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

Rhea-AI Filing Summary

Key event: On 22 Jul 2025 NexPoint Real Estate Finance (NYSE:NREF) closed the $60 million sale of the 204-unit Hudson Montford multifamily property in Charlotte, NC. After $32.7 million of transaction costs, net cash proceeds were $27.3 million, producing a one-time $3.3 million gain.

Balance-sheet impact (pro forma 31 Mar 2025):

• Cash & equivalents increase to $46.6 million (+$27.3 million).
• Real-estate investments decline to $65.0 million (-$55.9 million).
• Mortgage debt falls to $63.5 million (-$31.9 million); total liabilities contract by $32.2 million to $4.75 billion.
• Stockholders’ equity rises $3.3 million to $347.0 million.

Earnings impact: Excluding Montford is slightly dilutive to Q1-25 basic EPS (-$0.02 to $0.92) but accretive to FY-24 basic EPS (+$0.10 to $1.12) as the asset carried higher expenses than revenues. Common and preferred dividends are unchanged.

Strategic takeaway: The disposal recycles capital from a lower-margin asset, improves liquidity and modestly delevers the balance sheet with limited effect on near-term profitability.

Positive

• $27.3 million net cash inflow boosts liquidity to $46.6 million.
• Mortgage debt reduced by $31.9 million, modestly lowering leverage.
• FY-2024 pro-forma basic EPS rises 10 % to $1.12, indicating accretion.
• One-time $3.3 million gain increases shareholder equity.

Negative

• Q1-2025 basic EPS falls $0.02 due to lost rental income.
• Real-estate asset base shrinks by $55.9 million, reducing diversification.

Insights

Financial Analyst

TL;DR: Sale strengthens liquidity, trims debt and is modestly EPS-accretive for FY-24—overall credit-positive.

The $60 million Montford divestiture frees $27 million in cash and wipes nearly $32 million of mortgage debt, improving net leverage. Pro-forma equity ticks up 1 %, demonstrating value creation despite sizable closing costs. While Q1-25 EPS slips 2 cents, FY-24 EPS rises 10 cents, signalling the property was margin-dilutive. With ample CRE market headwinds, moving out of a single-asset exposure into cash enhances optionality for higher-yield deployments or further debt reduction. Transaction was arm’s-length despite related-party links, mitigating governance concerns.

Real Estate Investment Specialist

TL;DR: Asset sale exits a tertiary Charlotte deal at book value, redeployable capital outweighs lost NOI.

Montford’s book value was $55.9 million, implying a 7.3 % premium on sale price before fees—a respectable exit in a cooling multifamily market. The property contributed only $3.45 million annualised revenue but required heavy operating spend. Eliminating those costs lifts pro-forma margins, evidenced by the FY-24 EPS bump. Reduced mortgages ease interest-rate risk. Downside is diminished geographic diversification and near-term rental income, but overall portfolio quality and balance-sheet flexibility improve.

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^*

Yorke Justin W

(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/ Justin W. Yorke by Michael B. Kirwan, 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

Why did NREF sell the Hudson Montford property?

Management sought to recycle capital from a low-margin asset, cut mortgage debt and improve liquidity.

How much cash did NREF receive from the sale?

$27.3 million after transaction costs.

What is the impact on NREF's earnings per share?

FY-2024 basic EPS increases to $1.12 (+$0.10), while Q1-2025 EPS dips to $0.92 (-$0.02).

How does the sale affect NREF's debt levels?

Mortgage payable declines by $31.9 million, reducing interest expense risk.

Is the transaction related-party and was it arm’s-length?

Yes, a director has interests in NexBank Capital, but the agreement was negotiated on an arm’s-length basis.