UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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).
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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 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 18, 2025, the Company held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 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 issued and outstanding and entitled to vote as of the close of business on May 1, 2025, the record date for the Meeting, and constituting a quorum for the transaction of business.
At the Annual Meeting, the shareholders of the Company voted on the following four proposals:
| 1. | The election of all six directors to serve until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified based on the following votes: |
| Shares | ||||||||||||||||
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Justin Yorke | 1,780,123 | - | 166,311 | 2,035,053 | ||||||||||||
| George Ng | 1,782,499 | - | 163,935 | 2,035,053 | ||||||||||||
| Khoso Baluch | 1,781,051 | - | 165,383 | 2,035,053 | ||||||||||||
| James Neal | 1,782,912 | - | 163,522 | 2,035,053 | ||||||||||||
| Geraldine Pannu | 1,784,075 | - | 162,359 | 2,035,053 | ||||||||||||
| Dr, David Young | 1,812,043 | - | 134,391 | 2,035,053 | ||||||||||||
| 2. | The issuance of shares of common stock upon exercise of the Series A and B Warrants sold pursuant to the Securities Purchase Agreements entered into on January 27, 2025, in accordance with Nasdaq listing rules was approved based on the following votes: |
| Shares | ||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||
| 1,646,114 | 275,707 | 24,613 | 2,035,053 | |||||||||
| 3. | The appointment of Cherry Bekaert, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified based on the following votes: |
| Shares | ||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||
| 3,752,298 | 166,735 | 62,454 | - | |||||||||
| 4. | The advisory vote relating to compensation of our named executive officers was approved based on the following votes: |
| Shares | ||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||
| 1,704,544 | 224,727 | 17,163 | 2,035,053 | |||||||||
| Item 9.01(d) | Financial Statements and Exhibits |
| 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: July 18, 2025 | By: | /s/ Russell Skibsted |
| Russell Skibsted | ||
| Chief Financial Officer | ||