ProPhase Labs to acquire Stella Diagnostics' BE-Smart esophageal cancer test for approx $4.5M

ProPhase Labs, Inc.

Total consideration ~$4.5M ($3.5M cash + 100k shares of PRPH common stock); up to $2M additional PRPH shares upon commercial milestone.
BE-Smart test showed >99% sensitivity/specificity on >200 human samples; aims for commercialization within 18 months.
Target market: Barrett's esophagus affects 3-6M US patients; potential reimbursement $1,000–$3,000 per test.
Transaction expected to close early January 2023, subject to Stella shareholder approval.
Stella to receive 5% royalty on adjusted gross margin from commercialized IP.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ProPhase Labs, Inc. entered into Asset Purchase Agreement with Stella Diagnostics Inc. and Stella DX, LLC valued at $3,486,000 in cash (effective 2022-12-15).

Action: entry
Agreement: asset purchase
Counterparty: Stella Diagnostics Inc. and Stella DX, LLC
Value: $3,486,000 in cash
Effective: 2022-12-15

Exact text from the filing

On December 15, 2022, ProPhase Labs, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”), by and among the Company and Stella Diagnostics Inc. (“Stella”) and Stella DX, LLC (“Stella DX” and, together with Stella, the “Sellers”), pursuant to which the Company will purchase all of the assets, rights and interests of the Sellers and their affiliates pertaining to the Sellers’ BE-Smart Esophageal Pre-Cancer diagnostic screening test and certain clinical assets, including all intellectual property rights (the “Purchased Assets”).

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ProPhase Labs, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-22-035948

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