ProPhase Establishes 2.5 Million Share Equity Line

ProPhase Establishes 2.5 Million Share Equity Line 
DOYLESTOWN, PA -- (Marketwire) -- 11/27/12 --  ProPhase Labs, Inc.
(NASDAQ: PRPH) ( announced today that on
November 26, 2012, it entered into an Investment Agreement (the
"Investment Agreement") with Dutchess Opportunity Fund, II, LP, a
Delaware limited partnership ("Dutchess"). Pursuant to the Investment
Agreement, Dutchess committed to purchase, subject to certain
restrictions and conditions, up to 2,500,000 shares of the Company's
common stock, over a period of 36 months from the first trading day
following the effectiveness of the registration statement registering
the resale of shares purchased by Dutchess pursuant to the Investment
The Company may in its discretion draw on the facility from time to
time, as and when the Company determines appropriate in accordance
with the terms and conditions of the Investment Agreement. The
maximum number of shares that the Company is entitled to put to
Dutchess in any one draw down notice is the greater of: (i) 500% of
the average daily volume of the Company's common stock traded on the
NASDAQ Global Market for the one (1) trading day prior to the date of
delivery of the applicable draw down notice, multiplied by the
closing price for such trading day, or (ii) $250,000. Additional
details are available in the Company's SEC filing on Form 8-K. 
Ted Karkus, Chairman and Chief Executive Officer of the Company,
stated: "The availability of this equity line enables the Company to
raise capital as needed in a highly efficient manner and without
incurring any debt. As previously reported, the Company's balance
sheet reflects Shareholder's Equity at a level slightly below the
level required to maintain our current NASDAQ listing. The
combination of ongoing litigation expenses, new product development,
enhanced marketing and brand building activities, and other corporate
projects makes clear that setting up this equity line is prudent.
There are no options, warrants or convertible debt associated with
the equity line. We will seek to use the equity line, to the extent
needed, at such times as are appropriate in view of market and other
About ProPhase Labs
 ProPhase Labs is a diversified natural health
medical science company. It is a leading marketer of the Cold-EEZE(R)
Cold Remedy brand as well as other cold relief products. Cold-EEZE(R)
zinc gluconate lozenges are clinically proven to significantly reduce
the severity and duration of the common cold. Cold-EEZE(R) customers
include leading national retailers, chain food, drug and mass
merchandise stores, wholesalers and distributors, as well as
independent pharmacies. ProPhase Labs has several wholly owned
subsidiaries including a manufacturing unit, which consists of an FDA
registered facility to manufacture Cold-EEZE(R) lozenges and fulfill
other contract manufacturing opportunities. ProPhase also owns 50% of
Phusion Laboratories, LLC ("Phusion"). Phusion licenses a
revolutionary proprietary technology that has the potential to
improve the delivery and/or efficacy of many active ingredients or
compounds. Phusion will formulate and test products to exploit market
opportunities within ProPhase's robust over-the-counter distribution
channels. For more information visit us at 
Forward Looking Information
 Except for the historical information
contained herein, this document contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. These statements involve a number of risks and uncertainties,
including the difficulty of the acceptance and demand for our
products, the impact of competitive products and pricing, the timely
development and launch of new products, and the risk factors listed
from time to time in our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and any subsequent SEC filings.  
Press Only Contact
Jenny Miranda 
5W Public Relations
Tel: (212) 584-4295 
Investor Contact
Ted Karkus
Chairman and CEO
ProPhase Labs, Inc.
(215) 345-0919 x 0 
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