ProPhase Labs Enters Material Definitive Agreement

TL;DR

ProPhase Labs signed a big deal, details TBD.

AI Summary

On January 29, 2025, ProPhase Labs, Inc. entered into a material definitive agreement. The filing does not provide specific details about the agreement or any associated dollar amounts. The company is incorporated in Delaware and its principal executive offices are located in Garden City, New York.

Why It Matters

This filing indicates a significant new development for ProPhase Labs, Inc., potentially impacting its business operations and future financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its nature and potential impact.

Key Players & Entities

• ProPhase Labs, Inc. (company) — Filer
• January 29, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Garden City, New York (location) — Address of principal executive offices
• QUIGLEY CORP (company) — Former company name

FAQ

Key Financial Figures

• $0.0005 — ch Registered Common Stock, par value $0.0005 PRPH Nasdaq Capital Market Indica
• $7,730,973 — tted to purchase, up to an aggregate of $7,730,973 of shares (the "Purchase Shares") of th
• $0.25 — ommon stock is equal to or greater than $0.25 per share, the Company may direct the I
• $100,000 — er of 100,000 shares of common stock or $100,000. In addition, at any time after the Com
• $5,000,000 — itional VWAP Purchases shall not exceed $5,000,000 in the aggregate for such VWAP Purchase
• $0.48 — se Agreement, if any, equals or exceeds $0.48 per share (representing the lower of th

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex5-1.htm (EX-5.1) — 18KB
• ex10-1.htm (EX-10.1) — 565KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• 0001493152-25-004210.txt ( ) — 915KB
• prph-20250129.xsd (EX-101.SCH) — 3KB
• prph-20250129_lab.xml (EX-101.LAB) — 33KB
• prph-20250129_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): January 29, 2025 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 G arden 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. Common Stock Purchase Agreement On January 29, 2025, ProPhase Labs, Inc. (the "Company", "we", "us" and "our") entered into a common stock purchase agreement (the "Purchase Agreement") with an equity line investor (the "Investor"), whereby the Company may offer and sell, from time to time at its sole discretion, and whereby the Investor has committed to purchase, up to an aggregate of $7,730,973 of shares (the "Purchase Shares") of the Company's common stock, par value $0.0005 per share (the "common stock"), subject to the conditions and limitations set forth in the Purchase Agreement. At any time after the date on which all the conditions precedents for the sale of Purchase Shares under the Purchase Agreement have been satisfied (the "Commencement Date"), and so long as the closing sale price of the common stock is equal to or greater than $0.25 per share, the Company may direct the Investor to purchase a specified number of shares of common stock (a "Fixed Purchase") at a purchase price equal to the lesser of ninety percent (90%) of (i) the lowest traded price of a share of common stock on the applicable purchase date for such Fixed Purchase and (ii) the daily volume weighted average price for the common stock on the NASDAQ for the five (5) consecutive trading days immediately preceding the applicable purchase date for such Fixed Purchase; provided that the Investor's obligation under any Fixed Purchase will not exceed the lower of 100,000 shares of common stock or $100,000. In addition, at any time after the Commencement Date, and so long as (i) the closing sale price of the common stock is equal to or greater than $0.25 per share and (ii) such date is also a purchase date for a Fixed Purchase of a number of shares of common stock not less than the applicable Fixed Purchase Maximum Amount (as defined in the Purchase Agreement), the Company may also direct the Investor to purchase on the immediately following business day an additional number of shares of common stock in an amount up to the Maximum VWAP Purchase Amount (as defined in the Purchase Agreement) (a "VWAP Purchase") at a purchase price equal to the lesser of 90% of (i) the volume weighted average price for the common stock on the applicable purchase date for the VWAP Purchase and (ii) the lowest traded price of a share of the common stock on the applicable purchase date for the VWAP Purchase. At any time after the Commencement Date, and so long as such date is also a purchase date for a Fixed Purchase of a number of shares of common stock and 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Fixed Purchase Notice for the corresponding Fixed Purchase have traded since the VWAP Purchase Commencement Time, then the Company may also direct the Investor to purchase on the immediately following business day an additional number of shares of common stock in an amount up to th

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View this 8-K filing on SEC EDGAR