ProPhase Labs Files Amendment to Material Agreement Filing

TL;DR

ProPhase Labs amended its filing on a big deal and new debt. Keep an eye on this.

AI Summary

ProPhase Labs, Inc. filed an amendment (8-K/A) on August 22, 2024, to a previous filing concerning events that occurred on August 15, 2024. The amendment relates to the entry into a material definitive agreement and the creation of a direct financial obligation. Specific details regarding the agreement and obligation are not fully disclosed in the provided text, but it indicates a significant financial event for the company.

Why It Matters

This amendment signals a significant update or correction to a material definitive agreement and a new financial obligation for ProPhase Labs, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements and the creation of financial obligations can introduce new risks or clarify existing ones, requiring careful investor scrutiny.

Key Players & Entities

• ProPhase Labs, Inc. (company) — Filer of the 8-K/A amendment
• August 15, 2024 (date) — Earliest event date reported
• August 22, 2024 (date) — Filing date of the amendment

FAQ

Key Financial Figures

• $0.0005 — ch Registered Common Stock, par value $0.0005 PRPH Nasdaq Capital Market Indic
• $16.1 million — t") solely to include the disclosure of $16.1 million in working capital as of June 30, 2024
• $10.0 million — ") for an aggregate principal amount of $10.0 million to JXVII Trust ("JXVII"), that supersed
• $7.6 million — 3, for an aggregate principal amount of $7.6 million issued to JXVII that was previously dis
• $2.4 million — $16.1 million in working capital, (ii) $2.4 million in cash and cash equivalents, and (iii)
• $13.6 million — in cash and cash equivalents, and (iii) $13.6 million of outstanding indebtedness, net of dis

Filing Documents

• form8-ka.htm (8-K/A) — 47KB
• 0001493152-24-033487.txt ( ) — 222KB
• prph-20240815.xsd (EX-101.SCH) — 3KB
• prph-20240815_lab.xml (EX-101.LAB) — 33KB
• prph-20240815_pre.xml (EX-101.PRE) — 22KB
• form8-ka_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 711 Stewart Avenue , Suite 200 Garden 11530 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 345-0919 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered Pursuant to Section 12(b) of the Exchange Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, par value $0.0005 PRPH Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Explanatory Note ProPhase Labs, Inc. (the "Company") is filing this Amendment No. 1 on Form 8-K/A (the "Amendment") solely to include the disclosure of $16.1 million in working capital as of June 30, 2024 to the risk factor disclosed under Item 8.01 of its Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission (the "SEC") on August 21, 2024 (the "Original Report"). Item 8.01 of the Original Report is amended and restated in its entirety as set out below. No other items or disclosures in the Original Report are being amended; however, this Amendment hereby restates and supersedes in its entirety the disclosures included in the Original Report. Item 1.01. Entry into a Material Definitive Agreement. On August 15, 2024, the Company issued an Amended and Restated Unsecured Promissory Note and Guaranty (the "Note") for an aggregate principal amount of $10.0 million to JXVII Trust ("JXVII"), that supersedes, terminates, restates, replaces, and amends the Unsecured Promissory Note And Guaranty, dated as of January 26, 2023, for an aggregate principal amount of $7.6 million issued to JXVII that was previously disclosed pursuant to a Form 8-K filed by the Company on January 30, 2023. The Note is due and payable on August 15, 2027, the third anniversary of August 15, 2024, the date on which the Note was funded (the "Closing Date"), and accrues interest at a rate of 15% per year from the Closing Date, payable on a quarterly basis, until the Note is repaid in full. The Company has the right to prepay the Note at any time after the Closing Date and prior to the maturity date without premium or penalty upon providing seven days' written notice to JXVII. The Note contains customary events of default. If a default occurs and is not cured within the applicable cure period or is not waived, any outstanding obligations under the Note may be accelerated. The Note requires the Company to use proceeds from any divestment of assets (other than in the ordinary course) for general working capital purposes and prohibits the Company from distributing or reinvesting such proceeds without the prior approval of JXVII, subject to certain exceptions. The Company intends to use the proceeds from the Note for working capital and general corporate purposes, which may include capital expenditures, product development and commercialization expenditures, and acquisitions of companies, businesses, technologies and products within and outside the consumer products industry. The foregoing description of the Note does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Note, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure provided in Item 1.01 of this Current Report on Form 8

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