Current Report Filing (8-k)
06 Ottobre 2020 - 10:06PM
Edgar (US Regulatory)
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): October 1, 2020
PROCESSA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-39531
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45-1539785
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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7380
Coca Cola Drive, Suite 106, Hanover, Maryland
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21076
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (443) 776-3133
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value per share
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PCSA
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The
Nasdaq Stock Market LLC
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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
October 1, 2020, Processa Pharmaceuticals, Inc. (the “Company”) entered into an Underwriting Agreement with Craig-Hallum
Capital Group LLC and Benchmark Company, LLC, as representatives of the underwriters (the “Underwriting Agreement”),
pursuant to which the Company issued and sold, in an underwritten public offering (the “Public Offering”), 4,800,000
shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”). The Common Stock was
sold to the public at the price of $4.00 per share and was offered by the Company pursuant to the registration statement
on Form S-1 (File No. 333-235511), which was declared effective on October 1, 2020 (the “Registration Statement”).
On
October 6, 2020, the Public Offering closed, resulting in net proceeds to the Company of approximately $17.0 million, after
deducting the underwriting discounts and commissions and estimated offering expenses.
The
Underwriting Agreement contains representations, warranties and covenants made by the Company that are customary for transactions
of this type. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended. In addition, pursuant to the terms of the Underwriting
Agreement, the Company and its officers and directors have entered into lock-up agreements with the underwriters pursuant to which
each of them has agreed not to, for a period of 90 days, without the prior consent of the underwriters, offer, sell, transfer
or otherwise dispose of the Company’s securities, subject to limited exceptions. The Underwriting Agreement is filed as
Exhibit 1.1 to this Current Report on Form 8-K and the description of the Underwriting Agreement contained herein is qualified
in its entirety by reference to such exhibit.
Item
8.01. Other Events.
In
connection with the Public Offering, the Common Stock was approved for listing on The Nasdaq Capital Market under the symbol “PCSA”
and commenced trading on Nasdaq on October 2, 2020.
After
completion of the Public Offering on October 6, 2020 and the issuance of additional shares of Common Stock related to the Offering
and described in Registration Statement, the Company had a total of 13,603,925 shares of its Common Stock issued and
outstanding.
On
October 2, 2020, the Company issued a press release announcing the pricing of the Public Offering, and on October 6, 2020,
the Company issued a press release announcing the closing of the Public Offering. Copies of these press releases are attached
hereto as Exhibits 99.1 and 99.2 and incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
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.
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PROCESSA
PHARMACEUTICALS, INC.
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Date:
October 6, 2020
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By:
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/s/
David Young
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David
Young
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Chief
Executive Officer
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Grafico Azioni Processa Pharmaceuticals (NASDAQ:PCSA)
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