M&A - ProPhase Labs, Inc.

Form Type: NT 10-Q

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225011272

Filing Summary: ProPhase Labs, Inc. was unable to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, due to the additional time required by the new auditor to review information for accuracy and completeness. The Company expects to file the Form 10-Q within the 5-day extension period permitted by Rule 12b-25. Importantly, ProPhase Labs sold its wholly owned subsidiary, Pharmaloz Manufacturing, Inc., to JL Projects, Inc. for approximately $23.6 million on January 16, 2025. This sale is expected to significantly impact the results of operations for the quarter ended March 31, 2025, compared to the same period in 2024, though a reasonable estimate of this change cannot currently be made due to the ongoing review by auditors. Further details of the sale were provided in a prior Form 8-K issued on January 23, 2025.

Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225003425

Filing Summary: On January 16, 2025, ProPhase Labs, Inc. entered into a Stock Purchase Agreement with JL Projects, Inc., whereby JL Projects purchased all the outstanding shares of Pharmaloz Manufacturing, Inc. and Pharmaloz Real Estate Holdings, Inc., both of which are wholly-owned subsidiaries of ProPhase Labs. The transaction closed on the same day and involved a cash payment of approximately $2 million to ProPhase Labs, along with the assumption and extinguishment of around $10 million in debt, including a $3.3 million mortgage, nearly $2 million in capital leases, and about $3 million in payables. This deal also canceled approximately $300,000 in accrued interest and transferred over $600,000 in employee annual overhead from ProPhase to PMI. The Agreement includes standard representations and warranties.