ProPhase Labs Enters Material Definitive Agreement

TL;DR

ProPhase Labs just signed a big deal, filing an 8-K on Nov 7th.

AI Summary

ProPhase Labs, Inc. announced on November 7, 2024, that it entered into a material definitive agreement. The company, formerly known as Quigley Corp, is incorporated in Delaware and operates in the pharmaceutical preparations industry. This filing is a current report on Form 8-K.

Why It Matters

This filing indicates a significant new contract or partnership for ProPhase Labs, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that are not yet fully understood.

Key Players & Entities

• ProPhase Labs, Inc. (company) — Registrant
• Quigley Corp (company) — Former company name
• November 7, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 2834 (sic_code) — Standard Industrial Classification for Pharmaceutical Preparations
• 23-2577138 (tax_id) — I.R.S. Employer Identification No.
• 711 Stewart Avenue, Suite 200 Garden City, New York 11530 (address) — Principal executive offices
• (215) 345-0919 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0005 — ch Registered Common Stock, par value $0.0005 PRPH Nasdaq Capital Market Indica
• $0.72 — mon Stock") at a price to the public of $0.72 per Share. The Offering is being made
• $3 million — ompany, is expected to be approximately $3 million. The Company intends to use the net pro
• $0.90 — isable at a per share exercise price of $0.90. The Representative's Warrants are exer

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex1-1.htm (EX-1.1) — 515KB
• ex5-1.htm (EX-5.1) — 24KB
• ex99-1.htm (EX-99.1) — 15KB
• ex99-2.htm (EX-99.2) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 71KB
• ex99-1_001.jpg (GRAPHIC) — 42KB
• 0001493152-24-044891.txt ( ) — 1065KB
• prph-20241107.xsd (EX-101.SCH) — 3KB
• prph-20241107_lab.xml (EX-101.LAB) — 33KB
• prph-20241107_pre.xml (EX-101.PRE) — 24KB
• 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): November 7, 2024 PROPHASE LABS, INC. (Exact name of registrant 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 City , New York 11530 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 345-0919 Not Applicable (Former name or former address, if changed since last report) 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 November 7, 2024, ProPhase Labs, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with ThinkEquity LLC (the "Representative"), as the representative of the underwriters named therein (the "Underwriters"), relating to a firm commitment underwritten public offering (the "Offering") of 4,795,500 shares, including 625,500 shares sold upon full exercise of the underwriter's option to purchase additional shares (the "Shares") of the Company's common stock, par value $0.0005 per share ("Common Stock") at a price to the public of $0.72 per Share. The Offering is being made pursuant to the Company's registration statement on Form S-3 (File No. 333-260848), previously filed with the Securities and Exchange Commission (the "SEC") on November 5, 2021 and declared effective on November 12, 2021, including the prospectus contained therein, a prospectus supplement dated December 29, 2021, a preliminary prospectus supplement dated November 7, 2024, and a final prospectus supplement dated November 8, 2024. The legal opinion, including the related consent, of Reed Smith LLP relating to the issuance and sale of the Shares to be issued in the Offering is filed as Exhibit 5.1 hereto. The closing of the Offering occurred on November 12, 2024. The net proceeds to the Company from the sale of the Shares, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, is expected to be approximately $3 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. Upon closing of the Offering, the Company issued the Representative warrants (the "Representative's Warrants") as compensation to purchase up to 5% of the aggregate number of shares of common stock. The Representative's Warrants will be exercisable at a per share exercise price of $0.90. The Representative's Warrants are exercisable, in whole or in part, during the four and one-half year period commencing 180 days from the commencement of sales of the shares of common stock in this offering. The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by each of the Company and the Underwriters, severally and not jointly, for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, each of the Company's directors, executive officers and holders of 5% or more of the Shares have entered into "lock-up" agreements with the Representative that generally prohibit, without the prior written consent of the Repres

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View this 8-K filing on SEC EDGAR