Major Investment Fund Bets Big on Biotech Processa Pharmaceuticals with 2.6M Share Position

Rhea-AI Filing Summary

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.

Positive

• CVI Investments, Inc. and Heights Capital Management have acquired a significant 9.9% stake in Processa Pharmaceuticals through a combination of shares (2,200,000) and warrants
• The investment represents a substantial institutional commitment, with the stake being large enough to require 13G disclosure

Negative

• The ownership includes pre-funded warrants and other warrants that are subject to a 9.99% ownership limitation, indicating potential future dilution if exercised

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Processa Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

74275C304

(CUSIP Number)

06/17/2025

(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 2,663,078.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,663,078.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,663,078.00

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 2,663,078.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,663,078.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,663,078.00

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"), par value $0.0001 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 (i) 2,200,000 Shares, and (ii) Shares issuable upon the exercise of pre-funded warrants and other warrants to purchase Shares (collectively, 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 Prospectus (Registration No. 333-287997), filed on June 18, 2025, indicates there were 26,194,356 Shares outstanding (excluding Shares underlying the Warrants) as of the completion of the offering of the Shares referred to therein.
(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:	06/24/2025

Heights Capital Management, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:	06/24/2025

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 is attached as Exhibit I hereto.

Exhibit Information

EXHIBIT INDEX EXHIBIT DESCRIPTION ________ ________ I Limited Power of Attorney II Joint Filing Agreement

FAQ

What percentage of PCSA stock does CVI Investments own as of June 2025?

According to the Schedule 13G filing, CVI Investments, Inc. beneficially owns 9.9% of Processa Pharmaceuticals (PCSA) common stock, representing 2,663,078 shares as of June 17, 2025.

How many PCSA shares does CVI Investments control through voting power?

CVI Investments has shared voting power over 2,663,078 shares of PCSA stock, with no sole voting power. The voting power is shared with Heights Capital Management, Inc., which serves as CVI Investments' investment manager.

What is the breakdown of PCSA shares held by CVI Investments?

CVI Investments holds 2,200,000 direct shares of PCSA, plus additional shares issuable through pre-funded warrants and other warrants. The warrants are subject to a 9.99% beneficial ownership limitation based on the total outstanding shares.

Who manages CVI Investments' PCSA holdings?

Heights Capital Management, Inc., based in San Francisco, California, serves as the investment manager to CVI Investments, Inc. and exercises voting and dispositive power over the PCSA shares beneficially owned by CVI Investments.

How many total outstanding shares does PCSA have as of June 2025?

According to the Company's Prospectus (Registration No. 333-287997) referenced in the filing, PCSA had 26,194,356 shares outstanding as of June 18, 2025, excluding shares underlying the warrants.