Processa Pharmaceuticals to Effect a 1-for-20 Reverse Stock Split
18 Januar 2024 - 1:45PM
Processa Pharmaceuticals, Inc. (Nasdaq: PCSA) (“Processa” or the
“Company”), a clinical-stage pharmaceutical company focused on
developing the next generation of chemotherapeutic drugs to improve
the efficacy and safety for patients suffering from cancer,
announces that in conjunction with stockholder approval of the
reverse stock split on November 14, 2023, the Company’s Board of
Directors, on January 8, 2024, determined to fix a split ratio of
1-for-20. The Company’s common stock will begin trading on a
reverse stock split-adjusted basis at the opening of the market on
Monday, January 22, 2024. Following the reverse stock split, the
Company’s common stock will continue to trade on the Nasdaq Capital
Market under the symbol “PCSA” with the new CUSIP number 74275C304.
The reverse stock split is intended for the Company to regain
compliance with the minimum bid price requirement of $1.00 per
share of common stock for continued listing on the Nasdaq Capital
Market.
At the effective time of the reverse stock
split, every twenty (20) issued and outstanding shares of the
Company’s common stock will be automatically converted into one (1)
share of the Company’s common stock without any change in the par
value per share. The Company will not be issuing fractional shares
in connection with the reverse stock split. Stockholders who
otherwise would be entitled to receive fractional shares, because
they hold a number of shares not evenly divisible by the reverse
stock split ratio of the reverse stock split, will be entitled,
upon surrender of certificate(s) representing these shares, to a
number of shares rounded up to the nearest whole number and,
accordingly, no money will be paid for a fractional share.
The reverse stock split will reduce the number
of shares of the Company’s outstanding common stock from
approximately 24.6 million shares to approximately 1.2 million
shares. As a result of the anticipated reverse stock split,
proportionate adjustments will be made to the number of shares of
the Company’s common stock underlying the Company’s outstanding
equity awards, warrants, and the number of shares issuable under
the Company’s equity incentive plans and other existing agreements,
as well as the exercise price, as applicable. The reverse stock
split will have no effect on the number of authorized shares or the
par value of the Company’s common stock, and the ownership
percentage of each stockholder will remain unchanged other than as
a result of fractional shares.
The Company’s transfer agent, Continental Stock
Transfer & Trust, will serve as the exchange agent for the
reverse stock split.
Registered stockholders that hold shares of
pre-split common stock in the Company electronically in book-entry
form are not required to take any action in order to receive
post-split shares of common stock. For stockholders that hold
shares of common stock in certificate form, such stockholders will
receive a transmittal letter from Continental Stock Transfer &
Trust as soon as practical following the effective date containing
instructions.
Stockholders that hold their shares of common
stock either in a brokerage or in “street name” will have their
shares of common stock automatically adjusted to reflect the
reverse stock split, subject to compliance with each broker’s
particular processes. Such stockholders will not be required to
take any separate action in connection with the reverse stock
split.
Additional information about the reverse stock
split can be found in the Company's definitive proxy statement (the
"Proxy Statement") filed with the Securities and Exchange
Commission (the "SEC") on October 5, 2023, which is available free
of charge at the SEC's website, www.sec.gov.
About Processa Pharmaceuticals,
Inc.Processa is a clinical stage pharmaceutical company
focused on developing the Next Generation Chemotherapy (NGC) drugs
to improve the safety and efficacy of cancer treatment. By
combining Processa’s novel oncology pipeline with proven
cancer-killing active molecules and the Processa Regulatory Science
Approach as well as experience in defining Optimal Dosage Regimens
for FDA approvals, Processa not only will be providing better
therapy options to cancer patients but also increase the
probability of FDA approval for its Next Generation Chemotherapy
(NGC) drugs following an efficient path to approval. Processa’s NGC
drugs are modifications of existing FDA-approved oncology drugs
resulting in an alteration of the metabolism and/or distribution of
these FDA-approved drugs while maintaining the existing mechanisms
of killing the cancer cells. The company’s approach to drug
development is based on more than 30 years of drug development
expertise to efficiently design and conduct clinical trials that
demonstrate a positive benefit/risk relationship. The Processa team
has a track record of obtaining over 30 approvals for indications
across almost every division of FDA. Using its proven Regulatory
Science Approach, the Processa Team has experience defining the
Optimal Dosage Regimen using the principles of the FDA’s Project
Optimus Oncology initiative. The advantages of Processa’s NGCs are
expected to include fewer patients experiencing side effects that
lead to dose discontinuation, more significant cancer response and
a greater number of patients -- in excess of 200,000 for each NGC
drug -- who will benefit from each NGC drug. Currently under
development are three next generation chemotherapy oncology
treatments: Next Generation Capecitabine (PCS6422 and capecitabine
to treat metastatic colorectal, gastrointestinal, breast,
pancreatic, and other cancers), Next Generation Gemcitabine
(PCS3117 to treat pancreatic, lung, ovarian, breast, and other
cancers), and Next Generation Irinotecan (PCS11T to treat lung,
colorectal, gastrointestinal, pancreatic, and other cancers).
For more information, visit our website
at www.processapharma.com.
Forward-Looking StatementsThis
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
documents filed by Processa Pharmaceuticals with the SEC,
specifically the most recent reports on Forms 10-K and 10-Q, which
identify important risk factors which could cause actual results to
differ from those contained in the forward-looking statements.
For More Information:
Investors:Bret ShapiroCORE
IRir@processapharma.com
Company Contact:Patrick Lin(925)
683-3218plin@processapharma.com
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