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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 ProPhase Labs, Inc. 8-K:1,9 4/18/24 11:223K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 39K 2: EX-10.1 Material Contract HTML 19K 6: R1 Cover HTML 47K 8: XML IDEA XML File -- Filing Summary XML 11K 11: XML XBRL Instance -- form8-k_htm XML 16K 7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.LAB XBRL Labels -- prph-20240418_lab XML 96K 5: EX-101.PRE XBRL Presentations -- prph-20240418_pre XML 64K 3: EX-101.SCH XBRL Schema -- prph-20240418 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 10: ZIP XBRL Zipped Folder -- 0001493152-24-015121-xbrl Zip 20K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i April 18, 2024
(Exact name of Company as specified in its charter)
| i Delaware | i 000-21617 | i 23-2577138 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| i 11530 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (215) i 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):
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| i Common Stock, par value $0.0005 | i PRPH | i 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).
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 a Material Definitive Agreement.
On April 18, 2024, ProPhase Labs, Inc. (the “Company”) entered into a standstill agreement with ThinkEquity LLC (the “Sales Agent”) (such agreement, the “Standstill Agreement”). The Standstill Agreement provides that the Company, without the prior written consent of the Sales Agent, will not, for a period of 60 days after the date of the Standstill Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the U.S. Securities and Exchange Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than non-convertible mortgages or non-convertible equipment financing debt or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company. The Lock-Up Period restrictions shall not apply in certain situations.
The Standstill Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the Standstill Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| No. | Description | |
| 10.1 | Standstill Agreement dated April 18, 2024 between ProPhase Labs, Inc. and ThinkEquity LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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/ Ted Karkus | |
| Ted Karkus | ||
| Chairman of the Board and Chief Executive Officer | ||
Date: April 18, 2024
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on / For Period end: | 4/18/24 | None on these Dates | ||
| List all Filings | ||||