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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the fiscal year ended December 31, 2023

 or

 Transitional Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 Commission
File Number 001-39531

 (Exact
name of registrant as specified in its charter)

 Delaware

 45-1539785

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (IRS
 Employer

 Identification
 No.)

 7380
Coca Cola Drive, Suite 106,

 Hanover,
 Maryland 21076

 ( 443)
 776-3133

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

 Title
 of Each Class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, $0.0001 par value per share

 PCSA

 The
 Nasdaq Stock Market LLC

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its managements' assessment of the effectiveness
of its internal controls over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C 7262(b)) by the registered
public accounting firm that prepared or issued its audit report

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, 2023, the last business day of the
most recently completed second quarter, based upon the closing price of Common Stock on such date as reported on Nasdaq Capital Market,
was approximately $ 10.2 million.

 The
number of outstanding shares of the registrant's common stock as of March 21, 2024 was 2,855,981.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the Proxy Statement for the registrant's 2024 Annual Meeting of Stockholders (the "Proxy Statement") to be filed
within 120 days of the end of the fiscal year ended December 31, 2023 are incorporated by reference into Part III hereof. Except with
respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as a part
hereof.

 Table
of Contents

 Part
 I

 Item
 1.

 Business.

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties.

 Item
 3.

 Legal Proceedings.

 Item
 4.

 Mine Safety Disclosures.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and issuer Purchases of Equity Securities.

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 GLOSSARY
OF CERTAIN SCIENTIFIC TERMS

 The
medical and scientific terms used in this Annual Report on Form 10-K have the following meanings:

 "Active
metabolite" means a drug that is processed by the body into an altered form which effects the body.

 "Agonist"
means a chemical/drug that binds to a receptor in the body and activates that receptor to produce a biological response.

 "Analog"
means a compound having a structure similar to that of an approved drug but differing from it with respect to a certain component of
the molecule which may cause it to have similar or different effects on the body.

 "cGCP"
means current Good Clinical Practices. The FDA and other regulatory agencies promulgate regulations and standards, commonly referred
to as current Good Clinical Practices, for designing, conducting, monitoring, auditing and reporting the results of clinical trials to
ensure that the data and results are accurate and that the rights and welfare of trial participants are adequately protected.

 "cGMP"
means current Good Manufacturing Practices. The FDA and other regulatory agencies promulgate regulations and standards, commonly referred
to as current Good Manufacturing Practices, which include requirements relating to quality control and quality assurance, as well as
the corresponding maintenance of records and documentation.

 "CMO"
means Contract Manufacturing Organization.

 "CRO"
means Contract Research Organization.

 "Deuterated
analog" means a small molecule in which one or more of the hydrogen atoms are replaced by deuterium.

 "EMA"
means the European Medicines Agency.

 "FDA"
means the Food and Drug Administration.

 "IND"
means an Investigational New Drug Application. Before testing a new drug on human subjects, the company must file an IND with the FDA.
Information must be produced on the absorption, distribution, metabolism, and excretion properties of the drug and detailed protocols
for testing on human subjects must be submitted.

 "Indication"
means a condition which makes a particular treatment or procedure advisable.

 "Moiety"
means an active or functional part of a molecule.

 "NDA"
means a New Drug Application submitted to the FDA. Under the Food, Drug, and Cosmetic Act of 1938, an NDA is submitted to the FDA enumerating
the uses of the drug and providing evidence of its safety.

 "NGC"
means Next Generation Chemotherapy, referring to the drugs in our pipeline that have active cancer killing metabolites that are the same
or have very similar chemical structure to existing FDA-approved chemotherapy treatments, resulting in our NGCs killing cancer cells
following the same mechanism as the FDA-approved treatments.

 "NL"
means Necrobiosis Lipoidica, a rare chronic and granulomatous disorder.

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. All statements other than statements
of historical facts contained in this Form 10-K are forward-looking statements. In some cases, you can identify forward-looking statements
by words such as "anticipate," "believe," "contemplate," "continue," "could,"
"estimate," "expect," "intend," "may," "plan," "potential," "predict,"
"project," "seek," "should," "target," "will," "would," or the
negative of these words or other comparable terminology. We have based these forward-looking statements on our current expectations and
projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-
and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including those described in "Risk Factors" and elsewhere in this Form 10-K. Moreover, we
operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management
to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of
these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form 10-K may not occur, and
actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these
uncertainties, you should not place undue reliance on these forward-looking statements. These risks are discussed more fully in the "Risk
Factors" section of this Annual Report on Form 10-K and are summarized below under the "Summary Risk Factors" section. These risks include, but are not limited to, the following:

 our
 ability to obtain funding for our future clinical trials, preclinical activities and our operations;

 our
 ability to obtain and maintain regulatory approval of our product candidates;

 our
 ability to contract with third-party suppliers, manufacturers and other service providers and their ability to perform adequately;

 our ability to meet obligations under our
 license agreements;

 the
 potential market size, opportunity and growth potential for our product candidates, if approved;

 our
 ability to build our own sales and marketing capabilities, or seek collaborative partners, to commercialize our product candidates,
 if approved;

 our
 ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

 our
 ability to advance product candidates into, and successfully complete, clinical trials;

 our
 ability to recruit and enroll suitable patients in our clinical trials;

 the
 initiation, timing, progress and results of clinical trials and pre-clinical studies for our NGC drugs;

 the
 timing or likelihood of the accomplishment of various scientific, clinical, regulatory filings and approvals and other product development
 objectives;

 the
 pricing and reimbursement of our product candidates, if approved;

 the
 rate and degree of market acceptance of our product candidates by physicians, patients, third-party payors and others in the medical
 community, if approved;

 the
 implementation of our business model, strategic plans for our business, product candidates and technology;

 the
 scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology;

 developments
 relating to our competitors and our industry;

 the
accuracy of our estimates regarding expenses, capital requirements and needs for additional financing;

 our
 financial performance; and

 other risks and uncertainties, including those described under part I,
Item 1A. Risk Factors of this Annual Report.

 You
should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected
in the forward-looking statements are reasonable as of the date of this Form 10-K, we cannot guarantee that the future results, levels
of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake
no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10-K to conform these statements
to new information, actual results or to changes in our expectations, except as required by law.

 You
should read this Form 10-K and the documents that we reference in this Form 10-K and have filed with the SEC as exhibits with the understanding
that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we
expect.

 In
this Form 10-K, "we," "us", "our", "Processa" and "the Company" refer to
Processa Pharmaceuticals, Inc. and its subsidiary.

 SUMMARY
RISK FACTORS

 We
are providing the following summary of the risk factors contained in our Form 10-K to enhance the readability and accessibility of our
risk factor disclosures. We encourage our stockholders to carefully review the full risk factors contained in this Form 10-K in their
entirety for additional information regarding the risks and uncertainties that could cause our actual results to vary materially from
our recent results or from our anticipated future results.

 Risks
Related to Our Financial Position and Need for Additional Capital

 We
 have a history of losses and we may never become profitable.

 We
 have limited cash resources and will require additional financing.

 Our
 financial statements contain a statement regarding a substantial doubt about our ability
 to continue as a going concern.

 Our
 ability to use our net operating loss carryforwards and other tax attributes may be limited.

 Risks
Relating to Clinical Development and Commercialization of Our Product Candidates

 We
 currently do not have, and may never develop, any FDA-approved, licensed or commercialized
 products.

 Our
 licenses are subject to termination by the licensor in certain circumstances.

 If
 we fail to comply with our obligations contained in the agreements under which we license
 intellectual property rights from third parties, we could lose important license rights.

 We
 depend entirely on the successful development of our product candidates, which have not yet
 demonstrated efficacy for their target indications in clinical trials. We may never be able
 to demonstrate efficacy for our product candidates, thus preventing us from licensing, obtaining
 marketing approval by any regulatory agency, and/or commercializing our product(s).

 We
 must successfully complete clinical trials for our product candidates before we can apply
 for marketing approval.

 We
 have little corporate history of conducting clinical trials. Our planned clinical trials
 or those of our collaborators may reveal significant adverse events, toxicities or other
 side effects not seen in our preclinical studies and may result in a safety profile that
 could inhibit regulatory approval or market acceptance of any of our product candidates.

 Even
 if we receive regulatory approval for any of our product candidates, we may not be able to
 successfully license or commercialize the product and the revenue that we generate from its
 sales, if any, may be limited.

 We
 are completely dependent on third parties to manufacture our product candidates, and our
 commercialization of our product candidates could be halted, delayed or made less profitable
 if those third parties fail to obtain manufacturing approval from the FDA or comparable foreign
 regulatory authorities, fail to provide us with sufficient quantities of our product candidates
 or fail to do so at acceptable quality levels or prices.

 Even
 if we obtain marketing approval for any of our product candidates, we will be subject to
 ongoing obligations and continued regulatory review, which may result in significant additional
 expenses.

 and maintaining regulatory approval of our product candidates in one jurisdiction does not
 mean that we will be successful in obtaining regulatory approval of our product candidates
 in other jurisdictions.

 Recently
 enacted and future legislation may increase the difficulty and cost for us to obtain marketing
 approval of and commercialize our product candidates and affect the prices we may obtain.

 We
 could face competition from other biotechnology and pharmaceutical companies, and our operating
 results would suffer if we fail to innovate and compete effectively.

 We
 rely on third parties to conduct clinical trials for our product candidates. If these third
 parties do not successfully carry out their contractual duties or meet expected deadlines,
 we may not be able to obtain regulatory approval for or commercialize any of our product
 candidates and our business would be substantially harmed.

 drug development involves a lengthy and expensive process with an uncertain outcome, and
 results of earlier studies and trials may not be predictive of future trial results.

 Even
 though we may apply for orphan drug designation for a product candidate, we may not be able
 to obtain orphan drug marketing exclusivity.

 we may pursue expedited regulatory approval pathways for a product candidate, it may not
 qualify for expedited development or, if it does qualify for expedited development, it may
 not actually lead to a faster development, regulatory review or approval process.

 Third-party
 coverage and reimbursement, health care cost containment initiatives and treatment guidelines
 may constrain our future revenues.

 Legal,
 regulatory and legislative changes with respect to reimbursement, pricing and contracting
 may adversely affect our business and future prospects.

 We
 may face product liability exposure, and if successful claims are brought against us, we
 may incur substantial liability if our insurance coverage for those claims is inadequate.

 If
 any of our product candidates are approved for marketing and we are found to have improperly
 promoted off-label uses, or if physicians misuse our products or use our products off-label,
 we may become subject to prohibitions on the sale or marketing of our products, product liability
 claims and significant fines, penalties and sanctions, and our brand and reputation could
 be harmed.

 We
 may choose not to continue developing or commercializing any of our product candidates at
 any time during development or after approval, which would reduce or eliminate our potential
 return on investment for those product candidates.

 Risks
Relating to Our Intellectual Property Rights

 We
 depend on rights to certain pharmaceutical compounds that are or will be licensed to us.
 We do not own the intellectual property rights to these pharmaceutical compounds and any
 loss of our rights to them could prevent us from selling our products.

 We
 cannot ensure protection of our licensed intellectual property rights.

 Our
 product candidates may infringe the intellectual property rights of others, which could increase
 our costs and delay or prevent our development and commercialization efforts.

 and maintaining our patent protection depends on compliance with various procedural, document
 submission, fee payment and other requirements imposed by governmental patent agencies, and
 our patent protection could be reduced or eliminated for non-compliance with these requirements.

 General
Company-Related Risks

 We
 will need to grow the size of our organization, and we may experience difficulties in managing
 this growth.

 If
 we lose key management personnel, or if we fail to recruit additional highly skilled personnel,
 our ability to identify and develop new or next generation product candidates will be impaired,
 could result in loss of markets or market share and could make us less competitive.

 If
 our information technology systems or data, or those of third parties upon which we rely,
 are or were compromised, we could experience adverse consequences resulting from such compromise,
 including but not limited to regulatory investigations or actions, interruptions or disruptions
 to operations or clinical trials, reputational harm, litigation, fines and penalties.

 We
 are exposed to cyber-attacks and data breaches, including the risks and costs associated
 with protecting our systems and maintaining integrity and security of our business information,
 as well as personal data of our guests, employees and business partners.

 Risks
Related to Ownership of Our Common Stock

 Our
 failure to maintain compliance with Nasdaq's continued listing requirements could result
 in the delisting of our common stock.

 Future
 equity offerings, license transactions or acquisitions may dilute our existing stockholders'
 ownership and/or have other adverse effects on our operations.

 Our
 common stock price is expected to be volatile.

 We
 are a "smaller reporting company," and the reduced disclosure requirements applicable
 to us as such may make our common stock less attractive to our stockholders and investors.

 We
 do not currently intend to pay dividends to our stockholders in the foreseeable future, and
 consequently, your ability to achieve a return on your investment will depend on appreciation
 in our value.

 If
 securities or industry analysts do not publish research or reports about our business, or
 if they publish negative evaluations of our stock or negative reports about our business,
 our stock price and trading volume could decline.

 Provisions
 in our corporate documents and Delaware law could have the effect of delaying, deferring,
 or preventing a change in control of us, even if that change may be considered beneficial
 by some of our stockholders.

 Provisions
 in our bylaws provide for indemnification of officers and directors, which could require
 us to direct funds away from our business and the development of our product candidates.

 Part
I

 Item
1. Business

 Overview

 We
are a clinical-stage biopharmaceutical company focused on utilizing our "regulatory science" approach, including the principles
associated with FDA's Project Optimus Oncology initiative and the related FDA Draft Guidance, in the development of Next Generation
Chemotherapy ("NGC") oncology drug products. Our mission is to provide better treatment options than those that presently
exist by extending a patient's survival and/or improving a patient's quality of life. This is achieved by improving upon
FDA-approved, widely used oncology drugs or the cancer-killing metabolites of these drugs by altering how they are metabolized and/or
distributed in the body, including how they are distributed to the actual cancer cells.

 Our
regulatory science approach was conceived in the early 1990s when the founders of Processa and other faculty at the University of Maryland
worked with the FDA to develop multiple FDA Guidances. Regulatory science is the science of developing new tools, standards, and approaches
to assess the safety, efficacy, quality, and performance of all FDA-regulated products. Over the last 30 years, two of our founders,
Dr. David Young and Dr. Sian Bigora, have expanded the original regulatory science concept by including the pre-clinical and clinical
studies to justify the benefit-risk assessment required for FDA approval when designing the development programs of new drug products.

 Our
regulatory science approach defines the scientific information that the FDA requires to determine if the benefit outweighs the risk of
a drug in a specific population of patients and at a specific dosage regimen for a specific drug product. The studies are designed to
obtain the necessary scientific information to support the regulatory decision.

 Recently,
the FDA has taken steps to define some of the regulatory science required for the FDA approval of oncology products.
Through the FDA's Project Optimus Oncology Initiative and the related Draft Guidance on determining the "optimal"
dosage regimen for an oncology drug, the FDA has chosen to make the development of oncology drugs more science-based than in the
past. Since the principles of the FDA's Project Optimus and the related Draft Guidance have been used by our regulatory
science approach in a number of non-oncology drugs, our experience with the principles of Project Optimus differentiates us from
other biotechnology companies by focusing us not only on the clinical science, but also on the equally important regulatory process.
We believe utilizing our regulatory science approach provides us with three distinct advantages:

 efficiencies (e.g., the right trial design and trial readouts);

 possibility of drug approval by the FDA or other regulatory authorities; and

 ability to evaluate the benefit-risk of a drug compared to existing therapy, which allows prescribers to provide better treatment
 options for each patient.

 Our strategic prioritization
is to advance our pipeline of NGC proprietary small molecule oncology drugs. The NGC products are new chemical entities, but they work
by changing the metabolism, distribution and/or elimination of already FDA-approved cancer drugs or their active metabolites while maintaining
the mechanism of how the drug kills cancer cells. We believe our NGC treatments will provide improved safety-efficacy profiles when compared
to their currently marketed counterparts – capecitabine, gemcitabine, and irinotecan. All future studies of these drugs are subject
to availability of capital to conduct the trials.

 The
three NGC treatments in our pipeline are as follows:

 NGC-Capecitabine
 (also referred to as NGC-Cap) is a combination of PCS6422 and capecitabine, capecitabine being the oral prodrug of the cancer drug
 5-fluorouracil (5-FU). PCS6422, without having any clinically meaningful biological effect itself, alters the metabolism of 5-FU,
 resulting in more 5-FU distribution to the cancer cells. In clinical trials, NGC-Cap has shown a safety profile different than
 capecitabine when administered alone. Side effects such as Hand-Foot Syndrome (HFS) and cardiotoxicity typically occur in up to
 50-70% of patients treated with capecitabine and are caused by specific capecitabine metabolites. These types of toxicities
 frequently result in decreased doses, interrupted doses, or discontinuation of treatment with capecitabine. Since a much smaller
 amount of these metabolites are formed with NGC-Cap, these side effects appear in less patients and are less severe when they do
 occur. In addition, NGC-Cap has been found to be up to 50 times more potent than capecitabine based on the systemic exposure of the
 capecitabine metabolite 5-FU, which is metabolized to the cancer-killing metabolites. Like capecitabine, NGC-Cap could potentially
 be used to treat patients with various cancers, such as metastatic breast, colorectal, gastrointestinal, and pancreatic. On December
 11, 2023, we had a successful meeting with the FDA regarding the next Phase 2 study supporting the advancement of NGC-Cap for cancer
 patients. The meeting with the FDA was supported by the interim results from the ongoing Phase 1B study that was fully enrolled in
 the first quarter of 2024. Following the meeting with the FDA, we decided the next NGC-Cap trial would be a Phase 2 trial in breast
 cancer. This decision was supported through discussions with the FDA where we agreed with the FDA that the development of NGC-Cap in
 breast cancer would be a more efficient development program than metastatic colorectal cancer and improve the likelihood of FDA
 approval. The FDA has agreed that the data from past and existing studies could be used to directly support the Phase 2 trial in
 breast cancer. Breast cancer is the most diagnosed cancer, representing approximately 15% of all new cancer patients in 2023. It has
 a prevalence of more than 3.8 million patients, with nearly 300,000 new diagnoses last year. Over 150,000 women are currently living
 with advanced or metastatic breast cancer. The NGC-Cap annual newly diagnosed incidence rate for breast, colorectal and other cancers is greater than
 250,000 patients per year.

 PCS3117,
 also referred to as NGC-Gemcitabine (NGC-Gem), is an oral analog of gemcitabine that is converted to its active metabolite by a different
 enzyme system than gemcitabine resulting in a positive response in gemcitabine patients as well as some gemcitabine treatment-resistant
 patients. Like gemcitabine, NGC-Gem could be used to treat patients with various cancers such as pancreatic, biliary tract, lung,
 ovarian, and breast. We estimate more than 275,000 patients in the United States were newly diagnosed in 2022 with pancreatic, biliary
 tract, lung, ovarian, and breast cancer. We plan to meet with the FDA to discuss potential study designs including implementation
 of the Project Optimus initiative as part of the design in 2024.

 PCS11T,
 also referred to as NGC-Irinotecan (NGC-Iri), is a prodrug of the active metabolite of irinotecan (SN-38). The chemical structure
 of NGC-Iri influences the uptake of the drug into cancer cells, resulting in more NGC-Iri entering cancer cells than normal cells
 in mice. These levels were significantly greater than those seen with irinotecan, resulting in lower doses of NGC-Iri having greater
 efficacy than irinotecan and improved safety in animal models. Like irinotecan, NGC-Iri could be used to treat patients with various
 cancers such as lung, colorectal, gastrointestinal, and pancreatic cancer. We estimate at least 200,000 patients in the United States
 were newly diagnosed in 2022 with lung, colorectal, gastrointestinal, and pancreatic cancer. We plan to conduct IND-enabling and
 toxicology studies in 2024-2025.

 We
have completed our Phase 2A trial for PCS12852 in gastroparesis patients with positive results. Additionally, in February 2023, due primarily
to the inability to identify and enroll patients in our rare disease Phase 2 trial for PCS499 in ulcerative Necrobiosis Lipoidica (uNL),
we decided to cease further enrollment in the PCS499 trial and terminated the trial. We did not experience any safety concerns during
the conduct of either the PCS12852 or PCS499 trial. We are currently evaluating options to monetize these non-core drug assets, which
may include out-licensing or partnering these assets with one or more third parties.

 Our
shift in prioritization to NGC oncology drugs does not change our mission. We continue to be focused on drug products that improve the
survival and/or quality of life for patients by improving the safety and/or efficacy of the drug in a targeted patient population, while
providing a more efficient and probable path to FDA approval and differentiating our drugs from those on the market or are currently
being developed.

 Historically,
much of oncology drug development has searched for novel or different ways to treat cancer. Our approach is to take three current
FDA-approved cancer drugs and modify and improve how the human body metabolizes and/or distributes these NGC treatments compared to
their presently approved counterpart chemotherapy drugs while maintaining the cancer-killing mechanism of action; thus, our reason
for calling our drugs Next Generation Chemotherapy (or NGC) treatments. Part of the development includes determining the optimal
dosage regimen based on the dose-response relationship as described in the FDA's Project Optimus Initiative and Draft Optimal
Dosage Regimen Oncology Guidance. To date, we have data that we believe suggests our NGC treatments are likely to have a better
safety-efficacy profile than the current widely used marketed counterpart drugs, not only potentially making the development and
approval process more efficient, but also clearly differentiating our NGC treatments from the existing treatment. We believe our NGC
treatments have the potential to extend the survival and/or quality of life for more patients diagnosed with cancer while decreasing
the number of patients who are required to dose-adjust or discontinue treatment because of side effects or lack of
response.

 Our
Strategy

 Our
strategy is to develop our pipeline of NGC proprietary small molecule oncology drugs using our regulatory science approach to determine
the optimal dosage regimen of our oncology drugs. By changing either the metabolism, distribution, and/or elimination of already FDA-approved
cancer drugs (e.g., capecitabine, gemcitabine, and irinotecan) or their active metabolites, we believe that our three new oncology drugs
represent the next generation of chemotherapy with an improved safety profile, improved efficacy profile and/or potentially benefiting
more patients while maintaining the mechanism of how the drug kills cancer cells. By combining these modified approved cancer treatments
with our regulatory science approach and our experience using the principles of FDA's Project Optimus initiative, we anticipate
that we will be able to increase the probability of FDA approval, improve the safety-efficacy profile over the existing counterparts
of our NGC drugs, and more efficiently develop each drug.

 Our
pipeline of NGCs (i) already has data demonstrating the desired pharmacological activity in humans or appropriate animal models and is
able to provide improved safety and/or efficacy by some modification in the formation and/or distribution of the active moieties associated
with the drug and (ii) targets cancers for which a single positive pivotal trial demonstrating efficacy might provide enough evidence
that the clinical benefits of the drug and its approval outweighs the risks associated with the drug.

 Our
Team

 Our
drug development efforts are guided by our knowledge and experience in applying our regulatory science approach to decrease
manageable risks, costs, and time toward achieving marketing authorization from regulatory authorities including the FDA. We have
assembled a seasoned management team and development team with extensive experience in developing therapies, including advancing
product candidates from preclinical research through clinical development and ultimately regulatory approval and commercialization.
Our team is led by our President of Research and Development and Founder David Young, Pharm. D., Ph. D. who has extensive experience
in research, regulatory approval and business development and who served at Questcor Pharmaceuticals for eight years, initially as
an independent director on its Board of Directors and, subsequently, as its Chief Scientific Officer.

 To
execute our strategy, we assembled an experienced and development team with a successful track record of drug approvals and successful
exits. Our team is experienced in developing drug products through all principal regulatory tiers from IND-enabling studies to New Drug
Application (NDA) submission. Throughout their careers, the combined scientific, development and regulatory experiences of our team members
have resulted in more than 30 drug approvals in indications reviewed by almost every division of the FDA including the oncology divisions,
over 100 meetings with the FDA and involvement with more than 50 drug development programs, including drug products targeted to patients
who have an unmet medical need and cancer patients. In addition, the FDA Project Optimus Oncology initiative and recent FDA Oncology
Guidance applies our regulatory science approach and principles used and refined by our Founders over the last 30 years.

 Our
Drug Pipeline

 Our
pipeline currently consists of NGC-Cap, NGC-Gem and NGC-Iri (also identified as PCS6422, PCS3117 and PCS11T, respectively) and two non-oncology
drugs (PCS12852 and PCS499). The non-oncology drugs are not included in the pipeline chart above, as we are exploring our options for
those drugs, which may include out-licensing or partnership opportunities. A summary of each drug is provided below.

 Next
Generation Chemotherapy Pipeline

 Next
 Generation Capecitabine (NGC-Cap) is a combination of PCS6422 and a lower dose of the FDA-approved cancer drug capecitabine. PCS6422
 is an orally administered irreversible inhibitor of the enzyme dihydropyrimidine dehydrogenase (DPD). DPD metabolizes 5-Fluorouracil
 (5-FU), the major metabolite of capecitabine and widely used itself as an intravenous chemotherapeutic agent in many types of cancer,
 to multiple metabolites classified as catabolites. These catabolites do not have any cancer-killing properties but frequently cause
 dose-limiting side effects that may require dose adjustments or discontinuation of therapy.

 Capecitabine,
as presently prescribed and FDA-approved, forms the cancer drug 5-FU which is then further metabolized to anabolites (which kill both
cancer cells and normal duplicating cells) and catabolites (which cause side effects and have no cancer killing properties). When capecitabine
is given in combination with PCS6422 in NGC-Cap, PCS6422 significantly changes the metabolism of 5-FU, which results in a change in the
distribution of 5-FU within the body. Due to this change in metabolism and the overall metabolite profile of anabolites and catabolites,
the side effect and efficacy profile of NGC-Cap has been found to be different from capecitabine given without PCS6422. Since the potency
of NGC-Cap is also greater than FDA-approved capecitabine based on the 5-FU systemic exposure per mg of capecitabine administered, the
amount of capecitabine anabolites formed from 1 mg of capecitabine administered in NGC-Cap will, therefore, be much greater than formed
from the administration of 1 mg of existing capecitabine.

 On
August 2, 2021, we enrolled the first patient in our Phase 1B dose-escalation maximum tolerated dose trial in patients with advanced
refractory gastrointestinal (GI) tract tumors. Our interim analysis of Cohorts 1 and 2A of the ongoing clinical trial found no dose-limiting
toxicities (DLTs), no drug-related adverse events greater than Grade 1, and no adverse events associated with the catabolites of 5-FU
such as HFS. In this Phase 1B trial, it was demonstrated that the irreversible inhibition of DPD by PCS6422 could alter the metabolism,
distribution and elimination of 5-FU, making NGC-Cap significantly (up to 50 times) more potent than capecitabine alone and potentially
leading to higher levels of anabolites which can kill replicating cancer and normal cells. By administering NGC-Cap to cancer patients,
the balance between anabolites and catabolites changes depending on the dosage regimens of PCS6422 and capecitabine used, making the
efficacy-safety profile of NGC-Cap different than that of FDA-approved capecitabine and requiring further evaluation of the PCS6422 and
capecitabine regimens to determine the optimal NGC-Cap regimens for patients.

 In
order for NGC-Cap to provide a safer and more efficacious profile for cancer patients compared to existing chemotherapy, understanding
how the different regimens of PCS6422 and capecitabine may affect the systemic and tumor exposure to the anabolites, as well as the systemic
exposure to the catabolites, is required. This can be achieved by following the timeline of DPD irreversible inhibition and the formation
of new DPD using the plasma concentrations of 5-FU and its catabolites.

 In
an effort to better estimate the timeline of DPD inhibition and formation of new DPD, we modified the protocol for the Phase 1B trial
and began enrolling patients in the amended Phase 1B trial in April 2022. On November 1, 2022, we announced that data from the Phase
1B trial identified multiple dosage regimens with potentially better safety and efficacy profiles than currently existing chemotherapy
regimens. Since 5-FU exposure is dependent on both the PCS6422 regimen and the capecitabine regimen, safe regimens were identified as
well as regimens that cause DLTs. One of the regimens in the Phase 1B trial did cause DLTs in two patients, one of whom died. The Phase
1B trial is continuing to enroll patients and is expected to complete enrollment in early 2024. The next trial will be a Phase 2 trial
to determine which regimens provide an improved efficacy-safety profile over present therapy using the principles of the FDA's
Project Optimus initiative to help guide the design of the trial. This FDA initiative requires us to consider NGC regimens that are not
at the maximum tolerated dose or exposure level.

 Discussions
with the FDA in April 2023 have clarified that the major goal for the next Phase 2 trial will be to evaluate and understand the dose-
and exposure-response relationship for anti-tumor activity and safety. The specific dosage regimens for the trial will be defined following
the determination of the MTD from our ongoing Phase 1B trial. Cohort 3 in the Phase 1B trial, which dosed patients with PCS6422 in combination
with capecitabine at 150 mg BID (twice a day), completed with no dose-limiting toxicities. Enrollment in Cohort 4 was expanded to include
six patients to further evaluate the safety at this dose. Enrollment in this cohort is now complete and to date, no DLTs have been observed
in this cohort, but safety evaluation for this cohort is still ongoing. Once the cohort and the safety evaluation is complete, the need
for any additional cohorts will be further evaluated. Following the FDA meeting on December 11, 2023, we have decided the next NGC-Cap
trial would be a Phase 2 trial in breast cancer. This decision was supported through discussions with the FDA where we agreed with the
FDA that the development of NGC-Cap in breast cancer would be a more efficient development program than metastatic colorectal cancer
and improve the likelihood of FDA approval. The FDA has agreed that the data generated from past and existing studies could be used to
directly support the Phase 2 trial in breast cancer. Capecitabine is already approved as both monotherapy and combination therapy in
breast cancer, which contributes to the logic and efficiency of our current direction. In addition, the FDA's agreement that our
present data would support a Phase 2 trial in breast cancer makes the expansion seamless. The objective for the Phase 2 trial will be
to provide safety-efficacy data to preliminarily demonstrate the benefit of NGC-Cap over capecitabine and other treatment options. Based
on this expansion to breast cancer, we expanded our Oncology Advisory Board to include key breast cancer oncologists. We have already
determined the Phase 2 study design, which we expect to share with the FDA soon, and plan to use the funding from our January 2024 public offering to begin
enrolling patients in the third quarter of 2024.

 Our
license agreement with Elion Oncology, Inc. ("Elion") for NGC-Cap requires us 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 include dosing a first patient with a product in a Phase 2 or 3 clinical trial on or before October 2, 2024. We are currently
conducting pre-trial activities and planning to dose the first patient in our Phase 2 trial in the third quarter of 2024.

 NGC-Gem
 is a cytidine analog similar to gemcitabine (Gemzar), but different enough in chemical structure that some patients are more
 likely to respond to PCS3117 than gemcitabine. In addition, we believe those patients inherently resistant or who acquire resistance to gemcitabine are likely not
to be resistant to NGC-Gem. The difference in response occurs because NGC-Gem is metabolized to its active metabolite
 through a different enzyme system than gemcitabine. We continue to evaluate the potential use of NGC-Gem in patients with pancreatic
 and other potential cancers and to evaluate ways to identify patients who are more likely to respond to NGC-Gem than gemcitabine.
 We plan to meet with the FDA in 2024 to discuss potential trial designs including implementation of the Project Optimus initiative
 as part of the design. Similar to NGC-Cap, we will need to obtain additional funding before we can begin the Phase 2 trial for NGC-Gem.

 Our
license agreement with Ocuphire Pharma, Inc. ("Ocuphire") for NGC-Gem requires us to use commercially reasonable efforts,
at our sole cost and expense to oversee such commercialization efforts, to research, develop and commercialize products in one or more
countries, including meeting specific diligence milestones that consist of: (i) dosing a patient in a clinical trial prior to June 16,
2024; and (ii) dosing a patient in a pivotal clinical trial or in a clinical trial for a second indication of the drug prior to June
16, 2026. We are currently in discussions with Ocuphire to extend these deadlines.

 NGC-Iri
 is an analog of SN38 (SN38 is the active metabolite of irinotecan) and should have an improved safety/efficacy profile in every type
 of cancer that irinotecan is presently used. The manufacturing process and sites for drug substance and drug product are presently
 being evaluated and IND-enabling toxicology studies will then be initiated. In addition, we are defining the potential paths to approval,
 which include defining the targeted patient population and the type of cancer. We plan to conduct IND enabling and toxicology studies
 in 2024, subject to available funding.

 Non-Oncology
Pipeline for Out-licensing or Partnership

 PCS12852
 is a highly specific and potent 5HT4 agonist that has already been evaluated in clinical studies in South Korea for gastric emptying
 and gastrointestinal motility in healthy volunteers and volunteers with a history of constipation. In October 2021, the FDA cleared
 our IND application to proceed with a Phase 2A trial for the treatment of gastroparesis. We enrolled our first patient on April 5,
 2022 and completed enrollment of the trial on September 2, 2022. Results from this Phase 2A trial, which included 25 patients with
 moderate to severe gastroparesis, demonstrated improvements in gastric emptying in patients receiving 0.5 mg of PCS12852 as compared
 to placebo. The results indicated that for the patients in the PCS12852 group, the mean time for 50% of the gastric contents to empty
 (t50) compared to their baseline value ( SD) decreased by -31.90 min ( 50.53) (compared to the change seen in the placebo
 group of only -9.36 min ( 42.43). Significant gastric emptying differences were not observed between the placebo and the 0.1
 mg dose. Adverse events associated with the administration of PCS12852 were generally mild to moderate as expected, limited in duration,
 and quickly resolved without any sequelae. There were no cardiovascular safety events or serious adverse events reported during the
 trial. Additionally, the 0.5 mg of PCS12852 showed a greater improvement than placebo in the gastroparesis symptomology scales used
 in the trial, including both total scores in the scales, as well as sub-scores such as nausea, vomiting and abdominal pain. With
 the trial now complete, we have the data necessary to finalize the development plan for the treatment of diabetic gastroparesis patients.
 We are exploring options for PCS12852, which may include licensing, partnering and/or collaborating opportunities.

 PCS499
 is an oral tablet of the deuterated analog of one of the major metabolites of pentoxifylline (PTX or Trental). PCS499 is a drug
 that can be used to treat unmet medical need conditions caused by multiple pathophysiological changes. We completed a Phase 2A trial
 for PCS499 in patients with ulcerative and non-ulcerative necrobiosis lipoidica (uNL and NL, respectively) in late 2020, and in May
 2021, we enrolled the first patient in our Phase 2B trial for the treatment of uNL. Although we initiated several recruitment
 programs to enroll patients in this trial, we were only able to recruit four patients. We experienced extremely slow enrollment in
 the trial given the extreme rarity of the condition (rarer than reported in the literature), the impact of COVID-19, and the
 reluctance of patients to be in a clinical trial. We completed the Phase 2B uNL trial for those currently enrolled but halted
 further efforts to enroll new patients in the trial and have terminated the trial. There were no safety concerns during the conduct
 of the trial. Although we believe that PCS499 can be effective in treating uNL, preliminary data indicated that the placebo response
 was likely to be much greater than the literature and clinical experts believe; thus, a much larger sample size would be required in
 a pivotal trial for an indication where it was extremely difficult to enroll even four patients. We are exploring options for PCS499
 in other indications, which may include licensing, partnering and/or collaborating opportunities.

 Manufacturing
and Clinical Supplies

 We
do not own or operate, and currently have no plans to establish, any manufacturing facilities. We currently rely, and expect to continue
to rely, on multiple third-party contract manufacturing organizations (CMOs) for the supply of current Good Manufacturing Practices (cGMP)-grade
clinical trial materials and commercial quantities of our product candidates and products, if approved. We require all our CMOs to conduct
manufacturing activities in compliance with cGMP. We have assembled a team of experienced employees and consultants to provide the necessary
technical, quality and regulatory oversight of our CMOs.

 We
anticipate that these CMOs will have the capacity to support both clinical supply and commercial-scale production, but we do not have
any formal agreements at this time with any of these CMOs to cover commercial production. We also may elect to pursue additional CMOs
for manufacturing supplies of drug substance and finished drug product in the future. We believe that our standardized manufacturing
process can be transferred to a number of other CMOs for the production of clinical and commercial supplies of our product candidates
in the ordinary course of business.

 Competition

 Many
of our potential competitors may have significantly greater financial resources, a more established presence in the market, and more
expertise in research and development, manufacturing, pre-clinical and clinical testing, obtaining regulatory approvals and reimbursement,
and marketing approved products than we do. Mergers and acquisitions in the pharmaceutical, biotechnology and diagnostic industries may
result in even more resources being concentrated among a smaller number of our competitors. Smaller or early-stage companies may also
prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These potential
competitors may also compete with us in recruiting and retaining top qualified scientific, sales, marketing and management personnel
and establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary
to, or necessary for, our programs.

 The
key competitive factors affecting each of our products, if approved, are likely to include the efficacy, safety, convenience and price
of the products relative to other approved products used on- or off-label for each unmet medical need condition. Although preliminary
clinical data exists to support the possibility of improved efficacy and safety profiles for our drugs, more in-depth randomized, controlled
studies are required for our products to determine if our preliminary findings will support the approval in the designated unmet medical
need indication.

 For
NGC-Cap, the competitive factors will be related to the efficacy and safety of the product when compared to capecitabine. The market penetration will depend on how much improvement will occur in the efficacy
and/or safety profiles when administered in combination with PCS6422. Currently, there are no other reversible or irreversible enzyme
inhibitor products approved in the US and no irreversible enzyme inhibitors approved ex-US, which may make PCS6422 the first DPD irreversible
inhibitor available.

 For
NGC-Gem, the competitive factors will include establishing market penetration against other cytidine analogues, such as gemcitabine,
which is currently used as first or second line chemotherapy either alone or in combination with other chemotherapy agents. The market
penetration will depend on the potential for an improved efficacy profile in patients who have developed tolerance to other agents.

 For
NGC-Iri, the competitive factors will include establishing marketing penetration against the existing irinotecan product (Camptosar)
and the newer liposomal irinotecan product (Onivyde). The establishment of that market will be based upon improved efficacy and/or
safety of NGC-Iri.

 For
PCS12852, the competitive factors will include establishing marketing penetration against the metoclopramide products (the only approved
drug to treat gastroparesis) and other 5-HT4 receptor agonists used off label. The market penetration will depend on the potential for
an improved safety profile due to the very selective 5-HT4 receptor binding by PCS12852 and similar or greater efficacy in the treatment
of gastroparesis.

 For
PCS499, there are currently no FDA-approved drugs for the treatment of patients with NL, and few drugs are used off-label for NL given
the lack of efficacy and/or side effect concerns.

 Our
commercial opportunity for any of our product candidates could be reduced or eliminated if our competitors develop and commercialize
products that are safer, more effective, less expensive, more convenient or easier to administer, or have fewer or less severe side effects,
than any products that we may develop. Our competitors also may obtain FDA, EMA or other regulatory approval for their products more
rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are
able to enter the market.

 Intellectual
Property

 Our
success will depend in large part on our ability and that of our licensors to:

 obtain
 and maintain international and domestic patent and other legal protections for the proprietary technology, inventions and improvements
 we consider important to our business;

 prosecute
 and defend our existing and future patents, once obtained;

 preserve
 confidentiality of our own and our licensed methods, processes and know-how; and

 operate
 without infringing the patents and proprietary rights of other parties.

we rely extensively on licensing patents from third parties, we intend to seek appropriate patent protection for product candidates in
our research and development programs, where applicable, and their uses by filing patent applications in the United States and other
selected countries. We intend for these patent applications to cover, where possible, claims for compositions of matter, medical uses,
processes for preparation and formulations.

 Our
current patent portfolio consists of the number of patents related to our drug candidates licensed from each third-party licensor. In
addition to the international patents and/or international and U.S. patent applications licensed from our third-party licensors, we have
licensed at least the following number of U.S. patents:

 CoNCERT

 Yuhan

 Aposense

 Elion

 Ocuphire

 Total

 U.S.
 patents

 A
provisional patent for NGC-Cap has been filed.

 Besides
relying on patents, we may also rely on trade secrets, proprietary know-how and continuing innovation to develop and maintain our competitive
position, especially when we do not believe that patent protection is appropriate or can be obtained. In addition, we continuously evaluate
opportunities to obtain exclusivity through our regulatory filings with the FDA. We seek protection of these trade secrets, proprietary
know-how and any continuing innovation, in part, through confidentiality and proprietary information agreements. However, these agreements
may not provide meaningful protection for, or adequate remedies to protect, our technology in the event of unauthorized use or disclosure
of information. Furthermore, our trade secrets may otherwise become known to, or be independently developed by, our competitors.

Agreements

 The
following descriptions of our license agreements are only summaries. You should also refer to the copies of such agreements which have
been filed as exhibits to this Annual Report.

Agreement with Elion Oncology, Inc.

 On
August 23, 2020, we entered into a condition precedent License Agreement with Elion Oncology ("Elion License Agreement"),
pursuant to which we acquired an exclusive license to develop, manufacture and commercialize PCS6422 globally. The license grant was
conditioned on the following being satisfied by October 30, 2020: (i) our closing on an equity financing of at least $15 million in gross
proceeds and (ii) successful up-listing to Nasdaq.

 On
October 6, 2020, all conditions were satisfied, resulting in the addition of PCS6422 to our portfolio, and we paid $100,000 cash and
issued 41,250 shares of our common stock to Elion. As part of
the Elion License Agreement, we agreed to issue to Elion 5,000 shares of our common stock on each of the first and second anniversary
dates of the Elion License Agreement.

 As
additional consideration, we will pay Elion development and regulatory milestone payments (a portion of which are payable in shares of
our common stock and a portion of which are payable in cash) upon the achievement of certain milestones, which include FDA or other regulatory
approval and dosing a patient. In addition, we must pay Elion 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 received with Elion based on any sub-license agreement we may enter.

 On
May 17, 2022, we amended the third Milestone Event of Section 6.4 of our License Agreement with Elion Oncology, Inc. changing the third
Milestone Event from "1 st Patient in Dose Confirmation Study" to (a) determination of the maximum tolerated dose
(MTD) or (b) determination of the recommended Phase 2 Dose. Prior to this amendment, the third milestone was not considered probable
since it was unknown when, or if a dose confirmation study was going to be conducted. As a result of the modification, we consider it
probable that the recommended Phase 2 dosage regimen could be determined in connection with our current Phase 1B trial for NGC-Cap. We
recorded an expense and related liability of $189,000 representing the value of the shares we anticipate issuing to Elion at the fair
value on the date of modification. No other terms or conditions of the License Agreement were modified. We determined the dosage for
our Phase 2 study on January 25, 2024 and issued 5,000 shares of common stock to Elion for meeting this milestone.

 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 dosing a first patient with a product in a Phase 2 or 3 clinical trial by October 2, 2024. We are currently on track to dose our first patient in a Phase 2 clinical trial by the deadline. Either party
may terminate the agreement in the event of a material breach of the 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).

Agreement with Ocuphire Pharma, Inc.

 On
June 16, 2021, we executed a License Agreement with Ocuphire Pharma, Inc. ("Ocuphire Agreement") under which we received
a license to research, develop and commercialize PCS3117 globally, excluding the Republic of Singapore, China, Hong
Kong, Macau and Taiwan.

 As
consideration for the Ocuphire Agreement, we issued 2,235 shares of our common stock to Ocuphire, a cash payment of $200,000 and assumed
$66,583 in certain liabilities. Additional consideration includes future development and regulatory milestones payments to Ocuphire upon
our achievement of certain defined clinical milestones, such as dosing a patient in pivotal trials and receiving marketing authorization
by a regulatory authority in the United States or another country. In addition, we are required to pay Ocuphire one-time sales milestone
payments based on the achievement during a calendar year of the highest annual Net Sales for products made and pay royalties based on
annual Net Sales, as defined in the Ocuphire Agreement.

 We
are required to use commercially reasonable efforts, at our sole cost and expense to oversee such commercialization efforts, to
research, develop and commercialize products in one or more countries, including meeting specific diligence milestones that consist
of: (i) first patient administered drug in a Clinical Trial of a Product prior to June 16, 2024 and (ii) first patient administered
drug in a Pivotal Clinical Trial of a Product or first patient administered drug in a Clinical Trial for a Second Indication of a
Product prior to June 16, 2026. We are currently in discussions with Ocuphire to extend these deadlines. Although we do not
anticipate having any issues in extending the deadlines, there can be no assurance that such negotiations will be successful. Either
party may terminate the agreement in the event of a material breach of the agreement that has not been cured following written
notice and a 120-day opportunity to cure such breach.

Agreement with Aposense, Ltd.

 On
May 24, 2020, we entered into a condition precedent License Agreement with Aposense, Ltd. ("Aposense License Agreement"),
pursuant to which we were granted Aposense's patent rights and Know-How to develop and commercialize their next generation irinotecan
cancer drug, PCS11T. The Aposense License Agreement provides us with an exclusive worldwide license (excluding
China), to research, develop and commercialize products comprising or containing PCS11T. The license grant was conditioned on the following
being satisfied within nine months of May 24, 2020 (or the Aposense License 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 License Agreement.

 On
October 6, 2020, all conditions were satisfied, resulting in the addition of PCS11T to our portfolio, and we issued 31,250 shares of
our common stock to Aposense. 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 will 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 sales milestone
payments or royalties we receive with Aposense based on any sub-license agreement we may enter.

Agreement with Yuhan Corporation

 On
August 19, 2020, we entered into a License Agreement with Yuhan Corporation ("Yuhan License Agreement"), pursuant to which
we acquired an exclusive license to develop, manufacture and commercialize PCS12852 globally, excluding South
Korea.

 As
consideration for the Yuhan License Agreement and related Share Issuance Agreement, we issued to Yuhan 25,000 shares of common stock.
As additional consideration, we will pay Yuhan development and regulatory milestone payments (a portion of which are payable in shares
of our common stock based on the volume weighted average trading price during the period prior to such achievement and a portion of which
are payable in cash) upon the achievement of certain milestones, based on a Yuhan affiliate purchasing 37,500 shares of common stock
for $3,000,000 in our October 2020 underwritten public offering. The milestones primarily consist of dosing a patient in pivotal trials
or having a drug indication approved by a regulatory authority in the United States or another country. In addition, we must pay Yuhan
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 received with Yuhan based
on any sub-license agreement we may enter.

 We
are required to use commercially reasonable efforts, at our sole cost and expense, in conjunction with a joint Processa-Yuhan Board to
oversee such commercialization efforts, to research, develop and commercialize products in one or more countries, including meeting specific
diligence milestones that consist of: (i) preparing a first draft of the product development plan within 90 days; (ii) requesting an
FDA pre-IND meeting for a product within 6 months; (iii) dosing a first patient in a Phase 2A clinical trial with a product within 24
months; and (iv) dosing a first patient with a product in a Phase 2B clinical trial, Phase 3 clinical trial or other pivotal clinical
trial with a product by August 19, 2024. Either party may terminate the agreement in the event of a material breach of the 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).

Agreement with CoNCERT Pharmaceuticals, Inc.

 On
October 4, 2017, Promet entered into a License Agreement with CoNCERT ("CoNCERT License Agreement"). On March 19, 2018, we,
Promet, and CoNCERT entered into an Amended Option Licensing Agreement ("March Amendment") that, among other things, assigned
the CoNCERT Agreement from Promet to us and we exercised the exclusive commercial license option for the PCS499 compound from CoNCERT.

 The
CoNCERT License Agreement provides us with an exclusive (including as 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 future worldwide
net sales, or pay a percentage of any sublicense revenue.

 We
will incur royalty obligations to CoNCERT on a country-by-country and product-by-product basis that expire on a country-by-country and
product-by-product basis on the later of (i) expiration or invalidation of the last patent rights covering such product in such country
or (ii) the tenth anniversary of the date of the first commercial sale to a non-sublicensee third party of such product in such country.

 We
are required to use commercially reasonable efforts, at our sole cost and expense, to develop and obtain regulatory approval for one
product in the U.S. and at least one other major market and, subject to obtaining regulatory approval in the applicable major market,
commercialize one product in the U.S. and at least one other major market. CoNCERT may terminate the agreement if, following written
notice and a 60-day opportunity to demonstrate a plan to cure, it believes that we are not using commercially reasonable efforts to develop
and obtain regulatory approval for one product in the U.S. and in at least one other major market for any consecutive nine-month period.

 The
term of the CoNCERT License Agreement continues in full force and effect until the expiration of the last royalty term. On a country-by-country
and product-by-product basis, upon the expiration of the royalty term in such country with respect to such product, we shall have a fully
paid-up, perpetual, irrevocable license to such intellectual property with respect to such product in such country. In the event of a
material breach of the CoNCERT Agreement, either party may terminate the agreement provided such breach is not cured in the 90 days following
written notice of the breach (which is shortened to 15 days for a payment breach). In addition, either party may terminate the agreement
upon an assignment for the benefit of creditors or the filing of an insolvency proceeding by or against the other party that is not dismissed
within 90 days of such filing.

 Government
Regulation

 The
FDA and comparable regulatory authorities in state and local jurisdictions and in other countries impose substantial and burdensome requirements
upon companies involved in the clinical development, manufacture, marketing and distribution of drugs, such as those we are developing.
These agencies and other federal, state and local entities regulate, among other things, the research and development, testing, manufacture,
quality control, safety, effectiveness, labeling, storage, record keeping, approval, advertising and promotion, distribution, post-approval
monitoring and reporting, sampling and export and import of our product candidates.

 U.S.
Government Regulation

 In
the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or FDCA, and its implementing regulations.
The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes
and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements
at any time during the product development process, approval process or after approval, may subject an applicant to a variety of administrative
or judicial sanctions, such as the FDA's refusal to approve pending NDAs, withdrawal of an approval, imposition of a clinical hold,
issuance of warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions,
fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties.

 The
process required by the FDA before a drug may be marketed in the United States generally involves the following:

 completion
 of pre-clinical laboratory tests, animal studies and formulation studies in compliance with the FDA's good laboratory practice
 (GLP) regulations;

 submission
 to the FDA of an IND application, which must become effective before human clinical trials may begin;

 approval
 by an independent Institutional Review Board (IRB), at each clinical site before each trial may be initiated;

 performance
 of adequate and well-controlled human clinical trials in accordance with good clinical practices (GCP) requirements to establish
 the safety and efficacy of the proposed drug product for each indication;

 submission
 to the FDA of an NDA;

 satisfactory
 completion of an FDA advisory committee review, if applicable;

 satisfactory
 completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance
 with cGMP requirements and to assure that the facilities, methods and controls are adequate to preserve the drug's identity,
 strength, quality and purity;

 FDA
 review and approval of the NDA, including consideration of the views of any FDA advisory committee, prior to commercial marketing
 or sale of the drug in the United States; and

 compliance
 with any post-approval requirements, including the potential requirement to implement a Risk Evaluation and Mitigation Strategy (REMS)
 or to conduct a post-approval study.

 Pre-clinical
studies

 Before
testing any biological product candidate in humans, including our product candidates, the product candidate must undergo rigorous pre-clinical
testing. The pre-clinical developmental stage generally involves laboratory evaluations of drug chemistry, formulation and stability,
as well as studies to evaluate toxicity in animals, to assess the potential for adverse events and, in some cases, to establish a rationale
for therapeutic use. The conduct of pre-clinical studies is subject to federal regulations and requirements, including GLP regulations
for safety/toxicology studies. An IND sponsor must submit the results of the pre-clinical studies, together with manufacturing information,
analytical data, any available clinical data or literature and a proposed clinical protocol, to the FDA as part of the IND.

 An
IND is a request for authorization from the FDA to administer an investigational product to humans and must become effective before human
clinical trials may begin. Some long-term pre-clinical testing, such as animal tests of reproductive adverse events and carcinogenicity,
may continue after the IND is submitted. An IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA raises
concerns or questions before that time related to one or more proposed clinical trials and places the trial on clinical hold. In such
a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. As a result, submission
of an IND may not result in the FDA allowing clinical trials to commence.

trials

 The
clinical stage of development involves the administration of the investigational product to healthy volunteers or patients under the
supervision of qualified investigators, generally physicians not employed by, or under control of, the trial sponsor, in accordance with
GCPs, which include the requirement that all research patients provide their informed consent for their participation in any clinical
trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial, dosing procedures,
subject selection and exclusion criteria and the parameters to be used to monitor subject safety and assess efficacy. Each protocol,
and any subsequent amendments to the protocol, must be submitted to the FDA as part of the IND. Furthermore, each clinical trial must
be reviewed and approved by an IRB for each institution at which the clinical trial will be conducted to ensure that the risks to individuals
participating in the clinical trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the
informed consent form that must be provided to each clinical trial subject or his or her legal representative and must monitor the clinical
trial until completed. There also are requirements governing the reporting of ongoing clinical trials and completed clinical trial results
to public registries. Information about most clinical trials must be submitted within specific timeframes for publication on www.clinicaltrials.gov.
Information related to the product, patient population, phase of investigation, study sites and investigators and other aspects of the
clinical trial is made public as part of the registration of the clinical trial. Sponsors are also obligated to disclose the results
of their clinical trials after completion. Disclosure of the results of these trials can be delayed in some cases for up to two years
after the date of completion of the trial. Competitors may use the publicly available information to gain knowledge regarding the progress
of development programs.

 Human
clinical trials are typically conducted in three sequential phases, which may overlap or be combined:

 Phase
 1 clinical trials generally involve a small number of healthy volunteers or disease-affected patients who are initially exposed to
 a single dose and then multiple doses of the product candidate. The primary purpose of these clinical trials is to assess the metabolism,
 pharmacologic action, side effect tolerability and safety of the drug.

 Phase
 2 clinical trials involve studies in disease-affected patients to determine the dose required to produce the desired benefits. At
 the same time, safety and further pharmacokinetic and pharmacodynamic information is collected, possible adverse effects and safety
 risks are identified, and a preliminary evaluation of efficacy is conducted. The goal of the Phase 2 trial is to also determine the
 "best" dosage regimen(s) to evaluate in the Phase 3 trial. The "best" regimen(s) means the regimen(s) that
 is(are) most likely to provide a safe-efficacious regimen that appropriately balances the risk-benefit analysis that the FDA is required
 to evaluate in each drug approval. The ideal way to define this "best" regimen for FDA is to evaluate the adverse event-drug
 exposure and efficacy-drug exposure relationships, which has also been previously called dose-response relationships or studies,
 and which has now become the foundation for both the FDA's Project Optimus Oncology initiative and the draft Guidance to determine
 the optimal dose for an oncology drug.

 Phase
 3 clinical trials generally involve a larger number of patients at multiple sites and are designed to provide the data necessary
 to demonstrate the effectiveness of the product for its intended use, its safety in use and to establish the overall benefit/risk
 relationship of the product and provide an adequate basis for product approval. These trials may include comparisons with placebo
 and/or other comparator treatments. The duration of treatment is often extended to mimic the actual use of a product during marketing.

 Post-approval
trials, sometimes referred to as Phase 4 clinical trials, may be conducted after initial marketing approval. These trials are used to
gain additional experience from the treatment of patients in the intended therapeutic indication, particularly for long-term safety follow
up. In certain instances, the FDA may mandate the performance of Phase 4 clinical trials as a condition of approval of a biologics license
application (BLA).

 Progress
reports detailing the results of the clinical trials must be submitted at least annually to the FDA and more frequently if serious adverse
events occur. The FDA or the sponsor may suspend or terminate a clinical trial at any time, or the FDA may impose other sanctions on
various grounds, including a finding that the research patients are being exposed to an unacceptable health risk. Similarly, an IRB can
refuse, suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance
with the IRB's requirements or if the drug has been associated with unexpected serious harm to patients.

 Concurrently
with clinical trials, companies usually complete additional pre-clinical studies and must also develop additional information about the
physical characteristics of the biological product as well as finalize a process for manufacturing the product in commercial quantities
in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product
candidate and, among other things, the sponsor must develop methods for testing the identity, strength, quality, potency and purity of
the final biological product. Additionally, appropriate packaging must be selected and tested, and stability studies must be conducted
to demonstrate that the biological product candidate does not undergo unacceptable deterioration over its shelf life.

 Marketing
Approval

 Assuming
successful completion of the required clinical testing, the results of the pre-clinical studies and clinical trials, together with detailed
information relating to the product's chemistry, manufacture, controls and proposed labeling, among other things, are submitted
to the FDA as part of an NDA requesting approval to market the product for one or more indications. In most cases, the submission of
an NDA is subject to a substantial application user fee.

 The
review process typically takes twelve months from the date the NDA is submitted to the FDA. The FDA conducts a preliminary review of
all NDAs within the first 60 days after submission to determine whether they are sufficiently complete to permit substantive review before
accepting them for "filing." The FDA may request additional information rather than accept an NDA for filing. In this event,
the application must be resubmitted with the additional information. The resubmitted application is also subject to review before the
FDA accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depth substantive review. The FDA reviews
an NDA to determine, among other things, whether the drug is safe and effective and whether the facility in which it is manufactured,
processed, packaged or held meets standards designed to assure the product's continued safety, quality and purity. Under the current
guidelines in effect in the Prescription Drug User Fee Act (PDUFA), the FDA has a goal to review and act on the submission within ten
months from the completion of the preliminary review of a standard NDA for a new molecular entity.

 In
addition, under the Pediatric Research Equity Act of 2003, as amended and reauthorized, certain NDAs or supplements to an NDA must contain
data that are adequate to assess the safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations,
and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The FDA may, on
its own initiative or at the request of the applicant, grant deferrals for submission of some or all pediatric data until after approval
of the product for use in adults, or full or partial waivers from the pediatric data requirements.

 The
FDA also may require submission of a REMS plan to ensure that the benefits of the drug outweigh its risks. The REMS plan could include
medication guides, physician communication plans, assessment plans, and/or elements to assure safe use, such as restricted distribution
methods, patient registries, or other risk minimization tools.

 The
FDA may refer an application for a novel drug to an advisory committee. An advisory committee is a panel of independent experts, including
clinicians and other scientific experts, that reviews, evaluates and provides a recommendation as to whether the application should be
approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations
carefully when making decisions.

 Before
approving an NDA, the FDA typically will inspect the facility or facilities where the product is manufactured. The FDA will not approve
an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate
to assure consistent production of the product within required specifications. Additionally, before approving an NDA, the FDA may inspect
one or more clinical trial sites to assure compliance with GCP requirements.

 After
evaluating the NDA and all related information, including the advisory committee recommendation, if any, and inspection reports regarding
the manufacturing facilities and clinical trial sites, the FDA may issue an approval letter, or, in some cases, a complete response letter.
A complete response letter generally contains a statement of specific conditions that must be met in order to secure final approval of
the NDA and may require additional clinical trials or pre-clinical studies in order for FDA to reconsider the application. Even with
submission of this additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria
for approval. If and when those conditions have been met to the FDA's satisfaction, the FDA will typically issue an approval letter.
An approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications.

 Orphan
drug designation

 Under
the Orphan Drug Act, the FDA may grant orphan designation to a drug or biologic product intended to treat a rare disease or condition,
which is generally a disease or condition that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals
in the United States and for which there is no reasonable expectation that the cost of developing and making the product available in
the United States for this type of disease or condition will be recovered from sales of the product in the United States. Orphan drug
designation must be requested before submitting a BLA. After the FDA grants orphan drug designation, the identity of the therapeutic
agent and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in, or shorten
the duration of, the regulatory review and approval process. Orphan drug designation entitles a party to financial incentives such as
opportunities for grant funding towards clinical trial costs, tax advantages and user-fee waivers.

 If
a product that has orphan designation subsequently receives the first FDA approval for the disease or condition for which it has such
designation, the product is entitled to orphan drug exclusivity, which means that the FDA may not approve any other applications to market
the same drug for the same indication for seven years from the date of such approval, except in limited circumstances, such as a showing
of clinical superiority to the product with orphan exclusivity by means of greater effectiveness, greater safety, by providing a major
contribution to patient care or in instances of drug supply issues. Competitors, however, may receive approval of either a different
product for the same indication or the same product for a different indication that could be used "off-label" by physicians
in the orphan indication, even though the competitor's product is not approved in the orphan indication. Orphan drug exclusivity
also could block the approval of one of our products for seven years if a competitor obtains approval before we do of the same product,
as defined by the FDA, for the same indication we are seeking, or if our product candidate is determined to be contained within the scope
of the competitor's product for the same indication or disease. If one of our products designated as an orphan drug receives marketing
approval for an indication broader than that which is designated, it may not be entitled to orphan drug exclusivity. Orphan drug status
in the European Union, or EU, has similar, but not identical, requirements and benefits.

 Expedited
review and approval

 The
FDA has various programs, including fast track designation, accelerated approval, priority review and breakthrough therapy designation,
which are intended to expedite or simplify the process for the development and FDA review of drugs that are intended for the treatment
of serious or life-threatening diseases or conditions and demonstrate the potential to address unmet medical needs. The purpose of these
programs is to provide important new drugs to patients earlier than under standard FDA review procedures.

 To
be eligible for a fast track designation, the FDA must determine, based on the request of a sponsor, that a product is intended to treat
a serious or life-threatening disease or condition and demonstrates the potential to address an unmet medical need. The FDA will determine
that a product will fill an unmet medical need if it will provide a therapy where none exists or provide a therapy that may be potentially
superior to existing therapy based on efficacy or safety factors. The FDA may review sections of the NDA for a fast track product on
a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the submission of the sections of
the NDA, the FDA agrees to accept sections of the NDA and determines that the schedule is acceptable, and the sponsor pays any required
user fees upon submission of the first section of the NDA.

 The
FDA may give a priority review designation to drugs that offer major advances in treatment or provide a treatment where no adequate therapy
exists. A priority review means that the goal for the FDA to review an application is six months, rather than the standard review of
ten months under current PDUFA guidelines. Under the new PDUFA agreement, these six- and ten-month review periods are measured from the
"filing" date rather than the receipt date for NDAs for new molecular entities, which typically adds approximately two months
to the timeline for review and decision from the date of submission. Most products that are eligible for fast track designation are also
likely to be considered appropriate to receive a priority review.

 In
addition, products studied for their safety and effectiveness in treating serious or life-threatening illnesses and that provide meaningful
therapeutic benefit over existing treatments may be eligible for accelerated approval and may be approved on the basis of adequate and
well-controlled clinical trials establishing that the drug product has an effect on a surrogate endpoint that is reasonably likely to
predict clinical benefit, or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, that is reasonably
likely to predict an effect on irreversible morbidity or mortality or other clinical benefit, taking into account the severity, rarity
or prevalence of the condition and the availability or lack of alternative treatments. As a condition of approval, the FDA may require
a sponsor of a drug receiving accelerated approval to perform post-marketing studies to verify and describe the predicted effect on irreversible
morbidity or mortality or other clinical endpoint, and the drug may be subject to accelerated withdrawal procedures.

 Moreover,
under the provisions of the Food and Drug Administration Safety and Innovation Act, a sponsor can request designation of a product candidate
as a "breakthrough therapy." A breakthrough therapy is defined as a drug that is intended, alone or in combination with one
or more other drugs, to treat a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the
drug may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial
treatment effects observed early in clinical development. Drugs designated as breakthrough therapies are also eligible for accelerated
approval. The FDA must take certain actions, such as holding timely meetings and providing advice, intended to expedite the development
and review of an application for approval of a breakthrough therapy.

 Even
if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for
qualification or decide that the time period for FDA review or approval will not be shortened. Furthermore, fast track designation, priority
review and breakthrough therapy designation do not change the standards for approval, but may expedite the development or approval process.
We may explore some of these opportunities for our product candidates as appropriate.

 Post-approval
requirements

 Drugs
manufactured or distributed pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including, among
other things, requirements relating to recordkeeping, periodic reporting, product sampling and distribution, advertising and promotion
and reporting of adverse experiences with the product. After approval, most changes to the approved product, such as adding new indications
or other labeling claims are subject to prior FDA review and approval. There are also continuing annual user fee requirements for any
marketed products and the establishments at which such products are manufactured, as well as new application fees for supplemental applications
with clinical data.

 The
FDA may impose a number of post-approval requirements as a condition of approval of an NDA. For example, the FDA may require post-marketing
testing, including Phase 4 clinical trials, and surveillance to further assess and monitor the product's safety and effectiveness
after commercialization.

 In
addition, drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register
their establishments with the FDA and state agencies, and are subject to periodic unannounced inspections by the FDA and these state
agencies for compliance with cGMP requirements. Changes to the manufacturing process are strictly regulated and often require prior FDA
approval before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP requirements
and impose reporting and documentation requirements upon the sponsor and any third-party manufacturers that the sponsor may decide to
use. Accordingly, manufacturers must continue to expend time, money, and effort in the area of production and quality control to maintain
cGMP compliance.

 Once
an approval is granted, the FDA may withdraw the approval if compliance with regulatory requirements and standards is not maintained
or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse
events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may
result in mandatory revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical trials
to assess new safety risks; or imposition of distribution or other restrictions under a REMS program. Other potential consequences include,
among other things:

 restrictions
 on the marketing or manufacturing of the product;

 complete
 withdrawal of the product from the market or product recalls;

 safety
 alerts, Dear Healthcare Provider letters, press releases or other communications containing warning or other safety information about
 the product;

 fines,
 warning letters or holds on post-approval clinical trials;

 refusal
 of the FDA to approve pending NDAs or supplements to approved NDAs, or suspension or revocation of product approvals; product seizure
 or detention, or refusal to permit the import or export of products; or

 injunctions
 or the imposition of civil or criminal penalties.

 The
FDA strictly regulates marketing, labeling, advertising and promotion of products that are placed on the market. Drugs may be promoted
only for the approved indications and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce
the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label
uses may be subject to significant liability.

 In
addition, the distribution of prescription pharmaceutical products is subject to the Prescription Drug Marketing Act (PDMA), which regulates
the distribution of drugs and drug samples at the federal level and sets minimum standards for the registration and regulation of drug
distributors by the states. Both the PDMA and state laws limit the distribution of prescription pharmaceutical product samples and impose
requirements to ensure accountability in distribution.

 Other
Regulatory Matters

 Pharmaceutical
companies are subject to additional healthcare regulation and enforcement by the federal government and by authorities in the states
and foreign jurisdictions in which they conduct their business. Manufacturing, sales, promotion and other activities following product
approval are subject to regulation by numerous regulatory authorities in the United States in addition to the FDA, including Centers
for Medicare and Medicaid Services (CMS), other divisions of the Department of Health and Human Services, the Department of Justice,
the Drug Enforcement Administration, the Consumer Product Safety Commission, the Federal Trade Commission, the Occupational Safety &
Health Administration, the Environmental Protection Agency, and state and local governments.

 For
example, in the United States, sales, marketing and scientific and educational programs also must comply with state and federal fraud
and abuse laws, false claims laws, transparency laws, government price reporting, and health information privacy and security laws. These
laws include the following:

 the
 federal Anti-Kickback Statute, which makes it illegal for any person, including a prescription drug manufacturer (or a party acting
 on its behalf), to knowingly and willfully solicit, receive, offer or pay any remuneration that is intended to induce or reward referrals,
 including the purchase, recommendation, order or prescription of a particular drug, for which payment may be made under a federal
 healthcare program, such as Medicare or Medicaid. Moreover, the Patient Protection and Affordable Care Act of 2010, as amended by
 the Health Care and Education Reconciliation Act of 2010 (collectively, the ACA), provides that the government may assert that a
 claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent
 claim for purposes of the civil False Claims Act;

 federal
 civil and criminal false claims and civil monetary penalties laws, including the civil False Claims Act that can be enforced by private
 citizens through civil whistleblower or qui tam actions, prohibit individuals or entities from, among other things, knowingly presenting,
 or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement
 to avoid, decrease or conceal an obligation to pay money to the federal government;

 the
 Federal Health Insurance Portability and Accountability Act of 1996 (HIPAA) which prohibits,
 among other things, executing or attempting to execute a scheme to defraud any healthcare
 benefit program or making false statements relating to healthcare matters;

 HIPAA,
 as amended by the Health Information Technology for Economic and Clinical Health Act and their implementing regulations, which also
 imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of
 individually identifiable health information;

 federal
 consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm
 consumers;

 the
 FDCA, which prohibits, among other things, the adulteration or misbranding of drugs, biologics and medical devices;

 the
 federal Physician Payments Sunshine Act, which requires applicable manufacturers of covered drugs, devices, biologics and medical
 supplies for which payment is available under Medicare, Medicaid or the Children's Health Insurance Program, with specific
 exceptions, to annually report to CMS information regarding payments and other transfers of value to physicians and teaching hospitals
 as well as information regarding ownership and investment interests held by physicians and their immediate family members; and

 analogous
 state and foreign laws and regulations, such as state anti-kickback and false claims laws which may apply to sales or marketing arrangements
 and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers;
 state laws that require biotechnology companies to comply with the biotechnology industry's voluntary compliance guidelines
 and the relevant compliance guidance promulgated by the federal government and may require drug manufacturers to report information
 related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; state laws
 that require biotechnology companies to report information on the pricing of certain drug products; and state and foreign laws that
 govern the privacy and security of health information in some circumstances, many of which differ from each other in significant
 ways and often are not preempted by HIPAA, thus complicating compliance efforts.

 Pricing
and rebate programs must also comply with the Medicaid rebate requirements of the U.S. Omnibus Budget Reconciliation Act of 1990 and
more recent requirements in the ACA. If products are made available to authorized users of the Federal Supply Schedule of the General
Services Administration, additional laws and requirements apply. Products must meet applicable child-resistant packaging requirements
under the U.S. Poison Prevention Packaging Act. Manufacturing, sales, promotion and other activities also are potentially subject to
federal and state consumer protection and unfair competition laws.

 The
distribution of pharmaceutical products is subject to additional requirements and regulations, including extensive record-keeping, licensing,
storage and security requirements intended to prevent the unauthorized sale of pharmaceutical products.

 The
failure to comply with any of these laws or regulatory requirements subjects firms to possible legal or regulatory action. Depending
on the circumstances, failure to meet applicable regulatory requirements can result in significant civil, criminal and administrative
penalties, including damages, fines, disgorgement, individual imprisonment, exclusion from participation in government funded healthcare
programs, such as Medicare and Medicaid, integrity oversight and reporting obligations, contractual damages, reputational harm, diminished
profits and future earnings, injunctions, requests for recall, seizure of products, total or partial suspension of production, denial
or withdrawal of product approvals or refusal to allow a firm to enter into supply contracts, including government contracts.

 U.S.
Patent-Term Restoration and Marketing Exclusivity

 Depending
upon the timing, duration and specifics of FDA approval of any future product candidates, some of our U.S. patents may be eligible for
limited patent term extension under the Hatch-Waxman Act. The Hatch-Waxman Act permits restoration of the patent term of up to five years
as compensation for patent term lost during product development and FDA regulatory review process. Patent-term restoration, however,
cannot extend the remaining term of a patent beyond a total of 14 years from the product's approval date. The patent-term restoration
period is generally one-half the time between the effective date of an IND or the issue date of the patent, whichever is later, and the
submission date of an NDA plus the time between the submission date of an NDA or the issue date of the patent, whichever is later, and
the approval of that application, except that the review period is reduced by any time during which the applicant failed to exercise
due diligence. Only one patent applicable to an approved drug is eligible for the extension and the application for the extension must
be submitted prior to the expiration of the patent. The United States Patent and Trademark Office, in consultation with the FDA, reviews
and approves the application for any patent term extension or restoration. In the future, we may apply for restoration of patent term
for our currently owned or licensed patents to add patent life beyond its current expiration date, depending on the expected length of
the clinical trials and other factors involved in the filing of the relevant NDA.

 Market
exclusivity provisions under the FDCA also can delay the submission or the approval of certain applications. The FDCA provides a five-year
period of non-patent marketing exclusivity within the United States to the first applicant to gain approval of an NDA for a new chemical
entity. A drug is a new chemical entity if the FDA has not previously approved any other new drug containing the same active moiety,
which is the molecule or ion responsible for the action of the drug substance. During the exclusivity period, the FDA may not accept
for review an abbreviated new drug application (ANDA) or a 505(b)(2) NDA submitted by another company for another version of such drug
where the applicant does not own or have a legal right of reference to all the data required for approval. However, an application may
be submitted after four years if it contains a certification of patent invalidity or non-infringement. The FDCA also provides three years
of marketing exclusivity for an NDA, 505(b)(2) NDA or supplement to an existing NDA if new clinical investigations, other than bioavailability
studies, that were conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application,
for example, new indications, dosages or strengths of an existing drug. This three-year exclusivity covers only the conditions of use
associated with the new clinical investigations and does not prohibit the FDA from approving ANDAs for drugs containing the original
active agent. Five-year and three-year exclusivity will not delay the submission or approval of a full NDA. However, an applicant submitting
a full NDA would be required to conduct or obtain a right of reference to all the preclinical studies and adequate and well-controlled
clinical trials necessary to demonstrate safety and effectiveness.

 European
Union Drug Development

 Similar
to the United States, the various phases of preclinical and clinical research in the European Union are subject to significant regulatory
controls. Although the European Union Clinical Trials Directive 2001/20/EC has sought to harmonize the EU clinical trials regulatory
framework, setting out common rules for the control and authorization of clinical trials in the EU, the EU Member States have transposed
and applied the provisions of the Directive differently. This has led to significant variations in the member state regimes. Under the
current regime, before a clinical trial can be initiated, it must be approved in each of the EU countries where the trial is to be conducted
by two distinct bodies: the National Competent Authority (NCA) and one or more Ethics Committees (ECs). Under the current regime, all
suspected unexpected serious adverse reactions to the investigated drug that occur during the clinical trial have to be reported to the
NCA and ECs of the Member State where they occurred.

 The
EU clinical trials legislation is currently undergoing a transition process mainly aimed at harmonizing and streamlining clinical-trial
authorization, simplifying adverse-event reporting procedures, improving the supervision of clinical trials and increasing their
transparency. Recently enacted Clinical Trials Regulation EU No 536/2014 ensures that the rules for conducting clinical trials in the
EU will be identical. In the meantime, Clinical Trials Directive 2001/20/EC continues to govern all clinical trials performed in the
EU.

 European
Union Drug Review and Approval

 In
the European Economic Area (EEA), which is comprised of the 26 Member States of the European Union (including Norway and excluding Croatia),
Iceland and Liechtenstein, medicinal products can only be commercialized after obtaining a Marketing Authorization (MA). There are two
types of marketing authorizations:

 The
 Community MA is issued by the European Commission through the Centralized Procedure, based on the opinion of the Committee for Medicinal
 Products for Human Use (CHMP) of the EMA, and is valid throughout the entire territory of the EEA. The Centralized Procedure is mandatory
 for certain types of products, such as biotechnology medicinal products, orphan medicinal products, advanced-therapy medicines such
 as gene-therapy, somatic cell-therapy or tissue-engineered medicines and medicinal products containing a new active substance indicated
 for the treatment of HIV, AIDS, cancer, neurodegenerative disorders, diabetes, auto-immune and other immune dysfunctions and viral
 diseases. The Centralized Procedure is optional for products containing a new active substance not yet authorized in the EEA, or
 for products that constitute a significant therapeutic, scientific or technical innovation or which are in the interest of public
 health in the European Union.

 National
 MAs, which are issued by the competent authorities of the Member States of the EEA and only cover their respective territory, are
 available for products not falling within the mandatory scope of the Centralized Procedure. Where a product has already been authorized
 for marketing in a Member State of the European Union, this National MA can be recognized in another Member State through the Mutual
 Recognition Procedure. If the product has not received a National MA in any Member State at the time of application, it can be approved
 simultaneously in various Member States through the Decentralized Procedure. Under the Decentralized Procedure, an identical dossier
 is submitted to the competent authorities of each of the Member States in which the MA is sought, one of which is selected by the
 applicant as the Reference Member State (RMS). The competent authority of the RMS prepares a draft assessment report, a draft summary
 of the product characteristics (SmPC), and a draft of the labeling and package leaflet, which are sent to the other Member States
 (referred to as the Member States Concerned) for their approval. If the Member States Concerned raise no objections, based on a potential
 serious risk to public health, to the assessment, SmPC, labeling or packaging proposed by the RMS, the product is subsequently granted
 a national MA in all the Member States (i.e., in the RMS and the Member States Concerned).

 Under
the above-described procedures, before granting the MA, EMA or the competent authorities of the Member States of the European Union make
an assessment of the risk-benefit balance of the product on the basis of scientific criteria concerning its quality, safety and efficacy.
Similar to the U.S. patent term-restoration, Supplementary Protection Certificates (SPCs) serve as an extension to a patent right in
Europe for up to five years. SPCs apply to specific pharmaceutical products to offset the loss of patent protection due to the lengthy
testing and clinical trials these products require prior to obtaining regulatory marketing approval.

 Coverage
and Reimbursement

 Sales
of our products will depend, in part, on the extent to which our products will be covered by third-party payors, such as government health
programs, commercial insurance, and managed healthcare organizations. There is significant uncertainty related to third-party payor coverage
and reimbursement of newly approved products. In the United States, for example, principal decisions about reimbursement for new products
are typically made by CMS. CMS decides whether and to what extent a new product will be covered and reimbursed under Medicare, and private
third-party payors often follow CMS's decisions regarding coverage and reimbursement to a substantial degree. However, no uniform
policy of coverage and reimbursement for drug products exists. Accordingly, decisions regarding the extent of coverage and amount of
reimbursement to be provided for any of our products will be made on a payor-by-payor basis.

 Increasingly,
third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the
prices charged for medical products. Further, such payors are increasingly challenging the price, examining the medical necessity and
reviewing the cost effectiveness of medical product candidates. There may be especially significant delays in obtaining coverage and
reimbursement for newly approved drugs. Third-party payors may limit coverage to specific product candidates on an approved list, known
as a formulary, which might not include all FDA-approved drugs for a particular indication. We may need to conduct expensive pharmaco-economic
studies to demonstrate the medical necessity and cost effectiveness of our products. As a result, the coverage determination process
is often a time-consuming and costly process that will require us to provide scientific and clinical support for the use of our products
to each payor separately, with no assurance that coverage and adequate reimbursement will be obtained.

 In
addition, in most foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements
governing drug pricing and reimbursement vary widely from country to country. For example, the European Union provides options for its
Member States to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and
to control the prices of medicinal products for human use. A Member State may approve a specific price for the medicinal product, or
it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the
market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will
allow favorable reimbursement and pricing arrangements for any of our products. Historically, products launched in the European Union
do not follow price structures of the United States and generally prices tend to be significantly lower.

 Healthcare
Reform

 The
United States government, state legislatures, and foreign governments have shown significant interest in implementing cost containment
programs to limit the growth of government-paid healthcare costs, including price-controls, restrictions on reimbursement, and requirements
for substitution of generic products for branded prescription drugs. For example, the ACA was passed in March 2010 and substantially
changed the way healthcare is financed by both the government and private insurers, and significantly impacts the U.S. pharmaceutical
industry. The ACA contains provisions that may reduce the profitability of drug products through increased rebates for drugs reimbursed
by Medicaid programs, extension of Medicaid rebates to Medicaid managed care plans, mandatory discounts for certain Medicare Part D beneficiaries
and annual fees based on pharmaceutical companies' share of sales to federal health care programs.

 The
Medicaid Drug Rebate Program requires pharmaceutical manufacturers to enter and have in effect a national rebate agreement with the HHS
Secretary as a condition for states to receive federal matching funds for the manufacturer's outpatient drugs furnished to Medicaid
patients. The ACA made several changes to the Medicaid Drug Rebate Program, including increasing pharmaceutical manufacturers'
rebate liability by raising the minimum basic Medicaid rebate on most branded prescription drugs from 15.1% of average manufacturer price
(AMP), to 23.1% of AMP and adding a new rebate calculation for "line extensions" (i.e., new formulations, such as extended
release formulations) of solid oral dosage forms of branded products, as well as potentially impacting their rebate liability by modifying
the statutory definition of AMP. The ACA also expanded the universe of Medicaid utilization subject to drug rebates by requiring pharmaceutical
manufacturers to pay rebates on Medicaid managed care utilization and by enlarging the population potentially eligible for Medicaid drug
benefits. Effective April 1, 2020, Medicaid rebate liability will be expanded to include the territories of the United States as well.
Additionally, for a drug product to receive federal reimbursement under the Medicaid or Medicare Part B programs or to be sold directly
to U.S. government agencies, the manufacturer must extend discounts to entities eligible to participate in the 340B drug pricing program.
The required 340B discount on a given product is calculated based on the AMP and Medicaid rebate amounts reported by the manufacturer.

 Some
of the provisions of the ACA have yet to be implemented, and there have been judicial, Congressional and executive branch challenges
to certain aspects of the ACA. Additionally, there has been heightened governmental scrutiny recently over the manner in which drug manufacturers
set prices for their marketed products, which has resulted in several Congressional inquiries and proposed and enacted federal and state
legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and
manufacturer patient programs, and reform government program reimbursement methodologies for drug products. For example, at the federal
level, there is a "Blueprint" to lower prescription drug prices and reduce out-of-pocket costs of drugs that contains additional
proposals to increase manufacturer competition, increase the negotiating power of certain federal healthcare programs, incentivize manufacturers
to lower the list price of their products and reduce the out-of-pocket costs of drug products paid by consumers. At the state level,
legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological product
pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure
and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.

 Further, on August 16, 2022, President Biden signed the Inflation Reduction
Act of 2022 ("IRA") into law, which among other things, extends enhanced subsidies for individuals purchasing health insurance
coverage in ACA marketplaces through plan year 2025. The IRA also eliminates the "donut hole" under the Medicare Part D program
beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost and creating a new manufacturer discount program.
It is possible that the Affordable Care Act will be subject to judicial or Congressional challenges in the future. It is unclear how such
challenges and the healthcare reform measures of the current administration will impact the Affordable Care Act and our business.

 Moreover,
the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (MMA) established the Medicare Part D program to provide a
voluntary prescription drug benefit to Medicare beneficiaries. Under Part D, Medicare beneficiaries may enroll in prescription drug plans
offered by private entities that provide coverage of outpatient prescription drugs. Unlike Medicare Part A and B, Part D coverage is
not standardized. While all Medicare drug plans must give at least a standard level of coverage set by Medicare, Part D prescription
drug plan sponsors are not required to pay for all covered Part D drugs, and each drug plan can develop its own drug formulary that identifies
which drugs it will cover and at what tier or level. However, Part D prescription drug formularies must include drugs within each therapeutic
category and class of covered Part D drugs, though not necessarily all the drugs in each category or class. Any formulary used by a Part
D prescription drug plan must be developed and reviewed by a pharmacy and therapeutic committee. Government payment for some of the costs
of prescription drugs may increase demand for products for which we receive marketing approval. However, any negotiated prices for our
products covered by a Part D prescription drug plan likely will be lower than the prices we might otherwise obtain. Moreover, while the
MMA applies only to drug benefits for Medicare beneficiaries, private third-party payors often follow Medicare coverage policy and payment
limitations in setting their own payment rates.

 Human
Capital

 As
of March 21, 2024, we had 13 full- and part-time employees. None of our employees is subject to a collective bargaining agreement
or represented by a trade or labor union and we believe our relationships with our employees are good.

 We
are highly dependent upon the principal members of our small management team and staff, including our Chief Executive Officer,
George Ng; President of Research and Development, David Young, Pharm. D., Ph. D; and our Chief Development and Regulatory Officer, Sian
Bigora, Pharm. D. Despite our efforts to retain valuable employees, members of our management, scientific and development teams
may terminate their employment with us on short notice. Although we expect to have employment agreements with our key employees,
these employment agreements may still allow these employees to leave our employment at any time, for or without cause. Our success
also depends on our ability to continue to attract, retain and motivate highly skilled junior, mid-level and senior managers as well
as junior, mid-level and senior scientific and medical and scientific personnel.

 Corporate
Information

 We
were incorporated under the laws of the State of Delaware on March 29, 2011. Our principal executive office is located at 7380 Coca Cola
Drive, Suite 106, Hanover, MD 21076. Our telephone number is (443) 776-3133.

 We
make available free of charge on or through our Internet website (  our Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and, if applicable, amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as well as our Code of Ethics and Code of Conduct, as soon as
reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission
(SEC). The SEC also maintains a website which provides online access to reports and other information regarding registrants that
file electronically with the SEC at: www.sec.gov.

 The
information contained on our website and social media channels is not included as a part of, or incorporated by reference into, this
report.

 Item
1A. Risk Factors

 An
investment in our common stock involves a high degree of risk. If any of the following risks actually occur, our business, financial
condition, or results of operations could be materially adversely affected, the trading price of our common stock could decline, and
you may lose all or part of your investment. You should also refer to the other information contained in this Form 10-K, including our
consolidated financial statements and the notes to those statements, and the information set forth under the caption "Special Note
Regarding Forward-Looking Statements and Risk Factor Summary." The risks described below and contained in our other periodic reports
are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also adversely
affect our business operations.

 Risks
Related to Our Financial Position and Need for Additional Capital

 We
have a history of losses and we may never become profitable.

 We
are a clinical stage biopharmaceutical company. Processa itself as an organization has never had a drug approved by the FDA or any regulatory
agency. The likelihood of success of our business plan must be considered in light of the challenges, substantial expenses, difficulties,
complications and delays frequently encountered in connection with developing and expanding early-stage businesses and the regulatory
and competitive environment in which we operate. Biopharmaceutical product development is a highly speculative undertaking, involves
a substantial degree of risk, and is a capital-intensive business. If we cannot successfully execute our plan to develop our drug pipeline,
our business may not succeed.

 At
December 31, 2023, the accumulated deficit was approximately $75.4 million. We will incur additional losses as we continue our research
and development activities, seek regulatory approvals for our product candidates and engage in clinical trials. These losses will cause,
among other things, our stockholders' equity and working capital to decrease. Any future earnings and cash flow from the operations
of our business are dependent on our ability to further develop our products and on revenues and profitability from sales of products
or successful joint venture relationships.

 There
can be no assurance that we will be able to generate sufficient product revenue to become profitable at all or on a sustained basis.
Even if we generate revenues, we expect to have quarter-to-quarter fluctuations in revenues and expenses, some of which could be significant,
due to research, development, clinical trial, and marketing and manufacturing expenses and activities. We also expect to incur substantial
expenses without corresponding revenues, unless and until we are able to obtain regulatory approval and successfully license or commercialize
our product candidates. If our product candidates fail in clinical trials or do not gain regulatory approval, or if our products do not
achieve market acceptance, we may never become profitable.

 We
may never be able to obtain regulatory approval for the marketing of our product candidates in any indication in the United States or
internationally. As we commercialize and market products, we will need to incur expenses for product marketing and brand awareness and
conduct significant research, development, testing and regulatory compliance activities that, together with general and administrative
expenses, could result in substantial operating losses for the foreseeable future. Even if we do achieve profitability, we may not be
able to sustain or increase profitability on a quarterly or annual basis. Our stock price may decline, and you may lose all or a substantial
part of your investment in us.

 We
have limited cash resources and will require additional financing.

 Since
inception, we have not generated any revenue, have incurred net losses, have used net cash in our operations and have funded our business
and operations primarily through proceeds from the sale of our securities. We expect to continue to require significant future financing
to fund our operating activities and to use cash in operating activities for the foreseeable future as we continue our research and development
activities to develop products that can be commercialized to generate revenue. Our ability to obtain additional financing will be subject
to many factors, including market conditions, our operating performance and investor sentiment. If we are unable to raise additional
capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue the development or commercialization
of one or more of our product candidates, restrict our operations or obtain funds by entering into agreements on unattractive terms,
which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we
have business relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations,
we could be required to seek bankruptcy protection or other alternatives that would likely result in our stockholders losing some or
all of their investment in us.

 We
may seek additional capital through a combination of private and public equity offerings, debt financings and strategic collaborations,
including sales of our common stock under the existing or a future equity line of credit or through a future at-the-market offering.
If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders
could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing
stockholders. Debt, receivables and royalty financings may be coupled with an equity component, such as warrants to purchase stock, which
could also result in dilution of our existing stockholders' ownership. The incurrence of indebtedness would result in increased
fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional
debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely
impact our ability to conduct our business and may result in liens being placed on our assets and intellectual property. If we were to
default on such indebtedness, we could lose such assets and intellectual property. If we raise additional funds through strategic partnerships
and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates or grant
licenses on terms that are not favorable to us.

 Our
financial statements contain a statement regarding a substantial doubt about our ability to continue as a going concern.

 We
had no revenue during the year ended December 31, 2023 or in prior years, and do not have any revenue under contract or any immediate
sales prospects. Our primary uses of cash are to fund our planned clinical trials, research and development expenditures and for operating
expenses. Cash used to fund operating expenses is impacted by the timing of when we incur and pay these expenses. Our 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
companies regarding product development, 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.

 Our ability to continue as a going concern
is dependent on our ability to obtain the necessary financing to meet our obligations and repay our liabilities arising from the ordinary
course of business operations when they become due. The substantial doubt about our ability to continue as a going concern may affect
the price of our common stock, may impact our relationship with third parties with whom we do business, may impact our ability to raise
additional capital and may impact our ability to comply going forward with covenants in our debt agreements.

 Our
ability to use our net operating loss carryforwards and other tax attributes may be limited.

 As
of December 31, 2023, we had net operating loss (NOL) carryforwards of approximately $28.7 million for federal and state income tax
available to offset future taxable income, and federal and state research and development tax credits of approximately $1.2 million,
prior to consideration of annual limitations that may be imposed under Section 382 of the Internal Revenue Code of 1986, as amended (Section
382). NOL carryforwards prior to 2018 will expire in 2037 if not utilized.

 Our
NOL and tax credit carryforwards could expire unused and be unavailable to offset future income tax liabilities. Under Section 382, and
corresponding provisions of state law, if a corporation undergoes an "ownership change," generally defined as a greater than
50% change, by value, in its equity ownership over a three-year period, the corporation's ability to use its pre-change NOLs and
other pre-change tax attributes, such as research and development tax credits, to offset its post-change income may be limited. We have
not completed a Section 382 study and as such our net operating loss carryforwards may be subject to such limitation.

 In
addition, we may experience additional ownership changes in the future as a result of subsequent shifts in our stock ownership, including
through completed or contemplated financings, some of which may be outside of our control. If we determine that a future ownership change
has occurred and our ability to use our historical net operating loss and tax credit carryforwards is materially limited, it would harm
our future operating results by effectively increasing our future tax obligations.

 Risks
Relating to Clinical Development and Commercialization of Our Product Candidates

 We
currently do not have, and may never develop, any FDA-approved, licensed or commercialized products.

 We
have not yet sought to obtain any regulatory approvals for any product candidates in the United States or in any foreign market. For
us to develop any products that might be licensed or commercialized, we will have to invest further time and capital in research and
product development, regulatory compliance and market development. Therefore, we and our licensors, prospective business partners and
other collaborators may never develop any products that can be licensed or commercialized. All our development efforts will require substantial
additional funding, none of which may result in any revenue.

 Our
licenses are subject to termination by the licensor in certain circumstances.

 Our
rights to practice the inventions claimed in the licensed patents and patent applications are subject to our licensors abiding by the
terms of those licenses and not terminating them. Our licenses may be terminated by the licensor if we are in material breach of certain
terms or conditions of the license agreement or in certain other circumstances. Our license agreements each include provisions that allow
the licensor to terminate the license if (i) we breach any payment obligation or other material provision under the agreement and fail
to cure the breach within a fixed time following written notice of termination; (ii) we or any of our affiliates, licensees or sublicensees
directly or indirectly challenge the validity, enforceability, or extension of any of the licensed patents; or (iii) we declare bankruptcy
or dissolve. The majority of license agreements require us to satisfy due diligence milestones that relate to the development of new
products containing the licensed drug or the agreement may be terminated by such counterparty. Our rights under these licenses are subject
to our continued compliance with the terms of the license, including the payment of royalties due under the licenses. Termination of
any of these licenses could prevent us from marketing some or all of our products. Because of the complexity of our products and the
patents we have licensed, determining the scope of the license and related royalty obligations can be difficult and can lead to disputes
between us and the licensor. An unfavorable resolution of such a dispute could lead to an increase in the royalties payable pursuant
to the license. If a licensor believed we were not paying the royalties due under the license or were otherwise not in compliance with
the terms of the license, the licensor might attempt to revoke the license. If such an attempt were successful, we might be barred from
producing and selling some or all of our products.

 If we fail to comply with our obligations contained
in the agreements under which we license intellectual property rights from third parties, we could lose important license rights.

 Our
license agreements have various requirements. For example, our license agreement with Elion Oncology, Inc. ("Elion") for
NGC-Cap (also known as PCS6422) requires us to administer the drug to the first patient in a Phase 2 or Phase 3 trial for NGC-Cap on
or before October 2, 2024. Our license agreement with Ocuphire Pharma, Inc. ("Ocuphire") for NGC-Gem (also known as
PCS3117) imposes two future obligations on us. The first diligence obligation requires that the first patient must be administered
the drug in a clinical trial on or before June 16, 2024, and the second obligation requires that the first patient is administered
the drug (i) in a pivotal clinical trial, or (ii) in a clinical trial for a second indication of the drug on or before June 16,
2026. We are in the process of requesting an extension of these obligations with Ocuphire, and there is no assurance that we will
be able to obtain such extension.

 Should
we fail to meet any of the obligations under our license agreements, absent extensions, other arrangements or other extenuating circumstances, the licensor may
be able to terminate the license agreement, which would have a material effect on the value of our intellectual property portfolio, our financial condition, future prospects, and results of operations.

 We
depend entirely on the successful development of our product candidates, which have not yet demonstrated efficacy for their target indications
in clinical trials. We may never be able to demonstrate efficacy for our product candidates, thus preventing us from licensing, obtaining
marketing approval by any regulatory agency, and/or commercializing our product(s).

 Our
product candidates are either in the early stages of clinical development or late stages of preclinical development. Significant additional
research and development activity and clinical testing are required before we will have a chance to achieve a viable product for licensing
or commercialization from such candidates. Our research and development efforts remain subject to all the risks associated with the development
of new biopharmaceutical products and treatments. Development of the underlying technology may be affected by unanticipated technical
or other problems, among other research and development issues, and the possible insufficiency of funds needed in order to complete development
of these product candidates. Safety, regulatory and efficacy issues, clinical hurdles or other challenges may result in delays and cause
us to incur additional expenses that would increase our losses. If we and our collaborators cannot complete, or if we experience significant
delays in developing, our potential therapeutics or products for use in potential commercial applications, particularly after incurring
significant expenditures, our business may fail, and investors may lose the entirety of their investment.

 When
we submit an IND or foreign equivalent to the FDA or international regulatory authorities seeking approval to initiate clinical trials
in the United States and other countries, we may not be successful in obtaining acceptance from the FDA or comparable foreign regulatory
authorities to start our clinical trials. If we do not obtain such acceptance, the time in which we expect to commence clinical programs
for any product candidate will be extended and such extension will increase our expenses and increase our need for additional capital.
Moreover, there is no guarantee that our clinical trials will be successful or that we will continue clinical development in support
of an approval from the FDA or comparable foreign regulatory authorities for any indication. We note that most drug candidates never
reach the clinical development stage and even those that do commence clinical development have only a small chance of successfully completing
clinical development and gaining regulatory approval. Therefore, our business currently depends entirely on the successful development,
regulatory approval, and licensing or commercialization of our product candidates, which may never occur.

 We
must successfully complete clinical trials for our product candidates before we can apply for marketing approval.

 Even
if we complete our clinical trials, it does not assure marketing approval. Our clinical trials may be unsuccessful, which would materially
harm our business. Even if our initial clinical trials are successful, we are required to conduct additional clinical trials to establish
our product candidates' safety and efficacy before submitting an NDA. Clinical testing is expensive, difficult to design and implement,
can take many years to complete and is uncertain as to the outcome. Success in early phases of pre-clinical and clinical trials does
not ensure that later clinical trials will be successful, and interim results of a clinical trial do not necessarily predict final results.
A failure of one or more of our clinical trials can occur at any stage of testing. We may experience numerous unforeseen events during,
or as a result of, the clinical trial process that could delay or prevent our ability to receive regulatory approval or commercialize
our product candidates. The research, testing, manufacturing, labeling, packaging, storage, approval, sale, marketing, advertising and
promotion, pricing, export, import and distribution of drug products are subject to extensive regulation by the FDA and other regulatory
authorities in the United States and other countries, which regulations differ from country to country.

 We
are not permitted to market our product candidates as prescription pharmaceutical products in the United States until we receive approval
of an NDA from the FDA, or in any foreign countries until we receive the requisite approval from such countries.

 We
have little corporate history of conducting clinical trials. Our planned clinical trials or those of our collaborators may reveal significant
adverse events, toxicities or other side effects not seen in our preclinical studies and may result in a safety profile that could inhibit
regulatory approval or market acceptance of any of our product candidates.

 Our
operations to date have been limited to financing and staffing, conducting research and developing our core technologies, identifying
and optimizing our lead product clinical candidates, performing due diligence on other potential drug in-licensing opportunities and
further moving the clinical product candidates through the development programs identified. Some of the activities in the development
programs include receiving FDA IND clearance on one indication for two product candidates, completing a Phase 2A trial for PCS12852 in
gastroparesis patients, conducting a Phase 1B trial for NGC-Cap in patients with advanced gastrointestinal tumors, completing a Phase
1 healthy human volunteer trial, completing a Phase 2A clinical trial and conducting a Phase 2 clinical trial in patients with NL and
receiving FDA orphan designation on PCS499 in NL. Other activities include improving the manufacturing of PCS499, PCS6422 and PCS11T
final products and developing regulatory strategy plans for each of the products including expedited review plans, as applicable. Although
we have recruited a team that has experience with clinical trials in the United States and outside the United States, as a company, we
have only conducted four clinical trials in any jurisdiction and have not had previous experience commercializing product candidates
through the FDA or similar submissions to initiate clinical trials or obtain marketing authorization to foreign regulatory authorities.
We cannot be certain that other planned clinical trials will begin or be completed on time, if at all; that our development program and
studies would be acceptable to the FDA or other regulatory authorities; or that, if regulatory approval is obtained, our product candidates
can be successfully commercialized. Clinical trials and commercializing our product candidates will require significant additional financial
and management resources, and reliance on third-party clinical investigators, CROs, consultants and collaborators. Relying on third-party
clinical investigators, CROs or collaborators may result in delays that are outside of our control.

 Furthermore,
we may not have the financial resources to continue development of, or to enter into collaborations for, a product candidate if we experience
any problems or other unforeseen events that delay or prevent regulatory approval of, or our ability to commercialize, product candidates.

 Some
preclinical studies and early clinical studies of our product candidates have been completed, but we do not know the predictive value
of these studies for our targeted population of patients, and we cannot guarantee that any positive results in these studies will translate
successfully to the larger targeted population of patients. It is not uncommon to observe results in human clinical trials that are unexpected
based on preclinical testing or early clinical studies, and many product candidates fail in clinical trials despite promising preclinical
or early clinical results. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and
many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless
failed to obtain marketing approval for their products. Human patients in clinical trials may suffer significant adverse events or other
side effects not observed in our preclinical studies, including, but not limited to, immunogenic responses, organ toxicities such as
liver, heart or kidney or other tolerability issues or possibly even death. The observed potency and kinetics of our planned product
candidates in preclinical studies may not be observed in human clinical trials. If clinical trials of our planned product candidates
fail to demonstrate efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, we may incur
additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our
planned product candidates which may result in complete loss of expenditures which we devote to those products.

 We
may have difficulty recruiting patients to the clinical trial, patients may drop out of our trial, or we may be required to abandon the
trial or our development efforts of that product candidate altogether. We, the FDA, an Institutional Review Board ("IRB"),
or other applicable regulatory authorities may suspend clinical trials of a product candidate at any time for various reasons, including
a belief that subjects in such trials are being exposed to unacceptable health risks or adverse side effects. Some potential therapeutics
developed in the biotechnology industry that initially showed therapeutic promise in early-stage studies have later been found to cause
side effects that prevented their further development. Even if the side effects do not preclude the drug from obtaining or maintaining
marketing approval, undesirable side effects may inhibit market acceptance of the approved product due to its tolerability versus other
therapies. Any of these developments could materially harm our business, financial condition, and prospects.

 Further,
if any of our product candidates obtains marketing approval, toxicities associated with our product candidates may also develop after
such approval and lead to a requirement to conduct additional clinical safety trials, additional warnings being added to the labeling,
significant restrictions on the use of the product or the withdrawal of the product from the market. We cannot predict whether our product
candidates will cause toxicities in humans that would preclude or lead to the revocation of regulatory approval based on preclinical
studies or early-stage clinical testing. However, any such event, were it to occur, would cause substantial harm to our business and
financial condition and would result in the diversion of our management's attention.

 Even
if we receive regulatory approval for any of our product candidates, we may not be able to successfully license or commercialize the
product and the revenue that we generate from its sales, if any, may be limited.

 If
approved for marketing, the commercial success of our product candidates will depend upon each product's acceptance by the medical
community (including physicians, patients and health care payors) and the potential competitive products available to the patients upon
commercialization. The degree of market acceptance for any of our product candidates will depend on a number of factors, including:

 demonstration
 of clinical safety and efficacy;

 relative
 convenience, dosing burden and ease of administration;

 the
 prevalence and severity of any adverse effects;

 the
 willingness of physicians to prescribe our product candidates, and the target patient population to try new therapies;

 efficacy
 of our product candidates compared to competing products;

 the
 introduction of any new products that may in the future become available targeting indications for which our product candidates may
 be approved;

 new
 procedures or therapies that may reduce the incidences of any of the indications in which our product candidates may show utility;

 pricing
 and cost-effectiveness;

 the
 inclusion or omission of our product candidates in treatment guidelines;

 the
 effectiveness of our own or any future collaborators' sales and marketing strategies;

 limitations
 or warnings contained in approved labeling from regulatory authorities;

 our
 ability to obtain and maintain sufficient third-party coverage or reimbursement from government health care programs, including Medicare
 and Medicaid, private health insurers and other third-party payors or to receive the necessary pricing approvals from government
 bodies regulating the pricing and usage of therapeutics; and

 the
 willingness of patients to pay out-of-pocket in the absence of third-party coverage or reimbursement or government pricing approvals.

 If
any of our product candidates are approved, but do not achieve an adequate level of acceptance by physicians, health care payors and
patients, we may not generate sufficient revenue and we may not be able to achieve or sustain profitability. Our efforts to educate the
medical community and third-party payors on the benefits of our product candidates may require significant resources and may never be
successful.

 In
addition, even if we obtain regulatory approvals, the timing or scope of any approvals may prohibit or reduce our ability to commercialize
our product candidates successfully. For example, if the approval process takes too long, we may miss market opportunities and give other
companies the ability to develop competing products or establish market dominance. Any regulatory approval we ultimately obtain may be
limited or subject to restrictions or post-approval commitments that render our product candidates not commercially viable.

 We
are completely dependent on third parties to manufacture our product candidates, and our commercialization of our product candidates
could be halted, delayed or made less profitable if those third parties fail to obtain manufacturing approval from the FDA or comparable
foreign regulatory authorities, fail to provide us with sufficient quantities of our product candidates or fail to do so at acceptable
quality levels or prices.

 We
do not currently have, nor do we plan to acquire, the capability or infrastructure to manufacture the active pharmaceutical ingredient,
or API, in our product candidates for use in our clinical trials or for commercial products. In addition, we do not have the capability
to formulate any of our product candidates into a finished drug product for commercial distribution. As a result, we will be obligated
to rely on contract manufacturers, if and when any of our product candidates are approved for commercialization. We have not entered
into an agreement with any contract manufacturers for commercial supply and may not be able to engage a contract manufacturer for commercial
supply of any of our product candidates on favorable terms to us, or at all.

 The
facilities used by our contract manufacturers to manufacture our product candidates must be approved by the FDA or comparable foreign
regulatory authorities pursuant to inspections that will be conducted after we submit an NDA or BLA to the FDA or their equivalents to
other relevant regulatory authorities. We will not control the manufacturing process of, and will be completely dependent on, our contract
manufacturing partners for compliance with cGMPs to manufacture both active drug substances and finished drug products. These cGMP regulations
cover all aspects of the manufacturing, testing, quality control and record keeping relating to our product candidates. If our contract
manufacturers do not successfully manufacture material that conforms to our specifications and the strict regulatory requirements of
the FDA or others, they will not be able to secure and/or maintain regulatory approval for their manufacturing facilities. If the FDA
or a comparable foreign regulatory authority does not approve these facilities for the manufacture of our product candidates or if it
withdraws any such approval in the future, we may need to find alternative manufacturing facilities, which would significantly impact
our ability to develop, obtain regulatory approval for or market our product candidates, if approved.

 Our
contract manufacturers will be subject to ongoing periodic unannounced inspections by the FDA and corresponding state and foreign agencies
for compliance with cGMPs and similar regulatory requirements. We will not have control over our contract manufacturers' compliance
with these regulations and standards. Failure by any of our contract manufacturers to comply with applicable regulations could result
in sanctions being imposed on us, including fines, injunctions, civil penalties, failure to grant approval to market any of our product
candidates, delays, suspensions or withdrawals of approvals, operating restrictions and criminal prosecutions, any of which could significantly
and adversely affect our business. In addition, we will not have control over the ability of our contract manufacturers to maintain adequate
quality control, quality assurance and qualified personnel. Failure by our contract manufacturers to comply with or maintain any of these
standards could adversely affect our ability to develop, obtain regulatory approval for or market any of our product candidates.

 If,
for any reason, these third parties are unable or unwilling to perform, we may not be able to terminate our agreements with them, and
we may not be able to locate alternative manufacturers or formulators or enter into favorable agreements with them and we cannot be certain
that any such third parties will have the manufacturing capacity to meet future requirements. If these manufacturers or any alternate
manufacturer of finished drug product experiences any significant difficulties in its respective manufacturing processes for our API
or finished products or should cease doing business with us, we could experience significant interruptions in the supply of any of our
product candidates or may not be able to create a supply of our product candidates at all. Were we to encounter manufacturing issues,
our ability to produce a sufficient supply of any of our product candidates might be negatively affected. Our inability to coordinate
the efforts of our third-party manufacturing partners, or the lack of capacity available at our third-party manufacturing partners, could
impair our ability to supply any of our product candidates at required levels. Because of the significant regulatory requirements that
we would need to satisfy in order to qualify a new bulk or finished product manufacturer, if we face these or other difficulties with
our current manufacturing partners, we could experience significant interruptions in the supply of any of our product candidates if we
decided to transfer the manufacture of any of our product candidates to one or more alternative manufacturers in an effort to deal with
the difficulties.

 Any
manufacturing problem or the loss of a contract manufacturer could be disruptive to our operations and result in lost sales. Additionally,
we rely on third parties to supply the raw materials needed to manufacture our potential products. Any reliance on suppliers may involve
several risks, including a potential inability to obtain critical materials and reduced control over production costs, delivery schedules,
reliability and quality. Any unanticipated disruption to a future contract manufacturer caused by problems with suppliers could delay
shipment of any of our product candidates, increase our cost of goods sold and result in lost sales.

 We
cannot guarantee that our future manufacturing and supply partners will be able to reduce the costs of commercial scale manufacturing
of any of our product candidates over time. If the commercial-scale manufacturing costs of any of our product candidates are higher than
expected, these costs may significantly impact our operating results. In order to reduce costs, we may need to develop and implement
process improvements. However, in order to do so, we will need, from time to time, to notify or make submissions to regulatory authorities,
and the improvements may be subject to approval by such regulatory authorities. We cannot be sure that we will receive these necessary
approvals or that these approvals will be granted in a timely fashion. We also cannot guarantee that we will be able to enhance and optimize
output in our commercial manufacturing process. If we cannot enhance and optimize output, we may not be able to reduce our costs over
time.

 Even
if we obtain marketing approval for any of our product candidates, we will be subject to ongoing obligations and continued regulatory
review, which may result in significant additional expenses.

 Even
if we obtain regulatory approval for any of our product candidates for an indication, the FDA or foreign equivalent may still impose
significant restrictions on their indicated uses or marketing or the conditions of approval or impose ongoing requirements for potentially
costly and time-consuming post-approval studies, including Phase 4 clinical trials, and post-market surveillance to monitor safety and
efficacy. Our product candidates will also be subject to ongoing regulatory requirements governing the manufacturing, labeling, packaging,
storage, distribution, safety surveillance, advertising, promotion, recordkeeping and reporting of adverse events and other post-market
information. These requirements include registration with the FDA, as well as continued compliance with current Good Clinical Practices
(cGCPs) for any clinical trials that we conduct post-approval. In addition, manufacturers of drug products and their facilities are subject
to continual review and periodic inspections by the FDA and other regulatory authorities for compliance with cGMP regulations, requirements
relating to quality control, quality assurance and corresponding maintenance of records and documents. Compliance with such regulations
may result in significant costs and expenses.

and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining
regulatory approval of our product candidates in other jurisdictions.

and maintaining regulatory approval of our product candidates in one jurisdiction does not guarantee that we will be able to obtain or
maintain regulatory approval in any other jurisdiction, but a failure or delay in obtaining regulatory approval in one jurisdiction may
have a negative effect on the regulatory approval process in others. For example, even if the FDA grants marketing approval of a product
candidate, comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion of
the product candidate in those countries. Approval procedures vary among jurisdictions and can involve requirements and administrative
review periods different from those in the United States, including additional preclinical studies or clinical trials, as clinical studies
conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In many jurisdictions outside the
United States, a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction. In some
cases, the price that we intend to charge for our products is also subject to approval.

foreign regulatory approvals and compliance with foreign regulatory requirements could result in significant delays, difficulties and
costs for us and could delay or prevent the introduction of our products in certain countries. If we fail to comply with the regulatory
requirements in international markets and/or to receive applicable marketing approvals, our target market will be reduced and our ability
to realize the full market potential of our product candidates will be harmed.

 Recently
enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our product
candidates and affect the prices we may obtain.

 In
the United States and some foreign jurisdictions, there have been a number of legislative and regulatory changes and proposed changes
regarding the healthcare system that could prevent or delay marketing approval for our product candidates, restrict or regulate post-approval
activities and affect our ability to profitably sell our product candidates. Legislative and regulatory proposals have been made to expand
post-approval requirements and restrict sales and promotional activities for pharmaceutical products.

 In the
United States, the Medicare Modernization Act (MMA) changed the way Medicare covers and pays for pharmaceutical products. The legislation
expanded Medicare coverage for drug purchases by the elderly and introduced a new reimbursement methodology based on average sales prices
for drugs. In addition, this legislation authorized Medicare Part D prescription drug plans to use formularies where they can limit the
number of drugs that will be covered in any therapeutic class. As a result of this legislation and the expansion of federal coverage of
drug products, we expect that there will be additional pressure to contain and reduce costs. These cost reduction initiatives and other
provisions of this legislation could decrease the coverage and price that we receive for our product candidates and could seriously harm
our business. While the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy
and payment limitations in setting their own reimbursement rates, and any reduction in reimbursement that results from the MMA may result
in a similar reduction in payments from private payors.

 The Patient Protection and Affordable
Care Act, as amended by the Health Care and Education Affordability Reconciliation Act of 2010 or, collectively, the ACA, is a sweeping
law intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending, enhance remedies against fraud
and abuse, add new transparency requirements for healthcare and health insurance industries, impose new taxes and fees on the health industry
and impose additional health policy reforms. The ACA revised the definition of "average manufacturer price" for reporting
purposes, which could increase the amount of Medicaid drug rebates to states. The law also imposed a significant annual fee on companies
that manufacture or import branded prescription drug products. Further, on August 16, 2022, President Biden signed the Inflation Reduction
Act of 2022 (IRA), into law which, among other things, extends enhanced subsidies for individuals purchasing health insurance coverage
in ACA marketplaces through plan year 2025. The IRA also eliminates the "donut hole" under the Medicare Part D program beginning
in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost and creating a new manufacturer discount program. It is unclear
how such challenges, and the healthcare reform measures of the Biden administration will impact the ACA and our business.

 We do not know whether additional
legislative changes will be enacted, or whether the FDA regulations, guidance or interpretations will be changed, or what the impact
of such changes on the marketing approvals of our product candidates, if any, may be. In addition, increased scrutiny by the U.S. Congress
of the FDA's approval process may significantly delay or prevent marketing approval, as well as subject us to more stringent product
labeling and post-marketing testing and other requirements.

 We
could face competition from other biotechnology and pharmaceutical companies, and our operating results would suffer if we fail to innovate
and compete effectively.

 Our
products are used for indications where we believe that there is an unmet medical need. If existing or newly approved drug products,
whether approved by the FDA for the indication or not, are able to successfully treat the same patients, it may be more difficult to
perform clinical studies, to develop our product and/or to commercialize our product, adversely affecting our business. Since the biopharmaceutical
industry is characterized by intense competition and rapid innovation, our competitors may be able to develop other compounds or drugs
that are able to achieve similar or better results than our product candidates. Our competitors may include major multinational pharmaceutical
companies, established biotechnology companies, specialty pharmaceutical companies, and universities and other research institutions.
Many of our competitors have substantially greater financial, technical and other resources, such as a larger research and development
staff and experienced marketing and manufacturing organizations, established relationships with CROs and other collaborators, as well
as established sales forces. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative
arrangements with large, established companies. Mergers and acquisitions in the biotechnology and pharmaceutical industries may result
in even more resources being concentrated in our competitors. Competition may increase further as a result of advances in the commercial
applicability of technologies and greater availability of capital for investment in these industries. Our competitors, either alone or
with collaborative partners, may succeed in developing, acquiring or licensing on an exclusive basis drug or biologic products that are
more effective, safer, more easily commercialized or less costly than our product candidates, or may develop proprietary technologies
or secure patent protection and, in turn, exclude us from technologies that we may need for the development of our technologies and potential
products.

 Even
if we obtain regulatory approval of any of our product candidates, we may not be the first to market and that may negatively affect the
price or demand for our product candidates. Additionally, we may not be able to implement our business plan if the acceptance of our
product candidates is inhibited by price competition or the reluctance of physicians to switch from existing methods of treatment to
our product candidates, or if physicians switch to other new drug or biologic products or choose to reserve our product candidates for
use in limited circumstances. Furthermore, for drugs that receive orphan drug designation at the FDA, a competitor could obtain orphan
product approval from the FDA with respect to such competitor's drug product. If such competitor drug product is determined to
be the same product as one of our product candidates, we may be prevented from obtaining approval from the FDA for such product candidate
for the same indication for seven years, except in limited circumstances, and we may be subject to similar restrictions under non-U.S.
regulations.

 We
rely on third parties to conduct clinical trials for our product candidates. If these third parties do not successfully carry out their
contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize any of our product
candidates and our business would be substantially harmed.

 We
have entered into agreements with third-party CROs to conduct and manage our clinical programs including contracting with clinical sites
to perform our clinical studies. We rely heavily on these parties to execute clinical studies for our product candidates and will control
only certain aspects of their activities. Nevertheless, we will be responsible for ensuring that each of our studies is conducted in
accordance with the applicable protocol, legal, regulatory and scientific standards, and our reliance on CROs and clinical sites will
not relieve us of our regulatory responsibilities. We and our CROs will be required to comply with cGCPs, which are regulations and guidelines
enforced by the FDA, the Competent Authorities of the Member States of the European Economic Area and comparable foreign regulatory authorities
for any products in clinical development. The FDA and its foreign equivalents enforce these cGCP regulations through periodic inspections
of trial sponsors, principal investigators and trial sites. If we or our CROs fail to comply with applicable cGCPs, the clinical data
generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to
perform additional clinical trials before approving our marketing applications. We cannot assure you that, upon inspection, the FDA or
other regulatory authorities will determine that any of our clinical trials comply with cGCPs. In addition, our clinical trials must
be conducted with products produced under cGMP regulations and will require a large number of test subjects. Our failure or the failure
of our CROs or clinical sites to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory
approval process and could also subject us to enforcement action up to and including civil and criminal penalties.

we design clinical trials for our product candidates in consultation with CROs, the CROs will manage all of the clinical trials conducted
at contracted clinical sites. As a result, many important aspects of our drug development programs would be outside of our direct control.
In addition, the CROs and clinical sites may not perform all of their obligations under arrangements with us or in compliance with regulatory
requirements. If the CROs or clinical sites do not perform clinical trials in a satisfactory manner, breach their obligations to us or
fail to comply with regulatory requirements, the development and commercialization of any of our product candidates for the subject indication
may be delayed or our development program materially and irreversibly harmed. We cannot control the amount and timing of resources these
CROs and clinical sites will devote to our program or any of our product candidates. If we are unable to rely on clinical data collected
by our CROs, we could be required to repeat, extend the duration of, or increase the size of our clinical trials, which could significantly
delay commercialization and require significantly greater expenditures.

 If
any of our relationships with these third-party CROs or clinical sites terminate, we may not be able to enter into arrangements with
alternative CROs or clinical sites. If CROs do not successfully carry out their contractual duties or obligations or meet expected deadlines,
if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere
to our clinical protocols, regulatory requirements or for other reasons, any such clinical trials may be extended, delayed or terminated,
and we may not be able to obtain regulatory approval for or successfully commercialize our product candidates. As a result, our financial
results and the commercial prospects for any of our product candidates would be harmed, our costs could increase and our ability to generate
revenue could be delayed.

drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not
be predictive of future trial results.

testing of drug product candidates is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure
can occur at any time during the clinical trial process. The results of pre-clinical studies and early clinical trials may not be predictive
of the results of later-stage clinical trials. We cannot assure you that the FDA or comparable foreign regulatory authorities will view
the results as we do or that any future trials of any of our product candidates will achieve positive results. Product candidates in
later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through pre-clinical
studies and initial clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced
clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials. Any future clinical
trial results for our product candidates may not be successful.

 In
addition, a number of factors could contribute to a lack of favorable safety and efficacy results for any of our product candidates.
For example, such trials could result in increased variability due to varying site characteristics, such as local standards of care,
differences in evaluation period and surgical technique, and due to varying patient characteristics including demographic factors and
health status.

 Even
though we may apply for orphan drug designation for a product candidate, we may not be able to obtain orphan drug marketing exclusivity.

 There
is no guarantee that the FDA, EMA or their foreign equivalents will grant any future application for orphan drug designation for any
of our product candidates, which would make us ineligible for the additional exclusivity and other benefits of orphan drug designation.
Even where orphan drug designation or equivalent status is granted, there is no guarantee of orphan drug marketing exclusivity.

 Under
the Orphan Drug Act, the FDA may grant orphan drug designation to a drug intended to treat a rare disease or condition, which is generally
a disease or condition that affects fewer than 200,000 individuals in the United States and for which there is no reasonable expectation
that the cost of developing and making a drug available in the Unites States for this type of disease or condition will be recovered
from sales of the product. Orphan drug designation must be requested before submitting an NDA. After the FDA grants orphan drug designation,
the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan product designation does
not convey any advantage in or shorten the duration of regulatory review and approval process.

 If
a product that has orphan designation subsequently receives the first FDA approval for the disease or condition for which it has such
designation, the product is entitled to orphan drug exclusivity, which means the FDA may not approve any other applications to market
the same drug for the same indication for seven years, except in limited circumstances, such as (i) the drug's orphan designation
is revoked; (ii) its marketing approval is withdrawn; (iii) the orphan exclusivity holder consents to the approval of another applicant's
product; (iv) the orphan exclusivity holder is unable to assure the availability of a sufficient quantity of drug; or (v) a showing of
clinical superiority to the product with orphan exclusivity by a competitor product. If a drug designated as an orphan product receives
marketing approval for an indication broader than what is designated, it may not be entitled to orphan drug exclusivity. While the FDA
granted orphan-drug designation to PCS499 for the treatment of NL and to PCS3117 for the treatment of pancreatic cancer, there can be
no assurance that we will receive orphan drug designation for any additional product candidates in the indications for which we think
they might qualify, if we elect to seek such applications.

we may pursue expedited regulatory approval pathways for a product candidate, it may not qualify for expedited development or, if it
does qualify for expedited development, it may not actually lead to a faster development, regulatory review or approval process.

we believe there may be an opportunity to accelerate the development of certain of our product candidates through one or more of the
FDA's expedited programs, such as fast track, breakthrough therapy, accelerated approval or priority review, we cannot be assured
that any of our product candidates will qualify for such programs.

 For
example, a drug may be eligible for designation as a breakthrough therapy if the drug is intended, alone or in combination with one or
more other drugs, to treat a serious or life-threatening condition and preliminary clinical evidence indicates that the drug may demonstrate
substantial improvement over existing therapies on one or more clinically significant endpoints. Although breakthrough designation or
access to any other expedited program may expedite the development or approval process, it does not change the standards for approval.
If we apply for an expedited program for our product candidates, the FDA may determine that our proposed target indication or other aspects
of our clinical development plans do not qualify for such expedited program. Even if we are successful in obtaining access to an expedited
program, we may not experience faster development timelines or achieve faster review or approval compared to conventional FDA procedures.
Access to an expedited program may also be withdrawn by the FDA if it believes that the designation is no longer supported by data from
our clinical development program. Additionally, qualification for any expedited review procedure does not ensure that we will ultimately
obtain regulatory approval for such product candidate.

 Third-party
coverage and reimbursement, health care cost containment initiatives and treatment guidelines may constrain our future revenues.

 Our
ability to successfully market our product candidates will depend in part on the level of reimbursement that government health administration
authorities, private health coverage insurers and other organizations provide for the cost of our products and related treatments. Countries
in which any of our product candidates may be sold through reimbursement schemes under national health insurance programs frequently
require that manufacturers and sellers of pharmaceutical products obtain governmental approval of initial prices and any subsequent price
increases. In certain countries, including the United States, government-funded and private medical care plans can exert significant
indirect pressure on prices. We may not be able to sell our product candidates profitably if adequate prices are not approved or coverage
and reimbursement is unavailable or limited in scope.

 Legal,
regulatory and legislative changes with respect to reimbursement, pricing and contracting may adversely affect our business and future
prospects.

 Federal
and state governments may adopt policies affecting drug pricing and contracting practices outside of the context of federal programs
such as Medicare and Medicaid, which may adversely affect our business. For example, several states have adopted laws that require drug
manufacturers to provide advance notice of certain price increases and to report information relating to those price increases. There can be no assurances that future changes to Medicare and/or Medicaid
prescription drug reimbursement policies, drug pricing and contracting practices, or government drug price regulation programs such as
the Medicaid Drug Rebate Program or 340B Drug Pricing Program will not have an adverse impact on our business and future prospects.

 We
cannot predict what healthcare reform initiatives may be adopted in the future. Further federal, state and foreign legislative and regulatory
developments are likely, and we expect ongoing initiatives to increase pressure on drug pricing. Such reforms could have an adverse effect
on anticipated revenues from product candidates and may affect our overall financial condition and ability to develop product candidates.

 We
may face product liability exposure, and if successful claims are brought against us, we may incur substantial liability if our insurance
coverage for those claims is inadequate.

 We
face an inherent risk of product liability as a result of the clinical testing of our product candidates and will face an even greater
risk if we commercialize any products. This risk exists even if a product is approved for commercial sale by the FDA and manufactured
in facilities licensed and regulated by the FDA or an applicable foreign regulatory authority. Our products and product candidates are
designed to affect important bodily functions and processes. Any side effects, manufacturing defects, misuse or abuse associated with
our product candidates could result in injury to a patient or even death. We cannot offer any assurance that we will not face product
liability suits in the future, or that our insurance coverage will be sufficient to cover our liability in any such cases.

 In
addition, a liability claim may be brought against us even if our product candidates merely appear to have caused an injury. Product
liability claims may be brought against us by consumers, health care providers, pharmaceutical companies or others selling or otherwise
coming into contact with our product candidates, among others. If we cannot successfully defend ourselves against product liability claims,
we will incur substantial liabilities and reputational harm. In addition, regardless of merit or eventual outcome, product liability
claims may result in:

 withdrawal
 of clinical trial participants;

 termination
 of clinical trial sites or entire trial programs;

 the
 inability to commercialize our product candidates;

 decreased
 demand for our product candidates;

 impairment
 of our business reputations;

 product
 recall or withdrawal from the market or labeling, marketing or promotional restrictions;

 substantial
 costs of any related litigation or similar disputes;

 distractions
 of management's attention and other resources from our primary business;

 substantial
 monetary awards to patients or other claimants against us that may not be covered by insurance; or

 loss
 of revenue.

 We
have obtained product liability insurance coverage for our clinical trials. However, large judgments have been awarded in class action
or individual lawsuits based on drugs that had unanticipated side effects and our insurance coverage may not be sufficient to cover all
of our product liability related expenses or losses and may not cover us for any expenses or losses we may suffer. Moreover, insurance
coverage is becoming increasingly expensive, and, in the future, we may not be able to maintain insurance coverage at a reasonable cost,
in sufficient amounts or upon adequate terms to protect us against losses due to product liability. We will need to increase our product
liability coverage if any of our product candidates receive regulatory approval, which will be costly, and we may be unable to obtain
this increased product liability insurance on commercially reasonable terms, or at all. A successful product liability claim, or series
of claims, brought against us could cause our stock price to decline and, if judgments exceed our insurance coverage, could decrease
our cash and could harm our business, financial condition, operating results and prospects.

 If
any of our product candidates are approved for marketing and we are found to have improperly promoted off-label uses, or if physicians
misuse our products or use our products off-label, we may become subject to prohibitions on the sale or marketing of our products, product
liability claims and significant fines, penalties and sanctions, and our brand and reputation could be harmed.

 The
FDA and other regulatory agencies strictly regulate the marketing and promotional claims that are made about drug products. In particular,
a product may not be promoted for uses or indications that are not approved by the FDA or such other regulatory agencies as reflected
in the product's approved labeling and comparative safety or efficacy claims cannot be made without direct comparative clinical
data. If we are found to have promoted off-label uses of any of our product candidates, we may become subject to significant liability,
which would materially harm our business. Both federal and state governments have levied large civil and criminal fines against companies
for alleged improper promotion and have enjoined several companies from engaging in off-label promotion. If we become the target of such
an investigation or prosecution based on our marketing and promotional practices, we could face similar sanctions, which would materially
harm our business. In addition, management's attention could be diverted from our business operations, significant legal expenses
could be incurred, and our brand and reputation could be damaged.

 The
FDA has also requested that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is
changed or curtailed. If we are deemed by the FDA to have engaged in the promotion of our products for off-label use, we could be subject
to FDA regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil
fine or criminal penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they
consider our business activities constitute promotion of an off-label use, which could result in significant penalties, including criminal,
civil or administrative penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs and the
curtailment or restructuring of our operations.

 We
cannot, however, prevent a physician from using our product candidates outside of those indications for use when the physician's
independent professional medical judgment deems appropriate. Physicians may also misuse our product candidates or use improper techniques,
potentially leading to adverse results, side effects or injury, which may lead to product liability claims. If our product candidates
are misused or used with improper technique, we may become subject to costly litigation by physicians or their patients. Furthermore,
the use of our product candidates for indications other than those cleared by the FDA may not effectively treat such conditions, which
could harm our reputation among physicians and patients.

 We
may choose not to continue developing or commercializing any of our product candidates at any time during development or after approval,
which would reduce or eliminate our potential return on investment for those product candidates.

 At
any time, we may decide to discontinue the development of any of our product candidates or not to continue commercializing one or more
of our approved product candidates for a variety of reasons, including changes in our internal product, technology or indication focus,
the appearance of new technologies that make our product obsolete, competition from a competing product or changes in or failure to comply
with applicable regulatory requirements. If we terminate a program in which we have invested significant resources, we will not receive
any return on our investment, and we will have missed the opportunity to have allocated those resources to potentially more productive
uses.

 Risks
Relating to Our Intellectual Property Rights

 We
depend on rights to certain pharmaceutical compounds that are or will be licensed to us. We do not own the intellectual property rights
to these pharmaceutical compounds and any loss of our rights to them could prevent us from selling our products.

 Within
our present pipeline and potentially future pipeline of drugs, our drugs are in-licensed from other biotech or pharmaceutical companies.
We do not currently own any intellectual property rights, including the patents that underlie these licenses. Our rights to use the pharmaceutical
compounds we license are subject to the negotiation of, continuation of and compliance with the terms of those licenses. Thus, these
patents and patent applications are not written by us or our attorneys, and we did not have control over the drafting and prosecution.
The former patent owners and our licensors might not have given the same attention to the drafting and prosecution of these patents and
applications as we would have if we had been the owners of the patents and applications and had control over the drafting. Moreover,
under certain of our licenses, patent prosecution activities remain under the control of the licensor. We cannot be certain that drafting
of the licensed patents and patent applications, or patent prosecution, by the licensors have been or will be conducted in compliance
with applicable laws and regulations or will result in valid and enforceable patents and other intellectual property rights.

 Significant
additional research and development activity, pre-clinical testing, and/or clinical testing of our drug product candidates are required
before we will have a chance to achieve a viable product for licensing or commercialization. Our business currently depends entirely
on the successful development, regulatory approval, and licensing or commercialization of our product candidates, which may never occur.

 Enforcement
of our licensed patents or defense of any claims asserting invalidity of these patents is often subject to the control or cooperation
of our licensors. Legal action could be initiated against the owners of the intellectual property that we license and an adverse outcome
in such legal action could harm our business because it might prevent such companies or institutions from continuing to license intellectual
property that we may need to operate our business. In addition, such licensors may resolve such litigation in a way that benefits them
but adversely affects our ability to have freedom to operate to develop and commercialize our product candidates.

 We
cannot ensure protection of our licensed intellectual property rights.

 Our
commercial success will depend, in part, on the ability of our licensors to obtain and maintain patent protection for our licensed technologies,
products and processes, successfully defend these licensed patents against third-party challenges and successfully enforce these patents
against third-party competitors. The patent positions of pharmaceutical companies can be highly uncertain and involve complex legal,
scientific and factual questions for which important legal principles remain unresolved. Changes in either the patent laws or in interpretations
of patent laws may diminish the value of our licensed intellectual property rights. Accordingly, we cannot predict the breadth of claims
that may be allowable or enforceable in our patents. The existing patents and patent applications relating to our drug product candidates
may be challenged, invalidated or circumvented by third parties and might not protect us against competitors with similar products or
technologies.

 The
degree of future protection for our proprietary rights is uncertain. We may not be able to adequately protect our rights, gain or keep
our competitive advantage, or provide any competitive advantage at all. For example, others have filed, and in the future are likely
to file, patent applications covering products and technologies that are similar, identical or competitive to any of our product candidates,
or important to our business. We cannot be certain that any patent application owned by a third party will not have priority over patent
applications licensed or filed by us, or that our licensed intellectual property or intellectual property that we develop in the future
will not be involved in interference, opposition or invalidity proceedings before United States or foreign patent offices.

 In
the future, we may rely on know-how and trade secrets to protect technology, especially in cases when we believe patent protection is
not appropriate or obtainable. However, know-how and trade secrets are difficult to protect. While we intend to require employees, academic
collaborators, consultants and other contractors to enter into confidentiality agreements, we may not be able to adequately protect our
trade secrets or other proprietary or licensed information. Typically, research collaborators and scientific advisors have rights to
publish data and information in which we may also have rights. If we cannot maintain the confidentiality of our licensed or owned proprietary
technology and other confidential information, our ability to protect valuable information licensed or owned by us may be imperiled.
Enforcing a claim that a third-party entity illegally obtained and is using any of our licensed or owned know-how and trade secrets is
expensive and time consuming, and the outcome is unpredictable. In addition, courts are sometimes less willing to protect trade secrets
than patents. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how.

 If
we fail to obtain or maintain patent or trade secret protection for our product candidates or our technologies, third parties could use
our licensed or owned intellectual property, which could impair our ability to compete in the market and adversely affect our ability
to generate revenues and attain profitability.

 We
may also rely on the trademarks we may develop to distinguish our products from the products of our competitors. We cannot guarantee
that any trademark applications filed by our licensors, us, or our business partners will be approved. Third parties may also oppose
such trademark applications, or otherwise challenge our use of the trademarks. In the event that the trademarks we use are successfully
challenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devote
resources to advertising and marketing new brands. Further, we cannot provide assurance that competitors will not infringe the trademarks
we use, or that we, our licensors, or business partners will have adequate resources to enforce these trademarks.

 Our
product candidates may infringe the intellectual property rights of others, which could increase our costs and delay or prevent our development
and commercialization efforts.

 Our
success depends in part on avoiding infringement of the proprietary technologies of others. The pharmaceutical industry has been characterized
by frequent litigation regarding patent and other intellectual property rights. Identification of third-party patent rights that may
be relevant to our licensed technology is difficult because patent searching is imperfect due to differences in terminology among patents,
incomplete databases and the difficulty in assessing the meaning of patent claims. Additionally, because patent applications are maintained
in secrecy until the application is published, we may be unaware of third-party patents that may be infringed by commercialization of
any of our licensed product candidates or any future product candidate. There may be certain issued patents and patent applications claiming
subject matter that we may be required to license in order to research, develop or commercialize any of our product candidates, and we
do not know if such patents and patent applications would be available to license on commercially reasonable terms, or at all. Any claims
of patent infringement asserted by third parties would be time-consuming and may divert the time and attention of our technical personnel
and management.

 Third
parties may hold proprietary rights that could prevent any of our licensed product candidates from being marketed. Any patent-related
legal action against us claiming damages and seeking to enjoin commercial activities relating to any of our product candidates or our
processes could subject us to potential liability for damages and require us to obtain a license and pay royalties to continue to manufacture
or market any of our product candidates or any future product candidates. We cannot predict whether we would prevail in any such actions
or that any license required under any of these patents would be made available on commercially acceptable terms, if at all. In addition,
we cannot be sure that we could redesign our product candidates or any future product candidates or processes to avoid infringement,
if necessary. Accordingly, an adverse determination in a judicial or administrative proceeding, or the failure to obtain necessary licenses,
could prevent us from developing and commercializing any of our product candidates or a future product candidate, which could harm our
business, financial condition and operating results.

 A
number of companies, including several major pharmaceutical companies, have conducted, or are conducting, research within the licensed
fields in which we intend to operate, which has resulted, or may result, in the filing of many patent applications related to this research.
If we were to challenge the validity of these or any issued United States patent in court, we would need to overcome a statutory presumption
of validity that attaches to every issued United States patent. This means that, in order to prevail, we would have to present clear
and convincing evidence as to the invalidity of the patent's claims. If we were to challenge the validity of these or any issued
United States patent in an administrative trial before the Patent Trial and Appeal Board in the United States Patent and Trademark Office
(USPTO), we would have to prove that the claims are unpatentable by a preponderance of the evidence. There is no assurance that a jury
and/or court would find in our favor on questions of infringement, validity or enforceability.

and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements
imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

 Periodic
maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and applications are required to be paid
to the USPTO and various governmental patent agencies outside of the U.S. in several stages over the lifetime of the patents and applications.
The USPTO and various non-U.S. governmental patent agencies require compliance with a number of procedural, documentary, fee payment
and other similar provisions during the patent application process and after a patent has issued. There are situations in which non-compliance
can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the
relevant jurisdiction.

 General
Company-Related Risks

 We
will need to grow the size of our organization, and we may experience difficulties in managing this growth.

 As
our development and commercialization plans and strategies develop, we may need to expand the size of our employee and consultant/contractor
base. Future growth would impose significant added responsibilities on members of management, including the need to identify, recruit,
maintain, motivate and integrate additional employees. In addition, our management may have to divert a disproportionate amount of its
attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. Our future
financial performance and our ability to compete effectively will depend, in part, on our ability to manage any future growth effectively.
To that end, we must be able to:

 manage
 all our development efforts effectively, especially our clinical trials;

 integrate
 additional management, administrative, scientific, operation and regulatory personnel;

 maintain
 sufficient administrative, accounting and management information systems and controls; and

 hire
 and train additional qualified personnel.

 We
may not be able to accomplish these tasks, and our failure to accomplish any of them could harm our financial results.

 If
we lose key management personnel, or if we fail to recruit additional highly skilled personnel, our ability to identify and develop new
or next generation product candidates will be impaired, could result in loss of markets or market share and could make us less competitive.

 We
are highly dependent upon the principal members of our small management team and staff, including George Ng, our Chief Executive
Officer; David Young, Pharm. D., Ph. D, our President of Research and Development; and Sian Bigora, Pharm. D., our Chief Development
and Regulatory Officer. The employment of Drs. Young and Bigora may be terminated at any time by either us or Dr. Young or Dr.
Bigora. The loss of any current or future team member could impair our ability to design, identify, and develop new intellectual
property and product candidates and new scientific or product ideas. Additionally, if we lose the services of any of these persons,
we would likely be forced to expend significant time and money in the pursuit of replacements, which may result in a delay in the
development of our product candidates and the implementation of our business plan and plan of operations and diversion of our
management's attention. We can give no assurance that we can find satisfactory replacements for our current and future key
scientific and management employees on terms that would not be unduly expensive or burdensome to us.

 Despite
our efforts to retain valuable employees, members of our management, scientific and development teams may terminate their employment
with us on short notice. Although we expect to have employment agreements with our key employees, these employment agreements may still
allow these employees to leave our employment at any time, for or without cause. We do not maintain "key man" insurance policies
on the lives of these individuals or the lives of any of our other employees. Our success also depends on our ability to continue to
attract, retain and motivate highly skilled junior, mid-level and senior managers as well as junior, mid-level and senior scientific
and medical and scientific personnel.

 If
our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience
adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions, interruptions
or disruptions to operations or clinical trials, reputational harm, litigation, fines and penalties.

 In
the ordinary course of our business, we, or the third parties upon which we rely, process, collect, receive, store, use, transmit, transfer,
make accessible, protect, secure, dispose of, disclose and share proprietary, confidential, and sensitive data, including personal data
(such as health-related data), intellectual property, and trade secrets.

 Cyberattacks,
malicious internet-based activity, online and offline fraud and other similar activities threaten the confidentiality, integrity, and
availability of our sensitive information and information technology systems, and those of the third parties upon which we rely.

 We
and the third parties upon which we rely are subject to a variety of evolving threats, including but not limited to, social engineering
attacks (including through phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced
persistent threat intrusions), denial-of-service attacks (such as credential stuffing), personnel misconduct or error, ransomware attacks,
supply-chain attacks, software bugs, server malfunction, software or hardware failures, loss of data or other information technology
assets, adware, telecommunications failures, earthquakes, fire, flood, and other similar threats.

 We
rely on third-party service providers and technologies to operate critical business systems to process sensitive information in a variety
of contexts, including, without limitation, cloud-based infrastructure, drug suppliers, data center facilities, encryption and authentication
technology, employee email, content delivery to customers, and other functions. Our ability to monitor these third parties' information
security practices is limited, and these third parties may not have adequate information security measures in place.

 Any
of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized,
unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive
information or our information technology systems, or those of the third parties upon whom we rely. A security incident or other interruption
could disrupt our ability (and that of third parties upon whom we rely) to perform our research and development activities.

 We
are exposed to cyber-attacks and data breaches, including the risks and costs associated with protecting our systems and maintaining
integrity and security of our business information, as well as personal data of our guests, employees and business partners.

 We
are subject to cyber-attacks. These cyber-attacks can vary in scope and intent from attacks with the objective of compromising our systems,
networks and communications for economic gain to attacks with the objective of disrupting, disabling or otherwise compromising our operations.
The attacks can encompass a wide range of methods and intent, including phishing attacks, illegitimate requests for payment, theft of
intellectual property, theft of confidential or non-public information, installation of malware, installation of ransomware and theft
of personal or business information. The breadth and scope of these attacks, as well as the techniques and sophistication used to conduct
these attacks, have grown over time.

 A
successful cyber-attack may target us directly, or it may be the result of a third party's inadequate care. In either scenario,
we may suffer damage to our systems and data that could interrupt our operations, adversely impact our reputation and brand and expose
us to increased risks of governmental investigation, litigation and other liability, any of which could adversely affect our business.
Furthermore, responding to such an attack and mitigating the risk of future attacks could result in additional operating and capital
costs in systems technology, personnel, monitoring and other investments.

 In
addition, we are also subject to various risks associated with the collection, handling, storage and transmission of sensitive information.
In the course of doing business, we collect employee, customer and other third-party data, including personally identifiable information
and individual credit data, for various business purposes. These laws continue to develop and may be inconsistent from jurisdiction to
jurisdiction. If we fail to comply with the various applicable data collection and privacy laws, we could be exposed to fines, penalties,
restrictions, litigation or other expenses, and our business could be adversely impacted.

 Any
breach, theft, loss, or fraudulent use of employee, third-party or company data, could adversely impact our reputation and expose us
to risks of data loss, business disruption, governmental investigation, litigation and other liability, any of which could adversely
affect our business. Significant capital investments and other expenditures could be required to remedy the problem and prevent future
breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those
whose data has been breached. Further, if we or our vendors experience significant data security breaches or fail to detect and appropriately
respond to significant data security breaches, we could be exposed to government enforcement actions and private litigation.

 Risks
Related to Ownership of Our Common Stock

 Our failure to maintain compliance with Nasdaq's
continued listing requirements could result in the delisting of our Common Stock.

 Our common stock is currently
listed for trading on The Nasdaq Capital Market. We must satisfy The Nasdaq Capital Market's continued listing requirements, including,
among other things, a minimum bid price requirement of $1.00 per share or risk delisting, which would have a material adverse effect on
our business. A delisting of our common stock from The Nasdaq Capital Market could materially reduce the liquidity of our common stock
and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise
capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence
by investors, suppliers, customers and employees and fewer business development opportunities.

 Although we have not been delisted
from Nasdaq and currently meet the minimum listing requirements, on March 22, 2023, we received notice from the Listing Qualifications
Staff of Nasdaq indicating that, based upon the closing bid price of our common stock for the prior 30 consecutive business days, we were
not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq as set forth
in Nasdaq Listing Rule 5550(a)(2). Nasdaq granted us an extension until March 18, 2024 to regain compliance with the minimum closing bid
requirement, and we regained compliance with such requirement as of February 2, 2024.

 If our common stock were delisted
from Nasdaq, trading of our common stock would most likely take place on an over-the-counter market established for unlisted securities,
such as the OTCQB or the Pink Market maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or
to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market, and many investors would likely not buy
or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities
not listed on a national exchange or other reasons. In addition, as a delisted security, our common stock would be subject to SEC rules
as a "penny stock," which impose additional disclosure requirements on broker-dealers. The regulations relating to penny stocks,
coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissions generally representing
a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade
in our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable
to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business
development opportunities. For these reasons and others, delisting would adversely affect the liquidity, trading volume and price of our
common stock, causing the value of an investment in us to decrease and having an adverse effect on our business, financial condition and
results of operations, including our ability to attract and retain qualified employees and to raise capital.

 Future
equity offerings, license transactions or acquisitions may dilute our existing stockholders' ownership and/or have other adverse
effects on our operations.

 In
order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into
or exchangeable for our common stock at prices that may be higher or lower than what our existing stockholders paid and other securities
in the future could have rights superior to existing stockholders.

 In
addition, we may engage in one or more potential license transactions or acquisitions in the future, which could involve issuing our
common stock as some or all of the consideration payable by us to complete such transactions. If we issue common stock or securities
linked to our common stock, the newly issued securities may have a dilutive effect on the interests of the holders of our common
stock. Additionally, future sales of newly issued shares used to effect a transaction could depress the market price of our common
stock and have a dilutive effect on our existing stockholders.

 We
may also issue equity securities that provide rights, preferences and privileges senior to those of our common stock. If we raise additional
funds by issuing debt securities, these debt securities would have rights senior to those of our common stock and the terms of the debt
securities issued could impose significant restrictions on our operations, including liens on our assets. If we raise additional funds
through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or candidate products,
or to grant licenses on terms that are not favorable to us.

 Our
common stock price is expected to be volatile.

 The
market price of our common stock could be subject to significant fluctuations. Market prices for securities of early-stage pharmaceutical,
biotechnology and other life sciences companies have historically been particularly volatile. Some of the factors that may cause the
market price of our common stock to fluctuate include:

 relatively
 low trading volume, which can result in significant volatility in the market price of our common stock based on a relatively smaller
 number of trades and dollar amount of transactions;

 changes
 in estimates or recommendations by securities analysts, if any, who cover our common stock;

 the
 timing and results of our current and any future preclinical or clinical trials of our product candidates;

 the
 entry into or termination of key agreements, including, among others, key collaboration and license agreements;

 the
 results and timing of regulatory reviews relating to the approval of our product candidates;

 the
 initiation of, material developments in, or conclusion of, litigation to enforce or defend any of our intellectual property rights;

 failure
 of any of our product candidates, if approved, to achieve commercial success;

 general
 and industry-specific economic conditions that may affect our research and development expenditures;

 the
 results of clinical trials conducted by others on products that would compete with our product candidates;

 issues
 in manufacturing our product candidates or any approved products;

 the
 introduction of technological innovations or new commercial products by our competitors;

 developments
 or disputes concerning patent applications, issued patents or other proprietary rights;

 future
 sales of our common stock by us, our insiders or our other stockholders;

 a
 negative outcome in any litigation or potential legal proceeding;

 additions
 and departures of key personnel;

 negative
 publicity or announcements regarding regulatory developments relating to our products;

 actual
 or anticipated fluctuations in our financial condition and operating results, including our cash and cash equivalents balance, operating
 expenses, cash burn rate or revenue levels;

 our
 filing for protection under federal bankruptcy laws; or

 the
 other factors described in this "Risk Factors" section.

 The
stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual
companies. These broad market fluctuations may also adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company's securities, stockholders have
often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial
costs and diversion of management attention and resources, which could significantly harm our profitability and reputation.

 We
are a "smaller reporting company," and the reduced disclosure requirements applicable to us as such may make our common stock
less attractive to our stockholders and investors.

 We
are a "smaller reporting company" under the federal securities laws and, as such, are subject to scaled disclosure requirements
afforded to such companies. For example, as a smaller reporting company, we are subject to reduced executive compensation disclosure
requirements. Our stockholders and investors may find our common stock less attractive as a result of our status as a "smaller
reporting company" and our reliance on the reduced disclosure requirements afforded to these companies. If some of our stockholders
or investors find our common stock less attractive, there may be a less active trading market for our common stock and the market price
of our common stock may be more volatile.

 We
do not currently intend to pay dividends to our stockholders in the foreseeable future, and consequently, your ability to achieve a return
on your investment will depend on appreciation in our value.

 We
have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to
finance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from paying
dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
There is no guarantee that our valuation will appreciate in value or even maintain the valuation at which our stockholders have purchased
their shares.

 If
securities or industry analysts do not publish research or reports about our business, or if they publish negative evaluations of our
stock or negative reports about our business, our stock price and trading volume could decline.

 The
trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about
us or our business. We do not have any control over these analysts. We may never obtain research coverage by industry or financial analysts.
If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage,
there can be no assurance that analysts will cover us or provide favorable coverage. If one or more of the analysts who cover us downgrades
our stock or changes his or her opinion of our stock, our stock price would likely decline. If one or more of these analysts cease coverage
of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock
price or trading volume to decline.

 Provisions
in our corporate documents and Delaware law could have the effect of delaying, deferring, or preventing a change in control of us, even
if that change may be considered beneficial by some of our stockholders.

 The
existence of some provisions of our certificate of incorporation or our bylaws or Delaware law could have the effect of delaying, deferring,
or preventing a change in control of us that a stockholder may consider favorable. These provisions include:

 providing
 that the number of members of our Board is limited to a range fixed by our bylaws;

 establishing
 advance notice requirements for nominations of candidates for election to our Board of Directors or for proposing matters that can
 be acted on by stockholders at stockholder meetings; and

 authorizing
 the issuance of "blank check" preferred stock, which could be issued by our Board of Directors to issue securities with
 voting rights and thwart a takeover attempt.

 As
a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the General Corporation Law of the
State of Delaware. Section 203 prevents some stockholders holding more than 15% of our voting stock from engaging in certain business
combinations unless the business combination or the transaction that resulted in the stockholder becoming an interested stockholder was
approved in advance by our Board of Directors, results in the stockholder holding more than 85% of our voting stock (subject to certain
restrictions), or is approved at an annual or special meeting of stockholders by the holders of at least 66 2/3% of our voting stock
not held by the stockholder engaging in the transaction. Any provision of our certificate of incorporation or our bylaws or Delaware
law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium
for their shares of our common stock and affect the price that some investors are willing to pay for our common stock.

 Provisions
in our bylaws provide for indemnification of officers and directors, which could require us to direct funds away from our business and
the development of our product candidates.

 Our
bylaws provide for the indemnification of our officers and directors. We may in the future be required to advance costs incurred by an
officer or director and to pay judgments, fines and expenses incurred by an officer or director, including reasonable attorneys'
fees, as a result of actions or proceedings in which our officers and directors are involved by reason of being or having been an officer
or director of our company. Funds paid in satisfaction of judgments, fines and expenses may be funds we need for the operation of our
business and the development of our product candidates, thereby affecting our ability to attain profitability.

 Item
1B. Unresolved Staff Comments

 None.

 Item
1C. Cybersecurity

 Cybersecurity
Risk Management and Strategy

 We
have established processes to assess, identify, and manage cybersecurity risks. These processes are integrated into our overall risk
management program and are designed to protect our information assets from internal and external cyber threats and include:

 implementing
 physical, procedural, and technical safeguards;

 developing
 and maintaining comprehensive response plans;

 engaging
 with external cybersecurity experts to enhance our oversight and keep pace with evolving threats; and

 considering
 the cybersecurity capabilities of partners and third-party service providers, both prior to engaging them and on an ongoing basis.

 Cybersecurity
Governance and Oversight

 Our
Board of Directors provides direct oversight of cybersecurity risk and has delegated to its audit committee the responsibility of
reviewing and discussing with management our risk exposures relating to cybersecurity. The Board of Directors and the audit
committee will receive regular updates from management on cybersecurity matters and are promptly informed by management about any
significant new threats or incidents. In the future, management and our third-party service providers will conduct reviews at least once annually of our
cybersecurity readiness to ensure continuous improvement in our cybersecurity strategies.

 We
have implemented mechanisms to monitor and manage cybersecurity threats and incidents, including utilization of tools for continuous
monitoring of our IT environment to detect and mitigate threats, a fundamental plan for responding to cyber incidents and training
for employees to recognize and report potential cybersecurity incidents and to foster a culture of cybersecurity awareness and
vigilance. Our Chief Administrative Officer, along with a third-party service provider, are responsible for operational oversight of
our cybersecurity strategy and policies. Any identified cybersecurity incident is reported to our Chief Administrative Officer who
evaluates the severity of the incident. Based on this assessment, further steps are taken involving other members of management and,
depending on the severity, the audit committee and the Board of Directors. We believe this structured approach allows us to
effectively manage and mitigate cybersecurity risks, safeguarding our systems and data against various digital threats.
Additionally, our proactive stance is supported by cybersecurity insurance, which further reinforces our preparedness
against potential cyber threats.

 Cybersecurity
Incident Reporting and Management

 During the years ended December 31, 2022 and 2023, we
have not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect
us, including our business strategy, results of operations, or financial condition. However, we remain vigilant and prepared to respond
effectively to any incidents, should they arise.

 Item
2. Properties.

 Our
principal executive office is located at 7380 Coca Cola Drive, Suite 106, Hanover, MD 21076. We currently lease approximately 6,500 square
feet of office space at this location until September 2025.

 Item
3. Legal Proceedings.

 From
time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal
proceedings. Regardless of outcome, any litigation that we may become involved in can have an adverse impact on us because of defense
and settlement costs, diversion of management resources and other factors.

 Item
4. Mine Safety Disclosures.

 None.

 Part
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and issuer Purchases of Equity Securities.

 Our
common stock is traded on the Nasdaq Capital Market under the symbol "PCSA."

 On
June 29, 2023, we amended our Certificate of Incorporation to increase the number of authorized shares of our common stock from 50,000,000
to 100,000,000. The number of authorized shares of preferred stock remains unchanged at 1,000,000 shares.

 On January 22, 2024, we effected a 1-for-20 reverse stock split, reducing the number of our common
shares issued on that date from 24,706,474 shares to 1,291,000 shares. There was no corresponding reduction in the number of authorized
shares of common stock and no change in the par value per share. All share and per share amounts and conversion and exercise prices presented
herein have been adjusted retroactively to reflect this change.

 Holders

 As
of March 21, 2024, there were 2,855,981 shares of common stock outstanding and 187 shareholders of record. One of these holders of record is Cede & Co, a nominee for Depository Trust Company ("DTC"). All
of the shares of common stock held by brokerage firms and other financial institutions as nominees for beneficial owners are deposited
into participant accounts at DTC and are therefore considered to be held of record by Cede & Co. as one stockholder. The actual number
of stockholders is greater than the number of record holders and includes stockholders who are beneficial owners but whose shares are
held in street name by brokers and other nominees.

 Transfer
Agent and Registrar

 The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company.

 Dividend
Policy

 We
have not previously declared or paid any dividends on our common stock and do not intend to do so in the near future. We intend to retain
any future earnings to fund ongoing operations and future capital requirements of our business. Any future determination to pay cash
dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations,
capital requirements and such other factors as the Board of Directors deems relevant.

 Securities
Authorized for Issuance under Equity Compensation Plans

 The
table below provides information as to our 2019 Omnibus Incentive Plan as of December 31, 2023.

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 315,159
 (1)

 $
 223.89

 27,326

 Equity compensation plans not approved by security holders

 2,389

 397.60

 -

 Total

 317,548

 27,326
 (2)

 (1)

 Includes
 stock options to purchase 358 shares of our common stock issued under the prior equity compensation plan.

 (2)

 Consists
 of shares available for issuance under the 2019 Omnibus Incentive Plan.

 Recent
Sales of Unregistered Securities

 We had no sales of unregistered
securities during 2023 that have not been previously disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q.

 Repurchases
of Equity Securities

 We
did not repurchase any shares of our common stock in 2023.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of the Results of Operations

 You
should read the following discussion and analysis of our financial condition and results of operations together with our consolidated
financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K. Some
of the information contained in this discussion and analysis contains forward-looking statements that involve risks and uncertainties.
You should review the section titled "Risk Factors" in this Annual Report on Form 10-K for a discussion of important factors
that could cause actual results to differ materially from the results described below.

 Overview

 We
are a clinical-stage biopharmaceutical company focused on utilizing our "regulatory science" approach, including the principles
associated with FDA's Project Optimus Oncology initiative and the related FDA Draft Guidance, in the development of Next Generation
Chemotherapy ("NGC") oncology drug products. Our mission is to provide better treatment options than those that presently
exist by extending a patient's survival and/or improving a patient's quality of life. This is achieved by improving upon
FDA-approved, widely used oncology drugs or the cancer-killing metabolites of these drugs by altering how they are metabolized and/or
distributed in the body, including how they are distributed to the actual cancer cells.

 Our
regulatory science approach was conceived in the early 1990s when the founders of Processa and other faculty at the University of Maryland
worked with the FDA to develop multiple FDA Guidances. Regulatory science is the science of developing new tools, standards, and approaches
to assess the safety, efficacy, quality, and performance of all FDA-regulated products. Over the last 30 years, two of our founders,
Dr. David Young and Dr. Sian Bigora, have expanded the original regulatory science concept by including the pre-clinical and clinical
studies to justify the benefit-risk assessment required for FDA approval when designing the development programs of new drug products.

 Our
regulatory science approach defines the scientific information that the FDA requires to determine if the benefit outweighs the risk of
a drug in a specific population of patients and at a specific dosage regimen for a specific drug product. The studies are designed to
obtain the necessary scientific information to support the regulatory decision.

 Recently, the FDA has taken steps
to define some of the regulatory science required for the FDA approval of oncology products. Through the FDA's Project Optimus Oncology
Initiative and the related Draft Guidance on determining the "optimal" dosage regimen for an oncology drug, the FDA has chosen
to make the development of oncology drugs more science-based than in the past. Since the principles of the FDA's Project Optimus
and the related Draft Guidance have been used by our regulatory science approach in a number of non-oncology drugs in the past, our experience
with the principles of Project Optimus differentiates us from other biotechnology companies by focusing us not only on the clinical science,
but also on the equally important regulatory process. We believe utilizing our regulatory science approach provides us with three distinct
advantages:

 efficiencies (e.g., the right trial design and trial readouts);

 possibility of drug approval by the FDA or other regulatory authorities; and

 ability to evaluate the benefit-risk of a drug compared to existing therapy, which allows prescribers to provide better treatment
 options for each patient.

 Our strategic prioritization
is to advance our pipeline of NGC proprietary small molecule oncology drugs. The NGC products are new chemical entities, but they work
by changing the metabolism, distribution and/or elimination of already FDA-approved cancer drugs or their active metabolites while maintaining
the mechanism of how the drug kills cancer cells. We believe our NGC treatments will provide improved safety-efficacy profiles when compared
to their currently marketed counterparts – capecitabine, gemcitabine, and irinotecan. All future studies of these drugs are subject
to availability of capital to conduct the trials.

 The
three NGC treatments in our pipeline are as follows:

 NGC-Capecitabine
 (NGC-Cap) is a combination of PCS6422 and capecitabine, capecitabine being the oral prodrug of the cancer drug 5-fluorouracil
 (5-FU). PCS6422, without having any clinically meaningful biological effect itself, alters the metabolism of 5-FU, resulting in more
 5-FU distribution to the cancer cells. In clinical trials, NGC-Cap has shown a safety profile different than capecitabine when
 administered alone. Side effects such as Hand-Foot Syndrome (HFS) and cardiotoxicity typically occur in up to 50-70% of patients
 treated with capecitabine and are caused by specific capecitabine metabolites. These types of toxicities frequently result in
 decreased doses, interrupted doses, or discontinuation of treatment with capecitabine. Since a much smaller amount of these
 metabolites are formed with NGC-Cap, these side effects appear in less patients and are less severe when they do occur. In addition,
 NGC-Cap has been found to be up to 50 times more potent than capecitabine based on the systemic exposure of the capecitabine
 metabolite 5-FU, which is metabolized to the cancer-killing metabolites. Like capecitabine, NGC-Cap could potentially be used to
 treat patients with various cancers, such as metastatic breast, colorectal, gastrointestinal, and pancreatic. On December
 11, 2023, we had a successful meeting with the FDA regarding our next Phase 2 study supporting the advancement of NGC-Cap for cancer
 patients. The meeting with the FDA was supported by the interim results from the ongoing Phase 1B study that completed
 enrollment in the first quarter of 2024. Following our meeting with the FDA, we decided the next NGC-Cap trial would be a Phase 2
 trial in breast cancer. This decision was supported through discussions with the FDA where we agreed with the FDA that the
 development of NGC-Cap in breast cancer would be a more efficient development program than metastatic colorectal cancer and improve
 the likelihood of FDA approval. The FDA has agreed that the data from past and existing studies could be used to directly support
 the Phase 2 trial in breast cancer. Breast cancer is the most diagnosed cancer, representing approximately 15% of all new cancer
 patients in 2023. It has a prevalence of more than 3.8 million patients, with nearly 300,000 new diagnoses last year. Over 150,000
 women are currently living with advanced or metastatic breast cancer. The NGC-Cap annual newly diagnosed incidence rate for breast, colorectal and other
 cancers is greater than 250,000 patients per year.

 PCS3117,
 also referred to as NGC-Gemcitabine (NGC-Gem), is an oral analog of gemcitabine that is converted to its active metabolite by a
 different enzyme system than gemcitabine resulting in a positive response in gemcitabine patients as well as some gemcitabine
 treatment-resistant patients. Like gemcitabine, NGC-Gem could potentially be used to treat patients with various cancers such as
 pancreatic, biliary tract, lung, ovarian, and breast. We estimate more than 275,000 patients in the United States were newly
 diagnosed in 2022 with pancreatic, biliary tract, lung, ovarian, and breast cancer. We plan to meet with the FDA to discuss
 potential study designs including implementation of the Project Optimus initiative as part of the design in 2024.

 PCS11T,
 also referred to as NGC-Irinotecan (NGC-Iri), is a prodrug of the active metabolite of irinotecan (SN-38). The chemical structure
 of NGC-Iri influences the uptake of the drug into cancer cells, resulting in more NGC-Iri entering cancer cells than normal cells
 in mice. These levels were significantly greater than those seen with irinotecan, resulting in lower doses of NGC-Iri having greater
 efficacy than irinotecan and improved safety in animal models. Like irinotecan, NGC-Iri could be used to treat patients with various
 cancers such as lung, colorectal, gastrointestinal, and pancreatic cancer. We estimate at least 200,000 patients in the United States
 were newly diagnosed in 2022 with lung, colorectal, gastrointestinal, and pancreatic cancer. We plan to conduct IND-enabling and
 toxicology studies in 2024-2025.

 Our
shift in prioritization to NGC oncology drugs does not change our mission. We continue to be focused on drug products that improve the
survival and/or quality of life for patients by improving the safety and/or efficacy of the drug in a targeted patient population, while
providing a more efficient and probable path to FDA approval and differentiating our drugs from those on the market or are currently
being developed.

 Historically,
much of oncology drug development has searched for novel or different ways to treat cancer. Our approach is to take three current
FDA-approved cancer drugs, e.g. capecitabine, gemcitabine and irinotecan, and modify and improve how the human body metabolizes
and/or distributes these NGC treatments compared to their presently approved counterpart chemotherapy drugs while maintaining the
cancer-killing mechanism of action; thus, our reason for calling our drugs Next Generation Chemotherapy (or NGC) treatments. Part of
the development includes determining the optimal dosage regimen based on the dose-response relationship as described in the
FDA's Project Optimus Initiative and Draft Optimal Dosage Regimen Oncology Guidance. To date, we have data that we believe
suggests our NGC treatments are likely to have a better safety-efficacy profile than the current widely used marketed counterpart
drugs, not only potentially making the development and approval process more efficient, but also clearly differentiating our NGC
treatments from the existing treatment. We believe our NGC treatments have the potential to extend the survival and/or quality of
life for more patients diagnosed with cancer while decreasing the number of patients who are required to dose-adjust or discontinue
treatment because of side effects or lack of response.

 In 2023, we completed our Phase 2A trial for PCS12852 in gastroparesis
patients with positive results. Additionally, in February 2023, due primarily to the inability to identify and enroll patients in our
rare disease Phase 2 trial for PCS499 in ulcerative Necrobiosis Lipoidica (uNL), we decided to cease further enrollment in the PCS499
trial and terminated the trial. We did not experience any safety concerns during the conduct of either the PCS12852 or PCS499 trial. We
continue to evaluate options to monetize these non-core drug assets, which may include out-licensing or partnering these assets with
one or more third parties.

 Recent
Developments

 Reverse
Stock Split

 On
January 22, 2024, we effected a 1-for-20 reverse stock split, reducing the number of our common shares issued on that
date from 24,706,474 shares to 1,291,000 shares. There is no corresponding reduction in the number of authorized shares of common stock
and no change in the par value per share. All share and per share amounts and conversion and exercise prices presented herein have been
adjusted retroactively to reflect this change.

 Public
Offering

 On January 30, 2024, we raised
gross proceeds of $7.0 million (net proceeds of $6.3 million) from the sale of 476,000 shares of our common stock, pre-funded warrants
to purchase up to 1,079,555 shares of our common stock and warrants to purchase 1,555,555 shares of our common stock in a public offering,
as described in Note 13. Simultaneously with the closing of the sale, the pre-funded warrants were exercised in exchange for 1,079,555
shares of our common stock. We plan to use the net proceeds from this financing for continued research and development for NCG-Cap, and
working capital and general corporate purposes.

 Results
of Operations

 Comparison
of the year ended December 31, 2023 and 2022

 The
following table summarizes our operations loss during the periods indicated:

 Year Ended December 31,

 2023

 2022

 Change

 Operating Expenses

 Research and development costs

 $
 5,799,518

 $
 11,494,230

 $
 (5,694,712
)

 General and administrative expenses

 5,657,543

 8,763,058

 (3,105,515

)

 Impairment of intangible asset

 -

 7,268,143

 (7,268,143
)

 Operating Loss

 (11,457,061
)

 (27,525,431
)

 Other Income (Expense)

 Interest income, net

 335,541

 101,202

 234,339

 Net Loss

 $
 (11,121,520
)

 $
 (27,424,229
)

 Revenues.

 We
had no revenue during the years ended December 31, 2023 and 2022. We do not currently have any revenue under contract or any immediate
sales prospects.

 Research
and Development Expenses.

 Our
research and development costs are expensed as incurred. Research and development expenses include (i) program and testing related expenses
including external consulting and professional fees related to the product testing and our development activities and (ii) internal research
and development staff related salaries and other payroll costs including stock-based compensation, payroll taxes and employee benefits.
In 2022, we also had expenses related to the amortization of the exclusive PCS499 license intangible asset. Non-refundable advance payments
for goods and services to be used in future research and development activities are recorded as prepaid expenses and expensed when the
research and development activities are performed.

 Research
and development costs for the years ended December 31, 2023 and 2022 were as follows:

 Year ended December 31,

 2023

 2022

 Preclinical, clinical trial and other costs

 $
 3,817,669

 $
 6,269,006

 Research and development salaries and benefits

 1,981,849

 4,436,729

 Amortization of intangible assets

 -

 788,495

 Total

 $
 5,799,518

 $
 11,494,230

 During the year ended December
31, 2023, our research and development expenses decreased by $5.7 million to $5,799,518 when compared to $11,494,230 for the year ended
December 31, 2022. The decrease in preclinical, clinical trial and other costs during 2023 when compared to 2022 was attributable to the
completion of our clinical trial for PCS12852 and the early termination of our clinical trial for PCS499. Expenses include costs related
to contract research organizations, regulatory filing and maintenance fees, drug product testing and stability, consulting, and other
clinical fees. We also did not have any amortization expense in 2023, as we fully impaired our PCS499 intangible asset at December 31,
2022. In 2022, we had three active clinical trials and amortization expense for our intangible asset. We also experienced decreases in
stock-based compensation of $2.5 million as a result of a reduction in stock awards granted. During 2023, we also experienced a decrease
in salaries and related expenses of $29,000. While we have promoted and/or increased salary rates for some personnel, we have fewer full-time
R&D employees in 2023 than 2022.

 During the year ended December
31, 2022, we amended the third Milestone Event of our License Agreement with Elion changing the third Milestone Event. As a result, we
recorded research and development expense and a related liability of $189,000, which represents the value of the 5,000 shares of our common
stock we issued to Elion in 2024 in satisfaction of the third Milestone Event (as modified) at the fair value on the date of modification.

 On January 30, 2024, we raised net proceeds of $6.3 million, which we intend
to use for continued research and development for NCG-Cap and for working capital. We are also incurring costs in preparation for our
planned Phase 2 trial for NGC-Cap, including the cost of having drug product manufactured and other pre-trial tasks, as well as costs
we may incur in connection with the submission of any Phase 2B protocol for NGC-Gem. In early 2025, we will need to raise additional capital
to fund our operations and continue our planned development of our NGC drugs.

 The
funding necessary to bring a drug candidate to market is subject to numerous uncertainties. Once a drug candidate is identified, the
further development of that drug candidate may be halted or abandoned at any time due to a number of factors. These factors include,
but are not limited to, funding constraints, safety or a change in market demand. For each of our drug candidate programs, we periodically
assess the scientific progress and merits of the programs to determine if continued research and development is economically viable.
Some programs may be terminated due to the lack of scientific progress and lack of prospects for ultimate commercialization. We anticipate
our research and development costs to increase in the future, subject to obtaining sufficient financing, as we finalize our clinical trials; plan/conduct future clinical trials,
including the cost of having drug product manufactured; continue our evaluation of the remaining drugs in our portfolio; and expand our
development team.

 Our
clinical trial cost accruals are based on estimates of patient enrollment and related costs at clinical investigator sites, as well as
estimates for the services received and efforts expended pursuant to contracts with multiple research institutions and CROs that conduct
and manage clinical trials on our behalf.

 In
accruing service fees, we estimate the time period over which services will be performed and the level of patient enrollment and activity
expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, we will
adjust the accrual accordingly. Payments made to third parties under these arrangements in advance of the receipt of the related series
are recorded as prepaid expenses until the services are rendered. At December 31, 2023, we have recorded $570,000 in prepaid expenses
for advanced payments made to our CRO for our NGC-Cap clinical trial.

 General
and Administrative Expenses.

 Our general and administrative
expenses for the year ended December 31, 2023 decreased by $3.1 million to $5,657,543 when compared to $8,763,058 for the same period
in 2022. The decrease was mostly due to employee stock-based compensation of $4.9 million as a result of a reduction in stock awards granted.
We also experienced net decreases in taxes, travel and other miscellaneous office expenses of $38,000. The decreases were primarily offset
by increases in professional fees of $1.3 million related to the warrants we issued to Spartan Capital as compensation for services provided
under a consulting agreement and for salaries and related expenses of $493,000. We share office space with CorLyst, a related party, and
during the years ended December 31, 2023 and 2022, they reimbursed us $112,000 and $124,000, respectively, for rent and other costs we
incurred on their behalf.

 Impairment
of Intangible Asset.

 Our
gross intangible assets consisted primarily of costs we capitalized related to the acquisition of license rights to PCS499 from CoNCERT
Pharmaceuticals. Inc. ("CoNCERT") for shares of our common stock. We capitalized $8.0 million, which was the fair value of
the common stock we issued to CoNCERT when we acquired the license rights to PCS499 on March 19, 2018.

 We
review amounts previously capitalized for impairment whenever events or changes in circumstances indicate to us that the carrying value
of the assets might not be recoverable. In May 2021, we enrolled our first patient in our Phase 2B trial for the treatment of ulcerative
NL with PCS499. Although we initiated a number of recruitment programs to increase the enrollment of patients in this study, we were
only able to recruit four patients by December 31, 2022. We experienced extremely slow enrollment in the study given the extreme rarity
of the condition (rarer than reported in the literature), the impact of COVID-19, and the reluctance of patients to be in a clinical
study. As a result, we terminated the trial early. At December 31,
2022, as a result of our decision to halt future enrollment and terminate our PCS499 clinical trial for ulcerative necrobiosis lipoidica,
we recognized an impairment of the remaining book value of the intangible asset of $7.3 million, thereby reducing the value of our intangible
asset to zero. Our assessment was based on the uncertainty of determining whether we will be able to out-license PCS499 or enter into
a partnering/collaborating arrangement for its future development.

 Other
Income.

 Net
other income consisting primarily of interest income was $335,541 and $101,202 for the years ended December 31, 2023 and 2022,
respectively.

 Income
Tax Benefit.

 We
did not recognize any income tax benefit for the year ended December 31, 2023 or 2022. At December 31, 2023, we recorded deferred tax
assets totaling $17,639,071, including $7,685,377 of net operating losses that are fully offset by a valuation allowance.

 Liquidity

 Sources
of Liquidity

 At December 31, 2023, we had
$4.7 million in cash and cash equivalents and raised an additional $6.3 million net proceeds in January 2024. On January 30,
2024, we sold, pursuant to securities purchase agreements (the "Purchase Agreement"), 476,000 shares of common stock, pre-funded
warrants to purchase up to 1,079,555 shares of common stock in lieu of shares of common stock (the "Pre-Funded Warrants"),
and warrants to purchase up to 1,555,555 shares of our common stock (the "Common Warrants') pursuant to a public offering
(the "Offering"). The Common Warrants have an exercise price of $4.50, are immediately exercisable and will remain exercisable
until the date that is five years after their original issuance. The Shares were offered at a combined public offering price of $4.50
per share and accompanying Common Warrant and $4.4999 per Pre-Funded Warrant and accompanying Common Warrant. The Pre-Funded Warrants
had an exercise price of $0.0001 and were exercised in full simultaneously with the closing of the Offering in exchange for 1,079,555
shares of our common stock. Gross proceeds in connection with the Offering were $7.0 million. We received $6.3 million in net proceeds
from the Offering, after deducting the fees of the placement agent and other offering-related expenses. We also issued to the placement
agent warrants to purchase 62,222 shares of common stock, exercisable at $5.625 per share that expire on February 1, 2027.

 We have incurred losses and net
cash used in our operating activities during the year ended December 31, 2023, which we expect to continue for the foreseeable future.
We have incurred losses since our inception, devoting substantially all of our efforts toward research and development, and have an accumulated
deficit of approximately $75.4 million at December 31, 2023. During the year ended December 31, 2023, we generated a net loss of approximately
$11.1 million, of which $2.4 million were non-cash expenses. Based on our current business plans, we believe these funds will satisfy
our capital needs into early 2025. Our ability to execute our longer-term operating plans, including unplanned future clinical trials for
our portfolio of drugs depend on our ability to obtain additional funding from the sale of equity and/or debt securities, a strategic
transaction or other funding transactions. We plan to continue to actively pursue financing alternatives, but there can be no assurance
that we will obtain the necessary funding in the future when needed.

 Our estimate of future cash needs
is based on assumptions that may prove to be wrong, and we could utilize our available cash sooner than we currently expect. Our ultimate
success depends on the outcome of our planned clinical trials and our research and development activities, as disclosed above. We expect
to incur additional losses in the future, and we will need to raise additional capital to fully implement our business plan if the costs
of our clinical trials are greater than we expect or they take longer than anticipated. We also expect to incur increased general and
administrative expenses in the future. In addition, there may be costs we incur as we develop these drug products that we do not currently
anticipate, requiring us to need additional capital sooner than currently expected.

 Our
future capital requirements will depend on many factors, including:

 the
 cost of our current and future clinical trials of NGC-Cap and the cost of third-party manufacturing;

 the
 initiation, progress, timing, costs and results of drug manufacturing, pre-clinical studies, and clinical trials of NGC-Gem and
 NGC-Iri, as well as any other future product candidates;

 the
 number and characteristics of product candidates that we pursue;

 the
 outcome, timing, and costs of seeking regulatory approvals;

 the
 costs associated with hiring additional personnel and consultants for our pre-clinical and clinical activities;

 the
 emergence of competing therapies and other adverse market developments;

 the
 costs involved in preparing, filing, prosecuting, maintaining, expanding, defending, and enforcing patent claims, including litigation
 costs and the outcome of such litigation;

 the
 extent to which we in-license or acquire other products and technologies; and

 the
 costs of operating as a public company.

 Until
such time as we can generate substantial product revenues to support our capital requirements, if ever, we expect to finance our
cash needs through a combination of public or private equity offerings, debt financings, collaborations and licensing arrangements
or other capital sources. We currently have an effective shelf registration statement on Form S-3 on file with the SEC, which
provides us flexibility and optionality to raise capital, including pursuant to a Purchase Agreement with Lincoln Park Capital or a
future at-the-market offering, but there can be no assurance that capital will continue to be available to us on acceptable terms,
won't be limited, or be available at all. To the extent that we raise additional capital through the sale of equity or
convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these
securities may include liquidation or other preferences that adversely affect the rights of our common stockholders.

 Cash
Flows

 The
following table sets forth our sources and uses of cash and cash equivalents for the years ended December 31, 2023 and 2022:

 For the Year Ended December 31,

 2023

 2022

 Net cash (used in) provided by:

 Operating activities

 $
 (8,063,346
)

 $
 (9,605,143
)

 Investing activities

 (2,776
)

 -

 Financing activities

 6,268,724

 (388,843
)

 Net decrease in cash and cash equivalents

 $
 (1,797,398
)

 $
 (9,993,986
)

 Net
cash used in operating activities

 We
used net cash in our operating activities of $8,063,346 and $9,605,143 during the years ended December 31, 2023 and 2022, respectively.
As we continue our clinical trial for NGC-Cap and evaluate the other NGC drugs in our portfolio, we anticipate our research and development
efforts and ongoing general and administrative costs will continue to generate negative cash flows from operating activities for the
foreseeable future. Until we begin our Phase 2 clinical trial for NGC-Cap, we anticipate clinical trial costs will decrease when compared
to prior periods since we are only conducting one clinical trial for NGC-Cap.

 At
December 31, 2023, our prepaid expense and other consisted primarily of $570,000 for advanced payments we made to our NGC-Cap CRO
that have not yet been applied to our clinical trial and $212,000 in various insurance policies, such as directors' and
officers' insurance and product liability insurance for conducting our clinical trials. Our prepaid expense and other at
December 31, 2022 also included an additional $394,000 for advanced payments made to CROs for our PCS499 and PCS12852 clinical
trials; an unamortized non-cash commitment fee we paid to Lincoln Park of approximately $334,000; and unamortized ATM offering
related costs of $186,000.

 Net
cash used in investing activities

 We
used net cash in our investing activities of $2,776 during year ended December 31, 2023 to purchase property and equipment. We did not
have a similar expense during the same period in 2022.

 Net
cash provided by (used in) financing activities

the year ended December 31, 2023, we raised net proceeds of $6.4 million from the sale of 421,611 shares of our common stock and
used $31,000 in legal expenses related to our January 2024 raise and $53,000 for the settlement of a stock award. During the year ended December 31, 2022, we used net cash in
financing activities of $300,000 to purchase 5,000 shares of our common stock from a licensee in early 2022 and $89,000 to pay
income taxes owed on vested stock-based compensation.

 Contractual
Obligations and Commitments

 The
following table summarizes our contractual obligations at December 31, 2023:

 Payments Due by Period

 Less than

 1-3

 3-5

 More than

 Total

 1 Year

 Years

 Years

 5 Years

 Operating lease obligations

 $
 160,737

 $
 90,697

 $
 70,040

 $
 -

 $
 -

 Total

 $
 160,737

 $
 90,697

 $
 70,040

 $
 -

 $
 -

 We
enter into contracts in the normal course of business with CROs, clinical supply manufacturers and vendors for pre-clinical studies,
research supplies and other services and products for operating purposes. These contracts generally provide for termination after a notice
period, and, therefore, are cancelable contracts and not included in the table above.

 We
have also entered into license and collaboration agreements with third parties, which are in the normal course of business. We have not
included future payments under these agreements in the table above since obligations under these agreements are contingent upon future
events such as our achievement of specified development, regulatory, and commercial milestones, or royalties on net product sales.

 Off
Balance Sheet Arrangements

the periods presented we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules.

 Critical
Accounting Policies and Use of Estimates

 Our
management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial
statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent
assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses and
stock-based compensation. We base our estimates on historical experience, known trends and events, and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.

 We
believe the following accounting policies and estimates are most critical to aid in understanding and evaluating our financial results
reported in our consolidated financial statements.

 Impairment
of PCS499 In-process Research and Development Asset

 In
February 2023, we suspended further enrollment in our PCS499 trial for uNL due to difficulties we encountered in enrolling the trial,
along with our limited resources. In May 2021, we enrolled our first patient in our Phase 2B trial for the treatment of ulcerative NL
with PCS499. Although we initiated a number of recruitment programs to increase the enrollment of patients in this study, we were only
able to recruit four patients by December 31, 2022. We experienced extremely slow enrollment in the study given the extreme rarity of
the condition (rarer than reported in the literature), the impact of COVID-19, and the reluctance of patients to be in a clinical study.
We completed the study for those currently enrolled and halted further efforts to enroll new patients. As a result, we recognized a non-cash
expense of $7.3 million as of December 31, 2022 related to the impairment of the intangible asset for PCS499. We originally recognized
this intangible asset in conjunction with its acquisition from CoNCERT Pharmaceuticals, Inc. in 2018.

Trial Accruals / Research and Development

 As
part of the process of preparing our consolidated financial statements, we are required to estimate expenses resulting from our obligations
under contracts with vendors, CROs and consultants and under clinical site agreements related to conducting our clinical trials. The
financial terms of these contracts vary and may result in payment flows that do not match the period over which materials or services
are provided under such contracts.

 Our
clinical trial accruals are based on estimates of patient enrollment and related costs at clinical investigator sites as well as estimates
for the services received and efforts expended pursuant to contracts with multiple research institutions and CROs that conduct and manage
clinical trials on our behalf. During a clinical trial, we will adjust the clinical expense recognition if actual results differ from
estimates. We make estimates of accrued expenses as of each balance sheet date based on the facts and circumstances known at that time.
Our clinical trial accruals are partially dependent on the accurate reporting by the CRO and other third-party vendors. Although we do
not expect estimates to differ materially from actual amounts, our understanding of the status and timing of services performed relative
to the actual status and timing of services performed may vary and may result in reporting amounts that may be too high or too low for
any reporting period.

 Payments
made to third parties under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until
the services are rendered. We expense research and development costs as they are incurred.

 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. We expense stock-based compensation over the requisite service period based on the estimated grant-date fair value
of the awards. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period
for each separately vesting portion of the award. No expense is recognized for stock-based awards with performance-vesting conditions
until management believes it is probable the performance-vesting condition will be met. We value restricted stock awards (RSAs) and restricted
stock units (RSUs) based on the closing share price on the date of grant. We estimate the fair value of stock option and warrant grants
using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent
management's best estimates and involve inherent uncertainties and the application of management's judgment. We account for
forfeitures in the period in which they occur, rather than estimate expected forfeitures.

 See
Note 3 – Stock-Based Compensation for information concerning certain of the specific assumptions we used in applying the
Black-Scholes option pricing model to determine the estimated fair value of warrants granted during the year ended December 31, 2023.

 All
stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements
of operations based upon the underlying individual's or entity's role.

 Income
Taxes

 We account for income taxes in
accordance with ASC Topic 740, Income Taxes. Deferred income taxes are recorded for the expected tax consequences of temporary
differences between the basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes.
We have recorded a valuation allowance equal to the full recorded amount of our net deferred tax assets since it was more-likely-than-not
that benefits from our deferred tax assets would not be realized. The valuation allowance is reviewed quarterly and is maintained until
sufficient positive evidence exists to support its reversal. As part of an evaluation of our tax attributes in 2022, we recharacterized
approximately $7.4 million of startup costs previously capitalized as an IRC Section 195 asset as net operating losses. The recharacterization
has no impact on total deferred tax assets since we had previously and will continue to provide a full valuation allowance on our unutilized
net deferred tax assets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the year in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred
tax assets and liabilities is recognized in income in the period such changes are enacted. No income tax benefit or expense was recorded
for any periods presented nor is expected in the foreseeable future since we expect to generate future taxable net operating losses.

 We
recognize the impact of an uncertain tax position if the position will more likely than not be sustained upon examination by a taxing
authority, based on the technical merits of the position. Our policy is to record interest and penalties related to income taxes as part
of its income tax provision. At December 31, 2023, we had no unrecognized tax benefits and as such, no liability, interest or penalties
were required to be recorded. We do not expect this to change significantly in the next twelve months.

 Recently
Issued Accounting Pronouncements

 See
Note 2 of our consolidated financial statements for new accounting pronouncements or changes to the recent accounting pronouncements
during the year ended December 31, 2023.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 Item
7A is not applicable to us as a smaller reporting company and has been omitted.

 Item
8. Financial Statements and Supplementary Data

TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB: 6143)

 Financial Statements

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Stockholders' Equity (Deficit)

 Consolidated Statements of Cash Flows

 Notes to the Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Processa Pharmaceuticals, Inc. (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows, for the years then
ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,
and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted
in the United States of America.

 The
Company's Ability to Continue as a Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has stated that substantial doubt
exists about the Company's ability to continue as a going concern. Management's evaluation of the events and conditions and
management's plans regarding these matters are described in Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involve our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the account or
disclosures to which they relate.

 Going
Concern

 As
discussed in Note 1 to the consolidated financial statements, the Company has determined that there is substantial doubt about its ability
to continue as a going concern.

 We
identified the going concern as a critical audit matter due to the difficulty the Company experienced raising funds. Additionally, it
has no source of cash beyond equity and debt financing.

 Equity
Related Matters

 As
discussed in Notes 2, 3, 4 and 5 to the consolidated financial statements, the Company has substantial equity activity, including financing
transactions and stock compensation. The volume and complexity of the activity have resulted in a complex earnings per share calculation.

 We
identified equity as a critical audit matter due to the materiality of the transactions as well as the complexity of the related calculations.
To test the completeness and accuracy of the transactions, we read all relevant agreements and tested management's calculations.

 /s/
 BD & Company, Inc.

 Owings
Mills, MD

 March

 We
have served as the Company's auditor since 2017.

 F- 2

Balance Sheets

 December 31, 2023

 December 31, 2022

 ASSETS

 Current Assets

 Cash and cash equivalents

 $
 4,706,197

 $
 6,503,595

 Prepaid expenses and other

 926,300

 1,883,134

 Total Current Assets

 5,632,497

 8,386,729

 Property and Equipment, net

 2,554

 -

 Other Assets

 Operating lease right-of-use assets, net

 146,057

 227,587

 Other

 5,535

 5,535

 Total Other Assets

 151,592

 233,122

 Total Assets

 $
 5,786,643

 $
 8,619,851

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities

 Current maturities of operating lease liability

 $
 83,649

 $
 78,896

 Accounts payable

 311,617

 327,548

 Due to licensor

 189,000

 189,000

 Due to related parties

 Accrued expenses

 146,274

 403,061

 Total Current Liabilities

 730,579

 998,556

 Non-current Liabilities

 Non-current operating lease liability

 66,905

 150,554

 Total Liabilities

 797,484

 1,149,110

 Commitments and Contingencies

 -

 -

 Stockholders' Equity

 Common stock, par value $ 0.0001, 100,000,000 shares authorized; 1,291,000 issued and 1,286,000 outstanding at December 31, 2023 and 806,774 issued and 801,774 outstanding at December 31, 2022

 Additional paid-in capital

 80,658,111

 72,018,222

 Treasury stock

)

)

 Accumulated deficit

 ( 75,369,081
)

 ( 64,247,561
)

 Total Stockholders' Equity

 4,989,159

 7,470,741

 Total Liabilities and Stockholders' Equity

 $
 5,786,643

 $
 8,619,851

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

Statements of Operations

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Operating Expenses

 Research and development expenses

 $
 5,799,518

 $
 11,494,230

 General and administrative expenses

 5,657,543

 8,763,058

 Impairment of intangible asset

 -

 7,268,143

 Operating Loss

 ( 11,457,061
)

 ( 27,525,431
)

 Other Income (Expense)

 Interest income, net

 335,541

 101,202

 Net Operating Loss Before Income Tax Benefit

)

)

 Income Tax Benefit

 -

 -

 Net Loss

 $
)

 $
)

 Net Loss Per Common Share - Basic and Diluted

 $
 ( 8.48
)

 $
 ( 34.05
)

 Weighted Average Common Shares Used to Compute

 Net Loss Per Common Shares - Basic and Diluted

 1,311,572

 805,477

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

Statements of Changes in Stockholders' Equity

 Years
Ended December 31, 2023 and 2022

 Shares

 Amount

 Capital

 Shares

 Amount

 Deficit

 Total

 Additional

 Common Stock

 Paid-In

 Treasury Stock

 Accumulated

 Shares

 Amount

 Capital

 Shares

 Amount

 Deficit

 Total

 Balance at January 1, 2022

 785,512

 $

 $
 62,308,353

 $
 -

 $
 -

 $
 ( 36,823,332
)

 $
 25,485,100

 Acquisition of treasury stock

 -

 -

 -

)

)

 -

)

 Stock-based compensation

 11,890

 8,948,712

 -

 -

 -

 8,948,713

 Shares issued in connection with the Purchase Agreement with Lincoln Park

 6,181

 449,999

 -

 -

 -

 450,000

 Shares issued in connection with license agreement

 5,000

 -

 400,000

 -

 -

 -

 400,000

 Shares withheld to pay income taxes on stock-based compensation

 ( 1,809
)

 ( 1
)

 ( 88,842
)

 -

 -

 -

 ( 88,843
)

 Net loss

 -

 -

 -

 -

 -

)

)

 Balance, January 1, 2023

 806,774

 72,018,222

)

)

 ( 64,247,561
)

 7,470,741

 Balance

 806,774

 72,018,222

)

)

 ( 64,247,561
)

 7,470,741

 Stock-based compensation

 6,945

 1,060,338

 -

 -

 -

 1,060,339

 Shares issued in connection with capital raises, net of transaction costs

 421,611

 6,352,035

 -

 -

 -

 6,352,077

 Warrant granted in connection with a consulting agreement

 -

 -

 1,310,875

 -

 -

 -

 1,310,875

 Settlement of stock award

 -

 -

 ( 52,746
)

 -

 -

 -

 ( 52,746
)

 Other

 55,670

 ( 30,613
)

 -

 -

 -

 ( 30,607
)

 Net loss

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2023

 1,291,000

 $

 $
 80,658,111

)

 $
)

 $
 ( 75,369,081
)

 $
 4,989,159

 Balance

 1,291,000

 $

 $
 80,658,111

)

 $
)

 $
 ( 75,369,081
)

 $
 4,989,159

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

Statements of Cash Flows

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Cash Flows From Operating Activities

 Net Loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation

 -

 Non-cash lease expense for right-of-use assets

 81,530

 85,518

 Non-cash milestone expense in connection with license agreement

 -

 189,000

 Amortization of debt issuance costs

 -

 115,613

 Amortization of intangible asset

 -

 788,495

 Impairment of intangible asset

 -

 7,268,143

 Stock-based compensation

 1,060,339

 8,828,713

 Warrants issued to purchase 158,007 shares of common stock

 1,310,875

 -

 Net changes in operating assets and liabilities:

 Prepaid expenses and other

 956,834

 210,549

 Operating lease liability

 ( 78,896
)

 ( 87,937
)

 Accounts payable

 ( 15,931
)

 108,643

 Due (from) to related parties

 ( 12
)

 ( 1,721
)

 Other receivables

 -

 70,274

 Accrued expenses

 ( 256,787
)

 243,796
)

 Net cash (used in) operating activities

 ( 8,063,346
)

 ( 9,605,143
)

 Cash Flows From Investing Activities

 Purchase of property and equipment

 ( 2,776
)

 -

 Net cash (used in) provided by investing activities

 ( 2,776
)

 -

 Cash Flows From Financing Activities

 Net proceeds from issuance of stock

 6,321,470

 -

 Shares withheld to pay taxes on stock-based compensation

 -

 ( 88,843
)

 Settlement of stock award

 ( 52,746
)

 -

 Acquisition of treasury stock

 -

)

 Net cash (used in) provided by financing activities

 6,268,724

 ( 388,843
)

 Net (Decrease) Increase in Cash and Cash Equivalents

 ( 1,797,398
)

 ( 9,993,986

 Cash and Cash Equivalents - Beginning of Year

 6,503,595

 16,497,581

 Cash and Cash Equivalents - End of Year

 $
 4,706,197

 $
 6,503,595

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

Statements of Cash Flows (continued)

 Years Ended December 31,

 2023

 2022

 Supplemental Cash Flow Information:

 Cash paid for interest

 $
 -

 $
 -

 Cash paid for income taxes

 -

 -

 Non-Cash Financing Activities

 Issuance of 880 shares of common stock in satisfaction of accrued director fees

 $
 -

 $
 120,000

 Issuance of 5,000 shares of common stock in connection with a licensing agreement which had previously been recorded as a due to licensor

 $
 -

 $
 400,000

 Issuance of 6,181 shares of common stock in connection with the Purchase Agreement with Lincoln Park

 $
 -

 $
 450,000

 -

 Right-of-use asset obtained in exchange for operating lease liability

 $
 -

 $
 ( 238,924
)

 Operating lease liability

 -

 238,924

 Net

 $
 -

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 7

 Notes
to Consolidated Financial Statements

 Note
1 – Organization

 Organization

 We
are a clinical-stage biopharmaceutical company focused on incorporating our Regulatory Science Approach into the development of our Next
Generation Chemotherapy (NGC) drugs to improve the safety and efficacy of cancer treatment. Our NGC drugs are modifications of existing
FDA-approved oncology drugs resulting in an alteration of the metabolism and/or distribution while maintaining the well-known and established
existing mechanisms of killing the cancer cells. By modifying the NGC drugs in this manner, we believe our three NGC treatments will
provide improved safety-efficacy profiles when compared to their currently marketed counterparts.

 On
January 22, 2024, we filed a Certificate of Amendment to our Certificate of Incorporation, as amended with the Secretary of State of
Delaware that effected a 1-for-20
reverse stock split of our common stock, par value $ 0.0001
per share (the "Reverse Stock Split"). Pursuant to the Certificate of Amendment, our issued common stock decreased from 24,706,474
shares to 1,291,000
shares and our outstanding common stock decreased from 24,606,474 to 1,286,000. The Reverse Stock Split did not affect our authorized common stock of 100,000,000
shares or our common stock par value. All shares of common stock, including common stock underlying warrants, stock options, and
restricted stock units, as well as exercise prices and per share information in these consolidated financial statements give
retroactive effect to the Reverse Stock Split.

 Liquidity

 Our
consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of operations, realization
of assets and the satisfaction of liabilities and commitments in the ordinary course of business. We have incurred losses since inception,
currently devoting substantially all of our efforts toward research and development of our next generation chemotherapy drug product
candidates, including conducting clinical trials and providing general and administrative support for these operations, and have an accumulated
deficit of $ 75.4 million at December 31, 2023. During the year ended December 31, 2023, we generated a net loss of $ 11.1 million and
used $ 8.1 million in net cash for operating activities from continuing operations. To date, none of our drug candidates have been approved
for sale, and therefore we have not generated any product revenue and do not expect positive cash flow from operations in the foreseeable
future.

 We
have financed our operations primarily through public equity issuances, including an offering we closed on January 30, 2024 where we
sold 476,000 shares of our common stock, pre-funded warrants to purchase up to 1,079,555 shares of our common stock, and warrants
for the purchase of up to 1,555,555 shares of our common stock for net proceeds of $ 6.3 million,
after deducting placement agent fees and offering-related expenses (see Note 13 for additional details). Simultaneously with the closing of the sale, the pre-funded warrants were
exercised in exchange for 1,079,555 shares of our common stock. We will continue to be
dependent upon equity and/or debt financing until we are able to generate positive cash flows from its
operations.

 At
December 31, 2023, we had cash and cash equivalents totaling $ 4.7
 million. Together with the $ 6.3
 million net proceeds we raised in January 2024,
and based on our current business plans, we believe these funds will satisfy our capital needs into early 2025. Our ability to execute our
longer-term operating plans, including future preclinical studies and clinical trials for our portfolio of drugs depend on our ability
to obtain additional funding from the sale of equity and/or debt securities, a strategic transaction or other funding transactions.

 We plan to raise additional funds in the future through a combination of
public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and
distribution arrangements, but will only do so if the terms are acceptable to us. If we are unable to obtain adequate financing when needed,
we may have to delay, reduce the scope of, or suspend our current or planned future clinical trial plans, or research and development
programs. This may also cause us to not meet obligations contained in certain of our license agreements and put these assets at risk.
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 or making capital expenditures. There can be no assurance that future funding will be available when needed.

 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 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
consolidated financial statements are available to be issued. 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.

 F- 8

 Note
2 – 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. Operating results for the year ended December 31, 2023 are not necessarily indicative of future results.

 Use
of Estimates

 In
preparing our 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, intangible assets, future milestone payments 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 maturing within three months
from the date of purchase as 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 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.

 F- 9

 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. Those that have
no alternative future uses (in research and development projects or otherwise), and therefore no separate economic value, are considered
research and development costs and are expensed as incurred. Amortization of intangibles used in research and development activities
is a research and development cost.

 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 flow. 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 and ASC 350, Intangibles
– Goodwill and Other, which require that long-lived assets and certain identifiable intangibles be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of an asset to its expected future undiscounted net cash flows
generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which
the carrying amounts of the assets exceed the fair value of the assets based on the present value of the expected future cash flows associated
with the use of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
Based on management's evaluation, we recorded an impairment loss of $ 7.3
 million during the year ended December 31, 2022
(see Note 8).

 Fair
Value Measurements and Disclosure

 We
apply ASC 820, Fair Value Measurements and Disclosures, which expands disclosures for assets and liabilities that are measured
and reported at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received
upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants.

 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 can 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
using 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.

 F- 10

 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

 We
measure compensation expense for stock options and other stock awards in accordance with ASC 718, Compensation—Stock Compensation.
Stock-based compensation is measured at fair value on grant date and recognized as compensation expense over the requisite service period.
Generally, we issue stock options and other stock awards with service-based and/or performance-based vesting conditions. For awards with
only service-based vesting conditions, we record compensation cost for these awards using the straight-line method over the service period.
For awards that contain performance vesting conditions,
we do not recognize compensation expense until achieving the performance condition is probable. We estimate the fair value of stock option
and warrant grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based
awards represent management's best estimates and involve inherent uncertainties and the application of management's judgment.
We value restricted stock awards (RSAs) and restricted stock units (RSUs) based on the closing share price of our common stock on the
date of grant. Stock-based compensation costs are recorded as general and administrative or research and development costs in the statements
of operations based upon the underlying individual's or entity's role.

 Estimates
of fair value are not intended to predict actual future events or the value ultimately realized by employees or consultants who receive
these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value. We account for
forfeitures in the period in which they occur, rather than estimate expected forfeitures.

 Net
Loss Per Share

 Basic
net loss per share is computed by dividing net loss by the weighted average common stock outstanding (which excludes unvested RSAs) and vested, but unissued RSUs. Diluted loss per share is computed by dividing our net loss available to common
shareholders by the diluted weighted average number of shares of common stock outstanding during the period. Since we have 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, 2023 and 2022 excludes the impact of potentially dilutive common shares related to outstanding stock options,
unvested restricted stock awards (RSAs), unvested RSUs and purchase warrants.

 Our
diluted net loss per share for the years ended December 31, 2023 and 2022 excluded 296,326 and 128,943 of potentially dilutive common
shares, respectively, related to outstanding stock options, unvested RSAs, unvested RSUs and warrants since those shares would have had
an anti-dilutive effect on loss per share during the years then ended.

 F- 11

 Segments

 We
operate in one segment. Management uses one measurement of profitability and does not segregate its business for internal reporting.
Our assets are all located within the United States.

 Fair
Value of Financial Instruments

 The
carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value because of the short-term
maturity of these instruments.

 Research
and development

 Research
and development costs are expensed as incurred and consist of direct and overhead-related expenses related primarily to clinical trials,
including development personnel salaries and related costs. Research and development costs totaled $ 5,799,518 and $ 11,494,230 for the
years ended December 31, 2023 and 2022, respectively. Expenditures to acquire technologies, including licenses, which are utilized in
research and development and that have no alternative future use are expensed as the acquisition of in-process research and development
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,
2023 and 2022.

 Income
Taxes

 We
account for income taxes in accordance with ASC Topic 740, Income Taxes. Deferred income taxes are recorded for the expected tax
consequences of temporary differences between the basis of assets and liabilities for financial reporting purposes and amounts recognized
for income tax purposes. As of December 31, 2023 and 2022, we recorded a valuation allowance equal to the full recorded amount of our
net deferred tax assets since it is more-likely-than-not that benefits from our deferred tax assets will not be realized. The valuation
allowance is reviewed quarterly and is maintained until sufficient positive evidence exists to support its reversal. As part of an evaluation
of our tax attributes in 2022, we recharacterized approximately $ 7.4 million of startup costs previously capitalized as an IRC Section
195 asset as net operating losses. The recharacterization has no impact on total deferred tax assets since we had previously and will
continue to provide a full valuation allowance on our unutilized net deferred tax assets.

 We
recognize the impact of an uncertain tax position if the position will more likely than not be sustained upon examination by a taxing
authority, based on the technical merits of the position. Our policy is to record interest and penalties related to income taxes as part
of its income tax provision. As of December 31, 2023, we had no unrecognized tax benefits and as such, no liability, interest or penalties
were required to be recorded. We do not expect this to change significantly in the next twelve months.

 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 financial statements. We have considered
all recent accounting pronouncements issued since the last audit of our consolidated financial statements. We believe that these recent
pronouncements will not have a material effect on our consolidated financial statements.

 F- 12

 Note
3 - Stock-based Compensation

 T he
Processa Pharmaceuticals Inc. 2019 Omnibus Equity Incentive Plan (the "2019 Plan") allows us to make grants of stock options,
restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants and directors.
The 2019 Plan originally provided for the aggregate issuance of 150,000 shares of our common stock. On July 11, 2022, our shareholders
approved an increase in the aggregate number of shares of our common stock available for issuance under our 2019 plan by 150,000 shares
to 300,000 shares in total. As of December 31, 2023, 27,326 shares were available for future grants.

 Stock
Compensation Expense

 We
recorded stock-based compensation expense for the years ended December 31, 2023 and 2022 as follows:

 Schedule of Stock-based Compensation Expense

 2023

 2022

 Year Ended
 December 31,

 2023

 2022

 Research and development

 $
 363,956

 $
 2,895,653

 General and administrative

 2,007,258

 5,933,060

 Total

 $
 2,371,214

 $
 8,828,713

 No
tax benefits were attributed to the stock-based compensation expense because a valuation allowance was maintained for all net deferred
tax assets relating to this expense.

 Stock
Options

 The
following table summarizes our stock option activity during the years ended December 31, 2022 and 2023:

 Schedule
of Stock Option Activity

 Total options Outstanding

 Weighted average exercise price

 Weighted average remaining contractual life (in years)

 Outstanding as of January 1, 2022

 8,943

 $
 341.34

 Options granted

 -

 -

 Outstanding as of December 31, 2022

 8,943

 341.34

 2.6

 Options granted

 -

 Forfeited or expired

 ( 1,951
)

 257.28

 Outstanding and exercisable as of December 31, 2023

 6,992

 $
 364.72

 2.1

 No
forfeiture rate was applied to these stock options. The aggregate intrinsic value of outstanding options, all of which are exercisable,
was $ 0 at both December 31, 2023 and 2022. No
 stock options were exercised during the years
ended December 31, 2023 or 2022 and there is no unamortized expense at either December 31, 2023 or 2022 since the options are fully vested.

 Restricted
Stock Awards

 The
following table summarizes our restricted stock award (RSA) activity during the years ended December 31, 2022 and 2023:

 Schedule
of Restricted Stock Awards ("RSAs") Activity

 Number of
 shares

 Weighted-
 average
 grant-date fair
 value per share

 Unvested as of January 1, 2022

 4,555

 $
 157.81

 9,358

 74.27

 ( 1,676
)

 110.62

 Vested and issued

 ( 9,142
)

 100.88

 Unvested as of December 31, 2022

 3,095

 94.44

 10,750

 14.59

 ( 1,250
)

 133.00

 Cancelled

 ( 2,555
)

 22.13

 Vested and issued

 ( 8,790
)

 24.44

 Unvested as of December 31, 2023

 1,250

 $
 9.26

 F- 13

 As
of December 31, 2023, unrecognized stock-based compensation expense for RSAs of $ 5,825 is expected to be fully recognized in 2024.

 On
January 1, 2023, we granted RSAs totaling 4,500 shares of common stock to three directors for their service for the six-month period
ending June 30, 2023 to align their compensation plan with their service period and changed the annual service period to begin and end
on the date of respective Annual Meetings rather than the calendar year. Our directors are compensated through a combination of cash
and equity. On March 8, 2023, the directors increased the cash component and decreased the equity component of their compensation by
equal amounts on a retroactive basis, to the beginning of their respective service periods. Accordingly, we cancelled RSAs representing
 1,305 shares of previously issued, but unvested common stock.

 On
July 14, 2023, we granted RSAs totaling 6,250 shares of common stock to a consultant (of which 3,750 vested and were issued as of December
31, 2023) for services to be provided through March 18, 2024. RSAs for up to 2,500 shares of common stock are subject to regaining Nasdaq
compliance, with RSAs for only 1,250 shares of common stock vesting if we regain Nasdaq compliance through a reverse stock split. Because
we effected a reverse stock-split on January 22, 2024 (which we have retroactively applied to all share counts reported in this Annual
Report on Form 10-K) and regained Nasdaq compliance on February 2, 2024. Effective December 31, 2023, we cancelled the RSAs for 1,250
shares of common stock that will not vest. On August 31, 2023, in connection with the resignation of our Chief Operating Officer, unvested
RSAs representing 1,250 shares of common stock were forfeited and we reversed previously recognized expense of $ 72,733.

 Restricted
Stock Units

 The
following table summarizes our restricted stock unit (RSU) activity during the years ended December 31, 2022 and 2023:

 Schedule
of Restricted Stock Units ("RSUs") Activity

 Number of
 shares

 Weighted-
 average
 grant-date fair
 value per share

 Outstanding at January 1, 2022

 22,008

 $
 155.29

 121,439

 61.50

 ( 3,431
)

 101.73

 Cancelled

 ( 1,876
)

 171.58

 Issued

 ( 2,399
)

 79.07

 Outstanding at December 31, 2022

 135,741

 73.81

 116,078

 14.18

 ( 12,296
)

 21.69

 Cancelled

 ( 16,801
)

 71.36

 Outstanding at December 31, 2023

 222,722

 45.82

 Vested and unissued

 ( 115,145
)

 71.90

 Unvested at December 31, 2023

 107,577

 $
 17.90

 As
of December 31, 2023, unrecognized stock-based compensation expense for RSUs of $ 839,121 is expected to be fully recognized over a weighted
average period of 1.49 years. The unrecognized expense excludes $ 442,024 related to certain
RSUs with a performance milestone that is not currently probable of occurring.

 F- 14

the year ended December 31, 2023, we granted RSUs related to the future issuance of 76,078 shares of our common stock to employees and
directors, which have service vesting requirements. On
August 8, 2023, we also granted RSUs related to the future issuance of 40,000 shares of our common stock as part of the compensation
package to our new Chief Executive Officer, George Ng. Vesting for 20,000 RSUs occurs ratably over a three-year period. The remaining
 20,000 RSUs will vest upon the achievement of certain performance metrics, with the first 10,000 performance-based RSUs vesting when
gross proceeds of $ 10,000,000 is raised, and the second 10,000 performance-based RSUs vesting when additional gross proceeds of $ 10,000,000
is raised.

 Holders
of our vested RSUs will be issued shares of our common stock upon the satisfaction of the distribution restrictions contained in their
Restricted Stock Unit Award Agreement. The distribution restrictions are typically different (longer) than the vesting schedule, imposing
an additional restriction on the holder. Unlike RSAs, while employees may hold fully vested RSUs, the individual does not hold any shares
or have any rights of a shareholder until the distribution restrictions are met. Upon distribution to the employee, each RSU converts
into one share of our common stock. The RSUs contain dividend equivalent rights.

 On January 1, 2024, we granted RSUs totaling $ 1.3 million, contingent upon
receiving shareholder approval to increase the number of shares available under our 2019 Omnibus Incentive Plan ("Incentive Plan"),
which we plan to obtain in June 2024. The number of shares to be issued under the RSUs will be based on the greater of: (i) $ 30.00 per
share or (ii) the closing price per share on the day we receive shareholder approval to increase the number of shares available under
the Incentive Plan. We will grant a maximum of 42,149 shares under these RSU grants.

 Warrants

 The
following table summarizes our warrant activity during the years ended December 31, 2022 and 2023.

 Schedule of Warrants Activity

 Total warrants outstanding

 Weighted average exercise price

 Weighted average remaining contractual life (in years)

 Outstanding as of January 1, 2022

 15,190

 $
 213.22

 Expired

 ( 907
)

 343.28

 Outstanding as of December 31, 2022

 14,283

 205.01

 0.9

 173,007

 19.27

 Expired

 ( 6,783
)

 266.96

 Not exercisable

 ( 7,500

)

 7.40

 Outstanding and exercisable as of December 31, 2023

 173,007

 $
 25.41

 2.2

 In
February 2023, we amended our financial consulting agreement with Spartan by extending the term until February 10, 2024. We
compensated Spartan for financial consulting services provided under the amendment by granting warrants to purchase 158,007
shares of our common stock on April 17, 2023, with an exercise price of $ 20.40.
The warrants expire on April
17, 2026, and contain both call and cashless exercise provision. We also granted warrants to purchase 15,000
shares of our common stock to a consultant on November 18, 2023, of which warrants to purchase 7,500 shares of our common stock were
exercisable, with an exercise price of $ 7.40.
These warrants expire on November
18, 2025.

 We
used the Black-Scholes option pricing model to calculate the grant date fair value of the two warrants with the following assumptions:

 Schedule
of Stock Option Warrant Valuation Assumption

 Average risk-free rate of interest

 4.32 - 4.88
 %

 Expected term (years)

 2.00 – 3.00

 Expected stock price volatility

 82.85 - 108.47
 %

 Dividend yield

 %

 F- 15

 Note
4 – Stockholders' Equity

 Preferred
Stock

 There
were no issued or outstanding shares of preferred stock at December 31, 2023 or 2022.

 Common
Stock

 Increase
in Our Authorized Number of Shares

 Subsequent
to receiving shareholder approval on June 27, 2023, we amended our Certificate of Incorporation to increase the number of authorized
shares of our common stock from 50,000,000 to 100,000,000. We believe 100,000,000 authorized shares of common stock better aligns our
capital structure with our future needs and have shown this retroactively in the consolidated financial statements.

 Financings

the year ended December 31, 2023, we issued 421,611 shares of our common stock through several fundraising efforts described below:

 ATM Offering – On February 5, 2023, in connection
with our Registered Direct Offering discussed below, we terminated our ATM and suspended the Sales Agreement with Oppenheimer & Co.
Inc., but we may reinstate it in the future. During the year ended December 31, 2023, we sold 28,483
 shares at an average price of $ 24.40
 per share for aggregate gross proceeds of $ 693,000
 (net proceeds of $ 672,000)
prior to deducting sales commissions.

 Lincoln Park Capital Fund, LLC
Purchase Agreement – During
the year ended December 31, 2023, we sold 2,500
 shares at an
average price of $ 21.60
 per share for aggregate
gross proceeds of $ 54,000
 under the purchase agreement
with Lincoln Park.

 Registered Direct Offering –
 On February 14, 2023, we closed a registered direct offering (the "Offering") for the sale of 390,628
 shares of common stock
at a purchase price of $ 16.00
 per share for gross
proceeds of $ 6.3
 million (net proceeds
of $ 5.6
 million).

 We
paid the placement agent, Spartan Capital Securities, LLC, ("Spartan") a cash fee of 8.0 % of the gross proceeds from the
Offering, excluding proceeds received from our insiders, and reimbursed Spartan for legal fees of $ 60,000. The engagement agreement with
Spartan required us to indemnify Spartan and certain of its affiliates against certain customary liabilities. On February 14, 2023, we
amended the consulting agreement with Spartan originally entered into on August 24, 2022, extending the term of the consulting agreement
until February 10, 2024. As compensation for services under the agreement, on April 17, 2023, we granted Spartan warrants to purchase
 158,007 shares of our common stock with an exercise price of $ 20.40. The warrants will expire April 17, 2026 and contain both call and
cashless exercise provisions.

the year ended December 31, 2022, we had the following activity:

 On
March 23, 2022, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has committed to purchase shares of our common stock, subject to the terms and conditions in the Purchase Agreement. We issued 6,181
 shares of common stock
(valued at $ 450,000)
to Lincoln Park as a commitment fee in connection with entering into the Purchase Agreement and agreed to reimburse Lincoln Park $ 25,000
 for fees incurred in
connection with the Purchase Agreement. Concurrent with entering into the Purchase Agreement, we also entered into a registration rights
agreement with Lincoln Park (the "Registration Rights Agreement"), pursuant to which we agreed to take certain actions relating
to the registration under the Securities Act of 1933, as amended, of the offer and sale of the shares of common stock available for issuance
under the Purchase Agreement.

 F- 16

 We
have the right to present Lincoln Park with a purchase notice (a "Regular Purchase Notice"), directing Lincoln Park to
purchase up to 1,250
shares of our common stock (the "Regular Purchase Amount") provided that the closing sale price of the common stock on
the purchase date is not below a threshold price of $ 1.00,
set forth in the Purchase Agreement (a "Regular Purchase"). The Regular Purchase Amount may be increased to up to 3,750
shares if the closing sale price of our common stock on the applicable purchase date equals or exceeds certain higher threshold
prices set forth in the Purchase Agreement. If the share price of the Regular Purchase Amount is less than $ 120.00
per share of common stock, we can sell additional shares (defined in the Purchase Agreement as the "Alternate Adjusted Regular
Purchase Share Limit") up to $ 150,000,
subject to the Exchange Cap limitation (defined below). We and Lincoln Park may mutually agree to increase the Regular Purchase
Amount with respect to any Regular Purchase under the Purchase Agreement, provided that Lincoln Park's maximum committed
purchase obligation under any single Regular Purchase shall not exceed $ 1,250,000.
The above-referenced share amount limitations and closing sale price thresholds are subject to adjustment for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase
Agreement. The purchase price per share for each Regular Purchase will be based on prevailing market prices of the common stock
immediately preceding the time of sale as computed in accordance with the terms set forth in the Purchase Agreement. There are no
upper limits on the price per share that Lincoln Park must pay for shares of common stock under the Purchase Agreement. Lincoln Park
may not assign or transfer its rights and obligations under the Purchase Agreement.

 The
aggregate number of shares that we can issue to Lincoln Park under the Purchase Agreement may not exceed 157,122
shares (subject to proportional adjustments for stock splits, reverse stock splits and similar events as described above), which is
equal to 19.99 %
of the outstanding shares of common stock immediately prior to the execution of the Purchase Agreement (the "Exchange
Cap"), unless (i) stockholder approval is obtained to issue shares of common stock in excess of the Exchange Cap, in which
case the Exchange Cap will no longer apply, or (ii) the average price of all sales of shares of our common stock to Lincoln Park
under the Purchase Agreement equals or exceeds the lower of (i) the Nasdaq official closing price immediately preceding the
execution of the Purchase Agreement or (ii) the arithmetic average of the five Nasdaq official closing prices for the common stock
immediately preceding the execution of the Purchase Agreement, plus an incremental amount to take into account the issuance of the
commitment shares to Lincoln Park under the Purchase Agreement, such that the transactions contemplated by the Purchase Agreement
are exempt from the Exchange Cap limitation under applicable Nasdaq rules. In all instances, we may not sell shares of our common
stock to Lincoln Park under the Purchase Agreement if it would result in Lincoln Park beneficially owning more than 9.99 %
of the outstanding shares of common stock.

 We
may terminate the Purchase Agreement at any time, at our sole discretion, without any cost or penalty, by giving one business day notice
to Lincoln Park to terminate the Purchase Agreement. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any
direct or indirect short selling or hedging of the common stock.

 There
are no limitations on use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on
our ability to enter into variable rate transactions described in the Purchase Agreement), rights of first refusal, participation rights,
penalties or liquidated damages in the Purchase Agreement. We may deliver Purchase Notices under the Purchase Agreement, subject to market
conditions, and in light of our capital needs from time to time and under the limitations contained in the Purchase Agreement. Any proceeds
that we receive under the Purchase Agreement are expected to be used for working capital and general corporate purposes.

 We
 issued 5,000 shares to Elion for the second milestone payment.

 Also,
 during the year ended December 31, 2022, 1,809 vested RSAs and RSUs were forfeited to pay federal, state and local income taxes and
 an additional 911 unvested RSAs were forfeited when one of our directors did not seek reelection.

 Treasury
Stock - Repurchase of Shares from Aposense, Ltd.

 On
March 29, 2022, we purchased 5,000 shares of our common stock from Aposense Ltd. for $ 300,000 in a private transaction and
are holding these shares as treasury stock until they are reissued or retired at the discretion of our Board of Directors.

 F- 17

 Note
5 – 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 (which excludes unvested RSAs) and
vested, but unissued RSUs. Diluted net loss per share is computed by dividing net loss by the diluted weighted average common stock outstanding, which
includes potentially dilutive effect of stock options, unvested RSAs, unvested RSUs and warrants. The treasury-stock method is used to
determine the dilutive effect of our stock options and warrants grants. Since we experienced a loss for both periods presented, basic
and diluted net loss per share are the same and, as they would have an anti-dilutive impact on diluted net loss per share, any dilutive
common shares outstanding were excluded from the computation shown below.

 The
computation of net loss per share for the year ended December 31, 2023 and 2022 was as follows:

 Schedule of Net Loss Per Share Basic and Diluted

 2023

 2022

 Basic and diluted net loss per share:

 Net loss available to common shareholders

 $
)

 $
)

 Weighted-average number of common shares-basic and diluted

 1,311,572

 805,477

 Basic and diluted net loss per share

 $
 ( 8.48
)

 $
 ( 34.05
)

 2023

 2022

 Weighted-average number of common shares outstanding – basic and diluted

 1,186,952

 786,461

 Weighted-average number of vested RSUs– basic and diluted

 124,619

 19,016

 Weighted-average number of common shares-basic and diluted

 1,311,572

 805,477

 As
described in Note 3, we issued various equity instruments during the years ended December 31, 2023 and 2022 which impact our EPS calculation.
All granted RSAs are considered issued and outstanding for purposes of our financial statements. Unvested RSAs are included as dilutive
securities, but are excluded from our denominator of basic EPS. At December 31, 2023 and 2022, 1,250 and 3,095 RSAs, respectively, were
not vested and were excluded from the EPS calculation. Vested RSUs are included in our computation of the weighted average shares for
basic EPS and unvested RSUs are included as dilutive securities. At December 31, 2023 and 2022, 107,577 and 102,623 unvested RSUs were
excluded from the EPS calculation.

 The
outstanding stock options, unvested RSAs, unvested RSUs and warrants to purchase common stock were excluded from the computation of diluted
net loss per share as their effect would have been anti-dilutive for the periods presented below:

 Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

 2023

 2022

 Stock options, unvested RSAs, unvested RSUs and purchase warrants

 296,326

 128,943

 Note
6 – 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. 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. We also lease office equipment under an operating lease. Our leases do not provide an
implicit rate and, as such, we have used our incremental borrowing rate of 8 % to determine the present value of the lease payments based
on the information available at the lease commencement date.

 Lease
costs included in our consolidated statements of operations totaled $ 97,000 for the years ended December 31, 2023 and 2022. The weighted
average remaining lease terms and discount rate for our operating leases at December 31, 2023 were as follows:

 Schedule of Weighted Average Remaining Lease Terms and Discount Rate for Operating Leases

 Remaining lease term (years) for our office lease

 1.8

 Remaining lease term (years) for our equipment lease

 0.3

 Weighted average remaining lease term (years) for our facility and equipment leases

 1.7

 Weighted average discount rate for our facility and equipment leases

 8.0
 %

 F- 18

 Annual
lease liabilities for all operating leases were as follows as of December 31, 2023:

 Schedule of Annual Lease Liabilities for all Operating Leases

 2024

 $
 92,389

 2025

 70,040

 Total lease payments

 162,429

 Less: Interest

 ( 11,875
)

 Present value of lease liabilities

 150,554

 Less: current maturities

 ( 83,649
)

 Non-current lease liability

 $
 66,905

 Note
7 – License Agreements

 Elion
Oncology, Inc.

 On
August 23, 2020, we entered into a condition precedent License Agreement with Elion Oncology ("Elion License
Agreement"), pursuant to which we acquired an exclusive license to develop, manufacture and commercialize PCS6422 globally. As
part of the Elion License Agreement, we agreed to issue to Elion 5,000 shares
of our common stock on each of the first and second anniversary dates of the Elion License Agreement. As additional
consideration, we will pay Elion development and regulatory milestone payments (a portion of which are payable in shares of our
common stock and a portion of which are payable in cash) upon the achievement of certain milestones, which include FDA or other
regulatory approval and dosing a patient. In addition, we must pay Elion 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 received with Elion based on any sub-license agreement we may enter.

 On
May 17, 2022, we amended the third Milestone Event of Section 6.4 of our License Agreement with Elion Oncology, Inc. changing the third
Milestone Event from "1 st Patient in Dose Confirmation Study" to (a) determination of the maximum tolerated dose
(MTD) or (b) determination of the recommended Phase 2 Dose. Prior to this amendment, the third milestone was not considered probable
since it was unknown when, or if a dose confirmation study was going to be conducted. As a result of the modification, we consider it
probable that the recommended Phase 2 dosage regimen could be determined in connection with our current Phase 1B trial for NGC-Cap. We
recorded an expense and related liability of $ 189,000 representing the value of the shares we anticipate issuing to Elion at the fair
value on the date of modification. No other terms or conditions of the License Agreement were modified. We determined the dosage for
our Phase 2 study on January 25, 2024 and issued 5,000 shares of our common stock for meeting this milestone.

 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 dosing a first patient with a product in a Phase 2 or 3 clinical trial within 48 months from when we
entered into the License Agreement. We are currently on track to dose our first patient in a Phase 2 clinical trial on or before October
2, 2024. Either party may terminate the agreement in the event of a material breach of the 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).

 Ocuphire
Pharma, Inc.

 On
June 16, 2021, we executed a License Agreement with Ocuphire Pharma, Inc. ("Ocuphire Agreement") under which we received
a license to research, develop and commercialize PCS3117 globally, excluding the Republic
of Singapore, China, Hong Kong, Macau and Taiwan. As consideration for the Ocuphire Agreement, we issued 2,235 shares
of our common stock to Ocuphire, a cash payment of $ 200,000 and
assumed $ 66,583 in
certain liabilities. Additional consideration includes future development and regulatory milestones payments to Ocuphire upon our
achievement of certain defined clinical milestones, such as dosing a patient in pivotal trials and receiving marketing authorization
by a regulatory authority in the United States or another country. In addition, we are required to pay Ocuphire one-time sales
milestone payments based on the achievement during a calendar year of the highest annual Net Sales for products made and pay
royalties based on annual Net Sales, as defined in the Ocuphire Agreement.

 F- 19

 We
are required to use commercially reasonable efforts, at our sole cost and expense to oversee such commercialization efforts, to research,
develop and commercialize products in one or more countries, including meeting specific diligence milestones that consist of: (i) first
patient administered drug in a Clinical Trial of a Product prior to June 16, 2024 and (ii) first patient administered drug in a Pivotal
Clinical Trial of a Product or first patient administered drug in a Clinical Trial for a Second Indication of a Product prior to June
16, 2026. We are currently in discussions with Ocuphire to extend these deadlines. Either party
may terminate the agreement in the event of a material breach of the agreement that has not been cured following written notice and a
120-day opportunity to cure such breach.

 Aposense,
Ltd.

 On
May 24, 2020, we entered into a condition precedent License Agreement with Aposense, Ltd. ("Aposense License Agreement"),
pursuant to which we were granted Aposense's patent rights and Know-How to develop and commercialize their next generation irinotecan
cancer drug, PCS11T. The Aposense License Agreement provides us with an exclusive worldwide license (excluding
China), to research, develop and commercialize products comprising or containing PCS11T. The license grant was conditioned on the following
being satisfied within nine months of May 24, 2020 (or the Aposense License 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 License Agreement.

 On
October 6, 2020, all conditions were satisfied, resulting in the addition of PCS11T to our portfolio, and we issued 31,250
 shares of our common stock to Aposense. 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 will 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 sales milestone payments or royalties we receive with Aposense based on any sub-license agreement we may enter.

 Yuhan
Corporation

 On
August 19, 2020, we entered into a License Agreement with Yuhan Corporation ("Yuhan License Agreement"), pursuant to
which we acquired an exclusive license to develop, manufacture and commercialize PCS12852 globally, excluding South Korea. As
consideration for the Yuhan License Agreement and related Share Issuance Agreement, we issued to Yuhan 25,000 shares
of common stock. As additional consideration, we will pay Yuhan development and regulatory milestone payments (a portion of which
are payable in shares of our common stock based on the volume weighted average trading price during the period prior to such
achievement and a portion of which are payable in cash) upon the achievement of certain milestones, based on a Yuhan affiliate
purchasing 37,500 shares
of common stock for $ 3,000,000 in
our October 2020 underwritten public offering. The milestones primarily consist of dosing a patient in pivotal trials or having a
drug indication approved by a regulatory authority in the United States or another country. In
addition, we must pay Yuhan 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 received with Yuhan based on any sub-license agreement we may enter.

 We
are required to use commercially reasonable efforts, at our sole cost and expense, in conjunction with a joint Processa-Yuhan Board to
oversee such commercialization efforts, to research, develop and commercialize products in one or more countries, including meeting specific
diligence milestones that consist of: (i) preparing a first draft of the product development plan within 90 days; (ii) requesting an
FDA pre-IND meeting for a product within 6 months; (iii) dosing a first patient in a Phase 2A clinical trial with a product within 24
months; and (iv) dosing a first patient with a product in a Phase 2B clinical trial, Phase 3 clinical trial or other pivotal clinical
trial with a product by August 19, 2024. Either party may terminate the agreement in the event of a material breach of the 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).

 F- 20

 CoNCERT

 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, $ 8.0
 million of our common stock that was held by
Promet ( 14,931
 shares), for the benefit of Processa in satisfaction
of the obligation due for the exclusive license for PCS499 acquired by us. 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 $ 8.0
 million and an offsetting increase in additional
paid-in capital resulting from the exchange. We fully impaired the intangible asset in 2022.

 We
are required to pay CoNCERT royalties, on a product–by-product basis, on future worldwide net sales, or pay a percentage of any
sublicense revenue, as described in the License Agreement with CoNCERT.

 Note
8 - Intangible Assets

 Our
gross intangible assets consisted primarily of costs we capitalized related to the acquisition of license rights to PCS499 from CoNCERT
Pharmaceuticals. Inc. ("CoNCERT") for shares of our common stock that had an issue date fair value of $ 8.0 million, $ 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. In accordance with ASC Topic 730, Research and Development, we capitalized the costs of acquiring the exclusive
license rights to PCS499 from CoNCERT, as the exclusive license rights represented intangible assets to be used in research and development
activities that management believed had future alternative uses.

 Intangible
assets at December 31, 2023 and 2022 consisted of the following:

 Summary of Intangible Assets

 2023

 2022

 Gross intangible assets

 $
 -

 $
 11,059,429

 Less: accumulated amortization

 -

 ( 3,791,286
)

 Less: impairment of intangible asset

 -

 ( 7,268,143
)

 Total intangible assets, net

 $
 -

 $
 -

 Amortization
expense was $ 788,495 for the year ended December 31, 2022 and is included within
research and development expense in the accompanying consolidated statements of operations. We did not have a similar expense during
the year ended December 31, 2023. At December 31, 2022, following the difficulty we experienced to enroll patients in our Phase 2B clinical
trial in PCS499, we terminated the trial for uNL. We recognized an impairment for remaining book value of the intangible asset of $ 7.3
 million, thereby reducing the value of our intangible
asset to zero. Our assessment was based on the uncertainty of determining whether we will be able to out-license PCS499 or enter a partnering/collaborating
arrangement for its future development. We believe the rarity of the disease, along with other factors, makes enrollment not feasible
for us due to time and cost constraints.

 F- 21

 Note
9 - Income Taxes

 We
have incurred net operating losses since inception. At December 31, 2023 and 2022, we had available federal and state net operating loss
carryforwards of $ 28.6 and $ 24.0 million, respectively. The federal net operating losses generated in 2018 and later of $ 29.3 million
will carry forward indefinitely. Net operating losses generated prior to 2018 will expire 2037. We have not recognized any deferred tax
assets related to the federal orphan drug or other research and development tax credits as of December 31, 2023 or 2022. The federal
research and development tax credits have a 20 -year carryforward period.

 Pursuant
to Code Sec. 382 of the Internal Revenue Code ("the Code"), the utilization of our net operating loss carryforwards could
be limited as a result of a cumulative change in stock ownership of more than 50% over a three-year period. We have not completed a Sec.
382 study and as such our net operating loss carryforwards may be subject to such limitation.

 A
reconciliation of our effective income tax rate and statutory income tax rate for the years ended December 31, 2023 and 2022 is as follows:

 Schedule of Effective Income Tax Rate Reconciliation

 2023

 2022

 Year Ended December 31,

 2023

 2022

 Federal statutory income tax rate

 21.00
 %

 21.00
 %

 State tax rate, net

 5.77
 %

 5.72
 %

 Permanent differences

 ( 0.25
)%

 ( 0.55
)%

 Federal orphan drug tax credit

 1.41
 %

 0.93
 %

 Deferred tax asset valuation allowance

 ( 27.93
)%

 ( 27.10
)%

 Effective income tax rate

 0.00
 %

 0.00
 %

 The
significant components of our deferred tax assets and liabilities for Federal and state income taxes consisted of the following:

 Schedule of Deferred Tax Assets and Liabilities

 2023

 2022

 December 31,

 2023

 2022

 Deferred tax assets:

 Non-current:

 Net operating loss carry forward – Federal

 $
 6,012,941

 $
 5,048,175

 Net operating loss carry forward – State

 1,672,436

 1,431,839

 Stock compensation expense

 3,453,799

 2,590,890

 Depreciation and other

 Purchased in-process R&D

 2,500,562

 2,494,829

 Federal orphan drug credits

 1,202,955

 1,046,539

 Capitalized research and development costs

 2,795,379

 1,929,462

 Start-up expenditures and amortization

 -

 -

 Total non-current deferred tax assets

 17,639,071

 14,542,710

 Valuation allowance for deferred tax assets

 ( 17,639,071
)

 ( 14,542,710
)

 Total deferred tax assets

 -

 -

 Deferred Tax Liabilities:

 Non-current:

 Intangible asset

 -

 -

 Total non-current deferred tax liabilities

 -

 -

 Total deferred tax asset (liability)

 $
 -

 $
 -

 F- 22

 Beginning
in 2022, the Tax Cuts and Jobs Act of 2017 (TCJA) eliminated the option to deduct research and development expenditures in the
current year and requires taxpayers to amortize them over five or fifteen years pursuant to IRC Section 174. During 2023 and 2022,
for income tax purposes, we capitalized approximately $ 3.2 million and $ 7.2
million of research and development expenditures, net of amortization of these costs in each year.

 In
2022, as part of an evaluation of our tax attributes, we recharacterized approximately $ 7.4 million of startup costs previously capitalized
as an IRC Section 195 asset as net operating losses. The recharacterization has no impact on total deferred tax assets since we had previously
and will continue to provide a full valuation allowance on our unutilized net deferred tax assets.

 The
valuation allowance generally reflects limitations on our ability to use the tax attributes and reduces the value of such attributes
to the more-likely-than-not realizable amount. We assessed the available positive and negative evidence to estimate if sufficient taxable
income will be generated to use the existing net deferred tax assets. Based on a weighing of the objectively verifiable negative evidence
primarily in the form of cumulative operating losses, we believe that it is not more-likely-than-not that the deferred tax assets will
be realized and, accordingly, a full valuation allowance has been established. The valuation allowance increased by $ 3.1 million and $ 7.4
million for the years ended December 31, 2023 and 2022, respectively.

 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 to be realized upon settlement. We have not recorded any uncertain tax positions.
As of December 31, 2023 and 2022, we had no accrued penalties or interest related to uncertain tax positions.

 We
file U.S. Federal income tax returns, as well as state tax returns for California, Florida and Maryland. There are currently no income
tax examinations underway for these jurisdictions. However, tax years from and including 2017 remain open for examination by federal
and state income tax authorities.

 Note
10 – Related Party Transactions

 CorLyst,
LLC ("CorLyst") reimburses us for shared costs related to payroll, health 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.
We recorded $ 112,000 and $ 124,000 in reimbursements during the years ended December 31, 2023 and 2022, respectively. No amounts were
due from CorLyst at December 31, 2023 or 2022. Our President, Research and Development is the CEO of CorLyst, and CorLyst is a shareholder.

 Note
11 – Commitments and Contingencies

 Purchase
Obligations

 We
enter 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 we terminated a cancellable contract with a specific
vendor, 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. As of December 31, 2023, we are contractually obligated to pay up to approximately $ 1.4 million for future services
under the agreement with the CRO for our clinical trial in NGC-Cap. Our actual contractual obligations will also vary depending on the
progress and results of the remaining clinical trials.

 Note
12 – Concentration of Credit Risk

 Financial
instruments that potentially subject us to significant concentration of credit risk consist primarily of our cash and cash equivalents.
We utilize only well-established banks and financial institutions with high credit ratings. Balances on deposit are insured by the Federal
Deposit Insurance Corporation (FDIC) up to specified limits. Total cash held by our banks at December 31, 2023, exceeded FDIC limits.

 Note
13 – Subsequent Events

 On January 30, 2024, we sold,
pursuant to securities purchase agreements (the "Purchase Agreement"), 476,000 shares of common stock, pre-funded warrants
to purchase up to 1,079,555 shares of common stock in lieu of shares of common stock (the "Pre-Funded Warrants"), and warrants
to purchase up to 1,555,555 shares of our common stock (the "Common Warrants') pursuant to a public offering (the "Offering").
The Common Warrants have an exercise price of $ 4.50, are immediately exercisable and will remain exercisable until the date that is five
years after their original issuance. The Shares were offered at a combined public offering price of $ 4.50 per share and accompanying Common
Warrant and $ 4.4999 per Pre-Funded Warrant and accompanying Common Warrant. The Pre-Funded Warrants had an exercise price of $ 0.0001 and
were exercised in full simultaneously with the closing of the Offering in exchange for 1,079,555 shares of our common stock. Gross proceeds
in connection with the Offering were $ 7.0 million. We received $ 6.3 million in net proceeds from the Offering, after deducting the fees
of the placement agent and other offering-related expenses. We also issued to the placement agent warrants to purchase 62,222 shares of
common stock, exercisable at $ 5.625 per share that expire on February 1, 2027.

 F- 23

 Item
9. Changes in and Disagreements with Accountants

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms,
and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, as our controls are designed to do, and management was required to apply its judgment in
evaluating the risks related to controls and procedures.

 In
connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2023, an evaluation was performed by management,
including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of December 31, 2023 to provide reasonable assurance that information
required to be disclosed by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 Inherent
Limitations on Effectiveness of Controls

 Our
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles ("GAAP").
Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts
and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material
effect on the financial statements.

 Management,
including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect
all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have
been detected. Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls
may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation
of consolidated financial statements for external purposes in accordance with GAAP.

 Management
assessed our internal control over financial reporting as of December 31, 2023. Management based its assessment on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Management's assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting
controls, process documentation, accounting policies, and our overall control environment.

 Based
on this assessment, management has concluded that, as of December 31, 2023, our internal control over financial reporting was effective
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements
for external reporting purposes in accordance with GAAP.

 This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm, BD & Company,
Inc., regarding internal controls over financial reporting. Management's report was not subject to attestation by our registered
public accounting firm as we are a smaller reporting company. We are not currently subject to Section 404(b) of the Sarbanes-Oxley Act
of 2002.

 Changes
in Internal Control Over Financial Reporting

 There
were no changes to our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d)
and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2023 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information

 During the quarter ended December
31, 2023, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement
(as defined in Item 408(c) of Regulation S-K).

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 Part
III

 Item
10. Directors and Executive Officers of the Registrant

 The
information required by this Item 10 of Form 10-K will be in our 2024 Proxy Statement to be filed with the SEC in connection with the
solicitation of proxies for our 2024 Annual Meeting of Stockholders ("2024 Proxy Statement") is incorporated herein by reference
to our 2024 Proxy Statement. The 2024 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to
which this report relates.

 Item
11. Executive Compensation

 The
information required by this Item 11 of Form 10-K is incorporated herein by reference to our 2024 Proxy Statement.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
information required by this Item 12 of Form 10-K is incorporated herein by reference to our 2024 Proxy Statement.

 Item
13. Certain Relationships and Related Transactions

 The
information required by this Item 13 of Form 10-K is incorporated herein by reference to our 2024 Proxy Statement.

 Item
14. Principal Accounting Fees and Services

 The
information required by this Item 14 of Form 10-K is incorporated herein by reference to our 2024 Proxy Statement.

 Part
IV

 Item
15. Exhibits, Financial Statement Schedules

 (a)(1)
and (2) Financial Statements and Schedules:

 See
Part II, Item 8, of this Annual Report on Form 10-K.

 (3)
Exhibits

 Exhibit
 Number

 Description
 of the Exhibit

 1.1

 Equity Distribution Agreement, dated August 20, 2021, by and among Processa Pharmaceuticals, Inc. and Oppenheimer & Co. Inc (incorporated by reference to Form 8-K filed on August 20, 2021)

 3.1

 Fourth Amended and Restated Certificate of Incorporation of Heatwurx, Inc. (incorporated by reference to Exhibit 3.1 to Form S-1 filed on September 17, 2020)

 3.1.1

 Amendment to Fourth Amended and Restated Certificate of Incorporation of Heatwurx, Inc. (incorporated by reference to Exhibit 3.1.1 to Form S-1 filed on September 17, 2020)

 3.1.2

 Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation dated August 8, 2019 (incorporated by reference to Exhibit 3 to Form 10-Q filed on August 14, 2019)

 3.1.3

 Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of Processa Pharmaceuticals, Inc. dated June 25, 2020 (incorporated by reference to Exhibit 3.1.4 to Form S-1 filed on September 17, 2020)

 3.1.4

 Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation dated January 1, 2022 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on January 6, 2022)

 3.1.5

 Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Processa Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on June 29, 2023)

 3.1.6

 Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Processa Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1.6 to Form S-1/A filed on January 22, 2024)

 3.2

 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form S-1 filed on September 17, 2020)

 4.1

 Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-1 filed on September 17, 2020)

 4.2

 Form of Common Warrant (incorporated by reference to Exhibit 4.1 to Exhibit 8-K Filed on January 30, 2024)

 4.3

 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to Form 8-K filed on January 30, 2024)

 4.4*

 Warrant issued to Spartan Capital, Inc.

 4.5*

 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

 10.1+

 Amended and Restated 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Form S-1 filed on September 17, 2020)

 10.2

 License Option Agreement with CoNCERT (incorporated by reference to Exhibit 10.2 to Form S-1 filed on September 17, 2020)

 10.3

 Amendment to License Agreement and Securities Purchase Agreement with CoNCERT Pharmaceuticals (incorporated by reference to Exhibit 10.3 to Form S-1 filed on September 17, 2020)

 10.4+

 Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to Form S-1 filed on September 17, 2020)

 10.5

 License Agreement with Aposense, Ltd. dated May 24, 2020 (incorporated by reference to Exhibit 10.9 to Form S-1 filed on September 17, 2020)

 10.6

 License Agreement with Yuhan Corporation (incorporated by reference to Exhibit 10.11 to Form S-1 filed on September 17, 2020)

 10.7

 License Agreement with Elion Oncology, Inc. (incorporated by reference to Exhibit 10.13 to Form S-1 filed on September 17, 2020)

 10.8

 Addendum No. 1 to the Aposense Ltd. License Agreement (incorporated by reference to Exhibit 10.15 to Form 10-K filed on March 25, 2021)

 10.9

 License Agreement with Ocuphire Pharma, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 17, 2021)

 10.10

 Purchase Agreement, dated March 23, 2022, between Processa Pharmaceuticals, Inc. and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 24, 2022)

 10.11

 Registration Rights Agreement, dated March 23, 2022, by and between Processa Pharmaceuticals, Inc. and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.2 to Form 8-K filed March 24, 2022)

 10.12

 First Amendment to Consulting Agreement with Spartan Capital Securities, LLC (incorporated by reference to Exhibit 10.13 to Form 10-K filed on March 30, 2023)

 10.13

 Form of Securities Purchase Agreement, dated February 9, 2023, by and between Processa Pharmaceuticals, Inc. and each of the Investors (as defined therein) (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 13, 2023)

 10.14

 Form of Securities Purchase Agreement, dated January 26, 2024, by and between Processa Pharmaceuticals, Inc. and each of the Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to Form 8-K filed January 30, 2024

 21.1*

 List of Subsidiaries

 23.1*

 Consent of Independent Registered Public Accounting Firm, BD & Co. Inc.

 31.1*

 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1*

 Processa Pharmaceuticals, Inc. Restatement Clawback Policy

 101.INS

 101.SCH

 101.CAL*

 Document.

 101.DEF*

 Document.

 101.LAB*

 Document.

 101.PRE*

 Document.

 104*

in Exhibit 101).

 +

 Indicates
 a management contract or compensatory plan or arrangement.

 *

 Filed
 herewith

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.

 PROCESSA
 PHARMACEUTICALS, INC.

 By:

 /s/
 George Ng

 George
 Ng

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 Dated:

 March

 By:

 /s/
 James Stanker

 James
 Stanker

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

 Dated:

 March

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities
and on the dates indicated.

 Name

 Capacity

 Date

 /s/ George Ng

 Chief
 Executive Officer

 March

 George
 Ng

 /s/ James Stanker

 Chief
 Financial Officer

 March

 James
 Stanker

 /s/ David Young

 President
 of Research and Development and Director

 March

 David
 Young

 /s/ Khoso Baluch

 Director

 March

 Khoso
 Baluch

 /s/ James Neal

 Director

 March

 James
 Neal

 /s/ Geraldine Pannu

 Director

 March

 Geraldine
 Pannu

 /s/ Justin Yorke

 Director

 March

 Justin
 Yorke