Processa Pharmaceuticals, Inc 8-K, filed Nov 15, 2023
Processa Pharmaceuticals, Inc. (PCSA)
About this 8-K
Processa Pharmaceuticals, Inc filed this 8-K on November 15, 2023, reporting on events of November 14, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 14, 2023, the Company held a Special Meeting of Shareholders (the “Special Meeting”) in Hanover, Maryland. Present at the Special Meeting in person or by proxy were holders of shares of common stock of the Company, representing a majority 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 September 25, 2023, the record date for the Meeting (the “Record Date”), and constituting a quorum for the transaction of business. The shareholders approved a proposal to grant the Board of Directors discretionary authority to amend the Company’s Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock, $0.0001 par value per share, at a ratio of not less than 1-for-5 and not more than 1-for-30, such ratio to be determined in the sole discretion of the Company’s Board of Directors, without a corresponding reduction in the Company’s authorized shares, and to be effective upon a date determined by the Board of Directors no later than March 18, 2024 (the “Reverse Stock Split Proposal”).
A total of 15,258,183 shares of the Company’s Common Stock were present at the meeting in person or by proxy, which represented approximately 62.0% of the outstanding shares of the Company’s Common Stock as of the Record Date.
Proposal 1: Reverse Stock Split
At the Special Meeting, the shareholders approved the Reverse Split Proposal based on the following vote tabulation:
| Shares | ||||||
| For | Against | Abstain | Broker Non-Vote | |||
| 13,895,377 | 1,341,351 | 21,455 | - | |||
Proposal 2: Adjournment Proposal
| Shares | ||||||
| For | Against | Abstain | Broker Non-Vote | |||
| 13,814,588 | 1,306,797 | 136,798 | - | |||
Although Proposal 2 was approved, the adjournment of the Special Meeting was not necessary because the shareholders approved Proposal 1.
| 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: November 15, 2023 | By: | /s/ James Stanker |
| James Stanker | ||
| Chief Financial Officer | ||