UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
Item 1.01 Entry into a Material Definitive Agreement.
On August 4, 2025, Processa Pharmaceuticals, Inc. (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreement”) for a private placement with an accredited investor wherein the Company sold 5,467,181 restricted shares of common stock at a purchase price of $0.23 per share for approximately $1.3 million in gross proceeds (the “Offering”), before deducting Placement Agent fees and other expenses related to the Offering. The Company intends to use the net cash proceeds from the Offering for general corporate purposes. The Offering closed on August 6, 2025. In connection with this investment, we are evaluating corporate cryptocurrency treasury strategies as part of our broader financial and growth objectives. The Company has additionally engaged LifeSci Capital, LLC as a financial advisor related to its capital structure, including the Company’s implementation of a cryptocurrency treasury strategy.
The Offering is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Purchaser represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and was acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by the Company or its representatives.
The foregoing summary of the terms of the Securities Purchase Agreement is subject to, and qualified in their entirety by, such document attached hereto as Exhibit 10.1 and is incorporated herein by reference. The provisions of the Securities Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement or as stated therein and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to the documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Commission.
Item 3.02. Unregistered Sales of Equity Securities
The matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 7, 2025, the Company issued a press release announcing the Offering, which is furnished as Exhibit 99.1 hereto. The information in Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Form of Securities Purchase Agreement, dated August 4, 2025, by and between Processa Pharmaceuticals, Inc. and the Purchaser (as defined therein). | |
| 99.1 | Press release by Processa Pharmaceuticals, dated August 7, 2025. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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 August 14, 2025.
| PROCESSA PHARMACEUTICALS, INC. | ||
| Registrant | ||
| By: | /s/ George Ng | |
| George Ng | ||
| Chief Executive Officer | ||