[SCHEDULE 13G/A] Processa Pharmaceuticals, Inc. Common SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure of a material stake of 4,471,067 shares (9.9%) in Processa Pharmaceuticals provides clarity to the market
• Exercise limitation on warrants (cannot exceed 9.99%) limits the potential for an immediate larger ownership shift

Negative

• Position is held via warrants rather than fully issued shares, creating uncertainty about actual immediate ownership and voting outcomes
• Shared voting/dispositive power exercised by an investment manager (Heights Capital) concentrates decision authority despite disclaimers of beneficial ownership

Insights

Financial Analyst

TL;DR: A nearly 10% economic stake is disclosed via warrants, with voting influence held through an investment manager.

The filing reports an aggregate position of 4,471,067 shares (9.9%), comprised of shares issuable on exercise of warrants that include a contractual cap preventing exercise beyond 9.99%. This structure means the economic exposure is material relative to the 40.28 million share base, but the capped exercise and the reporting parties' disclaimers limit immediate changes to control dynamics. The disclosure improves transparency on ownership concentration and potential voting influence through Heights Capital Management.

Corporate Governance Expert

TL;DR: Significant disclosure of concentrated stake and manager voting authority; no explicit change-of-control intent stated.

The report clarifies that Heights Capital Management, as investment manager to CVI Investments, may exercise shared voting and dispositive power over the 4.47 million shares. The filing also states each reporting person disclaims beneficial ownership beyond pecuniary interest, and the warrants contain an anti-aggregation/exercise limit at 9.99%. For governance, this signals a concentrated investor relationship that market participants should note, without any express intent to alter control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Processa Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

74275C304

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 74275C304

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 4,471,067.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,471,067.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,471,067.00

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)

9.9 %

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 No. 74275C304

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 4,471,067.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,471,067.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,471,067.00

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)

9.9 %

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.: 74275C304
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 "Warrants"). The Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 9.99%. The Company's Quarterly Report on Form 10-Q, filed on August 7, 2025, indicates there were 40,284,356 Shares outstanding as of June 30, 2025.
(b)	Percent of class: 9.9 %
(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.
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:	08/12/2025

Heights Capital Management, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:	08/12/2025

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 ________ ________ I Limited Power of Attorney* II Joint Filing Agreement* * Previously filed

FAQ

How many Processa Pharmaceuticals (PCSA) shares are reported in this Schedule 13G/A?

The filing reports 4,471,067 shares beneficially owned by the reporting persons.

What percentage of PCSA does the reported position represent?

The reported position represents 9.9% of the outstanding common stock.

Are the reported shares actual outstanding shares or issuable upon exercise?

The filing states the position consists of shares issuable upon exercise of warrants and includes an exercise limitation.

Who may exercise voting or dispositive power over the reported PCSA shares?

Heights Capital Management, Inc., as investment manager to CVI Investments, may exercise shared voting and dispositive power over the reported shares.

What is the total share count used to calculate the 9.9% figure?

The filing references 40,284,356 shares outstanding as of June 30, 2025.