Processa Pharmaceuticals, Inc. 8K

Processa Pharmaceuticals closed a two-step merger to acquire Vidya Therapeutics for Processa common and Series A convertible preferred stock, supported by a $175 million preferred financing and structured as a tax-free reorganization.

On July 28, 2026, Processa Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with its wholly owned subsidiaries Venus Merger Sub I, Inc. and Venus Merger Sub II, LLC and Vidya Therapeutics, Inc., pursuant to which the transaction was closed contemporaneously with signing and structured as a two-step merger in which Merger Sub I merged with and into Vidya and, immediately thereafter, Vidya merged with and into Merger Sub II, resulting in Vidya becoming an indirect wholly owned subsidiary renamed Vidya Therapeutics Operating, LLC; as consideration, Vidya’s outstanding common stock (including shares issued on conversion of outstanding SAFEs and the assumption of Vidya stock options) will be converted into an aggregate of 558,398 shares of Processa common stock and 142,744.100 shares of newly created Series A Convertible Preferred Stock (subject to a 19.99% Nasdaq issuance cap and stockholder approval of a preferred conversion proposal), supported by lock-up and support agreements from key officers, directors and certain stockholders of both companies and a concurrent committed $175 million Series A preferred financing, with the parties intending the integrated mergers to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

Filing Facts

CIK

1533743

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-035099

Alert Tier

8