Current Report Filing (8-k)
June 17 2021 - 11:37AM
Edgar (US Regulatory)
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): June 16, 2021
PROCESSA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-39531
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45-1539785
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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7380 Coca Cola Drive, Suite 106,
Hanover, Maryland, 27106
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
telephone 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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value per share
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PCSA
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The
Nasdaq Stock Market LLC
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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
1.01. Entry into a Material Definitive Agreement.
On
June 16, 2021, Processa Pharmaceuticals, Inc. (“Processa”) entered into a License Agreement (the “Ocuphire License
Agreement”) with Ocuphire (“Ocuphire”), pursuant to which Processa acquired an exclusive license to develop, manufacture
and commercialize RX-3117 globally, excluding China.
As
consideration for the Ocuphire License Agreement, Ocuphire will shares of Processa common stock based on $300,000 divided by the 30-day
VWAP and $200,000 of cash deposited into an escrow account. As additional consideration, Processa will pay Ocuphire development and
regulatory milestone payments upon the achievement of certain milestones, which primarily consist of dosing a patient in pivotal trails
or having a drug indication approved by a regulatory authority in the United States or another country. In addition, Processa must pay
Ocuphire one-time sales milestone payments based on the achievement during a calendar year of one or more thresholds for annual sales
for products made and pay royalties based on annual licensing sales. Processa is also required to give 32% of any milestone payments
received to Ocuphire based on any sub-license agreement it may enter into.
Processa
is required to use commercially reasonable efforts, at its sole cost and expense to oversee such commercialization efforts, to research,
develop and commercialize products in one or more countries, including meeting specific diligence milestones that consist of: (i) first
patient administered drug in a Clinical Trial of a Product prior to the three (3) year anniversary of the effective date; and (ii) first
patient administered drug in a Pivotal Clinical Trial of a Product or first patient administered drug in a Clinical Trial for a Second
Indication of a Product prior to the five (5) year anniversary of the effective date. Either party may terminate the agreement in the
event of a material breach of the agreement that has not been cured following written notice and a 120-day opportunity to cure such breach.
The
above summary of the Ocuphire License Agreement above is not complete and is subject to the full terms and conditions of such agreement,
which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
June 17, 2021, Processa issued a press release announcing the entry into the Ocuphire Licensing Agreement. The press release is attached
hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01.
The
information contained in Item 7.01 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits.
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.
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PROCESSA
PHARMACEUTICALS, INC.
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Date:
June 17, 2021
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By:
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/s/
David Young
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David
Young
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Chief
Executive Officer
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