Processa Pharmaceuticals (PCSA) Proxy filing summary

Executive summary

• July acquisition of Vidya and concurrent private placement of ~$200 million from institutional healthcare investors established an immunology and inflammation strategy led by VT-7208.

• Financing generated ~$183.3 million in net proceeds and is expected to fund operations into 2H 2029, including Phase 2 proof-of-concept programs in three initial indications.

• VT-7208 is an oral, once-daily BTK inhibitor designed to reach systemic and central nervous system targets; initial indications are food allergy, CSU and relapsing MS.

• FDA cleared the IND for the planned CSU Phase 2 trial; the letter describes this as the first regulatory milestone, with further clinical milestones ahead.

• A second oral macrocyclic-peptide FcRn antagonist program is advancing 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 votes; a vote at one meeting does not count for or replace a vote at the other.

• Proposals include a reverse stock split to maintain Nasdaq listing compliance, conversion of Series A non-voting preferred stock into voting common stock, and an equity incentive plan increase.

• Definitive proxy materials for the reverse-split meeting were filed October 22, 2026, and mailing began; the acquisition-related meeting had a preliminary proxy filed, with definitive materials forthcoming.

• Other proposals are intended to support continued Nasdaq compliance and ongoing public-company operations; proxy materials will provide Board recommendations and voting instructions.

Board of directors and corporate governance

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

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

• Craig Coburn helped invent VT-7208, providing continuity from the program’s origins into clinical development; Flesher is expected to lead the next stage of growth.