Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 15 2016 - 3:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
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[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
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For
Period Ended:
September 30, 2016
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[ ] Transition
Report on Form 10-K
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[ ] Transition
Report on Form 20-F
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[ ] Transition Report
on Form 11-K
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[ ] Transition Report
on Form 10-Q
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[ ] Transition Report
on Form N-SAR
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For the Transition Period Ended:
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
ProPhase
Labs, Inc.
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Full
Name of Registrant
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621
N. Shady Retreat Road
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Address
of Principal Executive Office
(Street and Number)
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Doylestown,
Pennsylvania and 18901
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City,
State and Zip Code
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PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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[X]
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time
period.
ProPhase Labs, Inc. (“we”, “us” or the “Company”) was unable to file our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (the “Quarterly Report”) within the prescribed
time period because of technical connectivity difficulties between the filing server and the EDGAR server of the Securities and
Exchange Commission (the “Commission”). The Quarterly Report was completed, executed and ready to be filed with the
Commission prior to the 5:30 p.m. Eastern time deadline for acceptance of filings on November 14, 2016, the due date for the filing,
and we attempted to commence transmission of the Quarterly Report on the Commission’s EDGAR system prior to such deadline.
In spite of our best efforts to submit the Quarterly Report with the Commission on a timely basis, the filing server was unable
to do so due to such connectivity issues. We intend to submit a written request for a date adjustment for the filing date
to the Commission for the acceptance date to be changed from November 15, 2016 to November 14, 2016. However, as a precautionary
matter, we are submitting this Form 12b-25 to ensure that it remains timely in its periodic filings under the Securities Exchange
Act of 1934, as amended. We intend to file the Quarterly Report on Form 10-Q later today, November 15, 2016, but in any event
no later than the fifth calendar day following the prescribed due date.”
PART IV — OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Robert V. Cuddihy, Jr.
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(215)
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345-0919
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed ? If answer is no, identify report(s).
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Yes
[X] No [ ]
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes
[ ] No [X]
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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ProPhase
Labs, Inc.
(Name of Registrant as Specified
in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
November
15, 2016
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By:
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/s/ Robert
V. Cuddihy, Jr
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Name:
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Robert V. Cuddihy, Jr
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Title:
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Chairman of the Board and Chief Executive Officer
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(Principal Executive Officer)
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