Welcome to our dedicated page for Prophase Labs SEC filings (Ticker: PRPH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The ProPhase Labs, Inc. (PRPH) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI-powered summaries to help interpret complex documents. ProPhase is a biotech, genomics, and consumer health company, and its filings offer detailed information on diagnostics programs, genomics initiatives, consumer products, financing arrangements, and governance matters.
Investors can review current and periodic reports such as Forms 10-K and 10-Q (when available) for discussions of business operations, risk factors, and financial statements. Form 8-K filings are particularly active for PRPH and capture material events including the 1-for-10 reverse stock split approved and implemented in late 2025, at-the-market equity sales agreements, senior secured convertible notes and warrants described in the S-1 registration statement, and updates on legal matters and lease forbearance arrangements. Our AI tools highlight the key points in these filings, such as the rationale for the reverse split, the structure of financing instruments, and the implications of special meeting votes.
For those analyzing capital structure and dilution, the S-1 registration statement filed in October 2025 details the terms of senior secured convertible notes, associated warrants, and registration rights for resale of common stock. AI summaries can help clarify conversion mechanics, floor price concepts, warrant terms, and potential issuance scenarios, without requiring readers to parse every technical clause.
This page also surfaces proxy materials like the definitive proxy statement for the November 2025 special meeting, where stockholders voted on digital asset charter amendments, digital treasury shares, tokenized issuance authority, and stock split and share authorization proposals. Our AI analysis can outline what each proposal authorizes and how it may affect governance, treasury strategy, and future capital actions.
As new filings are posted to EDGAR, they are updated here in near real time. Users can quickly locate 8-Ks on financial results, legal proceedings, or strategic LOIs, as well as registration statements and other key documents. The combination of official SEC text and AI-generated explanations helps investors, analysts, and researchers understand how ProPhase’s diagnostics, genomics, consumer health businesses, and financing activities are reflected in its regulatory record.
ProPhase Labs, Inc. reported on recent volatility in its common stock and explained several technical factors affecting its capital structure. The company highlighted accelerated conversion and resale of its convertible debt, a 1-for-10 reverse stock split effective December 5, 2025, and its transition from the Nasdaq Capital Market to trading on the OTC market effective January 5, 2026, following a Nasdaq delisting that may reduce liquidity and institutional interest.
More than $3,300,000 of convertible debt principal has been converted out of approximately $3,800,000 originally outstanding, reducing debt and increasing stockholders’ equity, but adding a substantial number of shares to the public market. Management stated that most conversion activity is complete, with less than $500,000 principal remaining, and noted that recent conversions were at a floor conversion price of $0.76 per share. The company emphasized that these mechanics have not changed the intrinsic value of its operating subsidiaries and that it remains focused on stabilizing its capital structure, completing near-term financing initiatives, and advancing its core businesses.
ProPhase Labs, Inc. reported that Board member Warren Hirsch resigned from the Board of Directors effective immediately on January 5, 2026. The company states that Mr. Hirsch’s resignation was not due to any disagreement with ProPhase Labs regarding its operations, policies, or practices, indicating an orderly and non-contentious departure. The Board and the company expressed appreciation for his service and contributions during his tenure.
ProPhase Labs, Inc. is implementing a 1-for-10 reverse stock split of its common stock. Stockholders approved the amendment to the Certificate of Incorporation and the Board of Directors authorized it, with a Certificate of Amendment filed in Delaware on December 2, 2025. The reverse split is intended to increase the trading price of the stock to meet continued Nasdaq listing requirements and becomes effective at 8:00 a.m. Eastern Time on December 22, 2025.
At that time, every 10 shares of common stock will automatically be combined into 1 share. No fractional shares will be issued; instead, any fractional amount will be rounded up so each affected holder receives one whole share. The reverse split applies uniformly, does not change the par value or authorized share count, and is not designed to alter relative ownership percentages aside from rounding. Following the effective date, the company expects to have approximately 5,768,951 shares outstanding, with proportionate adjustments to equity awards, warrants and other convertible securities.
ProPhase Labs, Inc. is implementing a 1-for-10 reverse stock split of its common stock to increase the per-share trading price and meet continued Nasdaq listing requirements. The split, previously approved by stockholders on November 24, 2025 and by the board on November 30, 2025, follows a Certificate of Amendment filed in Delaware on December 2, 2025 and becomes effective at 8:00 a.m. Eastern Time on December 22, 2025.
At the effective time, every 10 shares will combine into 1 share, with fractional positions rounded up so affected holders receive a whole share. The company expects to have approximately 5,768,951 shares of common stock issued and outstanding after the reverse split. The action applies uniformly to all stockholders and does not change the par value, authorized share count, or rights of the common stock, and related equity awards, warrants and other convertible securities will be adjusted proportionately while trading continues on Nasdaq under the PRPH symbol.
ProPhase Labs, Inc. implemented a reverse stock split of its common stock at a ratio of one share for every ten shares outstanding, effective December 2, 2025. The move is intended to increase the per-share trading price to meet continued listing requirements for the Nasdaq Capital Market.
As a result of the reverse split, every ten pre-split shares were automatically combined into one post-split share, with no change to the $0.0005 par value. Fractional share positions were rounded up to the nearest whole share, and no fractional shares were issued. Following the effective date, the company has approximately 5,768,951 shares of common stock issued and outstanding, and the stock continues to trade under the symbol PRPH.
ProPhase Labs, Inc. reported that stockholders approved all six proposals presented at a Special Meeting held on November 24, 2025. The meeting had a strong quorum, with 29,829,274 shares represented out of 43,979,017 shares of common stock outstanding as of the record date.
Stockholders approved clarifying that the Company may acquire digital assets, creating a new class of digital treasury shares, and authorizing the potential issuance of digital tokens. They also approved authority to effect one or more reverse or forward stock splits, a conditional amendment to increase authorized common stock, and the ability to adjourn the meeting if needed.
Proposal 4, covering reverse or forward stock splits, received 27,961,611 votes in favor out of 43,979,017 outstanding shares, approximately 63.57%, which satisfies the Delaware law requirement for charter amendments.
ProPhase Labs, Inc. reports that a previously sealed civil qui tam action in federal court has been unsealed, and the company only became aware of it upon receiving the unsealed filing on November 21, 2025. The order unsealing the case notes that the United States and the plaintiff states of New York and New Jersey have to date declined to intervene, and the company has not yet been served with the complaint or received any inquiries from government agencies. ProPhase states it categorically denies any wrongdoing, emphasizes its regulatory and quality standards, and intends to vigorously defend the matter once formally served. The company adds that prior private disputes with the same individual relator were separately settled and dismissed with prejudice in April 2024, and it does not currently expect this unsealed matter to have a material impact on its operations, which it says are continuing without interruption.
ProPhase Labs, Inc. reported that on November 21, 2025 it received written confirmation from Avtech Capital, LLC to continue forbearance under an existing equipment lease. The updated schedule calls for weekly payments beginning November 28, 2025 until all past-due amounts are current, after which the original monthly payment terms under a February 25, 2025 forbearance arrangement will resume.
The company also disclosed that a judgment related to the Avtech equipment lease was entered in Utah on November 5, 2025 and first received by the company on November 19, 2025. ProPhase states this matter is limited to the lease arrangement and does not affect its operations, liquidity, or financial reporting. The most recent Form 10-Q already included required accruals, no restatement is needed, and the company expects to bring the lease current under the updated schedule while continuing to manage contracts in the ordinary course.
ProPhase Labs, Inc. reported continued operating losses in its quarter ended September 30, 2025 while restructuring its diagnostics business and advancing key biotech assets. Quarterly revenue fell to $883,000 from $1.4 million a year earlier, and the company posted a net loss of $6.8 million versus a $6.6 million loss in the prior-year quarter. For the first nine months, revenue was $3.6 million and net loss narrowed to $7.3 million from $19.0 million, helped by an $8.7 million gain on disposal of discontinued operations.
The company deconsolidated its COVID-19 testing labs, which ceased testing in May 2025 and filed for Chapter 11 in September 2025, and now carries a $43.7 million investment in unconsolidated affiliates. Liquidity remains tight with $405,000 in cash, $58.8 million in total liabilities and $6.9 million of equity, supported by multiple high-cost loans and $3.8 million of July 2025 secured convertible notes. ProPhase continues to invest in its genomics and biopharma platforms, highlighted by a successful validation study and a newly issued U.S. patent for its BE-Smart esophageal pre-cancer diagnostic test, with commercialization steps planned in 2026.
ProPhase Labs, Inc. filed an 8-K reporting that it issued a press release announcing its financial results for the third quarter ended September 30, 2025. The company is also hosting a conference call on November 19, 2025 at 2:00 p.m. Eastern Time to discuss these results and provide an update on corporate developments. The filing includes forward-looking statements, notably about ProPhase Labs’ ability to regain compliance with Nasdaq listing standards or obtain additional time to do so, highlighting ongoing attention to its exchange compliance status.
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