SEC Company Response from ProPhase Labs, Inc. (PRPH) (CIK 0000868278) (PRPH) — Feb 24, 2017
ProPhase Labs, Inc. (PRPH) (CIK 0000868278)
Date: Feb. 24, 2017 · CIK: 0000868278 · Accession: 0001493152-17-001894
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-21617
Referenced dates: February 14, 2017
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Re: ProPhase Labs, Inc. Preliminary Proxy Statement on Schedule 14A Filed January 31, 2017 File No. 000-21617
Dear Ms. Hayes:
On behalf of our client, ProPhase Labs, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission issued in its letter dated February 14, 2017 (the “Comment Letter”) relating to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). We are concurrently submitting via EDGAR this letter and an amended Preliminary Proxy Statement on Schedule 14A (the “Amended Preliminary Proxy Statement”).
Set forth below in bold are comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Comment Letter and includes the caption used in the Comment Letter. Immediately following each comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amended Preliminary Proxy Statement.
General
1. We note your outstanding application for confidential treatment of portions of the Asset Purchase Agreement and Manufacturing Agreement filed as Appendix A to the proxy statement. Please note that the application should be resolved prior to mailing your proxy statement.
We acknowledge the Staff’s comment and respectfully advise the Staff that the confidential treatment order (File No. 000-21617 - CF#34653) relating to portions of the Asset Purchase Agreement and Manufacturing Agreement filed as Appendix A to the proxy statement was issued on February 16, 2017.
2. Please update your financial statements to the extent required by Article 8-08 of Regulation S-X.
We acknowledge the Staff’s comment and respectfully advise the Staff that the Amended Preliminary Proxy Statement includes the updated financial statements required by Article 8-08 of Regulation S-X under the headings “Unaudited Pro Forma Financial Information,” beginning on page 51, and “Index to Unaudited Financial Statements of Cold-EEZE® Business Division,” beginning on page 62.
Securities and Exchange Commission
February 24, 2017
Page
Proposal No. 1 – Sale of the Acquired Assets
Background of the Sale of the Acquired Assets, page 25
3. Please revise your background discussion to provide further detail regarding the bids you received from the four potential acquirers referenced in the first paragraph on page 26 as well as the reasons why you did not pursue them. Additionally, please disclose the basis for your conclusion that the Mylan bid was more favorable than the other bids you received and that a transaction with Mylan was more likely to be consummated.
We acknowledge the Staff’s comment and respectfully advise the Staff that the Amended Preliminary Proxy Statement includes additional detail beginning on page 25 under the heading “Background of the Sale of the Acquired Assets” regarding the bids received from the four potential acquirers referenced in the Amended Preliminary Proxy Statement as well as the reasons why the Company did not pursue certain of them. The Amended Preliminary Proxy Statement also describes the basis for the Company’s conclusion that the Mylan bid was more favorable than the other bids the Company received and that a transaction with Mylan was more likely to be consummated than a transaction with any of the other bidders.
Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0393.
Sincerely,
/s/
Aron Izower
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CORRESP
1
filename1.htm
599
Lexington Avenue
New York, NY 10022-7650
+1
212 521 5400
Fax
+1 212 521 5450
reedsmith.com
February
24, 2017
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Suzanne Hayes
Re:
ProPhase
Labs, Inc.
Preliminary
Proxy Statement on Schedule 14A
Filed
January 31, 2017
File
No. 000-21617
Dear
Ms. Hayes:
On
behalf of our client, ProPhase Labs, Inc. (the “Company”), we submit this letter in response to comments from
the staff (the “Staff”) of the Securities and Exchange Commission issued in its letter dated February 14, 2017
(the “Comment Letter”) relating to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary
Proxy Statement”). We are concurrently submitting via EDGAR this letter and an amended Preliminary Proxy Statement on
Schedule 14A (the “Amended Preliminary Proxy Statement”).
Set
forth below in bold are comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds
to the numbered comment in the Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Amended Preliminary Proxy Statement.
General
1. We
note your outstanding application for confidential treatment of portions of the Asset
Purchase Agreement and Manufacturing Agreement filed as Appendix A to the proxy statement.
Please note that the application should be resolved prior to mailing your proxy statement.
We
acknowledge the Staff’s comment and respectfully advise the Staff that the confidential treatment order (File No. 000-21617
- CF#34653) relating to portions of the Asset Purchase Agreement and Manufacturing Agreement filed as Appendix A to the proxy
statement was issued on February 16, 2017.
2. Please
update your financial statements to the extent required by Article 8-08 of Regulation
S-X.
We
acknowledge the Staff’s comment and respectfully advise the Staff that the Amended Preliminary Proxy Statement includes
the updated financial statements required by Article 8-08 of Regulation S-X under the headings “Unaudited Pro Forma Financial
Information,” beginning on page 51, and “Index to Unaudited Financial Statements of Cold-EEZE® Business
Division,” beginning on page 62.
Securities
and Exchange Commission
February 24, 2017
Page
2
Proposal
No. 1 – Sale of the Acquired Assets
Background
of the Sale of the Acquired Assets, page 25
3. Please
revise your background discussion to provide further detail regarding the bids you received
from the four potential acquirers referenced in the first paragraph on page 26 as well
as the reasons why you did not pursue them. Additionally, please disclose the basis for
your conclusion that the Mylan bid was more favorable than the other bids you received
and that a transaction with Mylan was more likely to be consummated.
We
acknowledge the Staff’s comment and respectfully advise the Staff that the Amended Preliminary Proxy Statement includes
additional detail beginning on page 25 under the heading “Background of the Sale of the Acquired Assets” regarding
the bids received from the four potential acquirers referenced in the Amended Preliminary Proxy Statement as well as the reasons
why the Company did not pursue certain of them. The Amended Preliminary Proxy Statement also describes the basis for the Company’s
conclusion that the Mylan bid was more favorable than the other bids the Company received and that a transaction with Mylan was
more likely to be consummated than a transaction with any of the other bidders.
Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0393.
Sincerely,
/s/
Aron Izower
Aron Izower
Reed Smith LLP
cc:
Ted
Karkus
Chairman
and CEO of ProPhase Labs, Inc.