Processa Pharmaceuticals (PCSA) Proxy Filing summary

Executive summary

• Special Meeting called to vote on four key proposals: increasing authorized shares, a reverse stock split, amending the incentive plan, and potential adjournment to solicit more proxies if needed.

• Board unanimously recommends approval of all proposals to provide flexibility for future capital needs and maintain Nasdaq listing.

• Only stockholders of record as of August 7, 2025, are eligible to vote; each share equals one vote, with no cumulative voting.

Voting matters and shareholder proposals

• Proposal 1: Amend Certificate of Incorporation to increase authorized common stock from 100M to 1B shares, with no change to preferred stock.

• Proposal 2: Authorize a reverse stock split at a ratio between 1-for-2 and 1-for-50, at Board's discretion, to be effective by December 31, 2026.

• Proposal 3: Amend and restate the 2019 Omnibus Incentive Plan to increase shares reserved for equity awards by 10M and add an annual “evergreen” increase through 2035.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit proxies or establish a quorum.

Board of directors and corporate governance

• Board and management do not intend to present other business at the meeting; discretionary authority granted to proxies for unforeseen matters.

• Board recommends voting “For” all proposals and has considered potential anti-takeover effects but states no current takeover efforts are known.