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Processa Pharmaceuticals (PCSA)

Document and Entity Information

Document and Entity Information6 Months Ended
Jun. 30, 2020
Cover [Abstract]
Entity Registrant NameProcessa Pharmaceuticals, Inc.
Entity Central Index Key0001533743
Document TypeS-1/A
Amendment Flagtrue
Amendment DescriptionAmendment No. 2
Entity Filer CategoryNon-accelerated Filer
Entity Small Business Flagtrue
Entity Emerging Growth Companyfalse

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)Jun. 30, 2020Dec. 31, 2019Dec. 31, 2018
Current Assets
Cash and cash equivalents $ 452,654 $ 691,536 $ 1,740,961
Due from related party26,497 21,583
Prepaid expenses and other97,682 315,605 257,832
Total Current Assets576,833 1,007,141 2,020,376
Property and Equipment
Software19,740 19,740
Office equipment9,327 9,327
Total Cost29,067 29,067
Less: accumulated depreciation20,137 11,692
Property and equipment, net4,707 8,930 17,375
Other Assets
Operating lease right-of-use assets, net of accumulated amortization179,591 219,074
Intangible assets, net of accumulated amortization9,244,790 9,642,454 10,437,782
Security deposit5,535 5,535 5,535
Total Other Assets9,429,916 9,867,063 10,443,317
Total Assets10,011,456 10,883,134 12,481,068
Current Liabilities
Senior convertible notes, net of debt issuance costs804,643 802,503 230,000
Line of credit payable - related party500,000
Note payable - Paycheck Protection Program, current portion72,203
Current maturities of operating lease liability71,967 77,992
Accrued interest58,483 21,902 20,343
Accounts payable73,371 75,612 292,102
Due to related parties 316
Accrued expenses317,252 213,239 103,259
Total Current Liabilities1,897,919 1,191,564 645,704
Non-current Liabilities
Note payable - Paycheck Protection Program90,256
Non-current operating lease liability114,595 147,390
Net deferred tax liability1,315,666 1,531,630 2,134,346
Total Liabilities3,418,436 2,870,584 2,780,050
Commitments and Contingencies
Stockholders' Equity
Common stock, par value $0.0001, 30,000,000 ,100,000,000 and 350,000,000 shares authorized; 5,514,447, 5,486,476 and 5,525,009 issued and outstading at June 30, 2020, December 31, 2019 and December 31, 2018, respectively552 549 552
Additional paid-in capital19,182,228 18,994,008 19,124,600
Common stock deemed dividend payable: 28,971 shares at par value 3
Stock subscription receivable (1,800,000)
Accumulated deficit(12,589,760)(10,982,010)(7,624,134)
Total Stockholders' Equity6,593,020 8,012,550 9,701,018
Total Liabilities and Stockholders' Equity $ 10,011,456 $ 10,883,134 $ 12,481,068

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / sharesJun. 30, 2020Dec. 31, 2019Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value $ 0.0001 $ 0.0001 $ 0.0001
Common stock, shares authorized30,000,000 100,000,000 350,000,000
Common stock, shares issued5,514,447 5,486,476 5,525,009
Common stock, shares outstanding5,514,447 5,486,476 5,525,009
Common stock, shares deemed dividend payable28,971

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)3 Months Ended6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Operating Expenses
Research and development expenses $ 427,109 $ 726,904 $ 928,855 $ 1,211,655 $ 2,320,573 $ 3,085,317
General and administrative expenses374,878 410,072 859,255 807,837 1,614,909 1,439,623
Total operating expenses801,987 1,136,976 1,788,110 2,019,492
Operating Loss(801,987)(1,136,976)(1,788,110)(2,019,492)(3,935,482)(4,524,940)
Other Income (Expense)
Interest expense(19,280)(6,102)(36,450)(10,702)(36,658)(161,205)
Interest income18 3,398 846 9,383 11,548 18,297
Total other income (expense)(19,262)(2,704)(35,604)(1,319)
Net Operating Loss Before Income Tax Benefit(821,249)(1,139,680)(1,823,714)(2,020,811)(3,960,592)(4,667,848)
Income Tax Benefit87,835 170,602 215,964 300,901 602,716 902,801
Net Loss $ (733,414) $ (969,078) $ (1,607,750) $ (1,719,910) $ (3,357,876) $ (3,765,047)
Net Loss per Common Stock - Basic and Diluted $ (0.13) $ (0.18) $ (0.29) $ (0.31) $ (0.70) $ (0.71)
Weighted Average Common Stock Used to Compute Net Loss Applicable to Common Stock - Basic and Diluted5,515,447 5,525,009 5,515,447 5,525,009 5,525,635 5,332,141

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)Common Stock [Member]Additional Paid-In Capital [Member]Subscription Receivable [Member]Common Stock Dividend Payable [Member]Accumulated Deficit [Member]Total
Balance at Dec. 31, 2017 $ 504 $ 4,231,746 $ (3,859,087) $ 373,163
Balance, shares at Dec. 31, 20175,039,033
Recognize the fair value of exclusive license intangible asset acquired from CoNCERT in exchange for 298,615 common stock of Processa held by Promet 8,000,000 8,000,000
Conversion of Senior convertible notes and accrued interest for common stock and stock purchase warrants $ 17 2,312,592 2,312,609
Conversion of Senior convertible notes and accrued interest for common stock and stock purchase warrants, shares172,327
Issuance of common stock units for cash, net of costs of $308,830 $ 20 2,874,667 2,874,687
Issuance of common stock units for cash, net of costs of $308,830, shares200,369
Issuance of common stock units for a future research funding commitment, net of costs of $168,457 $ 11 1,631,532 (1,800,000) (168,457)
Issuance of common stock units for a future research funding commitment, net of costs of $168,457, shares113,280
Stock-based compensation 74,063 74,063
Net loss (3,765,047)(3,765,047)
Balance at Dec. 31, 2018 $ 552 19,124,600 (1,800,000) (7,624,134)9,701,018
Balance, shares at Dec. 31, 20185,525,009
Stock-based compensation 58,559 58,559
Payments made directly by investor for clinical trial costs 115,000 115,000
Net loss (750,832)(750,832)
Balance at Mar. 31, 2019 $ 552 19,183,159 (1,685,000)(8,374,966)9,123,745
Balance, shares at Mar. 31, 20195,525,009
Balance at Dec. 31, 2018 $ 552 19,124,600 (1,800,000) (7,624,134)9,701,018
Balance, shares at Dec. 31, 20185,525,009
Net loss(1,719,910)
Balance at Jun. 30, 2019 $ 552 19,249,635 (1,404,073)(9,344,044)8,502,070
Balance, shares at Jun. 30, 20195,525,009
Balance at Dec. 31, 2018 $ 552 19,124,600 (1,800,000) (7,624,134)9,701,018
Balance, shares at Dec. 31, 20185,525,009
Conversion of Senior convertible notes and accrued interest for common stock and stock purchase warrants $ 2 258,928 258,930
Conversion of Senior convertible notes and accrued interest for common stock and stock purchase warrants, shares18,107
Stock-based compensation 510,478 510,478
Payments made directly by investor for clinical trial costs 900,000 900,000
Pledged shares of common stock forfeited upon revised research funding commitment $ (5)(899,995)900,000
Pledged shares of common stock forfeited upon revised research funding commitment, shares(56,640)
Deemed stock dividend due to full ratchet anti-dilution adjustment (3) 3
Net loss (3,357,876)(3,357,876)
Balance at Dec. 31, 2019 $ 549 18,994,008 3 (10,982,010)8,012,550
Balance, shares at Dec. 31, 20195,486,476
Balance at Mar. 31, 2019 $ 552 19,183,159 (1,685,000)(8,374,966)9,123,745
Balance, shares at Mar. 31, 20195,525,009
Stock-based compensation 66,476 66,476
Payments made directly by investor for clinical trial costs 280,927 280,927
Net loss (969,078)(969,078)
Balance at Jun. 30, 2019 $ 552 19,249,635 (1,404,073)(9,344,044)8,502,070
Balance, shares at Jun. 30, 20195,525,009
Balance at Dec. 31, 2019 $ 549 18,994,008 3 (10,982,010)8,012,550
Balance, shares at Dec. 31, 20195,486,476
Stock-based compensation 98,663 98,663
Transaction costs related to anticipated 2020 offering (2,806) (2,806)
Net loss (874,336)(874,336)
Balance at Mar. 31, 2020 $ 549 19,089,865 3 (11,856,346)7,234,071
Balance, shares at Mar. 31, 20205,486,476
Balance at Dec. 31, 2019 $ 549 18,994,008 3 (10,982,010)8,012,550
Balance, shares at Dec. 31, 20195,486,476
Net loss(1,607,750)
Balance at Jun. 30, 2020 $ 552 19,182,228 (12,589,760)6,593,020
Balance, shares at Jun. 30, 20205,515,447
Balance at Mar. 31, 2020 $ 549 19,089,865 3 (11,856,346)7,234,071
Balance, shares at Mar. 31, 20205,486,476
Stock-based compensation 93,869 93,869
Transaction costs related to anticipated 2020 offering (1,506) (1,506)
Stock dividend distributed due to full-ratchet anti-dilution adjustment $ 3 (3)
Stock dividend distributed due to full-ratchet anti-dilution adjustment, shares28,971
Net loss (733,414)(733,414)
Balance at Jun. 30, 2020 $ 552 $ 19,182,228 $ (12,589,760) $ 6,593,020
Balance, shares at Jun. 30, 20205,515,447

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical)12 Months Ended
Dec. 31, 2018USD ($)shares
Statement of Stockholders' Equity [Abstract]
Common stock, shares exchanged | shares298,615
Conversion of senior convertible notes, costs $ 82,502
Issuance of common stock units for cash, cost308,830
Issuance of common stock units for a future research funding commitment, cost $ 168,457

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Cash Flows From Operating Activities
Net loss $ (1,607,750) $ (1,719,910) $ (3,357,876) $ (3,765,047)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation4,223 4,223 8,445 8,445
Non-cash lease expense for right-of-use assets39,483 36,282 74,124
Amortization of debt issuance costs2,140 1,783 67,069
Amortization of intangible asset397,664 397,664 795,328 621,647
Deferred income tax (benefit) expense(215,964)(300,901)(602,716)(902,801)
Stock-based compensation192,532 125,035 510,478 74,063
Net changes in operating assets and liabilities:
Prepaid expenses and other217,923 (10,090)(57,773)(216,386)
Operating lease liability(38,820)(38,940)(77,779)
Accrued interest36,581 8,587 30,489 94,122
Accounts payable(2,241)(148,751)(216,490)241,416
Due (from) to related parties(26,813)22,919 21,899 40,690
Accrued expenses104,013 208,979 119,943 28,868
Net cash used in operating activities(897,029)(1,414,903)(2,750,145)(3,707,914)
Cash Flows From Investing Activities
Purchase of software license (20,500)
Purchase of intangible asset (1,782)
Net cash (used in) investing activities (22,282)
Cash Flows From Financing Activities
Net proceeds from issuance of stock 2,874,687
Proceeds from issuance of senior convertible notes805,000
Proceeds received in satisfaction of stock subscription receivable 395,927 900,000
Borrowings on line of credit payable from related party500,000
Proceeds received from our Paycheck Protection Program note payable162,459
Transaction costs related to anticipated 2020 offering(4,312)
Transaction costs incurred on senior convertible notes(4,280)(82,502)
Payment of placement agent and legal fees associated with clinical funding commitment (168,457)
Net cash (used in) provided by financing activities658,147 395,927 1,700,720 2,623,728
Net Decrease in Cash(238,882)(1,018,976)(1,049,425)(1,106,468)
Cash and Cash Equivalents - Beginning of Period691,536 1,740,961 1,740,961 2,847,429
Cash and Cash Equivalents - End of Period452,654 721,985 691,536 1,740,961
Supplemental Cash Flow Information:
Cash paid for interest
Cash paid for income taxes
Non-Cash Investing and Financing Activities
Right-of-use asset obtained in exchange for operating lease liability (293,198)(293,198)
Reduction in deferred lease liability (9,963)(9,963)
Operating lease liability 303,161 303,161
Net
Issuance of 28,971 shares of common stock due to triggering, in December 2019, the full ratchet anti-dilution provision of common stock sold in our 2018 Private Placement Transactions $ 3
Recognize the exclusive license intangible asset acquired from CoNCERT (11,037,147)
Recognize deferred tax liability for basis difference of Intangible asset 3,037,147
Recognize additional paid-in capital for consideration paid from the transfer of 298,615 common stock of Processa released by Promet to CoNCERT for Processa 8,000,000
Cash paid for intangible asset acquired from CoNCERT
Conversion of $230,000 and $2,350,000, respectively, of Senior Convertible Debt and related accrued interest of $28,930 and $114,333, respectively, into 18,107 and 172,327 shares, respectively, of common stock and warrants258,930 2,464,333
Common stock and stock purchase warrants (forfeited)/issued in connection with a clinical trial funding commitment $ (900,000) $ 1,800,000

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($)12 Months Ended
Dec. 31, 2019Dec. 31, 2018
Statement of Cash Flows [Abstract]
Common stock, shares transferred 298,615
Conversion of senior convertible debt, value $ 230,000 $ 2,350,000
Accrued interest $ 28,930 $ 114,333
Accrued interest converted into shares of common stock and warrants18,107 172,327

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Summary of Significant Accounting PoliciesNote 1 – Organization and Summary
of Significant Accounting Policies Business Activities and Organization Processa is a clinical
stage biopharmaceutical company focused on the development of drug products that are intended to improve the survival and/or quality
of life for patients who have a high unmet medical need condition. Within this group of pharmaceutical products, we currently are
developing one product for multiple indications (i.e., the use of a drug to treat a particular disease) and will begin developing
our newly acquired drugs (PCS11T and PCS100) once adequate funding has been obtained. We continue searching for additional products
for our portfolio that meet our criteria. PCS499 Our
lead product, PCS499, is an oral tablet that is a deuterated analog of one of the major metabolites of pentoxifylline (PTX or Trental ® The
degeneration of tissue occurring at the NL lesion site may be caused by a number of pathophysiological changes which has made it
extremely difficult to develop effective treatments for this condition. PCS499 may provide a solution since PCS499 and its metabolites
affect a number of the biological pathways which could contribute to the pathophysiology associated with NL. On June 18, 2018, the
FDA granted orphan-drug designation for PCS499 for the treatment of NL. On September 28, 2018, the IND for PCS499 in NL was made
effective by the FDA, such that we could move forward with a Phase 2A trial multicenter, open-label prospective trial designed
to determine the safety and tolerability of PCS499 in patients with NL. The first enrolled NL patient in this Phase 2A clinical
trial was dosed on January 29, 2019 and the study completed enrollment on August 23, 2019. The main objective of the trial was
to evaluate the safety and tolerability of PCS499 in patients with NL and to use the collected safety and efficacy data to design
future clinical trials. Based on toxicology studies and healthy human volunteer studies, Processa and the FDA agreed that a PCS499
dose of 1.8 grams/day would be the highest dose administered to NL patients in this Phase 2A trial. As anticipated, the PCS499
dose of 1.8 grams/day, 50% greater than the maximum tolerated dose of PTX, appeared to be well tolerated with no serious adverse
events reported. All adverse events reported in the study were mild in severity. As expected, gastrointestinal symptoms were the
most noted adverse events and reported in four patients, all of which were mild in severity and resolved within 1-2 weeks of starting
dosing. Two
patients presenting with more severe ulcerated NL had ulcers for more than two months prior to dosing. At baseline, the reference
ulcer in one of the two patients measured 3.5 cm 2 2 On
March 25, 2020, we met with the FDA and discussed the clinical program, as well as the nonclinical and clinical pharmacology plans
to support the submission of the PCS499 New Drug Application (NDA) in the U.S. for the treatment of ulcers in NL patients. With
input from the FDA we will be designing the next trial as a randomized, placebo-controlled trial to evaluate the ability of PCS499
to completely close ulcers in patients with NL. We initially planned to begin recruiting for the randomized, placebo-controlled
trial in the fourth quarter 2020, but we now expect to begin recruiting patients in 20201 due to the ongoing COVID-19 pandemic.
This PCS499 NL study will be a randomized, placebo-controlled Phase 2B study to better understand the potential response of NL
patients on drug and on placebo. After obtaining the results from this Phase 2B study, we expect to meet with FDA to discuss our
Phase 2B drug and placebo response findings while further discussing the next steps to obtain approval. PCS11T On
May 24, 2020, we entered into a condition precedent License Agreement (the “Aposense Agreement”) with Aposense, Ltd.,
(“Aposense”), pursuant to which we were granted a contingent license in Aposense’s patent rights and know-how
to develop and commercialize their next generation irinotecan cancer drug, PCS11T (formerly known as ATT-11T). Granting of the
license is conditioned on the following being satisfied within 9 months of May 24, 2020 (or the Aposense Agreement shall terminate):
(i) our closing of an equity financing and successful up-listing to Nasdaq and (ii) Aposense obtaining the approval of the Israel
Innovation Authority for the consummation of the transactions contemplated by the Aposense Agreement. PCS11T is a novel lipophilic
anti-cancer pro-drug that is being developed for the treatment of the same solid tumors as prescribed for irinotecan. This pro-drug
is a conjugate of a specific proprietary Aposense molecule connected to SN-38, the active metabolite of irinotecan. The proprietary
molecule in PCS11T has been designed to allow PCS11T to bind to cell membranes to form an inactive pro-drug depot on the cell with
SN-38 preferentially accumulating in the membrane of tumors cells and the tumor core. This unique characteristic is expected to
make the therapeutic window of PCS11T wider than all other irinotecan products such that the antitumor effect of PCS11T will occur
at a much lower dose with a milder adverse effect profile than irinotecan. Irinotecan serves as a water-soluble pro-drug of SN-38,
with SN-38 being significantly more potent as a topoisomerase I inhibitor than irinotecan. Despite the widespread use of commercially
marketed irinotecan products in the treatment of metastatic colorectal cancer and other cancers resulting in peak annual sales
of approximately $1.1 billion, irinotecan has a narrow therapeutic window and includes an FDA “Black Box” warning
for both neutropenia and severe diarrhea. Its adverse effects include diarrhea, neutropenia, leucopenia, lymphocytopenia, and anemia,
which are major impediments to optimal dosing for efficacy since the dose must often be reduced with repeated treatment cycles.
There is, therefore, a substantial unmet need to overcome the limitations of the current commercially marketed irinotecan products,
improving efficacy and reducing the severity of treatment emergent adverse events. The potential wider therapeutic window of PCS11T
will likely lead to more patients responding with less side effects when on PCS11T compared to other irinotecan products. Pre-clinical studies conducted
to date showed that that PCS11T has an efficacy advantage over Irinotecan as demonstrated by tumor eradication at much lower doses
than irinotecan across various tumor xenograft models. PCS11T produced a marked, dose-related sustained tumor growth inhibition
(TGI) in all the evaluated models. TGI in these models was significantly improved in comparison to irinotecan. Tumor regression
was also observed in several models. PCS11T does not affect acetyl choline esterase (AChE) activity in human and rat plasma in
vitro, which would suggest that PCS11T will show an improved safety profile, unlike irinotecan which is known for its cholinergic
related side-effects. Prior to the License Agreement,
Aposense had met with the FDA at a Pre-IND meeting. At that meeting, agreement was reached related to the necessary manufacturing
and toxicological study requirements for filing the IND and the subsequent design of the Phase 1B study for PCS11T in the treatment
of solid tumors. Depending upon our available funds, we are currently planning to manufacture the product at a GMP facility, conduct
the required toxicological studies required to file the IND and initiate the Phase 1B study in oncology patients with solid tumors
in late 2021. PCS100 On
August 29, 2019, we entered into an exclusive license agreement with Akashi Therapeutics, Inc. (“Akashi”) to develop
and commercialize an anti-fibrotic, anti-inflammatory drug, PCS100, which also promotes healthy muscle fiber regeneration. In previous
clinical trials in Duchenne Muscular Dystrophy (DMD), PCS100 showed promising improvement in the muscle strength of non-ambulant
pediatric patients. Although the FDA placed a clinical hold on the DMD trial after a serious adverse event in a pediatric patient,
the FDA has removed the drug off clinical hold and defined how PCS100 can resume clinical trials in DMD. Once we have obtained
adequate funding, we plan to develop PCS100 in rare adult fibrotic related diseases such as focal segmental glomerulosclerosis,
idiopathic pulmonary fibrosis or Scleroderma. At the present time we are evaluating the potential GMP manufacturing facilities
and the potential indications for PCS100. Basis of Presentation The accompanying unaudited
condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) for interim financial information and with the instructions of the Securities
and Exchange Commission (“SEC”) on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not
include all the information and disclosures required by U.S. GAAP for complete financial statements. All material intercompany
accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation
of the Company’s financial position and of the results of operations and cash flows for the periods presented. These condensed
consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included
in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC. The results of operations for the
interim periods shown in this report are not necessarily indicative of the results that may be expected for any other interim period
or for the full year. Going Concern and Management’s
Plans Our condensed consolidated
financial statements have been prepared using U.S. GAAP and are based on the assumption that we will continue as a going concern,
which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We face certain risks
and uncertainties that are present in many emerging pharmaceutical company regarding product development and commercialization,
limited working capital, recurring losses and negative cash flow from operations, future profitability, ability to obtain future
capital, protection of patents, technologies and property rights, competition, rapid technological change, navigating the domestic
and major foreign markets’ regulatory and clinical environment, recruiting and retaining key personnel, dependence on third
party manufacturing organizations, third party collaboration and licensing agreements, lack of sales and marketing activities.
We currently have no customers or pharmaceutical products to sell or distribute. These risks and other factors raise substantial
doubt about our ability to continue as a going concern. We have relied primarily
on private placements with a small group of accredited investors to finance our business and operations. As described in more detail
below, we entered into two line of credit agreements last year with related parties providing a revolving commitment of an aggregate
of up to $1.4 million. We have not had any revenue since our inception. We are looking at ways to add a revenue stream to offset
some of our expenses but do not currently have any revenue under contract or any immediate sales prospects. At June 30, 2020, we
had an accumulated deficit of $12.6 million, and during the six months ended June 30, 2020, we incurred a net loss of $1,607,750
and used $897,029 in net cash from operating activities from continuing operations. At June 30, 2020, we had cash and cash equivalents
totaling $452,654. On September 20, 2019,
we entered into two separate Line of Credit Agreements (“LOC Agreements”) to borrow up to $700,000 with current stockholders
and related parties: DKBK Enterprises, LLC (“DKBK”) and CorLyst, LLC (“CorLyst”) ($1.4 million total).
Under the LOC Agreements, all funds borrowed bear an 8% annual interest rate. The lenders have the right to convert all or any
portion of the debt and interest into shares of our common stock. Our Chief Executive Officer (CEO) is also the CEO and Managing
Member of both lenders. DKBK directly holds 16,166 shares of our common stock, less than 1% of our outstanding common stock, and
CorLyst beneficially owns 1,095,649 shares, representing 19.8% of our outstanding common stock. In April and June 2020, we drew
$500,000 under the LOC Agreement with DKBK. On July 21, 2020, we drew an additional $200,000, bringing the total amount drawn under
the LOC Agreement with DKBK to $700,000. In December 2019,
we closed our bridge financing and issued $805,000 of 2019 Senior Notes to accredited investors. In order to preserve cash, in
August 2019 we began delaying some cash outflows, primarily through the deferred payment of certain salaries ($210,800 has been
included in accrued expenses at June 30, 2020) until such time as we have raised sufficient funding. In May 2020, we entered
into a promissory note in favor of the Bank of America under the Small Business Administration Paycheck Protection Program of the
Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) for a $162,459 loan (“the PPP Loan”).
We plan to use the loan proceeds for payroll costs, rent and utilities in accordance with the relevant terms and conditions of
the CARES Act. We have begun the process
of raising capital in an underwritten public offering, however, we have faced delays due to the global pandemic caused by the novel
coronavirus, COVID-19. Based on our current plan, we will need to raise additional capital to fund our future operations. While
we believe our current resources are adequate to complete the closeout of our current Phase 2A trial for NL, we do not currently
have resources to conduct other future trials, such as the Phase 2B clinical trial approved by the FDA, or to develop our other
drug candidates without raising additional capital. We believe that our existing cash and LOC Agreements will enable us to fund
our operating expenses and capital expenditure requirements through the end of 2020. Additional funding may
not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have to
delay, reduce the scope of, or suspend our current or future clinical trial plans, or research and development programs. We may
seek to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, collaborations,
strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional
capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements
with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams, research programs
or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through public
or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities
may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital
through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring
additional debt, making capital expenditures or declaring dividends. Uncertainty concerning
our ability to continue as a going concern may hinder our ability to obtain future financing. Continued operations and our ability
to continue as a going concern are dependent on our ability to obtain additional funding in the future and thereafter, and no assurances
can be given that such funding will be available at all, in a sufficient amount, or on reasonable terms. Without additional funds
from debt or equity financing, sales of assets, sales or out-licenses of intellectual property or technologies, or other transactions
providing funds, we will rapidly exhaust our resources and be unable to continue operations. Absent additional funding, we believe
that our cash and cash equivalents will not be sufficient to fund our operations for a period of one year or more after the date
that these condensed consolidated financial statements are available to be issued based on the timing and amount of our projected
net loss from continuing operations and cash to be used in operating activities during that period of time. As a result, substantial
doubt exists about our ability to continue as a going concern within one year after the date that these condensed consolidated
financial statements are available to be issued. The accompanying condensed consolidated financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and classification of recorded assets, or the amounts
and classification of liabilities that might be different should we be unable to continue as a going concern based on the outcome
of these uncertainties described above. Use of Estimates In preparing our condensed
consolidated financial statements and related disclosures in conformity with GAAP and pursuant to the rules and regulations of
the SEC, we make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying
notes. Estimates are used for, but not limited to: stock-based compensation, determining the fair value of acquired assets and
assumed liabilities, intangible assets, and income taxes. These estimates and assumptions are continuously evaluated and are based
on management’s experience and knowledge of the relevant facts and circumstances. While we believe the estimates to be reasonable,
actual results could differ materially from those estimates and could impact future results of operations and cash flows. Intangible Assets Intangible assets acquired
individually or with a group of other assets from others (other than in a business combination) are recognized at cost, including
transaction costs, and allocated to the individual assets acquired based on relative fair values and no goodwill is recognized.
Cost is measured based on cash consideration paid. If consideration given is in the form of non-cash assets, liabilities incurred,
or equity interests issued, measurement of cost is based on either the fair value of the consideration given or the fair value
of the assets (or net assets) acquired, whichever is more clearly evident and more reliably measurable. Costs of internally developing,
maintaining or restoring intangible assets that are not specifically identifiable, have indeterminate lives or are inherent in
a continuing business are expensed as incurred. Intangible assets purchased
from others for use in research and development activities and that have alternative future uses (in research and development projects
or otherwise) are capitalized in accordance with ASC Topic 350, Intangibles – Goodwill and Other. Intangibles with a finite
useful life are amortized using the straight-line method unless the pattern in which the economic benefits of the intangible assets
are consumed or used up are reliably determinable. The useful life is the best estimate of the period over which the asset is expected
to contribute directly or indirectly to our future cash flows. The useful life is based on the duration of the expected use of
the asset by us and the legal, regulatory or contractual provisions that constrain the useful life and future cash flows of the
asset, including regulatory acceptance and approval, obsolescence, demand, competition and other economic factors. We evaluate
the remaining useful life of intangible assets each reporting period to determine whether any revision to the remaining useful
life is required. If the remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized
prospectively over the revised remaining useful life. If an income approach is used to measure the fair value of an intangible
asset, we consider the period of expected cash flows used to measure the fair value of the intangible asset, adjusted as appropriate
for company-specific factors discussed above, to determine the useful life for amortization purposes. If no regulatory, contractual,
competitive, economic or other factors limit the useful life of the intangible to us, the useful life is considered indefinite.
Intangibles with an indefinite useful life are not amortized until its useful life is determined to be no longer indefinite. If
the useful life is determined to be finite, the intangible is tested for impairment and the carrying amount is amortized over the
remaining useful life in accordance with intangibles subject to amortization. Indefinite-lived intangibles are tested for impairment
annually and more frequently if events or circumstances indicate that it is more-likely-than-not that the asset is impaired. Impairment of Long-Lived Assets and Intangibles
Other Than Goodwill We account for the impairment
of long-lived assets in accordance with ASC 360 , Property, Plant and Equipment Intangibles – Goodwill
and Other, Stock-based Compensation Stock-based compensation
expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, Compensation-Stock Compensation Net Loss Per Share Basic loss per share is
computed by dividing our net loss available to common stockholders by the weighted average number of shares of common stock outstanding
during the year. Diluted loss per share is computed by dividing our net loss available to common stockholders by the diluted weighted
average number of shares of common stock during the period. Since we experienced a net loss for both periods presented, basic and
diluted net loss per share are the same. As such, diluted loss per share for the six months ended June 30, 2020 and 2019 excludes
the impact of 740,899 and 719,083 potentially dilutive common stock, respectively, related to outstanding stock options and warrants
and the conversion of our 2017 and 2019 Senior Notes since those shares would have an anti-dilutive effect on loss per share. Recent Accounting Pronouncements From time to time, the
Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements.
Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”).
We have implemented all new accounting pronouncements that are in effect and that may impact our consolidated financial statements.
We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position
or results of operations.

Organization and Description of

Organization and Description of the Business12 Months Ended
Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of the BusinessNote 1 – Organization and Description
of the Business Processa Pharmaceuticals,
Inc. (“Processa” or “the Company”) is an emerging clinical stage biopharmaceutical company focused on the
development of drug products that are intended to provide treatment for and improve the survival and/or quality of life of patients
who have a high unmet medical need condition or who have no alternative treatment. Within this group of pharmaceutical products,
we currently are developing one product for multiple indications (i.e., the use of a drug to treat a particular disease), will
begin developing a newly acquired drug once adequate funding has been obtained, and are searching for additional products for our
portfolio. PCS499 Our lead product, PCS499,
is an oral tablet that is a deuterated analog of the major metabolites of pentoxifylline (Trental ® The
degeneration of tissue occurring at the NL lesion site may be caused by a number of pathophysiological changes, which has made
it extremely difficult to develop effective treatments for this condition. PCS499 may provide a solution since PCS499 and its metabolites
affect a number of biological pathways, several of which could contribute to the pathophysiology associated with NL. On
June 18, 2018, the FDA granted orphan-drug designation to PCS499 for the treatment of NL. On September 28, 2018, the IND for PCS499
in NL was made effective by the FDA, such that we could move forward with the Phase 2A safety and dose tolerability trial. We dosed
our first NL patient in this Phase 2A clinical trial on January 29, 2019 and completed enrollment on August 23, 2019. The main
objective of the trial is to evaluate the safety and tolerability of PCS499 in patients with NL and to use the collected safety
and efficacy data to design future clinical trials. Based on toxicology studies and healthy human volunteer studies, Processa and
the FDA agreed that a PCS499 dose of 1.8 grams/day would be the highest dose administered to NL patients in this Phase 2 trial.
As anticipated, the PCS499 dose of 1.8 grams/day, 50% greater than the maximum tolerated dose of PTX, appeared to be well tolerated
with no serious adverse events reported. To date, nine of the patients dosed at 1.8 grams/day have reported only mild adverse events
related to the treatment, which occurred mostly in the first month of treatment and were quickly resolved. As expected, gastrointestinal
or CNS adverse events were reported most often. We
have a meeting scheduled with the FDA in March 2020 to further discuss the development of PCS499, including a future clinical trial. PCS100 On
August 29, 2019, we entered into an exclusive license agreement with Akashi Therapeutics, Inc. (“Akashi”) to develop
and commercialize an anti-fibrotic, anti-inflammatory drug, PCS100, which also promotes healthy muscle fiber regeneration. In
previous clinical trials in Duchenne Muscular Dystrophy (DMD), PCS100 showed promising improvement in the muscle strength of non-ambulant
pediatric patients. Although the FDA placed a clinical hold on the DMD trial after a serious adverse event in a pediatric patient,
the FDA has removed the clinical hold and defined how PCS100 can resume clinical trials in DMD. Once we have obtained adequate
funding, we plan to develop PCS100 in rare adult fibrotic related diseases such as focal segmental glomerulosclerosis, idiopathic
pulmonary fibrosis or Scleroderma.

Going Concern and Management's

Going Concern and Management's Plans12 Months Ended
Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern and Management's PlansNote 2 – Going Concern and Management’s
Plans Our consolidated financial
statements are prepared using U.S. GAAP and are based on the assumption that we will continue as a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of business. We face certain risks and uncertainties
regarding product development and commercialization, limited working capital, recurring losses and negative cash flow from operations,
future profitability, ability to obtain future capital, protection of patents, technologies and property rights, competition, rapid
technological change, navigating the domestic and major foreign markets’ regulatory and clinical environment, recruiting
and retaining key personnel, dependence on third party manufacturing organizations, third party collaboration and licensing agreements,
lack of sales and marketing activities and having no customers or pharmaceutical products to sell or distribute. These risks and
other factors raised substantial doubt about our ability to continue as a going concern as of the date of the filing of this Annual
Report on Form 10-K for the year ended December 31, 2019. We have relied on private
placements with a small group of accredited investors to finance our business and operations. We have not had any revenue since
our inception, and we do not currently have any revenue under contract or any immediate sales prospects. As of December 31, 2019,
we had an accumulated deficit of approximately $11.0 million. For the year ended December 31, 2019, we incurred a net loss from
continuing operations of approximately $3.4 million and used approximately $2.8 million in net cash from operating activities.
We expect our operating costs to be substantial as we incur costs related to the clinical trials for our product candidates and
that we will operate at a loss for the foreseeable future. On September 20, 2019,
we entered into two separate LOC Agreements (“LOC Agreements”) with DKBK Enterprises, LLC (“DKBK”) and
CorLyst, LLC (“CorLyst”, and, together with DKBK, collectively, “Lenders”), both related parties, which
provide a revolving commitment of up to $700,000 each ($1.4 million total). Under the LOC Agreements, all funds borrowed bear interest
at an annual rate of 8%. The promissory notes issued in connection with the LOC Agreements provide that the Lenders have the right
to convert all or any portion of the principal and accrued and unpaid interest into our common stock on the same terms as our 2019
Senior Convertible Notes. Therefore, the Lenders may convert the outstanding debt under the LOC Agreements into our common stock
at a conversion price equal to the lower of (i) $14.28 per share, (ii) a price per share equal to a 10% discount to the pre-money
valuation of an equity sale of the Company’s common stock for cash, or (iii) at an adjusted price; all as more particularly
described in the 2019 Senior Convertible Notes. Our CEO is also the CEO and Managing Member of both Lenders. CorLyst beneficially
owns 996,376 shares of Processa common stock, representing approximately 17.8% of the Company’s outstanding shares of voting
capital stock. We have not drawn any amounts under these LOC agreements as of February 28, 2020. In connection with the
LOC Agreements, we amended the existing pledge agreement with PoC Capital on September 30, 2019 to reduce the committed funds from
$1.8 million to $900,000, which has been paid in full as of December 31, 2019. As part of the original pledge agreement, we issued
113,280 shares of common stock and 113,280 warrants to purchase shares of common stock to PoC Capital but held 56,640 shares and
56,640 warrants as collateral until certain payment milestones were met. PoC Capital forfeited the pledged collateral in the amended
agreement. The forfeited shares and warrants have been returned to us. In December 2019, we closed
our bridge financing and issued $805,000 of the 2019 Senior Notes to accredited investors (see Note 7). We have also delayed some
of our cash outflows, primarily through the deferred payment of salaries ($122,175, which has been accrued and included in accrued
expenses at December 31, 2019) until such time as we have raised sufficient funding. Based on our current plan,
we will need to raise additional capital to fund our future operations. While we believe our current resources are adequate to
complete our current Phase 2A trial for NL, we do not currently have resources to conduct other future trials or develop PCS100
without raising additional capital. As noted above, the timing and extent of our spending will depend on the costs associated with,
and the results of our Phase 2A trial for NL. Our anticipated spending and our cash flow needs could change significantly as the
trial progresses. There may be costs we incur during our trial that we do not currently anticipate in order to complete the trial,
requiring us to need additional capital sooner than currently expected. The additional funding
may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have
to delay, reduce the scope of, or suspend our current or future clinical trials, or research and development programs. We may seek
to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, collaborations,
strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional
capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements
with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams, research programs
or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through public
or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities
may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital
through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring
additional debt, making capital expenditures or declaring dividends. Uncertainty concerning
our ability to continue as a going concern may hinder our ability to obtain future financing. Continued operations and our ability
to continue as a going concern are dependent on our ability to obtain additional funding in the future and thereafter, and no assurances
can be given that such funding will be available at all, in a sufficient amount, or on reasonable terms. Without additional funds
from debt or equity financing, sales of assets, sales or out-licenses of intellectual property or technologies, or other transactions
providing funds, we will rapidly exhaust our resources and be unable to continue operations. Absent additional funding, we believe
that our cash and cash equivalents will not be sufficient to fund our operations for a period of one year or more after the date
that these condensed consolidated financial statements are available to be issued based on the timing and amount of our projected
net loss from continuing operations and cash to be used in operating activities during that period of time. As a result, substantial
doubt exists about our ability to continue as a going concern as of the date of the filing of the Annual Report on Form 10-K for
the year ended December 31, 2019. The accompanying consolidated financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of recorded assets, or the amounts and classification of
liabilities that might be different should we be unable to continue as a going concern based on the outcome of these uncertainties
described above.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting PoliciesNote 3 – Basis of Presentation and
Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the
“SEC”), and reflect all of our activities, including those of our wholly-owned subsidiary. All material intercompany
accounts and transactions have been eliminated in consolidation. We have reclassified certain
immaterial prior year amounts to conform to our current year presentation. The reclassification of prior period amounts had no
effect on previously reported net income, stockholders’ equity or cash flows. On December 23, 2019,
we effected a 1-for-7 reverse stock split, reducing the number of the Company’s common stock outstanding on that date from
38,404,530 shares to 5,486,476 shares. The number of authorized shares of common stock remained unchanged at 100,000,000 shares
and the number of authorized shares of preferred stock remained unchanged at 1,000,000 shares. Additionally, the conversion
price of our 2019 Senior Notes, the exercise price of all then outstanding options and warrants, and the number of shares
reserved for future issuance pursuant to our equity compensation plans were all adjusted proportionately in connection with the
reverse stock split. All share and per share amounts and conversion and exercise prices presented herein have been adjusted
retroactively to reflect this change. Use of Estimates In preparing our consolidated
financial statements and related disclosures in conformity with U.S. GAAP and pursuant to the rules and regulations of the SEC,
we make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes.
Estimates are used for, but not limited to stock-based compensation, determining the fair value of acquired assets and assumed
liabilities, intangible assets, and income taxes. These estimates and assumptions are continuously evaluated and are based on management’s
experience and knowledge of the relevant facts and circumstances. While we believe the estimates to be reasonable, actual results
could differ materially from those estimates and could impact future results of operations and cash flows. Cash and Cash Equivalents Cash and cash equivalents
include cash on hand and money market funds. We consider all highly liquid investments with a maturity at the date of purchase
of three months or less to be cash equivalents. Property and Equipment Property is stated at
cost, less accumulated depreciation. Costs of renewals and improvements that extend the useful lives of the assets are capitalized.
Expenditures for maintenance and routine repairs are charged to expense as incurred. Depreciation is recognized on a straight-line
basis over the estimated useful lives of the assets, which generally range from 3 to 5 years. We amortize leasehold improvements
over the shorter of the estimated useful life of the asset or the term of the related lease. Upon retirement or disposition of
assets, the costs and related accumulated depreciation are removed from the accounts with the resulting net gain or loss, if any,
reflected in the consolidated statement of operations. Intangible Assets Intangible assets acquired
individually or with a group of other assets from others (other than in a business combination) are recognized at cost, including
transaction costs, and allocated to the individual assets acquired based on relative fair values and no goodwill is recognized.
Cost is measured based on cash consideration paid. If consideration given is in the form of non-cash assets, liabilities incurred,
or equity interests issued, measurement of cost is based on either the fair value of the consideration given or the fair value
of the assets (or net assets) acquired, whichever is more clearly evident and more reliably measurable. Costs of internally developing,
maintaining or restoring intangible assets that are not specifically identifiable, have indeterminate lives or are inherent in
a continuing business are expensed as incurred. Intangible assets purchased
from others for use in research and development activities and that have alternative future uses (in research and development projects
or otherwise) are capitalized in accordance with ASC Topic 350, Intangibles – Goodwill and Other. Intangibles with a finite
useful life are amortized using the straight-line method unless the pattern in which the economic benefits of the intangible assets
are consumed or used up are reliably determinable. The useful life is the best estimate of the period over which the asset is expected
to contribute directly or indirectly to our future cash flows. The useful life is based on the duration of the expected use of
the asset by us and the legal, regulatory or contractual provisions that constrain the useful life and future cash flows of the
asset, including regulatory acceptance and approval, obsolescence, demand, competition and other economic factors. We evaluate
the remaining useful life of intangible assets each reporting period to determine whether any revision to the remaining useful
life is required. If the remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized
prospectively over the revised remaining useful life. If an income approach is used to measure the fair value of an intangible
asset, we consider the period of expected cash flows used to measure the fair value of the intangible asset, adjusted as appropriate
for company-specific factors discussed above, to determine the useful life for amortization purposes. If no regulatory, contractual,
competitive, economic or other factors limit the useful life of the intangible to us, the useful life is considered indefinite.
Intangibles with an indefinite useful life are not amortized until its useful life is determined to be no longer indefinite. If
the useful life is determined to be finite, the intangible is tested for impairment and the carrying amount is amortized over the
remaining useful life in accordance with intangibles subject to amortization. Indefinite-lived intangibles are tested for impairment
annually and more frequently if events or circumstances indicate that it is more-likely-than-not that the asset is impaired. Impairment of Long-Lived Assets and Intangibles
Other Than Goodwill We account for the impairment
of long-lived assets in accordance with ASC 360 , Property, Plant and Equipment Intangibles – Goodwill
and Other, Fair Value Measurements and Disclosure We apply ASC 820, Fair
Value Measurements and Disclosures Fair value is a market-based
measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier
fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 – Quoted market prices
(unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement
date. Level 2 – Quoted market prices
for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that
are not active, or other inputs that are observable, either directly or indirectly. Fair value determined through the use of models
or other valuation methodologies. Level 3 – Significant unobservable
inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s
own assumptions utilizing the best information available and includes situations where there is little market activity for the
asset or liability. The asset’s or liability’s
fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair
value measurement. Our policy is to recognize transfers between levels of the fair value hierarchy in the period the event or change
in circumstances that caused the transfer. There were no transfers into or out of Level 1, 2, or 3 during the periods presented. Stock-based Compensation Stock-based compensation
expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, Compensation-Stock Compensation Net Loss Per Share Basic loss per share is
computed by dividing our net loss available to common stockholders by the weighted average number of shares of common stock outstanding
during the period. Diluted loss per share is computed by dividing our net loss available to common stockholders by the diluted
weighted average number of shares of common stock during the period. Since we experienced a net loss for all periods presented,
basic and diluted net loss per share are the same. As such, diluted loss per share for the years ended December 31, 2019 and 2018
excludes the impact of potentially dilutive common stock related to outstanding stock options and warrants and the conversion of
our 2017 and 2019 Senior Notes since those shares would have an anti-dilutive effect on loss per share. As more fully described
in Note 11, we have determined the sale of the 2019 Senior Notes in late 2019 triggered the full ratchet anti-dilution provision
of the common stock we sold in 2018 Private Placement Transactions. For purposes of computing our basic and diluted EPS, we increased
our net loss available for common stockholders by the fair value of the additional shares to be issued since they did not affect
all our common stockholders equally and there are no contingencies related to the issuance of these shares. We also included the
related shares which will be issued in 2020 in our weighted number of shares of common stock outstanding. Our diluted net loss per
share for the years ended December 31, 2019 and 2018 excluded 715,452, and 588,586 of potentially dilutive common stock, respectively,
related to the conversion of our Senior Notes and outstanding stock options and warrants since those shares would have had an anti-dilutive
effect on loss per share during the years then ended. Segments We operate in one segment.
Management uses one measurement of profitability and does not segregate its business for internal reporting. All our assets are
located within the United States. Fair Value of Financial Instruments The carrying amounts of
cash and cash equivalents, accounts receivable, accounts payable and the senior convertible notes approximate fair value because
of the short-term maturity of these instruments, including the mandatory conversion of the Senior Notes into our common stock upon
meeting certain conditions. Debt Issuance Costs We recognized the debt
issuance costs incurred related to our 2017 and 2019 Senior Notes as a reduction of the carrying amount of the 2017 and 2019 Senior
Notes on the face of the consolidated balance sheet. The debt issuance costs are amortized to interest expense using the straight-line
method over the term of the 2019 Senior Notes and the interest method over the term of the 2017 Senior Notes. Research and development Research and development
costs are expensed as incurred and consisted of direct and overhead-related expenses. Research and development costs totaled $2,320,573
and $3,085,317 for the years ended December 31, 2019 and 2018, respectively. Expenditures to acquire technologies, including licenses,
which are utilized in research and development and that have no alternative future use are expensed when incurred. Technology we
develop for use in our products is expensed as incurred until technological feasibility has been established after which it is
capitalized and depreciated. No research and development costs were capitalized during the years ended December 31, 2019 and 2018. Income Taxes As a result of our reverse
acquisition merger, there was an ownership change as defined by Internal Revenue Code Section 382. Prior to the closing of the
transaction, Promet was treated as a partnership for federal income tax purposes and thus was not subject to income taxes at the
entity level, and no provision or liability for income taxes has been included in the consolidated financial statements through
October 4, 2017. In addition, Promet determined that it was not required to record a liability related to uncertain tax positions
as a result of the requirements of ASC 740-10-25 Income Taxes We account for uncertain
tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, we recognize the tax benefit from
an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by the taxing
authorities, based on the technical merits of the position. Estimated interest and penalties related to uncertain tax positions
are included as a component of interest expense and general and administrative expense, respectively. We had no unrecognized tax
benefits or uncertain tax positions for any periods presented. On December 22, 2017,
the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law. In December 2017, the SEC issued Staff Accounting Bulletin
118 (“SAB 118”) to provide clarification in implementing the TCJA when registrants do not have the necessary information
available to complete the accounting for an element of the TCJA in the period of its enactment. SAB 118 provides for tax amounts
to be classified as provisional and subject to remeasurement for up to one year from the enactment date for such elements when
the accounting effect is not complete but can be reasonably estimated. We considered our estimates of the tax effects of the TCJA
on the components of our tax provision to be reasonable and no provisional estimates subject to remeasurement were necessary to
complete the accounting. We file U.S. federal income
and California and Maryland state tax returns. There are currently no income tax examinations underway for these jurisdictions.
However, tax years from and including 2016 remain open for examination by federal and state income tax authorities. Recent Accounting Pronouncements From time to time, the
Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements.
Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”).
We have implemented all new accounting pronouncements that are in effect and that may impact our consolidated financial statements.
We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position
or results of operations. Recently adopted accounting pronouncements In July 2017, the FASB
issued Accounting Standards Update 2017-11 (ASU 2017-11), which allows companies to exclude a down round feature when determining
whether a financial instrument is considered indexed to the entity’s own stock. As a result, financial instruments with round
down features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated.
For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the
round down, when triggered, as a dividend and a reduction of income available to common stockholders in computing basic earnings
per share. The guidance in ASU 2017-11 is effective for fiscal year beginning after December 15, 2018, and interim periods within
those fiscal years. We early adopted ASU 2017-11 effective January 1, 2018 without a material impact on our consolidated financial
statements. On January 1, 2019, we
adopted Accounting Standards Codification (ASC) 842, Leases The adoption of the new
guidance did not have a material impact on the consolidated statement of operations. For further details regarding the adoption
of this standard, see Note 12, “Operating Leases.”

Acquisition

Acquisition12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]
AcquisitionNote 4 – Acquisition On October 4, 2017, in
exchange for 90 percent or 4,535,121 shares of our common stock, we acquired the net assets of Promet, totaling $1,017,342, in
a transaction that was accounted for as a reverse acquisition in accordance with ASC 805-40-45, Business Combinations -
Reverse Acquisitions The transaction was considered
a capital transaction in substance. Accordingly, for accounting purposes, it was assumed that Promet issued shares to Heatwurx
at fair value, net of the assets and liabilities assumed from Heatwurx as shown below, which were recognized as a reduction of
additional paid-in-capital at closing of the reverse merger. The net recognized value of Heatwurx identifiable assets and liabilities
included the following:
Cash $ 6,280
Accounts payable (26,098 )
Accrued expenses (17,932 )
Net liabilities assumed $ (37,750 ) Our consolidated financial
statements present the financial position (with a retrospective adjustment to Promet’s legal capital to reflect our pre-merger
capital structure) and operations of Promet prior to October 4, 2017, and of the combined company from October 4, 2017 forward.
The assets and liabilities of Promet are recognized and measured at their historical carrying amounts. The accumulated deficit
and other equity balances of Promet have been carried forward and adjusted to reflect our legal shares and par value with the difference
allocated to additional paid-in capital. Promet incurred acquisition-related
transaction costs of $58,763, which are included in general and administrative expense, a component of operating expenses in the
consolidated statements of operations. Earnings per share (“EPS”)
is calculated using our equity structure, including the equity interests issued to Promet in the asset acquisition transaction.
Prior to the reverse acquisition, EPS was based on Promet’s net income and weighted average common stock outstanding that
were received in the asset purchase transaction. Subsequent to the reverse acquisition, EPS is based on the weighted actual number
of common stock outstanding during that period (see Note 11).

Intangible Assets

Intangible Assets6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible AssetsNote 2 – Intangible Assets Intangible assets at June
30, 2020 and December 31, 2019 consisted of the following:
June 30, 2020 December 31, 2019
Gross intangible assets $ 11,059,429 $ 11,059,429
Less: accumulated amortization (1,814,639 ) (1,416,975 )
Total intangible assets, net $ 9,244,790 $ 9,642,454 Amortization expense was
$397,664 for the six months ended June 30, 2020 and 2019 and is included within research and development expense in the accompanying
condensed consolidated statements of operations. Our estimated amortization expense for the next year will be approximately $795,000
per year and for annual periods thereafter approximately $788,000 per year. The capitalized costs
for the license rights to PCS499 included the $8 million purchase price, $1,782 in transaction costs and $3,037,147 associated
with the initial recognition of an offsetting deferred tax liability related to the acquired temporary difference for an asset
purchased that is not a business combination and has a tax basis of $1,782 in accordance with ASC 740-10-25-51 Income Taxes Research and Development
Note 5 - Intangible Assets Intangible assets at December
31, 2019 consisted of the capitalized costs of $20,500 for a purchased software license and $11,038,929 associated with our exercise
of the option to acquire the exclusive license from CoNCERT related to patent rights and know-how to develop and commercialize
compounds and products for PCS499 and each metabolite thereof and the related income tax effects. The capitalized costs for the
license rights to PCS499 include $8 million purchase price, $1,782 in transaction costs and $3,037,147 associated with the initial
recognition of an offsetting deferred tax liability related to the acquired temporary difference for an asset purchased that is
not a business combination and has a tax basis of $1,782 in accordance with ASC 740-10-25-51 Income Taxes Research and Development Acquisition of the CoNCERT License On March 19, 2018, Promet,
Processa and CoNCERT amended the CoNCERT Agreement executed in October 2017. The Amendment assigned the CONCERT Agreement to us
and we exercised the exclusive option for the PCS499 compound in exchange for CoNCERT receiving, in part, $8 million of our common
stock that was held by Promet (298,615 shares at $26.79 per share) and for the benefit of Processa in satisfaction of the obligation
due for the exclusive license for PCS499 acquired by us. There was no change in the total shares issued and outstanding of 5,039,033.
Promet contributed the payment of the obligation due for the exclusive license to us without consideration paid to them. As a result
of the transaction, we recognized an exclusive license intangible asset with a fair value of $8 million and an offsetting increase
in additional paid-in capital resulting from the exchange. The CoNCERT Agreement
provides us with an exclusive (including to CoNCERT) royalty-bearing license to CoNCERT’s patent rights and know-how to develop,
manufacture, use, sub-license and commercialize compounds (PCS499 and each metabolite thereof) and pharmaceutical products with
such compounds worldwide. We are required to pay CoNCERT royalties, on a product by product basis, on worldwide net sales, as follows: ● 4% of the net sales of the
portion less than or equal to $100 million; ● 5% of the net sales of the
portion greater than $100 million and less than or equal to $500 million; ● 6% of the net sales of the
portion greater than $500 million and less than or equal to $1.0 billion; and ● 10% of the net sales of
the portion greater than $1 billion if such sales are made by us or our affiliates. With respect to net sales
made by us or any of our affiliates, we will pay 10% of net sales and with respect to sales by our sublicensee, we will pay the
greater of (i) 6% or (ii) 50% of all payment received by us with respect to such sublicensee. We will also pay 15% of any sublicense
revenue earned by us for a period equivalent to the royalty term (as defined in the CoNCERT Agreement) until the earliest of (a)
our raising $8 million of gross proceeds and (b) CoNCERT being able to sell its shares of our common stock without restrictions
pursuant to the terms of the amended Agreement. All other terms of the CONCERT Agreement remained unchanged. We estimated the fair
value of the common stock issued based on the market approach and CoNCERT’s requirement to receive shares valued at $8 million.
The market approach was based on the final negotiated number of shares of stock determined on a volume weighted average price of
our common stock over a 45 day period preceding the mid-February 2018 finalized negotiation of the modification to the option and
license agreement with CoNCERT, an unrelated third party, for the exclusive license rights to PCS499. The total cost recognized
for the exclusive license acquired represents the allocated fair value related to the stock transferred to CoNCERT plus the recognition
of the deferred tax liability related to the acquired temporary difference and the transaction costs incurred to complete the transaction
as discussed above. Our intangible assets
consist of the following at December 31, 2019:
License Rights Software December 31,
to PCS499 License 2019
Gross intangible assets $ 11,038,929 $ 20,500 $ 11,059,429
Less: accumulated amortization (1,405,301 ) (11,674 ) (1,416,975 )
Total intangible assets, net $ 9,633,628 $ 8,826 $ 9,642,454 Our intangible assets
consist of the following at December 31, 2018:
License Rights Software December 31,
to PCS499 License 2018
Gross intangible assets $ 11,038,929 $ 20,500 $ 11,059,429
Less: accumulated amortization (616,807 ) (4,840 ) (621,647 )
Total intangible assets, net $ 10,422,122 $ 15,660 $ 10,437,782 Amortization expense
was $795,328 and $621,647 for the years ended December 31, 2019 and 2018 and is included within research and development expense
in the accompanying consolidated statements of operations. As of December 31, 2019, estimated amortization expense for the next
year will be approximately $795,000 and approximately $788,000 per year for annual periods thereafter.

License Agreement for PCS100

License Agreement for PCS10012 Months Ended
Dec. 31, 2019
License Agreement For Pcs100
License Agreement for PCS100Note 6 – License Agreement for PCS100 On
August 29, 2019, we entered into an exclusive license agreement with Akashi to develop and commercialize an anti-fibrotic, anti-inflammatory
drug, PCS100, which also promotes healthy muscle fiber regeneration. In previous clinical trials in Duchenne Muscular Dystrophy
(DMD), PCS100 showed promising improvement in the muscle strength of non-ambulant pediatric patients. Although the FDA placed a
clinical hold on the DMD trial after a serious adverse event in a pediatric patient, the FDA has removed the clinical hold and
defined how PCS100 can resume clinical trials in DMD. Once we have obtained adequate funding, we plan to develop PCS100 in rare
adult fibrotic related diseases such as focal segmental glomerulosclerosis, idiopathic pulmonary fibrosis or Scleroderma. The Akashi Agreement provides
us with a worldwide license to research, develop, make and commercialize products comprising or containing PCS100. As partial consideration
for the license, we paid $10,000 to Akashi upon full execution of the license agreement. This upfront payment was expensed as a
research and development cost. As additional consideration, we will pay Akashi development and regulatory milestone payments (up
to $3.0 million per milestone) upon the achievement of certain milestones, which primarily consist of having a drug indication
approved by a regulatory authority in the United States or another country. In addition, we must pay Akashi one-time sales milestone
payments based on the achievement during a calendar year of one or more thresholds for annual sales for products made and pay royalties
based on annual licensing sales. Due to the early stage of PCS100, it is not possible to determine if any of the development or
sales milestones will be achieved and no amounts have been accrued related to these contingent payments. We are also required to
split any milestone payments we receive with Akashi based on any sub-license agreement we may enter into. We are required to use
commercially reasonable efforts, at our sole cost and expense, to research, develop and commercialize products in one or more
countries, including meeting specific diligence milestones that consist of (i) requesting a meeting with the FDA for a first indication
within 18 months of the date of the agreement, (ii) submitting an IND for a drug indication on or before June 30, 2022 and (iii)
initiating a Phase 1 or 2 trial for a drug indication on or before December 30, 2022. Either party may terminate the agreement
in the event of a material breach of the license agreement that has not been cured following written notice and a 60-day opportunity
to cure such breach (which is shortened to 15 days for a payment breach).

Notes Payable

Notes Payable12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]
Notes PayableNote 7 – Notes Payable Line of Credit Agreements On
September 20, 2019, we entered into two separate LOC Agreements (“LOC Agreements”) with DKBK Enterprises, LLC (“DKBK”)
and CorLyst, LLC (“CorLyst”, and, together with DKBK, collectively, “Lenders”), both related parties, which
provide a revolving commitment of up to $700,000 each ($1.4 million total). Under the LOC Agreements, all funds borrowed bear interest
at an annual rate of 8%. The promissory notes issued in connection with the LOC Agreements provide that the Lenders have the right
to convert all or any portion of the principal and accrued and unpaid interest into our common stock on the same terms as are our
2019 Senior Convertible Notes. Therefore, the Lenders may convert the outstanding debt under the LOC Agreements into our common
stock at a conversion price equal to the lower of (i) $14.28 per share, (ii) a price per share equal to a 10% discount to the pre-money
valuation of an equity sale of the Company’s common stock for cash, or (iii) at an adjusted price; all as more particularly
described in the 2019 Senior Convertible Notes. Our Chief Executive Officer (CEO) is also the CEO and Managing Member of both Lenders.
CorLyst beneficially owns 996,376 shares of Processa common stock, representing approximately 17.8% of the Company’s outstanding
shares of voting capital stock at December 31, 2019. We
have not drawn any amounts under these LOC Agreements as of February 28, 2020. Senior Convertible Notes The balance of our Senior
Convertible Notes at December 31, 2019 and 2018 was as follows:
2019 2018
2019 Senior Notes $ 805,000 $ -
2017 Senior Notes - 230,000
Less: Unamortized debt issuance costs (2,497 ) -
Balance 802,503 230,000
Current portion (802,503 ) (230,000 )
Long term portion $ - $ - Interest expense totaled
$36,658 and $161,205 for the years ended December 31, 2019 and 2018, respectively. Included in interest expense is the amortization
of the related debt issuance costs of $1,783, and $67,069 for the years ended December 31, 2019 and 2018, respectively. The Senior
Notes and related accrued interest are classified as current liabilities in our consolidated balance sheets. 2019 Senior Notes During the fourth quarter
of 2019, accredited investors purchased $805,000 of 8% Senior Convertible Notes (“2019 Senior Notes”) from us. For
every $1,000 principal amount purchased, the note holders received 70 warrants to purchase our common stock. As a result, we granted
56,350 warrants to purchase our common stock at an exercise price of $19.04, which expire on December 19, 2023. The 2019 Senior
Notes bear interest at 8% per year and if converted, the interest is payable in kind (in common stock). The 2019 Senior Notes mature
on December 15, 2020. The 2019 Senior Notes
are convertible by the holder upon (i) completion of listing our common stock on either the Nasdaq Capital Market or the New York
Stock Exchange or if we raise at least $14 million, prior to December 15, 2020, the maturity date of the 2019 Senior Notes, in
one or more qualified financings. If the 2019 Senior Notes are not paid or converted prior to their maturity date, the principal
and any accrued interest will be automatically or mandatorily converted into our common stock. The 2019 Senior Notes, plus any
accrued interest is convertible into shares of our common stock at a conversion price equal to the lower of (i) $14.28 per share
or (ii) a price per share equal to a 10% discount to the pre-money valuation of an equity sale of the Company’s common stock
for cash, as defined in the 2019 Senior Note agreement, occurring after the closing of the 2019 Senior Note financing. The 2019 Senior Notes
provide the holders with (a) the option of receiving 110% of principal plus accrued interest in the event there is a change of
control prior to conversion of the 2019 Senior Notes; (b) weighted-average anti-dilution protection in event of any sale of securities
at a net consideration per share that is less than the applicable conversion price per share to the holder until we have raised
an additional $14 million from the sale of certain securities; and (c) certain preemptive rights pro rata to their respective interests
through December 31, 2021. The 2019 Senior Notes
contains negative covenants that do not permit us to incur additional indebtedness or liens on property or assets owned, repurchase
common stock, pay dividends, or enter into any transaction with affiliates of ours that would require disclosure in a public filing
with the Securities and Exchange Commission. Upon an event of default, the outstanding principal amount of the Senior Notes, plus
accrued but unpaid interest and other amounts owing in respect thereof through the date of acceleration, shall become immediately
due and payable in cash at the holder’s election, if not cured within the cure period. We incurred $4,280 in
debt issuance costs related to the 2019 Senior Notes. The debt issuance costs are amortized to interest expense using straight
line amortization over the term of the 2019 Senior Notes. 2017 Senior Notes In October and November
of 2017, certain entities affiliated with current stockholders and other accredited investors purchased $2.58 million of our 8%
Senior Convertible Notes (“2017 Senior Notes”) in a bridge financing undertaken by us to support our operations. The
2017 Senior Notes bore interest at 8% per year. On May 25, 2018, pursuant
to the mandatory and automatic conversion provisions of the Senior Notes, we converted $2,350,000 of the $2,580,000 outstanding
Senior Notes, along with accrued interest of $114,333 into 172,327 shares of our common stock (at a conversion price of $14.30
per share) and issued to the debt holders warrants to purchase a total of 172,327 shares of common stock, exercisable for three
years at an exercise price of $17.16. We also incurred costs totaling $82,502 related to our contractual obligations to file a
resale registration statement related to this transaction with the SEC. 2017 Senior Notes totaling
$230,000 held by Canadian investors remained outstanding at December 31, 2018. Although qualifying for automatic and mandatory
conversion, they could not be converted until the Alberta Securities Commission released us from a cease trade order (which predated
our merger with Heatwurx) and permitted us to issue common stock units (consisting of shares of our common stock and stock purchase
warrants) to these Canadian investors. In June 2019, the Alberta Securities Commission released the cease trade order and assessed
us a $10,000 fine, which was expensed. On July 2, 2019, we converted the remaining principal and related accrued interest of $28,930
into 18,107 shares of common stock and issued warrants to purchase 18,107 shares of common stock. We evaluated the warrants issued
in this transaction and determined they should be classified as equity. We incurred $154,800
in debt issuance costs on the 2017 Senior Notes in connection with a payment to the placement agent, which was reported as a reduction
of the carrying amount of the 2017 Senior Notes on the face of the consolidated balance sheets. The debt issuance costs were amortized
to interest expense using the effective interest rate method over the term of the Senior Convertible Notes. The effective interest
rate on the 2017 Senior Notes was 7.72% before debt issuance costs, since no payments of interest are due until maturity and 13.96%
including the debt issuance costs based on the repayment terms of the 2017 Senior Notes.

Income Taxes

Income Taxes6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income TaxesNote 3 – Income Taxes We account for income
taxes in accordance with ASC Topic 740, Income Taxes. A deferred tax liability
was recorded on March 19, 2018 when we received CoNCERT’s license and “Know-How” in exchange for Processa stock
that had been issued in the Internal Revenue Code Section 351 Transaction. The Section 351 Transaction treats the acquisition of
the license and Know-How for stock as a tax-free exchange. As a result, under ASC 740-10-25-51 Income Taxes Under ACS 740-270 Income
Taxes – Interim Reporting
Note 9 – Income Taxes We account for income
taxes in accordance with ASC Topic 740, Income Taxes. A deferred tax liability
was recorded on March 19, 2018 when Processa received CoNCERT’s license and “Know-How” in exchange for Processa
stock that had been issued in an Internal Revenue Code Section 351 Transaction. The Section 351 Transaction treats the acquisition
of the license and Know-How for stock as a tax-free exchange. As a result, under ASC 740-10-25-51 Income Taxes During the years ended
December 31, 2019 and 2018, we incurred net operating losses of $3,960,592 and $4,667,848, respectively. We did not record any
income tax benefit for the $1,205,811 ($331,809 tax effected) and $1,356,840 ($373,368 tax effected) of general and administrative
expenses treated as deferred start-up expenditures for tax purposes for the years ended December 31, 2019 and 2018, respectively.
We did not record any income tax benefit for the $283,189 of federal orphan drug tax credits for the year ended December 31, 2019.
Additionally, we did not record any income tax benefit in 2017 for the $259,049 ($71,284 tax effected) of tax losses incurred in
2017 which resulted in tax loss carryforwards. The benefit was recognized in 2018 in the calculation of the valuation allowance.
The 2017 net operating loss carry forwards are available for application against future taxable income for 20 years expiring in
2037. Tax losses incurred after December 31, 2017 have an indefinite carry forward period. However, the tax loss incurred after
December 31, 2017 and carried forward can only offset 80 percent of future taxable income in any one year, with any excess losses
being carried forward indefinitely. We have recorded the benefit of our 2019 and 2018 net operating losses in our consolidated
financial statements as a reduction in the deferred tax liability created by the future financial statement amortization of the
intangible asset from the acquired CoNCERT license and “Know-How.” The benefit associated with the net operating loss
carry forward will more-likely-than-not go unrealized unless future operations are successful except for their offset against the
deferred tax liability created by the acquired CoNCERT license and “Know-How.” For the years ended December
31, 2019 and 2018, we recorded a federal income tax benefit of $602,716 and $902,801, respectively, as a result of offsetting our
deferred tax liability by the deferred tax assets resulting from our net operating losses and the income tax effect of the intangible
asset amortization for financial statement purposes. Our provision (benefit)
for income taxes for the years ended December 31, 2019 and 2018 was as follows:
Year Ended December 31,
2019 2018
Current:
Federal $ - $ -
State - -
Total deferred tax benefit - -
Deferred:
Federal (1,037,267 ) (940,510 )
State (234,033 ) (292,047 )
Total deferred tax benefit (1,271,300 ) (1,232,557 )
Valuation allowance 668,584 329,756
Net deferred tax benefit (602,716 ) (902,801 )
Total tax provision (benefit) $ (602,716 ) $ (902,801 ) A reconciliation of our
effective income tax rate and statutory income tax rate for the years ended December 31, 2019 and 2018 is as follows:
Year Ended December 31,
2019 2018
Federal statutory income tax rate 21.00 % 21.00 %
State tax rate, net 3.60 % 4.58 %
Permanent differences (1.96 )% (0.90 )%
Federal orphan drug tax credit 7.15 % - %
Deferred tax asset valuation allowance (14.57 )% (5.33 )%
Effective income tax rate 15.22 % 19.35 % On December 22, 2017,
the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law. Among its provisions, the TCJA reduces the statutory
U.S. Corporate income tax rate from 34% to 21% effective January 1, 2018. The TCJA includes provisions that, in certain instances,
impose U.S. income tax liabilities on future earnings of foreign subsidiaries and limit the deductibility of future interest expenses.
The TCJA also provides for accelerated deductions of certain capital expenditures made after September 27, 2017 through bonus depreciation
and an indefinite tax loss carryforward period for losses incurred after December 31, 2017. However, these tax-loss carry forwards
can only offset 80 percent of future taxable income in any one year, with respect to any excess continuing to be carried forward
indefinitely. Losses incurred prior to January 1, 2018 continue to carry forward for twenty years. The application of the TCJA
may change due to regulations subsequently issued by the U.S. Treasury Department. We applied the guidance
in SAB 118 when accounting for the enactment-date effects of the TCJA in 2018 and throughout 2019. At December 31, 2019 and 2018,
we had available federal net operating loss carryforwards of approximately $4.1 million and $2.7 million, respectively. The federal
net operating loss generated in 2019 and 2018 of $1.4 million and $2.4 million, respectively, will carry forward indefinitely and
be available to offset up to 80% of future taxable income each year. Net operating losses generated prior to 2018 will expire 2037.
We are evaluating our qualified research expenditures for the federal orphan drug credit and the federal and state credit for increasing
research activities to offset potential future tax liabilities. The federal research and development tax credits have a 20-year
carryforward period. We have not recognized any deferred tax assets related to research and development tax credits as of December
31, 2019 or 2018. We also have available state net operating loss carryforwards of approximately $4.1 million and $2.7 million
as of December 31, 2019 and 2018, respectively, which expire 2037. All federal and state net operating loss and credit carryforwards
listed above are reflected after the reduction for amounts effectively eliminated under Section 382. We do not recognize other
deferred income tax assets at this time because the realization of the assets is not more-likely-than-not that they will be realized.
As of December 31, 2019 and 2018, we had deferred start-up expenditures and other deductible expenses for both federal and state
income tax purposes of $6,977,317 and $4,369,700, respectively. The benefit associated with the amortization of the deferred start-up
expenditures and other deductible expenses will more-likely-than-not go unrealized unless future operations are successful. Since
the success of future operations is indeterminable, the potential benefits resulting from these deferred tax assets have not been
recorded in our consolidated financial statements. The significant components
of our deferred tax assets and liabilities for Federal and state income taxes consisted of the following:
December 31,
2019 2018
Deferred tax assets:
Non-current:
Net operating loss carry forward – Federal $ 854,196 $ 559,817
Net operating loss carry forward – State 265,106 173,743
Deferred rent - 2,742
Stock option expense 72,504 20,380
Depreciation 8,753 4,549
Federal orphan drug credits 283,189 -
Start-up expenditures and amortization 800,681 468,872
Total non-current deferred tax assets 2,284,429 1,230,103
Valuation allowance for deferred tax assets (1,165,126 ) (496,542 )
Total deferred tax assets 1,119,303 733,561
Deferred Tax Liabilities:
Non-current:
Intangible asset (2,650,933 ) (2,867,907 )
Total non-current deferred tax liabilities (2,650,933 ) (2,867,907 )
Total deferred tax asset (liability) $ (1,531,630 ) $ (2,134,346 ) The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income
and tax planning strategies in making this assessment. Based on management’s analysis, a reserve has been established against
the deferred tax assets related to deferred start-up expenditures and other deductible expenses. The change in the valuation allowance
in 2019 and 2018 was $668,584 and $329,755, respectively. Our total deferred tax
asset as of December 31, 2019 and 2018 include $2,909,715 ($800,681 tax effected) and $1,703,904 ($468,872 tax effected) of general
and administrative expenses treated as deferred start-up expenditures for tax purposes, respectively, $4,067,602 ($1,119,302 tax
effected) and $2,665,796 ($733,560 tax effected) of tax losses resulting in tax loss carryforwards as of the same periods and $283,189
of federal orphan drug tax credits as of December 31, 2019. We have had no revenues and recognized cumulative loses since inception.
Due to the uncertainty regarding future profitability and recognition of taxable income to utilize the amortization of deferred
start-up expenditures, federal orphan drug tax credits and the tax loss carryforwards, except for its offset against the deferred
tax liability created by our acquisition of the CoNCERT license, a valuation allowance against any potential deferred tax assets
has been recognized for the years ended December 31, 2019 and 2018. We recognize potential
liabilities for uncertain tax positions using a two-step process. The first step is to evaluate the tax position for recognition
by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained
on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit
as the largest amount that is more than 50% likely of being realized upon settlement. We have not recorded any uncertain tax positions. We are subject to taxation
in the United States and state jurisdictions where applicable. There are currently no income tax examinations underway for these
jurisdictions. However, tax years from and including 2016 remain open for examination by federal and state income tax authorities.

Stock-based Compensation

Stock-based Compensation6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Stock-based CompensationNote 4 –
Stock-based Compensation We did not grant any
stock options to our employees or non-employees during the six months ended June 30, 2020. During the six months ended June 30,
2019, we granted 129,919 stock options to employees and non-employees under the 2019 Omnibus Incentive Plan. At June 30, 2020,
we had outstanding options to purchase 169,329 shares of our common stock of which options for the purchase of 56,853 shares of
our common stock were vested. We recorded $192,532 and $125,035 of stock-based compensation expense for the six months ended June
30, 2020 and 2019, respectively.
Note 10 - Stock-based
Compensation On June 19, 2019, our
stockholders approved and we adopted the Processa Pharmaceuticals Inc. 2019 Omnibus Equity Incentive Plan (the “Omnibus Plan”)
and we terminated our prior equity incentive compensation plan, the Heatwurx, Inc. 2011 Amended and Restated Equity Plan (the “2011
Plan”). The Omnibus Plan allows us, under the direction of our Board of Directors or a committee thereof, to make grants
of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers,
consultants and directors. An aggregate of 500,000 shares of our common stock, adjusted for the one for seven reverse stock split
completed on December 23, 2019, were initially available for issuance under the Omnibus Plan. Shares available under the Omnibus
Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares. On June 20, 2019, our Board
of Directors granted stock options for the purchase of 129,919 shares of our common stock to employees. The stock options awarded
contained either service or performance vesting conditions, as described below, have a contractual term of five years and an exercise
price equal to the closing price of our common stock on the OTCQB on the date of grant of $16.80. We granted 54,915 stock options
to employees and non-employees during the year ended December 31, 2018. Stock options representing
the purchase of 65,148 shares of common stock (of the 129,919 stock options granted on June 20, 2019) contained service vesting
conditions. The service condition related solely to employees rendering service over a three-year period. These awards vest one-third
on the first anniversary of the grant date, and then vest ratably over the remaining twenty-four months, 1/36 th Stock options representing
the purchase of 64,771 shares of common stock (of the 129,919 stock options granted on June 20, 2019) vest upon meeting the following
performance criteria: (i) 12,958 shares vest when we in-license one new or additional drug; (ii) 12,958 shares vest when our current
Phase 2A clinical trial for PCS499 is complete; and (iii) 38,855 shares vest when we up-list from the OTCQB to either the Nasdaq
or NYSE markets. We are recognizing compensation cost for the awards related to completion of our current clinical trial and for
in-licensing a new drug. The clinical trial is progressing as planned with no significant adverse events, is fully enrolled, and
fully funded. Management does not foresee any reasons why this study will not be completed as planned and believes it is probable
that this performance condition will be met in mid-2020. On August 29, 2019, we reached a license agreement with Akashi Therapeutics
for PCS100 and as such, the performance condition related to the award for in-licensing one new or additional drug has been met.
As for the last award with performance conditions related to up-listing on Nasdaq or NYSE markets, management has determined that
until we complete the performance related condition, it is not probable to conclude the performance condition will be achieved.
As such, no stock-based compensation expense is being recorded for those awards. We recorded $510,478 and
$74,063 of stock-based compensation expense for the years ended December 31, 2019 and 2018, respectively. The allocation of stock-based
compensation expense between research and development and general and administrative expense was as follows:
Year ended
December 31,
2019 2018
Research and Development $ 113,239 $ -
General and Administrative 397,239 74,063
Total $ 510,478 $ 74,063 During the year ended
December 31, 2018, there was one grant for the purchase of 7,143 shares of our common stock outstanding under the 2011 Plan. We
also granted non-qualified stock options outside of the Plan for a total of 47,772 shares of common stock. An option for the purchase
of 45,200 shares of common stock vests over a four-year term and an option for the purchase of 2,572 shares of common stock vests
over one-year term. Stock option granted in 2018 all have a maximum contractual term of ten years. Vesting is subject to the holder’s
continuous service with us. The fair value of each
stock option grants was estimated using the Black-Scholes option-pricing model at the date of grant. We lack company-specific historical
and implied volatility information and therefore, determined our expected stock volatility based on the historical volatility of
a publicly traded set of peer companies and expect to continue to do so until such time as it has adequate historical data regarding
the volatility of our own traded stock price. Due to the lack of historical exercise history, the expected term of our stock options
was determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The
risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award
for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that we have
never paid cash dividends and do not expect to pay any cash dividends in the foreseeable future. The fair value of our
option awards granted during the year ended December 31, 2019 and 2018 was estimated using the following assumptions:
2019 2018
Average risk-free rate of interest 1.85 % 3.09 %
Expected term (years) 3.75 to 5.00 5.00 to 6.25
Expected stock price volatility 81.77 % 85.31 %
Dividend yield 0 % 0 % The following table summarizes
our stock option activity for the years ended December 31, 2019 and 2018:
Total options Outstanding Weighted average exercise price Weighted average remaining contractual life (in years)
Outstanding as of January 1, 2018 - - -
Options granted 54,915 20.45 9.8
Exercised - - -
Forfeited - - -
Outstanding as of December 31, 2018 54,915 $ 20.45 9.8
Options granted 129,919 16.80 4.5
Exercised - - -
Forfeited (7,872 ) 16.80 4.5
Outstanding as of December 31, 2019 176,962 17.93 5.8
Exercisable (vested) at December 31, 2019 29,655 18.53 6.9 The weighted average grant
date fair value per share of options granted during the year ended December 31, 2019 and 2018 was between $9.88 and $15.10. No
forfeiture rate was applied to these stock options. No tax benefits were attributed
to the stock-based compensation expense because a valuation allowance was maintained for all net deferred tax assets. As of December 31, 2019,
there was $1,450,684 of total unrecognized compensation expense, related to the unvested stock options which are expected to be
recognized over a weighted average period of 5.82 years.

2019 Senior 8% Convertible Note

2019 Senior 8% Convertible Notes Payable6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]
2019 Senior 8% Convertible Notes PayableNote 5 – 2019 Senior 8% Convertible
Notes Payable During the fourth quarter
of 2019, accredited investors purchased $805,000 of 8% Senior Convertible Notes (“2019 Senior Notes”) from us. For
every $1,000 principal amount purchased, the note holders received 70 warrants to purchase our common stock. As a result, we granted
56,350 warrants to purchase our common stock at an exercise price of $19.04, which expire on December 19, 2023. The 2019 Senior
Notes bear interest at 8% per year and if converted, the interest is payable in kind (in common stock). The 2019 Senior Notes mature
on December 15, 2020. At June 30, 2020 and December 31, 2019, we had $805,000 of 2019 Senior Notes outstanding. The 2019 Senior Notes
are convertible by the holder upon (i) completion of listing our common stock on either the Nasdaq Capital Market or the New York
Stock Exchange or if we raise at least $14 million, prior to December 15, 2020, the maturity date of the 2019 Senior Notes, in
one or more qualified financings. If the 2019 Senior Notes are not paid or converted prior to their maturity date, the principal
and any accrued interest will be automatically or mandatorily converted into our common stock. The 2019 Senior Notes, plus any
accrued interest, is convertible into shares of our common stock at a conversion price equal to the lower of (i) $14.28 per share
or (ii) a price per share equal to a 10% discount to the pre-money valuation of an equity sale of the Company’s common stock
for cash, as defined in the 2019 Senior Note agreement, occurring after the closing of the 2019 Senior Note financing. The 2019 Senior Notes
provide the holders with (a) the option of receiving 110% of principal plus accrued interest in the event there is a change of
control prior to conversion of the 2019 Senior Notes; (b) weighted-average anti-dilution protection in event of any sale of securities
at a net consideration per share that is less than the applicable conversion price per share to the holder until we have raised
an additional $14 million from the sale of certain securities; and (c) certain preemptive rights pro rata to their respective interests
through December 31, 2021. The 2019 Senior Notes
contains negative covenants that do not permit us to incur additional indebtedness or liens on property or assets owned, repurchase
common stock, pay dividends, or enter into any transaction with affiliates of ours that would require disclosure in a public filing
with the Securities and Exchange Commission. Upon an event of default, the outstanding principal amount of the Senior Notes, plus
accrued but unpaid interest and other amounts owing in respect thereof through the date of acceleration, shall become immediately
due and payable in cash at the holder’s election, if not cured within the cure period. We incurred $4,280 in
debt issuance costs related to the 2019 Senior Notes. The debt issuance costs are amortized to interest expense using straight
line amortization over the term of the 2019 Senior Notes.

Related Party Line of Credit Ag

Related Party Line of Credit Agreements6 Months Ended
Jun. 30, 2020
Related Party Line Of Credit Agreements
Related Party Line of Credit AgreementsNote 6 – Related Party Line of Credit
Agreements On September 20, 2019,
we entered into two separate LOC Agreements (“LOC Agreements”) with DKBK Enterprises, LLC (“DKBK”) and
CorLyst, LLC (“CorLyst”, and, together with DKBK, collectively, “Lenders”), both related parties, which
provide a revolving commitment of up to $700,000 each ($1.4 million total). Under the LOC Agreements, all funds borrowed bear interest
at an annual rate of 8%. The promissory notes issued in connection with the LOC Agreements provide that the Lenders have the right
to convert all or any portion of the principal and accrued and unpaid interest into our common stock on the same terms as our 2019
Senior Convertible Notes. Therefore, the Lenders may convert the outstanding debt under the LOC Agreements into our common stock
at a conversion price equal to the lower of (i) $14.28 per share, (ii) a price per share equal to a 10% discount to the pre-money
valuation of an equity sale of the Company’s common stock for cash, or (iii) at an adjusted price; all as more particularly
described in the 2019 Senior Convertible Notes. Our Chief Executive Officer
(CEO) is also the CEO and Managing Member of both lenders. DKBK directly holds 16,166 shares of our common stock, representing
less than 1% of our outstanding common stock, and CorLyst beneficially owns 1,095,649 shares of our common stock, representing
19.8% of our outstanding common stock at June 30, 2020. In April and June 2020, we drew $500,000 under the LOC Agreement with
DKBK. On July 21, 2020, we drew an additional $200,000, bringing the total amount drawn under the LOC Agreement with DKBK to $700,000.

Paycheck Protection Program Loa

Paycheck Protection Program Loan6 Months Ended
Jun. 30, 2020
Paycheck Protection Program Loan
Paycheck Protection Program LoanNote 7 – Paycheck Protection Program Loan In May 2020, we entered
into a $162,459 Paycheck Protection Promissory Note (the “PPP Loan”) with the Bank of America. The PPP Loan was made
under, and is subject to the terms and conditions of, the PPP which was established under the CARES Act and is administered by
the U.S. Small Business Administration. The current terms of the loan is two years with a maturity date of May 5, 2022 and it
contains a favorable fixed annual interest rate of 1.00%. Payments of principal and interest on the PPP Loan is deferred for the
first six months of the term of the PPP Loan until November 5, 2020. Principal and interest are payable monthly and may be prepaid
by us at any time prior to maturity with no prepayment penalties. Under the terms of the CARES Act, recipients can apply for and
receive forgiveness for all, or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations,
based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll
costs, mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”), and on the maintenance of employee
and compensation levels during a certain time period following the funding of the PPP Loan. We have used the proceeds of our PPP
Loan for payroll costs. However, no assurance is provided that we will be able to obtain forgiveness of the PPP Loan in whole
or in part. As of June 30, 2020, $72,203 of the total $162,459 PPP-related debt is classified as a current liability on our condensed
consolidated balances sheets.

Stockholders' Equity

Stockholders' Equity6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Equity [Abstract]
Stockholders' EquityNote 8 – Stockholders’ Equity On September 30, 2019,
our Pledge Agreement with PoC Capital was amended to reduce the committed funds under this Agreement from $1.8 million to $900,000,
which was paid in full as of December 31, 2019. As part of the Pledge Agreement amendment, PoC Capital forfeited the pledged collateral
(56,640 shares of our common stock and warrants to purchase 56,640 shares of our common stock) in the amended agreement. The forfeited
shares of our common stock and stock purchase warrants have been returned to us. We determined the sale
of the 2019 Senior Notes in late 2019 which are convertible into common stock at a conversion rate of $14.28 per share, triggered
the full ratchet anti-dilution provision of common stock we sold in our 2018 Private Placement Transactions. As a result, those
stockholders were entitled to 28,971 shares of common stock in the fourth quarter of 2019, which we issued on June 18, 2020. We
accounted for these shares at December 31, 2019 as a deemed dividend payable at their par value. On
June 25, 2020, we amended our Certificate of Incorporation reducing the number of authorized shares of our common stock from 100,000,000
to 30,000,000. We believe 100,000,000 authorized shares of common stock was disproportionately large in relation to the Company’s
outstanding common stock and our anticipated future needs, and the reduction will reduce our future Delaware franchise tax. We have not had any sales
of our preferred stock since we were incorporated on March 29, 2011 and there were no issued or outstanding shares of preferred
stock at June 30, 2020 or December 31, 2019.
Note 8 – Stockholders’ Equity In August 2019, we amended
our certificate of incorporation, reducing the authorized number of shares of our preferred stock from 10,000,000 to 1,000,000
and our common stock from 350,000,000 to 100,000,000. We have not had any sales
of our preferred stock since we were incorporated on March 29, 2011 and there were no issued or outstanding shares of preferred
stock at December 31, 2019 or 2018. 2019 Private Placement Transactions During 2019 we amended
our Pledge Agreement with PoC Capital to reduce the committed funds from $1.8 million to $900,000, which has been paid in full
as of December 31, 2019. As part of the original Pledge Agreement, we issued 113,280 shares of common stock and 113,280 warrants
to purchase shares of common stock to PoC Capital but held 56,640 shares and 56,640 warrants as collateral until certain payment
milestones were met. PoC Capital forfeited the pledged collateral in the amended agreement (see below). The forfeited shares and
warrants have been returned to us. 2018 Private Placement Transactions Between May 15, 2018 and
June 29, 2018, we sold an aggregate of 200,369 units in a private placement transaction at a purchase price equal to $15.89 per
unit for gross proceeds of approximately $3.2 million. Each unit consisted of one share of our common stock and a warrant to purchase
one share of our common stock for $19.07, subject to adjustment thereunder for a period of three years. We paid $167,526 to our
placement agent and issued placement agent warrants to purchase up to 12,021 shares of common stock, with a three-year term, at
an exercise price equal to $19.07. We also incurred costs totaling $141,304 related to this transaction and our contractual obligation
to file a resale registration statement related to the PIPE transaction with the SEC. The issuance costs were charged against additional
paid in capital. On May 25, 2018, we entered
into an Agreement with PoC Capital, LLC (“PoC”), where PoC agreed to finance $1,800,000 in study costs associated with
certain clinical studies, including our Phase 2A study to evaluate the safety, tolerability, efficacy and pharmacodynamics of PCS499
in patients with Necrosis Lipoidica in exchange for 113,280 shares of our common stock and a warrant for the purchase of 113,280
shares of common stock with an exercise price of $19.07, expiring on July 29, 2021. We paid $108,000 to our placement agent and
issued our placement agent warrants to purchase 6,797 shares of common stock, with a three-year term, at an exercise price equal
to $19.07. We also incurred costs totaling $60,457 related to this transaction and our contractual obligation to file a resale
registration statement related to this transaction with the SEC. The issuance costs were charged against additional paid in capital. As part of this transaction,
we also entered into a Pledge Agreement with PoC, under which we received a security interest for 56,640 common stock units, or
half the shares and warrants we issued to PoC, to hold as collateral. The Pledge Agreement with PoC Capital was amended on September
30, 2019 to reduce the committed funds from $1.8 million to $900,000, which has been paid in full as of December 31, 2019. As part
of the Pledge Agreement amendment, PoC Capital forfeited the pledged collateral in the amended agreement. The forfeited shares
and warrants have been returned to us. We initially recorded
the full amount of the commitment, $1.8 million, as a subscription receivable and reduced the subscription receivable in the period
PoC made payments to our CRO or to us. We evaluated the warrants issued in the 2018 Private Placement Transactions and determined
they should be classified as equity. The common stock, but
not the warrants, issued for the 2018 Private Placement Transactions and the conversion of the 2017 Senior Notes have, subject
to certain customary exceptions, full ratchet anti-dilution protection. Until we have issued equity securities or securities convertible
into equity securities for a total of an additional $20 million in cash or assets, including the proceeds from the exercise of
the warrants issued above, in the event we issue additional equity securities or securities convertible into equity securities
at a purchase price less than $15.89 per share of common stock, the above purchase prices shall be adjusted and new shares of common
stock issued as if the purchase price was such lower amount (or, if such additional securities are issued without consideration,
to a price equal to $0.01 per share). We have determined the
sale of 2019 Senior Notes, which are convertible into common stock at a conversion rate of $14.28 triggered the full ratchet anti-dilution
provision of the common stock we sold in 2018 Private Placement Transactions described above. As a result, those stockholders
were entitled to 28,971 shares of common stock in the fourth quarter of 2019. We will issue 28,971 shares of common stock to those
stockholders in 2020. We determined the value of these shares to be $506,993 based on a price per share of $17.50, which represents
the closing price per share on October 18, 2019, the last day investors had to rescind their investment. We recorded the triggering
of the full ratchet anti-dilution provision as a deemed dividend payable at December 31, 2019 in our statement of changes in stockholders’
equity at par value due to the fact that we have a retained deficit and are receiving no additional consideration for these shares.

Net Loss Per Share of Common St

Net Loss Per Share of Common Stock6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Earnings Per Share [Abstract]
Net Loss Per Share of Common StockNote 9 – Net Loss per Share of Common
Stock Basic net loss per share
is computed by dividing net loss by the weighted average common stock outstanding. Diluted net loss per share is computed by dividing
net loss by the weighted average common stock outstanding, which includes potentially dilutive effect of stock options, warrants
and senior convertible notes. Since we experienced a loss for both periods presented, including any dilutive common stock outstanding
would have an anti-dilutive impact on diluted net loss per share, and as shown below were excluded from the computation. The treasury-stock
method is used to determine the dilutive effect of our stock options and warrants grants, and the if-converted method is used to
determine the dilutive effect of the Senior Notes. The computation of net
loss per share for the six months ended June 30, 2020 and 2019 was as follows:
Six months ended June 30,
2020 2019
Basic and diluted net loss per share:
Net loss $ (1,607,750 ) $ (1,719,910 )
Weighted average number of common stock-basic and diluted 5,515,447 5,524,895
Basic and diluted net loss per share $ (0.29 ) $ (0.31 ) The following potentially
dilutive securities were excluded from the computation of diluted net income per share as their effect would have been anti-dilutive
for the periods presented.
2020 2019
Stock options and purchase warrants 646,938 700,976
Senior convertible notes and LOC, plus related accrued interest 93,961 18,107
740,899 719,083
Note 11 – Net Loss per Share of Common
Stock Basic net loss per share
is computed by dividing net loss by the weighted average common stock outstanding. Diluted net loss per share is computed by dividing
net loss by the weighted average common stock outstanding without the impact of potential dilutive common stock outstanding because
they would have an anti-dilutive impact on diluted net loss per share. The treasury-stock method is used to determine the dilutive
effect of our stock options and warrants grants, and the if-converted method is used to determine the dilutive effect of the 2017
and 2019 Senior Notes. The computation of net
loss per share for the year ended December 31, 2019 and 2018 was as follows:
2019 2018
Basic and diluted net loss per share:
Net loss $ (3,357,876 ) $ (3,765,047 )
Deemed dividend related to the triggering of the full ratchet anti-dilution provision at fair value (506,993 ) -
Net loss available to common stockholders (3,864,869 ) (3,765,047 )
Weighted-average number of common stock-basic and diluted 5,525,635 5,332,141
Basic and diluted net loss per share $ (0.70 ) $ (0.71 ) We have determined the
sale of the 2019 Senior Notes in late 2019, which are convertible into common stock at a conversion rate of $14.28 per share triggered
the full ratchet anti-dilution provision of the common stock we sold in 2018 Private Placement Transactions (see Note 8). As a
result, those stockholders were entitled to 28,971 shares of common stock in the fourth quarter of 2019. We will issue 28,971 shares
of common stock to these stockholders in 2020. We determined the value of these shares at $506,993 based on a price per share of
$17.50 which represents the closing price per share on October 18, 2019, the last day investors had to rescind their investment.
For purposes of computing our basic and diluted EPS, we increased our net loss available for common stockholders by the fair value
of the additional shares to be issued since they did not affect all our common stockholders equally and there are no contingencies
related to the issuance of these shares. We also included these shares in our weighted number of shares of common stock outstanding.
Triggering the full ratchet anti-dilution provision increased our basic and diluted net loss per share by $0.09 per share, from
$(0.61) to $(0.70). The outstanding options
and warrants to purchase common stock and the shares issuable under the 2017 and 2019 Senior Notes were excluded from the computation
of diluted net income per share as their effect would have been anti-dilutive for the periods are presented below:
2019 2018
Stock options and purchase warrants 654,569 571,055
Senior convertible notes 60,883 17,531

Leases

Leases6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Leases [Abstract]
LeasesNote 10 – Leases We lease our office space
under an operating lease agreement. This lease does not have significant rent escalation, concessions, leasehold improvement incentives,
or other build-out clauses. Further, the lease does not contain contingent rent provisions. We also lease office equipment under
an operating lease. Our office space lease includes both lease (e.g., fixed payments including rent, taxes, and insurance costs)
and non-lease components (e.g., common-area or other maintenance costs), which are accounted for as a single lease component as
we have elected the practical expedient to group lease and non-lease components for all leases. Our leases do not provide an implicit
rate and, as such, we have used our incremental borrowing rate of 8% in determining the present value of the lease payments based
on the information available at the lease commencement date. Lease costs included in
our condensed consolidated statement of operations totaled $23,995 and $24,729 for the three months ended June 30, 2020 and 2019,
respectively, and $48,201 and $49,302 for the six months ended June 30, 2020 and 2019, respectively. The weighted average remaining
lease terms and discount rate for our operating leases were as follows at June 30, 2020:
Weighted average remaining lease term (years) for our facility and equipment leases 2.23
Weighted average discount rate for our facility and equipment leases 8.00 % Maturities of our lease
liabilities for all operating leases were as follows as of June 30, 2020:
2020 $ 45,869
2021 90,495
2022 69,741
Total lease payments 206,105
Less: Interest (19,543 )
Present value of lease liabilities 186,562
Less: current maturities (71,967 )
Non-current lease liability $ 114,595
Note 12 - Operating Leases We lease our office space
under an operating lease agreement. This lease does not have significant rent escalation, concessions, leasehold improvement incentives,
or other build-out clauses. Further, the lease does not contain contingent rent provisions. We also lease office equipment under
an operating lease. Our office space lease includes both lease (e.g., fixed payments including rent, taxes, and insurance costs)
and non-lease components (e.g., common-area or other maintenance costs), which are accounted for as a single lease component as
we have elected the practical expedient to group lease and non-lease components for all leases. Our leases do not provide an implicit
rate and, as such, we have used our incremental borrowing rate of 8% in determining the present value of the lease payments based
on the information available at the lease commencement date. Lease costs included in
our consolidated statement of operations totaled $98,020 and $88,237 for the years ended December 31, 2019 and 2018, respectively.
The weighted average remaining lease terms and discount rate for our operating leases were as follows at December 31, 2019:
Weighted average remaining lease term (years) for our facility and equipment leases 2.7
Weighted average discount rate for our facility and equipment leases 8 % Maturities of our lease
liabilities for all operating leases were as follows as of December 31, 2019:
2020 $ 92,603
2021 90,495
2022 69,741
Total lease payments 252,839
Less: Interest (27,457 )
Present value of lease liabilities 225,382
Less: current maturities (77,992 )
Non-current lease liability $ 147,390

License Agreement with Aposense

License Agreement with Aposense, Ltd.6 Months Ended
Jun. 30, 2020
License Agreement With Aposense Ltd.
License Agreement with Aposense, Ltd.Note 11 – License Agreement with Aposense,
Ltd. On May 24, 2020 we executed
a condition precedent License Agreement (“Aposense Agreement”) with Aposense under which they will provide us with
an exclusive worldwide license (excluding China) to research, develop and commercialize products comprising or containing PCS11T.
The grant of license is conditioned on the following being satisfied within 9 months of May 24, 2020 (or the Aposense Agreement
shall terminate): (i) our closing of an equity financing and successful up-listing to Nasdaq and (ii) Aposense obtaining the approval
of the Israel Innovation Authority for the consummation of the transactions contemplated by the Aposense Agreement. Within five
business days of satisfying the conditions, we must issue Aposense a number of shares of common stock determined by dividing $2.5
million by the price per share paid by such investors in equity financing. Such shares will be subject to a lock-up, with 40% of
such shares released from such lock up after six months and the remaining two 30% tranches to be released upon completion of the
next two subsequent quarters. As additional consideration, we will pay Aposense development and regulatory milestone payments (up
to $3.0 million per milestone) upon the achievement of certain milestones, which primarily consist of having a drug indication
approved by a regulatory authority in the United States or another country. In addition, we must pay Aposense one-time sales milestone
payments based on the achievement during a calendar year of one or more thresholds for annual sales for products made and pay royalties
based on annual licensing sales. We are also required to split any milestone payments we receive with Aposense based on any sub-license
agreement we may enter into. We are required to use
commercially reasonable efforts, at our sole cost and expense, to research, develop and commercialize products in one or more
countries, including meeting specific diligence milestones that consist of (i) submitting an IND for a drug indication within
30 months following the satisfaction of the license conditions above; (ii) dosing of a first patient with a product within 42
months following the satisfaction of the license conditions above; (iii) dosing of a first patient with a product in a pivotal
clinical trial within 72 months following the satisfaction of the license conditions above and (iv) an NDA submission within 120
months following the satisfaction of the license conditions above. Either party may terminate the Aposense Agreement in the event
of a material breach of the license agreement that has not been cured following written notice and a 90-day opportunity to cure
such breach (which is shortened to 15 days for a payment breach).

Related Party Transactions

Related Party Transactions6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Related Party Transactions [Abstract]
Related Party TransactionsNote 12 – Related Party Transactions CorLyst reimburses us
for shared costs related to payroll, health care insurance and rent based on actual costs incurred, which are recognized as a reduction
of our general and administrative operating expenses being reimbursed in our condensed consolidated statement of operations. We
recorded $25,928 and $52,464 of reimbursements during the six months ended June 30, 2020 and 2019, respectively. Amounts due from
CorLyst at June 30, 2020 and December 31, 2019 were $24,713 and $0, respectively. At June 30, 2020, we
also had approximately $1,700 due from certain employees for health insurance contributions. We did not have comparable a similar
receivable at December 31, 2019.
Note 13 – Related Party Transactions A stockholder, CorLyst,
LLC, reimburses us for shared costs related to payroll, health care insurance and rent based on actual costs incurred, which are
recognized as a reduction of our general and administrative operating expenses in our consolidated statements of operations. Reimbursable
expenses from CorLyst totaled $103,047 and $107,402 for rent and other costs during the years ended December 31, 2019 and 2018,
respectively. Amounts due from related parties at December 31, 2019 and 2018 were $0 and $21,583, respectively. As described further
in Note 7, we also entered into two separate Line of Credit Agreements with CorLyst, LLC and DKBK Enterprises, LLC, both related
parties, on September 20, 2019.

Commitments and Contingencies

Commitments and Contingencies6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and ContingenciesNote 13 – Commitments and Contingencies Purchase Obligations We enter into contracts
in the normal course of business with contract research organizations and subcontractors to further develop our products. The
contracts are cancellable, with varying provisions regarding termination. If a contract with a specific vendor were to be terminated,
we would only be obligated for products or services that we received as of the effective date of the termination and any applicable
cancellation fees. We had no purchase obligations at June 30, 2020.
Note 14 – Commitments and Contingencies Purchase Obligations We enter into contracts
in the normal course of business with contract research organizations and subcontractors to further develop our products. The contracts
are cancellable, with varying provisions regarding termination. If a contract with a specific vendor were to be terminated, we
would only be obligated for products or services that we received as of the effective date of the termination and any applicable
cancellation fees. We had a purchase obligation of approximately $0 and $35,000 at December 31, 2019 and 2018, respectively. Due to the contingent
nature of the amounts and timing of the payments, we have excluded our agreement with the CRO with whom we have contracted to
conduct our Phase 2A clinical trial for NL. We were contractually obligated for up to approximately $487,000 of future services
under the agreement, but our actual contractual obligations will vary depending on the progress and results of the clinical trial.

Concentration of Credit Risk

Concentration of Credit Risk12 Months Ended
Dec. 31, 2019
Risks and Uncertainties [Abstract]
Concentration of Credit RiskNote 15 – Concentration of Credit
Risk We maintain cash accounts
in two commercial banks. Balances on deposit are insured by the Federal Deposit Insurance Corporation (FDIC) up to specified limits.
Total cash held by one bank was $691,536 at December 31, 2019, which exceed FDIC limits.

Organization and Summary of S_2

Organization and Summary of Significant Accounting Policies (Policies)6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Activities and OrganizationBusiness Activities and Organization Processa is a clinical
stage biopharmaceutical company focused on the development of drug products that are intended to improve the survival and/or quality
of life for patients who have a high unmet medical need condition. Within this group of pharmaceutical products, we currently are
developing one product for multiple indications (i.e., the use of a drug to treat a particular disease) and will begin developing
our newly acquired drugs (PCS11T and PCS100) once adequate funding has been obtained. We continue searching for additional products
for our portfolio that meet our criteria. PCS499 Our
lead product, PCS499, is an oral tablet that is a deuterated analog of one of the major metabolites of pentoxifylline (PTX or Trental ® The
degeneration of tissue occurring at the NL lesion site may be caused by a number of pathophysiological changes which has made it
extremely difficult to develop effective treatments for this condition. PCS499 may provide a solution since PCS499 and its metabolites
affect a number of the biological pathways which could contribute to the pathophysiology associated with NL. On June 18, 2018, the
FDA granted orphan-drug designation for PCS499 for the treatment of NL. On September 28, 2018, the IND for PCS499 in NL was made
effective by the FDA, such that we could move forward with a Phase 2A trial multicenter, open-label prospective trial designed
to determine the safety and tolerability of PCS499 in patients with NL. The first enrolled NL patient in this Phase 2A clinical
trial was dosed on January 29, 2019 and the study completed enrollment on August 23, 2019. The main objective of the trial was
to evaluate the safety and tolerability of PCS499 in patients with NL and to use the collected safety and efficacy data to design
future clinical trials. Based on toxicology studies and healthy human volunteer studies, Processa and the FDA agreed that a PCS499
dose of 1.8 grams/day would be the highest dose administered to NL patients in this Phase 2A trial. As anticipated, the PCS499
dose of 1.8 grams/day, 50% greater than the maximum tolerated dose of PTX, appeared to be well tolerated with no serious adverse
events reported. All adverse events reported in the study were mild in severity. As expected, gastrointestinal symptoms were the
most noted adverse events and reported in four patients, all of which were mild in severity and resolved within 1-2 weeks of starting
dosing. Two
patients presenting with more severe ulcerated NL had ulcers for more than two months prior to dosing. At baseline, the reference
ulcer in one of the two patients measured 3.5 cm 2 2 On
March 25, 2020, we met with the FDA and discussed the clinical program, as well as the nonclinical and clinical pharmacology plans
to support the submission of the PCS499 New Drug Application (NDA) in the U.S. for the treatment of ulcers in NL patients. With
input from the FDA we will be designing the next trial as a randomized, placebo-controlled trial to evaluate the ability of PCS499
to completely close ulcers in patients with NL. We initially planned to begin recruiting for the randomized, placebo-controlled
trial in the fourth quarter 2020, but we now expect to begin recruiting patients in 20201 due to the ongoing COVID-19 pandemic.
This PCS499 NL study will be a randomized, placebo-controlled Phase 2B study to better understand the potential response of NL
patients on drug and on placebo. After obtaining the results from this Phase 2B study, we expect to meet with FDA to discuss our
Phase 2B drug and placebo response findings while further discussing the next steps to obtain approval. PCS11T On
May 24, 2020, we entered into a condition precedent License Agreement (the “Aposense Agreement”) with Aposense, Ltd.,
(“Aposense”), pursuant to which we were granted a contingent license in Aposense’s patent rights and know-how
to develop and commercialize their next generation irinotecan cancer drug, PCS11T (formerly known as ATT-11T). Granting of the
license is conditioned on the following being satisfied within 9 months of May 24, 2020 (or the Aposense Agreement shall terminate):
(i) our closing of an equity financing and successful up-listing to Nasdaq and (ii) Aposense obtaining the approval of the Israel
Innovation Authority for the consummation of the transactions contemplated by the Aposense Agreement. PCS11T is a novel lipophilic
anti-cancer pro-drug that is being developed for the treatment of the same solid tumors as prescribed for irinotecan. This pro-drug
is a conjugate of a specific proprietary Aposense molecule connected to SN-38, the active metabolite of irinotecan. The proprietary
molecule in PCS11T has been designed to allow PCS11T to bind to cell membranes to form an inactive pro-drug depot on the cell with
SN-38 preferentially accumulating in the membrane of tumors cells and the tumor core. This unique characteristic is expected to
make the therapeutic window of PCS11T wider than all other irinotecan products such that the antitumor effect of PCS11T will occur
at a much lower dose with a milder adverse effect profile than irinotecan. Irinotecan serves as a water-soluble pro-drug of SN-38,
with SN-38 being significantly more potent as a topoisomerase I inhibitor than irinotecan. Despite the widespread use of commercially
marketed irinotecan products in the treatment of metastatic colorectal cancer and other cancers resulting in peak annual sales
of approximately $1.1 billion, irinotecan has a narrow therapeutic window and includes an FDA “Black Box” warning
for both neutropenia and severe diarrhea. Its adverse effects include diarrhea, neutropenia, leucopenia, lymphocytopenia, and anemia,
which are major impediments to optimal dosing for efficacy since the dose must often be reduced with repeated treatment cycles.
There is, therefore, a substantial unmet need to overcome the limitations of the current commercially marketed irinotecan products,
improving efficacy and reducing the severity of treatment emergent adverse events. The potential wider therapeutic window of PCS11T
will likely lead to more patients responding with less side effects when on PCS11T compared to other irinotecan products. Pre-clinical studies conducted
to date showed that that PCS11T has an efficacy advantage over Irinotecan as demonstrated by tumor eradication at much lower doses
than irinotecan across various tumor xenograft models. PCS11T produced a marked, dose-related sustained tumor growth inhibition
(TGI) in all the evaluated models. TGI in these models was significantly improved in comparison to irinotecan. Tumor regression
was also observed in several models. PCS11T does not affect acetyl choline esterase (AChE) activity in human and rat plasma in
vitro, which would suggest that PCS11T will show an improved safety profile, unlike irinotecan which is known for its cholinergic
related side-effects. Prior to the License Agreement,
Aposense had met with the FDA at a Pre-IND meeting. At that meeting, agreement was reached related to the necessary manufacturing
and toxicological study requirements for filing the IND and the subsequent design of the Phase 1B study for PCS11T in the treatment
of solid tumors. Depending upon our available funds, we are currently planning to manufacture the product at a GMP facility, conduct
the required toxicological studies required to file the IND and initiate the Phase 1B study in oncology patients with solid tumors
in late 2021. PCS100 On
August 29, 2019, we entered into an exclusive license agreement with Akashi Therapeutics, Inc. (“Akashi”) to develop
and commercialize an anti-fibrotic, anti-inflammatory drug, PCS100, which also promotes healthy muscle fiber regeneration. In previous
clinical trials in Duchenne Muscular Dystrophy (DMD), PCS100 showed promising improvement in the muscle strength of non-ambulant
pediatric patients. Although the FDA placed a clinical hold on the DMD trial after a serious adverse event in a pediatric patient,
the FDA has removed the drug off clinical hold and defined how PCS100 can resume clinical trials in DMD. Once we have obtained
adequate funding, we plan to develop PCS100 in rare adult fibrotic related diseases such as focal segmental glomerulosclerosis,
idiopathic pulmonary fibrosis or Scleroderma. At the present time we are evaluating the potential GMP manufacturing facilities
and the potential indications for PCS100.
Basis of PresentationBasis of Presentation The accompanying unaudited
condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) for interim financial information and with the instructions of the Securities
and Exchange Commission (“SEC”) on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not
include all the information and disclosures required by U.S. GAAP for complete financial statements. All material intercompany
accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation
of the Company’s financial position and of the results of operations and cash flows for the periods presented. These condensed
consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included
in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC. The results of operations for the
interim periods shown in this report are not necessarily indicative of the results that may be expected for any other interim period
or for the full year.
Basis of Presentation The accompanying consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the
“SEC”), and reflect all of our activities, including those of our wholly-owned subsidiary. All material intercompany
accounts and transactions have been eliminated in consolidation. We have reclassified certain
immaterial prior year amounts to conform to our current year presentation. The reclassification of prior period amounts had no
effect on previously reported net income, stockholders’ equity or cash flows. On December 23, 2019,
we effected a 1-for-7 reverse stock split, reducing the number of the Company’s common stock outstanding on that date from
38,404,530 shares to 5,486,476 shares. The number of authorized shares of common stock remained unchanged at 100,000,000 shares
and the number of authorized shares of preferred stock remained unchanged at 1,000,000 shares. Additionally, the conversion
price of our 2019 Senior Notes, the exercise price of all then outstanding options and warrants, and the number of shares
reserved for future issuance pursuant to our equity compensation plans were all adjusted proportionately in connection with the
reverse stock split. All share and per share amounts and conversion and exercise prices presented herein have been adjusted
retroactively to reflect this change.
Going Concern and Management's PlansGoing Concern and Management’s
Plans Our condensed consolidated
financial statements have been prepared using U.S. GAAP and are based on the assumption that we will continue as a going concern,
which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We face certain risks
and uncertainties that are present in many emerging pharmaceutical company regarding product development and commercialization,
limited working capital, recurring losses and negative cash flow from operations, future profitability, ability to obtain future
capital, protection of patents, technologies and property rights, competition, rapid technological change, navigating the domestic
and major foreign markets’ regulatory and clinical environment, recruiting and retaining key personnel, dependence on third
party manufacturing organizations, third party collaboration and licensing agreements, lack of sales and marketing activities.
We currently have no customers or pharmaceutical products to sell or distribute. These risks and other factors raise substantial
doubt about our ability to continue as a going concern. We have relied primarily
on private placements with a small group of accredited investors to finance our business and operations. As described in more detail
below, we entered into two line of credit agreements last year with related parties providing a revolving commitment of an aggregate
of up to $1.4 million. We have not had any revenue since our inception. We are looking at ways to add a revenue stream to offset
some of our expenses but do not currently have any revenue under contract or any immediate sales prospects. At June 30, 2020, we
had an accumulated deficit of $12.6 million, and during the six months ended June 30, 2020, we incurred a net loss of $1,607,750
and used $897,029 in net cash from operating activities from continuing operations. At June 30, 2020, we had cash and cash equivalents
totaling $452,654. On September 20, 2019,
we entered into two separate Line of Credit Agreements (“LOC Agreements”) to borrow up to $700,000 with current stockholders
and related parties: DKBK Enterprises, LLC (“DKBK”) and CorLyst, LLC (“CorLyst”) ($1.4 million total).
Under the LOC Agreements, all funds borrowed bear an 8% annual interest rate. The lenders have the right to convert all or any
portion of the debt and interest into shares of our common stock. Our Chief Executive Officer (CEO) is also the CEO and Managing
Member of both lenders. DKBK directly holds 16,166 shares of our common stock, less than 1% of our outstanding common stock, and
CorLyst beneficially owns 1,095,649 shares, representing 19.8% of our outstanding common stock. In April and June 2020, we drew
$500,000 under the LOC Agreement with DKBK. On July 21, 2020, we drew an additional $200,000, bringing the total amount drawn under
the LOC Agreement with DKBK to $700,000. In December 2019,
we closed our bridge financing and issued $805,000 of 2019 Senior Notes to accredited investors. In order to preserve cash, in
August 2019 we began delaying some cash outflows, primarily through the deferred payment of certain salaries ($210,800 has been
included in accrued expenses at June 30, 2020) until such time as we have raised sufficient funding. In May 2020, we entered
into a promissory note in favor of the Bank of America under the Small Business Administration Paycheck Protection Program of the
Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) for a $162,459 loan (“the PPP Loan”).
We plan to use the loan proceeds for payroll costs, rent and utilities in accordance with the relevant terms and conditions of
the CARES Act. We have begun the process
of raising capital in an underwritten public offering, however, we have faced delays due to the global pandemic caused by the novel
coronavirus, COVID-19. Based on our current plan, we will need to raise additional capital to fund our future operations. While
we believe our current resources are adequate to complete the closeout of our current Phase 2A trial for NL, we do not currently
have resources to conduct other future trials, such as the Phase 2B clinical trial approved by the FDA, or to develop our other
drug candidates without raising additional capital. We believe that our existing cash and LOC Agreements will enable us to fund
our operating expenses and capital expenditure requirements through the end of 2020. Additional funding may
not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have to
delay, reduce the scope of, or suspend our current or future clinical trial plans, or research and development programs. We may
seek to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, collaborations,
strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional
capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements
with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams, research programs
or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through public
or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities
may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital
through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring
additional debt, making capital expenditures or declaring dividends. Uncertainty concerning
our ability to continue as a going concern may hinder our ability to obtain future financing. Continued operations and our ability
to continue as a going concern are dependent on our ability to obtain additional funding in the future and thereafter, and no assurances
can be given that such funding will be available at all, in a sufficient amount, or on reasonable terms. Without additional funds
from debt or equity financing, sales of assets, sales or out-licenses of intellectual property or technologies, or other transactions
providing funds, we will rapidly exhaust our resources and be unable to continue operations. Absent additional funding, we believe
that our cash and cash equivalents will not be sufficient to fund our operations for a period of one year or more after the date
that these condensed consolidated financial statements are available to be issued based on the timing and amount of our projected
net loss from continuing operations and cash to be used in operating activities during that period of time. As a result, substantial
doubt exists about our ability to continue as a going concern within one year after the date that these condensed consolidated
financial statements are available to be issued. The accompanying condensed consolidated financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and classification of recorded assets, or the amounts
and classification of liabilities that might be different should we be unable to continue as a going concern based on the outcome
of these uncertainties described above.
Use of EstimatesUse of Estimates In preparing our condensed
consolidated financial statements and related disclosures in conformity with GAAP and pursuant to the rules and regulations of
the SEC, we make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying
notes. Estimates are used for, but not limited to: stock-based compensation, determining the fair value of acquired assets and
assumed liabilities, intangible assets, and income taxes. These estimates and assumptions are continuously evaluated and are based
on management’s experience and knowledge of the relevant facts and circumstances. While we believe the estimates to be reasonable,
actual results could differ materially from those estimates and could impact future results of operations and cash flows.
Use of Estimates In preparing our consolidated
financial statements and related disclosures in conformity with U.S. GAAP and pursuant to the rules and regulations of the SEC,
we make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes.
Estimates are used for, but not limited to stock-based compensation, determining the fair value of acquired assets and assumed
liabilities, intangible assets, and income taxes. These estimates and assumptions are continuously evaluated and are based on management’s
experience and knowledge of the relevant facts and circumstances. While we believe the estimates to be reasonable, actual results
could differ materially from those estimates and could impact future results of operations and cash flows.
Cash and Cash EquivalentsCash and Cash Equivalents Cash and cash equivalents
include cash on hand and money market funds. We consider all highly liquid investments with a maturity at the date of purchase
of three months or less to be cash equivalents.
Property and EquipmentProperty and Equipment Property is stated at
cost, less accumulated depreciation. Costs of renewals and improvements that extend the useful lives of the assets are capitalized.
Expenditures for maintenance and routine repairs are charged to expense as incurred. Depreciation is recognized on a straight-line
basis over the estimated useful lives of the assets, which generally range from 3 to 5 years. We amortize leasehold improvements
over the shorter of the estimated useful life of the asset or the term of the related lease. Upon retirement or disposition of
assets, the costs and related accumulated depreciation are removed from the accounts with the resulting net gain or loss, if any,
reflected in the consolidated statement of operations.
Intangible AssetsIntangible Assets Intangible assets acquired
individually or with a group of other assets from others (other than in a business combination) are recognized at cost, including
transaction costs, and allocated to the individual assets acquired based on relative fair values and no goodwill is recognized.
Cost is measured based on cash consideration paid. If consideration given is in the form of non-cash assets, liabilities incurred,
or equity interests issued, measurement of cost is based on either the fair value of the consideration given or the fair value
of the assets (or net assets) acquired, whichever is more clearly evident and more reliably measurable. Costs of internally developing,
maintaining or restoring intangible assets that are not specifically identifiable, have indeterminate lives or are inherent in
a continuing business are expensed as incurred. Intangible assets purchased
from others for use in research and development activities and that have alternative future uses (in research and development projects
or otherwise) are capitalized in accordance with ASC Topic 350, Intangibles – Goodwill and Other. Intangibles with a finite
useful life are amortized using the straight-line method unless the pattern in which the economic benefits of the intangible assets
are consumed or used up are reliably determinable. The useful life is the best estimate of the period over which the asset is expected
to contribute directly or indirectly to our future cash flows. The useful life is based on the duration of the expected use of
the asset by us and the legal, regulatory or contractual provisions that constrain the useful life and future cash flows of the
asset, including regulatory acceptance and approval, obsolescence, demand, competition and other economic factors. We evaluate
the remaining useful life of intangible assets each reporting period to determine whether any revision to the remaining useful
life is required. If the remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized
prospectively over the revised remaining useful life. If an income approach is used to measure the fair value of an intangible
asset, we consider the period of expected cash flows used to measure the fair value of the intangible asset, adjusted as appropriate
for company-specific factors discussed above, to determine the useful life for amortization purposes. If no regulatory, contractual,
competitive, economic or other factors limit the useful life of the intangible to us, the useful life is considered indefinite.
Intangibles with an indefinite useful life are not amortized until its useful life is determined to be no longer indefinite. If
the useful life is determined to be finite, the intangible is tested for impairment and the carrying amount is amortized over the
remaining useful life in accordance with intangibles subject to amortization. Indefinite-lived intangibles are tested for impairment
annually and more frequently if events or circumstances indicate that it is more-likely-than-not that the asset is impaired.
Intangible Assets Intangible assets acquired
individually or with a group of other assets from others (other than in a business combination) are recognized at cost, including
transaction costs, and allocated to the individual assets acquired based on relative fair values and no goodwill is recognized.
Cost is measured based on cash consideration paid. If consideration given is in the form of non-cash assets, liabilities incurred,
or equity interests issued, measurement of cost is based on either the fair value of the consideration given or the fair value
of the assets (or net assets) acquired, whichever is more clearly evident and more reliably measurable. Costs of internally developing,
maintaining or restoring intangible assets that are not specifically identifiable, have indeterminate lives or are inherent in
a continuing business are expensed as incurred. Intangible assets purchased
from others for use in research and development activities and that have alternative future uses (in research and development projects
or otherwise) are capitalized in accordance with ASC Topic 350, Intangibles – Goodwill and Other. Intangibles with a finite
useful life are amortized using the straight-line method unless the pattern in which the economic benefits of the intangible assets
are consumed or used up are reliably determinable. The useful life is the best estimate of the period over which the asset is expected
to contribute directly or indirectly to our future cash flows. The useful life is based on the duration of the expected use of
the asset by us and the legal, regulatory or contractual provisions that constrain the useful life and future cash flows of the
asset, including regulatory acceptance and approval, obsolescence, demand, competition and other economic factors. We evaluate
the remaining useful life of intangible assets each reporting period to determine whether any revision to the remaining useful
life is required. If the remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized
prospectively over the revised remaining useful life. If an income approach is used to measure the fair value of an intangible
asset, we consider the period of expected cash flows used to measure the fair value of the intangible asset, adjusted as appropriate
for company-specific factors discussed above, to determine the useful life for amortization purposes. If no regulatory, contractual,
competitive, economic or other factors limit the useful life of the intangible to us, the useful life is considered indefinite.
Intangibles with an indefinite useful life are not amortized until its useful life is determined to be no longer indefinite. If
the useful life is determined to be finite, the intangible is tested for impairment and the carrying amount is amortized over the
remaining useful life in accordance with intangibles subject to amortization. Indefinite-lived intangibles are tested for impairment
annually and more frequently if events or circumstances indicate that it is more-likely-than-not that the asset is impaired.
Impairment of Long-Lived Assets and Intangibles Other Than GoodwillImpairment of Long-Lived Assets and Intangibles
Other Than Goodwill We account for the impairment
of long-lived assets in accordance with ASC 360 , Property, Plant and Equipment Intangibles –
Goodwill and Other,
Impairment of Long-Lived Assets and Intangibles
Other Than Goodwill We account for the impairment
of long-lived assets in accordance with ASC 360 , Property, Plant and Equipment Intangibles –
Goodwill and Other,
Fair Value Measurements and DisclosureFair Value Measurements and Disclosure We apply ASC 820, Fair
Value Measurements and Disclosures Fair value is a market-based
measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier
fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 – Quoted market prices
(unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement
date. Level 2 – Quoted market prices
for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that
are not active, or other inputs that are observable, either directly or indirectly. Fair value determined through the use of models
or other valuation methodologies. Level 3 – Significant unobservable
inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s
own assumptions utilizing the best information available and includes situations where there is little market activity for the
asset or liability. The asset’s or liability’s
fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair
value measurement. Our policy is to recognize transfers between levels of the fair value hierarchy in the period the event or change
in circumstances that caused the transfer. There were no transfers into or out of Level 1, 2, or 3 during the periods presented.
Stock-based CompensationStock-based Compensation Stock-based compensation
expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, Compensation-Stock
Compensation
Stock-based Compensation Stock-based compensation
expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, Compensation-Stock
Compensation
Net Loss Per ShareNet Loss Per Share Basic loss per share is
computed by dividing our net loss available to common stockholders by the weighted average number of shares of common stock outstanding
during the year. Diluted loss per share is computed by dividing our net loss available to common stockholders by the diluted weighted
average number of shares of common stock during the period. Since we experienced a net loss for both periods presented, basic and
diluted net loss per share are the same. As such, diluted loss per share for the six months ended June 30, 2020 and 2019 excludes
the impact of 740,899 and 719,083 potentially dilutive common stock, respectively, related to outstanding stock options and warrants
and the conversion of our 2017 and 2019 Senior Notes since those shares would have an anti-dilutive effect on loss per share.
Net Loss Per Share Basic loss per share is
computed by dividing our net loss available to common stockholders by the weighted average number of shares of common stock outstanding
during the period. Diluted loss per share is computed by dividing our net loss available to common stockholders by the diluted
weighted average number of shares of common stock during the period. Since we experienced a net loss for all periods presented,
basic and diluted net loss per share are the same. As such, diluted loss per share for the years ended December 31, 2019 and 2018
excludes the impact of potentially dilutive common stock related to outstanding stock options and warrants and the conversion of
our 2017 and 2019 Senior Notes since those shares would have an anti-dilutive effect on loss per share. As more fully described
in Note 11, we have determined the sale of the 2019 Senior Notes in late 2019 triggered the full ratchet anti-dilution provision
of the common stock we sold in 2018 Private Placement Transactions. For purposes of computing our basic and diluted EPS, we increased
our net loss available for common stockholders by the fair value of the additional shares to be issued since they did not affect
all our common stockholders equally and there are no contingencies related to the issuance of these shares. We also included the
related shares which will be issued in 2020 in our weighted number of shares of common stock outstanding. Our diluted net loss per
share for the years ended December 31, 2019 and 2018 excluded 715,452, and 588,586 of potentially dilutive common stock, respectively,
related to the conversion of our Senior Notes and outstanding stock options and warrants since those shares would have had an anti-dilutive
effect on loss per share during the years then ended.
SegmentsSegments We operate in one segment.
Management uses one measurement of profitability and does not segregate its business for internal reporting. All our assets are
located within the United States.
Fair Value of Financial InstrumentsFair Value of Financial Instruments The carrying amounts of
cash and cash equivalents, accounts receivable, accounts payable and the senior convertible notes approximate fair value because
of the short-term maturity of these instruments, including the mandatory conversion of the Senior Notes into our common stock upon
meeting certain conditions.
Debt Issuance CostsDebt Issuance Costs We recognized the debt
issuance costs incurred related to our 2017 and 2019 Senior Notes as a reduction of the carrying amount of the 2017 and 2019 Senior
Notes on the face of the consolidated balance sheet. The debt issuance costs are amortized to interest expense using the straight-line
method over the term of the 2019 Senior Notes and the interest method over the term of the 2017 Senior Notes.
Research and DevelopmentResearch and development Research and development
costs are expensed as incurred and consisted of direct and overhead-related expenses. Research and development costs totaled $2,320,573
and $3,085,317 for the years ended December 31, 2019 and 2018, respectively. Expenditures to acquire technologies, including licenses,
which are utilized in research and development and that have no alternative future use are expensed when incurred. Technology we
develop for use in our products is expensed as incurred until technological feasibility has been established after which it is
capitalized and depreciated. No research and development costs were capitalized during the years ended December 31, 2019 and 2018.
Income TaxesIncome Taxes As a result of our reverse
acquisition merger, there was an ownership change as defined by Internal Revenue Code Section 382. Prior to the closing of the
transaction, Promet was treated as a partnership for federal income tax purposes and thus was not subject to income taxes at the
entity level, and no provision or liability for income taxes has been included in the consolidated financial statements through
October 4, 2017. In addition, Promet determined that it was not required to record a liability related to uncertain tax positions
as a result of the requirements of ASC 740-10-25 Income Taxes We account for uncertain
tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, we recognize the tax benefit from
an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by the taxing
authorities, based on the technical merits of the position. Estimated interest and penalties related to uncertain tax positions
are included as a component of interest expense and general and administrative expense, respectively. We had no unrecognized tax
benefits or uncertain tax positions for any periods presented. On December 22, 2017,
the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law. In December 2017, the SEC issued Staff Accounting Bulletin
118 (“SAB 118”) to provide clarification in implementing the TCJA when registrants do not have the necessary information
available to complete the accounting for an element of the TCJA in the period of its enactment. SAB 118 provides for tax amounts
to be classified as provisional and subject to remeasurement for up to one year from the enactment date for such elements when
the accounting effect is not complete but can be reasonably estimated. We considered our estimates of the tax effects of the TCJA
on the components of our tax provision to be reasonable and no provisional estimates subject to remeasurement were necessary to
complete the accounting. We file U.S. federal income
and California and Maryland state tax returns. There are currently no income tax examinations underway for these jurisdictions.
However, tax years from and including 2016 remain open for examination by federal and state income tax authorities.
Recent Accounting PronouncementsRecent Accounting Pronouncements From time to time, the
Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements.
Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”).
We have implemented all new accounting pronouncements that are in effect and that may impact our consolidated financial statements.
We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position
or results of operations.
Recent Accounting Pronouncements From time to time, the
Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements.
Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”).
We have implemented all new accounting pronouncements that are in effect and that may impact our consolidated financial statements.
We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position
or results of operations.
Recently Adopted Accounting PronouncementsRecently adopted accounting pronouncements In July 2017, the FASB
issued Accounting Standards Update 2017-11 (ASU 2017-11), which allows companies to exclude a down round feature when determining
whether a financial instrument is considered indexed to the entity’s own stock. As a result, financial instruments with round
down features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated.
For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the
round down, when triggered, as a dividend and a reduction of income available to common stockholders in computing basic earnings
per share. The guidance in ASU 2017-11 is effective for fiscal year beginning after December 15, 2018, and interim periods within
those fiscal years. We early adopted ASU 2017-11 effective January 1, 2018 without a material impact on our consolidated financial
statements. On January 1, 2019, we
adopted Accounting Standards Codification (ASC) 842, Leases The adoption of the new
guidance did not have a material impact on the consolidated statement of operations. For further details regarding the adoption
of this standard, see Note 12, “Operating Leases.”

Acquisition (Tables)

Acquisition (Tables)12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]
Schedule of Identifiable Assets and LiabilitiesThe net recognized value
of Heatwurx identifiable assets and liabilities included the following:
Cash $ 6,280
Accounts payable (26,098 )
Accrued expenses (17,932 )
Net liabilities assumed $ (37,750 )

Intangible Assets (Tables)

Intangible Assets (Tables)6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Intangible AssetsIntangible assets at June
30, 2020 and December 31, 2019 consisted of the following:
June 30, 2020 December 31, 2019
Gross intangible assets $ 11,059,429 $ 11,059,429
Less: accumulated amortization (1,814,639 ) (1,416,975 )
Total intangible assets, net $ 9,244,790 $ 9,642,454
Our intangible assets
consist of the following at December 31, 2019:
License Rights Software December 31,
to PCS499 License 2019
Gross intangible assets $ 11,038,929 $ 20,500 $ 11,059,429
Less: accumulated amortization (1,405,301 ) (11,674 ) (1,416,975 )
Total intangible assets, net $ 9,633,628 $ 8,826 $ 9,642,454 Our intangible assets
consist of the following at December 31, 2018:
License Rights Software December 31,
to PCS499 License 2018
Gross intangible assets $ 11,038,929 $ 20,500 $ 11,059,429
Less: accumulated amortization (616,807 ) (4,840 ) (621,647 )
Total intangible assets, net $ 10,422,122 $ 15,660 $ 10,437,782

Notes Payable (Tables)

Notes Payable (Tables)12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]
Schedule of Senior Convertible NotesThe balance of our Senior
Convertible Notes at December 31, 2019 and 2018 was as follows:
2019 2018
2019 Senior Notes $ 805,000 $ -
2017 Senior Notes - 230,000
Less: Unamortized debt issuance costs (2,497 ) -
Balance 802,503 230,000
Current portion (802,503 ) (230,000 )
Long term portion $ - $ -

Income Taxes (Tables)

Income Taxes (Tables)12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of Provision for Income TaxesOur provision (benefit)
for income taxes for the years ended December 31, 2019 and 2018 was as follows:
Year Ended December 31,
2019 2018
Current:
Federal $ - $ -
State - -
Total deferred tax benefit - -
Deferred:
Federal (1,037,267 ) (940,510 )
State (234,033 ) (292,047 )
Total deferred tax benefit (1,271,300 ) (1,232,557 )
Valuation allowance 668,584 329,756
Net deferred tax benefit (602,716 ) (902,801 )
Total tax provision (benefit) $ (602,716 ) $ (902,801 )
Schedule of Effective Income Tax Rate ReconciliationA reconciliation of our
effective income tax rate and statutory income tax rate for the years ended December 31, 2019 and 2018 is as follows:
Year Ended December 31,
2019 2018
Federal statutory income tax rate 21.00 % 21.00 %
State tax rate, net 3.60 % 4.58 %
Permanent differences (1.96 )% (0.90 )%
Federal orphan drug tax credit 7.15 % - %
Deferred tax asset valuation allowance (14.57 )% (5.33 )%
Effective income tax rate 15.22 % 19.35 %
Schedule of Deferred Tax AssetsThe significant components
of our deferred tax assets and liabilities for Federal and state income taxes consisted of the following:
December 31,
2019 2018
Deferred tax assets:
Non-current:
Net operating loss carry forward – Federal $ 854,196 $ 559,817
Net operating loss carry forward – State 265,106 173,743
Deferred rent - 2,742
Stock option expense 72,504 20,380
Depreciation 8,753 4,549
Federal orphan drug credits 283,189 -
Start-up expenditures and amortization 800,681 468,872
Total non-current deferred tax assets 2,284,429 1,230,103
Valuation allowance for deferred tax assets (1,165,126 ) (496,542 )
Total deferred tax assets 1,119,303 733,561
Deferred Tax Liabilities:
Non-current:
Intangible asset (2,650,933 ) (2,867,907 )
Total non-current deferred tax liabilities (2,650,933 ) (2,867,907 )
Total deferred tax asset (liability) $ (1,531,630 ) $ (2,134,346 )

Stock-based Compensation (Table

Stock-based Compensation (Tables)12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Schedule of Allocation of Stock-based Compensation ExpenseThe allocation of stock-based
compensation expense between research and development and general and administrative expense was as follows:
Year ended
December 31,
2019 2018
Research and Development $ 113,239 $ -
General and Administrative 397,239 74,063
Total $ 510,478 $ 74,063
Schedule of Stock Option Valuation AssumptionThe fair value of our
option awards granted during the year ended December 31, 2019 and 2018 was estimated using the following assumptions:
2019 2018
Average risk-free rate of interest 1.85 % 3.09 %
Expected term (years) 3.75 to 5.00 5.00 to 6.25
Expected stock price volatility 81.77 % 85.31 %
Dividend yield 0 % 0 %
Schedule of Stock OptionThe following table summarizes
our stock option activity for the years ended December 31, 2019 and 2018:
Total options Outstanding Weighted average exercise price Weighted average remaining contractual life (in years)
Outstanding as of January 1, 2018 - - -
Options granted 54,915 20.45 9.8
Exercised - - -
Forfeited - - -
Outstanding as of December 31, 2018 54,915 $ 20.45 9.8
Options granted 129,919 16.80 4.5
Exercised - - -
Forfeited (7,872 ) 16.80 4.5
Outstanding as of December 31, 2019 176,962 17.93 5.8
Exercisable (vested) at December 31, 2019 29,655 18.53 6.9

Leases (Tables)

Leases (Tables)6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Leases [Abstract]
Schedule of Weighted Average Remaining Lease Terms and Discount Rate for Operating LeasesThe weighted average remaining
lease terms and discount rate for our operating leases were as follows at June 30, 2020:
Weighted average remaining lease term (years) for our facility and equipment leases 2.23
Weighted average discount rate for our facility and equipment leases 8.00 %
The weighted average remaining
lease terms and discount rate for our operating leases were as follows at December 31, 2019:
Weighted average remaining lease term (years) for our facility and equipment leases 2.7
Weighted average discount rate for our facility and equipment leases 8 %
Schedule of Maturities of Lease Liabilities for All Operating LeasesMaturities of our lease
liabilities for all operating leases were as follows as of June 30, 2020:
2020 $ 45,869
2021 90,495
2022 69,741
Total lease payments 206,105
Less: Interest (19,543 )
Present value of lease liabilities 186,562
Less: current maturities (71,967 )
Non-current lease liability $ 114,595
Maturities of our lease
liabilities for all operating leases were as follows as of December 31, 2019:
2020 $ 92,603
2021 90,495
2022 69,741
Total lease payments 252,839
Less: Interest (27,457 )
Present value of lease liabilities 225,382
Less: current maturities (77,992 )
Non-current lease liability $ 147,390

Net Loss Per Share of Common _2

Net Loss Per Share of Common Stock (Tables)6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Earnings Per Share [Abstract]
Schedule of Net Loss Per Share Basic and DilutedThe computation of net
loss per share for the six months ended June 30, 2020 and 2019 was as follows:
Six months ended June 30,
2020 2019
Basic and diluted net loss per share:
Net loss $ (1,607,750 ) $ (1,719,910 )
Weighted average number of common stock-basic and diluted 5,515,447 5,524,895
Basic and diluted net loss per share $ (0.29 ) $ (0.31 )
The computation of net
loss per share for the year ended December 31, 2019 and 2018 was as follows:
2019 2018
Basic and diluted net loss per share:
Net loss $ (3,357,876 ) $ (3,765,047 )
Deemed dividend related to the triggering of the full ratchet anti-dilution provision at fair value (506,993 ) -
Net loss available to common stockholders (3,864,869 ) (3,765,047 )
Weighted-average number of common stock-basic and diluted 5,525,635 5,332,141
Basic and diluted net loss per share $ (0.70 ) $ (0.71 )
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per ShareThe following potentially
dilutive securities were excluded from the computation of diluted net income per share as their effect would have been anti-dilutive
for the periods presented.
2020 2019
Stock options and purchase warrants 646,938 700,976
Senior convertible notes and LOC, plus related accrued interest 93,961 18,107
740,899 719,083
The outstanding options
and warrants to purchase common stock and the shares issuable under the 2017 and 2019 Senior Notes were excluded from the computation
of diluted net income per share as their effect would have been anti-dilutive for the periods are presented below:
2019 2018
Stock options and purchase warrants 654,569 571,055
Senior convertible notes 60,883 17,531

Organization and Summary of S_3

Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)Jul. 21, 2020Dec. 31, 2019Sep. 20, 2019May 31, 2020Jun. 30, 2020Mar. 31, 2020Jun. 30, 2019Mar. 31, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Accumulated deficit $ (10,982,010) $ (12,589,760) $ (12,589,760) $ (10,982,010) $ (7,624,134)
Net loss(733,414) $ (874,336) $ (969,078) $ (750,832)(1,607,750) $ (1,719,910)(3,357,876)(3,765,047)
Net cash used in operating activities(897,029) $ (1,414,903)(2,750,145)(3,707,914)
Cash and cash equivalents691,536 452,654 452,654 691,536 1,740,961
Proceeds from sale of convertible notes $ 805,000
Accrued expenses $ 210,800 $ 210,800
Potentially dilutive common shares740,899 719,083 715,452 588,586
2019 Senior Notes [Member]
Proceeds from sale of convertible notes805,000 $ 805,000
DKBK Enterprises, LLC [Member]
Number of common stock shares owned16,166
DKBK Enterprises, LLC [Member] | Maximum [Member]
Outstanding shares of common stock percentage1.00%1.00%
Corlyst [Member]
Outstanding shares of common stock percentage19.80%19.80%
Number of common stock shares owned1,095,649
Two LOC Agreements [Member] | Related Parties [Member]
Revolving line of credit commitment $ 1,400,000 $ 1,400,000
Two LOC Agreements [Member] | Lenders [Member]
Revolving line of credit commitment $ 1,400,000
Line of credit, interest percentage8.00%
LOC Agreements [Member] | DKBK Enterprises, LLC [Member]
Revolving line of credit commitment $ 700,000
Line of credit, additional drawn value $ 500,000 $ 500,000
LOC Agreements [Member] | DKBK Enterprises, LLC [Member] | Subsequent Event [Member]
Line of credit, additional drawn value $ 200,000
Line of credit, total drawn value $ 700,000
LOC Agreements [Member] | CorLyst, LLC [Member]
Revolving line of credit commitment $ 700,000
PPP Loan [Member]
Proceeds from loans $ 162,459

Going Concern and Management'_2

Going Concern and Management's Plans (Details Narrative) (10-K) - USD ($)Dec. 31, 2019Sep. 30, 2019Sep. 20, 2019May 25, 2018Jun. 30, 2020Mar. 31, 2020Jun. 30, 2019Mar. 31, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Accumulated deficit $ (10,982,010) $ (12,589,760) $ (12,589,760) $ (10,982,010) $ (7,624,134)
Net loss $ (733,414) $ (874,336) $ (969,078) $ (750,832)(1,607,750) $ (1,719,910)(3,357,876)(3,765,047)
Net cash used in operating activities $ (897,029) $ (1,414,903) $ (2,750,145) $ (3,707,914)
Debt instrument, conversion price per share $ 14.28 $ 14.28
Warrants to purchase shares of common stock56,350 56,350
Common stock, forfeited7,872
Proceeds from sale of convertible notes $ 805,000
Accrued salary $ 122,175 $ 122,175
2019 Senior Notes [Member]
Debt instrument, conversion price per share $ 14.28 $ 14.28
Warrants to purchase shares of common stock70 70
Proceeds from sale of convertible notes $ 805,000 $ 805,000
Accredited Investors [Member] | 2019 Senior Notes [Member]
Proceeds from sale of convertible notes $ 805,000
Two LOC Agreements [Member] | Lenders [Member]
Maximum revolving line of credit $ 1,400,000
Line of credit, interest percentage8.00%
Debt instrument, conversion price per share $ 14.28
Debt instrument, conversion termsUnder the LOC Agreements, all funds borrowed bear interest at an annual rate of 8%. The promissory notes issued in connection with the LOC Agreements provide that the Lenders have the right to convert all or any portion of the principal and accrued and unpaid interest into our common stock on the same terms as our 2019 Senior Convertible Notes. Therefore, the Lenders may convert the outstanding debt under the LOC Agreements into our common stock at a conversion price equal to the lower of (i) $14.28 per share, (ii) a price per share equal to a 10% discount to the pre-money valuation of an equity sale of the Company's common stock for cash, or (iii) at an adjusted price; all as more particularly described in the 2019 Senior Convertible Notes. Our CEO is also the CEO and Managing Member of both Lenders. CorLyst beneficially owns 996,376 shares of Processa common stock, representing approximately 17.8% of the Company's outstanding shares of voting capital stock.
LOC Agreements [Member] | DKBK Enterprises, LLC [Member]
Maximum revolving line of credit $ 700,000
LOC Agreements [Member] | CorLyst, LLC [Member]
Maximum revolving line of credit $ 700,000
Common stock beneficially owned, shares1,073,050
Equity method investment, ownership percentage19.60%
Pledge Agreement [Member] | PoC Capital [Member]
Maximum revolving line of credit $ 900,000 $ 1,800,000
Common stock, forfeited56,640
Warrants, forfeited56,640
PoC Capital, LLC [Member]
Number of common stock issued113,280
Warrants to purchase shares of common stock113,280

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($)Dec. 23, 2019Jun. 30, 2020Jun. 30, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018Jun. 25, 2020Jun. 24, 2020Aug. 31, 2019Jan. 02, 2019Mar. 19, 2018Oct. 04, 2017
Reverse stock split, description1-for-7 reverse stock split
Common stock, shares outstanding38,404,530 5,514,447 5,514,447 5,486,476 5,525,009 5,039,033 5,039,033
Common stock, shares authorized30,000,000 30,000,000 100,000,000 350,000,000 30,000,000 100,000,000 10,000,000
Preferred stock, shares authorized1,000,000 10,000,000 1,000,000
Potentially dilutive common shares740,899 719,083 715,452 588,586
Research and development costs $ 427,109 $ 726,904 $ 928,855 $ 1,211,655 $ 2,320,573 $ 3,085,317
Right of use asset179,591 179,591 219,074
Lease obligations $ 114,595 $ 114,595 $ 147,390
Accounting Standards Update 2016-02 [Member]
Right of use asset $ 293,198
Lease obligations $ 303,161
Minimum [Member]
Estimated useful lives of property plant and equipment3 years
Maximum [Member]
Estimated useful lives of property plant and equipment5 years

Acquisition (Details Narrative)

Acquisition (Details Narrative) (10-K) - USD ($)Oct. 04, 2017Dec. 31, 2018Jun. 30, 2020Dec. 31, 2019Dec. 23, 2019Mar. 19, 2018
Number of shares issued in exchange for license agreement298,615
Common stock shares issued5,039,033 5,525,009 5,514,447 5,486,476 5,039,033
Common stock shares outstanding5,039,033 5,525,009 5,514,447 5,486,476 38,404,530 5,039,033
Promet Therapeutics LLC [Member]
Business acquisition exchange percentage90.00%
Number of shares issued in exchange for net assets4,535,121
Business acquisition acquired value $ 1,017,342
Equity ownership percentage84.00%
Percentage of common stock holdings held for others6.00%
Voting interest90.00%
Promet Therapeutics LLC [Member] | General and Administrative [Member]
Acquisition related transaction costs $ 58,763

Acquisition - Schedule of Ident

Acquisition - Schedule of Identifiable Assets and Liabilities (Details) (10-K)Oct. 04, 2017USD ($)
Business Combinations [Abstract]
Cash $ 6,280
Accounts payable(26,098)
Accrued expenses(17,932)
Net liabilities assumed $ (37,750)

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018Mar. 19, 2018
Amortization expense $ 397,664 $ 397,664 $ 795,328 $ 621,647
Future amortization expense, year one795,000
Future amortization expense, year two $ 788,000
CoNCERT Pharmaceuticals, Inc [Member]
Recognition of deferred tax liability $ 3,037,147
Intangible asset, tax basis1,782
CoNCERT Pharmaceuticals, Inc [Member] | License Rights [Member]
Purchase price8,000,000
Transaction cost1,782
Recognition of deferred tax liability3,037,147
Intangible asset, tax basis $ 1,782

Intangible Assets (Details Na_2

Intangible Assets (Details Narrative) (10-K) - USD ($)Mar. 19, 2018Oct. 04, 2017Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018Dec. 23, 2019
Number of shares acquired in exchange for common stock 298,615
Common stock shares issued5,039,033 5,039,033 5,514,447 5,486,476 5,525,009
Common stock shares outstanding5,039,033 5,039,033 5,514,447 5,486,476 5,525,009 38,404,530
Amortization expense $ 397,664 $ 397,664 $ 795,328 $ 621,647
Future amortization expense, thereafter788,000
Product Concentration Risk [Member] | Sub License [Member]
Sales percentage10.00%
CoNCERT Pharmaceuticals, Inc [Member]
Capitalized cost $ 11,038,929
Recognition of deferred tax liability3,037,147
Intangible asset, tax basis $ 1,782
Number of shares acquired in exchange for common stock298,615
Shares acquired price per share $ 26.79
Fair value of intangible asset received in exchange for common stock $ 8,000,000
Sublicense royalty percentage15.00%
Sales percentage descriptionWe will pay the greater of (i) 6% or (ii) 50% of all payment received by us with respect to such sublicencee. We will also pay 15% of any sublicense revenue earned by us for a period equivalent to the royalty term (as defined in the CoNCERT Agreement) until the earliest of (a) our raising $8 million of gross proceeds and (b) CoNCERT being able to sell its shares of our common stock without restrictions pursuant to the terms of the amended Agreement.
CoNCERT Pharmaceuticals, Inc [Member] | Category 1 [Member] | Maximum [Member]
Amount of sales limit $ 100,000,000
CoNCERT Pharmaceuticals, Inc [Member] | Category 1 [Member] | Product Concentration Risk [Member]
Sales percentage4.00%
CoNCERT Pharmaceuticals, Inc [Member] | Category 2 [Member] | Maximum [Member]
Amount of sales limit $ 500,000,000
CoNCERT Pharmaceuticals, Inc [Member] | Category 2 [Member] | Minimum [Member]
Amount of sales limit $ 100,000,000
CoNCERT Pharmaceuticals, Inc [Member] | Category 2 [Member] | Product Concentration Risk [Member]
Sales percentage5.00%
CoNCERT Pharmaceuticals, Inc [Member] | Category 3 [Member] | Maximum [Member]
Amount of sales limit $ 1,000,000,000
CoNCERT Pharmaceuticals, Inc [Member] | Category 3 [Member] | Minimum [Member]
Amount of sales limit $ 500,000,000
CoNCERT Pharmaceuticals, Inc [Member] | Category 3 [Member] | Product Concentration Risk [Member]
Sales percentage6.00%
CoNCERT Pharmaceuticals, Inc [Member] | Category 4 [Member] | Minimum [Member]
Amount of sales limit $ 1,000,000,000
CoNCERT Pharmaceuticals, Inc [Member] | Category 4 [Member] | Product Concentration Risk [Member]
Sales percentage10.00%
Software License [Member]
Capitalized cost $ 20,500

Intangible Assets - Summary of

Intangible Assets - Summary of Intangible Assets (Details) - USD ($)Jun. 30, 2020Dec. 31, 2019Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Gross intangible assets $ 11,059,429 $ 11,059,429 $ 11,059,429
Less: accumulated amortization(1,814,639)(1,416,975)(621,647)
Total intangible assets, net $ 9,244,790 $ 9,642,454 $ 10,437,782

Intangible Assets - Summary o_2

Intangible Assets - Summary of Intangible Assets (Details) (10-K) - USD ($)Jun. 30, 2020Dec. 31, 2019Dec. 31, 2018
Gross intangible assets $ 11,059,429 $ 11,059,429 $ 11,059,429
Less: Accumulated amortization(1,814,639)(1,416,975)(621,647)
Total intangible assets, net $ 9,244,790 9,642,454 10,437,782
License Rights To PCS 499 [Member]
Gross intangible assets11,038,929 11,038,929
Less: Accumulated amortization(1,405,301)(616,807)
Total intangible assets, net9,633,628 10,422,122
Software License [Member]
Gross intangible assets20,500 20,500
Less: Accumulated amortization(11,674)(4,840)
Total intangible assets, net $ 8,826 $ 15,660

License Agreement for PCS100 (D

License Agreement for PCS100 (Details Narrative) (10-K) - USD ($)Aug. 29, 2019Jun. 30, 2020Jun. 30, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Research and development cost $ 427,109 $ 726,904 $ 928,855 $ 1,211,655 $ 2,320,573 $ 3,085,317
License Agreement [Member] | Akashi [Member]
Research and development cost $ 10,000
Maximum payment per milestone $ 3,000,000
Milestone payments descriptionAs additional consideration, we will pay Akashi development and regulatory milestone payments (up to $3.0 million per milestone) upon the achievement of certain milestones, which primarily consist of having a drug indication approved by a regulatory authority in the United States or another country. In addition, we must pay Akashi one-time sales milestone payments based on the achievement during a calendar year of one or more thresholds for annual sales for products made and pay royalties based on annual licensing sales. Due to the early stage of PCS100, it is not possible to determine if any of the development or sales milestones will be achieved and no amounts have been accrued related to these contingent payments. We are also required to split any milestone payments we receive with Akashi based on any sub-license agreement we may enter into.

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) (10-K) - USD ($)Dec. 31, 2019Sep. 20, 2019Jul. 02, 2019May 25, 2018Jun. 30, 2020Dec. 31, 2019Jun. 30, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018Nov. 30, 2017
Debt conversion price per share $ 14.28 $ 14.28 $ 14.28
Interest expense $ 19,280 $ 6,102 $ 36,450 $ 10,702 $ 36,658 $ 161,205
Amortization of debt issuance costs2,140 1,783 67,069
Proceeds from sale of convertible notes $ 805,000
Warrants to purchase shares of common stock56,350 56,350 56,350
Senior convertible notes, outstanding $ 805,000 805,000 $ 805,000 805,000 $ 805,000
Accrued interest $ 21,902 $ 58,483 $ 21,902 $ 58,483 $ 21,902 20,343
2019 Senior Notes [Member]
Debt conversion price per share $ 14.28 $ 14.28 $ 14.28
Discount percentage10.00%10.00%
Debt interest rate8.00%8.00%8.00%
Debt issuance costs $ 4,280 $ 4,280 $ 4,280
Proceeds from sale of convertible notes805,000 805,000
Debt principal amount $ 1,000 $ 1,000 $ 1,000
Warrants to purchase shares of common stock70 70 70
Warrants exercise price $ 19.04 $ 19.04 $ 19.04
Debt maturity dateDec. 15,
2020
Dec. 19,
2023
Dec. 15,
2020
Senior convertible notes, outstanding $ 805,000 $ 805,000 $ 805,000
CorLyst, LLC [Member]
Number of common stock shares owned1,073,050
Outstanding shares percentage owned19.60%19.60%19.60%
DKBK Enterprises, LLC [Member]
Number of common stock shares owned16,166
Accredited Investors [Member] | 2019 Senior Notes [Member]
Proceeds from sale of convertible notes $ 805,000
Accredited Investors [Member] | 2017 Senior Notes [Member]
Debt conversion price per share $ 14.30
Debt interest rate8.00%
Debt issuance costs $ 154,800
Warrants to purchase shares of common stock172,327
Warrants exercise price $ 17.16
Senior convertible notes, outstanding $ 2,580,000
Conversion of senior notes $ 2,350,000
Accrued interest $ 114,333
Number of common stock issued172,327
Warrants exercise term3 years
Debt effective interest rate, before debt issuance costs7.72%
Debt effective interest rate, including debt issuance costs13.96%
Canadian Investors [Member] | 2017 Senior Notes [Member]
Warrants to purchase shares of common stock18,107
Warrants exercise price $ 17.16
Senior convertible notes, outstanding $ 230,000
Cease trade order fine $ 10,000
Conversion of senior notes230,000
Accrued interest $ 28,930
Number of common stock issued18,107
Warrants exercise term3 years
LOC Agreements [Member] | DKBK Enterprises, LLC [Member]
Revolving line of credit commitment $ 700,000
LOC Agreements [Member] | CorLyst, LLC [Member]
Revolving line of credit commitment700,000
Two LOC Agreements [Member] | Lenders [Member]
Revolving line of credit commitment $ 1,400,000
Line of credit annual interest rate8.00%
Debt conversion price per share $ 14.28
Discount percentage10.00%

Notes Payable - Schedule of Sen

Notes Payable - Schedule of Senior Convertible Notes (Details) (10-K) - USD ($)Jun. 30, 2020Dec. 31, 2019Dec. 31, 2018
Senior Notes $ 805,000 $ 805,000
Balance $ 804,643 802,503 $ 230,000
Senior Convertible Notes [Member]
Less: Unamortized debt issuance costs(2,497)
Balance802,503 230,000
Current portion(802,503)(230,000)
Long term portion
2019 Senior Notes [Member]
Senior Notes805,000
2017 Senior Notes [Member]
Senior Notes $ 230,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative)Mar. 19, 2018USD ($)
Income Tax Disclosure [Abstract]
Deferred tax liability $ 3,037,147
Intangible assets, financial reporting basis11,038,929
Intangible assets, tax basis $ 1,782

Income Taxes (Details Narrati_2

Income Taxes (Details Narrative) (10-K) - USD ($)3 Months Ended6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018Dec. 31, 2017Mar. 19, 2018
Deferred tax liability $ 3,037,147
Intangible assets, financial reporting basis11,038,929
Intangible assets, tax basis $ 1,782
Net operating loss before income tax benefit $ (821,249) $ (1,139,680) $ (1,823,714) $ (2,020,811) $ (3,960,592) $ (4,667,848)
Income tax benefit $ (87,835) $ (170,602) $ (215,964) $ (300,901) $ (602,716)(902,801) $ 259,049
Income tax effected rate amount $ 71,284
Net operating loss carryforward termP20Y
Net operating loss carryforward, expiration date2037
Federal net operating loss carryforward $ 854,196 559,817
Change in valuation of allowance668,584 329,755
Deferred tax asset, start-up expenditures2,909,715 1,703,904
Deferred tax asset, loss carryforwards4,067,602 2,665,796
Deferred tax asset, start-up expenditures, tax effected800,681 468,872
Deferred tax asset, loss carryforwards, tax effected1,119,302 $ 733,560
Tax Cuts and Jobs Act [Member]
Income tax descriptionOn December 22, 2017, the Tax Cuts and Jobs Act of 2017 ("TCJA") was signed into law. Among its provisions, the TCJA reduces the statutory U.S. Corporate income tax rate from 34% to 21% effective January 1, 2018.
Federal [Member]
Net operating loss carryforward1,400,000 $ 2,400,000
Federal net operating loss carryforward4,100,000 2,700,000
Deferred tax loss carryforward6,977,317 4,369,700
Orphan Drug [Member]
Income tax benefit283,189
Deferred tax loss carryforward283,189
General and Administrative [Member]
Income tax benefit1,205,811 1,356,840
Income tax effected rate amount $ 331,809 $ 373,368

Income Taxes - Schedule of Prov

Income Taxes - Schedule of Provision for Income Taxes (Details) (10-K) - USD ($)3 Months Ended6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018Dec. 31, 2017
Income Tax Disclosure [Abstract]
Current, Federal
Current, State
Total current
Deferred, Federal(1,037,267)(940,510)
Deferred, State(234,033)(292,047)
Total deferred tax benefit(1,271,300)(1,232,557)
Valuation allowance668,584 329,756
Net deferred tax benefit(602,716)(902,801)
Total tax provision (benefit) $ (87,835) $ (170,602) $ (215,964) $ (300,901) $ (602,716) $ (902,801) $ 259,049

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (10-K)12 Months Ended
Dec. 31, 2019Dec. 31, 2018
Income Tax Disclosure [Abstract]
Federal statutory income tax rate21.00%21.00%
State tax rate, net3.60%4.58%
Permanent differences(1.96%)(0.90%)
Federal orphan drug tax credit7.15%0.00%
Deferred tax asset valuation allowance(14.57%)(5.33%)
Effective income tax rate15.22%19.35%

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Tax Assets (Details) (10-K) - USD ($)Dec. 31, 2019Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carry forward - Federal $ 854,196 $ 559,817
Net operating loss carry forward - State265,106 173,743
Deferred rent 2,742
Stock option expense72,504 20,380
Depreciation8,753 4,549
Federal orphan drug credits283,189
Start-up expenditures and amortization800,681 468,872
Total non-current deferred tax assets2,284,429 1,230,103
Valuation allowance for deferred tax assets(1,165,126)(496,542)
Total deferred tax assets1,119,303 733,561
Intangible asset(2,650,933)(2,867,907)
Total non-current deferred tax liabilities(2,650,933)(2,867,907)
Total deferred tax asset (liability) $ (1,531,630) $ (2,134,346)

Stock-based Compensation (Detai

Stock-based Compensation (Details Narrative) - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Number of stock option granted to employees or non-employees 129,919 54,915
Number of option to purchase shares169,329
Purchase of common stock shares vested56,853
Stock-based compensation expense $ 192,532 $ 125,035 $ 510,478 $ 74,063
Employees and Non-Employees [Member]
Number of stock option granted to employees or non-employees54,915
Employees and Non-Employees [Member] | 2019 Omnibus Incentive Plan [Member]
Number of stock option granted to employees or non-employees129,919

Stock-based Compensation (Det_2

Stock-based Compensation (Details Narrative) (10-K) - USD ($)Dec. 23, 2019Jun. 20, 2019Jun. 30, 2020Dec. 31, 2019Dec. 31, 2018Dec. 31, 2017
Reverse stock split, description1-for-7 reverse stock split
Number of stock option granted 129,919 54,915
Stock option contractual term5 years 9 months 18 days9 years 9 months 18 days
Weighted average exercise price $ 17.93 $ 20.45
Stock-based compensation expense $ 510,478 $ 74,063
Number of option purchase shares169,329
Unrecognized compensation expense $ 1,450,684
Unvested stock options expected to be recognized over a weighted average period5 years 9 months 25 days
Minimum [Member]
Fair value per share, weighted average $ 9.88 $ 9.88
Maximum [Member]
Fair value per share, weighted average $ 15.10 $ 15.10
Non Qualified Stock Options [Member]
Number of stock option granted47,772
Non Qualified Stock Options [Member] | Vested Option One [Member]
Number of option purchase shares45,200
Options vesting period4 years
Non Qualified Stock Options [Member] | Vested Option Two [Member]
Number of option purchase shares2,572
Options vesting period1 year
Employees [Member]
Number of stock option granted129,919
Stock option contractual term5 years
Fair value per share, weighted average $ 16.80
Employees [Member] | Performance Shares [Member]
Number of stock option granted64,771
Employees [Member] | Tranche One [Member] | Service Vesting [Member]
Number of stock option granted65,148
Stock option contractual term3 years
Employees [Member] | Tranche One [Member] | In-license a new or additional drug [Member]
Number of stock option granted12,958
Employees [Member] | Tranche Two [Member] | Phase 2a trial for PCS-499 Complete [Member]
Number of stock option granted12,958
Employees [Member] | Tranche Three [Member] | Up-List From The OCTQB [Member]
Number of stock option granted38,855
Employees and Non-Employees [Member]
Number of stock option granted54,915
Omnibus Plan [Member]
Number of shares available for issuance500,000
Reverse stock split, descriptionone for seven reverse stock split
2011 Plan [Member]
Number of option purchase shares7,143

Stock-based Compensation - Sche

Stock-based Compensation - Schedule of Allocation of Stock-based Compensation Expense (Details) (10-K) - USD ($)12 Months Ended
Dec. 31, 2019Dec. 31, 2018
Allocation of stock-based compensation expense $ 510,478 $ 74,063
Research and Development [Member]
Allocation of stock-based compensation expense113,239
General and Administrative [Member]
Allocation of stock-based compensation expense $ 397,239 $ 74,063

Stock-based Compensation - Sc_2

Stock-based Compensation - Schedule of Stock Option Valuation Assumption (Details) (10-K)12 Months Ended
Dec. 31, 2019Dec. 31, 2018
Average risk-free rate of interest1.85%3.09%
Expected stock price volatility81.77%85.31%
Dividend yield0.00%0.00%
Minimum [Member]
Expected term (years)3 years 9 months5 years
Maximum [Member]
Expected term (years)5 years6 years 2 months 30 days

Stock-based Compensation - Sc_3

Stock-based Compensation - Schedule of Stock Option (Details) (10-K) - $ / shares6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019Dec. 31, 2018
Share-based Payment Arrangement [Abstract]
Total options Outstanding, Beginning Balance176,962 54,915
Total options Outstanding, Granted 129,919 54,915
Total options Outstanding, Exercised
Total options Outstanding, Forfeited(7,872)
Total options Outstanding, Ending Balance176,962 54,915
Total options Outstanding, Exercisable (vested)29,655
Weighted average exercise price, Beginning balance $ 17.93 $ 20.45
Weighted average exercise price, Granted16.8020.45
Weighted average exercise price, Exercised
Weighted average exercise price, Forfeited16.80
Weighted average exercise price, Ending balance17.93 $ 20.45
Weighted average exercise price, Exercisable (vested) $ 18.53
Weighted average remaining contractual life (in years), Beginning9 years 9 months 18 days9 years 9 months 18 days
Weighted average remaining contractual life (in years), Granted4 years 6 months
Weighted average remaining contractual life (in years), Forfeited4 years 6 months
Weighted average remaining contractual life (in years), Ending5 years 9 months 18 days9 years 9 months 18 days
Weighted average remaining contractual life (in years), Exercisable (vested)6 years 10 months 25 days

2019 Senior 8% Convertible No_2

2019 Senior 8% Convertible Notes Payable (Details Narrative) - USD ($)Dec. 31, 2019Dec. 31, 2019Dec. 31, 2019Jun. 30, 2020
Senior convertible notes, outstanding $ 805,000 $ 805,000 $ 805,000 $ 805,000
Warrants to purchase shares of common stock56,350 56,350 56,350
2019 Senior Notes [Member]
Senior convertible notes, outstanding $ 805,000 $ 805,000 $ 805,000
Debt interest rate8.00%8.00%8.00%
Debt principal amount $ 1,000 $ 1,000 $ 1,000
Warrants to purchase shares of common stock70 70 70
Warrants exercise price $ 19.04 $ 19.04 $ 19.04
Debt maturity dateDec. 15,
2020
Dec. 19,
2023
Dec. 15,
2020
Debt conversion price, descriptionThe 2019 Senior Notes, plus any accrued interest, is convertible into shares of our common stock at a conversion price equal to the lower of (i) $14.28 per share or (ii) a price per share equal to a 10% discount to the pre-money valuation of a Qualified Financing or an Equity State Transaction, both as defined in the 2019 Senior Note agreement, occurring after the closing of the 2019 Senior Note financing.
Discount percentage10.00%10.00%
Debt issuance costs $ 4,280 $ 4,280 $ 4,280
2019 Senior Notes [Member] | Warrant [Member]
Warrants to purchase shares of common stock56,350 56,350 56,350
Warrants exercise price $ 19.04 $ 19.04 $ 19.04

Related Party Line of Credit _2

Related Party Line of Credit Agreements (Details Narrative) - USD ($)Jul. 21, 2020Sep. 20, 2019Jun. 30, 2020Jun. 30, 2020Dec. 31, 2019
Debt conversion price per share $ 14.28
CorLyst, LLC [Member]
Number of common stock shares owned1,073,050
Outstanding shares percentage owned19.60%
DKBK Enterprises, LLC [Member]
Number of common stock shares owned16,166
DKBK Enterprises, LLC [Member] | Maximum [Member]
Outstanding shares percentage owned1.00%1.00%
Corlyst [Member]
Number of common stock shares owned1,095,649
Outstanding shares percentage owned19.80%19.80%
LOC Agreements [Member] | DKBK Enterprises, LLC [Member]
Revolving line of credit commitment $ 700,000
Line of credit, additional drawn value $ 500,000 $ 500,000
LOC Agreements [Member] | DKBK Enterprises, LLC [Member] | Subsequent Event [Member]
Line of credit, additional drawn value $ 200,000
Line of credit, drawn value $ 700,000
LOC Agreements [Member] | CorLyst, LLC [Member]
Revolving line of credit commitment700,000
Two LOC Agreements [Member] | Lenders [Member]
Revolving line of credit commitment $ 1,400,000
Line of credit annual interest rate8.00%
Debt conversion price per share $ 14.28
Discount percentage10.00%

Paycheck Protection Program L_2

Paycheck Protection Program Loan (Details Narrative) - USD ($)1 Months Ended
May 31, 2020Jun. 30, 2020Dec. 31, 2019
Note payable, current portion $ 72,203
PPP Loan [Member]
Proceeds from loans $ 162,459
Debt interest rate1.00%
Debt maturity dateMay 5,
2022
Note payable, current portion $ 72,203

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)Jun. 18, 2020Sep. 30, 2019Jun. 30, 2020Jun. 25, 2020Jun. 24, 2020Dec. 31, 2019Aug. 31, 2019Dec. 31, 2018
Debt conversion price per share $ 14.28
Common stock, shares authorized30,000,000 30,000,000 100,000,000 100,000,000 10,000,000 350,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Pledge Agreement with PoC [Member]
Reduced clinical trial funding commitment $ 900,000
Number of pledged shares forfeited56,640
Warrants to purchase common stock, forfeited56,640
2018 Private Placement Transactions [Member]
Debt conversion price per share $ 14.28
Number of common stock issued28,971

Stockholders' Equity (Details_2

Stockholders' Equity (Details Narrative) (10-K) - USD ($)Jun. 18, 2020Sep. 30, 2019May 25, 2018Jun. 29, 2018Dec. 31, 2019Jun. 30, 2020Jun. 25, 2020Jun. 24, 2020Aug. 31, 2019Dec. 31, 2018
Preferred stock, shares authorized1,000,000 1,000,000 10,000,000
Common stock, shares authorized100,000,000 30,000,000 30,000,000 100,000,000 10,000,000 350,000,000
Warrants to purchase common stock56,350
Debt conversion price per share $ 14.28
PoC Capital, LLC [Member]
Number of common stock issued113,280
Warrants to purchase common stock113,280
Number of common stock, forfeited56,640
Warrants to purchase common stock, forfeited56,640
Purchase price per unit $ 15.89
Warrant exercise price per share $ 19.07
Amount paid to placement agent $ 108,000
Issued placement agent warrants to purchase shares6,797
Warrant term3 years
Transaction costs incurred $ 60,457
Clinical trial funding commitment $ 900,000
2018 Private Placement Transactions [Member]
Number of common stock issued28,971
Number of units sold200,369
Purchase price per unit $ 15.89
Gross proceeds from unit sold $ 3,200,000
Warrant exercise price per share $ 19.07
Amount paid to placement agent $ 167,526
Issued placement agent warrants to purchase shares12,021
Warrant term3 years
Transaction costs incurred $ 141,304
Debt conversion price per share $ 14.28
Sale of stock price per share $ 17.50
Number of common stock to be issued28,971
Number of common stock to be issued, value $ 506,993
Pledge Agreement with PoC [Member]
Number of common stock, pledged56,640
Warrants to purchase common stock, pledged56,640

Net Loss Per Share of Common _3

Net Loss Per Share of Common Stock (Details Narrative) (10-K) - USD ($)12 Months Ended
Dec. 31, 2019Jun. 30, 2020
Debt conversion price per share $ 14.28
Reduction in basic and diluted net loss per share0.09
Minimum [Member]
Reduction in basic and diluted net loss per share(0.61)
Maximum [Member]
Reduction in basic and diluted net loss per share $ (0.70)
2018 Private Placement Transactions [Member]
Debt conversion price per share $ 14.28
Number of common stock to be issued28,971
Number of common stock to be issued, value $ 506,993
Shares issued price per share $ 17.50

Net Loss Per Share of Common _4

Net Loss Per Share of Common Stock - Schedule of Net Loss Per Share Basic and Diluted (Details) - USD ($)3 Months Ended6 Months Ended12 Months Ended
Jun. 30, 2020Mar. 31, 2020Jun. 30, 2019Mar. 31, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Earnings Per Share [Abstract]
Net loss $ (733,414) $ (874,336) $ (969,078) $ (750,832) $ (1,607,750) $ (1,719,910) $ (3,357,876) $ (3,765,047)
Weighted average number of common shares-basic and diluted5,515,447 5,525,009 5,515,447 5,525,009 5,525,635 5,332,141
Basic and diluted net loss per share $ (0.13) $ (0.18) $ (0.29) $ (0.31) $ (0.70) $ (0.71)

Net Loss Per Share of Common _5

Net Loss Per Share of Common Stock - Schedule of Net Loss Per Share Basic and Diluted (Details) (10-K) - USD ($)3 Months Ended6 Months Ended12 Months Ended
Jun. 30, 2020Mar. 31, 2020Jun. 30, 2019Mar. 31, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Earnings Per Share [Abstract]
Net loss $ (733,414) $ (874,336) $ (969,078) $ (750,832) $ (1,607,750) $ (1,719,910) $ (3,357,876) $ (3,765,047)
Deemed dividend related to the triggering of the full ratchet anti-dilution provision at fair value(506,993)
Net loss available to common stockholders $ (3,864,869) $ (3,765,047)
Weighted average number of common stock-basic and diluted5,515,447 5,525,009 5,515,447 5,525,009 5,525,635 5,332,141
Basic and diluted net loss per share $ (0.13) $ (0.18) $ (0.29) $ (0.31) $ (0.70) $ (0.71)

Net Loss Per Share of Common _6

Net Loss Per Share of Common Stock - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Antidilutive securities excluded from computation of earnings per share740,899 719,083 715,452 588,586
Stock Options and Purchase Warrants [Member]
Antidilutive securities excluded from computation of earnings per share646,938 700,976 654,569 571,055
Senior Convertible Notes and LOC, Plus Related Accrued Interest [Member]
Antidilutive securities excluded from computation of earnings per share93,961 18,107

Net Loss Per Share of Common _7

Net Loss Per Share of Common Stock - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (10-K) - shares6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Antidilutive securities excluded from computation of earnings per share740,899 719,083 715,452 588,586
Stock Options and Purchase Warrants [Member]
Antidilutive securities excluded from computation of earnings per share646,938 700,976 654,569 571,055
Senior Convertible Notes [Member]
Antidilutive securities excluded from computation of earnings per share60,883 17,531

Leases (Details Narrative)

Leases (Details Narrative) - USD ($)3 Months Ended6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Leases [Abstract]
Operating leases incremental borrowing rate8.00%8.00%8.00%
Lease costs $ 23,995 $ 24,729 $ 48,201 $ 49,302 $ 98,020 $ 88,237

Leases (Details Narrative) (10-

Leases (Details Narrative) (10-K) - USD ($)3 Months Ended6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Leases [Abstract]
Operating leases incremental borrowing rate8.00%8.00%8.00%
Lease costs $ 23,995 $ 24,729 $ 48,201 $ 49,302 $ 98,020 $ 88,237

Leases - Schedule of Weighted A

Leases - Schedule of Weighted Average Remaining Lease Terms and Discount Rate for Operating Leases (Details)Jun. 30, 2020Dec. 31, 2019
Leases [Abstract]
Weighted average remaining lease term (years) for our facility and equipment leases2 years 2 months 23 days2 years 8 months 12 days
Weighted average discount rate for our facility and equipment leases8.00%8.00%

Leases - Schedule of Weighted_2

Leases - Schedule of Weighted Average Remaining Lease Terms and Discount Rate for Operating Leases (Details) (10-K)Jun. 30, 2020Dec. 31, 2019
Leases [Abstract]
Weighted average remaining lease term (years) for our facility and equipment leases2 years 2 months 23 days2 years 8 months 12 days
Weighted average discount rate for our facility and equipment leases8.00%8.00%

Leases - Schedule of Maturities

Leases - Schedule of Maturities of Lease Liabilities for All Operating Leases (Details) - USD ($)Jun. 30, 2020Dec. 31, 2019Dec. 31, 2018
Leases [Abstract]
2020 $ 45,869
202190,495 $ 92,603
202269,741 90,495
Total lease payments206,105 252,839
Less: Interest(19,543)(27,457)
Present value of lease liabilities186,562 225,382
Less: current maturities(71,967)(77,992)
Non-current lease liability $ 114,595 $ 147,390

Leases - Schedule of Maturiti_2

Leases - Schedule of Maturities of Lease Liabilities for All Operating Leases (Details) (10-K) - USD ($)Jun. 30, 2020Dec. 31, 2019Dec. 31, 2018
Leases [Abstract]
2020 $ 90,495 $ 92,603
202169,741 90,495
202269,741
Total lease payments206,105 252,839
Less: Interest(19,543)(27,457)
Present value of lease liabilities186,562 225,382
Less: current maturities(71,967)(77,992)
Non-current lease liability $ 114,595 $ 147,390

License Agreement with Aposen_2

License Agreement with Aposense, Ltd. (Details Narrative) - License Agreement [Member] - Aposense, Ltd. [Member]May 24, 2020USD ($)
Common stock, lock-up descriptionWithin five business days of satisfying the conditions, we must issue Aposense a number of shares of common stock determined by dividing $2.5 million by the price per share paid by such investors in equity financing. Such shares will be subject to a lock-up, with 40% of such shares released from such lock up after six months and the remaining two 30% tranches to be released upon completion of the next two subsequent quarters.
Milestone payments, descriptionIn addition, we must pay Aposense one-time sales milestone payments based on the achievement during a calendar year of one or more thresholds for annual sales for products made and pay royalties based on annual licensing sales. We are also required to split any milestone payments we receive with Aposense based on any sub-license agreement we may enter into.
Performance of milestone conditions, descriptionSpecific diligence milestones that consist of (i) submitting an IND for a drug indication within 30 months following the satisfaction of the license conditions above; (ii) dosing of a first patient with a product within 42 months following the satisfaction of the license conditions above; (iii) dosing of a first patient with a product in a pivotal clinical trial within 72 months following the satisfaction of the license conditions above and (iv) an NDA submission within 120 months following the satisfaction of the license conditions above.
Maximum [Member]
Development and regulatory milestone payments $ 3,000,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Amount due from related parties $ 26,497 $ 21,583
Due from employees for health insurance contributions1,700
CorLyst, LLC [Member]
Rent and other costs reimbursements received25,928 $ 52,464 103,047 107,402
Amount due from related parties $ 24,713 $ 0 $ 21,583

Related Party Transactions (D_2

Related Party Transactions (Details Narrative) (10-K) - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2020Jun. 30, 2019Dec. 31, 2019Dec. 31, 2018
Amount due from related parties $ 26,497 $ 21,583
CorLyst, LLC [Member]
Rent and other costs reimbursements received25,928 $ 52,464 103,047 107,402
Amount due from related parties $ 24,713 $ 0 $ 21,583

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)Jun. 30, 2020Dec. 31, 2019Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Purchase obligations $ 0 $ 35,000

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative) (10-K) - USD ($)Jun. 30, 2020Dec. 31, 2019Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Purchase obligations $ 0 $ 35,000
Contractual obligation $ 487,000

Concentration of Credit Risk (D

Concentration of Credit Risk (Details Narrative) (10-K)Dec. 31, 2019USD ($)
Risks and Uncertainties [Abstract]
Cash exceeds FDIC limits $ 691,536