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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.
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.