Prophase Labs Inc SEC Filings

ProPhase Labs, Inc. notified the SEC it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 because completion of its year-end financial reporting and the Annual Report on Form 10-K (audit for the year ended December 31, 2025) remains in process. The company states it is working with its independent auditors and will file the Form 10-Q following completion of the 2025 audit. The notice was signed by Ted Karkus on May 15, 2026. The filing confirms the Annual Report on Form 10-K for the year ended December 31, 2025 has not been filed.

ProPhase Labs, Inc. notified the SEC that it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company attributes the delay to additional time needed to complete its year-end financial reporting, including the income tax provision and ongoing audit procedures by its independent registered public accounting firm. The company states it is working with auditors and expects to file within the fifteen-day extension period permitted under Rule 12b-25. The notification is signed by Ted Karkus, Chairman and CEO, dated March 27, 2026.

ProPhase Labs has started exploring a potential sale or strategic partnership for BE-Smart™, its clinically validated esophageal cancer risk stratification test. BE-Smart™ is a CLIA-certified, CAP-accredited laboratory-developed test that the company says is ready for commercialization under the current LDT framework.

The company has begun outreach to more than 70 potential acquirers to gauge interest in a transaction. It also reported a positive update on efforts to collect legacy COVID-19 testing receivables through its Crown Medical Collections initiative, noting that over 60% of aggregate claims involve commercial payors that partially reimbursed claims, a category typically linked to higher recovery rates and more favorable settlement dynamics.

ProPhase Labs, Inc. filed a current report to highlight an investor-focused communication event. On February 2, 2026, the company issued a press release inviting investors to a webinar scheduled for February 3, 2026 at 4:15 p.m. Eastern Time.

The webinar was intended to provide insight into ProPhase’s portfolio of high-growth healthcare assets and included a live question-and-answer session with attendees. The press release containing additional details about the event is furnished as Exhibit 1.1 to the report.

ProPhase Labs, Inc. filed a current report to share that it has issued a new press release about its efforts to recover legacy COVID-19 testing receivables. The update focuses on the Company’s Crown Medical Collections initiative, which is working on amounts owed to its laboratory subsidiaries that are currently in Chapter 11 proceedings. The press release, dated January 26, 2026, is attached as an exhibit to the report, providing more detail on the operational progress of this collection effort.

ProPhase Labs, Inc. filed a current report to inform shareholders that its common stock has been approved for trading and uplisted from the Pink Sheets to the OTCID Market. This change was announced in a press release dated January 22, 2026, which is included as an exhibit.

The move from the Pink Sheets to the OTCID Market reflects a change in the trading venue for the company’s common stock under the symbol PRPH.

ProPhase Labs, Inc. entered into a Stock Purchase Agreement with Generating Alpha Ltd., giving the company the right to draw up to $10,000,000 of equity capital over time at its own election. The agreement creates an equity line facility, meaning ProPhase can choose if and when to sell shares of its common stock to the investor, with no obligation to use the facility.

As a commitment fee for establishing this facility, ProPhase issued 549,105 shares of common stock and a prefunded common stock purchase warrant to acquire up to 240,369 shares, with an exercise price of $0.00 per share on a cashless basis, subject to customary ownership limits. The securities were issued in a private transaction relying on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D.

ProPhase Labs, Inc. is having its common stock removed from listing and registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq has certified that it has complied with its own rules to strike this class of securities from listing and registration, and that the issuer has complied with applicable exchange rules and regulatory requirements for voluntary withdrawal. The notification is signed on behalf of Nasdaq by a hearings advisor, confirming the exchange’s belief that it meets all requirements to file Form 25.

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.