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
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Date of Report (Date of earliest event reported): September 23, 2011
PROPHASE LABS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other
jurisdiction of incorporation)
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0-21617
(Commission
File Number)
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23-2577138
(I.R.S. Employer
Identification No.)
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621 Shady Retreat Road
Doylestown, PA
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18901
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(Address of principal executive offices)
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(Zip Code)
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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 registrant 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))
Item 1.01 Entry into a Material Definitive Agreement.
On September 23, 2011, ProPhase Labs, Inc. (the “Company”) entered into a Redemption Agreement (the “Agreement”) with Phosphagenics Ltd., an Australian corporation (“Phosphagenics”). Under the terms of the Agreement, the Company will redeem 690,000 shares of the Company’s common stock held by Phosphagenics for the aggregate redemption price of $448,500 in cash. The redemption price is equal to $0.65 per share. The Agreement contains customary representations and covenants of the parties and closing conditions. 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 herewith as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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No.
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Description
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10.1
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Redemption Agreement, dated September 23, 2011
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ProPhase Labs, Inc. |
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By:
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/s/ Robert V. Cuddihy, Jr. |
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Robert V. Cuddihy, Jr. |
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Chief Financial Officer |
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Date: September 23, 2011
EXHIBIT INDEX
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No.
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Description
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10.1
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Redemption Agreement, dated September 23, 2011
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