Processa Pharmaceuticals Files 8-K

TL;DR

Processa Pharma signed a big deal on Jan 27th, filing an 8-K.

AI Summary

On January 27, 2025, Processa Pharmaceuticals, Inc. entered into a material definitive agreement. The company also provided a Regulation FD disclosure and filed financial statements and exhibits. The filing does not specify the nature of the agreement or any associated dollar amounts.

Why It Matters

This 8-K filing indicates a significant event for Processa Pharmaceuticals, Inc., potentially involving a new material agreement that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant opportunities or risks for the company, but the lack of specific details necessitates a medium risk assessment.

Key Players & Entities

• Processa Pharmaceuticals, Inc. (company) — Registrant
• January 27, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 45-1539785 (identifier) — I.R.S. Employer Identification Number
• 7380 Coca Cola Drive, Suite 106, Hanover, Maryland 21076 (address) — Principal Executive Offices
• 443-776-3133 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share (the "Common Stock"), (ii) Se
• $0.65 — warrants will have an exercise price of $0.65 per share, will be exercisable beginnin
• $0.615 — er share (and accompanying warrants) of $0.615 for the institutional investors and $0.
• $0.7975 — 615 for the institutional investors and $0.7975 for the Company's Chief Executive Offic
• $20,000 — -accountable expense allowance of up to $20,000 and reimburse the placement agent for i
• $75,000 — fees and expenses in an amount of up to $75,000. The Offering closed on January 29, 2
• $5.0 million — ny from the Offering were approximately $5.0 million (excluding any proceeds that may be rec

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex4-1.htm (EX-4.1) — 95KB
• ex4-2.htm (EX-4.2) — 123KB
• ex4-3.htm (EX-4.3) — 116KB
• ex10-1.htm (EX-10.1) — 269KB
• ex10-2.htm (EX-10.2) — 59KB
• ex99-1.htm (EX-99.1) — 15KB
• ex99-2.htm (EX-99.2) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• ex99-2_001.jpg (GRAPHIC) — 10KB
• 0001493152-25-004298.txt ( ) — 1090KB
• pcsa-20250127.xsd (EX-101.SCH) — 3KB
• pcsa-20250127_lab.xml (EX-101.LAB) — 33KB
• pcsa-20250127_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

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 27, 2025 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 1.01 Entry into a Material Definitive Agreement. On January 27, 2025, Processa Pharmaceuticals, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with a healthcare focused institutional investor pursuant to which the Company agreed to sell and issue, in a reasonable best efforts registered public offering (the "Offering"), (i) 1,030,972 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), (ii) Series A Warrants to purchase up to 8,050,672 shares of common stock (the "Series A Warrants"), (iii) Series B Warrants to Purchase up to 4,025,336 Shares of Common Stock (the "Series B Warrants"), and (iv) Pre-Funded Warrants to purchase up to 7,019,700 shares of common stock in lieu of shares of common stock (the "Pre-Funded Warrants"). The Company's Chief Executive Officer, certain board members, and existing institutional investors of the Company also participated in the Offering. The Series A warrants will have an exercise price of $0.65 per share, will be exercisable beginning on the effective date of stockholder approval and will expire five years from the date of stockholder approval. The Series B warrants will have an exercise price of $0.65 per share, will be exercisable beginning on the effective date of stockholder approval and will expire eighteen months from the date of stockholder approval. The Shares were offered at a combined purchase price per share (and accompanying warrants) of $0.615 for the institutional investors and $0.7975 for the Company's Chief Executive Officer and certain board members. A.G.P./Alliance Global Partners (the "Placement Agent") acted as the Company's exclusive placement agent in the Offering. The Company has agreed to pay the Placement Agent a cash fee equal to 6.5% of the gross proceeds raised in the Offering (other than proceeds received from the Company's current directors and officers and any issuer-directed investors, in which case the cash fee shall be 4.0% of the gross proceeds). The Company has also agreed to pay the Placement Agent a non-accountable expense allowance of up to $20,000 and reimburse the placement agent for its legal fees and expenses in an amount of up to $75,000. The Offering closed on January 29, 2025. The gross proceeds to the Company from the Offering were approximately $5.0 million (excluding any proceeds that may be received upon the exercise of Series A Warrants and Series B Warrants), before deducting the Placement Agent fees and other Offering expenses payable by the Company. The Company anticipates using the net proceeds from the Offering for general corporate purposes. The Securities Purchase Agreement provides that, subject to certain exceptions, the Company agreed not to effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of Common Stock or Common Stock equivalents for a period of sixty (60) days and will not direct

View Full Filing

View this 8-K filing on SEC EDGAR