UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PROPHASE LABS, INC.
(Name of Subject Company (Issuer))
PROPHASE LABS, INC.
(Names of Filing Persons (Issuer and Offeror))
Common Stock, Par Value $0.0005 Per Share
(Title of Class of Securities)
74345W 10 8
(CUSIP Number of Class of Securities)
Ted Karkus
Chairman and Chief Executive Officer
ProPhase Labs, Inc.
621 N. Shady Retreat Road
Doylestown, Pennsylvania 18901
(215) 345-0919
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Herb Kozlov, Esq.
Aron Izower, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, New York 10022
(212) 345-0919
CALCULATION OF FILING FEE
TRANSACTION VALUATION(1) | AMOUNT OF FILING FEE(2) | |||||
$ | 3,910,000 | $ | 486.80 |
(1) Estimated solely for purposes of calculating the filing fee, this amount is based on the purchase of 1,700,000 shares of common stock, par value $0.0005 per share, at the offer price of $2.30 per share.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, equals $124.50 per $1,000,000 of the value of the transaction.
[X] | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $486.80 | Filing Party: ProPhase Labs, Inc. | ||
Form or Registration No.: Schedule TO-I | Date Filed: November 20, 2017 |
[ ] | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which the statement relates:
[ ] | third-party tender offer subject to Rule 14d-1. |
[X] | issuer tender offer subject to Rule 13e-4. |
[ ] | going-private transaction subject to Rule 13e-3. |
[ ] | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
[ ] | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
[ ] | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
This Amendment No. 2 (this “Amendment”) amends the Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2017 (the “Schedule TO”) by ProPhase Labs, Inc., a Delaware corporation (the “Company”), relating to the offer by the Company to purchase up to 1,700,000 shares of its common stock, par value $0.0005 per share, at a price of $2.30 per share, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 20, 2017 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”) (together with the Offer to Purchase, the “Offer”).
The information in the Offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding at the end thereof the following:
On December 21, 2017, the Company issued a press release announcing the final results of the Offer, which expired at midnight, New York City time, on Monday, December 18, 2017. A copy of the press release is filed as Exhibit (a)(1)(H) to the Schedule TO and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented as follows:
The following reference to Exhibit (a)(1)(H) is hereby inserted immediately prior to the reference to Exhibit (b):
(a)(1)(H)*** | Press release announcing the final results of the Tender Offer, dated December 21, 2017 |
-2- |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 21, 2017
PROPHASE LABS, INC. | ||
By: | /s/ Ted Karkus | |
Name: | Ted Karkus | |
Title: | Chairman and Chief Executive Officer |
-3- |
EXHIBIT INDEX
-4- |
-5- |
* Previously filed with the Schedule TO on November 20, 2017.
** Previously filed with Amendment No. 1 to the Schedule TO on December 19, 2017.
*** Filed herewith.
-6- |