Processa Pharmaceuticals, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Processa Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Processa Stockholders:

You are cordially invited to attend a Special Meeting of Stockholders of Processa Pharmaceuticals, Inc. (“Processa,” the “Company,” “we,” “our” or “us”), which will be held on Monday, November 30, 2026 at 10:00 a.m. Eastern Time (the “Special Meeting”), unless postponed or adjourned to a later date. To facilitate stockholder participation in the Special Meeting, the Special Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/PCSA2026SM. You will not be able to attend the meeting in person. The record date for the Special Meeting is October 21, 2026. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the Special Meeting or any adjournment thereof.

On July 28, 2026, we completed the merger with Vidya Therapeutics, Inc., a Delaware corporation (“Vidya”), in accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Venus Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub I”), Venus Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II”), and Vidya, pursuant to which Merger Sub I merged with and into Vidya, with Vidya surviving and becoming a wholly owned subsidiary of the Company (the “First Merger”), and, immediately following the First Merger, Vidya merged with and into Merger Sub II, with Merger Sub II surviving and remaining a wholly owned subsidiary of the Company (together with the First Merger, the “Merger”).

Under the terms of the Merger Agreement, following the closing of the Merger (the “Closing”), (i) the Company issued to the stockholders of Vidya an aggregate of 142,254.972 shares (the “Merger Preferred Shares”) of Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) (as described below), each share of which is convertible into 1,000 shares of the Company’s common stock, par value $0.0001 per share (“common stock”) (representing 142,254,972 shares on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations), subject to receipt of approval of the Conversion Proposal (as defined below) and the beneficial ownership limitations set by each holder, and (ii) all outstanding options to purchase Vidya common stock (the “Vidya Options”) were assumed by the Company and converted into options to purchase an aggregate of 1,047,524 shares of common stock.

In connection with the Merger, on July 28, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors named therein (the “Investors”), pursuant to which, on July 30, 2026 (the “PIPE Closing”), the Company issued and sold an aggregate of 163,774.679 shares of Series A Preferred Stock (the “PIPE Preferred Shares”) (representing 163,774,679 shares of common stock on an as-converted-to-common basis without giving effect to any beneficial ownership limitations), subject to receipt of approval of the Conversion Proposal and the beneficial ownership limitations set by each holder, at a price of $1,221.19 per share of Series A Preferred Stock for aggregate gross proceeds of approximately $200 million (such transaction, the “2026 Private Placement” and, together with the Merger and the other transactions and actions contemplated by the Merger Agreement, the “Merger Transactions”).

On July 27, 2026, the Company entered into an engagement letter (the “Tungsten Engagement Letter”) with Tungsten Partners LLC d/b/a Tungsten Advisors (“Tungsten”) and Finalis Securities, LLC (“Finalis”), pursuant to which Tungsten and Finalis provided financial advisory services to the Company in connection with the Merger. The Tungsten Engagement Letter provided for an advisory fee, a transaction success fee upon the closing of the Merger and the reimbursement of certain expenses, which were satisfied by the issuance of an aggregate of 544.551 shares of Series A Preferred Stock to service providers of Tungsten and to Finalis.

We expect that the issuance of our common stock upon conversion of the Series A Preferred Stock will result in a “Change of Control” for purposes of Nasdaq Listing Rule 5110(a). Accordingly, we expect to be required to satisfy the applicable Nasdaq initial listing criteria and complete Nasdaq’s initial listing process before holding a separate stockholder meeting to seek approval of the conversion of the Series A Preferred Stock (the “Conversion Special Meeting”).

Subject to the receipt of stockholder approval of Reverse Stock Split Proposal described below and other proposals we expect to put forth at the Conversion Special Meeting (the “Required Company Stockholder Matters”), each outstanding share of Series A Preferred Stock will automatically convert into 1,000 shares of common stock, subject to certain beneficial ownership limitations established by each holder. As a result of the transactions, immediately following the PIPE Closing, equityholders of the Company immediately prior to the Merger owned approximately 1.4% of the common stock of the Company, equityholders of Vidya immediately prior to the Merger owned approximately 46% of the common stock of the Company and the Investors in the 2026 Private Placement owned approximately 52.6% of the common stock of the Company, in each case, calculated on a fully-diluted, as-converted-to-common basis (and without giving effect to any beneficial ownership limitations) and based on the implied equity values of the Company and Vidya.

Pursuant to the Merger Agreement, we are required to use our reasonable best efforts to file an initial listing application with Nasdaq (the “Nasdaq Listing Application”) to the extent required by the Nasdaq Listing Rules and to cause such Nasdaq Listing Application to be conditionally approved prior to the date of the Special Meeting.

Accordingly, in order to help the Company meet the Nasdaq initial listing criteria, at this Special Meeting, we will ask our stockholders:

In connection with the execution of the Merger Agreement, the Company and Vidya entered into stockholder support agreements (the “Support Agreements”) with certain of the Company’s officers and directors (solely in their capacity as stockholders), representing approximately 3.6% of shares of common stock outstanding on the record date. The Support Agreements provide that, among other things, each of the parties thereto has agreed to vote or cause to be voted all of the shares of common stock owned by such stockholder in favor of the Reverse Stock Split Proposal at the Special Meeting, subject to and in accordance with the terms of the Support Agreements.

After careful consideration, the Board has unanimously determined to recommend that our stockholders vote “FOR” the Reverse Stock Split Proposal and “FOR” the Adjournment Proposal.

Shares of our common stock are currently listed on The Nasdaq Capital Market under the symbol “PCSA.” If the Reverse Stock Split Proposal presented at this Special Meeting and the remaining Required Company Stockholder Matters to be presented at the Conversion Special Meeting are approved, and our and our Nasdaq Listing Application is approved, it is expected that we will change our name to “Vidya Therapeutics, Inc.” and our common stock will trade on The Nasdaq Capital Market under the symbol “VDYA.”

More information about the Merger and the Required Company Stockholder Matters is contained in the accompanying proxy statement (the “Proxy Statement”). We urge you to read the Proxy Statement carefully and in its entirety.

Your vote is important. Whether or not you expect to attend the Special Meeting, please submit voting instructions for your shares promptly by using the directions on your proxy card, to vote by one of the following methods: (1) over the Internet before the Special Meeting at www.proxyvote.com and during the Special Meeting at www.virtualshareholdermeeting.com/PCSA2026SM, (2) by telephone by calling the toll-free number at 1-800-690-6903, or (3) by marking, dating, and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote online if you attend the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote online at the Special Meeting, you must obtain a proxy issued in your name from that record holder.

We thank you for your consideration and continued support.

Yours sincerely,

/s/ George Ng

George Ng

Chief Executive Officer

Vero Beach, Florida

This Proxy Statement is dated October 22, 2026 and is first being mailed to stockholders on or about October 22, 2026.

601 21st Street, Suite 300

Vero Beach, Florida 32960

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On November 30, 2026

Dear Stockholder:

The Special Meeting of stockholders of Processa Pharmaceuticals, Inc. (the “Company”) will be held on Monday, November 30, 2026 at 10:00 a.m. Eastern Time (the “Special Meeting”). To facilitate stockholder participation in the Special Meeting, the Special Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/PCSA2026SM. You will not be able to attend the meeting in person.

The meeting will be held for the following purposes:

These items of business are more fully described in the Proxy Statement accompanying this Notice. The Special Meeting will be held virtually through a live webcast. You will be able to attend the Special Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/PCSA2026SM and entering the Control Number included in your proxy card, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying Proxy Statement. You may log-in beginning at 9:45 a.m. Eastern Time, on Monday, November 30, 2026. The record date for the Special Meeting is October 21, 2026. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the meeting or any adjournment thereof.

By Order of the Board of Directors,

/s/ George Ng

George Ng

Chief Executive Officer

Vero Beach, Florida

October 22, 2026

On or about October 22, 2026, we expect to mail to our stockholders the Proxy Statement and proxy card.

Whether or not you expect to attend the virtual Special Meeting, please submit voting instructions for your shares promptly using the directions on your proxy card, to vote by one of the following methods: (1) over the Internet before the Special Meeting at www.proxyvote.com and during the Special Meeting at www.virtualshareholdermeeting.com/PCSA2026SM, (2) by telephone by calling the toll-free number 1-800-690-6903, or (3) by marking, dating, and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote online if you attend the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote online at the Special Meeting, you must obtain a proxy issued in your name from that record holder.