ProPhase Labs, Inc. Files Material Definitive Agreement 8-K

TL;DR

ProPhase Labs signed a big deal, details to come.

AI Summary

On April 18, 2024, ProPhase Labs, Inc. filed an 8-K to report a material definitive agreement. The filing does not contain specific details about the agreement, such as the counterparty or financial terms, but indicates a significant event has occurred.

Why It Matters

This filing signals a significant business development for ProPhase Labs, Inc., potentially impacting its operations, partnerships, or financial standing.

Risk Assessment

Risk Level: medium — The lack of specific details in the 8-K regarding the material definitive agreement introduces uncertainty and potential risk.

Key Players & Entities

• ProPhase Labs, Inc. (company) — Filer of the 8-K report
• April 18, 2024 (date) — Date of the earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 711 Stewart Avenue, Suite 200 Garden City, New York 11530 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0005 — ch Registered Common Stock, par value $0.0005 PRPH Nasdaq Capital Market Indic

Filing Documents

• form8-k.htm (8-K) — 40KB
• ex10-1.htm (EX-10.1) — 18KB
• 0001493152-24-015121.txt ( ) — 232KB
• prph-20240418.xsd (EX-101.SCH) — 3KB
• prph-20240418_lab.xml (EX-101.LAB) — 33KB
• prph-20240418_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 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 York 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. Item 1.01 Entry into a Material Definitive Agreement. On April 18, 2024, ProPhase Labs, Inc. (the "Company") entered into a standstill agreement with ThinkEquity LLC (the "Sales Agent") (such agreement, the "Standstill Agreement"). The Standstill Agreement provides that the Company, without the prior written consent of the Sales Agent, will not, for a period of 60 days after the date of the Standstill Agreement (the "Lock-Up Period"), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the U.S. Securities and Exchange Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than non-convertible mortgages or non-convertible equipment financing debt or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company. The Lock-Up Period restrictions shall not apply in certain situations. The Standstill Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the Standstill Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit. Item 9.01 Financial Statements and Exhibits. (d) Exhibits No. Description 10.1 Standstill Agreement dated April 18, 2024 between ProPhase Labs, Inc. and ThinkEquity LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ProPhase Labs, Inc. By: /s/ Ted Karkus Ted Karkus Chairman of the Board and Chief Executive Officer Date: April 18, 2024

View Full Filing

View this 8-K filing on SEC EDGAR