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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Processa Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
74275C304 (CUSIP Number) |
Michelle Reihel 2029 Century Park East Suite 400, Los Angeles, CA, 90067 (213) 596-5620 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 74275C304 |
| 1 |
Name of reporting person
Chiliz Group Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MALTA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,467,181.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Processa Pharmaceuticals, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
601 21ST STREET, SUITE 300, VERO BEACH,
FLORIDA
, 32960. |
| Item 2. | Identity and Background |
| (a) | The Chiliz Group Ltd, formally HX Entertainment Ltd |
| (b) | 14 East, Level 7Triq Tas-Sliema, Gzira GZR 1639Malta |
| (c) | The principal business of The Chiliz Group (formally, HX Entertainment) is investment and entertainment services. The Chiliz Group is controlled by Alexandre Dreyfus, who serves as Chief Executive Officer of Chiliz Group, Socios.com, and Qamar Ventures. Mr. Dreyfus is a prominent entrepreneur in the blockchain and cryptocurrency industry. |
| (d) | During the last five years, neither The Chiliz Group (formally, HX Entertainment) nor any of the persons controlling The Chiliz Group have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither HX Entertainment nor any of the persons controlling The Chiliz Group (formally, HX Entertainment) have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Chiliz Group (formally, HX Entertainment) is organized under the laws of Malta. Alexandre Dreyfus, who controls The Chiliz Group, is a French citizen residing in Malta. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate purchase price of the 5,467,181 shares of Common Stock beneficially owned by The Chiliz Group (formally, HX Entertainment) was approximately $1,243,784, based on the purchase price of approximately $0.2275 per share.The funds used to purchase the Common Stock were derived from The Chiliz Group's working capital and investment funds. No portion of the purchase price was borrowed, and no securities of the Issuer were pledged to secure any indebtedness. | |
| Item 4. | Purpose of Transaction |
The Chiliz Group (formally, HX Entertainment) acquired the Common Stock for investment purposes as part of a strategic investment in the Issuer. The investment aligns with The Chiliz Groups's interest in companies exploring innovative financial strategies, particularly in the emerging biotech-fintech convergence sector.The Issuer has announced its exploration of cryptocurrency treasury strategies, which complements The Chiliz Group's expertise and investment focus in blockchain and digital asset technologies through its association with blockchain companies Chiliz and Socios.com. The Chiliz Group currently intends to hold the Common Stock for investment purposes. However, The Chiliz Group continuously evaluates its investment in the Issuer and may, depending on various factors including but not limited to the Issuer's financial position, business strategy, market conditions, and other investment opportunities available to The Chiliz Group:(a) acquire additional securities of the Issuer or dispose of securities of the Issuer;(b) engage in discussions with management, the board of directors, and/or other stockholders of the Issuer regarding the business, operations, management, strategic alternatives, and future plans of the Issuer;(c) seek representation on the board of directors of the Issuer;(d) propose changes in the capitalization, ownership structure, board composition, or management of the Issuer;(e) propose strategic alternatives for the Issuer, including potential business combinations, mergers, or similar transactions;(f) propose changes to the Issuer's business strategy, including its announced cryptocurrency treasury initiatives; or(g) take any other actions which The Chiliz Group may determine to be necessary or desirable to maximize the value of its investment in the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Chiliz Group (formally, HX Entertainment) beneficially owns 5,467,181 shares of Common Stock, representing approximately 10.9% of the outstanding Common Stock of the Issuer based on 50,349,149 shares outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025. The Chiliz Group has sole voting power and sole dispositive power with respect to all 5,467,181 shares. |
| (b) | The Chiliz Group (formally, HX Entertainment) has sole voting power with respect to 5,467,181 shares and sole dispositive power with respect to 5,467,181 shares of Common Stock. |
| (c) | The following transactions in the Common Stock were effected by The Chiliz Group (formally, HX Entertainment) during the past sixty (60) days: Date: August 4, 2025Number of Shares: 5,032,398Price per Share: Approximately $0.2275Nature of Transaction: Purchase of restricted securities pursuant to Securities Purchase Agreement Date: August 5, 2025Number of Shares: 434,783Price per Share: Approximately $0.2275Nature of Transaction: Purchase of restricted securities pursuant to Securities Purchase Agreement All shares were acquired pursuant to a Securities Purchase Agreement dated August 4, 2025, as disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on August 7, 2025. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by The Chiliz Group (formally, HX Entertainment.) |
| (e) | not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
not applicable | |
| Item 7. | Material to be Filed as Exhibits. |
None |
| 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.
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