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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): December 10, 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
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 |
|
Nasdaq
Capital Markets |
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
November 30, 2025, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect
a reverse stock split of the Company’s common stock at a ratio of one (1) shares for every ten (10) shares of common stock outstanding.
The amendment became effective on December 2, 2025.
The
reverse stock split was implemented to increase the per-share trading price of the Company’s common stock to meet continued listing
requirements. As a result of the reverse stock split, every ten (10) shares of the Company’s common stock issued and outstanding
immediately prior to the effective time were automatically combined and converted into one (1) share of common stock.
The
reverse stock split affected all stockholders uniformly and did not alter any stockholder’s percentage ownership interest in the
Company, except to the extent that the reverse stock split resulted in any stockholder receiving cash in lieu of fractional shares. No
fractional shares were issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive fractional
shares were rounded up to the nearest whole share.
The par value of the Company’s common stock remained unchanged at $0.0005 per share. The Company’s common stock continues
to trade on NASDAQ under the symbol “PRPH”.
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. The Company is filing this Form 8-K to comply with the Securities and Exchange Commission’s mandatory
disclosure requirements regarding the reverse stock split.
Following
the effective date of the reverse stock split, the Company has approximately 5,768,951 shares of common stock issued and outstanding.
The Company’s transfer agent has been instructed to issue new stock certificates representing the appropriate number of post-split
shares to registered stockholders. Stockholders holding shares in book-entry form or through a brokerage account will have their positions
automatically adjusted to reflect the reverse stock split.
The
reverse stock split was previously approved by the Company’s Board of Directors on November 30, 2025 and by the Company’s
stockholders at the Special Meeting of Stockholders held on November 24, 2025. The Company filed a Certificate of Amendment to its Certificate
of Incorporation with the Delaware Secretary of State on December 2, 2025, to effectuate the reverse stock split.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
None.
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:
Thursday, December 11, 2025 |
|
