v3.26.1
Organization and Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
Organization and Summary of Significant Accounting Policies

Note 1 – Organization and Summary of Significant Accounting Policies

 

Organization

 

On July 28, 2026, Processa Pharmaceuticals, Inc. (the “Company,” “we,” “us,” and “our”) acquired Vidya Therapeutics, Inc. (“Vidya”) pursuant to the terms of an Agreement and Plan of Merger, dated as of July 28, 2026 (such agreement, the “Merger Agreement” and the transaction consummated via Merger Agreement, the “Vidya Acquisition”) by and among our company, Venus Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, Venus Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, and Vidya (see Note 9). The accompanying unaudited condensed financial statements do not give effect to our acquisition of Vidya.

 

The Vidya Acquisition brought into our pipeline Vidya’s lead asset, VT-7208, an orally available, covalently binding, irreversible, CNS-penetrant Bruton’s tyrosine kinase inhibitor (“BTKi”) rationally designed to optimize for selectivity, potency, and tolerability. In connection with the Vidya Acquisition, we received $200 million in gross proceeds from a private placement financing of shares of our non-voting convertible preferred stock. We intend to use the net proceeds of $183.3 million from the private placement to fund operations into the second half of 2029 and through key clinical milestones, including top-line data from Phase 2 proof-of-concept studies for food allergy, chronic spontaneous urticaria (“CSU”), and relapsing multiple sclerosis (“RMS”).

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (“SEC”) on Form 10-Q and Article 8 of Regulation S-X.

 

Accordingly, they do not include all the information and disclosures required by U.S. GAAP for complete financial statements. All material intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position and of the results of operations and cash flows for the periods presented. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for any other interim period or for the full year.

 

Liquidity

 

As of June 30, 2026 our net assets were not sufficient to fund our future operations. However, on July 30, 2026 we closed a private placement, as described in Note 9, for gross proceeds of $200 million from which we received net proceeds of $183.3 million. Management believes that with these funds our liquid assets are sufficient to meet obligations for at least one year from the issuance date of these financial statements.

 

Use of Estimates

 

In preparing our condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP and pursuant to the rules and regulations of the SEC, we make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to preclinical and clinical trial expenses, stock-based compensation, intangible assets, future milestone payments and income taxes. These estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While we believe the estimates to be reasonable, actual results could differ materially from those estimates and could impact future results of operations and cash flows.

 

 

Digital Assets

 

Our digital assets consist of Chiliz (CHZ) tokens and we have accounted for it in accordance with ASC 350-60, Intangibles – Goodwill and Other – Crypto Assets (“ASC 350-60”). We initially recorded the digital assets at cost and have subsequently remeasured at fair value as of the balance sheet date with changes in fair value recognized as unrealized gain or losses in the condensed consolidated statement of operations. During the six months ended June 30, 2026, we sold 11,000,000 CHZ coins for $186,000 and recognized a realized loss of $159,005 related to the sale. We will continue to recognize any realized gains or losses in the consolidated statement of operations based on the fair value of the digital assets on the date of sale or derecognition.

 

Income Taxes

 

We account for income taxes in accordance with ASC Topic 740, Income Taxes. Deferred income taxes are recorded for the expected tax consequences of temporary differences between the basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. At June 30, 2026 and December 31, 2025, we recorded a valuation allowance equal to the full recorded amount of our net deferred tax assets since it is more-likely-than-not that such benefits will not be realized. The valuation allowance is reviewed quarterly and is maintained until sufficient positive evidence exists to support its reversal.

 

Under ASC 740-270 Income Taxes – Interim Reporting, we are required to project our annual federal and state effective income tax rate and apply it to the year-to-date ordinary operating tax basis loss before income taxes. Based on the projection, no current income tax benefit or expense is expected for 2026 and the foreseeable future since we expect to generate taxable net operating losses.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of our cash and cash equivalents. We utilize only well-established banks and financial institutions with high credit ratings. Balances on deposit are insured by the Federal Deposit Insurance Corporation (FDIC) up to specified limits. While total cash held by our banks at June 30, 2026 did not exceed FDIC limits, recent private placement net proceeds of $183.3 million (see Note 9) have caused cash balances to exceed FDIC limits.

 

Recent Accounting Pronouncements

 

From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”). We have implemented all new accounting pronouncements that are in effect and that may impact our condensed consolidated financial statements. We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our condensed consolidated financial position or results of operations.