Prophase Labs Inc SEC Filings

ProPhase Labs (PRPH) called a Special Meeting to approve six proposals that would reposition its capital structure and enable a digital-asset strategy. The Board seeks: (1) a charter amendment expressly permitting the Company to acquire, hold, exchange, and manage digital assets and blockchain-based instruments; (2) creation of a new non‑voting class of “Digital Treasury Shares” to represent fractional or tokenized interests in on‑chain assets; (3) authorization to issue digital tokens or tokenized securities representing up to 4.99% of outstanding equity for financing, compensation, partnerships, or treasury operations, all in compliance with securities laws.

Proposal 4 requests authority for a reverse or forward stock split in a range of 1‑for‑2 to 1‑for‑10, at the Board’s discretion, to support compliance with Nasdaq’s minimum bid‑price rule and broader strategic objectives. Proposal 5 would conditionally increase authorized common stock solely to satisfy existing contractual or derivative‑security obligations from prior financings. Proposal 6 permits adjournment to solicit additional proxies if needed. As context, shares outstanding were 41,879,017 as of April 29, 2025; this is a baseline figure, not the amount being offered.

ProPhase Labs (PRPH) filed a Form S-1 to register up to 226,310,704 shares of common stock for resale by selling stockholders. The registered shares comprise up to 205,310,704 issuable upon conversion of senior secured convertible notes and up to 21,000,000 issuable upon exercise of warrants, in each case issued under July 22, 2025 transaction documents.

The company is not selling any securities in this prospectus and will receive no proceeds from resales. It may receive cash only if warrants are exercised. ProPhase previously received approximately $2,751,343.20 in net proceeds from the private placement of the notes and warrants. The notes bear 10% interest, mature on July 22, 2026, and become convertible after four months at the lower of 80% of the lowest 10‑day VWAP or $1.25 per share, subject to a floor price. Warrants are exercisable at $0.50 per share through July 22, 2030.

Beneficial ownership is capped at 4.99% (or 9.99% on 61 days’ notice). Stockholders approved issuances above the 19.99% Nasdaq cap on September 9, 2025. Shares outstanding were 41,541,205 as of October 20, 2025. PRPH last traded at $0.529 on October 20, 2025. The filing warns that significant resales could increase volatility and pressure the stock price.

ProPhase Labs (PRPH) called a Special Meeting for November 24, 2025 to seek stockholder approvals that align its capital structure and governance with a potential digital‑asset strategy and Nasdaq listing needs. The Board recommends voting FOR all six proposals.

Key items include: a charter amendment to explicitly permit managing digital assets; creation of a new non‑voting class of Digital Treasury Shares; authorization to issue digital tokens or tokenized securities up to 4.99% of outstanding equity; and authority for the Board to effect one or more reverse or forward stock splits between 1‑for‑2 and 1‑for‑10 to help maintain Nasdaq compliance. The agenda also seeks a conditional increase in authorized common stock to satisfy obligations under existing financing instruments and the ability to adjourn the meeting to solicit additional proxies if needed. The record date is October 20, 2025, and each share has one vote.

ProPhase Labs (PRPH) entered into an At‑the‑Market (ATM) Sales Agreement with WestPark Capital, allowing the company to offer and sell shares of its common stock from time to time through WestPark as sales agent. Sales, if any, will be made under ProPhase’s effective Form S‑3 (File No. 333-283182), declared effective on November 20, 2024, including through the Nasdaq Capital Market, as “at the market offerings” under Rule 415. The agent will receive 3.0% of gross proceeds from any share sales and reimbursement of certain expenses.

The agreement includes customary representations, warranties, indemnification and contribution provisions. ProPhase is not obligated to sell shares, may suspend sales, and either party may terminate the agreement upon notice.

ProPhase Labs (PRPH) launched an at-the-market (ATM) offering of up to $4,265,221 of common stock through WestPark Capital under a Sales Agreement. WestPark will act as sales agent or principal with a 3.0% commission, and sales may occur from time to time on Nasdaq. The company may also issue, sell, or pledge shares as collateral for loan or credit facilities, which will count toward the same aggregate cap.

The company affirms “baby shelf” eligibility: public float was $23,330,689 based on 38,884,482 non‑affiliate shares at $0.60 (October 6, 2025), and it has sold $3,277,563 of securities in the prior 12 months, allowing up to $4,265,221 under General Instruction I.B.6. Use of proceeds includes working capital, product development and commercialization, acquisitions, debt repayment, and potential exploration of a crypto treasury strategy; up to 25% of ATM net cash proceeds may be applied to July 2025 private placement Notes if required by the lead investor.

Shares outstanding were 41,541,205 as of October 6, 2025. The prospectus illustrates up to 48,987,772 shares after the offering, assuming 7,108,701 shares sold at $0.60 per share; actual issuance will vary with sale prices and any collateral arrangements.

ProPhase Labs director and CEO & Chairman Ted Karkus was issued a warrant to purchase 500,000 shares of ProPhase Labs common stock as of 09/09/2025. The warrant has a $0.60 exercise price, a five-year term expiring 09/09/2030, and was issued as consideration tied to a related-party loan dated 06/22/2025. Issuance occurred only after shareholders approved increasing authorized common shares from 50,000,000 to 1,000,000,000 on 09/09/2025. The transaction is reported on Form 4 and the warrant details are described in the company’s Current Report on Form 8-K/A filed 06/26/2025.