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Processa Pharmaceuticals names Gregory J. Flesher COO

The Board intends a four-year vesting schedule for Flesher’s option, contingent on approval of Processa’s 2027 equity plan.

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Form Type
8-K

Rhea-AI Filing Summary

Processa Pharmaceuticals, Inc. (PCSA) appointed Gregory J. Flesher Chief Operating Officer, effective November 4, 2026. His employment letter provides an annual base salary of $700,000 and a discretionary target bonus of up to 60% of annual base salary beginning in fiscal year 2027. The Board intends to grant options equal to 3.0% of the Company’s fully-diluted outstanding capital stock as of grant, at fair market value on the grant date as determined by the Board, after conclusion of the Special Meeting and contingent on stockholder approval of the 2027 Equity Incentive Plan.

The intended option would vest over four years, with 25% on the first anniversary and the remaining 75% in substantially equal monthly installments over the next 36 months, subject to continued employment. The Board also intends milestone-based options equal to an aggregate 1.0%. The company announced Craig Coburn, Ashley Hall and Michael P. Cruse to executive roles. It also described non-employee executive chair Sheila Gujrathi’s previously announced terms: $300,000 annual base compensation, a discretionary target bonus equal to 60% of annual base compensation, and a planned option equal to 1.5% of fully-diluted outstanding capital stock as of grant, following plan approval.

Filing Explained

The filing adds an intended milestone-based option award for Gregory Flesher equal to 1.0% of fully diluted capital; it is not yet granted, and if exercised into shares, issuance would increase the share count and reduce existing holders’ ownership percentages.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
COO annual base salary $700,000 per year Gregory J. Flesher’s employment letter
COO discretionary target bonus Up to 60% of annual base salary Beginning in fiscal year 2027
Planned COO option 3.0% of fully-diluted outstanding capital stock Board intends grant after the Special Meeting, contingent on stockholder approval of the 2027 Equity Incentive Plan
Additional milestone-based options Aggregate 1.0% of fully-diluted outstanding capital stock Board intends grants that vest upon achievement of various corporate milestones
Executive chair annual base compensation $300,000 per year Sheila Gujrathi
Executive chair discretionary target bonus 60% of annual base compensation Sheila Gujrathi
Planned executive-chair option 1.5% of fully-diluted outstanding capital stock Sheila Gujrathi; planned grant following approval of the 2027 Equity Incentive Plan
fully-diluted outstanding capital stock financial
"fully-diluted outstanding capital stock as of the date of grant"
discretionary target bonus financial
"discretionary target bonus amount up to 60%"
proof-of-concept medical
"planned Phase 2 proof-of-concept programs"
A proof-of-concept is a demonstration that shows a new idea or method can work as intended, serving as a small-scale test before full development. For investors, it signals that a concept has been successfully tested in principle, reducing uncertainty about whether it can be practically implemented. This helps determine if further investment or effort is justified to develop the idea further.
investigational new drug (IND) application regulatory
"clearance of the investigational new drug (IND) application"
An investigational new drug (IND) application is a formal request submitted to a drug regulator asking permission to begin testing a new medicine in people. It compiles lab results, manufacturing details and proposed human trial plans so regulators can judge safety before human studies start; for investors, an accepted IND is a key milestone that opens the clinical development pathway and can materially change a company’s risk profile and potential value, like getting a license to road-test a prototype.
Bruton’s tyrosine kinase inhibitor (BTKi) medical
"oral Bruton’s tyrosine kinase inhibitor (BTKi)"
neonatal Fc receptor (FcRn) antagonist medical
"preclinical oral neonatal Fc receptor (FcRn) antagonist"
A neonatal Fc receptor (FcRn) antagonist is a drug that blocks the neonatal Fc receptor, a protein that normally binds and recycles immunoglobulin G (IgG) antibodies to extend their lifespan in the bloodstream. By preventing FcRn from rescuing IgG from cellular degradation, these drugs speed the removal of circulating IgG, including disease-causing autoantibodies, and thereby reduce total IgG levels; this mechanism is used therapeutically in certain autoimmune and antibody-mediated conditions. FcRn antagonists do not directly alter antibody production by immune cells but change how long antibodies persist in circulation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What compensation will Gregory J. Flesher receive as PCSA COO?

Gregory J. Flesher’s employment letter provides an annual base salary of $700,000 and a discretionary target bonus of up to 60% of annual base salary beginning in fiscal year 2027.

What are the terms of Gregory J. Flesher’s planned PCSA stock option?

The Board intends to grant options equal to 3.0% of fully-diluted outstanding capital stock as of grant, at fair market value on the grant date as determined by the Board. The grant is planned after conclusion of the Special Meeting and is contingent on stockholder approval of the 2027 Equity Incentive Plan. It would vest 25% on the first anniversary and the remaining 75% in substantially equal monthly installments over the next 36 months, subject to continued employment.

What compensation terms did PCSA disclose for executive chair Sheila Gujrathi?

The company described Sheila Gujrathi’s annual base compensation as $300,000, with a discretionary target bonus equal to 60% of annual base compensation. The Board agreed to make a later option grant equal to 1.5% of fully-diluted outstanding capital stock as of grant, following approval of the 2027 Equity Incentive Plan.

Which VT-7208 programs did PCSA describe?

Processa said VT-7208 is advancing across planned Phase 2 proof-of-concept programs in food allergy, chronic spontaneous urticaria and relapsing multiple sclerosis. It also reported FDA clearance of the investigational new drug application for the planned Phase 2 study in chronic spontaneous urticaria.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 2, 2026
 
Processa Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-39531
45-1539785
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

601 21st Street, Suite 300
Vero Beach, FL 32960
(Address of principal executive offices, including zip code)

(772) 453-2899
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trade
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $0.0001 par value per share
 
PCSA
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
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. ☐



Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Gregory J. Flesher

On November 2, 2026, the Board approved the appointment of Gregory J. Flesher as Chief Operating Officer of the Company, effective November 4, 2026 (the “Start Date”).

In connection with Mr. Flesher’s appointment as Chief Operating Officer, the Company entered into an employment letter with Mr. Flesher (the “Flesher Agreement”), which provides that Mr. Flesher is entitled to an annual base salary of $700,000 and a discretionary target bonus amount up to 60% of his annual base salary beginning in fiscal year 2027. The board of directors of the Company (the “Board”) intends to make an option grant to purchase shares of Company’s common stock, par value $0.0001 per share (the “Common Stock”) equal to 3.0% of the Company's fully-diluted outstanding capital stock (the “Option”) as of the date of grant, at an exercise price per share equal to the fair market value of a share of Common Stock on the date of grant, as determined by the Board. Such option grant shall be made at a later date following the conclusion of the Company’s Special Meeting of Stockholders (the “Conversion Special Meeting”) and contingent upon the approval by the Company’s stockholders of the Company’s 2027 Equity Incentive Plan (the “2027 Plan Proposal”).  For a description of the 2027 Plan Proposal, please refer to the Company’s preliminary proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 9, 2026 (the “Conversion Preliminary Proxy Statement”).

The Option shall vest over a four-year period, with twenty-five percent (25%) of the shares subject to the Option vesting on the first anniversary of the Start Date and the remaining seventy-five percent (75%) vesting in substantially equal monthly installments over the thirty-six (36) months thereafter, in each case subject to Mr. Flesher’s continued employment with the Company through the applicable vesting date. The Option shall be subject to the terms and conditions of the Company’s 2027 Equity Incentive Plan, if approved by the stockholders of the Company at the Conversion Special Meeting, the form of which is attached as Annex B to the Conversion Preliminary Proxy Statement.

The Board also intends to make additional grants of options to purchase such number of shares of Common Stock equal to an aggregate of 1.0% of the Company's fully-diluted outstanding capital stock on the date of grant, to vest upon the achievement of various corporate milestones.

Prior to joining the Company, Mr. Flesher served as the Chief Executive Officer of Ambros Therapeutics, Inc., a clinical stage biotechnology company, from October 2024 to December 2025. Prior to Ambros, Mr. Flesher served as the President and Chief Executive Officer and a member of the board of directors of Reneo Pharmaceuticals, Inc. (now Onkure Therapeutics, Inc.), a public biopharmaceutical company, from November 2020 to October 2024. Prior to joining Reneo, Mr. Flesher served as the Chief Executive Officer and a member of the board of directors of Novus Therapeutics, Inc. (now Eledon Pharmaceuticals, Inc.), a public specialty pharmaceutical company, from May 2017 to November 2020. Mr. Flesher previously served as Chief Executive Officer and a member of the board of directors for Otic Pharma, Ltd., a private pharmaceutical company, from July 2015 to May 2017. Mr. Flesher also served as Senior Vice President of Corporate Development and Chief Business Officer, and other executive management roles at Avanir Pharmaceuticals, Inc., a public pharmaceutical company, from 2006 to 2015. Mr. Flesher previously served as a member of the board of directors for Adynxx, Inc., a public pharmaceutical company, from July 2019 to June 2021. Mr. Flesher received his B.S. in Biology from Purdue University and studied Biochemistry and Molecular Biology at Indiana University School of Medicine.

Mr. Flesher has no family relationships with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Flesher and any other person pursuant to which he was appointed as an executive officer of the Company. Except as described above, Mr. Flesher is not party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of the Flesher Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Flesher Agreement, which is attached hereto as Exhibits 10.1 and incorporated herein by reference.


Item 8.01
Other Events.

As previously reported in the Company’s current report on Form 8-K filed on October 29, 2026, the Company appointed Dr. Sheila Gujrathi as the Company’s non-employee executive chair. In connection with her appointment, Dr. Gujrathi became entitled to an annual base compensation of $300,000 and a discretionary target bonus amount equal to 60% of her annual base salary. In addition, the Board has agreed to make a grant of an option to purchase a number of shares of the Company’s common stock equal to 1.5% of the Company’s fully-diluted outstanding capital stock as of the date of grant, at an exercise price per share equal to the fair market value of a share of common stock on the date of grant, as determined by the Board. The option award will be granted by the Board at a later date under the Company’s 2027 Equity Incentive Plan following the approval of the 2027 Plan Proposal.

On November 4, 2026, the Company issued a press release announcing the appointment of Mr. Flesher, among others. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
Number
 
Description
   
10.1
 
Employment Agreement by and between Gregory J. Flesher and Processa Pharmaceuticals, Inc., dated November 3, 2026.
     
99.1
 
Press Release, dated November 4, 2026.
   
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
 
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.
     
Date: November 4, 2026
By:
/s/ Russell Skibsted
 
Name:
Russell Skibsted
 
Title:
Chief Financial Officer




Exhibit 99.1

Processa Pharmaceuticals Announces Key Leadership Appointments

VERO BEACH, FL, November 4, 2026 – Processa Pharmaceuticals, Inc. (Nasdaq: PCSA) (“Processa” or the “Company”), a clinical-stage pharmaceutical company advancing differentiated therapeutic programs for immunological and inflammatory diseases, today announced key leadership appointments to support the Company’s next phase of growth:


•
Gregory J. Flesher, Chief Operating Officer

•
Craig Coburn, Ph.D., Executive Vice President, Head of Research

•
Ashley Hall, J.D., Executive Vice President, Development

•
Michael P. Cruse, Executive Vice President, Business Operations

“As we advance our Bruton’s tyrosine kinase inhibitor VT-7208 across multiple immune-mediated diseases and continue to expand our pipeline, we are excited to be building the leadership team for Processa’s next stage of growth,” said Sheila Gujrathi, M.D., Executive Chair of the Processa Board of Directors. “Greg is an accomplished biotechnology executive who will play a central role in leading the company forward, while Craig, Ashley, and Mike bring deep and complementary experience across research, development and operations. Craig also brings a unique connection to our lead program as one of the scientists who helped invent VT-7208. Together, this is a highly experienced team with the capabilities to move quickly, execute with discipline and deliver on the opportunity ahead.”

The appointments follow Processa’s July 2026 acquisition of Vidya Therapeutics in a sign-and-close reverse merger and concurrent private placement financing of approximately $200 million, which established the foundation for the Company’s current clinical and pipeline strategy. Processa is advancing VT-7208, a next-generation, CNS-penetrant, once-daily oral Bruton’s tyrosine kinase inhibitor (BTKi), across planned Phase 2 proof-of-concept programs in food allergy, chronic spontaneous urticaria (CSU) and relapsing multiple sclerosis.

More recently, the Company announced FDA clearance of the investigational new drug (IND) application for the planned Phase 2 study of VT-7208 in CSU, and a research collaboration and exclusive option agreement with Generian Pharmaceuticals to advance a preclinical oral neonatal Fc receptor (FcRn) antagonist program.

ABOUT THE APPOINTEES

Gregory J. Flesher, Chief Operating Officer
Mr. Flesher brings more than 25 years of biopharmaceutical industry leadership experience across company building, capital markets, business development, operations and clinical development. He previously served as Chief Executive Officer of Ambros Therapeutics, Reneo Pharmaceuticals and Novus Therapeutics. Earlier in his career, he held senior roles at Avanir Pharmaceuticals, InterMune, Amgen and Eli Lilly.

Craig Coburn, Ph.D., Executive Vice President, Head of Research
Dr. Coburn brings more than 30 years of medicinal chemistry and drug discovery experience. He has served as a scientific advisor to Vidya Therapeutics since 2024 and most recently served as Senior Vice President, Head of Chemistry for Pioneering Medicines at Flagship Pioneering. Previously, he held senior research roles at Trotana Therapeutics, Gossamer Bio and Silverback Therapeutics and spent the first 20 years of his career at Merck Research Laboratories.

Ashley Hall, J.D., Executive Vice President, Development
Ms. Hall is an experienced biopharmaceutical development and regulatory leader. She most recently served as Chief Development Officer of Structure Therapeutics and previously held the same role at Reneo Pharmaceuticals. Earlier, she held senior development and regulatory positions at Esperion Therapeutics, Amgen, Micromet and MedImmune, including work supporting the development and regulatory programs for NEXLETOL®, NEXLIZET® and REPATHA®.


Michael P. Cruse, Executive Vice President, Business Operations
Mr. Cruse brings more than 20 years of operational leadership experience across biotechnology and pharmaceutical companies. He most recently served as Chief Operating Officer of Ambros Therapeutics and, before that, as Chief Operating Officer of Reneo Pharmaceuticals after serving as Senior Vice President of Corporate Operations. Prior to Reneo, he served as Vice President, Corporate Operations at Novus Therapeutics and held positions of increasing responsibility at Avanir Pharmaceuticals.

ABOUT PROCESSA PHARMACEUTICALS

Processa Pharmaceuticals is a clinical-stage pharmaceutical company advancing differentiated therapeutic programs for immunological and inflammatory (I&I) diseases through a disciplined, science-driven development strategy. Following the acquisition of Vidya Therapeutics, Processa’s lead program is VT-7208, a potentially best-in-class oral Bruton’s tyrosine kinase inhibitor (BTKi) therapy designed to improve on efficacy and safety of earlier-generation BTKi programs. Processa is developing VT-7208 in food allergy, chronic spontaneous urticaria (CSU), relapsing multiple sclerosis (RMS) and exploring additional immune-mediated diseases. Processa’s second program is a potentially best-in-class, preclinical oral neonatal Fc receptor (FcRn) antagonist being explored for treatment of immune-mediated diseases.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, concerning Processa, Vidya, the concurrent private placement financing and the acquisition of Vidya by Processa (the “Transactions”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to the company’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the Company's plans to develop VT-7208 across multiple immune-mediated diseases, and the results of any such development; the potential therapeutic profile and commercial opportunity of VT-7208; the Company's plans to expand its pipeline; the best-in-class potential of VT-7208 and the preclinical oral neonatal Fc receptor antagonist being developed by the company; and the Company's ability to move quickly, execute with discipline and capitalize on its opportunities. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “aim,” “strategy,” “target,” “seek,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “predict,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the company or the Transactions will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: the Company's ability to realize the anticipated benefits of the Transactions; the Company's ability to integrate Vidya's operations and to retain its new executive officers and other key personnel; the Company's ability to advance VT-7208 into and through clinical development, and uncertainty regarding the timing and results of clinical trials; the risk that VT-7208 may not demonstrate safety or efficacy in any immune-mediated indication; competition from approved and investigational BTK inhibitors and other immunology therapies; the Company's ability to obtain, maintain and enforce intellectual property rights covering VT-7208; the Company's need for additional capital; and the risks and uncertainties described under the heading "Risk Factors" in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 18, 2026, its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026, and its other filings with the SEC from time to time. Should one or more of these risks or uncertainties materialize, or should any of the company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The company does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements. This press release does not purport to summarize all of the conditions, risks and other attributes of an investment in the company.


CONTACTS

Investors
Priyanka Shah
Elephant Head Communications
pshah@elephantheadcommunicationsllc.com

Media
Ryan Flinn
The Grace Group
ryan@gracegroup.us



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