Hoche Partners Pharma Updates Procaps Group Stake

TL;DR

Hoche Partners Pharma filed an amendment on their Procaps Group stake. Check the details.

AI Summary

Hoche Partners Pharma Holding S.A. filed an amendment (No. 13) to its Schedule 13D on November 29, 2024, regarding its holdings in Procaps Group, S.A. The filing indicates a change in the reporting person's beneficial ownership of Procaps Group's ordinary shares. The specific details of the change, including the number of shares and percentage of ownership, are not fully detailed in the provided text but represent an update to their previous filing.

Why It Matters

This filing signals a potential shift in significant ownership for Procaps Group, S.A., which could influence the company's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D amendments often indicate significant changes in beneficial ownership, which can impact stock price and require further investigation into the reasons for the change.

Key Players & Entities

• Hoche Partners Pharma Holding S.A. (company) — Filing Person
• Procaps Group, S.A. (company) — Subject Company
• November 29, 2024 (date) — Date of Event
• Amendment No. 13 (document_detail) — Filing Amendment Number

FAQ

Key Financial Figures

• $0.01 — er) Ordinary Shares, nominal value of $0.01 per share (Title of Class of Securiti
• $20 million — he conversion of an aggregate amount of $20 million in secured convertible notes (the &ldqu
• $40 million — er to which the Company may issue up to $40 million in secured convertible notes, where Hoc
• $0.75 — into Ordinary Shares of the Company at $0.75 per Ordinary Share; (ii) the exercise o
• $0.25 — y multiplying (x) $20 million by (y) by $0.25 (such product, the “ Warrant Amou
• $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 ” mea
• $5 million — conversion of the Warrant Amount, i.e., $5 million ($20 million multiplied by $0.25) to 6,

Filing Documents

• procaps_13da13.htm (SC 13D/A) — 61KB
• 0001019056-24-000338.txt ( ) — 62KB

of the Schedule 13D is amended

Item 4 of the Schedule 13D is amended and supplemented as follows: On November 29, 2024 (the “ Effective Date ”), the Company entered into a Secured Convertible Note Subscription Agreement (the “ NSA ”) with Hoche, pursuant to which the Company may issue up to $40 million in Secured Convertible Notes (the “ Convertible Notes ”) to Hoche, 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. Note Subscription Agreement and Convertible Notes 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 any private securities offering by the Company. 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 (excluding any capitalized or accrued and unpaid interest on the Convertible Note

is

Item 5 is hereby amended as follows: Hoche may be deemed to beneficially own an aggregate of 116,544,594 Ordinary Shares. This number represents a sum of: (i) 15,877,516 Ordinary Shares held by Hoche; plus (ii) 26,666,666 Ordinary Shares issued to Hoche (assuming conversion of the Initial Note of $20 million at the Conversion Price of $0.75, where there is no Triggering Event, and such shares, the “ Initial Note Ordinary Shares ”); plus (iii) conversion of the Warrant Amount, i.e., $5 million ($20 million multiplied by $0.25) to 6,666,666 Ordinary Shares issued to Hoche (assuming conversion of the Warrant Amount of $5 million at the Exercise Price of $0.75, where there is no Triggering Event, and such shares, the “ Warrant Ordinary Shares ”); plus (iv) the sole voting power of an aggregate of 67,333,746 Ordinary Shares held by the Minski Trusts, which shares are subject to the Proxy held by Hoche, excluding events requiring the Supermajority Approval. Hoche may be deemed to exercise sole voting power over an aggregate of 116,544,594 Ordinary Shares. Hoche will have dispositive power over an aggregate of 49,210,848 Ordinary Shares. This number represents a sum of: (i) 15,877,516 Ordinary Shares held by Hoche; plus (ii) the Initial Note Ordinary Shares; plus (iii) the Warrant Ordinary Shares. The Second Note has not been included in the above calculation, since Hoche has the option (but not the obligation) to reduce the principal amount of the Second Note by an amount not to exceed the Excess Amount, and there can be no assurances that any third-party investors will subscribe for or purchase any Ordinary Shares in connection with private securities offerings by the Company. The calculations of the beneficial of the foregoing items may change. Hoche will file an updated Schedule 13D amendment in case of issuanc

View Full Filing

View this SC 13D/A filing on SEC EDGAR