Sofgen Pharma S.A 6-K, filed Nov 19, 2025
Sofgen Pharma S.A. (PROCF)
About this 6-K
Sofgen Pharma S.A filed this 6-K on November 19, 2025.
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 November 2025
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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On November 19, 2025, Procaps Group, S.A. (the “Company”) announced that an extraordinary general meeting of shareholders (the “Extraordinary Meeting”) and an annual general meeting of shareholders (the “Annual General Meeting” and together with the Extraordinary Meeting, the “Meetings”) are to be held on Friday, December 5, 2025, at 6:00 p.m. (Luxembourg time).
The record date for the determination of shareholders entitled to vote at the Meetings is November 12, 2025. The Convening Notice to the Meetings and the Proxy Cards for use in connection with the Meetings are attached hereto as Exhibit 99.1, 99.2, and 99.3, respectively, and will be mailed to the Company’s shareholders.
The information contained in Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 are 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 they be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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/ Melissa Angelini | |
| Name: | Melissa Angelini | |
| Title: | Interim Chief Executive Officer | |
Dated: November 19, 2025
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Exhibit 99.1
Dear Shareholders,
We are pleased to inform you that an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) and the annual general meeting of shareholders (the “Annual General Meeting”) of Procaps Group, S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 253360 (the “Company”) will be held on 5 December 2025.
The Extraordinary General Meeting will be held at 6 p.m. Luxembourg time at the offices of 55LEGAL, 31, Grand-Rue, L-1661 Luxembourg, Grand Duchy of Luxembourg, for the purpose of changing the corporate denomination of the Company, as more fully described in the agenda of that meeting.
Immediately following the conclusion of the Extraordinary General Meeting, the Company will hold the Annual General Meeting at the same place.
The Company being a Luxembourg company, its affairs are governed by the provisions of the laws of Luxembourg (the “Luxembourg Laws”). In accordance with the provisions of the Luxembourg Laws, the Company’s rectified audited consolidated financial statements for the financial years ended December 31, 2021 and December 31, 2022 and the Company’s audited consolidated financial statements for the financial years ended December 31, 2023 have been prepared in accordance with the International Financial Reporting Standards and Company’s unaudited standalone annual accounts for the financial years ended December 31, 2023 been prepared in accordance with the Luxembourg Generally Accepted Accounting Principles.
Enclosed with this mailing are the convening notice to the Extraordinary General Meeting and the Annual General Meeting, an annex containing the proposed resolutions and recommendations in relation to the Extraordinary General Meeting and the Annual General Meeting, as well as a form of proxy card to submit your votes in relation to these meetings.
| Sincerely, | |
| Mr. Alejandro Weinstein | |
| Chairman of the Board of Directors | |
| 13 November, 2025 |
Procaps Group, S.A.
société anonyme
Registered office: 9, rue de Bitbourg, L-1273 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 253360
(the “Company”)
|
CONVENING NOTICE TO THE EXTRAORDINARY GENERAL
MEETING AND TO BE HELD ON 5 DECEMBER 2025 AT THE OFFICES OF 55LEGAL, 31, -RUE, L-1661 LUXEMBOURG, GRAND DUCHY OF LUXEMBOURG
|
Dear Shareholders,
The board of directors of the Company (the “Board of Directors” and each a “Director”) is pleased to invite you to attend an extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”) and the annual general meeting of shareholders of the Company (the “Annual General Meeting” and together with the Extraordinary General Meeting, the “Meetings”) to be held on 5 December, 2025.
The Extraordinary General Meeting will be held at 6 p.m. Luxembourg time at the offices of 55LEGAL, 31, Grand-Rue, L1661 Luxembourg, Grand Duchy of Luxembourg, for the purpose of changing the corporate denomination of the Company, as more fully described in the agenda of that meeting.
Immediately following the conclusion of the Extraordinary General Meeting, the Company will hold the Annual General Meeting at the same place.
The audit committee of the Company previously reported to the Board the final results of the Company’s independent investigation on certain related party transactions and among other consequences concluded that the Company’s previously issued audited consolidated financial statements for the financial years ended December 31, 2021 and December 31, 2022 should no longer be relied upon.
Consequently, the Company is hereby submitting, amongst others matters, rectified audited consolidated financial statements for the financial years ended December 31, 2021 and December 31, 2022 to the Company’s shareholders.
The Company is further submitting hereby the audited consolidated financial statements for the financial year ended December 31, 2023, together with the unaudited standalone annual accounts for the financial year ended December 31, 2023.
An annex to the present convening notice to the Meetings, containing the proposed text of the resolutions and voting recommendations in relation to the Meetings and the agendas of the Meetings below will be made available to the shareholders of the Company on the Company’s website https://investor.procapsgroup.com, under Governance, at Governance Documents (https://investor.procapsgroup.com/governance/governance-documents).
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I. AGENDAS OF THE MEETINGS
| A. | Agenda of the Extraordinary General Meeting |
| 1. | Decision to change the name of the Company from “Procaps Group, S.A.” to “Sofgen Pharma S.A.” and subsequent amendment of article 1 of the articles of association. |
| 2. | Delegation of powers. Miscellaneous. |
| B. | Agenda of the Annual General Meeting |
| 1. | Disclosure of conflicts of interest arising from transactions subject to Article 441-7 of the law of August 10, 1915 on commercial companies, as amended and article 22 of the Company’s consolidated articles of association as of April 11, 2025. |
| 2. | Presentation of the rectified report of the independent auditor of the Company in respect of the rectified consolidated financial statements for the financial year ended December 31, 2021. |
| 3. | Presentation and approval of the rectified audited consolidated financial statements for the financial year ended December 31, 2021 prepared in accordance with the International Financial Reporting Standards (IFRS). |
| 4. | Presentation of the rectified report of the independent auditor of the Company in respect of the rectified consolidated financial statements for the financial year ended December 31, 2022. |
| 5. | Presentation and approval of the rectified audited consolidated financial statements for the financial year ended December 31, 2022 prepared in accordance with the International Financial Reporting Standards (IFRS). |
| 6. | Presentation of the report of the independent auditor of the Company in respect of the consolidated financial statements for the financial year ended December 31, 2023. |
| 7. | Presentation of the report of the statutory auditor of the Company in respect of the standalone annual accounts for the financial year ended December 31, 2023. |
| 8. | Presentation and approval of the audited consolidated financial statements for the financial year ended December 31, 2023 prepared in accordance with the International Financial Reporting Standards (IFRS). |
| 9. | Presentation and approval of the unaudited standalone annual accounts for the financial year ended December 31, 2023 prepared in accordance with the Luxembourg Generally Accepted Accounting Principles (Lux GAAP). |
| 10. | Presentation of the annual report on Form 20-F of the Company for the financial year ended December 31, 2023 and as filed with the U.S. Securities and Exchange Commission in respect of the annual accounts and the consolidated financial statements for the financial year ended December 31, 2023, which Form 20-F also includes the restated consolidated financial statements for the financial years ended December 31, 2021 and December 31, 2022 and the associated audit report of the independent auditor of the Company. |
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| 11. | Allocation of results for the financial year ended December 31, 2023. |
| 12. | Vote on discharge (quitus) to Mr. Carlos Piocuda, as statutory auditor (commissaire aux comptes) of the Company, for the proper performance of his duties as statutory auditor (commissaire aux comptes) for and in connection with the financial year ended December 31, 2023. |
| 13. | Vote on discharge (quitus) to Mr. José Minski, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31, 2023. |
| 14. | Vote on discharge (quitus) to Mr. Ruben Minski, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31, 2023. |
| 15. | Vote on discharge (quitus) to Mr. Kyle P. Bransfield, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31, 2023. |
| 16. | Vote on discharge (quitus) to Ms. Sandra Sanchez y Oldenhage, as member of the Board of Directors, for the proper performance of her duties as member of the Board of Directors for and in connection with the financial year ended December 31, 2023. |
| 17. | Vote on discharge (quitus) to Mr. Luis Fernando Castro, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31, 2023. |
| 18. | Vote on discharge (quitus) to Mr. David Yanovich, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31, 2023. |
| 19. | Vote on discharge (quitus) to Mr. Alberto Eguiguren Correa, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31, 2023. |
| 20. | Vote on discharge (quitus) to Mr. Daniel W. Fink, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31, 2023. |
| 21. | Vote on discharge (quitus) to Mr. Alejandro Weinstein, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31, 2023. |
| 22. | Confirmation of the mandate of Mr. Carlos Garcia Iragorri in replacement of Mr. Roberto Albisetti as of May 8, 2025 by way of co-option. |
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| 23. | Confirmation of the mandate of Mr. Manuel José Vial Claro in replacement of Mr. Ernesto Carrizosa as of May 8, 2025 by way of co-option. |
| 24. | Confirmation of the mandate of Mr. Fernando Moreira in replacement of Mr. Jorddy Antonio Perez Galindo as of July 14, 2025, by way of co-option. |
| 25. | Confirmation of the mandate of Mr. Carlos Romero-Camacho in replacement of Mr. Jose Frugone Domke as of July 14, 2025 by way of co-option. |
| 26. | Approval of the remuneration to be paid to Mr. Alejandro Weinstein as an executive chairman of the Company from April 1st, 2025 and to the members of the Board of Directors from September 1st, 2025. |
| 27. | Approval and, to the extent necessary ratification of the remuneration of the members of the audit, compensation and nominating committees of the Company from September 1st, 2025, as proposed by the compensation committee of the Company. |
| 28. | Delegation of powers. Miscellaneous. |
II. AVAILABILITY OF THE DOCUMENTATION, ATTENDANCE AND VOTING PROCEDURE
| A. | Available information and documentation |
In accordance with Article 461-6 of the Law, as of September 20, 2025, shareholders may take notice at the Company’s registered office of the following documents and/or information:
| - | the 2023 Annual Accounts, the 2021 Rectified Consolidated Financial Statements, the 2022 Rectified Consolidated Financial Statements, and the 2023 Consolidated Financial Statements; |
| - | the list of Directors as well as the name of the independent auditor (réviseur d’entreprises agréé) and of the statutory auditor (commissaire aux comptes) of the Company; |
| - | the list of the sovereign debt, shares, bonds and other company securities which make up the portfolio of the Company; |
| - | the list of the shareholders of the Company who have not fully paid up their shares, if any, with an indication of the number of their shares and their domicile; |
| - | the 2023 Form 20-F (which includes the rectified financial statements for the financial years ended December 31, 2021 and December 31, 2022; |
| - | the 2021 Rectified Independent Auditor Report, the 2022 Rectified Independent Auditor Report, and the 2023 Independent Auditor Report; |
| - | the 2023 Statutory Auditor Report; and |
| - | the text of the proposed amendments to the articles of association of the Company and the draft of the resulting consolidated version of the articles of association. |
Certain of these documents are also made available in the investors section of the Company’s website https://investor.procapsgroup.com, under Governance, at Governance Documents (https://investor.procapsgroup.com/governance/governance-documents).
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| B. | Quorum and majority requirements |
Each of the items to be voted on at the Extraordinary General Meeting would be adopted by a majority of at least two-thirds (2/3) of the votes validly cast at the Extraordinary General Meeting provided that a quorum of more than half of the Company’s share capital is present or represented at the Extraordinary General Meeting. If no quorum is reached at the Extraordinary General Meeting, a second extraordinary general meeting may be convened and resolutions shall be adopted, regardless of the quorum, at a majority of at least two-thirds (2/3) of the votes validly cast.
Each of the items to be voted on at the Annual General Meeting would be adopted at a simple majority of votes validly cast that would vote in favour, regardless of the portion of the issued share capital of the Company represented at the Annual General Meeting. Items 1, 2, 4, 6, 7, 10 of the Annual General Meeting do not require any vote.
| C. | Requirements for participating in the Meetings and exercising voting rights |
The rights of any registered shareholder and of any holder of the Company’s shares held in the name of Cede & Co. on behalf of the Depository Trust and Clearing Corporation (“DTCC”) to participate in the Meetings shall be determined with respect to the shares of the Company held by that holder on 12 November 2025 (midnight) Luxembourg time (the “Record Date”).
| D. | Procedures for attending the Meetings, voting by proxy, voting instruction and/or submitting votes |
| (a) | Submitting votes as a street name holder |
Without prejudice to the possibility to attend the Meetings in person (cf. section II. D. (c) below), holders of shares held through the operator of a securities settlement system or with a depositary (including nominees or brokers that hold shares through DTCC) wishing to vote at the Meetings should request from their operator or depositary or sub-depositary a certificate certifying the number of ordinary shares recorded in their account on the Record Date or any other proof of detention of ownership in a form acceptable to the Company at its own and full discretion.
To vote in the Meetings, such holders of shares held through the operator of a securities settlement system or with a depositary (including nominees or brokers that hold shares through DTCC) shall submit a copy of such certificate or other proof of detention in writing by mail or by e-mail via their custodian to the Company’s registrar and transfer agent, Continental Stock Transfer & Trust Company (“CST”) (the details of which are included in section II. F. (b) of this convening notice) at the latest on December 2nd 11:59PM EST (December 3rd 2025, 5:59AM Luxembourg time) the “Cut-Off Date/Time”).
Holders of shares held through a brokerage account, should contact their broker to receive information on how to vote their shares.
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Holders of shares held through the operator of a securities settlement system or with a depositary (including nominees or brokers that hold shares through DTCC) have the right to instruct their nominee or broker on how to vote with a voter instruction form, or as may otherwise be established by the nominee or broker. Beneficial holders who wish to vote directly must request the nominee or broker that appears as the registered shareholder on the Record Date to issue a legal proxy which allows the beneficial owner to vote his or her shares directly. Beneficial owners who do not vote via their brokers or nominees in accordance with the instructions received or do not have a legal proxy are not eligible to vote.
Votes must be received by CST (the details of which are included in section II. F. (b) of this convening notice), in writing by mail or by e-mail, no later than the Cut-Off Date/Time to be considered validly submitted.
| (b) | Submitting votes as a registered shareholder |
Without prejudice to the possibility to attend the Meetings in person (cf. section II. D (c) below), holders of shares held by name directly in the books and records of the Company´s registrar and transfer agent, CST (i.e., other than through a brokerage account) who wish to participate and exercise their voting rights at the Meetings can exercise their voting rights in one of the following manners:
| ● | Voting by Internet |
Registered shareholders with shares registered directly in their names with CST will also be able to vote by Internet. If your shares are held in an account at a brokerage firm or bank participating in this program or registered directly in your name with CST you may vote those shares by accessing the Internet website address specified on your form of Proxy Card (as defined hereinafter) instead of completing and signing the Proxy Card itself. Submitting an Internet proxy will not affect your right to vote at the Meetings should you decide to attend the Meetings. The Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ instructions have been recorded properly. The deadline to vote by Internet is the Cut-Off Date/Time.
| ● | Proxy voting representative appointed by the Company |
Holders of shares held by name directly in the books and records of the Company´s registrar and transfer agent, CST (i.e., other than through a brokerage account) who do not wish to attend the Meetings in person may appoint in a proxy card (a template form of which can be downloaded from the Company’s website https://investor.procapsgroup.com, under Governance, at Governance Documents (https://investor.procapsgroup.com/governance/governance-documents) (the “Proxy Card”) the Chairman of the Meetings, whom failing, any lawyer and/or employee of Arendt & Medernach S.A. as proxy voting representative appointed by the Company, each with full power of substitution, to participate in and vote at the Meetings on their behalf. The proxy voting representative will be bound by the respective instructions of the shareholder provided in the Proxy Card prior to the Meetings.
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| ● | Proxy voting representative appointed by the shareholder |
Holders of shares held by name directly in the books and records of the Company´s registrar and transfer agent, CST (i.e., other than through a brokerage account) who do not wish to attend the Meetings in person may also appoint in the Proxy Card another natural or legal person who needs not to be a shareholder itself to attend and vote at the Annual General Meeting on their behalf.
The proxyholder will have to identify himself on the date of the Meetings by presenting a non-expired identity card or passport. Persons designated as a proxy must also bring the underlying, duly executed, Proxy Card to the Meetings.
In case of ordinary shares owned by a corporation or any other legal entity, individuals representing such entity who wish to physically attend the Meetings and vote at the Meetings on behalf of such entity, must present evidence of their authority to attend and vote at the Meetings by means of a proper document (such as a special power of attorney) issued by the entity represented. A copy of such power of attorney or other proper document should be filed no later than the Cut-Off Date/Time with the Company (the details of which are included in section II. F. (a) of this convening notice), with a copy to CST (the details of which are included in section II. F. (b) of this convening notice), by mail or by e-mail. Such evidence of authority must also be presented at the Meetings.
For the Meetings to proceed in a timely and orderly manner, proxyholders are requested to arrive on time. Cameras, cell phones, recording equipment and other electronic devices will not be permitted at the Meetings.
Proxy Cards must be received by CST no later than the Cut-Off Date/Time by way of one of the matters set forth in the Proxy Card to be considered validly submitted. Proxy Cards received after the Cut-Off Date/Time will not be considered validly received.
| (c) | Attending the Meetings in person |
Notwithstanding sections II. D. (a) and II. D. (b) above, all shareholders wishing to participate and vote in person in the Meetings shall notify the Company (the details of which are included in section II. F. (a) of this convening notice), with a copy to CST (the details of which are included in section II. F. (b) of this convening notice), thereof at the latest at the Cut-Off Date/Time, in writing by mail or by e-mail. Shareholders who have not registered by the Cut-Off Date/Time are not entitled to attend the Meetings in person.
In the case of ordinary shares owned by a corporation or any other legal entity, individuals representing such entity who wish to attend the Meetings in person and vote at the Meetings on behalf of such entity must present evidence of their authority to attend and vote at the Meetings, by means of a proper document (such as a special power of attorney) issued by the entity represented. A copy of such power of attorney or other proper document should be filed no later than the Cut-Off Date/Time with the Company (the details of which are included in section II. F. (a) of this convening notice), with a copy to CST (the details of which are included in section II. F. (b) of this convening notice), by mail or by e-mail. Such evidence of authority must also be presented at the Meetings.
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Any shareholder participating in the Meetings in person shall carry proof of identity (in the form of a non-expired identity card or passport) at the Meetings.
For the Meetings to proceed in a timely and orderly manner, shareholders are requested to arrive on time. Cameras, cell phones, recording equipment and other electronic devices will not be permitted at the Meetings.
Additional specific requirements for street name holders wishing to attend the Meetings in person:
If you hold your shares through a brokerage account, please contact your broker to receive information on how you may vote your shares.
Holders of shares held through the operator of a securities settlement system or with a depositary (including nominees or brokers that hold shares through DTCC) wishing to participate and vote directly at the Meetings must request the nominee or broker that appears as the registered shareholder on the Record Date to issue a legal proxy which allows the beneficial owner to vote his or her shares directly. Such legal proxy must be filed no later than the Cut-Off Date by mail or by e-mail with the Company (the details of which are included in section II. F. (a) of this convening notice), with a copy to CST (the details of which are included in section II. F. (b) of this convening notice). Such legal proxy must also be presented at the Meetings. Beneficial owners who do not have a legal proxy are not eligible to vote.
Holders of shares held through the operator of a securities settlement system or with a depositary (including nominees or brokers that hold shares through DTCC) should also request from their operator or depositary or sub-depositary a certificate certifying the number of ordinary shares recorded in their account on the Record Date or any other proof of detention of ownership in a form acceptable to the Company at its own and full discretion. To participate and vote in the Meetings, such holders of shares held through the operator of a securities settlement system or with a depositary (including nominees or brokers that hold shares through DTCC) shall submit a copy of such certificate or other proof of detention via their custodian bank in writing by mail or by e-mail to CST (the details of which are included in section II. F. (b) of this convening notice), at the latest on the Cut-Off Date/Time. Such certificate of share ownership must also be presented at the Meetings.
| E. | Additional important information for shareholders |
| (a) | Transfer of shares after the Record Date |
Shareholders are hereby informed that the participation in and the exercise of voting rights at the Meetings is exclusively reserved to such persons that were holders of ordinary shares of the Company on the Record Date and who have adhered to the voting instruction set out in this convening notice. Any transferee having become a shareholder of the Company between the Record Date and the date of the Meetings cannot attend or vote at the Meetings.
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| (b) | Data protection |
The Company, as data controller, undertakes to collect, store and process any personal data in accordance with (i) the provisions of any data protection law applicable in Luxembourg and the EU Regulation n°2016/679 of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and (ii) the privacy notice available on the Company’s website https://investor.procapsgroup.com, under Governance, at Governance Documents (https://investor.procapsgroup.com/governance/governance-documents).
| F. | Contact details |
| (a) | The contact details of the Company are as follows: |
Procaps Group, S.A.
9, rue de Bitbourg,
L-1273 Luxembourg,
Grand Duchy of Luxembourg
R.C.S. Luxembourg B 253360
Attention: Melissa Angelini
Email: ir@procapsgroup.com
| (b) | The contact details of CST are as follows: |
Continental Stock Transfer
1 State Street - SC-1
New York, NY 10004-1561
Attn: Proxy Services
Phone number: +1 917-262-2373
Email: proxy@continentalstock.com
13 November, 2025
Mr. Alejandro Weinstein
Chairman of the Board of Directors
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Exhibit 99.2
202038 Procaps Update Annual Proxy Card Rev1 - Front PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail 2025 PROCAPS GROUP, S.A. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : 59 p . m . , Eastern Time, on December 2 , 2025 (December 3 , 2025 , 5 : 59 AM Luxembourg time) at the latest . INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage - paid envelope provided. Votes submitted by mail must be received by December 2nd, 11:59PM EST (December 3rd 2025, 5:59AM Luxembourg time) at the latest. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROCAPS GROUP, S.A. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS société anonyme Registered office: 9, rue de Bitbourg, L - 1273 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B 253360 (the “ Company ”) to be held on December 5th at 6 p.m. Luxembourg time (the “Extraordinary General Meeting”) The undersigned hereby appoints (please mark only one option): OPTION 1: The Chairman of the Annual General Meeting, whom failing, any lawyer and/or employee of 55LEGAL, as proxy voting representative appointed by the Company, each with full power of substitution (the “ Company Proxies ”), OPTION 2: [Please fill in]: [in case of a natural person: [Mr./Ms.] , born on , in , residing at ]/[in case of a legal person: , having its registered office at , registration authority and number , represented by ], to individually represent and vote as designated on the reverse side, all the shares of the Company held of record by the undersigned on November 12, 2025, at 24:00 (midnight) Luxembourg time, at the Annual General Meeting (or any adjournment or postponement thereof). If (i) you do not mark one of the two options above, or (ii) you mark all two options above, or (iii) you select option 2 but do not duly populate the relevant details of your proxy, your vote will by default be counted as being submitted pursuant to the option 1. Please indicate on the reverse side of this proxy card how these shares are to be voted. This proxy card must be marked, signed, dated and returned to Continental Stock Transfer & Trust Company, the Company’s registrar and transfer agent, on behalf of the Company, at the latest on December 2nd, 2025 at 11:59PM EST (December 3rd 2025, 5:59AM Luxembourg time) in order to be counted. This proxy, when properly executed, will be voted in the manner directed herein. THE UNDERSIGNED HEREBY CERTIFIES BEING THE HOLDER OF RECORD OF THE SHARES OF THE COMPANY AS AT 12 NOVEMBER, 2025, AT 24:00 (MIDNIGHT) LUXEMBOURG TIME. THIS PROXY CARD WILL AUTOMATICALLY BE INVALIDATED IF THE UNDERSIGNED WAS NOT THE HOLDER OF RECORD OF THE REFERENCED ORDINARY SHARES OF THE COMPANY ON NOVEMBER 12 AT 24:00 (MIDNIGHT) LUXEMBOURG TIME. (Continued and to be marked, dated and signed on the other side)
202038 Procaps Update Annual Proxy Card Rev1 - Back 2025 By executing this proxy card, the undersigned hereby confirms that (i) he has not waived all or part of his voting rights, (ii) none of his voting rights have been suspended and (iii) the exercise of any voting rights pursuant to this proxy does not result in a breach of any voting agreements to which he is a party. All powers granted to the above chosen proxyholder are for the purpose of making any statement, casting all votes, signing all minutes of meetings and other documents, doing everything which is lawful, necessary or simply useful in view of the accomplishment and fulfillment of the present proxy, as may be required, and to proceed, in accordance with the requirements of Luxembourg law, to any filing with the Luxembourg Trade and Companies’ Register and to any publication on the Recueil électronique des sociétés et associations , as may be required, while the undersigned promises to ratify all said actions taken by the above chosen proxyholder whenever requested. The undersigned understands and accepts that any later dated proxy card issued will override and deprive of effect any previously issued proxy card. I understand and accept that in case, in addition to a previously submitted vote via a proxy card, I attend and vote at the Annual General Meeting in person, and provided that such physical attendance and voting meets the requirements set forth in the convening notice, the vote submitted in person at the Annual General Meeting shall prevail and any previously submitted vote via a proxy card shall be deprived of effect. The present proxy pursuant to this proxy card will remain in force if the Annual General Meeting is, for whatsoever reason, to be adjourned or postponed or if a second general meeting is to be convened in order to decide on the same agenda. By submitting this proxy card, you agree to appoint Mr . Bob Calmes as chairman and Freddy Andrés Lozano Reyes as scrutineer as part of the bureau of the Annual General Meeting . The chairman will designate a secretary for the Annual General Meeting . If any other persons mentioned above cannot, for any reason whatsoever, attend the Annual General Meeting, you agree that Mr . Bob Calmes may appoint other persons to act as chairman and scrutineer at the Annual General Meeting . The undersigned undertakes to indemnify the above chosen proxyholder against any claims, losses, costs, expenses, damages or liability sustained or incurred by the above chosen proxyholder as a result of any action taken in good faith pursuant to the present proxy card. This proxy shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. The parties irrevocably agree that any disputes arising out of or in connection with this proxy shall be submitted exclusively to the courts of the city of Luxembourg, Grand Duchy of Luxembourg. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUAL GENERAL MEETING (Please express a choice for each agenda item . Only one choice may be expressed for each agenda item . If you do not explicitly express a choice and/or if you vote in blank or if your choice is unclear in respect of a given agenda item, the Company will not take this vote for this agenda item into account) . 15. (Item 21 ) Vote on discharge (quitus) to Mr . Alejandro Weinstein, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31 , 2023 . 16. (Item 22 ) Confirmation of the mandate of Mr . Carlos Garcia Iragorri in replacement of Mr . Roberto Albisetti as of May 8 , 2025 by way of co - option . FOR AGAINST ABSTAIN 1. (Item 3 ) Presentation and approval of the rectified audited consolidated financial statements for the financial year ended December 31 , 2021 prepared in accordance with the International Financial Reporting Standards (IFRS) . 2. (Item 5 ) Presentation and approval of the rectified audited consolidated financial statements for the financial year ended December 31 , 2022 prepared in accordance with the International Financial Reporting Standards (IFRS) . 3. (Item 8 ) Presentation and approval of the audited consolidated financial statements for the financial year ended December 31 , 2023 prepared in accordance with the International Financial Reporting Standards (IFRS) . 4. (Item 9 ) Presentation and approval of the unaudited standalone annual accounts for the financial year ended December 31 , 2023 prepared in accordance with the Luxembourg Generally Accepted Accounting Principles (Lux GAAP) . 5. (Item 11 ) Allocation of results for the financial year ended December 31 , 2023 . 6. (Item 12 ) Vote on discharge (quitus) to Mr . Carlos Piocuda, as statutory auditor (commissaire aux comptes) of the Company, for the proper performance of his duties as statutory auditor (commissaire aux comptes) for and in connection with the financial year ended December 31 , 2023 . 7. (Item 13 ) Vote on discharge (quitus) to Mr . José Minski, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31 , 2023 . 8. (Item 14 ) Vote on discharge (quitus) to Mr . Ruben Minski, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31 , 2023 . 9. (Item 15 ) Vote on discharge (quitus) to Mr . Kyle P . Bransfield, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31 , 2023 . FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 17. (Item 23) Confirmation of the mandate of Mr. Manuel José Vial Claro FOR in replacement of Mr. Ernesto Carrizosa as of May 8, 2025 by way of co - option. 18. (Item 24 ) Confirmation of the mandate of Mr . Fernando Moreira in replacement of Mr . Jorddy Antonio Perez Galindo as of July 14 , 2025 by way of co - option . 19. (Item 25 ) Confirmation of the mandate of Mr . Carlos Romero - Camacho in replacement of Mr . Jose Frugone Domke as of July 14 July, 2025 , by way of co - option . 20. (Item 26 ) Approval of the remuneration to be paid to Mr . Alejandro Weinstein as an executive chairman of the Company from April 1 st, 2025 and to the members of the Board of Directors from September 1 st, 2025 . 21. (Item 27 ) Approval and, to the extent necessary ratification of the remuneration of the members of the audit, compensation and nominating committees of the Company from September 1 st, 2025 , as proposed by the compensation committee of the Company . 22. (Item 28 ) Delegation of powers . Miscellaneous . FOR AGAINST ABSTAIN AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 10. (Item16) Vote on discharge (quitus) to Ms. Sandra Sanchez y FOR Oldenhage, as member of the Board of Directors, for the proper performance of her duties as member of the Board of Directors for and in connection with the financial year ended December 31, 2023. 11. (Item 17 ) Vote on discharge (quitus) to Mr . Luis Fernando Castro, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31 , 2023 . 12. (Item 18 ) Vote on discharge (quitus) to Mr . David Yanovich, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31 , 2023 . 13. (Item 19 ) Vote on discharge (quitus) to Mr . Alberto Eguiguren Correa, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31 , 2023 . 14. (Item 20 ) Vote on discharge (quitus) to Mr . Daniel W . Fink, as member of the Board of Directors, for the proper performance of his duties as member of the Board of Directors for and in connection with the financial year ended December 31 , 2023 . FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN AGAINST ABSTAIN FOR AGAINST ABSTAIN If amendments or new resolutions are presented at the Annual General Meeting, I irrevocably give the Chairman of the Annual General Meeting, whom failing, any lawyer and/or employee of 55 LEGAL, with full power of substitution, the power to vote in my name and as he/she deems fit, unless I mark the box abstain . To change the address on your account, please check the box at right and indicate your new address in the space provided below . Please note that changes to the registered name(s) on the account may not be submitted via this method . ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN New Address: CONTROL NUMBER Signature Signature, if held jointly Date 2025. Note: Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Please mark like this X your votes
Exhibit 99.3
202038 Procaps Extraordinary Proxy Card Rev1 - Front YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail 2025 PROCAPS GROUP, S.A. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : 59 p . m . , Eastern Time, on December 2 , 2025 (December 3 , 2025 , 5 : 59 AM Luxembourg time) at the latest . INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage - paid envelope provided. Votes submitted by mail must be received by December 2nd, 11:59PM EST (December 3rd 2025, 5:59AM Luxembourg time) at the latest. PROXY FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE EXTRAORDINDARY GENERAL MEETING 1. Decision to change the name of the Company from “Procaps Group, S . A . ” to “Sofgen Pharma S . A . ” and subsequent amendment of article 1 of the articles of association . 2. Delegation of powers. Miscellaneous. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN If amendments or new resolutions are presented at the Extraordinary General Meeting, I irrevocably give the Chairman of the Extraordinary General Meeting, whom failing, any lawyer and/or employee of 55 LEGAL . , with full power of substitution, the power to vote in my name and as he/she deems fit, unless I mark the box abstain . ABSTAIN To change the address on your account, please check the box at right and indicate your new address in the space provided below . Please note that changes to the registered name(s) on the account may not be submitted via this method . New Address: CONTROL NUMBER Signature Signature, if held jointly Date 2025. Note: Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Please mark like this X your votes PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY.
202038 Procaps Extraordinary Proxy Card Rev1 - Back 2025 By executing this proxy card, the undersigned hereby confirms that (i) he has not waived all or part of his voting rights, (ii) none of his voting rights have been suspended and (iii) the exercise of any voting rights pursuant to this proxy does not result in a breach of any voting agreements to which he is a party. All powers granted to the above chosen proxyholder are for the purpose of making any statement, casting all votes, signing all minutes of meetings and other documents, doing everything which is lawful, necessary or simply useful in view of the accomplishment and fulfillment of the present proxy, as may be required, and to proceed, in accordance with the requirements of Luxembourg law, to any filing with the Luxembourg Trade and Companies’ Register and to any publication on the Recueil électronique des sociétés et associations, as may be required, while the undersigned promises to ratify all said actions taken by the above chosen proxyholder whenever requested. The undersigned understands and accepts that any later dated proxy card issued will override and deprive of effect any previously issued proxy card. I understand and accept that in case, in addition to a previously submitted vote via a proxy card, I attend and vote at the Extraordinary General Meeting in person, and provided that such physical attendance and voting meets the requirements set forth in the convening notice, the vote submitted in person at the Extraordinary General Meeting shall prevail and any previously submitted vote via a proxy card shall be deprived of effect. The present proxy pursuant to this proxy card will remain in force if the Extraordinary General Meeting is, for whatsoever reason, to be adjourned or postponed or if a second general meeting is to be convened in order to decide on the same agenda. By submitting this proxy card, you agree to appoint Mr. Bob Calmes as chairman and Freddy Andrés Lozano Reyes as scrutineer as part of the bureau of the Extraordinary General Meeting. The chairman will designate a secretary for the Extraordinary General Meeting. If any other persons mentioned above cannot, for any reason whatsoever, attend the Extraordinary General Meeting, you agree that Mr. Bob Calmes may appoint other persons to act as chairman and scrutineer at the Extraordinary General Meeting. The undersigned undertakes to indemnify the above chosen proxyholder against any claims, losses, costs, expenses, damages or liability sustained or incurred by the above chosen proxyholder as a result of any action taken in good faith pursuant to the present proxy card. This proxy shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. The parties irrevocably agree that any disputes arising out of or in connection with this proxy shall be submitted exclusively to the courts of the city of Luxembourg, Grand Duchy of Luxembourg. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROCAPS GROUP, S.A. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS société anonyme Registered office: 9, rue de Bitbourg, L - 1273 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B 253360 (the “ Company ”) to be held on December 5th at 6 p.m. Luxembourg time (the “Extraordinary General Meeting”) The undersigned hereby appoints (please mark only one option): OPTION 1: The Chairman of the Extraordinary General Meeting, whom failing, any lawyer and/or employee of 55LEGAL as proxy voting representative appointed by the Company, each with full power of substitution (the “ Company Proxies ”), OPTION 2: [Please fill in]: [in case of a natural person: [Mr./Ms.] , born on , in , residing at ]/[in case of a legal person: , having its registered office at , registration authority and number , represented by ], to individually represent and vote as designated on the reverse side, all the shares of the Company held of record by the undersigned on 12 November, 2025, at 24:00 (MIDNIGHT) Luxembourg time, at the Extraordinary General Meeting (or any adjournment or postponement thereof). If (i) you do not mark one of the two options above, or (ii) you mark all two options above, or (iii) you select option 2 but do not duly populate the relevant details of your proxy, your vote will by default be counted as being submitted pursuant to the option 1. Please indicate on the reverse side of this proxy card how these shares are to be voted. This proxy card must be marked, signed, dated and returned to Continental Stock Transfer & Trust Company, the Company’s registrar and transfer agent, on behalf of the Company, at the latest on December 2nd, 2025 at 11:59PM EST (December 3rd 2025, 5:59AM Luxembourg time) in order to be counted. This proxy, when properly executed, will be voted in the manner directed herein. THE UNDERSIGNED HEREBY CERTIFIES BEING THE HOLDER OF RECORD OF THE SHARES OF THE COMPANY AS AT 12 NOVEMBER, 2025, AT 24:00 (MIDNIGHT) LUXEMBOURG TIME. THIS PROXY CARD WILL AUTOMATICALLY BE INVALIDATED IF THE UNDERSIGNED WAS NOT THE HOLDER OF RECORD OF THE REFERENCED ORDINARY SHARES OF THE COMPANY ON 12 NOVEMBER, 2025, AT 24:00 (MIDNIGHT) LUXEMBOURG TIME. (Continued and to be marked, dated and signed on the other side)