ProPhase Labs enacts 1-for-10 reverse stock split, 5.77M shares out

ProPhase Labs, Inc. implemented a reverse stock split of its common stock at a ratio of one share for every ten shares outstanding, effective December 2, 2025.

Rhea-AI Filing Summary

ProPhase Labs, Inc. implemented a reverse stock split of its common stock at a ratio of one share for every ten shares outstanding, effective December 2, 2025. The move is intended to increase the per-share trading price to meet continued listing requirements for the Nasdaq Capital Market.

As a result of the reverse split, every ten pre-split shares were automatically combined into one post-split share, with no change to the $0.0005 par value. Fractional share positions were rounded up to the nearest whole share, and no fractional shares were issued. Following the effective date, the company has approximately 5,768,951 shares of common stock issued and outstanding, and the stock continues to trade under the symbol PRPH.

Insights

Equity structure & corporate actions analyst

ProPhase Labs executed a 1-for-10 reverse split to support Nasdaq listing.

ProPhase Labs carried out a reverse stock split at a 1-for-10 ratio, effective on December 2, 2025, to increase its share price and satisfy continued listing requirements. This action consolidates the share count but is designed to leave the company’s overall equity value unchanged in economic terms.

Every ten shares of common stock were combined into one share, while the par value remained at $0.0005 per share. The company states that the split affected all stockholders uniformly and did not alter percentage ownership, aside from minor adjustments where fractional shares were rounded up to the nearest whole share.

After the effective date, common shares issued and outstanding total approximately 5,768,951, and the stock continues trading on the Nasdaq Capital Market under the symbol PRPH. The transfer agent is updating certificates and book-entry positions so that brokerage and registered accounts reflect the post-split share counts.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate action did ProPhase Labs (PRPH) announce in this 8-K?

ProPhase Labs announced a reverse stock split of its common stock at a ratio of one share for every ten shares of common stock outstanding.

Why did ProPhase Labs (PRPH) implement a 1-for-10 reverse stock split?

The reverse stock split was implemented to increase the per-share trading price of ProPhase Labs’ common stock in order to meet continued listing requirements for the Nasdaq Capital Market.

When did the ProPhase Labs reverse stock split become effective?

The reverse stock split became effective on December 2, 2025, following stockholder approval on November 24, 2025 and board approval on November 30, 2025.

How did the reverse stock split affect ProPhase Labs’ outstanding share count?

Following the effective date of the reverse stock split, ProPhase Labs has approximately 5,768,951 shares of common stock issued and outstanding.

Did the ProPhase Labs reverse stock split change stockholder ownership percentages?

The company states the reverse stock split affected all stockholders uniformly and did not change any stockholder’s percentage ownership, except where fractional shares were rounded up to the nearest whole share.

What happened to fractional shares in the ProPhase Labs reverse stock split?

No fractional shares were issued. Stockholders who would have been entitled to a fractional share had their holdings rounded up to the nearest whole share of common stock.

Does ProPhase Labs’ stock symbol or par value change after the reverse split?

The par value of common stock remains $0.0005 per share, and ProPhase Labs’ common stock continues to trade on Nasdaq under the symbol PRPH.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/11/2025 - 06:07 PM Learn about SEC filing dates

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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