ProPhase Labs, Inc. (NasdaqCM:PRPH) entered into an asset purchase agreement to acquire World-wide exclusive rights to Stella's BE-Smart Esophageal Pre-Cancer diagnostic screening test from Stella Diagnostics Inc. (OTCPK:SLDX) for $4.5 million on December 15, 2022. As consideration for the Purchased Assets, ProPhase Labs, Inc. will (i) pay to the Stella Diagnostics Inc. $3.486 million in cash, minus (a) the Secured Note Amount, if any, (b) the Liability Payoff Amount and (c) the Promissory Note Payoff Amounts and (ii) issue to Stella DX 0.1 million shares of common stock, par value $0.0005 per share, of ProPhase Labs, Inc. Under the terms of the agreement, an additional $2 million of ProPhase Labs common stock may be issued to Stella in the future upon the achievement of a revenue-based commercial milestone within the five-year period following the closing. The transaction is subject to customary closing conditions, including the receipt of all required approvals, consents and waivers, including the requisite approval by the stockholders of Stella and is expected to close in early January 2023. ThinkEquity acted as advisor to ProPhase Labs in the transaction. Reed Smith LLP acted as legal advisor to ProPhase Labs. Thompson Hine LLP acted as legal advisor to Stella Diagnostics in the transaction.

ProPhase Labs, Inc. (NasdaqCM:PRPH) acquired World-wide exclusive rights to Stella's BE-Smart Esophageal Pre-Cancer diagnostic screening test from Stella Diagnostics Inc. (OTCPK:SLDX) for $4.6 million on January 5, 2023.