Current Report Filing (8-k)
September 23 2020 - 4:16PM
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): September 23, 2020
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.)
|
621
N. Shady Retreat Road
Doylestown,
PA
|
|
18901
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
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):
|
[ ]
|
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 Material Definitive Agreement
On
September 23, 2020, ProPhase Labs, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”)
with A.G.P./Alliance Global Partners, as agent (“A.G.P.”), pursuant to which the Company may offer and sell, from
time to time through A.G.P., shares (the “Shares”) of the Company’s common stock, par value $0.0005 per share
(the “Common Stock”), subject to the terms and conditions of the Sales Agreement. The Company has filed a prospectus
supplement to its registration statement on Form S-3 (File No. 333-225875) offering the Shares.
Under
the Sales Agreement, A.G.P. may sell the Shares in sales deemed to be an “at-the-market offering” as defined in Rule
415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly
on or through The Nasdaq Capital Market or any other existing trading market for the Company’s Common Stock, in negotiated
transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any
other method permitted by law. The Company may instruct A.G.P. not to sell the Shares if the sales cannot be effected at or above
the price designated by the Company from time to time.
The
Company is not obligated to make any sales of the Shares under the Sales Agreement. The offering pursuant to the Sales Agreement
will terminate upon the earlier of (i) the sale of all of the Shares subject to the Sales Agreement and (ii) termination of the
Sales Agreement as permitted therein. The Company may terminate the Sales Agreement in its sole discretion at any time by giving
three business days’ prior notice to A.G.P. A.G.P. may terminate the Sales Agreement under the circumstances specified in
the Sales Agreement and in its sole discretion at any time by giving three business days’ prior notice to the Company.
The
Company will pay A.G.P. a fixed commission rate of 3.0% of the aggregate gross proceeds from the sale of the Shares pursuant to
the Sales Agreement and has agreed to provide A.G.P. with customary indemnification and contribution rights. The Company also
has agreed to reimburse A.G.P. for its reasonable out-of-pocket expenses (including but not limited to the reasonable and documented
fees and expenses of its legal counsel) in an amount not to exceed $35,000 and for A.G.P.’s reasonable and documented out-of-pocket
expenses (including but not limited to the reasonable and documented fees and expenses of its legal counsel) on an annual basis
in an amount not to exceed $5,000
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of
such agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The opinion of Reed
Smith LLP, the Company’s counsel, regarding the legality of the Shares that may be issued pursuant to the Sales Agreement
is also filed herewith as Exhibit 5.1.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein,
nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state.
Item
7.01. Regulation FD Disclosure.
On
September 23, 2020, the Company issued a press release announcing the transaction described in Item 1.01 of this Current
Report on Form 8-K. 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 Exhibit 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.
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.
|
ProPhase
Labs, Inc.
|
|
|
|
|
By:
|
/s/ Monica
Brady
|
|
|
Monica
Brady
|
|
|
Chief
Financial Officer
|
Date:
September 23, 2020
ProPhase Labs (NASDAQ:PRPH)
Historical Stock Chart
From Mar 2024 to Apr 2024
ProPhase Labs (NASDAQ:PRPH)
Historical Stock Chart
From Apr 2023 to Apr 2024