1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
BML Investment Partners, L.P. (1) | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
2,322,627 (1) | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
2,322,627 (1) | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2,322,627 (1) | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
14.6 (2)%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
PN | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Braden M. Leonard (1) | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
2,322,627 (1) | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
2,322,627 (1) | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2,322,627 (1) | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
14.6 (2)%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IN | |||||
Item 1. | Security and Issuer |
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. |
Item 2. | Identity and Background |
(a) | 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 |
(b) | 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. |
(c) | 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. |
(d) | 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. |
(e) | 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. |
(f) | Braden M. Leonard is a citizen of the United States of America. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
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. |
Item 4. |
Purpose
of Transaction
|
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 March 3, 2015 the Reporting Person sent a letter via email to the Chairman of the Board & Chief Executive Officer of the issuer, directed to the Board of Directors detailing concerns the Reporting Person has relating to (a) the level and structure of management compensation, (b) severance packages, (c) share issuance, and (d) the Amended and Restated Rights Agreement dated June 18, 2014. The letter is attached as exhibit 1. 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. |
(a) | None |
(b) | None |
(c) | None |
(d) | None |
(e) | None |
(f) | None |
(g) | None |
(h) | None |
(i) | None |
(j) | None |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | As of March 3, 2015, BML Investment Partners, L.P., beneficially owned 2,322,327 shares of the Issuer's Common Stock.
As of March 3, 2015, Braden M. Leonard, beneficially owned 2,322,327 shares of the Issuer's Common Stock. As of March 3, 2015, BML Investment Partners, L.P., beneficially owned 14.6% of the Issuer's Common Stock. As of March 3, 2015, Braden M. Leonard, beneficially owned 14.6% of the Issuer's Common Stock. |
(b) | 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. |
(c) | None |
Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
(d) | None |
(e) | Not Applicable |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
None |
Item 7. |
Material
to Be Filed as Exhibits
|
None |
BML Investment Partners, L.P., a Delaware limited partnership By: BML Capital Management, LLC, its general partner and an Indiana limited liability company | |||
March 09, 2015 | By: |
/s/
Braden M. Leonard | |
Managing Member | |||
March 09, 2015 | By: |
/s/
Braden M. Leonard | |
Braden M. Leonard | |||
BML Capital Management, LLC
|
65 E Cedar – Suite 2
Zionsville, IN 46077
info@bmlcapital.com
|
1- | It could sell the company to a strategic buyer, as PRPH is simply too small and unprofitable to remain an independent publically-traded company in its current form. On the other hand, this business would be extremely profitable for a strategic buyer, as I believe nearly all of today’s corporate expenses would disappear. |
2- | It could attempt to expand into new categories and introduce new products that, if successful, would allow the current infrastructure to be leveraged by new revenue streams. |
BML Capital Management, LLC
|
65 E Cedar – Suite 2
Zionsville, IN 46077
info@bmlcapital.com
|
BML Capital Management, LLC
|
65 E Cedar – Suite 2
Zionsville, IN 46077
info@bmlcapital.com
|
BML Capital Management, LLC
|
65 E Cedar – Suite 2
Zionsville, IN 46077
info@bmlcapital.com
|
BML Capital Management, LLC
|
65 E Cedar – Suite 2
Zionsville, IN 46077
info@bmlcapital.com
|
Ticker
|
Company Name
|
Sector
|
Industry
|
Sales (Millions $)
|
FY end Date
|
Proxy
date
|
Number of Named Offficers
|
CAW
|
CCA Industries, Inc.
|
Consumer Goods
|
Personal Products
|
39
|
Nov-13
|
Jun-14
|
3
|
CYAN
|
Cyanotech Corporation
|
Healthcare
|
Biotechnology
|
29
|
Mar-14
|
Jul-14
|
3
|
DSKX
|
DS Healthcare Group, Inc.
|
Consumer Goods
|
Personal Products
|
14
|
Dec-13
|
Dec-14
|
2
|
FTLF
|
FITLIFE BRANDS INC.
|
healthcare/consumer goods
|
|
20
|
Dec-13
|
May-14
|
2
|
IFIT
|
ISATORI INC
|
Services
|
Security & Protection Services
|
11
|
Dec-13
|
Aug-14
|
2
|
NAII
|
Natural Alternatives International
|
Healthcare
|
Drug Related Products
|
74
|
Jun-14
|
Oct-14
|
2
|
PRPH
|
ProPhase Labs, Inc.
|
Healthcare
|
Drug Related Products
|
25
|
Dec-13
|
Apr-14
|
2
|
RBCL
|
RBC LIFE SCIENCES
|
Healthcare
|
Drug Related Products
|
26
|
Dec-13
|
Apr-14
|
3
|
RELV
|
Reliv' International, Inc.
|
Healthcare
|
Biotechnology
|
68
|
Dec-13
|
Apr-14
|
3
|
RIBT
|
RiceBran Technologies
|
Consumer Goods
|
Food - Major Diversified
|
35
|
Dec-13
|
Jul-14
|
3
|
SLGD
|
SCOTTS LIQUID GOLD INC
|
Consumer Goods
|
Personal Products
|
19
|
Dec-13
|
Apr-14
|
3
|
UG
|
United-Guardian
|
Consumer Goods
|
Personal Products
|
15
|
Dec-13
|
Apr-14
|
3
|
GLDC
|
Golden Enterprises, Inc.
|
Consumer Goods
|
Processed & Packaged Goods
|
136
|
May-14
|
Aug-14
|
4
|
Source: Company Reports |
Ticker
|
Highest Paid Officer
|
Salary ($1000's)
|
Bonus ($1000's)
|
Stock Awards ($1000's)
|
Options ($1000's)
|
Other ($1000's)
|
Total ($1000's)
|
Salary % sales
|
Total Comp %
of sales
|
CAW
|
Richard Kornhauser/David Edell
|
59
|
758
|
817
|
0.2%
|
2.1%
|
|||
CYAN
|
Brent Bailey
|
320
|
|
|
230
|
91
|
641
|
1.1%
|
2.2%
|
DSKX
|
Daniel Khesin CEO/CFO
|
170
|
170
|
1.2%
|
1.2%
|
||||
FTLF
|
John Wilson
|
269
|
|
|
|
16
|
285
|
1.4%
|
1.4%
|
IFIT
|
Stephen Adele CEO and Pres
|
225
|
8
|
233
|
2.1%
|
2.2%
|
|||
NAII
|
Mark A. LeDoux CEO
|
315
|
|
139
|
|
52
|
506
|
0.4%
|
0.7%
|
PRPH
|
Ted Karkus CEO and Chair
|
675
|
100
|
83
|
55
|
45
|
958
|
2.7%
|
3.8%
|
RBCL
|
Clinton H Howard CEO and Chair
|
325
|
|
|
|
14
|
339
|
1.3%
|
1.3%
|
RELV
|
Robert Montgomery CEO & Chair
|
643
|
11
|
9
|
72
|
735
|
0.9%
|
1.1%
|
|
RIBT
|
W. John Short Pres & CEO
|
375
|
426
|
|
|
56
|
858
|
1.1%
|
2.4%
|
SLGD
|
Mark Goldstein Chair, Pres, and CEO
|
342
|
61
|
42
|
445
|
1.8%
|
2.3%
|
||
UG
|
Kenneth Globus CEO and Chair
|
259
|
114
|
|
|
27
|
400
|
1.7%
|
2.6%
|
GLDC
|
Mark McCutcheon Pres, CEO
|
325
|
27
|
|
|
147
|
499
|
0.2%
|
0.4%
|
Average
|
|
|
|
|
|
|
|
1.2%
|
1.8%
|
Source: Company Proxies |