[Form 4] Processa Pharmaceuticals, Inc. Common Insider Trading Activity

Rhea-AI Filing Summary

On 25 July 2025 ClearSign Technologies (CLIR) convened its Annual Meeting with 37.1 M shares present, representing 70.8% of outstanding voting power.

Proposal 1 – Board elections: All six nominees were re-elected. While Louis J. Basenese, Anthony DiGiandomenico and CEO Colin J. Deller each received >98% of votes cast, Catharine M. de Lacy and Judith S. Schrecker obtained only ~33% support (8.7 M for vs. 17.8 M withheld), indicating meaningful shareholder dissent. Former director David M. Maley stepped down and the board was reduced from seven to six seats.

Proposal 2 – Auditor: Shareholders approved BPM CPA LLP as independent auditor for FY 2025 by 34.0 M for, 3.0 M against (92.0% support).

Proposal 3 – Say-on-Pay: Executive compensation passed with 20.4 M for, 3.9 M against, 2.2 M abstentions (76.2% support).

No additional material events or financial results were disclosed.

Positive

• All six board nominees re-elected, ensuring continuity of strategic oversight.
• Auditor BPM CPA LLP ratified with 92% support, indicating investor confidence in financial reporting.
• Say-on-Pay approved, avoiding potential executive compensation dispute.

Negative

• Two directors received only ~33% support, a significant withhold rate that may signal governance issues.
• Say-on-Pay support at 76% is below peer averages, reflecting moderate shareholder dissatisfaction.

Insights

Corporate Governance Analyst

TL;DR: Routine meeting; notable 67% withhold on two directors signals governance concern.

The election slate passed, but the unusually low support for de Lacy and Schrecker highlights investor dissatisfaction—often a warning on board composition or oversight. Say-on-Pay at 76% is above failure level yet below typical S&P small-cap averages (>90%), suggesting moderate compensation discontent. Auditor ratification sailed through, confirming no audit-related controversies. Overall, the filing is governance-focused rather than financial; impact is limited unless the board responds with changes to committee assignments or engagement efforts.

Small-Cap Portfolio Manager

TL;DR: Neutral event; incremental risk from director opposition, no immediate valuation impact.

From a portfolio perspective, shareholder votes do not alter CLIR’s cash flow outlook. Nevertheless, two directors receiving only one-third support could elevate activist attention or proxy advisory scrutiny, potentially increasing governance risk premiums. The passed Say-on-Pay limits near-term upheaval, and auditor approval removes accounting uncertainty. I classify this as not impactful for price action absent follow-up governance changes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Baluch Khoso

(Last) (First) (Middle)

C/O PROCESSA PHARMACEUTICALS, INC.

601 21ST STREET SUITE 300

(Street)

VERO BEACH FL 32960

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Processa Pharmaceuticals, Inc. [ PCSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock	$0	07/24/2025		A		175,299(1)		(2)	(2)	Common Stock	175,299	$0	206,505	D

Explanation of Responses:

1. Restricted stock granted under the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan ("Omnibus Plan"), of which 125,999 shares are subject to stockholder approval of the revised Omnibus Plan.

2. The restricted stock vest on the earlier of June 30, 2026 or the next annual meeting of stockholders, subject to certain distribution requirements.

	/s/ Khoso Baluch by Neda Sharifi, as Attorney-in-Fact	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What was the quorum for ClearSign Technologies' (CLIR) 2025 Annual Meeting?

A quorum of 37,126,224 shares, or 70.82% of outstanding shares, was present or represented.

Which directors faced the highest opposition in CLIR's 2025 vote?

Catharine M. de Lacy and Judith S. Schrecker each received only ~33% support, with over 17.8 M votes withheld.

Was ClearSign's auditor for FY 2025 approved?

Yes. BPM CPA LLP was ratified with 34.0 M votes for and 3.0 M against.

How did shareholders vote on ClearSign's executive compensation?

The Say-on-Pay resolution passed with 20.4 M for, 3.9 M against, and 2.2 M abstentions.

Did ClearSign report any financial results or transactions in this 8-K?

No. The filing solely covers shareholder voting results; no earnings or transaction data were disclosed.