Item 1.01. Entry into a Material Definitive Agreement.
On
Under the terms of the Underwriting Agreement, the Company has also granted the
Underwriters a 30-day option to purchase up to an additional 450,000 shares of
common stock at the public offering price, less the underwriting discounts and
commissions. The Company agreed to reimburse the Underwriters for certain
expenses relating to the Offering, not to exceed
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.
The shares are being offered and sold pursuant to the Company's shelf
registration statement on Form S-3 (File No. 333-225875) (the "Registration
Statement"), which was declared effective by the
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company. Under the terms of the Underwriting Agreement, the
Company has agreed to indemnify the Underwriters against certain liabilities.
The Company and all of the Company's directors and executive officers have also
agreed not to sell or transfer any ordinary shares held by them for a period of
90 days (with respect to the Company) and 30 days (with respect to the Company's
directors and executive officers) from
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. The Underwriting Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Underwriting Agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Underwriting Agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company's filings with the Commission.
Item 8.01 Other Events.
On
In connection with the Offering, the legal opinion as to the legality of the ordinary shares sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Table 1.1 Underwriting Agreement, dated as ofJanuary 18, 2021 , by and betweenProPhase Labs, Inc. andThinkEquity , a division ofFordham Financial Management, Inc. , as representative of the several underwriters named therein 5.1 Opinion ofReed Smith LLP 23.1 Consent ofReed Smith LLP (included in Exhibit 5.1) 99.1 Press Release issued byProPhase Labs, Inc. , datedJanuary 15, 2021 . 99.2 Press Release issued byProPhase Labs, Inc. , datedJanuary 18, 2021 .
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/Monica Brady Monica Brady Chief Financial Officer
Date:
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