Hoche Partners Pharma Holding S.A. Amends Procaps Group Stake

TL;DR

Hoche Partners Pharma Holding S.A. updated its 13D filing for Procaps Group, S.A. on 7/22/24.

AI Summary

Hoche Partners Pharma Holding S.A. filed an amendment (No. 3) to its Schedule 13D on July 22, 2024, regarding its holdings in Procaps Group, S.A. The filing indicates a change in the reporting person's beneficial ownership of the ordinary shares of Procaps Group, S.A.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of Procaps Group, S.A., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, often indicate significant changes in a major shareholder's intentions or holdings, which can introduce volatility.

Key Players & Entities

• Hoche Partners Pharma Holding S.A. (company) — Filing Person
• Procaps Group, S.A. (company) — Subject Company
• July 22, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — er) Ordinary Shares, nominal value of $0.01 per share (Title of Class of Securiti
• $2.5 million — related to a 2012 loan in the amount of $2.5 million that involved related parties. The pres

Filing Documents

• procaps_13da3.htm (SC 13D/A) — 42KB
• ex99_14.htm (EX-99.14) — 29KB
• ex99_14.jpg (GRAPHIC) — 3KB
• 0001019056-24-000212.txt ( ) — 78KB

Purpose

Item 4. Purpose of the Transaction Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2024, the Issuer disclosed that it was unable to file its Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (the “ Form 20-F ”) within the prescribed time period because it needed additional time to prepare and complete its review of its financial statements for the year ended December 31, 2023, including with respect to an ongoing internal investigation initiated by the Issuer’s Audit Committee with the assistance of external advisors into matters involving the Company’s historical accounting treatment and associated financial statement disclosure related to a 2012 loan in the amount of $2.5 million that involved related parties. The press release is attached hereto as Exhibit 99.11. On May 20, 2024, the Issuer disclosed that on May 16, 2024, it received a delinquency letter (the “ Nasdaq Letter ”) from the Listing Qualifications Department of The Nasdaq Stock Market (“ Nasdaq ”). The Nasdaq Letter notified the Issuer that since it had not yet filed its Form 20-F for the year ended December 31, 2023, the Issuer was not in compliance with Nasdaq’s Listing Rule 5250(c)(1) relating to filing periodic financial reports for continued listing. The press release is attached hereto as Exhibit 99.12. On July 10, 2024, the Issuer announced that on July 3, 2024, its independent statutory auditor, Deloitte & Touche S.A.S (“ Deloitte ”) had withdrawn its audit report regarding the “… Company’s consolidated financial statements as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022, issued on May 12, 2023… ” because Deloitte could no longer continue to rely on representations made to Deloitte in the Company’s management representations letter. The Issuer’s Form 6-K is attached hereto

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended by adding the following: Exhibit 99.11 — Press release issued by Procaps Group, S.A., dated May 14, 2024 incorporated herein by reference to the Form 6-K filed by Procaps Group, S.A. with the Securities and Exchange Commission on May 14, 2024. Exhibit 99.12 — Press release issued by Procaps Group, S.A., dated May 20, 2024 incorporated herein by reference to the Form 6-K filed by Procaps Group, S.A. with the Securities and Exchange Commission on May 20, 2024. Exhibit 99.13 — Form 6-K filed by Procaps Group, S.A. with the Securities and Exchange Commission on July 10, 2024. Exhibit 99.14 — Letter from Gibbons P.C. to the Chief Executive Officer and Board of Directors of Procaps Group, S.A. dated July 18, 2024. SIGNATURE After reasonable inquiry and to the best of the Reporting Person’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 22, 2024 hoche partners pharma holding s.a. By: /s/ Roman Sokolowski Name: Roman Sokolowski Title: Director Stonehage Fleming Corporate Service Luxembourg S.A., Director By: /s/ Alexander Ludbrook-Miles Name: Alexander Ludbrook-Miles Title: Director By: /s/ Ariane Vansimpsen Name: Ariane Vansimpsen Title: Director

View Full Filing

View this SC 13D/A filing on SEC EDGAR