Processa Pharmaceuticals Inc SEC Filings

A Schedule 13G filing reveals that CVI Investments and Heights Capital Management have acquired a significant 9.9% stake in Processa Pharmaceuticals, holding 2,663,078 shares. The position consists of 2,200,000 common shares and additional warrants.

Key details of the investment:

• CVI Investments (Cayman Islands) and Heights Capital Management (Delaware) share voting and dispositive power over all shares
• Heights Capital Management serves as investment manager to CVI Investments
• Ownership includes pre-funded warrants and other warrants with a 9.99% exercise limitation
• Total outstanding shares reported as 26,194,356 as of June 18, 2025

The filing confirms the securities were not acquired to influence control of Processa Pharmaceuticals. The transaction appears to be a passive investment, with both entities filing jointly through their authorized representative Sarah Travis on June 24, 2025.

3i, LP, 3i Management LLC and Maier Joshua Tarlow have filed a Schedule 13G reporting aggregate beneficial ownership of 1,681,944 Processa Pharmaceuticals (PCSA) common shares, equal to 4.9 % of the outstanding stock. The shares are issuable on exercise of warrants obtained in the June 2025 public offering and are subject to a 4.99 % ownership blocker.

The filing constitutes an exit filing; all other securities acquired in the offering have been disposed, reducing the group’s holdings below the 5 % reporting threshold. Voting and dispositive power over the warrants is shared among the three reporting persons.

Schedule 13G Overview: Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC (the “Reporting Persons”) disclosed a collective 9.99 % beneficial ownership in Processa Pharmaceuticals Inc. (PCSA) common stock as of 20 June 2025.

Current Position (3,018,238 shares):

• 2,430,000 shares held outright by Intracoastal
• 260,000 shares issuable on exercise of Intracoastal Warrant 1
• 328,238 shares issuable on exercise of Intracoastal Warrant 2

The stake is calculated against a reference total of 30,807, (11,884,356 pre-transaction shares plus shares issued/issuable in connection with the Securities Purchase Agreement (“SPA”) executed on 17 June 2025).

Warrant Structure & Blockers: Both Intracoastal warrants contain a 9.99 % ownership blocker that prevents exercises which would push the Reporting Persons’ combined holding above that threshold. Absent these blockers, the group could control up to 10,000,000 shares.

Securities Purchase Agreement Highlights: • 1,310,000 new shares issued to Intracoastal at closing • Two warrants (Warrant 1 & Warrant 2) issued concurrently. The SPA and subsequent warrant exercises are the primary drivers of the current 9.99 % position.

Regulatory Classification: Kopin and Asher are individuals (HC, IN), while Intracoastal is a Delaware LLC (OO). The filing is made under Rule 13d-1(c).

Processa Pharmaceuticals, Inc. (Nasdaq: PCSA) filed an 8-K disclosing a capital raise that closed on 18 Jun 2025. The company entered into Securities Purchase Agreements with accredited investors for a best-efforts registered public offering consisting of (i) 14.31 million common shares, (ii) 13.69 million pre-funded warrants and (iii) 28 million five-year common warrants, all priced at a combined $0.25 per share (or $0.2499 when issued as a pre-funded warrant).

Key commercial terms

• Common Warrants: exercise price $0.25, immediately exercisable, expire five years from issuance.
• Pre-Funded Warrants: exercise price $0.0001, immediately exercisable until fully exercised.
• Placement Agent: H.C. Wainwright & Co. receives 7.0% cash fee on gross proceeds, up to $165,950 in expenses, and 1.12 million placement-agent warrants at $0.3125.
• Gross proceeds: approximately $6.3 million, before fees and expenses; additional proceeds possible upon warrant exercise.

Use of proceeds: fund the Phase 2 clinical trial of NGC-Cap and for general working capital.

Lock-up & issuance restrictions:

• No issuance of equity or equivalents for 60 days.
• No ATM, equity-line or variable-rate transactions for six months, except certain transactions with the Placement Agent after 90 days.

The securities were issued under the company’s effective S-1 (Reg. No. 333-287997). Exhibits include the forms of warrants, the purchase agreement and the related press release.

Investor takeaways: The raise strengthens near-term liquidity and advances a core clinical asset, but could increase the fully-diluted share count by up to ~57 million shares, representing meaningful dilution at a discounted price point.