[424B5] Processa Pharmaceuticals, Inc. Common Prospectus Supplement (Debt Securities)

Rhea-AI Filing Summary

Intellia Therapeutics, Inc. (NTLA) – Form 4 insider filing

EVP & CFO Edward J. Dulac III executed an automatic, non-volitional sale of 7,462 common shares on 23 Jul 2025 at $14.02 per share. The disposition was a mandatory “sell-to-cover” to satisfy federal and state tax-withholding obligations triggered by the vesting of RSUs on 22 Jul 2025.

Post-transaction, Dulac directly owns 106,062 NTLA shares; no indirect holdings or derivative security changes were reported. No options were exercised or granted, and the filing does not disclose any additional share sales or purchases.

The event does not materially alter management’s economic exposure to the company and should be viewed as administrative rather than discretionary trading activity.

Positive

• Executive retains 106,062 shares, indicating continued alignment with shareholder interests.
• Transaction was pre-programmed and tax-driven, reducing concerns about opportunistic insider selling.

Negative

• Even administrative insider sales can create superficial bearish headlines that may pressure short-term sentiment.

Insights

Securities Analyst

TL;DR: Routine sell-to-cover, neutral signal.

The CFO’s 7,462-share sale—only ~7% of his 106k-share stake—was required to cover taxes on vested RSUs, a common practice that avoids out-of-pocket tax payments. Because the shares were disposed automatically and promptly disclosed, the transaction offers little insight into management’s outlook on NTLA fundamentals. Insider ownership remains significant, supporting alignment with shareholders. I regard the filing as operationally neutral with no valuation impact.

Corporate Governance Expert

TL;DR: Compliant disclosure, immaterial governance impact.

The form demonstrates timely Section 16 compliance, detailing a tax-driven sale under Rule 10b5-1-like mechanics. Such sell-to-cover transactions are typically pre-approved and avoid potential trading-window issues. Retention of over 100k shares preserves meaningful ‘skin in the game,’ and no red flags emerge regarding unusual trading patterns. Governance impact is minimal; investors should focus on broader performance catalysts rather than this single administrative filing.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-279588

PROSPECTUS SUPPLEMENT

(To Prospectus dated May 28, 2024 and

Prospectus Supplement dated May 28, 2024)

$5,239,073

Common Stock

This prospectus supplement amends and supplements the information in the prospectus supplement, dated May 28, 2024 (“Prospectus Supplement No. 1”), relating to the offer and sale of up to $5,239,073 of our shares of Common Stock, $0.0001 par value per share (“Common Stock”), pursuant to the Sales Agreement dated as of May 21, 2024 (the “Sales Agreement”) we entered into with A.G.P./Alliance Global Partners (“A.G.P.”). This prospectus supplement is registering the offer and sales of up to $5,239,073 of our shares of Common Stock from time to time through the Sales Agent, acting as agent. This prospectus supplement should be read in conjunction with Prospectus Supplement No. 1, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in Prospectus Supplement No. 1. This prospectus supplement is not complete without and may only be delivered or utilized in connection with, Prospectus Supplement No. 1, the accompanying base prospectus, and any future amendments or supplements thereto.

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “PCSA.” As of July 22, 2025, the last reported sales price of our Common Stock on Nasdaq was $0.2497.

The aggregate market value of our outstanding shares of our Common Stock held by non-affiliates as of July 22, 2025, is $15,875,978, based on 40,284,356 shares of our Common Stock outstanding, of which 39,689,944 are held by non-affiliates, and a closing price on Nasdaq of $0.40 on June 11, 2025, which is within 60 days of the date of this prospectus supplement. Upon any sale of shares of our Common Stock under this prospectus supplement pursuant to General Instruction I.B.6. of Form S-3, in no event will we sell shares pursuant to this prospectus supplement having a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000.

As of the date of this prospectus supplement, we have offered and sold $1,546,338 of securities pursuant to General Instruction I.B.6 of Form S-3 during the 12-calendar month period that ends on and includes the date hereof, and therefore $3,692,735 is available to be sold pursuant to this prospectus supplement.

Investing in our shares of our Common Stock involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page S-5 of Prospectus Supplement No. 1 and the other documents that are incorporated by reference in Prospectus Supplement No. 1 and the accompanying base prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT, THE PRIOR PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

A.G.P.

The date of this prospectus supplement is July 25, 2025.

FAQ

How many NTLA shares did the CFO sell in the July 23, 2025 Form 4?

Edward J. Dulac III sold 7,462 common shares at $14.02 each.

Was the NTLA insider sale discretionary?

No. It was a mandatory sell-to-cover transaction to pay taxes on vested RSUs.

What is the CFO’s remaining NTLA share ownership?

After the sale, he directly holds 106,062 shares.

Did the Form 4 report any option exercises or derivative activity?

No. No derivative securities were acquired or disposed of in this filing.

Does the filing indicate a change in Intellia’s executive outlook?

The filing is administrative and does not signal any shift in management sentiment.