8-K
Processa Pharmaceuticals, Inc. (PCSA)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the
SecuritiesExchange Act of 1934
Dateof Report (Date of earliest event reported): November 3, 2020
PROCESSAPHARMACEUTICALS, INC.
(ExactName of Registrant as Specified in its Charter)
| Delaware | 001-39531 | 45-1539785 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
7380 Coca Cola Drive, Suite 106,
Hanover, Maryland, 27106
(Address of Principal Executive Offices) (Zip Code)
Registrant’stelephone number, including area code: (443) 776-3133
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.0001 par value per share | PCSA | The<br> Nasdaq Stock Market LLC |
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 November 3, 2020, the Board of Directors of Processa Pharmaceuticals Inc. (the “Company”) appointed Dr. Khalid Islam to its Board of Directors, effective immediately. A copy of the news release announcing the appointment of Dr. Islam is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Dr. Islam, age 65, is an advisor to the venture group Kurma Biofund (Paris). He is currently chairman of the boards of directors of Fennec Pharmaceuticals Inc. (NASDAQ: FENC), Gain Therapeutics Inc. and Minoryx Therapeutics SL. He also serves on the board of Immunomedics Inc. (NASDAQ: IMMU) and previously served as the chairman and CEO of Gentium S.p.A. (a Nasdaq-listed company) from 2009-2014. Dr. Islam is also a director and shareholder of Elion Oncology, Inc. (“Elion”).
There were no arrangements or understandings between Dr. Islam and any other person pursuant to which Dr. Islam was elected to the Board of Directors. On October 6, 2020, the Company satisfied the contingencies related to the License Agreement it entered into with Elion on August 23, 2020, pursuant to which it acquired an exclusive license to develop, manufacture and commercialize PCS6422 globally. Pursuant to the License Agreement, the Company paid Elion $100,000 and issued Elion 825,000 shares of its common stock upon the grant of the license. The Company may be required to pay Elion various milestone and royalty payments in the future pursuant to the terms of the License Agreement. As a result of the Elion License Agreement, Dr. Islam is not independent under the rules of the Nasdaq Stock Market LLC. He will receive the same compensation as the Company’s other non-employee directors.
On November 3, 2020, Patrick Lin, resigned from the Board of Directors for personal reasons. Mr. Lin’s resignation was not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or practices and he will continue in his role as Chief Business Strategy Officer.
Item9.01. Financial Statements and Exhibits.
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Press Release issued on November 5, 2020 |
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:<br> November 5, 2020 | By: | /s/ David Young |
| David<br> Young | ||
| Chief<br> Executive Officer |
Exhibit99.1
FOR IMMEDIATE RELEASE
Processa Pharmaceuticals Announces the Appointment of
Dr. Khalid Islam to Its Board of Directors
HANOVER, MD –November 5, 2020– Processa Pharmaceuticals, Inc. (NASDAQ: PCSA), (“Processa” or the “Company”), a clinical-stage biopharmaceutical company developing products to improve the survival and/or quality of life for patients who have a high unmet medical need, is pleased to announce the appointment of Dr. Khalid Islam to its board of directors.
“I’d like to personally welcome Dr. Islam to the board,” commented Dr. David Young, Chairman and CEO of Processa Pharmaceuticals. “Dr. Islam’s extensive experience and insight within the pharmaceutical industry and his diverse perspectives will be a great addition to the board and the Company.”
Dr. Islam was the chairman and CEO of Gentium S.p.A. (a Nasdaq-listed company; 2009-2014) where he led its transition to a profitable company that subsequently sold for US$1 billion. He is an advisor to the venture group Kurma Biofund (Paris). He is currently the Chairman of the Board of Directors of Fennec Pharmaceuticals Inc. (Nasdaq: FENC), Gain Therapeutics Inc., Minoryx Therapeutics SL and currently serves on the board of Immunomedics Inc. (NASDAQ: IMMU) which recently maximized shareholder value through a $21 billion transaction with Gilead Sciences.
Dr. Islam has served in a variety of roles of increasing responsibility from entrepreneurial start-ups to Fortune 100 companies and has served in both advisory and board capacities for several public and private health-care related companies. Dr. Islam holds a Ph.D from Imperial College, University of London. He also holds several patents and has published over 80 articles in leading journals.
Dr. Islam said, “I have followed Dr. Young and his team’s successes in effectively and efficiently developing drugs through clinical development for conditions which need therapeutic alternatives. I am confident that Processa’s approach will accelerate the development of all the drugs in the Processa pipeline given their past experience and successful interactions with the FDA. I am excited to join the Processa team.”
AboutProcessa Pharmaceuticals, Inc.
The mission of Processa is to develop products for which existing clinical evidence of efficacy has already been established for unmet or under-served medical conditions for which patients need treatment options that improve survival and/or quality of life. The Company used these criteria to develop our pipeline programs in order to achieve high value milestones effectively and efficiently using the Processa Regulatory Science approach. The members of the Processa development team have been involved with more than 30 drug approvals by the FDA (including drug products targeted to orphan disease conditions) and more than 100 FDA meetings throughout their careers.
For more information, visit the company’s website at www.ProcessaPharma.com.
Forward-LookingStatements
This release contains forward-looking statements. The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties. Actual future performance outcomes and results may differ materially from those expressed in forward-looking statements. Please refer to the registration statement relating to the securities being sold in this offering, which identifies important risk factors which could cause actual results to differ from those contained in the forward-looking statements.
For More Information:
Michael Floyd
mfloyd@processapharma.com
301-651-4256
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