Processa Pharmaceuticals Inc 2025 Annual Report

FORM 10-K/A(Amendment No. 1) Processa Pharmaceuticals, Inc. Securities registered pursuant to Section 12(b) of the Exchange Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its managements’ assessment of the effectivenessof its internal controls over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C 7262(b)) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, 2025, the last business dayof the most recently completed second quarter, based upon the closing price of Common Stock on such date as reported on Nasdaq The number of outstanding shares of the registrant’s common stock as of April 29, 2026 was 2,738,998. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE This AmendmentNo.1 on Form 10-K/A (the“Amendment”)amends the Annual Report on Form 10-K of ProcessaPharmaceuticals, Inc., a Delaware corporation (“we,” “our,” “us” or the “Company”), for the fiscal year ended December 31, 2025,originally filed with the SEC on March 18, 2026 (the “Original Filing”). This Amendment is being filed to include the informationrequired by Items 10 through 14 of Part III of Form 10-K. This Amendment amends and restates in their entirety Items 10, 11, 12, 13 In addition, pursuant to the rules of the Securities and Exchange Commission (the “SEC”), we have also included as exhibitscurrently dated certifications required under Section 302 of The Sarbanes-Oxley Act of 2002. We are amending and refiling Part IV toreflect the inclusion of those certifications. Because no financial statements are contained within this Amendment and this Amendmentdoes not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as ofthe date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events which occurredat a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment. Accordingly, this Table of Contents Page No.Part IIIItem 10.Directors, Executive Officers and Key Employees3Item 11.Executive Compensation9Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.15Item 13.Certain Relationships and Related Transactions, and Director Independence18Item 14.Principal Accounting Fees and Services19Part IVItem 15.Exhibits, Financial Statement Schedules202 Part III Item 10. Directors and Executive Officers of the Registrant Executive Officers and Directors The following table provides information regarding our executive officers and directors as of April 29, 2026: Executive Officers George Ng–Mr. Ng has served as our Chief Executive Officer and as a director since August 8, 2023. He has served as a memberof the board of directors of Calidi Biotherapeutics Inc. (NYSE:CLDI) (“Calidi”) from October 2019 to September 2024, and wasCalidi’s President and Chief Operating Officer from February 1, 2022 until June 23, 2023. He has been a partner at PENG LifeScienceVentures since September 2013;;and member of the board of directors of