[8-K] ProPhase Labs, Inc. Reports Material Event

Rhea-AI Filing Summary

ProPhase Labs (PRPH) furnished a press release announcing its financial results for the second quarter ended June 30, 2025 and scheduled a conference call on August 13, 2025 at 2:00 p.m. Eastern Time to discuss those results and corporate developments. The filing explicitly states the press release and related information are being furnished and shall not be deemed "filed" under the Exchange Act or incorporated by reference, and it attaches the press release as Exhibit 99.1 plus a Cover Page Interactive Data File (Inline XBRL) as Exhibit 104. The report also contains forward-looking language addressing the company’s ability to regain Nasdaq listing compliance or obtain additional time from Nasdaq.

Positive

• Press release furnished announcing Q2 results (Exhibit 99.1)
• Conference call scheduled to discuss results and corporate developments (August 13, 2025 at 2:00 p.m. ET)
• Inline XBRL cover page (Exhibit 104) included, supporting interactive data disclosure

Negative

• Filing discloses uncertainty regarding the company’s ability to regain Nasdaq listing compliance or to obtain additional time from Nasdaq
• This 8-K furnishes the press release but does not include the financial results inline; investors must review Exhibit 99.1 for details

Insights

Financial Analyst

TL;DR: Press release furnished and conference call scheduled; no financial figures presented here; Nasdaq compliance risk is disclosed.

The 8-K furnishes a press release with the company’s Q2 results for the period ended June 30, 2025 and announces a same-day conference call to discuss performance and corporate developments. The company clarifies the materials are furnished and not "filed," which limits incorporation-by-reference implications in other filings. Importantly, the filing includes forward-looking statements specifically mentioning the company’s ability to regain Nasdaq listing compliance or seek additional time, which is a material disclosure for investors monitoring listing status.

Corporate Governance Expert

TL;DR: Procedural 8-K furnishing operational results and a clear forward-looking Nasdaq compliance disclosure; governance transparency is procedural rather than conclusive.

The report follows standard disclosure practice by furnishing the press release (Exhibit 99.1) and providing an Inline XBRL cover page (Exhibit 104). The explicit forward-looking caution about Nasdaq compliance highlights a governance and regulatory matter investors should note. The filing does not itself correct or amend prior reports; it serves to notify stakeholders of released results and a public discussion forum via the conference call.

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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): August 13, 2025

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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-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 on Which Registered
Common Stock, par value $0.0005		PRPH		Nasdaq Capital Market

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 2.02 Results of Operation and Financial Condition.

On August 13, 2025, ProPhase Labs, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

As previously announced, the Company will conduct a conference call today, Wednesday, August 13, 2025, at 2:00 p.m. (Eastern Time) to discuss its financial results and provide an update on corporate developments.

The information contained in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K other than statements of historical fact are forward-looking statements. Such forward-looking statements include, among other things, statements regarding the Company’s ability to regain compliance with Nasdaq listing standards or receive additional time from Nasdaq to regain compliance if necessary. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those projected in any forward-looking statements due to numerous risks and uncertainties. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents that the Company files from time to time with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.		Description
99.1		Press Release dated August 13, 2025, ProPhase Labs Announces Financial Results for the Three and Six Months Ended June 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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: August 13, 2025

FAQ

What did ProPhase Labs (PRPH) disclose in this 8-K?

The company furnished a press releaseAugust 13, 2025 at 2:00 p.m. ET; it also included a Cover Page Interactive Data File (Exhibit 104).

When is the ProPhase Labs (PRPH) conference call to discuss Q2 results?

The conference call is scheduled for August 13, 2025 at 2:00 p.m. Eastern Time.

Is the press release in this 8-K filed with the SEC or furnished?

The filing states the press release and related information are furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Does the 8-K mention any Nasdaq listing issues for PRPH?

Yes. The report contains forward-looking statements addressing the company’s ability to regain Nasdaq listing compliance or to receive additional time from Nasdaq.

Which exhibits are included with this 8-K?

Exhibit 99.1 (Press Release dated August 13, 2025) and Exhibit 104 (Cover Page Interactive Data File, Inline XBRL) are furnished.