SEC Form DEFR14A filed by 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:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Materials Pursuant to §240.14a-12 |
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 the appropriate box): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Rules 14a-6(i)(1) and 0-11. |
7380 Coca Cola Drive, Suite 106
Hanover, MD 21076
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 28, 2024
Supplement No. 1 to
Definitive Proxy Statement dated April 29, 2024
On April 29, 2024, Processa Pharmaceuticals, Inc. (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission, which was distributed in connection with the Company’s Annual Meeting of Stockholders to be held on June 28, 2024. The Company is providing this supplement solely to provide the Pay Versus Performance Table and related disclosures:
Pay Versus Performance Table
In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we are providing the following disclosure regarding executive “compensation actually paid,” presented in a manner consistent with the rules applicable to smaller reporting companies. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our named executive officers (“NEOs”).
| Year | Summary Compensation Table Total for PEO (David Young) ($) (a) | Compensation Actually Paid to PEO (David Young) ($) (b) | Summary Compensation Table Total for PEO (George Ng) ($) (a) | Compensation Actually Paid to PEO (George Ng) ($) (b) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (c) | Average Compensation Actually Paid to Non-PEO NEOs ($) (d) | Value of Initial Fixed $100 Investment Based on the Total Shareholder Return of the Company ($) (e) | Net Income (Loss) ($ in millions) (f) | ||||||||||||||||||||||||
| 2023 | 108,876 | (16,297 | ) | 472,849 | 428,849 | 306,661 | 13,318 | 5 | (11,122 | ) | ||||||||||||||||||||||
| 2022 | 1,162,619 | 549,308 | N/A | N/A | 1,044,174 | 424,104 | 17 | (27,474 | ) | |||||||||||||||||||||||
| 2021 | 434,512 | 342,274 | N/A | N/A | 498,417 | 396,458 | 74 | (11,427 | ) | |||||||||||||||||||||||
| (a) | The principal executive officer (“PEO”) is David Young during 2021, 2022 and from January 1, 2023 through August 8, 2023. George Ng joined the Company on August 8, 2023. |
| (b) | Compensation actually paid (“CAP”) reflect the adjustments listed in the tables below to the amounts reported in the Summary Compensation Table for PEOs: |
David Young:
| Year | 2021 | 2022 | 2023 | |||||||||
| SCT Total Compensation ($) | 434,512 | 1,162,619 | 108,876 | |||||||||
| Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (347,012 | ) | (1,068,744 | ) | (15,426 | ) | ||||||
| Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 84,182 | 272,646 | 4,698 | |||||||||
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (13,183 | ) | (32,680 | ) | (1,919 | ) | ||||||
| Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | 196,923 | 249,153 | - | |||||||||
| Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | (13,148 | ) | (28,956 | ) | (112,526 | ) | ||||||
| Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | - | (4,730 | ) | - | ||||||||
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | - | - | |||||||||
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | - | - | |||||||||
| Compensation Actually Paid ($) | 342,274 | 549,308 | (16,297 | ) | ||||||||
George Ng:
| Year | 2023 | |||
| SCT Total Compensation ($) | 472,849 | |||
| Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (312,000 | ) | ||
| Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 268,000 | |||
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | - | |||
| Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | - | |||
| Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | - | |||
| Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | - | |||
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | |||
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | |||
| Compensation Actually Paid ($) | 428,849 | |||
| (c) | The following are included in the average figures shown: |
2021: Sian Bigora, Michael Floyd, Wendy Guy, Patrick Lin and James Stanker
2022: Sian Bigora, Michael Floyd, Wendy Guy, Patrick Lin and James Stanker
2023: David Young (from August 8, 2023 – December 31, 2023), Sian Bigora and James Stanker
| (d) | Compensation actually paid (CAP) to our non-PEO NEOs reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. |
| Year | 2021 | 2022 | 2023 | |||||||||
| Non-PEO NEOs | See column (c) note above | See column (c) note above | See column (c) note above | |||||||||
| SCT Total Compensation ($) | 498,417 | 1,044,174 | 306,661 | |||||||||
| Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (347,443 | ) | (935,747 | ) | (136,489 | ) | ||||||
| Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 84,182 | 272,646 | 41,567 | |||||||||
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (14,348 | ) | (32,650 | ) | (3,285 | ) | ||||||
| Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | 196,923 | 133,847 | - | |||||||||
| Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | (21,273 | ) | (53,436 | ) | (194,736 | ) | ||||||
| Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | - | (4,730 | ) | - | ||||||||
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | - | - | |||||||||
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | - | - | |||||||||
| Compensation Actually Paid ($) | 396,458 | 424,104 | 13,718 | |||||||||
| (e) | Total shareholder return is determined based on the value of an initial fixed investment of $100 in our common stock as of January 1, 2021. |
| (f) | Reflects “Net Income” in the company’s audited financial statement included in our Annual Reports on Form 10-K for each of the years ended December 31, 2021, 2022 and 2023. |
Pay Versus Performance Descriptive Disclosure
Below are graphs showing the relationship of “compensation actually paid” to our PEOs and non-PEO NEOs in 2021, 2022 and 2023 to (1) our TSR and (2) our net income.
This information should be considered part of the Company’s proxy materials. A notice of our meeting and how to vote your shares is provided below for your convenience.
