Processa Pharmaceuticals (PCSA) Proxy filing summary

Executive summary

• July acquisition of Vidya and concurrent ~$200 million private placement set a strategic focus on immunological and inflammatory diseases, led by VT-7208.

• Private placement generated $183.3 million in net proceeds, expected to fund operations into H2 2029 and the planned Phase 2 proof-of-concept program in three indications.

• VT-7208 is an oral, once-daily BTK inhibitor designed to reach the immune system and central nervous system; FDA cleared the IND for its planned Phase 2 CSU trial.

• A second pipeline program is an oral macrocyclic peptide FcRn antagonist being advanced through a research collaboration and exclusive option agreement with Generian Pharmaceuticals.

Voting matters and shareholder proposals

• Two special meetings will have separate proxy materials and separate votes; a vote at one meeting does not count at or replace a vote at the other.

• Proposed matters include approval to convert Series A non-voting preferred stock into common shares, proposals supporting Nasdaq compliance, an equity incentive plan increase, and matters needed to continue public-company operations.

• Definitive materials for the first meeting were filed October 22, 2026, and mailing began; materials for the second meeting were forthcoming.

Board of directors and corporate governance

• Dr. Sheila Gujrathi was appointed Executive Chair of the Board.

• Leadership additions: Gregory J. Flesher, COO; Craig Coburn, Ph.D., EVP and Head of Research; Ashley Hall, J.D., EVP of Development; and Michael P. Cruse, EVP of Business Operations.

• Coburn helped invent VT-7208, providing continuity from the program’s origins through its next clinical-development stage.