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

Rhea-AI Filing Summary

Schedule 13G Overview: Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC (the “Reporting Persons”) disclosed a collective 9.99 % beneficial ownership in Processa Pharmaceuticals Inc. (PCSA) common stock as of 20 June 2025.

Current Position (3,018,238 shares):

• 2,430,000 shares held outright by Intracoastal
• 260,000 shares issuable on exercise of Intracoastal Warrant 1
• 328,238 shares issuable on exercise of Intracoastal Warrant 2

The stake is calculated against a reference total of 30,807, (11,884,356 pre-transaction shares plus shares issued/issuable in connection with the Securities Purchase Agreement (“SPA”) executed on 17 June 2025).

Warrant Structure & Blockers: Both Intracoastal warrants contain a 9.99 % ownership blocker that prevents exercises which would push the Reporting Persons’ combined holding above that threshold. Absent these blockers, the group could control up to 10,000,000 shares.

Securities Purchase Agreement Highlights: • 1,310,000 new shares issued to Intracoastal at closing • Two warrants (Warrant 1 & Warrant 2) issued concurrently. The SPA and subsequent warrant exercises are the primary drivers of the current 9.99 % position.

Regulatory Classification: Kopin and Asher are individuals (HC, IN), while Intracoastal is a Delaware LLC (OO). The filing is made under Rule 13d-1(c).

Positive

• New strategic investors (Kopin, Asher, Intracoastal) committed capital and now own 9.99 % of PCSA, signalling confidence in the company.
• Blocker provisions limit immediate dilution and prevent any single investor from surpassing 10 % control, protecting existing shareholders.

Negative

• Potential dilution: Up to 4.67 M additional shares remain issuable under Warrant 2 once the blocker allows, which could pressure future EPS.
• Increased share count: 1.31 M shares were newly issued under the SPA, immediately expanding the outstanding share base.

Insights

Financial Analyst

TL;DR – A new 9.99 % stake shows outside investor interest; dilution risk capped by blocker.

The Schedule 13G reveals that Kopin, Asher and Intracoastal Capital now hold just under 10 % of PCSA, combining common shares and warrant-backed shares. The group purposely stays below the 10 % reporting threshold via warrant blockers, signalling an intent to avoid Section 16 insider status while still maintaining meaningful influence. Roughly 2.4 M primary shares were issued at closing, increasing the public float. An additional 588 k shares could be added if the warrants shown as currently exercisable are fully converted, and as many as 4.67 M more remain restricted by the 9.99 % cap. Investors should note that—while cash from the SPA bolsters Processa’s balance sheet—full warrant exercise would be dilutive. For now, however, the blocker limits effective dilution and signals disciplined ownership management. The disclosure is neutral to mildly positive: it injects fresh capital and brings in sophisticated investors without ceding control.

Corporate Governance Specialist

TL;DR – Filing is routine; ownership blocker mitigates control concerns.

The 13G positions three related parties as a coordinated group holding exactly 9.99 %—a common tactic to sidestep insider designation while preserving upside via warrants. Because voting and dispositive power are reported as shared, the trio could influence shareholder votes but are unlikely to dominate governance. The blocker clauses also lower takeover-speculation risk. No board seat or activist intent is disclosed, so the immediate governance impact is limited. Should the issuer’s share count rise further, the blocker ceiling could permit additional warrant exercises without exceeding 9.99 %, gradually expanding ownership over time. Overall governance impact: low.

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, par value $0.0001 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

Mitchell P. Kopin

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,018,238.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 588,238.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,018,238.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 74275C304

1

Names of Reporting Persons

Daniel B. Asher

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,018,238.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 588,238.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,018,238.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 74275C304

1

Names of Reporting Persons

Intracoastal Capital LLC

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 3,018,238.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 588,238.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,018,238.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

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 Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)	Citizenship: Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)	Title of class of securities: Common stock, par value $0.0001 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: (i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on June 17, 2025 (the "SPA") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 18, 2025), each of the Reporting Persons may have been deemed to have beneficial ownership of 1,319,016 shares of Common Stock, which consisted of (i) 1,310,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 9,016 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA ("Intracoastal Warrant 1"), and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 11,884,356 shares of Common Stock outstanding as of June 10, 2025, as reported by the Issuer, plus (2) 1,310,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 9,016 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 3,680,984 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock and (II) 5,000,000 shares of Common Stock issuable upon exercise of a second warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA ("Intracoastal Warrant 2") because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 10,000,000 shares of Common Stock. (ii) As of the close of business on June 20, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,018,238 shares of Common Stock, which consisted of (i) 2,430,000 shares of Common Stock held by Intracoastal, (ii) 260,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (iii) 328,238 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2, and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 11,884,356 shares of Common Stock outstanding as of June 10, 2025, as reported by the Issuer, plus (2) 14,310,000 shares of Common Stock issued at the closing of the transaction contemplated by the SPA, (3) 3,430,000 shares of Common Stock issued to Intracoastal upon exercise of Intracoastal Warrant 1, (4) 260,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (5) 328,238 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2. The foregoing excludes 4,671,762 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 7,690,000 shares of Common Stock.
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 3,018,238
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 588,238
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.

Mitchell P. Kopin

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin
Date:	06/23/2025

Daniel B. Asher

Signature:	/s/ Daniel B. Asher
Name/Title:	Daniel B. Asher
Date:	06/23/2025

Intracoastal Capital LLC

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin, Manager
Date:	06/23/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement

FAQ

How many PCSA shares do Kopin, Asher and Intracoastal Capital currently own?

The group reports 3,018,238 shares, representing 9.99 % of Processa’s outstanding common stock.

What percentage of Processa Pharmaceuticals (PCSA) does the reporting group control?

They control 9.99 % of the company’s common stock as of 20 June 2025.

How are the 3,018,238 shares broken down between common shares and warrants?

2,430,000 common shares, 260,000 shares via Warrant 1, and 328,238 shares via Warrant 2.

What is the purpose of the 9.99 % blocker in the warrants?

The blocker prevents warrant exercises that would raise the group’s ownership above 9.99 %, avoiding insider status and limiting dilution.

Could the group’s stake in PCSA rise above 9.99 % in the future?

Yes. Without the blocker, warrants could give them up to 10 M shares; exercises depend on share-count changes and blocker limits.

When was the Securities Purchase Agreement executed?

The SPA with Processa was signed on 17 June 2025 and disclosed in a Form 8-K on 18 June 2025.