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Processa Pharmaceuticals, Inc. — Major Shareholding Notification 2025
Jun 23, 2025
35172_mrq_2025-06-23_f3d5ef4e-b2ef-4c1c-8ac4-37973b8ed75d.zip
Major Shareholding Notification
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xml version="1.0" encoding="UTF-8"? SCHEDULE 13G Field: Pseudo-Tag; ID: Name; Data: 0001646799 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 Vero Beach FL 32960 Rule 13d-1(c) Mitchell P. Kopin X1 0.00 3018238.00 0.00 588238.00 3018238.00 N 9.99 HC IN Daniel B. Asher X1 0.00 3018238.00 0.00 588238.00 3018238.00 N 9.99 HC IN Intracoastal Capital LLC DE 0.00 3018238.00 0.00 588238.00 3018238.00 N 9.99 OO Processa Pharmaceuticals, Inc. 601 21st Street, Suite 300 Vero Beach, FL 32960 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"). 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. 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. Y (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. 9.99% 0 3,018,238 0 588,238 Y Y Y Y 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. Exhibit 1 - Joint Filing Agreement Mitchell P. Kopin /s/ Mitchell P. Kopin Mitchell P. Kopin 06/23/2025 Daniel B. Asher /s/ Daniel B. Asher Daniel B. Asher 06/23/2025 Intracoastal Capital LLC /s/ Mitchell P. Kopin Mitchell P. Kopin, Manager 06/23/2025