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

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☐	Preliminary Proxy Statement
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☐	Definitive Proxy Statement
☒	Definitive Additional Materials
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Processa Pharmaceuticals, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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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.