Procaps Group Plans Up to $100M Private Offering

TL;DR

Procaps Group is raising up to $100M via a private securities offering, no registration needed.

AI Summary

Procaps Group, S.A. announced on November 27, 2024, that its Board of Directors approved a private offering of up to $100 million in securities. This offering is exempt from the registration requirements of the Securities Act of 1933.

Why It Matters

This private offering could provide Procaps Group with significant capital, potentially impacting its future growth and operational capacity.

Risk Assessment

Risk Level: medium — Private offerings can sometimes indicate a need for capital or a lack of confidence in raising funds through public markets, which could pose risks.

Key Numbers

• $100 million — Potential Capital Raise (Maximum amount Procaps Group intends to raise through the private offering.)

Key Players & Entities

• Procaps Group, S.A. (company) — The company making the announcement.
• $100 million (dollar_amount) — The maximum amount to be raised in the private offering.
• November 27, 2024 (date) — The date the Board of Directors approved the offering.
• Board of Directors (company) — The governing body that approved the offering.
• Securities Act of 1933 (company) — The legislation from which the offering is exempt.

FAQ

Key Financial Figures

• $100 million — dquo; Securities Act ”), of up to $100 million in securities in the form of ordinary s
• $40 million — nt to which the Company may issue up to $40 million in Secured Convertible Notes (the &ldqu
• $20 million — tions therein, of which an aggregate of $20 million in Convertible Notes were issued on Nov
• $35,000,000 — res in an aggregate amount in excess of $35,000,000 (such amount in excess of $35,000,000,
• $0 — conversion price per Ordinary Share of $0.75, or (b) in the event any Triggering
• $0.50 — conversion price per Ordinary Share of $0.50. “Triggering Event” means:
• $0.75 — issued pursuant to the Warrant shall be $0.75; provided that in the event a Triggerin
• $7,500,000 — utstanding principal amount of at least $7,500,000 or of any mortgage, indenture or other
• $15.0 million — nvestors (if any) who purchase at least $15.0 million in Ordinary Shares in connection with t
• $5.0 million — tle and interest in and to that certain $5.0 million junior unsecured subordinated promissor
• $2.2 million — e owed by Procaps S.A. to Originates by $2.2 million and treat such discounted $2.2 million
• $209 million — ”) with respect to approximately $209 million of the Obligors’ financial indebt

Filing Documents

• ea0223463-6k_procaps.htm (6-K) — 54KB
• ea022346301ex99-1_procaps.htm (EX-99.1) — 161KB
• ea022346301ex99-2_procaps.htm (EX-99.2) — 35KB
• ea022346301ex99-3_procaps.htm (EX-99.3) — 179KB
• ea022346301ex99-4_procaps.htm (EX-99.4) — 68KB
• ea022346301ex99-5_procaps.htm (EX-99.5) — 12KB
• ex99-5_001.jpg (GRAPHIC) — 10KB
• 0001213900-24-105118.txt ( ) — 524KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-40851 Procaps Group, S.A. (Translation of registrant’s name in English) 9 rue de Bitbourg, L-1273 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B253360 Tel : +356 7995-6138 (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K Introductory Explanatory Note On November 27, 2024, the Board of Directors (the “ Board ”) of Procaps Group, S.A. (the “ Company ”) approved the issuance, through a private offering or offerings (the “ Offering ”) exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), of up to $100 million in securities in the form of ordinary shares of the Company (“ Ordinary Shares ”) or securities convertible into Ordinary Shares. In connection with such approval, on November 29, 2024 (the “ Effective Date ”), the Company entered into a Secured Convertible Note Subscription Agreement (the “ NSA ”) with Hoche Partners Pharma Holdings S.A., an entity controlled by Alejandro Weinstein (“ Hoche ”), pursuant to which the Company may issue up to $40 million in Secured Convertible Notes (the “ Convertible Notes ”) to Hoche pursuant to the terms and conditions therein, of which an aggregate of $20 million in Convertible Notes were issued on November 29, 2024. The NSA and Convertible Notes are described further below. In connection with the Company’s entry into the NSA, the Company entered into various ancillary agreements described below. The transactions contemplated by the NSA and ancillary agreements described below (the “ Transaction Documents ”) are collectively referred to herein as the “ Transactions .” The sale and issuance of the initial Convertible Note pursuant to the NSA has not been, and any future sale and/or issuance of Convertible Notes and/or Ordinary Shares in connection with the Transactions will not be, registered under the Securities Act or any state securities laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Report on Form 6-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein or therein. Note Subscription Agreement and Convertible Notes As disclosed above, on November 29, 2024, the Company and Hoche entered into the NSA. In connection therewith, the Company issued to Hoche a Convertible Note in principal amount of $20 million (the “ Initial Note ”). Pursuant to the NSA, Hoche has the obligation to subscribe for and purchase an additional Convertible Note in principal amount of $20 million on or prior to December 31, 2024 (the “ Second Note ”); provided that in the event that other third-party investors subscribe for and purchase Ordinary Shares in an aggregate amount in excess of $35,000,000 (such amount in excess of $35,000,000, the “ Excess Amount ”), and consummate such investments prior to December 27, 2024, Hoche shall have the option (but not the obligation) to reduce the principal amount of the Second Note by an amount not to exceed the Excess Amount. There can be no assurances that any third-party investors will subscribe for or purchase any Ordinary Shares in connection with the Offering. The Convertible Notes bear interest at an annual rate of 8.50%, payable in-kind, quarterly in arrears, and mature on June 30, 2025. All accrued and unpaid interest due at the end of each such quarterly period shall be paid in kind by capitalizing such interest and adding it to (and thereby increasing) the then-outstanding principal amount of the Convertible Notes. Other key terms of the Convertible Notes, including those related to the conversion thereof, follow: Conversion Certain Definitions related to Conversion “ Conversion Amount ” means, with respect to the Initial Note, the original principal amount of the Initial Note, and with respect to the Second Note, the original principal amount of the Second Note (for the avoidance of doubt, the Conversion Amount shall not include any capitalized or accrued and unpaid interest on the Convertible Notes). 1 “ Conversion Price ” means (a) in the event no Triggering Event occurs, a conversion price per Ordinary Share of $0.75, or (b) in the event any Triggering Event occurs, a conversion price per Ordinary Shar

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View this 6-K filing on SEC EDGAR