SEC Comment Letter for ProPhase Labs, Inc. (PRPH) (CIK 0000868278) (PRPH) — Aug 31, 2017
ProPhase Labs, Inc. (PRPH) (CIK 0000868278)
Date: Aug. 31, 2017 · CIK: 0000868278 · Accession: 0000000000-17-030947
AI Filing Summary & Sentiment
Reasoning
Letter
August 31, 2017 Via E -Mail Herb ert F. Kozlov Reed Smith LLP 599 Lexington Avenue New York, NY 10022
Re: ProPhase Labs , Inc. Schedule TO-I filed August 25, 20 17 File No. 5-84809
Dear Mr. Kozlov :
The staff in the Office of Mergers and Acquisitions in the Division of Corporation Finance has conducted a limited review of the above filing concerning the matters identified in our comment below. Unless otherwise noted, all defined terms used in this letter have the same meaning as in your offer materials.
Please respond to this letter by providing the analysis requested in a response letter or by amending your filing to comply with Rule 13e -3.
General
1. Please confirm (and explain why ) this issuer tender offer does not constitute the first step in a g oing private transaction . In this regard, we note that the Company has recently sold substantially all of its assets and if fully subscribed, the Company will repurchase 24.7% of its common stock in this offer. While we n ote the offer condition that th is tender offer will not cause the delisting of these shares from the NASDAQ, please be aware th at Rule 13e -3 can apply to the first step in a series of transaction s having the requisite going -private effect. See Rule 13e -3(a)(3). In addition, we note that Item 6 of Schedule TO and Item 1006(c) of Regulation M -A require the Company to discuss any future plans for an extraordinary transaction of the kind listed in Item 1006(c)(1) -(9).
Please provide the requested analysis promptly in a response letter . We may have further comments; therefore , please allow adequate time for further staff review. Please transmit the letter via EDGAR under the label “COR RESP.”
Herbert F. Kozlov , Esq. Reed Smith LLP August 31, 201 7 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the c ompany is in possession of all facts relating to its disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.
Please direct any questions about th is comment or your filing to me at 202-551-3263.
Sincerely,
/s/ Christina Chalk
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August 31, 2017 Via E -Mail Herb ert F. Kozlov Reed Smith LLP 599 Lexington Avenue New York, NY 10022 Re: ProPhase Labs , Inc. Schedule TO-I filed August 25, 20 17 File No. 5-84809 Dear Mr. Kozlov : The staff in the Office of Mergers and Acquisitions in the Division of Corporation Finance has conducted a limited review of the above filing concerning the matters identified in our comment below. Unless otherwise noted, all defined terms used in this letter have the same meaning as in your offer materials. Please respond to this letter by providing the analysis requested in a response letter or by amending your filing to comply with Rule 13e -3. General 1. Please confirm (and explain why ) this issuer tender offer does not constitute the first step in a g oing private transaction . In this regard, we note that the Company has recently sold substantially all of its assets and if fully subscribed, the Company will repurchase 24.7% of its common stock in this offer. While we n ote the offer condition that th is tender offer will not cause the delisting of these shares from the NASDAQ, please be aware th at Rule 13e -3 can apply to the first step in a series of transaction s having the requisite going -private effect. See Rule 13e -3(a)(3). In addition, we note that Item 6 of Schedule TO and Item 1006(c) of Regulation M -A require the Company to discuss any future plans for an extraordinary transaction of the kind listed in Item 1006(c)(1) -(9). Please provide the requested analysis promptly in a response letter . We may have further comments; therefore , please allow adequate time for further staff review. Please transmit the letter via EDGAR under the label “COR RESP.” Herbert F. Kozlov , Esq. Reed Smith LLP August 31, 201 7 Page 2 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the c ompany is in possession of all facts relating to its disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made. Please direct any questions about th is comment or your filing to me at 202-551-3263. Sincerely, /s/ Christina Chalk Christina Chalk Senior Special Counsel Office of Mergers and Acquisitions