Processa director receives Series A preferred in merger

Rhea-AI Filing Summary

Processa Pharmaceuticals, Inc. director Sheila Gujrathi reported acquiring Series A Non-Voting Convertible Preferred Stock on July 28, 2026, in connection with the acquisition of Vidya Therapeutics, Inc. She received 70,811.877 Series A Preferred shares held directly.

An additional 12,311.279 Series A Preferred shares are held indirectly by SilverArc Private Fund I, L.P., an investment fund with which she is associated; she disclaims beneficial ownership except for any pecuniary interest. The Series A Preferred has no expiration and, subject to conditions, each share is convertible into 1,000 shares of Processa common stock.

Insider Trade Summary

Grant/Award: 83,123.156 shares

Grant/Award 2 txns

Insider GUJRATHI SHEILA

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Series A Preferred Stock F1, F2, F3	70,811.877	--	--
Grant/Award	Series A Preferred Stock F1, F2, F3, F4	12,311.279	--	--

Holdings After Transaction: Series A Preferred Stock — 70,811.877 contracts (Direct); Series A Preferred Stock — 12,311.279 contracts (Indirect, By SilverArc Private Fund I, L.P.)

Footnotes (4)

1. F1. Each share of Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock") is convertible into 1,000 shares of common stock of Processa Pharmaceuticals, Inc. (the "Company"). The Preferred Stock has no expiration date.
2. F2. Received in exchange for shares of common stock of Vidya Therapeutics, Inc. ("Vidya") pursuant to an Agreement and Plan of Merger, dated July 28, 2026 (the "Merger Agreement"), by and among the Company, Vidya, Venus Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub I"), Venus Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Merger Sub II"), at an exchange ratio of 162.811 shares of Vidya common stock for each share of Company common stock.
3. F3. Under the terms of the Merger Agreement, on July 28, 2026, Merger Sub I merged with and into Vidya, with Vidya surviving the first merger as a wholly owned subsidiary of the Company, and immediately following the first merger, Vidya merged with and into Merger Sub II, with Merger Sub II surviving the second merger as a wholly owned subsidiary of the Company (such mergers, the "Merger"). Upon the closing of the Merger, shares of outstanding common stock of Vidya converted into the right to receive shares of the Company's Series A Preferred Stock in accordance with the Merger Agreement. Subject to certain conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock, each share of Series A Preferred Stock is convertible into 1,000 shares of the Company's common stock.
4. F4. The Reporting Person is Co-Portfolio Manager and has membership interest in SilverArc Private Capital I, LLC (Ultimate General Partner), SilverArc Private Capital I, LP (General Partner), and SilverArc Private Capital Management I, LP (Management Company) for SilverArc Private Fund I, L.P. The Reporting Person may not be deemed to have voting or investment power over the shares held of record by SilverArc Private Fund I, LP. The Reporting Person disclaims beneficial ownership of such securities held of record by SilverArc Private Fund I, L.P., except to the extent of any pecuniary interest therein.

Key Figures

Series A Preferred acquired (direct): 70,811.8770 shares Series A Preferred acquired (indirect): 12,311.2790 shares Conversion ratio: 1,000 shares +3 more

6 metrics

Series A Preferred acquired (direct) 70,811.8770 shares Grant/award acquisition on July 28, 2026, held directly by Sheila Gujrathi

Series A Preferred acquired (indirect) 12,311.2790 shares Grant/award acquisition on July 28, 2026, held by SilverArc Private Fund I, L.P.

Conversion ratio 1,000 shares Each Series A Preferred share convertible into 1,000 shares of Processa common stock, subject to conditions

Exchange ratio in merger 162.811 shares Exchange ratio of 162.811 shares of Vidya common stock for each share of Processa common stock

Direct holdings after transaction 70,811.8770 shares Total Series A Preferred directly held by Gujrathi following the July 28, 2026 transaction

Indirect holdings after transaction 12,311.2790 shares Total Series A Preferred held of record by SilverArc Private Fund I, L.P. after the transaction

Key Terms

Series A Non-Voting Convertible Preferred Stock, Agreement and Plan of Merger, Certificate of Designation of Preferences, Rights and Limitations, pecuniary interest

4 terms

Series A Non-Voting Convertible Preferred Stock financial

"Each share of Series A Non-Voting Convertible Preferred Stock is convertible into 1,000 shares"

Series A non-voting convertible preferred stock is an early-round ownership share that gives holders priority over common shareholders for payouts and protections, but does not grant voting control. It can be exchanged later for common shares—like a coupon that can be turned into regular stock—allowing investors to share in upside while limiting immediate influence on company decisions; this affects potential returns, dilution for other shareholders, and the balance of control in future financing or sale events.

Agreement and Plan of Merger regulatory

"Received in exchange for shares of common stock of Vidya pursuant to an Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Certificate of Designation of Preferences, Rights and Limitations regulatory

"Subject to certain conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations"

pecuniary interest financial

"The Reporting Person disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein"

FAQ

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

What insider transaction did PCSA director Sheila Gujrathi report?

Sheila Gujrathi reported acquiring Series A Non-Voting Convertible Preferred Stock of Processa Pharmaceuticals on July 28, 2026. The awards were received as consideration in the Vidya Therapeutics merger and are convertible into Processa common stock subject to stated conditions.

How many Series A Preferred shares did Sheila Gujrathi acquire in PCSA?

Sheila Gujrathi acquired 70,811.877 Series A Preferred shares held directly and 12,311.279 shares held indirectly through SilverArc Private Fund I, L.P. These positions reflect merger consideration from the Vidya Therapeutics transaction, not open-market purchases.

What are the conversion terms of PCSA’s Series A Preferred Stock?

Each share of Processa’s Series A Non-Voting Convertible Preferred Stock is, subject to conditions, convertible into 1,000 shares of Processa common stock. The preferred stock has no expiration date, giving ongoing potential to convert into common shares under its terms.

How is SilverArc Private Fund I, L.P. involved in this PCSA Form 4?

An indirect holding of 12,311.279 Series A Preferred shares is recorded in the name of SilverArc Private Fund I, L.P.. Gujrathi is associated with the fund’s management entities but disclaims beneficial ownership except to the extent of any pecuniary interest.

How does the Vidya Therapeutics merger relate to these PCSA insider shares?

The reported Series A Preferred shares were received in exchange for Vidya Therapeutics common stock under a July 28, 2026 Agreement and Plan of Merger. Outstanding Vidya shares converted into rights to receive Processa Series A Preferred Stock at the agreed exchange ratio.

Was this PCSA insider transaction under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and the footnotes do not describe a trading plan. The acquisitions arose from the Vidya merger structure rather than discretionary open-market or plan-based trading activity.

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

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Available on EDGAR 07/30/2026 - 09:50 PM Accepted by SEC EDGAR 07/30/2026 - 09:49 PM Learn about SEC filing dates

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GUJRATHI SHEILA

(Last) (First) (Middle)

601 21ST STREET, SUITE 300

(Street)

VERO BEACH FLORIDA 32960

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2026

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

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

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

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
Series A Preferred Stock	(1)	07/28/2026		A(2)(3)		70,811.877		(1)	(1)	Common Stock	70,811.877	(2)(3)	70,811.877	D
Series A Preferred Stock	(1)	07/28/2026		A(2)(3)		12,311.279		(1)	(1)	Common Stock	12,311.279	(2)(3)	12,311.279	I	By SilverArc Private Fund I, L.P.(4)

Explanation of Responses:

1. Each share of Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock") is convertible into 1,000 shares of common stock of Processa Pharmaceuticals, Inc. (the "Company"). The Preferred Stock has no expiration date.

2. Received in exchange for shares of common stock of Vidya Therapeutics, Inc. ("Vidya") pursuant to an Agreement and Plan of Merger, dated July 28, 2026 (the "Merger Agreement"), by and among the Company, Vidya, Venus Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub I"), Venus Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Merger Sub II"), at an exchange ratio of 162.811 shares of Vidya common stock for each share of Company common stock.

3. Under the terms of the Merger Agreement, on July 28, 2026, Merger Sub I merged with and into Vidya, with Vidya surviving the first merger as a wholly owned subsidiary of the Company, and immediately following the first merger, Vidya merged with and into Merger Sub II, with Merger Sub II surviving the second merger as a wholly owned subsidiary of the Company (such mergers, the "Merger"). Upon the closing of the Merger, shares of outstanding common stock of Vidya converted into the right to receive shares of the Company's Series A Preferred Stock in accordance with the Merger Agreement. Subject to certain conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock, each share of Series A Preferred Stock is convertible into 1,000 shares of the Company's common stock.

4. The Reporting Person is Co-Portfolio Manager and has membership interest in SilverArc Private Capital I, LLC (Ultimate General Partner), SilverArc Private Capital I, LP (General Partner), and SilverArc Private Capital Management I, LP (Management Company) for SilverArc Private Fund I, L.P. The Reporting Person may not be deemed to have voting or investment power over the shares held of record by SilverArc Private Fund I, LP. The Reporting Person disclaims beneficial ownership of such securities held of record by SilverArc Private Fund I, L.P., except to the extent of any pecuniary interest therein.

	/s/ Sheila Gujrathi	07/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)