[D] ProPhase Labs, Inc. SEC Filing

Rhea-AI Filing Summary

MicroStrategy Incorporated ("Strategy") filed an 8-K on July 7, 2025 announcing two capital-structure actions and an amendment to its previously issued preferred shares.

1. STRK Certificate of Amendment (Item 5.03)
• The 8.00% Series A Perpetual Strike Preferred Stock (ticker STRK) now carries a dynamic liquidation preference that resets daily to the greatest of: (i) the $100 stated amount, (ii) the prior-day closing price when the company has issued STRK within the preceding ten trading days, or (iii) the ten-day average closing price, with a $100 floor.
• STRK continues to accrue cumulative cash dividends at 8.00% of the $100 stated amount and includes optional, tax-driven and fundamental-change redemption provisions.

2. New “At-The-Market” (ATM) programmes (Item 8.01)

• STRD Stock: New ATM Sales Agreement with five agents (TD Cowen, Barclays, Benchmark, Clear Street, Morgan Stanley) for up to $4.2 billion of 10.00% Series A Perpetual Stride Preferred Stock (ticker STRD). Commissions capped at 2.0% of gross proceeds.
• STRF Stock: Existing $2.1 billion 10.00% Series A Perpetual Strife Preferred Stock (ticker STRF) ATM amended to add Morgan Stanley as an additional sales agent.
• STRK Stock: Existing $21.0 billion ATM remains in place; updated risk factors and tax disclosures were filed to reflect the liquidation-preference changes.

Each ATM may be suspended or terminated at any time; sales occur on a best-efforts basis and the company is not obligated to issue shares. Legal opinions (Ex. 5.1), press release (Ex. 99.1) and updated risk/tax sections (Ex. 99.2-99.3) accompany the filing.

Investor take-aways: The amendment aligns STRK’s preference with market pricing, potentially reducing premiums paid to investors in adverse price swings. However, the combined ATM capacity of up to $27.3 billion across three 10%/8% preferred series represents substantial potential dilution and adds sizeable fixed dividend obligations.

Positive

• Dynamic liquidation preference aligns STRK preferred liquidation value with market price, potentially reducing overpayment risk for common shareholders.
• Flexible ATM programmes provide up to $27.3 billion in on-demand capital, enhancing liquidity without traditional underwriting fees.
• Redemption and tax provisions give the company optionality to retire preferred stock under favourable conditions.

Negative

• Significant potential dilution from issuing $4.2 billion STRD, $2.1 billion STRF and $21 billion STRK preferred shares.
• High fixed dividend burden of 8-10% could add >$2 billion annually if fully issued, pressuring cash flows.
• Complex capital structure with multiple preferred series may raise investor uncertainty and financing costs.

Insights

Senior Capital Markets Analyst

TL;DR – Dynamic preference aids pricing discipline; massive ATM capacity could be dilutive.

The amendment to STRK makes the liquidation preference responsive to trading prices, lowering the risk that investors receive windfalls if the share price collapses far below $100 and the company liquidates. This is shareholder-friendly for common holders but only neutral for preferred investors, whose floor remains at $100. The three concurrent ATMs give Strategy flexibility to raise up to $27.3 billion, which can bolster liquidity for bitcoin purchases or software expansion. Yet at 8–10% cumulative coupon rates, the securities are expensive; full utilisation would add roughly $2.2 billion in annual preferred dividends.

Given the trade-off between funding optionality and dilution/interest burden, I view the net market impact as neutral until actual issuance volumes are disclosed.

Corporate Governance & Risk Specialist

TL;DR – Preferred issuance tilts capital stack; risk of dilution and high fixed costs.

The board authorised sizeable preferred offerings without mandatory shareholder approval, concentrating decision-making in management. The step-up, best-efforts ATMs allow issuance at prevailing prices, but the 10% coupons and rich redemption terms place significant claims senior to common equity. Adding Morgan Stanley to STRF and multiple agents to STRD accelerates placement capacity. While the dynamic liquidation preference for STRK reduces potential arbitrage, it also embeds complexity that may widen investor discount rates.

Overall, the event is mildly negative for existing equity holders due to prospective dilution and higher fixed obligations.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000868278

QUIGLEY CORP

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ProPhase Labs, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ProPhase Labs, Inc.
Street Address 1		Street Address 2
626 RXR PLAZA, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
UNIONDALE	NEW YORK	11556	215-345-0919

3. Related Persons

Last Name	First Name	Middle Name
KARKUS	TED
Street Address 1	Street Address 2
626 RXR PLAZA, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
UNIONDALE	NEW YORK	11556

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
GECKEL	LOUIS
Street Address 1	Street Address 2
626 RXR PLAZA, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
UNIONDALE	NEW YORK	11556

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
HIRSCH	WARREN
Street Address 1	Street Address 2
626 RXR PLAZA, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
UNIONDALE	NEW YORK	11556

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
ABENANTE	CAROLINA
Street Address 1	Street Address 2
626 RXR PLAZA, 6TH FLOOR
City	State/Province/Country	ZIP/PostalCode
UNIONDALE	NEW YORK	11556

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-22				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $500,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
None	None
City	State/Province/Country	ZIP/Postal Code
None	Unknown	0000
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
FLORIDA NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$1,000,000	USD	or Indefinite
Total Amount Sold	$1,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

NONE OTHER THAN SALARY IN NORMAL COURSE

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
ProPhase Labs, Inc.	/s/ TED KARKUS	TED KARKUS	CEO	2025-07-07

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did MicroStrategy (MSTR) change in its STRK preferred stock on July 7, 2025?

The company amended STRK so its liquidation preference resets daily to the highest of $100, prior-day price or ten-day average, with a $100 floor.

How much can MicroStrategy raise through the new STRD ATM offering?

The STRD ATM allows sales of up to $4.2 billion of 10.00% Series A Perpetual Stride Preferred Stock.

What are the dividend rates on MicroStrategy’s preferred stock series?

STRK: 8.00% cumulative; STRF & STRD: 10.00% cumulative, all on $0.001 par value shares.

Which banks act as agents for the STRD ATM programme?

TD Cowen, Barclays, Benchmark, Clear Street and Morgan Stanley will each act as sales agents.

Does the filing obligate MicroStrategy to issue the full ATM amounts?

No. Sales are on a best-efforts basis; the company may suspend or terminate the offerings at any time.

What triggers MicroStrategy’s option to redeem STRK preferred shares?

Strategy can redeem all STRK if outstanding stated amount drops below $182.5 million or upon a defined Tax Event.