Processa Pharmaceuticals filed an amendment to a Schedule 13G/A reporting that CVI Investments, Inc. and its investment manager Heights Capital Management, Inc. beneficially own 200,000 shares of common stock, representing 7.0% of the class. The filing notes these shares consist of warrants and cites 2,677,835 Shares outstanding as of March 31, 2026.
The joint filing clarifies that Heights Capital Management serves as investment manager to CVI Investments and may exercise voting and dispositive power; both Reporting Persons disclaim beneficial ownership except for pecuniary interest. Signatures are dated May 13, 2026.
Positive
None.
Negative
None.
Insights
CVI reports a 7.0% position via warrants totaling 200,000 shares.
The filing states CVI Investments, Inc. beneficially owns 200,000 shares, and that the holdings "consist of Shares issuable upon the exercise of warrants." This identifies the economic exposure as derivative-based rather than from open-market purchases.
Changes in voting or disposition depend on exercise decisions by warrant holders and any manager-directed actions; subsequent transactions would appear in later filings if warrants are exercised or shares sold.
Heights Capital is disclosed as investment manager with shared voting/dispositive power.
The disclosure explains Heights Capital Management, Inc. may exercise voting and dispositive power over the shares owned by CVI Investments, Inc., and that Heights acts under a Limited Power of Attorney previously filed. The entities disclaim beneficial ownership except for pecuniary interest.
Corporate actions tied to these shares will follow manager decisions; any transfer of control or vote will be traceable through subsequent SEC reports.
Key Figures
Beneficial ownership:200,000 sharesPercent of class:7.0%Shares outstanding:2,677,835 Shares+1 more
4 metrics
Beneficial ownership200,000 sharesreported by CVI Investments/Heights Capital in Schedule 13G/A
Percent of class7.0%percent reported on Schedule 13G/A
Shares outstanding2,677,835 Sharesas of <date>March 31, 2026</date> (cited from Form 10-Q)
Signature dateMay 13, 2026date signatures were provided on the amendment
Key Terms
beneficially owned, warrants, Limited Power of Attorney, shared dispositive power
4 terms
beneficially ownedregulatory
"The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
warrantsfinancial
"consists of Shares issuable upon the exercise of warrants to purchase Shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Limited Power of Attorneylegal
"Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney"
shared dispositive powerregulatory
"Shared Dispositive Power 200,000.00"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Processa Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
74275C403
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
74275C403
1
Names of Reporting Persons
CVI Investments, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
200,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
200,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
200,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
CUSIP Number(s):
74275C403
1
Names of Reporting Persons
Heights Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
200,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
200,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
200,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Processa Pharmaceuticals, Inc.
(b)
Address of issuer's principal executive offices:
601 21st Street, Suite 300, Vero Beach, FL 32960
Item 2.
(a)
Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of common stock of Processa Pharmaceuticals, Inc. (the "Company"), $0.0001 par value per share (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
74275C403
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants to purchase Shares.
The Company's Quarterly Report on Form 10-Q, filed on May 7, 2026, indicates there were 2,677,835 Shares outstanding as of March 31, 2026.
(b)
Percent of class:
7.0 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
CVI Investments, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:
05/13/2026
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
05/13/2026
Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
24 Limited Power of Attorney*
99 Joint Filing Agreement*
* Previously filed
What stake does CVI Investments report in Processa Pharmaceuticals (PCSA)?
CVI Investments reports beneficial ownership of 200,000 shares, representing 7.0% of the class. The filing states these shares "consist of Shares issuable upon the exercise of warrants" and cites 2,677,835 Shares outstanding as of March 31, 2026.
Does Heights Capital Management control the reported shares for PCSA?
Heights Capital Management is disclosed as the investment manager and may exercise voting and dispositive power over the 200,000 shares. The filing also states both Reporting Persons disclaim beneficial ownership except for their pecuniary interest.
Are the reported PCSA shares currently outstanding or issuable upon exercise?
The filing specifies the 200,000 shares reported "consist of Shares issuable upon the exercise of warrants." It also references 2,677,835 Shares outstanding as of March 31, 2026 for context in percent calculation.
When was the Schedule 13G/A amendment for PCSA signed?
The signatures on the amendment are dated May 13, 2026. The cover information cites the relevant outstanding share count as of March 31, 2026, which anchors the reported 7.0% figure.
What legal authority is noted for Heights acting on behalf of CVI?
The filing references a Limited Power of Attorney authorizing Heights Capital Management to act as agent for CVI Investments; the Limited Power of Attorney was previously filed as an exhibit and is incorporated by reference in this amendment.
