Processa Pharmaceuticals, Inc.

Understanding Processa’s Expected Capitalization

The transaction changed Processa’s expected capitalization. The table below summarizes the current common shares outstanding and the expected share count on an as-converted basis.

• Subject to stockholder approval and applicable beneficial ownership limitations. Excludes outstanding options, restricted stock units, warrants and any potential reverse stock split.

The approximately 2.8 million common shares currently trading represent only a small portion of the company’s expected share count after conversion of the preferred stock. We believe the approximately 309.3 million-share as-converted figure provides a more complete picture of Processa’s expected capital structure.

Over the course of the next few months, we will solicit stockholder approvals of several matters, including an approval to permit conversion of the Series A non-voting preferred stock that was issued in connection withthe Vidya acquisition andprivate placement into shares of common stock, and several other proposals to support continued compliance with Nasdaq listing standards, an increase to our equity incentive plans to help the company recruit and retain qualified talent, and matters necessary to continue operating as a public company.

We will be holding two separate special meetings and soliciting two separate stockholder votes. The proxy materials for each special meeting will set forth the specific proposals, the Board’s recommendations and the rationale for each recommendation, and detailed voting instructions. The definitive proxy materials for the first meeting were filed on October 22, 2026, and we have commenced mailing. Definitive proxy materials for the second special meeting are forthcoming. Once filed and delivered, we encourage stockholders to please read the definitive proxy materials carefully and in their entirety before voting. Stockholders will receive separate proxy materials for each special meeting and must vote separately at each: a vote cast at one special meeting will not count as, or substitute for, voting at the other.

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