Processa Pharmaceuticals (PCSA) Proxy filing summary

Executive summary

• Vidya merger closed July 28, 2026; 142,254.972 Series A preferred shares were issued to Vidya holders, convertible into 142,254,972 common shares subject to a separate stockholder approval and holder ownership limits.

• The July 2026 private placement issued 163,774.679 Series A preferred shares at $1,221.19 each for approximately $200 million gross proceeds; 544.551 preferred shares were issued for financial advisory services.

• On a fully diluted, as-converted basis after the transactions, pre-merger holders represented 1.4% ownership, former Vidya holders 46%, and private-placement investors 52.6%.

• If required approvals and Nasdaq listing approval are obtained, a future name change to Vidya Therapeutics, Inc. and ticker change from PCSA to VDYA are expected.

Voting matters and shareholder proposals

• Proposal 1 seeks authority 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 Special Meeting.

• Proposal 2 seeks approval to adjourn or postpone the Special Meeting, if needed, to continue soliciting votes on the reverse split.

• The Board unanimously recommends FOR both proposals; approval requires a majority of votes cast, while abstentions have no effect.

• The reverse split is treated as a routine matter, so brokers may vote uninstructed shares; no broker non-votes are expected.

• The current meeting does not seek approval of the merger or preferred conversion; a separate conversion vote is planned after Nasdaq listing criteria are met and conditional listing approval is obtained.

Board of directors and corporate governance

• The Board adopted resolutions on September 30, 2026 approving the proposed reverse-split amendment; it may choose any ratio in the stated range or abandon the amendment before filing.

• Support agreements with certain officers and directors require their shares to be voted in favor of the reverse split, subject to the agreement terms.

• Common stockholders have one vote per share and no cumulative voting or preemptive rights; director elections generally use plurality voting.

• Bylaws impose advance-notice requirements for stockholder nominations and proposals; Delaware courts are the designated forum for specified internal-affairs claims.