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2025-09-18
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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): September 18, 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: (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
1.01 Entry into a Material Definitive Agreement.
On
September 12, 2025, ProPhase Labs, Inc. (the “Company”) entered into a Strategic Advisory and Private Placement Agreement
(the “Agreement”) with ThinkEquity LLC (“ThinkEquity”), pursuant to which ThinkEquity will serve as the exclusive
strategic advisor, placement agent and investment banker (the “Services”) to the Company in connection with the Company’s
digital asset treasury strategy and a proposed private placement of approximately $6,000,000 of the Company’s securities (the “Offering”)
to be conducted on a best efforts basis. The terms of the Offering and the Securities shall be mutually agreed upon by the Company and
the investors, and nothing in the Agreement implies that ThinkEquity would have the power or authority to bind the Company, or obligates
the Company to issue any Securities or complete the Offering.
As
compensation for the Services, the Company agreed to pay ThinkEquity a cash placement agent fee (the “Placement Agent’s Fee”)
equal to 8% of the aggregate purchase price paid by each purchaser of Securities placed in the Offering, payable at the closing of the
Offering (the “Closing”) from the gross proceeds. As additional compensation for the Services, the Company will issue to
ThinkEquity or its designees: (i) warrants (the “PA Warrants”) to purchase shares of the Company’s common stock (“Shares”)
equal to 8% of the number of Shares placed in the Offering, plus any Shares underlying any convertible Securities placed in the Offering
to such purchasers; and (ii) additional warrants (the “Advisory Warrants”) consisting of 1,250,000 warrants upon the Closing,
an additional 1,250,000 warrants upon the Company accumulating $50,000,000 in crypto, and an additionall 1,000,000 warrants upon the
Company accumulating $100,000,000 in crypto. All warrants will have a five-year exercise period and include registration rights equivalent
to those granted with respect to the Securities.
The
Agreement also provides for the Company’s engagement of ThinkEquity to perform certain advisory and placement services in connection
with the Offering, establishes the parties’ respective obligations and limitations regarding authority, and grants ThinkEquity
the right to appoint one member to the Company’s Board of Directors (the “Board Designee”), upon the Company’s
accumulating $50,000,000 of crypto.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, a copy of which is filed as an exhibit hereto and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| No. |
|
Description |
| |
|
|
| 10.1 |
|
ThinkEquity Engagement Letter portions redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K |
| |
|
|
| 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:
September 18, 2025
