News Releases
U.S.-based public company Processa settles with the ASC
Jun 17, 2019
CALGARY – June 17, 2019 – The Alberta Securities Commission (ASC) has concluded a Compliance Settlement Agreement and Undertaking with Processa Pharmaceuticals Inc., arising out of the issuance of shares and convertible notes in breach of an ASC cease trade order (CTO).
On December 8, 2015, the ASC issued a CTO against Heatwurx Inc., an OTC listed issuer, for failure to file periodic disclosure as required under the Securities Act (Alberta). On October 2, 2017 Heatwurx entered into an Asset Purchase Agreement to acquire the assets and assume the liabilities of a U.S.-based company in exchange for Heatwurx common shares. Following the closing of the Asset Purchase Agreement, Heatwurx changed its name to Processa and nine Alberta shareholders received shares of Processa in exchange for their Heatwurx shares. The issuer also completed a bridge financing in which Processa issued two Alberta investors convertible notes, which were eligible for conversion to shares as of July 11, 2018.
Processa acknowledged that its actions constituted a breach of the CTO, although the Settlement Agreement acknowledges that the breach appears to be inadvertent. Processa remedied the deficient filings, cooperated with the ASC and under the Settlement Agreement paid $10,000 to the ASC.
“The ASC provides proactive and comprehensive compliance and enforcement, which includes settling with issuers when they cooperatively identify and rectify their market misconduct,” said Tom Graham, Director, Corporate Finance.
A copy of the Settlement Agreement can be found on the ASC website at albertasecurities.com.
The ASC is the regulatory agency responsible for administering the province's securities laws. It is entrusted with fostering a fair and efficient capital market in Alberta and with protecting investors. As a member of the Canadian Securities Administrators, the ASC works to improve, coordinate and harmonize the regulation of Canada's capital markets.
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