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.
ProPhase Labs, Inc. filings document material events, capital-structure changes, listing status, and operating updates for an OTC-traded life sciences, diagnostics, genomics and consumer health company. Form 8-K disclosures cover the BE-Smart™ esophageal cancer risk stratification test, Crown Medical Collections activity involving legacy COVID-19 testing receivables, shareholder communications, and updates on underlying assets.
The company’s SEC record also includes disclosures on common stock listed for OTC trading under PRPH, a Nasdaq Form 25 delisting notice, a reverse stock split, convertible debt conversions, an equity line stock purchase agreement, related warrant issuance, and unregistered equity sales. Periodic-reporting records include an NT 10-K notice tied to the year-end financial reporting process.
ProPhase Labs, Inc. (PRPH) reports very strained finances for the quarter ended June 30, 2026 and states that there is substantial doubt about its ability to continue as a going concern. Cash and cash equivalents were only $20 thousand, against total current liabilities of $58.1 million, resulting in a significant working capital deficit and a stockholders’ deficit of $3.1 million.
Revenue from continuing operations was $1.0 million for the quarter and $2.2 million for the first six months of 2026, with a six‑month net loss from continuing operations of $8.2 million. Operating cash outflow from continuing operations improved to $0.8 million versus $4.2 million a year earlier, helped by non‑cash charges and working capital changes.
The company relies heavily on short‑term, high‑cost debt, convertible notes with variable‑price conversion features, and multiple “future receipts” financings, many with original issue discounts, fees and embedded derivatives recorded as derivative liabilities. It also entered an up to $10 million equity line and an ATM program but raised only modest equity in the period. Three diagnostics subsidiaries filed for Chapter 11 in 2025 as part of a strategy to pursue unpaid COVID‑19 testing claims, while ProPhase continues to focus on genomics (Nebula, DNA Complete), drug and supplement licensing (Equivir, Linebacker) and the BE‑Smart esophageal pre‑cancer test.
ProPhase Labs, Inc. filed a notification that it will not be able to timely file its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026. The company states the delay is primarily due to additional time required to complete review procedures by its independent registered public accounting firm.
The company indicates it is working diligently with its auditors to finalize the financial statements and related disclosures and expects to rely on Rule 12b‑25 to file the delayed report within the permitted extension period. It also notes that its Annual Report on Form 10‑K for the year ended December 31, 2025 has not yet been filed.
ProPhase Labs, Inc. entered into a senior secured convertible loan agreement with J.J. Astor & Co. on July 31, 2026. The loan has an original principal amount of $2,085,000, provided in exchange for funding of $1,500,000 before agreed fees, reserves and other amounts.
The company received net proceeds of $1,020,000 at closing. The loan is payable in weekly installments and matures in accordance with the terms of the Loan Agreement, which also includes customary representations, covenants and events of default. The transaction is reported as a direct financial obligation, with the Loan Agreement and related note form filed as exhibits.
ProPhase Labs, Inc. filed Amendment No. 2 to its quarterly report for the three months ended March 31, 2026, restating its financial statements after identifying errors across revenue, cost of goods sold, deferred revenue and several balance sheet items. The restated quarter shows net revenues of $1.2 million and a net loss of $5.2 million, compared with net revenues of $1.4 million and net income of $4.0 million a year earlier, when discontinued operations contributed significant gains. Cash and cash equivalents fell to $31,000, with total assets of $58.5 million and total liabilities of $58.9 million, resulting in negative stockholders’ equity of $(0.4) million. The company discloses a significant working capital deficit and states that these conditions raise substantial doubt about its ability to continue as a going concern within one year, and that management’s plans do not alleviate this doubt.
ProPhase Labs, Inc. reports a weak first quarter of 2026 and discloses substantial doubt about its ability to continue as a going concern within one year. Management’s plans to cut costs, refocus on genomics and biotech, pursue collections and explore financings do not alleviate this doubt.
For the three months ended March 31, 2026, revenue fell to $478 thousand from $1.431 million a year earlier, and the company recorded a net loss of $5.354 million versus prior-year net income driven by discontinued operations. Loss from continuing operations deepened, with negative gross profit leverage and higher non-cash charges from debt-related items and derivative liabilities.
Liquidity is strained: cash and cash equivalents were only $31 thousand as of March 31, 2026, current assets totaled $3.113 million against current liabilities of $56.108 million, and stockholders’ equity turned into a $614 thousand deficit. The company relied heavily on high-cost financings, including multiple short-term notes, convertible promissory notes with variable conversion prices, future receipts financing agreements, and collateralized share-backed loans, many with significant original issue discounts, warrants, or embedded derivative liabilities.
ProPhase Labs, Inc. reports weak results and severe liquidity pressure for the three months ended March 31, 2026. Revenue from continuing operations fell to $478,000 from $1.431 million, producing gross profit of only $167,000 against operating expenses of $2.772 million.
The company recorded a net loss of $5.354 million from continuing operations and ended the quarter with just $31,000 of cash. Current assets were $3.113 million versus current liabilities of $56.108 million, leaving a large working capital deficit and negative stockholders’ equity of $614,000.
Management discloses that these conditions raise substantial doubt about ProPhase’s ability to continue as a going concern, and that its plans to reduce expenses, refocus on genomics and biotech, collect receivables and pursue financings do not currently alleviate this doubt. The quarter also featured multiple high-cost debt and future receipts financings, new convertible notes with embedded derivative liabilities, and significant share issuances and potential dilution, including conversions of earlier notes, an at-the-market offering, and a $10 million equity line commitment.
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.