Processa Pharmaceuticals (PCSA) M&A announcement summary

Deal rationale and strategic fit

• Acquisition brings a next-generation, CNS-penetrant BTK inhibitor, VT-7208, into the pipeline, targeting immune-mediated and neuroinflammatory diseases including food allergy, CSU, and RMS.

• Enables parallel advancement of three clinical programs, accelerating development timelines and addressing significant unmet needs in large patient populations.

• Strategic focus on leveraging validated BTK biology and differentiated chemistry for broad pipeline potential and value creation.

Financial terms and conditions

• Structured as a stock-for-stock transaction, exchanging Vidya equity for Processa common and Series A non-voting convertible preferred stock.

• Concurrent $200 million private placement at $1,221.19 per preferred share, closing July 30, 2026, with proceeds funding operations into the second half of 2029 and through multiple clinical milestones.

• Post-transaction, legacy shareholders own 0.9%, Vidya holders 46.0%, and new investors 52.6% of common stock on a fully diluted basis.

• Shareholder vote to convert Series A preferred stock into common stock anticipated in Q4 2026, subject to Nasdaq rules.

Synergies and expected cost savings

• Capital-efficient plan and combined resources enable simultaneous progression of multiple Phase 2 studies, optimizing resource allocation and reducing time to key milestones.

• Parallel proof-of-concept studies and clear regulatory pathways allow for faster validation and potential expansion.