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 January 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 ☐
Explanatory Note
The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by Procaps Group, S.A. under the Securities Act of 1933, as amended, or the Exchange Act.
Exhibit Index
| Exhibit Number |
Exhibit Title | |
| 99.1 | Notice to Shareholders of Procaps Group, S.A. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PROCAPS GROUP, S.A. | ||
| By: | /s/ José Antonio Toledo Vieira | |
| Name: | José Antonio Toledo Vieira | |
| Title: | Chief Executive Officer | |
Dated: January 16, 2024
2
Exhibit 99.1
January 15, 2024
Dear Shareholders,
We became aware on Saturday, January 13, 2024, that the online voting instructions related to the upcoming General Meeting of Shareholders of the Company scheduled for January 22, 2024, were incorrect. Notwithstanding the Company’s diligent review of all relevant materials, a third party unilaterally included on the online version an inaccurate statement that the Board of Directors of the Company had recommended a vote in favor of the proposals to be voted on. We are currently investigating the reason for such erroneous inclusion and have requested a correction of all inaccurate statements.
We are discussing next steps with Company’s counsel but wanted all shareholders of the Company to be aware that the Board of Directors HAS NEVER recommended that the shareholders vote “for” any of the items in the agenda.
Sincerely,
Procaps Group, S.A.
Investor Contact:
Melissa Angelini
IR Director - Procaps Group
ir@procapsgroup.com
investor.procapsgroup.com
This press release includes “forward-looking statements.” Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks included under the header “Risk Factors” in Procaps’ annual report on Form 20-F filed with the SEC, as well as Procaps’ other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, you should not put undue reliance on these statements.