Processa Pharmaceuticals (PCSA) SEC Filings

Processa Pharmaceuticals, Inc. is asking stockholders to authorize a reverse split of its issued and outstanding common stock at a ratio from one new share for every three shares to one for every nine shares, with the Board choosing the final ratio. The vote is scheduled for November 30, 2026. If approved, the Board may implement the split at a time it determines necessary or advisable, but no later than one year after the meeting. Stockholders will also vote on a proposal to adjourn the meeting if needed to continue soliciting votes.

Processa says the split is intended to help meet Nasdaq’s $4.00-per-share minimum market-price criterion before a separate meeting on conversion of Series A Preferred Stock. The split would not reduce authorized common shares. As of October 21, 2026, Processa had 2,798,241 common shares outstanding and 306,574.202 Series A Preferred shares outstanding; conversion remains subject to separate stockholder approval and beneficial-ownership limitations. Processa completed its merger with Vidya on July 28, 2026, and issued preferred shares to private-placement investors on July 30 for approximately $200 million in gross proceeds.

Processa Pharmaceuticals, Inc. is asking stockholders to approve common-share issuance upon conversion of Series A preferred stock and exercise of Vidya options, a 2027 equity incentive plan, a 2027 ESPP, and possible meeting adjournment. The merger with Vidya closed July 28, 2026; Processa issued 142,254.972 preferred shares as merger consideration and sold 163,774.679 preferred shares in a private placement on July 30 for approximately $200 million in gross proceeds.

The requested approvals cover 306,574,202 common shares issuable on preferred conversion and 1,047,524 shares issuable upon exercise of Vidya options; conversion is subject to holder-specific beneficial ownership limits. Immediately after the placement, investors represented approximately 52.6% of fully diluted, as-converted ownership, compared with 46% for Vidya holders and 1.4% for pre-merger Processa holders, without giving effect to ownership limits and based on implied equity values. If approved, the 2027 Plan would make 46,837,294 common shares available, plus up to 418,586 Returning Shares. If required stockholder approvals and Nasdaq’s listing application are approved, Processa expects to change its name to Vidya Therapeutics, Inc. and its ticker to VDYA.

Processa Pharmaceuticals, Inc. (PCSA) is asking stockholders to authorize a reverse split at a ratio from 1-for-3 to 1-for-9, with the Board choosing a whole-number ratio if approved. The Board may implement it within one year after the special meeting or abandon it before filing the amendment. The proposal is intended to help meet Nasdaq’s initial listing criteria, including a $4.00 per-share minimum market price; PCSA closed at $1.35 on October 8, 2026. Any fractional shares would be rounded up, with no cash paid instead.

Processa completed its merger with Vidya Therapeutics on July 28, 2026, and on July 30 sold 163,774.679 Series A preferred shares for approximately $200 million in gross proceeds. Processa reported 306,574.202 Series A preferred shares issued across the merger, PIPE and advisory services. Each converts into 1,000 common shares only after separate stockholder approval and subject to holder-specific ownership limits. After the PIPE closing, ownership was approximately 1.4% for pre-merger Processa equityholders, 46% for former Vidya equityholders and 52.6% for PIPE investors, on a fully diluted, as-converted basis without giving effect to beneficial ownership limitations.

Processa Pharmaceuticals, Inc. (PCSA) seeks to register for resale by selling stockholders up to an aggregate of 306,574,202 shares of common stock. The total comprises 142,254,972 merger conversion shares, 163,774,679 private-placement conversion shares and 544,551 Tungsten conversion shares. Conversion of Series A preferred stock requires stockholder approval and is subject to each holder’s beneficial ownership limitations; converted shares may be offered only after conversion. Processa is not selling shares and will receive no proceeds from selling-stockholder resales.

The registration follows Processa’s completed acquisition of Vidya on July 28, 2026, and a private placement that closed July 30, 2026, from which Processa received approximately $200 million in gross proceeds. Vidya’s lead candidate, VT7208, is an orally available BTK inhibitor being advanced for food allergy, chronic spontaneous urticaria and multiple sclerosis. If the required stockholder matters and Nasdaq listing application are approved, Processa expects to change its name to Vidya Therapeutics, Inc. and trade as VDYA on the Nasdaq Capital Market.

Processa Pharmaceuticals completed its acquisition of Vidya Therapeutics on July 28, 2026, bringing lead candidate VT7208 into its pipeline. In connection with the acquisition, Processa received $200 million in gross proceeds from a private placement of non-voting convertible preferred stock, before placement-agent and other offering expenses.

VT7208 is an oral, CNS-penetrant BTK inhibitor. In Phase 1 studies, a single 5 mg dose produced greater than 95% BTK target occupancy at the first assessment, four hours after dosing, sustained above 95% for approximately 48 hours. The completed studies reported no dose-limiting toxicities, serious adverse events, treatment-related discontinuations or liver-safety signal. Processa intends to initiate Phase 2 studies in food allergy and CSU in the second half of 2026 and a relapsing MS study in the first half of 2027.

This amendment adds Vidya's audited financial statements for the years ended December 31, 2025 and 2024; unaudited interim statements for the six months ended June 30, 2026 and 2025; and Processa pro forma financial information for the six months ended June 30, 2026 and year ended December 31, 2025.

Processa Pharmaceuticals, Inc. (PCSA) has a new significant shareholder group reported on a Schedule 13G. Soleus Capital Master Fund, L.P., together with related Soleus entities and Guy Levy, report beneficial ownership of 160,943 shares of Processa common stock, representing 5.8% of the outstanding shares.

All reporting persons have shared voting and dispositive power over 160,943 shares and no sole voting or dispositive power. The ownership percentage is based on 2,793,386 shares outstanding as of August 7, 2026. The Soleus entities and Mr. Levy disclaim beneficial ownership beyond what is required for Section 13(d) reporting.

Processa Pharmaceuticals reported a Q2 2026 net loss of $3.27 million and a six‑month net loss of $6.64 million, similar to the prior year. Operating expenses for the quarter were driven by $0.65 million in research and development and $1.69 million in general and administrative costs.

At June 30, 2026, cash and cash equivalents were $196,325, with total assets of $2.07 million and a stockholders’ deficit of $0.32 million. The company used $5.59 million of cash in operating activities in the first half and held Chiliz digital assets with a fair value of $472,003, recognizing $0.99 million in realized and unrealized losses.

Subsequently, on July 28, 2026, Processa acquired Vidya Therapeutics, adding lead BTK inhibitor VT‑7208 for food allergy, CSU and RMS, and closed a related private placement of Series A Preferred Stock for $200 million gross ($183.3 million net). Management states these proceeds are expected to fund operations into the second half of 2029, eliminating the previously disclosed going‑concern uncertainty.

Processa Pharmaceuticals, Inc. director and CEO George K. Ng reported the distribution of a time-based restricted stock award. On August 8, 2026, 1,600 shares of restricted stock converted into 1,600 shares of common stock, leaving him with 17,092 directly held common shares and 19,624 restricted shares. He also reports options to acquire 30,720 common shares at an exercise price of $4.96 per share and additional indirect common stock holdings through related entities. Certain reported share amounts reflect a 1-for-25 reverse stock split effective December 17, 2025.

Processa Pharmaceuticals, Inc. held its 2026 Annual Meeting of Shareholders on July 30, 2026. Shareholders approved an amendment to the company’s 2019 Omnibus Incentive Plan, increasing the number of shares available for issuance under the plan by 200,000 shares.

The amendment received 579,877 votes For, 152,958 Against and 2,700 Abstentions, with 825,288 broker non-votes. Votes were also cast for director nominees, including 710,505 For votes for Justin Yorke with 25,030 Abstentions and 825,288 broker non-votes, and on additional proposals with disclosed vote totals. A quorum was present, representing at least one-third of the voting power as of the June 1, 2026 record date.