Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
08 Agosto 2024 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the
Securities Exchange Act of 1934
(Amendment No. 5)
Procaps Group, S.A.
(Name of Issuer)
Ordinary Shares, nominal value of $0.01 per share
(Title of
Class of Securities)
L7756P 102 (Ordinary Shares)
(CUSIP Number)
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)
(Name, Address
and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 8, 2024
(Date of Event
Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hoche Partners Pharma Holding S.A.
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(See Instructions)
(a) o
(b) o |
|
|
3 |
|
SEC USE ONLY
|
|
|
4 |
|
SOURCE OF FUNDS (See Instructions)
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
|
o |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Grand Duchy of Luxembourg |
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON |
|
7 |
SOLE
VOTING POWER
15,877,516 |
|
8 |
SHARED VOTING POWER
0 |
|
9 |
SOLE
DISPOSITIVE POWER
15,877,516 |
|
10 |
SHARED DISPOSITIVE POWER
0 |
|
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,877,516* |
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See Instructions) |
|
o |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%* |
|
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
|
|
Explanatory
Note:
This Amendment
No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D of Hoche Partners Pharma Holding
S.A. (the “Reporting Person”) that was filed with the Securities and Exchange Commission (the “Commission”)
on September 29, 2021 (the “Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D, filed with the
Commission on January 12, 2024, as amended by Amendment No. 2 to the Schedule 13D, filed with the Commission on February 20, 2024,
as amended by Amendment No. 3 to the Schedule 13D, filed with the Commission on July 22, 2024, and as further amended by Amendment
No. 4 to the Schedule 13D, filed with the Commission on July 29, 2024 with respect to the ordinary shares, nominal value of $0.01
per share, of Procaps Group, S.A., (the “Issuer” or “Procaps”). This amendment
to the Schedule 13D constitutes Amendment No. 5 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings
given to such terms in the Schedule 13D. This Amendment No. 5 is being filed for the purpose of publicly disclosing certain important
developments in connection with the Reporting Person’s investment in Procaps. Except as set forth herein, the Schedule 13D
is unmodified.
Item 4. | Purpose
of the Transaction |
Item
4 of the Schedule 13D is amended and supplemented as follows:
On
August 5, 2024, legal counsel to the Reporting Person issued preservation demand notices (the “Notice”) for
documents and information to the following individuals:
| 1. | Mr.
Ruben Minski Gontovnik; |
| 2. | Mr.
Jose Antonio Vieira; |
| 3. | Mr.
Luis Fernando Castro; |
| 4. | Mr.
David Yanovich Wancier; |
| 5. | Mr.
Kyle P. Bransfield; |
| 6. | Ms.
Sandra Sanchez y Oldenhage; and |
The
Notice requires the identified individuals to preserve all documents and materials related to, amongst other things, transactions
with affiliated parties, the 2012 related party loan for $2,500,000, financial statements, undisclosed related party transactions,
communications with the Securities and Exchange Commission and the Nasdaq, and communications with Deloitte & Touche S.A.S.
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: August 8, 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 |
Procaps (NASDAQ:PROCW)
Gráfica de Acción Histórica
De Sep 2024 a Oct 2024
Procaps (NASDAQ:PROCW)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024