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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ProPhase Labs Inc | NASDAQ:PRPH | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.42 | 9.11% | 5.03 | 4.91 | 5.03 | 5.03 | 4.58 | 4.58 | 20,252 | 18:51:54 |
Item 1.
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Security and Issuer
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This Schedule 13D relates to common stock, par value $0.0005 per share (the “Common Stock”) of ProPhase Labs, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 621 N. Shady Retreat Road, Doylestown, PA, United States.
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Item 2.
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Identity and Background
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(a)
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This statement is being filed by BML Investment Partners, L.P., a Delaware limited partnership. BML Capital Management,LLC, an Indiana limited liability company, is the general partner to BML Investment Partners, L.P. Braden M. Leonard is the sole managing member of the general partner
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(b)
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BML Investment Partners, L.P. - The business address of BML Investment Partners, L.P., is 65 E Cedar – Suite 2, Zionsville, IN 46077.
BML Capital Management, LLC. - The business address of BML Capital Management, LLC, is 65 E Cedar – Suite 2, Zionsville, IN 46077. Braden M. Leonard - Mr. Leonard’s business address is 65 E Cedar – Suite 2, Zionsville, IN 46077. |
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(c)
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BML Investment Partners, L.P. - The principal business of BML Investment Partners, L.P. is to purchase, sell, trade and invest in securities.
BML Capital Management, LLC. - The principal business of BML Capital Management, LLC is to serve as the general partner to BML Investment Partners, L.P. Braden M. Leonard - Mr. Leonard’s principal business is to serve as managing member of BML Capital Management, LLC. |
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(d)
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During the past five years, none of BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
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(e)
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During the past five years, none of BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
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(f)
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Braden M. Leonard is a citizen of the United States of America.
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Item 3.
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Source
and Amount of Funds or Other Consideration
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BML Investment Partners, L.P. holds 2,322,627 shares of Common Stock which were acquired using working capital for a total purchase price (including commissions) of approximately $3,574,760.
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Item 4.
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Purpose
of Transaction
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BML Investment Partners, L.P. (the "Reporting Person") acquired the Common Stock beneficially owned by the Reporting Person in the ordinary course of purchasing, selling and investing in securities.
On January 9, 2017 ProPhase Labs, Inc. (the Company) announced an agreement to sell the Cold-EEZE brand to Mylan for $50 million. The Reporting Person believes that the price for the Cold-EEZE brand is fair and that the Board and management did a good job of monetizing the Company’s main asset. However, the Reporting Person has concerns over the structure of the announced deal. Specifically, the Reporting Person has concerns that minority owners will not receive fair value for the assets that the Company is selling. Simply stated, the Reporting Person is concerned that the $50 million received will not flow through to shareholders. Alternatively, if the entire Company had been sold for $50 million, which would include additional valuable assets such as an owned FDA approved manufacturing facility, owned headquarters building, and dietary supplement products, shareholders would receive $2.92 per share. This is nearly 40% more than the closing share price on January 10, 2017, the day AFTER the transaction was announced. Absent a formal agreement to provide liquidity to minority holders, or a change in the structure of the deal, the Reporting Person is concerned that minority holders will be left with an illiquid stock representing ownership of a money-losing business. The Reporting Person will review all options and analyze the forthcoming Proxy statement before deciding how to vote its shares. All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Person were acquired for investment purposes. Except as set forth herein, the Reporting Person does not have any plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D. The Reporting Person reserves the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Person, market conditions or other factors. |
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(a)
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None
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(b)
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None
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(c)
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None
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(d)
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None
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(e)
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None
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(f)
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None
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(g)
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None
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(h)
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None
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(i)
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None
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(j)
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None
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Item 5.
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Interest
in Securities of the Issuer
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(a)
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As of January 11, 2017, BML Investment Partners, L.P., beneficially owned 2,322,327 shares of the Issuer's Common Stock.
As of January 11, 2017, Braden M. Leonard, beneficially owned 2,322,327 shares of the Issuer's Common Stock. As of January 11, 2017, BML Investment Partners, L.P., beneficially owned 13.6% of the Issuer's Common Stock. As of January 11, 2017, Braden M. Leonard, beneficially owned 13.6% of the Issuer's Common Stock. |
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(b)
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BML Investment Partners, L.P. has sole voting power over 0 shares, sole dispositive power over 0 shares, shared voting power over 2,322,627 shares and shared dispositive power over 2,322,627 shares.
Braden M. Leonard has sole voting power over 0 shares, sole dispositive power over 0 shares, shared voting power over 2,322,627 shares and shared dispositive power over 2,322,627 shares. |
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(c)
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None
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Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
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(d)
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None
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(e)
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Not Applicable
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Item 6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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None
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Item 7.
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Material
to Be Filed as Exhibits
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None
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BML Investment Partners, L.P., a Delaware limited partnership By: BML Capital Management, LLC, its general partner and an Indiana limited liability company
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January 11, 2017
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By:
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/s/
Braden M. Leonard
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Managing Member
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January 11, 2017
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By:
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/s/
Braden M. Leonard
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Braden M. Leonard
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1 Year ProPhase Labs Chart |
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