ProPhase Labs, Inc. — Major Shareholding Notification 2020

Mar 30, 2020

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SCHEDULE 13D

AMENDMENT NO. 12

ProPhase Labs, Inc.

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(Name of Issuer)

Common Stock, par value $0.0005 per share

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(Title of Class of Securities)

74345W 10 8

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(CUSIP Number)

Herbert Kozlov, Esq.

Wendy Grasso, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, New York 10022

(212) 521-5400

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 26, 2020

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

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CUSIP No: 74345W 10 8

| 1. | NAME
OF REPORTING PERSON: | |
| --- | --- | --- |
| | Ted
Karkus | |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (See
Instructions): | |
| | (a)
[ ] | |
| | (b)
[ ] | |
| 3. | SEC
USE ONLY | |
| 4. | SOURCE
OF FUNDS (See Instructions) | PF |
| 5. | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): | [ ] |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION | United
States |

| NUMBER
OF | 7. | SOLE
VOTING POWER | 4,574,504 (1) |
| --- | --- | --- | --- |
| SHARES | | | |
| BENEFICIALLY | 8. | SHARED
VOTING POWER | 0 |
| OWNED
BY | | | |
| EACH | 9. | SOLE
DISPOSITIVE POWER | 4,574,504 (1) |
| REPORTING | | | |
| PERSON
WITH | 10. | SHARED
DISPOSITIVE POWER | 0 |

| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 4,574,504
shares of common stock (1) | |
| 12. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | 33.6% (2) |
| 14. | TYPE
OF REPORTING PERSON (See Instructions) | IN |

(1) Includes 2,024,976 shares of common stock issuable to the Reporting Person upon the exercise of stock options, which are vested and exercisable within the next 60 days.

(2) Based on 11,581,939 shares of common stock outstanding on March 26, 2020, plus 2,024,976 shares of Common Stock issuable to the Reporting Person upon the exercise of stock options, which are vested and exercisable within the next 60 days.

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Introductory Note:

This Amendment No. 12 amends and supplements the Statement on Schedule 13D filed by Ted Karkus (the “Reporting Person”) on April 27, 2011 (the “Original Schedule 13D”, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed on November 15, 2011, Amendment No. 2 to the Schedule 13D filed on December 14, 2011, Amendment No. 3 to the Schedule 13D filed on May 18, 2012, Amendment No. 4 to the Schedule 13D filed on September 19, 2014, Amendment No. 5 to the Schedule 13D filed on May 27, 2015, Amendment No. 6 to the Schedule 13D filed on June 8, 2015, Amendment No. 7 to the Schedule 13D filed on January 6, 2017, Amendment No. 8 to the Schedule 13D filed on May 3, 2017, Amendment No. 9 to the Schedule 13D filed on October 3, 2017, Amendment No. 10 to the Schedule 13D filed on December 26, 2017, Amendment No. 11 to the Schedule 13D filed on February 26, 2018, and together with this Amendment No. 12, the “Schedule 13D”) to the extent specifically set forth below. Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

ITEM 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by inserting the following:

On March 26, 2020, the Reporting Person sold 100,000 shares of common stock, par value $0.0005 per share, of the Issuer to Dr. Louis Gleckel, a director of the Issuer, at a price of $1.75 per share pursuant to the terms of a Stock Purchase Agreement (the “Purchase Agreement”).

In addition, since the filing of the Reporting Person’s Amendment No. 11 to the Schedule 13D on February 26, 2018, 1,747,200 options have vested, and 277,776 options will vest in the 60 days following the filing of this Schedule 13D.

ITEM 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

As of the date hereof, the Reporting Person is deemed to be the beneficial owner, within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, of 4,574,504 shares of common stock of the Issuer (including 2,024,976 shares of common stock issuable to the Reporting Person upon the exercise of stock options, which are vested and exercisable within the next 60 days) , or approximately 33.6% of the Issuer’s shares outstanding, and also is deemed to have sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, such shares.

Except for the sale described in Item 4, there have been no other transactions in the securities of the Issuer effected by the Reporting Person in the last 60 days.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The description of the Purchase Agreement set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.

Other than the Purchase Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

ITEM 7. Material to be Filed as Exhibits.

Exhibit 99.1 Stock Purchase Agreement, dated March 26, 2020, by and between Ted Karkus and Louis Gleckel MD

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SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 30, 2020

/s/ Ted Karkus
Ted
Karkus

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