ProPhase Labs, Inc. — Capital/Financing Update 2020

Dec 16, 2020

8-K 1 form8-k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

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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. [ ]

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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.

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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

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