-24-002835.txt ( ) — 288KB
• pcsa-20240118.xsd (EX-101.SCH) — 3KB
• pcsa-20240118_lab.xml (EX-101.LAB) — 33KB
• pcsa-20240118_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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): January 18, 2024 Commission file number 001-39531 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) 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: Par value $.0001 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 3.03 Material Modification to Rights of Security Holders 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. Item 5.03 Amendments to articles of incorporation or bylaws; change in fiscal year On January 18, 2024, Processa Pharmaceuticals, Inc. (the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the "Certificate of Amendment") to the Company's Fourth Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), effective as of 12:01 a.m. Eastern Time on January 22, 2024. Beginning with the opening of trading on January 22, 2024, Processa's Common Stock will trade on the Nasdaq Capital Market on a split-adjusted basis under new CUSIP number 74275C304 and will continue to trade under the symbol "PCSA." As a result of the Reverse Stock Split, every twenty (20) shares of Common Stock issued and outstanding will be converted into one (1) share of Common Stock. We will not be issuing fractional shares in connection with 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 stock 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 Reverse Stock Split will not reduce the number of authorized shares of Common Stock of 100,000,000 or change the par value of the Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the Company's shares of Common Stock except for the impact of fractional shares. All outstanding options, warrants, restricted stock units and similar securities entitling their holders to receive or purchase shares of Common Stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of each security. The foregoing description of the Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference. On January 18, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Description 3.1 Certificate of Amendment to the Fourth Amended and

View Full Filing

View this 8-K filing on SEC EDGAR