ProPhase Labs Terminates Material Agreement
Ticker: PRPH · Form: 8-K · Filed: Aug 28, 2025 · CIK: 868278
| Field | Detail |
|---|---|
| Company | Prophase Labs, INC. (PRPH) |
| Form Type | 8-K |
| Filed Date | Aug 28, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Key Dollar Amounts | $0.0005, $7.7 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: agreement-termination, material-agreement
TL;DR
ProPhase Labs terminated a big deal, details TBD.
AI Summary
ProPhase Labs, Inc. filed an 8-K on August 28, 2025, to report the termination of a material definitive agreement. The filing does not specify the counterparty or the nature of the agreement that was terminated.
Why It Matters
The termination of a material definitive agreement can significantly impact a company's operations, strategic direction, and financial performance.
Risk Assessment
Risk Level: medium — Termination of a material agreement can signal underlying issues or a change in strategic direction, warranting closer scrutiny.
Key Players & Entities
- ProPhase Labs, Inc. (company) — Filer
- August 28, 2025 (date) — Date of earliest event reported
FAQ
What specific material definitive agreement was terminated by ProPhase Labs, Inc.?
The filing does not specify the name or details of the material definitive agreement that was terminated.
Who was the counterparty to the terminated material definitive agreement?
The filing does not disclose the identity of the other party involved in the terminated agreement.
What was the effective date of the termination of the material definitive agreement?
The filing reports the termination as an event occurring on or before August 28, 2025, but does not specify an exact termination date.
Are there any financial implications or penalties associated with this termination?
The filing does not provide information regarding any financial implications or penalties resulting from the termination.
Does this termination relate to any ongoing litigation or regulatory matters?
The filing does not mention any connection between the termination of the agreement and litigation or regulatory issues.
Filing Stats: 546 words · 2 min read · ~2 pages · Grade level 11 · Accepted 2025-08-28 06:15:42
Key Financial Figures
- $0.0005 — ch Registered Common Stock, par value $0.0005 PRPH Nasdaq Capital Market Indic
- $7.7 million — gregate purchase price of approximately $7.7 million. The Keystone Agreement provided that t
Filing Documents
- form8-k.htm (8-K) — 38KB
- ex10-1.htm (EX-10.1) — 12KB
- ex10-1_001.jpg (GRAPHIC) — 3KB
- 0001493152-25-012414.txt ( ) — 217KB
- prph-20250828.xsd (EX-101.SCH) — 3KB
- prph-20250828_lab.xml (EX-101.LAB) — 33KB
- prph-20250828_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): August 28, 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.) 626 RXR Plaza , 6 th Floor Uniondale , New York 11556 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 989-0763 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 1.02. Termination of a Material Definitive Agreement. On August 27, 2025, ProPhase Labs, Inc. (the "Company") delivered notice to Keystone Capital Partners, LLC ("Keystone") to terminate, effective the next trading day, the Common Stock Purchase Agreement dated January 29, 2025, between the Company and Keystone (the "Keystone Agreement"). Pursuant to such notice, the Keystone Agreement terminated effectively on Thursday, August 28, 2025. The Keystone Agreement established an equity line of credit facility under which the Company had the right, but not the obligation, to sell shares of its common stock to Keystone up to an aggregate purchase price of approximately $7.7 million. The Keystone Agreement provided that the Company could terminate the facility at any time, in its sole discretion, upon one trading day's prior written notice, without cost or penalty. The Company terminated the Keystone Agreement in its sole discretion and incurred no penalties or termination fees in connection with the termination. Other than the Keystone Agreement, there are no material relationships between the Company or its affiliates and Keystone. Item 9.01 Financial Statements and Exhibits. (d) Exhibits No. Description 10.1 Termination Notice to Keystone Capital Partners, 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: August 28, 2025