PRPH ProPhase Labs Inc

Item 1.01 Entry into a Material Definitive Agreement.

On June 12, 2017, ProPhase Labs, Inc. (the “Company”) entered into a Stock Purchase Agreement (each a “Purchase Agreement,” and, collectively, the “Purchase Agreements”) with each of Mark S. Leventhal, a former director of the Company, and other persons and entities associated and/or affiliated with Mr. Leventhal (collectively the “Leventhal Holders”), pursuant to which the Company, at the closing on June 13, 2017, purchased all 1,061,980 shares (the “Shares”) of common stock, par value $0.0005 per share, of the Company (the “Common Stock”) then held by the Leventhal Holders, representing an approximate 6.2% aggregate ownership interest in the Company (based on 17,221,776 shares of Common Stock outstanding as of June 12, 2017). Upon consummation of the transactions contemplated by the Purchase Agreements, the Leventhal Holders ceased to hold any direct or indirect ownership interest in the Company. Additionally, the Company’s number of shares of Common Stock outstanding decreased 1,061,980 from 17,221,776 to 16,159,796 as of June 13, 2017.

Pursuant to the terms of the Purchase Agreements, the total consideration paid by the Company to the Leventhal Holders for the Shares was $1,858,465, which amount was equal to the product of (i) $1.75 multiplied by (ii) the number of Shares.

The Purchase Agreements contain customary representations, warranties and covenants therein. The assertions embodied in those representations and warranties were made for purposes of the Purchase Agreements and are subject to qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the Purchase Agreements. In addition, certain representations and warranties made as of a specified date may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the respective parties rather than establishing matters as facts. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.

The foregoing summary of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by reference.