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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): October 9, 2025
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.) |
626
RXR Plaza, 6th Floor
Uniondale,
New York |
|
11556 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (516) 989-0763
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
1.01 Entry into a Material Definitive Agreement.
On
October 9, 2025, ProPhase Labs, Inc. (the “Company”) entered into an At-the-Market Sales Agreement (the “Sales Agreement”)
with WestPark Capital, Inc. (“Agent”), pursuant to which the Company may offer and sell shares of its common stock, par value
$0.0005 per share (“Common Stock”) from
time to time through the Agent as the Company’s sales agent.
Pursuant
to the Sales Agreement, sales of the Shares, if any, will be made under the Company’s Registration Statement on Form S-3 (File
No. 333-283182), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 20, 2024,
and the related prospectus and prospectus supplement. The Company may sell the Shares in transactions that are deemed to be “at
the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or
through the Nasdaq Capital Market or any other trading market for the Common Stock. The Agent is entitled to compensation of 3.0% of
the gross proceeds from the sales of any Shares pursuant to the Sales Agreement and will be reimbursed for certain expenses.
The
Sales Agreement contains customary representations, warranties, and covenants of the Company and the Agent, indemnification and contribution
provisions, and conditions precedent to the sale of the Shares pursuant to the Sales Agreement. The Company may terminate the Sales Agreement
at any time upon notice to the Agent.
The
Company is not obligated to sell any Shares under the Sales Agreement and may at any time suspend sales pursuant to the Sales Agreement
upon notice to the Agent and subject to the terms of the Sales Agreement. The Sales Agreement may be terminated by either party at any
time upon notice to the other party. The Company and the Agent have made customary representations, warranties and covenants in the Sales
Agreement concerning the Company, the Registration Statement and the offering of the Shares.
The
foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, a copy
of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking
Statements
Except
for the historical information contained herein, this document contains forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding our strategy, plans, objectives and initiatives, including our
expectations regarding the future revenue growth potential of each of our subsidiaries, our expected timeline for commercializing our
BE-Smart Esophageal Cancer Test, our expectations regarding future liquidity events, the success of our efforts to collect accounts receivables
and anticipated timeline for any payments relating thereto, and our ability to successfully transition into a consumer products company.
Management believes that these forward-looking statements are reasonable as and when made. However, such forward-looking statements involve
known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected in
the forward-looking statements. These risks and uncertainties include but are not limited to our ability to obtain and maintain necessary
regulatory approvals, general economic conditions, consumer demand for our products and services, challenges relating to entering into
and growing new business lines, the competitive environment, and the risk factors listed from time to time in our Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and any other SEC filings. These forward-looking statements are subject to risks and uncertainties
and actual results may differ materially. Details about these risks and uncertainties can be found in our filings with the SEC. The Company
undertakes no obligation to update forward-looking statements except as required by applicable securities laws. Readers are cautioned
that forward-looking statements are not guarantees of future performance and are cautioned not to place undue reliance on any forward-looking
statements.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| No. |
|
Description |
| |
|
|
1.1
|
|
At-the-Market Sales Agreement, dated as of October 9, 2025, by and between ProPhase Labs, Inc. and WestPark Capital, Inc. |
| |
|
|
| 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:
October 15, 2025
