HX Entertainment Buys 5.47M PCSA Shares at $0.2275; Strategic Investor Move

Rhea-AI Filing Summary

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.

Positive

• Material stake: HX Entertainment acquired 5,467,181 shares (10.9%), a substantial minority ownership position.
• Clear funding: Purchase funded from HX's working capital and investment funds with no borrowing and no pledge of issuer securities.
• Sole control: HX reports sole voting and dispositive power over all shares acquired, enabling decisive shareholder action if pursued.
• Strategic alignment: HX cites interest in the issuer's cryptocurrency treasury initiatives, aligning with HX's blockchain expertise.

Negative

• Restricted securities: The shares were acquired as restricted securities, which may limit immediate liquidity or resale.
• Potential for activist actions: HX states it may seek board representation or propose changes to capitalization or strategy, introducing governance uncertainty.
• No disclosed arrangements: Item 6 lists no contracts or arrangements and Item 7 lists no exhibits, so there is no public agreement defining any cooperation with Processa.

Insights

Financial Analyst

TL;DR: A material 10.9% stake and sole voting power make HX a significant strategic investor with potential to affect company value and market perception.

The filing documents a substantial minority stake acquired via a Securities Purchase Agreement: 5,467,181 shares for about $1.24M at ~$0.2275 per share, funded from HX's working capital and investment funds with no leverage. From a financial perspective, a >10% position with sole voting/dispositive control is material and may change investor expectations about future corporate actions. The statement of potential actions (additional purchases, board representation, strategic proposals) signals active monitoring and the possibility of engagement that could affect liquidity, governance, and strategic direction.

Corporate Governance Expert

TL;DR: The investor's explicit option to seek board representation and propose structural changes raises governance considerations for Processa's board and shareholders.

The schedule discloses HX's intent to evaluate and possibly pursue board representation or propose changes to capitalization, ownership, and strategy. Item 6 reports no contracts or arrangements, and Item 7 lists no exhibits, so there is no disclosed agreement governing cooperation or governance changes. The combination of a sizable, openly strategic stake and sole voting power requires the board to consider engagement protocols, disclosure practices, and potential responses to any formal proposals from HX.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Processa Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74275C304

(CUSIP Number)

Michelle Reihel
2029 Century Park East , Suite 400
Los Angeles, CA, 90067
(213) 596-5620

Alexandre Dreyfus
14 East, Level 7, Triq Tas-Sliema
Gzira, O1, 1639
35699997878

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 74275C304

1

Name of reporting person

HX Entertainment Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MALTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,467,181.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,467,181.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,467,181.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Processa Pharmaceuticals, Inc.
(c)	Address of Issuer's Principal Executive Offices: 601 21ST STREET, SUITE 300, VERO BEACH, FLORIDA , 32960.
Item 2.	Identity and Background
(a)	HX Entertainment Ltd.
(b)	14 East, Level 7 Triq Tas-Sliema Gzira GZR 1639 Malta
(c)	The principal business of HX Entertainment is investment and entertainment services. HX Entertainment is controlled by Alexandre Dreyfus, who serves as Chief Executive Officer of Chiliz Group, Socios.com, and Qamar Ventures. Mr. Dreyfus is a prominent entrepreneur in the blockchain and cryptocurrency industry.
(d)	During the last five years, neither HX Entertainment nor any of the persons controlling HX Entertainment have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither HX Entertainment nor any of the persons controlling HX Entertainment have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	HX Entertainment is organized under the laws of Malta. Alexandre Dreyfus, who controls HX Entertainment, is a French citizen residing in Malta.
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate purchase price of the 5,467,181 shares of Common Stock beneficially owned by HX Entertainment was approximately $1,243,784, based on the purchase price of approximately $0.2275 per share. The funds used to purchase the Common Stock were derived from HX Entertainment's working capital and investment funds. No portion of the purchase price was borrowed, and no securities of the Issuer were pledged to secure any indebtedness.
Item 4.	Purpose of Transaction
	HX Entertainment acquired the Common Stock for investment purposes as part of a strategic investment in the Issuer. The investment aligns with HX Entertainment's interest in companies exploring innovative financial strategies, particularly in the emerging biotech-fintech convergence sector. The Issuer has announced its exploration of cryptocurrency treasury strategies, which complements HX Entertainment's expertise and investment focus in blockchain and digital asset technologies through its association with blockchain companies Chiliz and Socios.com. HX Entertainment currently intends to hold the Common Stock for investment purposes. However, HX Entertainment continuously evaluates its investment in the Issuer and may, depending on various factors including but not limited to the Issuer's financial position, business strategy, market conditions, and other investment opportunities available to HX Entertainment: (a) acquire additional securities of the Issuer or dispose of securities of the Issuer; (b) engage in discussions with management, the board of directors, and/or other stockholders of the Issuer regarding the business, operations, management, strategic alternatives, and future plans of the Issuer; (c) seek representation on the board of directors of the Issuer; (d) propose changes in the capitalization, ownership structure, board composition, or management of the Issuer; (e) propose strategic alternatives for the Issuer, including potential business combinations, mergers, or similar transactions; (f) propose changes to the Issuer's business strategy, including its announced cryptocurrency treasury initiatives; or (g) take any other actions which HX Entertainment may determine to be necessary or desirable to maximize the value of its investment in the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	HX Entertainment beneficially owns 5,467,181 shares of Common Stock, representing approximately 10.9% of the outstanding Common Stock of the Issuer based on 50,349,149 shares outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025. HX Entertainment has sole voting power and sole dispositive power with respect to all 5,467,181 shares.
(b)	) HX Entertainment has sole voting power with respect to 5,467,181 shares and sole dispositive power with respect to 5,467,181 shares of Common Stock.
(c)	The following transactions in the Common Stock were effected by HX Entertainment during the past sixty (60) days: Date: August 4, 2025 Number of Shares: 5,032,398 Price per Share: Approximately $0.2275 Nature of Transaction: Purchase of restricted securities pursuant to Securities Purchase Agreement Date: August 5, 2025 Number of Shares: 434,783 Price per Share: Approximately $0.2275 Nature of Transaction: Purchase of restricted securities pursuant to Securities Purchase Agreement All shares were acquired pursuant to a Securities Purchase Agreement dated August 4, 2025, as disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on August 7, 2025.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by HX Entertainment.
(e)	not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable
Item 7.	Material to be Filed as Exhibits.
	None

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HX Entertainment Ltd

Signature:	Alexandre Dreyfus
Name/Title:	Alexandre Dreyfus/CEO
Date:	08/13/2025

FAQ

How many Processa (PCSA) shares did HX Entertainment acquire and what percent of the company does that represent?

HX Entertainment acquired 5,467,181 shares, representing approximately 10.9% of Processa's outstanding common stock.

What was the purchase price HX Entertainment paid per share and the aggregate cost for the PCSA acquisition?

The shares were purchased at approximately $0.2275 per share for an aggregate purchase price of about $1,243,784.

How were the PCSA shares funded by HX Entertainment?

HX funded the purchase from its working capital and investment funds; no portion of the purchase price was borrowed and no issuer securities were pledged.

Does HX Entertainment have voting control over the PCSA shares it bought?

Yes. HX reports sole voting power and sole dispositive power over all 5,467,181 shares.

Did HX Entertainment acquire the PCSA shares under any specific agreement or file related exhibits?

All shares were acquired pursuant to a Securities Purchase Agreement and the filing indicates no additional contracts or exhibits were filed with this Schedule 13D.