{"filing":{"accession_number":"0001493152-26-035099","cik":"0001533743","ticker":"PCSA","company_name":"Processa Pharmaceuticals, Inc.","form":"8-K","filing_date":"2026-07-29","report_date":"2026-07-23","primary_document":"form8-k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1533743/000149315226035099/form8-k.htm"},"events":[{"id":21411,"run_id":19312,"accession_number":"0001493152-26-035099","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Processa Pharmaceuticals completed a material merger with Vidya Therapeutics on July 28, 2026, acquiring Vidya's clinical-stage BTK inhibitor program (VT-7208) through a stock-for-stock transaction. Vidya shareholders received 558,398 shares of common stock and 142,744.100 shares of Series A Preferred Stock, with pre-transaction Processa shareholders diluted to approximately 0.9% post-transaction.","company_name":"Processa Pharmaceuticals, Inc.","ticker":"PCSA","filing_date":"2026-07-29","form":"8-K","submitted_at":null,"items":[{"id":21047,"accession_number":"0001493152-26-035099","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 1.01 discloses the entry into and consummation of a material merger agreement between Processa Pharmaceuticals and Vidya Therapeutics, completed on July 28, 2026. The transaction involves Processa acquiring Vidya's clinical-stage BTK inhibitor program (VT-7208) through a stock-for-stock merger, with Vidya shareholders receiving 558,398 shares of common stock and 142,744.100 shares of Series A Preferred Stock. The filing also describes a concurrent $200 million private placement financing. This is a classic material acquisition that fundamentally changes the registrant's asset base, pipeline, and ownership structure, with pre-transaction Processa shareholders diluted to approximately 0.9% post-transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:36:44.793587+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":21412,"run_id":19312,"accession_number":"0001493152-26-035099","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Processa completed a concurrent private placement of approximately $200 million in Series A convertible preferred stock (163,774.679 shares at $1,221.19 per share) to institutional investors under Section 4(a)(2), with PIPE investors owning approximately 52.6% of Processa on a fully-diluted basis post-closing.","company_name":"Processa Pharmaceuticals, Inc.","ticker":"PCSA","filing_date":"2026-07-29","form":"8-K","submitted_at":null,"items":[{"id":21048,"accession_number":"0001493152-26-035099","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered private placement of approximately $200 million in Series A convertible preferred stock (163,774.679 shares at $1,221.19 per share) issued to institutional investors in reliance on Section 4(a)(2). The press release confirms this is a concurrent PIPE financing with the Vidya acquisition, resulting in PIPE investors owning approximately 52.6% of Processa on a fully-diluted basis post-closing. This is a classic dilutive equity issuance raising substantial capital at a small-cap biotech company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:36:44.793587+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":21413,"run_id":19312,"accession_number":"0001493152-26-035099","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Sheila Gujrathi, M.D., was appointed to Processa's Board of Directors effective immediately after the merger closing on July 28, 2026, bringing extensive biopharmaceutical industry experience as part of the leadership changes resulting from the Vidya acquisition.","company_name":"Processa Pharmaceuticals, Inc.","ticker":"PCSA","filing_date":"2026-07-29","form":"8-K","submitted_at":null,"items":[{"id":21049,"accession_number":"0001493152-26-035099","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Item 5.02 discloses the appointment of Sheila Gujrathi, M.D., to Processa's Board of Directors effective immediately after the merger closing on July 28, 2026. While the filing also covers compensatory arrangements and governance matters (Item 5.03 on preferred stock designation), the principal action disclosed in Item 5.02 is the appointment of a director with extensive biopharmaceutical industry experience. This is material as it reflects leadership changes resulting from the Vidya acquisition and affects board composition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:36:44.793587+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":21047,"accession_number":"0001493152-26-035099","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 1.01 discloses the entry into and consummation of a material merger agreement between Processa Pharmaceuticals and Vidya Therapeutics, completed on July 28, 2026. The transaction involves Processa acquiring Vidya's clinical-stage BTK inhibitor program (VT-7208) through a stock-for-stock merger, with Vidya shareholders receiving 558,398 shares of common stock and 142,744.100 shares of Series A Preferred Stock. The filing also describes a concurrent $200 million private placement financing. This is a classic material acquisition that fundamentally changes the registrant's asset base, pipeline, and ownership structure, with pre-transaction Processa shareholders diluted to approximately 0.9% post-transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:36:44.793587+00:00","company_name":"Processa Pharmaceuticals, Inc.","ticker":"PCSA","filing_date":"2026-07-29"},{"id":21048,"accession_number":"0001493152-26-035099","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered private placement of approximately $200 million in Series A convertible preferred stock (163,774.679 shares at $1,221.19 per share) issued to institutional investors in reliance on Section 4(a)(2). The press release confirms this is a concurrent PIPE financing with the Vidya acquisition, resulting in PIPE investors owning approximately 52.6% of Processa on a fully-diluted basis post-closing. This is a classic dilutive equity issuance raising substantial capital at a small-cap biotech company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:36:44.793587+00:00","company_name":"Processa Pharmaceuticals, Inc.","ticker":"PCSA","filing_date":"2026-07-29"},{"id":21049,"accession_number":"0001493152-26-035099","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Item 5.02 discloses the appointment of Sheila Gujrathi, M.D., to Processa's Board of Directors effective immediately after the merger closing on July 28, 2026. While the filing also covers compensatory arrangements and governance matters (Item 5.03 on preferred stock designation), the principal action disclosed in Item 5.02 is the appointment of a director with extensive biopharmaceutical industry experience. This is material as it reflects leadership changes resulting from the Vidya acquisition and affects board composition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T11:36:44.793587+00:00","company_name":"Processa Pharmaceuticals, Inc.","ticker":"PCSA","filing_date":"2026-07-29"}]}