Current Report Filing (8-k)
July 14 2022 - 3:53PM
Edgar (US Regulatory)
0001533743
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0001533743
2022-07-11
2022-07-11
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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): July 11, 2022
PROCESSA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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)
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, $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. ☐
Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
July 11, 2022, Processa Pharmaceuticals, Inc. (the “Company”) held the Company’s 2022 Annual Meeting of Shareholders
(the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved an amendment and restatement of the
Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan (the “Incentive Plan”) to increase the authorized number of shares
under the Incentive Plan by 3,000,000 shares. As amended, the Incentive Plan provides that up to a total of 6,000,000 shares of the Company’s
common stock may be issued thereunder. Awards under the Incentive Plan may be granted to the Company’s
eligible employees, directors, or consultants, as determined by the administrator of the Incentive Plan.
The
Incentive Plan is described in detail in the Company’s proxy statement relating to the Annual Meeting filed with the Securities
and Exchange Commission on May 31, 2022 (the “2022 Proxy Statement”), and the full text of the Incentive Plan appears as
Annex A to the 2022 Proxy Statement. The description of the Incentive Plan set forth above does not purport to be complete and is
qualified in its entirety by reference to such materials.
Dr.
Khalid Islam, who served as a member of the Board of Directors of the Company (the “Board”) since November 2020, retired
from the Board Company effective as of the Annual Meeting.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At
the Annual Meeting, the shareholders of the Company voted on four proposals and cast their votes as follows:
| 1. | All
five directors were elected 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 | |
Dr.
David Young | |
| 8,329,624.5 | | |
| 2,096 | | |
| - | | |
| 3,476,242 | |
Geraldine
Pannu | |
| 8,329,249.5 | | |
| 2,471 | | |
| - | | |
| 3,476,242 | |
Virgil
Thompson | |
| 8,192,699.5 | | |
| 139,021 | | |
| - | | |
| 3,476,242 | |
Justin
Yorke | |
| 8,329,624.5 | | |
| 2,096 | | |
| - | | |
| 3,476,242 | |
Khoso
Baluch | |
| 8,283,018.5 | | |
| 48,702 | | |
| - | | |
| 3,476,242 | |
| 2. | Results
of the advisory vote relating to compensation of our named executive officers were as follows: |
Shares | |
For | | |
Against | | |
Abstain | | |
Broker
Non-Vote | |
| 8,005,002.5 | | |
| 7,360 | | |
| 319,358 | | |
| 3,476,242 | |
| 3. | The
amendment and restatement of the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan
to increase the number of shares available for issuance under the Plan by 3,000,000 shares
was approved based on the following votes: |
Shares | |
For | | |
Against | | |
Abstain | | |
Broker
Non-Vote | |
| 6,065,395.5 | | |
| 2,164,921 | | |
| 101,404 | | |
| 3,476,242 | |
| 4. | The
appointment of BD & Company, Inc. as the independent registered public accounting firm
for 2022 was ratified based on the following votes: |
Shares | |
For | | |
Against | | |
Abstain | | |
Broker
Non-Vote | |
| 11,790,752.5 | | |
| 525 | | |
| 16,685 | | |
| - | |
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 14, 2022 |
By: |
/s/
James Stanker |
|
|
James Stanker |
|
|
Chief
Financial Officer |
Processa Pharmaceuticals (NASDAQ:PCSA)
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