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 23, 2017
PROCESSA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
333-184948 |
45-1539785 |
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(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)
(443) 776-3133
(Registrant’s Telephone Number, Including Area Code)
HEATWURX, INC.
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective October 23, 2017 we changed our Company’s name from Heatwurx, Inc. to Processa Pharmaceuticals, Inc. by filing an Amendment to Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
On October 23, 2017 our board of directors authorized and our shareholders, by written consent, approved a reverse stock split (“ Reverse Split ”) pursuant to which each seven (7) issued and outstanding shares of our common stock will be combined and turned into one (1) share of our common stock rounded up to the next whole share, as of that date. We subsequently submitted an application to the Financial Industry Regulatory Association [FINRA] whereby we requested formal approval to (i) change our name from Heatwurx, Inc. to Processa Pharmaceuticals, Inc., and (ii) implement our Reverse Split in our trading markets. As previously disclosed, following our acquisition of assets of Promet Therapeutics, LLC, FINRA approved the change of our trading symbol from “HUWX” to “PCSA”. Please see our Current Report on Form 8-K, as amended, filed on October 12, 2017 with the Securities and Exchange Commission.
Item 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
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Exhibit No. |
Description |
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Amendment to Fourth Amended and Restated Certificate of Incorporation, dated October 23, 2017 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Heatwurx, Inc. |
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Date: October 30, 2017 |
By /s/ David Young |
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David Young Chief Executive Officer |
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AMENDMENT TO FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HEATWURX, INC.
Heatwurx, Inc. (hereinafter called the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
I. The name of the corporation is Heatwurx, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was March 29, 2011. The Certificate of Incorporation was restated on April 15, 2011, October 25, 2011, and July 24, 2012, was amended on June 28, 2011, and June 21, 2013, and restated and amended on September 27, 2017.
2. This Amendment to the Fourth Amended and Restated Certificate of Incorporation was duly adopted by the board of directors and the stockholders of the Corporation in accordance with the applicable provisions of Sections 141, 228 and 242 of the General Corporation Law of the State of Delaware.
3. This Amendment to the Fourth Amended and Restated Certificate of Incorporation amends the text of the Article First and adds Article Ninth to read as herein set forth in full:
FIRST: The name of the Corporation is: Processa Pharmaceuticals, Inc.,
NINTH: Upon the filing of this Amendment to the Fourth Amended and Restated Certificate of Incorporation, each seven (7) shares of the Corporation's Common Stock, par value, $0.0001 per share, issued and outstanding immediately prior to the effective time, shall automatically be reclassified and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.0001 per share, of the Corporation, without any action by any holder thereof.
EXECUTED on October 23, 2017
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By: |
/s/ Wendy Guy |
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Name: Wendy Guy |
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Title: Secretary |
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State of Delaware Secretary of State Division of Corporations Delivered 03:48 PM l0/23/17 FILED 03:48 PM l0/23/17 SR 20176743786 - File Number 4961094 |