Processa Pharmaceuticals (PCSA) Proxy filing summary

Executive summary

• Merger with Vidya closed July 28, 2026; the $200 million gross PIPE closed July 30. The transaction was accounted for as an asset acquisition, with $175 million of acquired IPR&D expensed and no goodwill recognized.

• PIPE proceeds are expected to advance VT-7208 through Phase 2 data readouts: food allergy in H2 2027, chronic spontaneous urticaria in H1 2028 and relapsing multiple sclerosis in H2 2028.

• Immediately after the PIPE closing, pre-merger stockholders held 1.4%, former Vidya equityholders 46% and PIPE investors 52.6% on a fully diluted, as-converted basis, excluding ownership limits.

Voting matters and shareholder proposals

• Five proposals seek approval of conversion and option-exercise share issuance, PIPE conversion issuance, the 2027 Equity Incentive Plan, the 2027 ESPP and meeting adjournment; the Board recommends FOR all five.

• Conversion could issue up to 306,574,202 common shares from Series A Preferred Stock and 1,047,524 shares from Vidya Options, subject to holder-specific ownership limits; approval also lifts option exercise restrictions.

• The PIPE approval addresses Nasdaq’s minimum-price rule: preferred shares were sold at $1,221.19 each, equivalent to ~$1.22119 per common share, below the $2.568 five-day average before signing.

• Each proposal generally requires a majority of votes cast; abstentions and broker non-votes have no effect. The adjournment proposal can extend the meeting to seek votes or await Nasdaq listing approval.

• If required approvals remain outstanding, further votes are required at meetings at least every six months; failure to approve conversion within nine months of preferred issuance could expose the issuer to significant cash settlement payments.

Board of directors and corporate governance

• Sheila Gujrathi, M.D., joined the Board in connection with the merger; if approvals and Nasdaq listing approval are obtained, planned Board and management changes would exceed 20% of those serving immediately before the merger.

• Candidates for Board and management roles are being recruited; existing directors and executives are expected to continue serving until replacements are identified.

• If the required approvals and Nasdaq listing application are approved, a name change to Vidya Therapeutics, Inc. and ticker change from PCSA to VDYA are expected.