Processa Pharmaceuticals Completes Merger to Acquire Vidya; Board Addition

What Happened
Processa Pharmaceuticals, Inc. (Processa) announced in an 8-K that it completed a merger to acquire Vidya Therapeutics, Inc. on July 28, 2026. The acquisition closed under an Agreement and Plan of Merger that caused Vidya to become a wholly owned subsidiary of Processa through a two-step merger structure intended to qualify as a tax‑free reorganization. At closing, Processa issued 558,398 shares of its common stock and 142,744.100 shares of newly designated Series A Non‑Voting Convertible Preferred Stock to Vidya stockholders; each Series A preferred share is convertible into 1,000 shares of common stock subject to Processa stockholder approval of the conversion proposal. Processa also filed a Certificate of Designation for the Series A Preferred Stock on July 28, 2026 and issued a press release and Vidya investor presentation on July 29, 2026.

Key Details

• Acquisition closed: July 28, 2026; Vidya became a wholly owned subsidiary of Processa.
• Securities issued at closing: 558,398 common shares and 142,744.100 shares of Series A Non‑Voting Convertible Preferred Stock (convertible 1,000:1 pending stockholder approval).
• License termination & settlement: On July 23, 2026, Processa terminated its August 23, 2020 license with Elion Oncology for PCS6422, returned the PCS6422 program to Elion, exchanged mutual releases, and agreed to pay Elion $650,000 toward legal/out‑of‑pocket costs.
• Contingent equity grant: If a NewCo holding PCS499, PCS11‑T and/or PCS12852 is formed or spun out within 365 days, Elion will receive a non‑voting equity interest equal to 7.5% of the fully diluted pre‑money capitalization of that NewCo.
• Board change: Sheila Gujrathi (founder and former Executive Chair of Vidya) was appointed to Processa’s board effective July 28, 2026.

Why It Matters
The merger brings Vidya’s assets and management into Processa and expands Processa’s corporate and scientific footprint. Investors should note the equity issued to Vidya stockholders (common and a large‑conversion‑ratio preferred) and the pending stockholder vote required to convert the Series A preferred into common shares, which could meaningfully affect share count if approved. The termination of the PCS6422 license returns that program to Elion but preserves Processa’s rights to continue developing other pipeline assets (notably PCS499, PCS11‑T and PCS12852), with a possible equity carry for Elion if a NewCo is formed within one year. The $650,000 payment to Elion is a known near‑term cash obligation disclosed in the settlement.