Processa Pharmaceuticals, Inc. — Major Shareholding Notification 2025

Jun 23, 2025

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SCHEDULE 13G Field: Pseudo-Tag; ID: Name; Data: 3i, LP 0001841619 XXXXXXXX LIVE Common Stock, par value $0.0001 per share 06/17/2025 0001533743 Processa Pharmaceuticals, Inc. 74275C304 601 21st Street, Suite 300 Vero Beach FL 32960 Rule 13d-1(c) 3i, LP a DE 0.00 1681944.00 0.00 1681944.00 1681944.00 N 4.9 PN As more fully described in Item 4 of this statement on Schedule 13G (this ''Schedule 13G''), such shares and percentages are based on 32,024,356 shares of common stock, par value $0.0001 per share, of the issuer (the ''Common Stock'') outstanding after giving effect to (i) 26,194,356 shares of Common Stock outstanding upon the closing of the offering (the "Offering"), as disclosed in the issuer's prospectus to its registration statement on Form S-1 (File No. 333-287997), dated June 17, 2025, filed by the issuer with the U.S. Securities and Exchange Commission (the ''SEC'') on June 18, 2025 (the ''Prospectus'') (which number assumes no exercise of any warrants, pre-funded warrants or placement agent warrants issued in connection with the Offering), (ii) the subsequent exercise by the reporting person of an aggregate of 2,400,000 pre-funded warrants issued in connection with the Offering (the "Pre-Funded Warrants") and (iii) the subsequent exercise by a third-party investor in the Offering of an aggregate of 3,430,000 warrants issued in connection with the Offering, as disclosed in the Schedule 13G filed by such investor with the SEC on June 23, 2025. Beneficial ownership consists of 1,681,944 shares of Common Stock issuable upon exercise of certain common stock purchase warrants issued in connection with the Offering and held directly by the reporting person (the ''Warrants''), which exercises are subject to a 4.99% beneficial ownership limitation provision (''Blocker''). All other Company securities deemed beneficially owned by the reporting person as a consequence of the Offering have been disposed. As a result, this also constitutes an exit filing for the reporting person. 3i Management LLC a DE 0.00 1681944.00 0.00 1681944.00 1681944.00 N 4.9 OO As more fully described in Item 4 of this Schedule 13G, such shares and percentages are based on 32,024,356 shares of Common Stock outstanding, after giving effect to (i) 26,194,356 shares of Common Stock outstanding upon the closing of the Offering, as disclosed in the Prospectus (which number assumes no exercise of any warrants, pre-funded warrants or placement agent warrants issued in connection with the Offering), (ii) the subsequent exercise of an aggregate of 2,400,000 Pre-Funded Warrants issued in connection with the Offering and (iii) the subsequent exercise by a third-party investor in the Offering of an aggregate of 3,430,000 warrants issued in connection with the Offering, as disclosed in the Schedule 13G filed by such investor with the SEC on June 23, 2025. Beneficial ownership consists of 1,681,944 shares of Common Stock issuable upon exercise of the Warrants held indirectly by the reporting person, which exercises are subject to a Blocker. All other Company securities deemed beneficially owned by the reporting person as a consequence of the Offering have been disposed. As a result, this also constitutes an exit filing for the reporting person. Maier Joshua Tarlow a X1 0.00 1681944.00 0.00 1681944.00 1681944.00 N 4.9 IN As more fully described in Item 4 of this Schedule 13G, such shares and percentages are based on 32,024,356 shares of Common Stock outstanding, after giving effect to (i) 26,194,356 shares of Common Stock outstanding upon the closing of the Offering, as disclosed in the Prospectus (which number assumes no exercise of any warrants, pre-funded warrants or placement agent warrants issued in connection with the Offering), (ii) the subsequent exercise of an aggregate of 2,400,000 Pre-Funded Warrants issued in connection with the Offering and (iii) the subsequent exercise by a third-party investor in the Offering of an aggregate of 3,430,000 warrants issued in connection with the Offering, as disclosed in the Schedule 13G filed by such investor with the SEC on June 23, 2025. Beneficial ownership consists of 1,681,944 shares of Common Stock issuable upon exercise of the Warrants held indirectly by the reporting person, which exercises are subject to a Blocker. All other Company securities deemed beneficially owned by the reporting person as a consequence of the Offering have been disposed. As a result, this also constitutes an exit filing for the reporting person. Processa Pharmaceuticals, Inc. 601 21st Street, Suite 300, Vero Beach, FL 32960 (i) 3i, LP, a Delaware limited partnership ("3i"); (ii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and (iii) Maier Joshua Tarlow ("Mr. Tarlow"). The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein. The principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013. 3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States. Y The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. Upon the consummation of the Offering, each of the Reporting Persons beneficially owned 9.99% of the outstanding shares of Common Stock due to 3i's participation in the Offering. Subsequent to the Offering and as of the date of this Schedule 13G, all Company securities deemed beneficially owned by the Reporting Persons as a consequence of the Offering were disposed, except for the Warrants. As a result of such dispositions and the triggering of the Blocker in the Warrants, this also constitutes an exit filing for each of the Reporting Persons. The share amounts and ownership percentages disclosed on such cover pages are based on 32,024,356 shares of Common Stock outstanding after giving effect to (i) 26,194,356 shares of Common Stock outstanding upon the closing of the Offering, as disclosed in the Prospectus (which number assumes no exercise of any warrants, pre-funded warrants or placement agent warrants issued in connection with the Offering), (ii) the subsequent exercise of an aggregate of 2,400,000 Pre-Funded Warrants issued to 3i in connection with the Offering and (iii) the subsequent exercise by a third-party investor in the Offering of an aggregate of 3,430,000 warrants issued in connection with the Offering, as disclosed in the Schedule 13G filed by such investor with the SEC on June 23, 2025. As of the date of this Schedule 13G, 3i holds the Warrants exercisable for up to 5,000,000 shares of Common Stock, which exercises are subject to the Blocker. 3i may exercise the Warrants for an aggregate of up to 1,681,944 shares of Common Stock due to the triggering of the Blocker, which prohibits 3i from exercising the Warrants for shares of Common Stock if, as a result of such exercise, 3i, together with its affiliates and any persons acting as a group together with 3i or any of such affiliates, would beneficially own more than 4.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise. Consequently, 3i is the beneficial owner of 1,681,944 shares of Common Stock (the "Shares"). 3i is the beneficial owner of the Shares and has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i. 4.9% (A) 3i: 0.00 (B) 3i Management: 0.00 (C) Mr. Tarlow: 0.00 (A) 3i: 1,681,944.00 (B) 3i Management: 1,681,944.00 (C) Mr. Tarlow: 1,681,944.00 (A) 3i: 0.00 (B) 3i Management: 0.00 (C) Mr. Tarlow: 0.00 (A) 3i: 1,681,944.00 (B) 3i Management: 1,681,944.00 (C) Mr. Tarlow: 1,681,944.00 N Y Y Y N See Exhibit 1 filed herewith. Y N 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. Joint Filing Agreement 3i, LP /s/ 3i, LP Maier Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP 06/23/2025 3i Management LLC /s/ 3i Management LLC Maier Joshua Tarlow, Manager 06/23/2025 Maier Joshua Tarlow /s/ Maier Joshua Tarlow Maier Joshua Tarlow 06/23/2025 Exhibit 1