Processa Pharmaceuticals (PCSA) Proxy filing summary

Executive summary

• Merger with Vidya closed July 28, 2026; merger consideration included 142,254.972 Series A preferred shares, each convertible into 1,000 common shares subject to later approval and ownership limits.

• A concurrent private placement issued 163,774.679 Series A preferred shares for approximately $200 million in gross proceeds; post-financing ownership was 1.4% for pre-merger holders, 46% for former Vidya holders and 52.6% for investors.

• A special meeting is set for November 30, 2026, to vote on a reverse split and possible adjournment; a separate future meeting is planned for preferred conversion approval after Nasdaq listing steps.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a 1-for-3 to 1-for-9 reverse split, with the Board selecting the ratio and effective date within one year of the meeting; authorized shares would not be reduced.

• Proposal 2 would authorize adjournment or postponement, if needed, to continue soliciting votes on the reverse split; the Board unanimously recommends FOR both proposals.

• Approval requires a majority of votes cast for each proposal; abstentions have no effect, and brokers may vote uninstructed shares on the reverse split as a routine matter.

• Officers and directors party to support agreements, representing approximately 3.6% of record-date common shares, agreed to vote for the reverse split.

Board of directors and corporate governance

• The Board adopted the proposed charter amendment on September 30, 2026, and retains sole discretion to set the split ratio or abandon the split before filing the amendment.

• The Board recommends the reverse split to support Nasdaq initial listing criteria, including the $4.00 minimum market-price requirement, ahead of a later preferred-conversion vote.