Procaps Group Appoints Interim CFO for Financial Restatement

TL;DR

Procaps Group names new interim CFO to fix 2023/2024 financials.

AI Summary

Procaps Group, S.A. announced on December 27, 2024, that its Board of Directors appointed an Interim Chief Financial Officer, effective December 19, 2024. This appointment is to oversee the restatement process and financial reporting, including the preparation of the company's 2023 and 2024 financial statements and Annual Reports on Form 20-F.

Why It Matters

This appointment signals a focus on correcting past financial reporting issues, which could impact investor confidence and the accuracy of future financial disclosures.

Risk Assessment

Risk Level: medium — The need for an interim CFO to handle financial restatements suggests potential accounting irregularities or significant reporting challenges.

Key Players & Entities

• Procaps Group, S.A. (company) — Registrant
• December 27, 2024 (date) — Date of Board of Directors decision
• December 19, 2024 (date) — Effective date of Interim CFO appointment
• Interim Chief Financial Officer (person) — Newly appointed role
• 2023 (date) — Fiscal year for financial statements
• 2024 (date) — Fiscal year for financial statements
• Form 20-F (document) — Annual Report filing requirement

FAQ

Key Financial Figures

• $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

Filing Documents

• ea0226337-6k_procaps.htm (6-K) — 17KB
• 0001213900-24-113641.txt ( ) — 18KB

From the Filing

UNITED STATES 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 Appointment of Interim CFO As previously disclosed by Procaps Group, S.A. (the “ Company ”), effective December 19, 2024, the Company appointed an Interim Chief Financial Officer to focus on the restatement process and financial reporting, including the preparation and signing of the company’s 2023 and 2024 financial statements and Annual Reports on Form 20-F. On December 27, 2024, the Board of Directors (the “ Board ”) of the Company formally appointed Daniel Bernal as the Interim Chief Financial Officer (“ Interim CFO ”). Mr. Bernal was appointed as Interim CFO in connection with the Company’s engagement of Moore Colombia to assist the Company with respect to the finalization of its financial statements. Mr. Daniel Bernal is a Managing Partner of Moore Colombia, a consulting firm that provides specialized consulting services across a wide range of professional services, a position he has held since 2022. In his role as Managing Partner, Mr. Bernal is responsible for the design and control of Moore Colombia’s operation of each of the professional service areas provided. Mr. Bernal has over 29 years of experience working in a host of multinational and national professional services firms. Prior to his position as Managing Partner at Moore Colombia, from 2020 to 2022, Mr. Bernal was a Managing Partner at Audit Business Enterprise, a firm that provides auditing and business process outsourcing services, and from 1998 to 2020, an Audit Partner at Deloitte & Touche, a professional services firm. Mr. Bernal holds a degree in Public Accounting from Santo Tomas de Aquino University and is a certified public accountant in Colombia. Additionally, Mr. Bernal holds certificates in IFRS standards, international auditing standards, and PCAOB accounting standards. Other than as discussed above, there are no arrangements or understandings between Mr. Bernal and any other person pursuant to which Mr. Bernal was appointed as Interim CFO of the Company. In addition, since the beginning of the Company’s last fiscal year, there are no family relationships between Mr. Bernal and any director or executive officer of the Company, and Mr. Bernal does not have any other direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 7B of Form 20-F. Issuance of Additional Convertible Note As previously disclosed by the Company, on November 29, 2024, 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, the Company’s Chairman of the Board (“ 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. As previously disclosed, pursuant to the NSA and subject to certain limited exceptions, H oche had the obligation to subscribe for and purchase an additional Convertible Note in principal amount of $20 million on or prior to December 29, 2024 (the “ Second Note ”). On December 27, 2024, the Company issued the Second Note to Hoche and received an additional $20 million in gross proceeds. 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 were previously disclosed by the Company on a Form 6-K filed by the Company with the Securities and Exchange Commission on December 3, 2024. The sale and issuance of the Convertible Notes pursuant to the NSA have not been, and any future sale and/or issuance of ordinary shares of the Company 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 appl

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