As filed with the Securities and Exchange Commission on August 16, 2022
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER THE SECURITIES ACT OF 1933
Processa Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
|Delaware||7380 Coca Cola Drive, Suite 106||45-1539785|
|(State or other jurisdiction of||Hanover, MD 21076||(I.R.S. Employer|
|incorporation or organization)||(Address of Principal Executive Offices)||Identification No.)|
Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan
(Full title of the plan)
David Young, Pharm.D., Ph.D.
Chief Executive Officer
7380 Coca Cola Drive, Suite 106
Hanover, MD 21076
(Name, address and telephone number of agent for service)
Michael B. Kirwan
John J. Wolfel, Jr.
Foley & Lardner LLP
One Independent Drive, Suite 1300
Jacksonville, Florida 32202
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer ☐||Accelerated filer ☐|
|Non-accelerated filer ☐||Smaller reporting company ☒|
|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 7(a)(2)(B) of the Securities Act. ☐
The purpose of this Registration Statement is to register 3,000,000 additional shares of common stock, par value $0.0001 per share (the “Common Stock”), of Processa Pharmaceuticals, Inc. (the “Company”) in connection with the Company’s 2019 Omnibus Incentive Plan.
Pursuant to General Instruction E of Form S-8, the contents of the Company’s prior Registration Statements on Form S-8 (Registration No. 333-233264) and Form S-8 (Registration No. 333-257557), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as set forth below.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the following documents, which have previously been filed by the Company with the Securities and Exchange Commission (the “SEC”), are hereby incorporated in this Registration Statement by reference:
|●||Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 30, 2022 and amended on May 2, 2022;|
|●||Our Proxy Statement on Schedule 14A for the 2022 Annual Meeting of Stockholders, filed with the SEC on May 31, 2022;|
|●||Our Quarterly reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 12, 2022 and for the quarter ended on June 30, 2022, filed with the SEC on August 11, 2022;|
|●||Our Current Reports on Form 8-K filed with the SEC on January 6, 2022, March 24, 2022, May 16, 2022, July 14, 2022 and July 25, 2022; and|
|●||the description of our common stock contained in or incorporated into our Registration Statement on Form 8-A, filed September 17, 2020, and any amendment or report updating that description.|
Notwithstanding the foregoing, documents or portions thereof containing information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, are not incorporated by reference in this prospectus.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered by this prospectus will be passed upon for us by Foley & Lardner LLP.
Item 8. Exhibits.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hanover, State of Maryland, on this 16th day of August 2022.
PROCESSA PHARMACEUTICALS, INC.
|By:||/s/ David Young|
|President and Chief Executive Officer|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on August 16, 2022 in the capacities indicated.
|/s/ David Young||President and Chief Executive Officer|
|David Young||(Principal Executive Officer)|
|/s/ James Stanker||Chief Financial Officer|
|James Stanker||(Principal Financial Officer and Principal Accounting Officer)|
|/s/ Justin Yorke||Chairman of the Board of Directors|
|/s/ Khoso Baluch||Director|
|/s/ James R. Neal||Director|
|James R. Neal|
|/s/ Geraldine Pannu||Director|
/s/ Virgil Thompson