Current Report Filing (8-k)
June 29 2023 - 3:19PM
Edgar (US Regulatory)
0001533743
false
--12-31
0001533743
2023-06-27
2023-06-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
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 |
Processa Pharmaceuticals (NASDAQ:PCSA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Processa Pharmaceuticals (NASDAQ:PCSA)
Historical Stock Chart
From Jul 2023 to Jul 2024