Processa Pharmaceuticals, Inc.
For the period ended Dec 31, 2025. Filed Mar 18, 2026.
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FY2025 · Filed Mar 18, 2026
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of Processa Pharmaceuticals, Inc.
Vero Beach, Florida
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Processa Pharmaceuticals, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt of the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred net losses since its inception which has resulted in a cumulative deficit as of December 31, 2025 that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Critical Audit Matter Description
As of December 31, 2025, the Company held digital assets consisting of Chiliz (“CHZ”) tokens, which are classified as crypto digital assets. The Company’s digital assets are measured at fair value at each reporting date, with changes in fair value recognized in the consolidated statement of operations. We identified the accounting for and valuation of the Company’s digital assets as a critical audit matter because of (i) the significant judgment required to determine the appropriate fair value of CHZ tokens, (ii) the high volatility and evolving nature of digital asset markets, (iii) the use of third-party custodians and blockchain-based records to evidence existence and rights, and (iv) the complexity and evolving regulatory environment surrounding digital assets.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the accounting for and valuation of the Company’s CHZ digital assets included, among others:
| ● | We evaluated management’s accounting conclusions related to the classification and measurement of CHZ tokens, including consistency with the applicable accounting guidance and the Company’s disclosed accounting policies. |
| ● | We tested the existence of the digital assets by inspecting blockchain records and confirming digital asset balances held in wallets controlled by, or on behalf of, the Company as of the reporting date. |
| ● | We evaluated the Company’s determination of fair value by assessing the appropriateness of the principal market selected, the pricing sources used, and the consistency of prices with observable market data for CHZ tokens at the measurement date. |
/s/Cherry Bekaert LLP
We have served as the Company’s auditor since 2024.
Tampa, Florida
March 18, 2026
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