ProPhase Labs (OTC: PRPH) starts BE-Smart sale review and updates COVID claim recoveries

Rhea-AI Filing Summary

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.

Insights

Healthcare corporate strategy analyst

ProPhase is testing market interest in BE-Smart while improving visibility on COVID receivable recoveries.

ProPhase Labs is initiating a process to potentially sell or partner BE-Smart™, a CLIA-certified, CAP-accredited esophageal cancer risk stratification test described as ready for commercialization under the LDT framework. Contacting more than 70 potential acquirers suggests a broad canvassing of strategic and financial interest.

The filing also highlights progress in monetizing legacy COVID-19 testing receivables via the Crown Medical Collections initiative. Management now believes more than 60% of aggregate claims relate to commercial payors that partially reimbursed, which the company associates with historically higher recovery rates and better settlement dynamics.

The overall impact will depend on the level of interest in BE-Smart and actual cash ultimately realized from receivable recoveries. Subsequent company communications and future periodic reports may clarify whether a BE-Smart transaction is reached and how much is collected from these Chapter 11-related claims.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2026

PROPHASE LABS, INC.

(Exact name of Company as specified in its charter)

Delaware		000-21617		23-2577138
(State or other jurisdiction of incorporation )		(Commission File Number)		(I.R.S. Employer Identification No.)

626 RXR Plaza, 6th Floor Uniondale, New York		11556
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (516) 989-0763

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14(d)-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Title of Each Class		Trading Symbol		Name of Each Exchange of Which Registered
Common Stock, par value $0.0005		PRPH		OTC ID

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

The Securities and Exchange Commission requires disclosure of material changes and events that the registrant deems of importance to security holders via Form 8-K filings. On February 3, 2026, ProPhase Labs, Inc. (“The Company”) issued a press release announcing that it has initiated a potential sale or strategic partnership process for BE-Smart™, its clinically validated esophageal cancer risk stratification test. BE-Smart™ is a CLIA-certified, CAP-accredited laboratory-developed test (LDT) that is ready for commercialization under the LDT regulatory framework. The Company has initiated target outreach to more than seventy (70) potential acquirers.

The press release also provided a positive update on the progress of its Crown Medical Collections initiative relating to legacy COVID-19 testing receivables held by its laboratory subsidiaries currently in Chapter 11 proceedings. Based on recent analysis, the Company now believes that more than sixty percent (60%) of aggregate claims consist of commercial payors that partially reimbursed claims. This is generally associated with higher recovery rates and more favorable settlement dynamics.

A copy of the press release is furnished as Exhibit 1.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

1.1		Press Release dated February 3, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ProPhase Labs, Inc.
By:	/s/ Ted Karkus
	Ted Karkus
	Chairman of the Board and Chief Executive Officer
Date: February 13, 2026

FAQ

What strategic process did ProPhase Labs (PRPH) launch for BE-Smart?

ProPhase Labs began a process to explore a potential sale or strategic partnership for BE-Smart™, its esophageal cancer risk stratification test. The company has started outreach to more than 70 potential acquirers to assess interest in a transaction involving this CLIA-certified, CAP-accredited laboratory-developed test.

What is ProPhase Labs’ BE-Smart esophageal cancer test?

BE-Smart™ is a clinically validated esophageal cancer risk stratification test developed by ProPhase Labs. It operates as a CLIA-certified, CAP-accredited laboratory-developed test and is described as ready for commercialization under the existing laboratory-developed test regulatory framework, targeting earlier risk assessment for esophageal disease.

How many potential acquirers has ProPhase Labs contacted about BE-Smart?

ProPhase Labs has initiated outreach to more than 70 potential acquirers regarding a possible sale or strategic partnership for BE-Smart™. This broad contact list is intended to gauge market interest and identify suitable partners or buyers for the clinically validated esophageal cancer risk stratification test.

What update did ProPhase Labs give on Crown Medical Collections and COVID-19 receivables?

ProPhase Labs reported a positive update on its Crown Medical Collections initiative for legacy COVID-19 testing receivables. Based on recent analysis, it believes over 60% of aggregate claims involve commercial payors that partially reimbursed, a group generally linked to higher recovery rates and more favorable settlement dynamics.

Why are partially reimbursed commercial payor claims important for ProPhase Labs?

ProPhase Labs now believes more than 60% of its aggregate COVID-19 testing claims are with commercial payors that partially reimbursed. The company notes these claims are generally associated with higher recovery rates and more favorable settlement outcomes, potentially improving expected collections from legacy receivables in Chapter 11 proceedings.

What type of filing did ProPhase Labs use to disclose the BE-Smart process?

ProPhase Labs disclosed the BE-Smart™ strategic process in a Form 8-K under the “Other Events” section. The filing notes the press release announcing the potential sale or partnership, along with the update on Crown Medical Collections, is furnished as Exhibit 1.1 dated February 3, 2026.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 25.6 KB
• EX-1 GRAPHIC 9.0 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB