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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): February 12, 2026

 

Commission file number 001-39531

 

PROCESSA PHARMACEUTICALS, INC.

 

(Exact name of Registrant as Specified in its Charter)

 

Delaware   45-1539785
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification Number)

 

601 21st Street, Suite 300, Vero Beach, FL 32960
(Address of Principal Executive Offices, Including Zip Code)

 

(772) 453-2899
(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   PCSA   The Nasdaq Stock Market LLC

 

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 1.02 Termination of a Material Definitive Agreement.

 

On February 12, 2026, Processa Pharmaceuticals, Inc.’s (the “Company”) Binding Term Sheet dated June 17, 2025 (the “Term Sheet”) with Intact Therapeutics regarding PCS12852 expired without the execution of a definitive license agreement and without the entry into the related proposed amendment to the License Agreement with Yuhan Corporation. Neither party to the Term Sheet has any additional obligations under the agreement following its expiration.

 

Item 9.01. Financial Statements and Exhibits. 

 

Exhibit Index

 

Exhibit No.   Exhibit Description
     
104   Cover Page Interactive Data File (the cover page Interactive Data File is embedded within the Inline XBRL document).

 

 

 

 

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 February 19, 2026.

 

  PROCESSA PHARMACEUTICALS, INC.
  Registrant
                               
  By: /s/ George Ng
    George Ng
    Chief Executive Officer