ProPhase Labs Enters Material Definitive Agreement
Ticker: PRPH · Form: 8-K · Filed: Oct 15, 2025 · CIK: 868278
| Field | Detail |
|---|---|
| Company | Prophase Labs, INC. (PRPH) |
| Form Type | 8-K |
| Filed Date | Oct 15, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0005 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-definitive-agreement, pharmaceuticals
TL;DR
ProPhase Labs just signed a big deal, filing an 8-K on 10/9/25.
AI Summary
On October 9, 2025, ProPhase Labs, Inc. entered into a material definitive agreement. The company, formerly known as Quigley Corp, is incorporated in Delaware and operates in the pharmaceutical preparations sector. This filing is a current report under the Securities Exchange Act of 1934.
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, the specifics of which are not detailed in this initial filing.
Key Numbers
- 000-21617 — SEC File Number (Identifies the company's filing with the SEC.)
- 23-2577138 — EIN (Employer Identification Number for tax purposes.)
Key Players & Entities
- ProPhase Labs, Inc. (company) — Filer
- Quigley Corp (company) — Former company name
- October 9, 2025 (date) — Earliest event reported
- Delaware (jurisdiction) — State of incorporation
FAQ
What type of material definitive agreement did ProPhase Labs, Inc. enter into?
The filing does not specify the nature of the material definitive agreement, only that one was entered into on October 9, 2025.
What is the primary business of ProPhase Labs, Inc.?
ProPhase Labs, Inc. operates in the Pharmaceutical Preparations sector, with SIC code 2834.
When was ProPhase Labs, Inc. formerly known as?
ProPhase Labs, Inc. was formerly known as Quigley Corp, with a name change date of March 28, 1993.
Where is ProPhase Labs, Inc. headquartered?
The company's principal executive offices are located at 626 RXR Plaza, 6th Floor, Uniondale, New York 11556.
What is the fiscal year end for ProPhase Labs, Inc.?
The fiscal year end for ProPhase Labs, Inc. is December 31.
Filing Stats: 1,046 words · 4 min read · ~3 pages · Grade level 13 · Accepted 2025-10-15 14:15:25
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) — 44KB
- ex1-1.htm (EX-1.1) — 226KB
- ex1-1_001.jpg (GRAPHIC) — 24KB
- ex1-1_002.jpg (GRAPHIC) — 20KB
- 0001493152-25-018123.txt ( ) — 543KB
- prph-20251009.xsd (EX-101.SCH) — 3KB
- prph-20251009_lab.xml (EX-101.LAB) — 33KB
- prph-20251009_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): October 9, 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 , 6th 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 1.01 Entry into a Material Definitive Agreement. On October 9, 2025, ProPhase Labs, Inc. (the "Company") entered into an At-the-Market Sales Agreement (the "Sales Agreement") with WestPark Capital, Inc. ("Agent"), pursuant to which the Company may offer and sell shares of its common stock, par value $0.0005 per share ("Common Stock") from time to time through the Agent as the Company's sales agent. Pursuant to the Sales Agreement, sales of the Shares, if any, will be made under the Company's Registration Statement on Form S-3 (File No. 333-283182), which was declared effective by the Securities and Exchange Commission (the "SEC") on November 20, 2024, and the related prospectus and prospectus supplement. The Company may sell the Shares in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market or any other trading market for the Common Stock. The Agent is entitled to compensation of 3.0% of the gross proceeds from the sales of any Shares pursuant to the Sales Agreement and will be reimbursed for certain expenses. The Sales Agreement contains customary representations, warranties, and covenants of the Company and the Agent, indemnification and contribution provisions, and conditions precedent to the sale of the Shares pursuant to the Sales Agreement. The Company may terminate the Sales Agreement at any time upon notice to the Agent. The Company is not obligated to sell any Shares under the Sales Agreement and may at any time suspend sales pursuant to the Sales Agreement upon notice to the Agent and subject to the terms of the Sales Agreement. The Sales Agreement may be terminated by either party at any time upon notice to the other party. The Company and the Agent have made customary representations, warranties and covenants in the Sales Agreement concerning the Company, the Registration Statement and the offering of the Shares. The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. Forward-Looking Except for the historical information contained herein, this document contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our strategy, plans, objectives and initiatives, including our expectations regarding the future revenue growth potential of each of our subsidiaries, our expected timeline for commercializing our BE-Smart Esophageal Cancer Test, our expectations regarding future liquidity events, the success of our efforts to collect accounts receivables and anticipated timeline for any payments relating thereto, and our ability to successfully transition into a consumer products company. Management believes that these