PROPHASE LABS, INC. (NASDAQ:PRPH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
On June 12, 2017, ProPhase Labs, Inc. (the Company) entered into
a Stock Purchase Agreement (each a Purchase Agreement, and,
collectively, the Purchase Agreements) with each of Mark S.
Leventhal, a former director of the Company, and other persons
and entities associated and/or affiliated with Mr. Leventhal
(collectively the Leventhal Holders), to which the Company, at
the closing on June 13, 2017, purchased all 1,061,980 shares (the
Shares) of common stock, par value $0.0005 per share, of the
Company (the Common Stock) then held by the Leventhal Holders,
representing an approximate 6.2% aggregate ownership interest in
the Company (based on 17,221,776 shares of Common Stock
outstanding as of June 12, 2017). Upon consummation of the
transactions contemplated by the Purchase Agreements, the
Leventhal Holders ceased to hold any direct or indirect ownership
interest in the Company. Additionally, the Companys number of
shares of Common Stock outstanding decreased 1,061,980 from
17,221,776 to 16,159,796 as of June 13, 2017.
to the terms of the Purchase Agreements, the total consideration
paid by the Company to the Leventhal Holders for the Shares was
$1,858,465, which amount was equal to the product of (i) $1.75
multiplied by (ii) the number of Shares.
The Purchase Agreements contain customary representations,
warranties and covenants therein. The assertions embodied in
those representations and warranties were made for purposes of
the Purchase Agreements and are subject to qualifications and
limitations agreed to by the respective parties in connection
with negotiating the terms of the Purchase Agreements. In
addition, certain representations and warranties made as of a
specified date may be subject to a contractual standard of
materiality different from what might be viewed as material to
stockholders, or may have been used for the purpose of allocating
risk between the respective parties rather than establishing
matters as facts. For the foregoing reasons, no person should
rely on the representations and warranties as statements of
factual information at the time they were made or otherwise.
The foregoing summary of the Purchase Agreements does not purport
to be complete and is qualified in its entirety by reference to
the Purchase Agreements, which are attached hereto as Exhibits
10.1, 10.2, 10.3 and 10.4 and are incorporated herein by
reference.
Item 7.01 Regulation FD
Disclosure.
June 13, 2017, the Company issued a press release announcing the
transactions described in Item 1.01 of this Current Report on
Form 8-K and providing a stockholder update. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
The information in this Item 7.01 and Exhibits 99.1 shall not be
deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be incorporated by
reference in any registration statement filed under the
Securities Act of 1933, as amended, unless specifically
identified therein as being incorporated by reference therein.
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Item 9.01 Financial Statements and
Exhibits.
(d)Exhibits
| Exhibit No. | Description | |
| 10.1 |
Stock Purchase Agreement, dated June 12, 2017, by and between ProPhase Labs, Inc. and Mark S. Leventhal. |
|
| 10.2 |
Stock Purchase Agreement, dated June 12, 2017, by and between ProPhase Labs, Inc. and Mark S. Leventhal and Donna R. Leventhal. |
|
| 10.3 |
Stock Purchase Agreement, dated June 12, 2017, by and between ProPhase Labs, Inc. and The Mark S. and Donna R. Family Foundation, Inc. |
|
| 10.4 |
Stock Purchase Agreement, dated June 12, 2017, by and between ProPhase Labs, Inc. and The Bonnybrook Trust. |
|
| 99.1 | Press Release dated June 13, 2017 |
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About PROPHASE LABS, INC. (NASDAQ:PRPH)
ProPhase Labs, Inc. is a manufacturer, marketer and distributor of a range of homeopathic and health products. The Company is also engaged in the research and development of over-the-counter (OTC) drugs, natural base health products along with supplements, personal care and cosmeceutical products. It is engaged in manufacturing, distributing, marketing and sale of OTC cold remedy products to consumers through national chain, regional, specialty and local retail stores. It also manufactures, markets and distributes an organic cough drop and a Vitamin C supplement, Organix, and performs contract manufacturing services of cough drop, dietary supplements, and other OTC cold remedy products for third parties. Its product pipeline includes Cold-EEZE Cold Remedy QuickMelts and Cold-EEZE Cold Remedy Oral Spray. It also produces Legendz XL for sexual health, Triple Edge XL, which is a daily energy booster plus testosterone support, and Super ProstaFlow Plus for prostate and urinary health.