Processa Pharmaceuticals, Inc. — Regulatory Filings 2021

Nov 5, 2021

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 3, 2021

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PROCESSA PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

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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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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)) |

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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. ☐

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Item 5.07 - Submission of Matters to a Vote of Security Holders.

A total of 15,604,605 shares of common stock were entitled to vote as of September 13, 2021, the record date for the Special Meeting. There were 11,042,376 shares of common stock present in person or represented by proxy at the Annual Meeting, at which the stockholders were asked to vote on two proposals, each of which is described in more detail in the Proxy Statement. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

Proposal No. 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 30,000,000 shares to 50,000,000 shares. The votes cast were as follows:

For	Against	Abstain	Broker Non-Votes
10,857,914	183,334	1,128	0

Proposal No. 2: Approve an adjournment of the Special Meeting, if the Board of Directors determines it to be necessary or appropriate, if a quorum is present, solicit additional proxies if there are not sufficient votes in favor of Proposal 1. The votes cast were as follows:

For	Against	Abstain	Broker Non-Votes
10,785,919	249,851	6,606	0

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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.

| /s/
David Young |
| --- |
| David
Young |
| Chief
Executive Officer |

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