07/30/2026 | Press release | Distributed by Public on 07/30/2026 19:50
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (1) | 07/28/2026 | A(2)(3) | 70,811.877 | (1) | (1) | Common Stock | 70,811.877 | (2)(3) | 70,811.877 | D | ||||
| Series A Preferred Stock | (1) | 07/28/2026 | A(2)(3) | 12,311.279 | (1) | (1) | Common Stock | 12,311.279 | (2)(3) | 12,311.279 | I | By SilverArc Private Fund I, L.P.(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GUJRATHI SHEILA 601 21ST STREET, SUITE 300 VERO BEACH, FL 32960 |
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| /s/ Sheila Gujrathi | 07/30/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each share of Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock") is convertible into 1,000 shares of common stock of Processa Pharmaceuticals, Inc. (the "Company"). The Preferred Stock has no expiration date. |
| (2) | Received in exchange for shares of common stock of Vidya Therapeutics, Inc. ("Vidya") pursuant to an Agreement and Plan of Merger, dated July 28, 2026 (the "Merger Agreement"), by and among the Company, Vidya, 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"), at an exchange ratio of 162.811 shares of Vidya common stock for each share of Company common stock. |
| (3) | Under the terms of the Merger Agreement, on July 28, 2026, Merger Sub I merged with and into Vidya, with Vidya surviving the first merger as a wholly owned subsidiary of the Company, and immediately following the first merger, Vidya merged with and into Merger Sub II, with Merger Sub II surviving the second merger as a wholly owned subsidiary of the Company (such mergers, the "Merger"). Upon the closing of the Merger, shares of outstanding common stock of Vidya converted into the right to receive shares of the Company's Series A Preferred Stock in accordance with the Merger Agreement. Subject to certain conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock, each share of Series A Preferred Stock is convertible into 1,000 shares of the Company's common stock. |
| (4) | The Reporting Person is Co-Portfolio Manager and has membership interest in SilverArc Private Capital I, LLC (Ultimate General Partner), SilverArc Private Capital I, LP (General Partner), and SilverArc Private Capital Management I, LP (Management Company) for SilverArc Private Fund I, L.P. The Reporting Person may not be deemed to have voting or investment power over the shares held of record by SilverArc Private Fund I, LP. The Reporting Person disclaims beneficial ownership of such securities held of record by SilverArc Private Fund I, L.P., except to the extent of any pecuniary interest therein. |