Procaps Delisted from Nasdaq, Shifts to OTC Expert Market

Ticker: PRCWF · Form: 20-F · Filed: Sep 3, 2025 · CIK: 1863362

Sentiment: bearish

Topics: Delisting, OTC Market, Pharmaceuticals, Regulatory Risk, Liquidity Risk, Emerging Growth Company, International Financial Reporting Standards

Related Tickers: PROCF, PRCWF

TL;DR

**Procaps' Nasdaq delisting to the OTC Expert Market is a major red flag for liquidity and future growth, signaling a tougher road ahead for shareholders.**

AI Summary

Procaps Group, S.A. (PRCWF) filed its 20-F for the fiscal year ended December 31, 2023, indicating a significant change in its public trading status. The company's Ordinary Shares were delisted from Nasdaq effective February 4, 2025, and are now quoted on the OTC Expert Market under the symbol "PROCF" on an "unsolicited only" basis. As of December 31, 2023, Procaps had 112,824,183 Ordinary Shares and 23,375,000 Warrants outstanding. The company operates under International Financial Reporting Standards (IFRS) as issued by the IASB and is classified as an accelerated filer and an emerging growth company. Key risks highlighted include the complex and lengthy process of new pharmaceutical product development, strict regulatory controls on commercialization, and potential delays in regulatory reviews and approvals. The filing also notes the company's exposure to fluctuations in exchange rates and global supply chain issues. Specific financial figures for revenue and net income were not immediately available in the provided excerpt, but the document emphasizes the importance of financial performance and the ability to integrate future acquisitions.

Why It Matters

Procaps Group's delisting from Nasdaq to the OTC Expert Market significantly impacts investor liquidity and visibility, potentially making it harder for investors to trade shares and access timely information. This move could signal underlying challenges or a strategic shift, affecting investor confidence and the company's ability to raise capital. For employees and customers, the change in listing venue might not have an immediate operational impact, but it could reflect on the company's financial stability and long-term growth prospects. In the competitive pharmaceutical industry, a less prominent listing could hinder Procaps' ability to attract talent and secure partnerships, potentially affecting its market position against larger, publicly traded rivals.

Risk Assessment

Risk Level: high — The delisting of Procaps Group's Ordinary Shares from Nasdaq to the OTC Expert Market, effective February 4, 2025, and their current quotation on an "unsolicited only" basis under "PROCF," significantly increases investment risk. This change drastically reduces liquidity and transparency, making it challenging for investors to buy or sell shares. Furthermore, the filing explicitly lists "the development of new pharmaceutical products is a complex, risky and lengthy process" and "strict controls on the commercialization processes" as principal risks, indicating inherent operational and regulatory hurdles.

Analyst Insight

Investors should exercise extreme caution and consider divesting their shares due to the significant loss of liquidity and transparency following the Nasdaq delisting. New investors should avoid Procaps Group given the heightened risk profile and limited market access.

Financial Highlights

debt To Equity
Not Disclosed
revenue
Not Disclosed
operating Margin
Not Disclosed
total Assets
Not Disclosed
total Debt
Not Disclosed
net Income
Not Disclosed
eps
Not Disclosed
gross Margin
Not Disclosed
cash Position
Not Disclosed
revenue Growth
Not Disclosed

Key Numbers

Key Players & Entities

FAQ

Why did Procaps Group, S.A. delist from Nasdaq?

The 20-F filing states that Procaps Group's Ordinary Shares were delisted from Nasdaq effective February 4, 2025. The specific reasons for the delisting are not detailed in the provided excerpt, but it resulted in the shares being quoted on the OTC Expert Market under the symbol "PROCF" on an "unsolicited only" basis.

What is the current trading status of Procaps Group shares?

As of February 4, 2025, Procaps Group's Ordinary Shares are no longer listed on Nasdaq. They are currently quoted on the OTC Expert Market under the symbol "PROCF" on an "unsolicited only" basis, as stated in the 20-F filing.

How many Ordinary Shares and Warrants did Procaps Group have outstanding as of December 31, 2023?

As of December 31, 2023, Procaps Group had 112,824,183 Ordinary Shares outstanding and 23,375,000 Warrants to purchase Ordinary Shares outstanding, according to the 20-F filing.

What accounting standards does Procaps Group use for its financial statements?

Procaps Group prepares its financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), as indicated in the 20-F filing.

What are the key risks identified for Procaps Group's business?

The 20-F highlights several key risks, including the complex, risky, and lengthy process of developing new pharmaceutical products, strict controls on commercialization processes, and potential delays in regulatory reviews and approvals. Other risks mentioned are fluctuations in exchange rates and global supply chain issues.

Is Procaps Group considered an emerging growth company?

Yes, Procaps Group is indicated by check mark in the 20-F filing as an "emerging growth company" under the U.S. Jumpstart Our Business Startups Act of 2012 (JOBS Act).

Who is the company contact person for Procaps Group?

The company contact person for Procaps Group, S.A. is Melissa Angelini, whose contact details are provided as 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, with email ir@procapsgroup.com and Tel: +356 7995-6138.

What is the nominal value per Ordinary Share for Procaps Group?

The Ordinary Shares of Procaps Group, S.A. have a nominal value of U.S.$0.01 per share, as stated in the 20-F filing.

What does 'unsolicited only' mean for Procaps Group's shares on the OTC Expert Market?

The term 'unsolicited only' means that trading in Procaps Group's shares on the OTC Expert Market is limited to transactions initiated by investors without any solicitation from brokers or market makers. This typically indicates very low liquidity and limited market interest, making it difficult to buy or sell shares.

What was the Business Combination Agreement for Procaps Group?

The Business Combination Agreement, dated March 31, 2021, and amended September 29, 2021, was among Union Acquisition Corp. II, Crynssen Pharma Group Limited, Procaps Group, S.A., and Merger Sub. It led to the consummation of the Business Combination on September 29, 2021, which involved Union becoming a wholly owned subsidiary of Procaps Group.

Risk Factors

Industry Context

Procaps Group operates in the pharmaceutical and healthcare industry, a sector characterized by high R&D investment, stringent regulatory oversight, and intense competition. The industry is driven by innovation in drug development, increasing demand for healthcare services, and evolving market access strategies. Companies like Procaps face challenges in navigating complex global supply chains and adapting to diverse regulatory landscapes across different geographies.

Regulatory Implications

The company's operations are heavily influenced by regulatory bodies, particularly concerning the development, approval, and commercialization of pharmaceutical products. Delays in regulatory reviews pose a significant risk, potentially impacting product launch timelines and market penetration. Compliance with varying international regulations is crucial for sustained market access and growth.

What Investors Should Do

  1. Monitor trading activity on the OTC Expert Market.
  2. Evaluate the impact of exchange rate fluctuations.
  3. Assess the company's product pipeline and regulatory approval status.

Key Dates

Glossary

Ordinary Shares
The basic form of stock that represents ownership in a company and typically carries voting rights. (Represents the primary equity ownership in Procaps Group, with 112,824,183 shares outstanding as of December 31, 2023.)
Warrants
Financial instruments that give the holder the right, but not the obligation, to purchase a company's stock at a specific price within a certain timeframe. (Procaps Group had 23,375,000 warrants outstanding as of December 31, 2023, which represent potential future dilution of ordinary shares.)
IFRS
International Financial Reporting Standards, a set of accounting standards developed by the International Accounting Standards Board (IASB) for public use around the world. (Procaps Group prepares its financial statements in accordance with IFRS, ensuring a standardized reporting framework for global investors.)
Accelerated Filer
A classification for public companies that are required to file their annual reports more frequently and within shorter timeframes than non-accelerated filers. (Indicates Procaps Group meets certain revenue thresholds and is subject to more stringent SEC reporting requirements.)
Emerging Growth Company (EGC)
A designation for companies that have total annual gross revenues of less than $1.235 billion during their most recently completed fiscal year, allowing for certain regulatory and reporting accommodations. (Procaps Group benefits from reduced disclosure and compliance requirements under the JOBS Act.)
OTC Expert Market
A trading venue for securities quoted on an 'unsolicited only' basis, meaning market makers can initiate quotes without a company's direct involvement. (Procaps Group's shares are now quoted here after delisting from Nasdaq, suggesting a less liquid and potentially more volatile trading environment.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, or newly identified risks, is not available in the provided excerpt of the 20-F filing. The filing focuses on the current year's disclosures and forward-looking statements regarding market risk and operational challenges.

Filing Stats: 4,454 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2025-09-02 21:55:12

Key Financial Figures

Filing Documents

QUANTITATIVE AND QUALITATIVE DISCLOSURES REGARDING MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES REGARDING MARKET RISK 139 Item 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 140 Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 141 Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 141 Item 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 141 I tem 16. RESERVED 144 Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT 144 Item 16B. CODE OF ETHICS 144 Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 145 Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 146 Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 146 Item 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT. 146 Item 16G. CORPORATE GOVERNANCE 146 Item 16H. MINE SAFETY DISCLOSURE 146 I tem 16 I . DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 147 Item 16J. INSIDER TRADING POLICIES 127 Item 16K. CYBERSECURITY 128 Item 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 148 Item 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 148 Item 19. EXHIBITS 149

SIGNATURES

SIGNATURES 153 i Table of C o ntent FREQUENTLY USED TERMS In this Annual Report: "1915 Law" means the Luxembourg law of August 10, 1915 on commercial companies, as amended. "Adjusted EBITDA" means EBITDA further adjusted to exclude certain isolated costs incurred as a result of certain costs related to business transformation initiatives, certain foreign currency translation adjustments, and certain other finance costs and other nonrecurring, nonoperational or non-ordinary items as the Company may deem appropriate from time to time. "Annual Report" means this annual report on Form 20-F for the fiscal year ended December 31, 2023. "Board of Directors" means the board of directors of the Company. "Business Combination" means the transactions consummated pursuant to the Business Combination Agreement. "Business Combination Agreement" means the Business Combination Agreement, dated as of March 31, 2021, as amended on September 29, 2021, by and among Union, Crynssen, the Company and Merger Sub. "Closing" means the consummation of the Business Combination. "Closing Date" means September 29, 2021. "Code" means the Internal Revenue Code of 1986, as amended. "Company" means Procaps Group, S.A., a public limited liability company ( socit anonyme ) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies' Register ( Registre de Commerce et des Socits, Luxembourg ) under number B 253360. "COVID-19" means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic or disease outbreaks. "CRS" means the Common Reporting Standard for Automatic Exchange of financial account information in tax matters as set out in the CRS Law. "CRS Law" means the amended Luxembourg Law dated 18 December 2015 on the Common Reporting Standard ("CRS") impl

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