Processa Pharmaceuticals (NASDAQ: PCSA) director awarded Series A preferred in Vidya 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.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
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 shares (Direct);
Series A Preferred Stock — 12,311.279 shares (Indirect, By SilverArc Private Fund I, L.P.)
Footnotes (4)
- 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.
- 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.
- 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.
- 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"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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.
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.