Processa Pharmaceuticals Inc SEC Filings

Processa Pharmaceuticals (PCSA) disclosed that two reporting persons—CVI Investments, Inc. and Heights Capital Management, Inc.—beneficially own 4,471,067 shares, representing 9.9% of the company’s common stock. The reported position consists of shares issuable upon exercise of warrants and is subject to an exercise limitation so that ownership would not exceed 9.99%. Heights Capital Management serves as investment manager to CVI Investments and may exercise shared voting and dispositive power over the reported shares, while each reporting person disclaims other beneficial ownership except for pecuniary interest. The filing names the total outstanding share count as 40,284,356 as of June 30, 2025.

Processa Pharmaceuticals (Common Stock) disclosure shows HX Entertainment Ltd acquired 5,467,181 shares, representing approximately 10.9% of the outstanding common stock, for an aggregate purchase price of about $1,243,784 at roughly $0.2275 per share. The shares were acquired under a Securities Purchase Agreement as restricted securities and HX reports sole voting and dispositive power over all shares. HX states funds came from its working capital and investment funds, with no borrowing or pledging of issuer securities. HX describes the purchase as a strategic investment and reserves the right to acquire or dispose of additional securities, engage with management or the board, seek board representation, or propose changes to the issuer's capitalization or strategy, including its cryptocurrency treasury initiatives.

Processa Pharmaceuticals (PCSA) is asking shareholders to approve four proposals at a Special Meeting on September 2, 2025: increase authorized common shares from 100,000,000 to 1,000,000,000, grant the Board discretionary authority to implement a reverse stock split at a ratio between 1-for-2 and 1-for-50 effective no later than December 31, 2026, amend and restate the 2019 Omnibus Incentive Plan to add 10,000,000 immediate shares and an annual evergreen provision, and authorize adjournment as needed.

The Board recommends a vote FOR all proposals. As of August 7, 2025 the company had 50,349,149 shares outstanding and had reserved 43,212,134 shares for exercise of options and warrants. The Charter increase is presented to provide flexibility to raise capital (including a contemplated cryptocurrency treasury strategy) without further stockholder approval. The Reverse Split is intended to help address a Nasdaq minimum bid-price deficiency and avoid potential delisting, while the Incentive Plan expansion is described as necessary to continue competitive equity grants but would materially increase potential dilution.

Processa Pharmaceuticals (PCSA) disclosure shows three reporting persons—Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC—hold economic and voting interests tied to a warrant that is exercisable into 2,907,250 shares of common stock, representing 9.99% of the class on the stated share count basis. The position is recorded as shared voting and shared dispositive power; none of the reporting persons claim sole voting or dispositive power.

The filing notes a blocker provision in the Intracoastal warrant that prevents exercise to the extent it would cause beneficial ownership to exceed 9.99%; the document states that without that blocker the reporting persons may be deemed to beneficially own 5,000,000 shares. The statement includes signed certifications by the reporting persons confirming the disclosure.

Processa Pharmaceuticals, Inc. received a notice from Nasdaq that its common stock had closed below the $1.00 minimum bid-price requirement for 30 consecutive business days. Nasdaq has granted the company a second 180-day compliance period that runs until February 2, 2026 to regain compliance. Nasdaq noted the company meets the continued listing requirement for market value of its publicly held shares and all other initial listing standards except the minimum bid price. If the closing bid price reaches at least $1.00 for a minimum of 10 consecutive business days during the period, Nasdaq will confirm compliance. The company’s common stock remains listed and traded on The Nasdaq Capital Market, and the company said it will consider a reverse stock split if necessary to cure the deficiency.

Processa Pharmaceuticals, Inc. is soliciting proxies for a Special Meeting to approve four proposals: an increase in authorized common stock from 100,000,000 to 1,000,000,000, a Board-discretionary reverse stock split at a ratio of 1-for-2 to 1-for-50, an amendment and restatement of the 2019 Omnibus Incentive Plan to add 10,000,000 shares (to total 10,800,000) plus an annual evergreen of up to 5% of fully-diluted shares through 2035, and an adjournment proposal.

Only holders of record on August 7, 2025 may vote; as of that date the company had 50,354,149 shares issued and 50,349,149 outstanding, with 43,212,134 shares reserved for options/warrants and 49,645,851 available for issuance. The Board discloses a Nasdaq deficiency letter dated February 4, 2025 for failing the $1.00 minimum bid rule and notes the reverse split is a tool to increase per-share price to seek compliance, while reserving discretion to implement the split by December 31, 2026. The Board recommends a vote FOR all proposals. The materials explain potential benefits (capital-raising flexibility, listing compliance) and material risks (dilution, possible reduced liquidity and no assurance of restored Nasdaq compliance).

Key results (Q2 2025): Processa reported $6,936,620 cash at June 30, 2025 and a six-month net loss of $6,768,323 (operating loss $6,797,773). The company had an accumulated deficit of $93,987,522 and used $5,000,253 cash in operating activities during the six months ended June 30, 2025.

Financing and liquidity: Net proceeds of $10.6 million were raised from January and June public offerings; all pre-funded warrants from those offerings were exercised. Management states cash plus $2.4 million gross August 2025 proceeds are expected to fund operations into Q1 2026, but substantial doubt exists about going concern beyond one year.

Material developments: Entered a binding term sheet with Intact Therapeutics for PCS12852 that contemplates a $2.5 million license payment (timing specified) and a 3.5% equity interest in Intact plus potential milestones/royalties; contractual CRO commitments total up to $13.1 million. Nasdaq notified the company of noncompliance with the $1.00 minimum bid rule.

Processa Pharmaceuticals (PCSA) filed an 8-K announcing a private placement that closed 6 Aug 2025.

• Sold 5,467,181 restricted common shares at $0.23 per share, raising roughly $1.3 million in gross proceeds.
• LifeSci Capital acted as exclusive placement agent; compensation equals 7 % of gross proceeds plus reimbursement of expenses, including up to $150,000 in legal fees.
• Securities were issued under the Section 4(a)(2)/Rule 506 (Reg D) exemption to an accredited investor with no general solicitation.
• Net proceeds are earmarked for general corporate purposes, and management is "evaluating corporate cryptocurrency treasury strategies."

No financial results, guidance revisions, or other material events were provided in this filing.