ProPhase Labs (PRPH) secures $10M equity line and issues fee shares

Rhea-AI Filing Summary

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.

Insights

Equity Capital Markets Analyst

ProPhase arranges a discretionary $10M equity line with upfront equity fee.

ProPhase Labs has secured an equity line facility of up to $10,000,000 from Generating Alpha Ltd., giving it the option, but not the obligation, to sell common stock over time. This type of structure can provide flexible access to capital without a fixed draw schedule, as the company retains full discretion over whether and when to use it.

To put the facility in place, ProPhase issued 549,105 shares and a prefunded warrant for up to 240,369 shares with a $0.00 exercise price as a commitment fee. Those instruments represent immediate and potential future share issuance in connection with the arrangement, which may dilute existing holders if fully realized. The transaction was conducted as an unregistered private offering under Section 4(a)(2) and Regulation D, so any resale of these securities would typically require registration or an available exemption.

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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): January 23, 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 1.01 Entry into a Material Definitive Agreement

On January 16, 2026, ProPhase Labs, Inc. (“the Company”) entered into a Stock Purchase Agreement (“the Agreement”) with Generating Alpha Ltd. (“the Investor”), pursuant to which the Investor committed to provide the Company with up to ten million dollars ($10,000,000) of equity capital over time, at the Company’s election and subject to the terms and conditions set forth in the Agreement.

The Agreement establishes an equity line facility that provides the Company with the right, but not the obligation, to sell shares of common stock to the Investor from time to time. The Company retains full discretion over its access to the facility and there is no requirement that the Company access the facility at any time.

In connection with entering into the Agreement, the Company issued 549,105 shares of common stock and a prefunded common stock purchase warrant to acquire up to 240,369 shares of common stock as a commitment fee. The warrant has an exercise price of $0.00 per share and is exercisable on a cashless basis, subject to customary ownership limitations.

The issuance of any additional shares would occur solely at the Company’s election and in accordance with applicable securities laws.

The foregoing description of the Agreement and the related warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, the Irrevocable Instructions and the Common Stock Purchase Warrant, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth under Item 1.01 is incorporated herein by reference. The securities described above were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereafter.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

1.1 Stock Purchase Agreement dated January 16, 2026.

1.2 Exhibit D – Irrevocable Instructions dated January 16, 2026.

1.3 Exhibit E – Common Stock Purchase Warrant dated January 16, 2026

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: Friday, January 23, 2026

FAQ

What agreement did ProPhase Labs (PRPH) enter into with Generating Alpha Ltd.?

ProPhase Labs entered into a Stock Purchase Agreement with Generating Alpha Ltd. that establishes an equity line facility, giving ProPhase the right, but not the obligation, to sell shares of its common stock to the investor over time.

How much equity capital can ProPhase Labs (PRPH) access under the new facility?

Under the Stock Purchase Agreement, Generating Alpha Ltd. committed to provide ProPhase Labs with up to $10,000,000 of equity capital over time, at ProPhase’s election and subject to the terms and conditions in the agreement.

What commitment fee did ProPhase Labs (PRPH) pay for the $10 million equity line?

As a commitment fee, ProPhase Labs issued 549,105 shares of common stock and a prefunded common stock purchase warrant to acquire up to 240,369 shares of common stock to the investor.

What are the key terms of the prefunded warrant issued by ProPhase Labs (PRPH)?

The prefunded common stock purchase warrant allows the holder to acquire up to 240,369 shares of ProPhase common stock at an exercise price of $0.00 per share. It is exercisable on a cashless basis and is subject to customary ownership limitations.

Is ProPhase Labs (PRPH) required to use the equity line facility?

No. ProPhase has full discretion and no obligation to draw on the equity line facility. The company can choose if and when to sell shares to the investor, or not to access the facility at all.

Were the securities issued by ProPhase Labs (PRPH) registered under the Securities Act?

No. The shares and prefunded warrant issued in connection with the agreement were offered and sold in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D.