Amendment: Processa Pharmaceuticals Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective September 12, 2025, 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 100,000,000 shares to 1,000,000,000 shares (the “Amendment”). The Amendment was approved by the Company’s shareholders at a Special Meeting of Shareholders (the “Special 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 September 11, 2025, the Company held the Special Meeting. A total of 50,349,149 shares of common stock were entitled to vote as of August 7, 2025, the record date for the Special Meeting. Present at the Special Meeting in person or by proxy were holders of 17,127,838 shares of common stock of the Company, representing at least one-third (1/3) of the voting power of the common stock of the Company outstanding and entitled to vote, constituting a quorum for the transaction of business.
The shareholders were asked to vote on four proposals, each of which is described in more detail in the Proxy Statement. Set forth below are the matters acted upon by the shareholders and the final voting results of each such proposal.
| 1. | Approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 1,000,000,000 (the “Charter Proposal”): |
| Shares | ||||||||||
| For | Against | Abstain | ||||||||
| 13,706,276 | 3,029,091 | 392,471 | ||||||||
| 2. | Approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, or the Certificate of Incorporation, to effect a reverse stock split of the Company’s outstanding common stock, $0.0001 par value per share, at a ratio of not less than 1-for-2 and not more than 1-for-50, such ratio to be determined in the sole discretion of the Company’s Board of Directors, without a corresponding reduction in the Company’s authorized shares, and to be effective upon a date determined by the Board of Directors no later than December 31, 2026 (the “Reverse Stock Split Proposal”): |
| Shares | ||||||||||
| For | Against | Abstain | ||||||||
| 13,887,533 | 3,126,720 | 113,585 | ||||||||
| 3. | Approval of an amendment and restatement of the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan to increase the number of shares available for issuance under the Plan (the “OIP Proposal”): |
| Shares | ||||||||||
| For | Against | Abstain | ||||||||
| 13,649,262 | 3,425,245 | 53,331 | ||||||||
| 4. | Approval of an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes in favor of the Charter Proposal, the Reverse Stock Split Proposal and/or the OIP Proposal or to establish a quorum (the “Adjournment Proposal”): |
| Shares | ||||||||||
| For | Against | Abstain | ||||||||
| 14,039,730 | 2,563,581 | 524,527 | ||||||||
Although the Adjournment Proposal was approved, the adjournment of the Special Meeting was not necessary because the shareholders approved the Charter Proposal, the Reverse Stock Split Proposal, and the OIP Proposal.
Item 9.01(d) Financial Statements and Exhibits
| 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: September 16, 2025 | By: | /s/ Russell Skibsted |
| Russell Skibsted | ||
| Chief Financial Officer | ||