UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Processa Pharmaceuticals, Inc.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
74275C106
(CUSIP Number)
March 19, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☑ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | NAMES OF REPORTING PERSONS
Concert Pharmaceuticals, Inc. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☑ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,090,301 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,090,301 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,090,301 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | The percent of class was calculated based on 35,272,557 shares of common stock issued and outstanding as of December 8, 2017, as disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2017. |
| Item 1. | Issuer | |||
| (a) | Name of Issuer: | |||
| Processa Pharmaceuticals, Inc. (the “Issuer”) | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| 7380 Coca Cola Drive, Suite 106 Hanover, MD 21076 | ||||
| Item 2. | Filing Person | |||
| (a) – (c) | Name of Persons Filing; Address; Citizenship: | |||
| (i) Concert Pharmaceuticals, Inc.
The address of the principal business office of the Reporting Person is Concert Pharmaceuticals, Inc., 99 Hayden Avenue, Suite 500, Lexington, MA 02421.
Concert Pharmaceuticals, Inc. is a Delaware corporation. | ||||
| (d) | Title of Class of Securities: | |||
| Common stock, $0.0001 par value per share, (the “Common Stock”) | ||||
| (e) | CUSIP Number:
74275C106 | |||
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||
| (a) |
☐ |
Broker or dealer registered under Section 15 of the Act; | ||||
| (b) |
☐ |
Bank as defined in Section 3(a)(6) of the Act; | ||||
| (c) |
☐ |
Insurance company as defined in Section 3(a)(19) of the Act; | ||||
| (d) |
☐ |
Investment company registered under Section 8 of the Investment Company Act of 1940; | ||||
| (e) |
☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
| (f) |
☐ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
| (g) |
☐ |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||
| (h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | ||||
| (j) |
☐ |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||||
| (k) |
☐ |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||||
| Item 4. | Ownership. |
| (a) and (b) | Amount beneficially owned: |
| (i) | Concert Pharmaceuticals, Inc. directly owns 2,090,301 shares of Common Stock , which represents approximately 5.9% of the outstanding shares of Common Stock. |
| (c) | Number of shares as to which such person has: |
| Number of Shares of Common Stock | ||||||||||||||||||
| Reporting Person |
(i) | (ii) | (iii) | (iv) | ||||||||||||||
| Concert Pharmaceuticals, Inc. |
2,090,301 | 0 | 2,090,301 | 0 | ||||||||||||||
| (i) | Sole power to vote or direct the vote |
| (ii) | Shared power to vote or to direct the vote |
| (iii) | Sole power to dispose or to direct the disposition of |
| (iv) | Shared power to dispose or to direct the disposition of |
The percent of class was calculated based on 35,272,557 shares of common stock issued and outstanding as of December 8, 2017, as disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2017.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 22, 2018
| CONCERT PHARMACEUTICALS, INC. | ||
| By: | /s/ Lynette Herscha | |
| Lynette Herscha | ||
| General Counsel | ||