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PRPH ProPhase Labs

Filed: 16 Dec 20, 4:30pm

 

 

 

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): December 16, 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 1.02. Termination of a Material Definitive Agreement.

 

On December 16, 2020, ProPhase Labs, Inc. (the “Company”) gave notice to A.G.P./Alliance Global Partners (“AGP”) of its election to terminate the Sales Agreement, dated September 23, 2020, by and between the Company and AGP (the “Sales Agreement”). Pursuant to such notice, the Sales Agreement will terminate effective as of 5:00 p.m. (Eastern time) on Monday, December 21, 2020.

 

Pursuant to the Sales Agreement and the Prospectus Supplement dated September 23, 2020, the Company was entitled to offer and sell, from time to time through AGP, up to $11,343,248 shares of its common stock, par value $0.0005 per share, in an “at-the-market” offering program (the “ATM Program”). No sales have been made under the ATM Program.

 

 

 

 

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: December 16, 2020