Current Report Filing (8-k)
August 25 2020 - 4:07PM
Edgar (US Regulatory)
UNITED
STATES
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): July 10, 2020
PROPHASE
LABS, INC.
(Exact
name of Company as specified in its charter)
Delaware
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0-21617
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23-2577138
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(State
or other
jurisdiction
of incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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621
N. Shady Retreat Road
Doylestown,
PA
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18901
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(Address
of principal executive offices)
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(Zip
Code)
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Company’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):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b) of the Exchange Act:
Title
of Each Class
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Trading
Symbol
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Name
of Each Exchange on Which Registered
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Common
Stock, par value $0.0005
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PRPH
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Nasdaq
Capital Market
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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
July 10, 2020, ProPhase Labs, Inc. (the “Company”) entered into an Agreement of Sale and Purchase (the “Sale
Agreement”) with Lenape Valley Foundation (the “Purchaser”), pursuant to which the Company agreed to sell its
corporate headquarters building located at 621 North Shady Retreat Road, Doylestown, Pennsylvania to the Purchaser for $2,200,000,
with $50,000 in cash payable upon the signing of the Sale Agreement to an interest-bearing escrow account with all interest to
be paid to the Purchaser, except in the event of Purchaser’s default, and the remainder payable to the Company in cash by
wire transfer at the closing of the transaction. The closing of the transaction is subject to the Purchaser’s due diligence
investigation and to other customary closing conditions. The Sale Agreement contains customary representations, warranties, and
covenants by, among, and for the benefit of the parties.
The
foregoing description of the Sale Agreement is qualified in its entirety by reference to the full text of the Sale Agreement,
a copy of which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated by reference herein in its entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
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ProPhase
Labs, Inc.
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By:
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/s/
Monica Brady
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Monica
Brady
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Chief
Financial Officer
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Date:
August 25, 2020
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