ProPhase Labs Ends $7.7M Keystone Equity Line

ProPhase Labs, Inc. terminated its Common Stock Purchase Agreement with Keystone Capital Partners, LLC, effective August 28, 2025.

Rhea-AI Filing Summary

ProPhase Labs, Inc. terminated its Common Stock Purchase Agreement with Keystone Capital Partners, LLC, effective August 28, 2025. This agreement had provided an equity line facility giving ProPhase the right, but not the obligation, to sell common stock to Keystone for up to approximately $7.7 million in aggregate purchase price.

The company exercised its contractual right to end the facility in its sole discretion with one trading day’s written notice and incurred no penalties or termination fees. The company states there are no other material relationships between ProPhase or its affiliates and Keystone beyond this terminated agreement.

Insights

Capital structure and corporate finance analyst

ProPhase cancels a $7.7M equity line without penalties, modest capital-structure shift.

ProPhase Labs ended its equity line facility with Keystone that allowed discretionary sales of common stock up to an aggregate $7.7 million. Because the company was not obligated to draw on this line, the termination mainly removes one potential source of equity funding rather than an active financing stream.

The agreement allowed termination at any time on one trading day’s notice and ProPhase confirms there were no penalties or termination fees, which limits immediate financial impact. Future financing flexibility will depend on alternative capital arrangements the company may pursue, as this facility is no longer available after August 28, 2025.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

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 agreement did ProPhase Labs (PRPH) terminate with Keystone Capital Partners?

ProPhase Labs terminated its Common Stock Purchase Agreement with Keystone Capital Partners, LLC, which established an equity line of credit facility for its common stock.

What was the size of the Keystone equity line for ProPhase Labs (PRPH)?

The Keystone agreement allowed ProPhase Labs to sell shares of its common stock to Keystone for up to an aggregate purchase price of approximately $7.7 million.

Did ProPhase Labs incur any fees or penalties for ending the Keystone agreement?

No. ProPhase Labs terminated the Keystone agreement in its sole discretion and incurred no penalties or termination fees in connection with the termination.

When did the termination of the Keystone agreement become effective for ProPhase Labs?

The termination of the Keystone Common Stock Purchase Agreement became effective on Thursday, August 28, 2025.

Was ProPhase Labs obligated to sell stock under the Keystone equity line?

No. Under the Keystone agreement, ProPhase Labs had the right, but not the obligation, to sell shares of its common stock to Keystone up to the $7.7 million limit.

Does ProPhase Labs have any other material relationships with Keystone Capital Partners?

The company states that, other than the now-terminated Keystone agreement, there are no material relationships between ProPhase Labs or its affiliates and Keystone.

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

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Accepted by SEC EDGAR 08/28/2025 - 06:15 AM 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): August 28, 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 1.02. Termination of a Material Definitive Agreement.

On August 27, 2025, ProPhase Labs, Inc. (the “Company”) delivered notice to Keystone Capital Partners, LLC (“Keystone”) to terminate, effective the next trading day, the Common Stock Purchase Agreement dated January 29, 2025, between the Company and Keystone (the “Keystone Agreement”). Pursuant to such notice, the Keystone Agreement terminated effectively on Thursday, August 28, 2025.

The Keystone Agreement established an equity line of credit facility under which the Company had the right, but not the obligation, to sell shares of its common stock to Keystone up to an aggregate purchase price of approximately $7.7 million. The Keystone Agreement provided that the Company could terminate the facility at any time, in its sole discretion, upon one trading day’s prior written notice, without cost or penalty. The Company terminated the Keystone Agreement in its sole discretion and incurred no penalties or termination fees in connection with the termination. Other than the Keystone Agreement, there are no material relationships between the Company or its affiliates and Keystone.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.		Description
10.1		Termination Notice to Keystone Capital Partners, LLC
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 28, 2025