Sec Form 13D Filing - Hoche Partners Pharma Holding S.A. filing for PROCAPS GROUP S A (PROCF) - 2025-04-16

1 Row 7 Sole Voting Power: This number represents the sum of: (I) 15,877,516 ordinary shares ("Ordinary Shares") of Procaps Group, S.A. (the "Issuer" or the "Company") that are currently held by Hoche Partners Pharma Holding S.A. ("Hoche"), and the number of Ordinary Shares: (i) issued to Hoche in connection with the conversion of a principal amount of $38,548,333.33 in secured convertible notes (the "Secured Convertible Notes") pursuant to the Secured Convertible Note Subscription Agreement entered into between Hoche and the Company dated as of April 9, 2025 (the "Subscription and Conversion Agreement"), as a result of which the Company issued to Hoche 610,618,300 Ordinary Shares at a conversion price of $0.06313 per share; and (ii) the number of Ordinary Shares issuable to Hoche under a warrant (the "Warrant") issued to Hoche on April 9, 2025, for a face amount of $5,000,000 (the "Warrant Amount"), which may be exercised in whole or in part to purchase a number of Ordinary Shares equal to the quotient obtained by dividing the Warrant Amount by $0.06313, resulting in the potential issuance of up to 79,201,647 Ordinary Shares to Hoche upon full exercise of the Warrant; and (II) 67,333,746 Ordinary Shares held by the Sognatore Trust, ("Sognatore"), the Simphony Trust ("Simphony"), and the Deseja Trust ("Deseja" and together with Sognatore and Simphony, the "Minski Trusts"), over which the Minski Trusts have granted an irrevocable proxy ("Proxy") to Hoche further to the shareholder nomination and voting agreement (the "Minski Shareholder Nomination Agreem ent"), entered into between Hoche, Alejandro Weinstein (an individual that controls Hoche), Caoton Company, S.A., acting as trustee to Sognatore, Commonwealth Trust Company, acting as trustee to Simphony, and Commonwealth Trust Company, acting as trustee of Deseja.The Proxy has been granted to Hoche until (x) the termination of the Minski Shareholder Nomination Agreement; (y) the expiration of Alejandro Weinstein's term as Chairman of the Board Shareholder Nomination Agreement; or (iii) voluntary resignation of Alejandro Weinstein as Chairman of the Board, whichever is earlier. However, the Proxy does not cover certain change of control events or amendment of the size or composition of the board of directors of the Company without the prior written consent of at least 75% of the Ordinary Shares held by all shareholders.2 Row 8 Shared Voting Power: This number represents the sum of (I) the aggregate number of Ordinary Shares held and issuable to Becaril S.A. ("Becaril") and Chemo Project S.A. ("Chemo"), consisting of: (i) with respect to Becaril: (a) 305,309,149 Ordinary Shares issued to Becaril pursuant to the Subscription and Conversion Agreement dated April 9, 2025, entered into between Becaril and the Company, and the assignment of rights from Hoche to Becaril under that certain Secured Convertible Note Subscription Agreement, originally entered into on November 29, 2024, as amended by that certain Amendment No. 1 dated April 3, 2025 (collectively, the "Note Subscription Agreement"), between Hoche and Procaps; and (b) 19,800,411 Ordinary Shares issuable to Becaril upon the exercise of a warrant issued on April 9, 2025, by Procaps to Becaril at an exercise price of $0.06313 per share, following an assignment of rights to receive those warrants from Hoche to Becaril; (ii) with respect to Chemo: (a) 305,309,149 Ordinary Shares issued to Chemo pursuant to the Subscription and Conversion Agreement dated April 9, 2025, entered into between Chemo and the Company, and the assignment of rights from Hoche to Chemo under the Note Subscription Agreement; and (b) 19,800,411 Ordinary Shares issuable to Chemo upon the exercise of a warrant issued on April 9, 2025, by Procaps to Chemo at an exercise price of $0.06313 per share, following an assignment of rights to receive those warrants from Hoche to Chemo; and (II) the aggregate number of Ordinary Shares held and issuable by Flying Fish Ventures L.P. ("Flying Fish Ventures"), Saint Thomas Commercial S.A. ("ST Commercial"), and Santana S.A. ("Santana"), consisting of: (i) with respect to Flying Fish Ventures: (a) 2,660,000 Ordinary Shares of Procaps previously held by Flying Fish Ventures; (b) 452,215,004 Ordinary Shares issued to Flying Fish Ventures pursuant to the Subscription and Conversion Agreement dated April 9, 2025, entered into between Flying Fish Ventures and the Company, and the assignment of rights from Hoche to Chemo under the Note Subscription Agreement; and (c) 29,327,792 Ordinary Shares issuable to Flying Fish Ventures upon the exercise of a warrant, issued on April 9, 2025, by Procaps to Flying Fish Ventures at an exercise price of $0.06313 per share, following an assignment of rights to receive those warrants from Hoche to Flying Fish Ventures; (ii) with respect to ST Commercial: (a) 280,000 Ordinary Shares of Procaps previously held by ST Commercial (b) 79,201,644 Ordinary Shares issued to ST Commercial pursuant to the Subscription and Conversion Agreement dated April 9, 2025, entered into between ST Commercial and the Company, and the assignment of rights from Hoche to ST Commercial under the Note Subscription Agreement; and (c) 5,136,515 Ordinary Shares issuable to ST Commercial upon the exercise of a warrant issued on April 9, 2025, by Procaps to ST Commercial at an exercise price of $0.06313 per share, following an assignment of rights to receive those warrants from Hoche to ST Commercial; and, (iii) with respect to Santana: (a) 1,140,000 Ordinary Shares of Procaps previously held by Santana; (b) 79,201,644 Ordinary Shares issued to Santana pursuant to the Subscription and Conversion Agreement dated April 9, 2025, entered into between Santana and the Company, and the assignment of rights from Hoche to Santana under the Note Subscription Agreement; and (c) 5,136,515 Ordinary Shares issuable to Santana upon the exercise of a warrant issued on April 9, 2025, between Procaps and Santana at an exercise price of $0.06313 per share, following an assignment of rights to receive those warrants from Hoche to Santana.On April 9, 2025, Hoche, Becaril, Chemo, Flying Fish Ventures, ST Commercial, and Santana (collectively, the "Anchor Investors") entered into a Shareholder Nomination and Voting Agreement, pursuant to which, among other things, in connection with any general meeting of shareholders of the Company at which directors are to be elected, the parties thereto agreed to exercise reasonable best efforts, including by voting their Ordinary Shares, to propose for appointment or re-appointment three individuals designated by Hoche, who may continue to be: (i) Mr. Alejandro Weinstein, (ii) Mr. Nicolas Weinstein, and (iii) Mr. Alberto Eguiguren Correa. As a result, Hoche may be deemed to have shared voting power over the aggregate number of Ordinary Shares held and issuable to the Anchor Investors (but not dispositive power over such Ordinary Shares).Accordingly, Hoche may be deemed to have voting power with respect to an aggregate of 2,077,549,443 Ordinary Shares, which includes: (i) an aggregate of 1,304,518,234 Ordinary Shares held by or issuable to the Anchor Investors, over which Hoche may be deemed to share voting power pursuant to the Shareholder Nomination and Voting Agreement; and (ii) an aggregate of 773,031,209 Ordinary Shares over which Hoche has sole voting power, including Ordinary Shares directly held by Hoche, the Ordinary Shares issuable to Hoche upon exercise of the Warrant, and the Ordinary Shares subject to an irrevocable proxy granted under the Minski Shareholder Nomination Agreement.3 Row 9 Sole Dispositive Power: This number excludes the Proxy given to Hoche pursuant to the Minski Shareholder Nomination Agreement. See Item 5 for additional details.4 Row 11 Aggregate Amount Beneficially Owned by each Reporting Person: This number represents the sum of (I) the aggregate of 1,304,518,234 Ordinary Shares held by or issuable to the Anchor Investors, over which Hoche may be deemed to share voting power pursuant to the Shareholder Nomination and Voting Agreement entered into between Hoche and the Anchor Investors on April 9, 2025; and (II) the aggregate of 773,031,209 Ordinary Shares over which Hoche has sole voting power, including the Ordinary Shares directly held by Hoche, the Ordinary Shares issuable to Hoche upon exercise of the Warrant, and the Ordinary Shares subject to an irrevocable proxy granted under the Minski Shareholder Nomination Agreement. See Item 5 for additional details.5 Row 13 Percent of Class Represented by Amount in Row 11: Based on 2,462,268,603 Ordinary Shares of Procaps, which includes (i) 112,824,183 Ordinary Shares issued and outstanding as of April 3, 2025 as represented by the Company in the Subscription and Conversion Agreement (as defined in Footnote 1 above), (ii) an aggregate of 1,304,518,234 Ordinary Shares held by or issuable to the Anchor Investors in connection with the transactions reported on this Schedule 13D, (iii) an aggregate of 773,031,209 Ordinary Shares over which Hoche has sole voting power, and (iv) an aggregate of 271,894,977 Ordinary Shares issued to other third-party investors in connection with the Company Equity Raise (as defined in Item 4 below).Explanatory Note:This Amendment No. 14 ("Amendment No. 14") amends and supplements the statement on Schedule 13D of Hoche Partners Pharma Holding S.A. (the "Reporting Person" or "Hoche") 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, as amended by Amendment No. 4 to the Schedule 13D, filed with the Commission on July 29, 2024, as amended by Amendment No. 5 to the Schedule 13D, filed with the Commission on August 8, 2024, as amended by Amendment No. 6 to the Schedule 13D, filed with the Commission on August 12, 2024, as amended by Amendment No. 7 to the Schedule 13D, filed with the Commission on August 23, 2024, as amended by Amendment No. 8 to the Schedule 13D, filed with the Commission on September 4, 2024, as amended by Amendment No. 9 to the Schedule 13D, filed with the Commission on September 19, 2024, as amended by Amendment No. 10 to the Schedule 13D, filed with the Commission on October 10, 2024, as amended by Amendment No. 11 to the Schedule 13D, filed with the Commission on October 28, 2024, as amended by Amendment No. 12 to the Schedule 13D, filed with the Commission on October 29, 2024, and as further amended by Amendment No. 13 to the Schedule 13D, filed with the Commission on November 29, 2024, with respect to the ordinary shares, nominal value of $0.01 per share, of Procaps Group, S.A., (the "Issuer" or "Procaps"). Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. This Amendment No. 14 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.