PCSA: Intracoastal, Kopin & Asher Report 9.99% via Warrant
Rhea-AI Filing Summary
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.
Positive
- Material disclosure of stake: Reporting Persons identify a clear, sizable position of 2,907,250 shares (9.99%) tied to the Intracoastal warrant.
- Transparent control reporting: The filing explicitly states voting and dispositive power is shared and discloses the warrant's blocker provision and pro forma ownership (5,000,000 shares) without the blocker.
Negative
- Blocker limits exercise: The Intracoastal warrant contains a provision preventing exercise that would cause ownership to exceed 9.99%, constraining immediate conversion rights.
- No sole control: Each reporting person reports 0 shares of sole voting or dispositive power, indicating limited unilateral influence despite the sizeable position.
Insights
TL;DR: Reporting group holds a near-10% economic stake via a warrant with a blocker, recorded as shared voting/dispositive power.
The Schedule 13G/A discloses that the three Reporting Persons collectively have beneficial ownership linked to the Intracoastal Warrant for 2,907,250 shares, equal to 9.99% on the issuer-reported share base. Ownership is documented as shared voting and shared dispositive power, with no sole control. The warrant contains an explicit blocker preventing exercise above 9.99%, and the filing states the pro forma figure without the blocker would be 5,000,000 shares. This is a material ownership disclosure but is presented as a passive position under the certification.
TL;DR: Material ownership disclosed but structured to avoid crossing the 10% threshold via a contractual blocker.
The filing documents a significant minority economic interest achieved through a warrant instrument held by Intracoastal Capital LLC, with the reporting individuals recorded as sharing voting and dispositive authority over 2,907,250 shares. The presence of a blocker provision is explicitly noted and is the reason the reported beneficial ownership is capped at 9.99%. The reporting persons certified the passive nature of the holding in the filing. From a governance perspective, the structure limits formal control metrics while creating a sizable potential stake if terms change.