Current Report Filing (8-k)
September 10 2018 - 9:27AM
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): September 5, 2018
Commission
file number 333-184948
PROCESSA
PHARMACEUTICALS, INC.
(Exact
name of Registrant as Specified in its Charter)
Delaware
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45-1539785
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
Number)
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7380
Coca Cola Drive, Suite 106, Hanover, Maryland 21076
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(Address
of Principal Executive Offices, Including Zip Code)
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(443)
776-3133
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report)
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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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[ ]
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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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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).
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Emerging
growth company [X]
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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.
[X]
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
September 5, 2018, the Board of Directors (the “Board”) of Processa Pharmaceuticals, Inc. (the “Company”
or “Processa”) appointed James Stanker, age 60, as Chief Financial Officer of the Company and entered into an employment
agreement (the “Agreement”) between the Company and Mr. Stanker, governing the terms of Mr. Stanker’s employment,
which became effective on September 1, 2018
Prior
to joining the Company Mr. Stanker was providing financial consulting services to various companies, including Processa, and was
an audit partner with Grant Thornton LLP from 2000 to 2016. Mr. Stanker has a Masters of Business Administration from California
State University, East Bay and a Bachelor of Science from San Jose State University.
He
currently serves on the Board of Directors and is Chairman of the Audit Committee of GSE Systems, Inc. (NYSE MKT: GVP) and is
a
Certified Public Accountant.
Pursuant
to the Agreement, Mr. Stanker will receive a base salary of $87,500. The Company granted Mr. Stanker stock options to purchase
334,400 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common
stock on such date. The options are for a 10 year term and vest 25% on September 1, 2019 and 1/48
th
of such options
shall vest each month thereafter provided Mr. Stanker continues employment with us. In the event Mr. Stanker is terminated without
Cause (as defined in the Agreement) or for Good Reason (as defined in the Agreement) prior to September 1, 2019, 25% of such options
shall vest. The options shall vest in full upon a Change in Control (as defined in the Agreement) and if terminated without Cause
or for Good Reason in connection therewith, he shall also receive six months of base salary as a severance payment. Mr. Stanker
is entitled to participate in all employee benefits available to employees of the Company. The Employment Agreement also includes
confidentiality provisions.
A
press release announcing Mr. Stanker’s employment is filed as Exhibit 99.1 hereto.
The
foregoing summary of the Agreement is qualified in its entirety by the copy of such agreement filed as Exhibit 10.1 hereto and
incorporated herein by this reference.
Item
9.01.
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Exhibits
and Financial Statements.
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SIGNATURE
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, on September 10, 2018.
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PROCESSA
PHARMACEUTICALS, INC.
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Registrant
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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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