The filing describes an amendment to the company's incentive plan, not a management change.

The PIPE Securities to be issued and sold on the Financing Closing Date and shares of Common Stock and Series A Preferred Stock issued pursuant to the Merger Agreement were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof. Each of the Investors represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the PIPE Securities for investment only and not with a view towards, or for resale…

Completion of Acquisition or Disposition of Assets. On July 28, 2026, the Company completed its acquisition of Vidya pursuant to the Merger Agreement. The information contained in

Director — Sheila Gujrathi: Dr. Sheila Gujrathi was appointed to the Board of Directors as part of a Merger Agreement.

by reference. Shares of Common Stock held by holders thereof immediately prior to the First Effective Time (as defined in the Merger Agreement) remained outstanding and were unaffected by the Merger. Immediately following the consummation of the Merger but prior to giving effect to the Financing (as defined below), assuming the conversion of shares of Series A Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock (without giving effect to any beneficial ownership…

Termination of a Material Definitive Agreement. On July 23, 2026, the Company terminated its License Agreement, dated August 23, 2020 (the “ Elion License Agreement ”), with Elion Oncology, Inc. (“ Elion ”) to commercialize PCS6422, which is also referred to as NGC-Cap and was the Company’s only Next Generation cancer therapy that had reached a Phase 2 trial, by entering into a settlement (the “ Settlement ”) with Elion. Pursuant to the Settlement, the parties agreed to settle all claims in r…

Chief Development and Regulatory Officer — Dr. Sian Bigora: Dr. Bigora is transitioning to a part-time role as she moves toward retirement.

Termination of a Material Definitive Agreement. On February 12, 2026, Processa Pharmaceuticals, Inc.’s (the “Company”) Binding Term Sheet dated June 17, 2025 (the “Term Sheet”) with Intact Therapeutics regarding PCS12852 expired without the execution of a definitive license agreement and without the entry into the related proposed amendment to the License Agreement with Yuhan Corporation. Neither party to the Term Sheet has any additional obligations under the agreement following its expiration.

Material Modification to Rights of Security Holders To the extent required by

Unregistered Sales of Equity Securities The matters described in

Entry into a Material Definitive Agreement. On August 4, 2025, Processa Pharmaceuticals, Inc. (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreement”) for a private placement with an accredited investor wherein the Company sold 5,467,181 restricted shares of common stock at a purchase price of $0.23 per share for approximately $1.3 million in gross proceeds (the “Offering”), before deducting Placement Agent fees and other expenses related to the Offeri…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard. As previously disclosed on Form 8-K filed on February 4, 2025, Processa Pharmaceuticals, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the previous 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requiremen…

Entry into a Material Definitive Agreement. On August 4, 2025, Processa Pharmaceuticals, Inc. (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreement”) for a private placement with an accredited investor wherein the Company sold 5,467,181 restricted shares of common stock at a purchase price of $0.23 per share for approximately $1.3 million in gross proceeds (the “Offering”), before deducting Placement Agent fees and other expenses related to the Offeri…

Unregistered Sales of Equity Securities The matters described in

Other Events. On July 25, 2025, Processa Pharmaceuticals, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement to its Registration Statement on Form S-3 (Registration No. 333-279588) permitting the Company to sell $5,239,073 shares of the Company’s common stock pursuant to its equity distribution agreement with A.G.P. / Alliance Global Partners. As of the date of the prospectus supplement, the Company had offered and sold $1,546,338 shares of the Comp…

Entry into a Material Agreement. On June 27, 2025, Processa Pharmaceuticals, Inc. (the “Company”) invoked its right to terminate the Licensing Agreement between Ocuphire Pharma, Inc., (now Opus Genetics) dated June 16, 2021.

Entry into a Material Agreement. On June 24, 2025, Yuhan executed Amendment No. 1 to the Yuhan agreement with such amendment being effective as of June 11, 2025. The Amendment was in connection with the entry into the term sheet, on June 17, 2025 with Intact Therapeutics.

Entry into a Material Definitive Agreement. On June 17, 2025, Processa Pharmaceuticals, Inc. (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreement”) with accredited investors pursuant to which the Company sold, in a best efforts registered public offering (the “Offering”), (i) 14,310,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) Pre-Funded Warrants to purchase up to 13,690,000 shares of…

Entry into a Material Agreement. On June 17, 2025, Processa Pharmaceuticals, Inc. (the “Company”) entered into a Binding Term Sheet (the “Term Sheet”) with Intact Therapeutics. (“Intact”), granting Intact the exclusive option to license PCS12852, a highly specific and potent 5HT4 agonist that is Phase 2B ready as potentially the first meaningful treatment for diabetic gastroparesis patients. Upon execution of the Term Sheet, the Company received a non-refundable standstill payment of $20,000…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard. On February 4, 2025, Processa Pharmaceuticals, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the previous 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capi…

Entry into a Material Definitive Agreement. On January 27, 2025, Processa Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a healthcare focused institutional investor pursuant to which the Company agreed to sell and issue, in a reasonable best efforts registered public offering (the “Offering”), (i) 1,030,972 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) S…

Entry into a Material Definitive Agreement. (a) Resignation of Independent Registered Public Accounting Firm. On October 31, 2024, BD & Company., Inc. (“BD & Co”) merged in Citrin Cooperman and resigned as the Company’s independent registered public accounting firm. During the Company’s two most recent fiscal years ended December 31, 2023 and December 31, 2022 and during the subsequent interim period from January 1, 2024 through October 31, 2024, (i) there were no disagreements with BD & Co o…

Other Event. On August 28, 2024, Processa Pharmaceuticals, Inc., (The “Company”) issued a press release providing updates on its product pipeline, upcoming milestones and business activities, and reports financial results for the three and six months ended June 30, 2024. Safe Harbor Statement Information provided in this Current Report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking stateme…

Other Event. On July 30, 2024, Processa Pharmaceuticals, Inc., (The “Company”) issued a press release announcing FDA clearance of IND application for a Phase 2 clinical trial of NGC-Cap in breast cancer. Safe Harbor Statement Information provided in this Current Report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1…

of this current report, including Exhibit 99.1 attached hereto, is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934. Safe Harbor Statement Information provided in this Current Report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements ge…