Processa Pharmaceuticals (PCSA) Proxy Filing summary

Executive summary

• Special Meeting scheduled for September 2, 2025, to vote on four key proposals, including increasing authorized shares, a reverse stock split, amending the incentive plan, and potential adjournment to solicit more proxies if needed.

• Board unanimously recommends voting in favor of all proposals, citing flexibility for future capital needs and compliance with Nasdaq listing requirements.

• Proxy materials are primarily distributed electronically, with voting available online or by mail.

Voting matters and shareholder proposals

• Proposal 1: Increase authorized common stock from 100,000,000 to 1,000,000,000 shares to support future capital raising and potential strategic initiatives.

• Proposal 2: Authorize a reverse stock split (1-for-2 to 1-for-50) at Board discretion, aiming to maintain Nasdaq listing and improve stock price.

• Proposal 3: Amend and restate the 2019 Omnibus Incentive Plan to add 10,000,000 shares and introduce an annual “evergreen” increase, supporting talent retention and competitive compensation.

• Proposal 4: Allow adjournment of the meeting to solicit additional proxies if necessary to pass key proposals or establish a quorum.

Board of directors and corporate governance

• Board and management do not anticipate presenting any business other than the four proposals.

• Board members and executive officers are eligible for awards under the incentive plan and have disclosed their beneficial ownership.

• Stockholders may communicate with the Board via the Corporate Secretary.