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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): November 9, 2023
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) |
| |
| (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 (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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
November 13, 2023, Processa Pharmaceuticals, Inc. (the “Company”) issued a press release, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K ad incorporated herein by reference, announcing that Virgil Thompson, age 83, a member
of the Company’s Board of Directors and Chairman of our Nominating and Governance Committee,
unexpectedly passed away on Thursday November 9, 2023. The Company does not have immediate plans to appoint a new member to our Board
of Directors.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibit is filed herewith:
SIGNATURE
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, on November 13, 2023.
| |
PROCESSA
PHARMACEUTICALS, INC. |
| |
Registrant |
| |
|
|
| |
By: |
/s/
George Ng |
| |
|
George
NG |
| |
|
Chief
Executive Officer |
Exhibit 99.1
Processa
Pharmaceuticals, Inc. Mourns the Sudden Passing of Board Member Virgil Thompson
Hanover,
MD. (Global Newswire) – Processa Pharmaceuticals, Inc. (Nasdaq: PCSA) announced today with great sadness that Virgil Thompson,
Director, passed away unexpectedly on November 9, 2023. Mr. Thompson served on our Board of Directors since we were formed in 2017 and
was previously on the Board of Directors of Promet Therapeutics, LLC, our predecessor. He was 83 years old.
“We
are all saddened by the sudden passing of our friend and one of our founding board members, Virgil Thompson,” commented Justin
Yorke, Chairman of Processa’s Board of Directors. “We are thankful for Virgil’s leadership, guidance and wisdom, and
we will remember him fondly. He will be greatly missed by the Board and the whole Processa family.” Over his career Mr. Thompson’s
experiences included servicing as an executive and/or director for several biotechnology companies.
About
Processa Pharmaceuticals, Inc.
Processa
is a clinical stage pharmaceutical company focused on developing the Next Generation Chemotherapy drugs to improve the safety and efficacy
of cancer treatment. By combining Processa’s novel oncology pipeline with proven cancer-killing active molecules and the Processa
Regulatory Science Approach as well as experience in defining Optimal Dosage Regimens for FDA approvals, Processa not only will be providing
better therapy options to cancer patients but also increase the probability of FDA approval for its Next Generation Chemotherapy drugs.
Processa’s NGC drugs are modifications of existing FDA-approved oncology drugs resulting in an alteration of the metabolism and/or
distribution of drugs while maintaining the existing mechanisms of killing the cancer cells. Our approach to drug development is based
on more than 30 years of drug development expertise to efficiently design and conduct clinical trials that demonstrate a positive benefit/risk
relationship. Using its proven Regulatory Science Approach, we have experience defining the Optimal Dosage Regimen using the principles
of the FDA’s Project Optimus Oncology initiative. The advantages of Processa’s Next Generation Chemotherapy drugs are expected
to include fewer patients experiencing side effects that lead to dose discontinuation; more significant cancer response; and a greater
number of patients who will benefit from each Next Generation Chemotherapy drug. Currently in our pipeline are three Next Generation
Chemotherapy drugs: Next Generation Capecitabine (PCS6422 and capecitabine to treat metastatic colorectal, gastrointestinal, breast,
pancreatic, and other cancers), Next Generation Gemcitabine (PCS3117 to treat pancreatic, lung, ovarian, breast, and other cancers),
and Next Generation Irinotecan (PCS11T to treat lung, colorectal, gastrointestinal, pancreatic, and other cancers).
For
more information, visit our website at www.processapharma.com.
For
More Information:
Investors:
Bret
Shapiro
CORE
IR
ir@processapharma.com
Company
Contact:
Patrick
Lin
(925)
683-3218
plin@processapharma.com