ProPhase Labs (NASDAQ: PRPH) sets $6M private placement with warrants

Rhea-AI Filing Summary

ProPhase Labs, Inc. entered into a Strategic Advisory and Private Placement Agreement with ThinkEquity LLC for a proposed best-efforts private placement of approximately $6,000,000 of its securities. ThinkEquity will act as exclusive strategic advisor, placement agent and investment banker for the company’s digital asset treasury strategy and this offering.

As compensation, ProPhase agreed to pay an 8% cash placement agent fee on the aggregate purchase price of securities sold, payable from gross proceeds at closing. The company will also issue placement agent warrants equal to 8% of the shares placed, including shares underlying any convertible securities, plus additional advisory warrants: 1,250,000 warrants at closing, 1,250,000 warrants when the company accumulates $50,000,000 in crypto, and 1,000,000 warrants when it accumulates $100,000,000 in crypto. ThinkEquity gains the right to appoint one board member once the company reaches $50,000,000 of crypto holdings.

Insights

Capital markets and governance analyst

ProPhase adds a $6M private placement plan with warrant-heavy fees.

ProPhase Labs engaged ThinkEquity LLC as exclusive advisor and placement agent for a proposed best-efforts private placement of approximately $6,000,000 of its securities tied to a digital asset treasury strategy. The agreement states that terms of the securities will be set with investors and does not obligate the company to complete the transaction.

Compensation is highly equity-linked: an 8% cash fee on the aggregate purchase price and placement agent warrants equal to 8% of shares placed, including shares underlying any convertible securities. Additional advisory warrants of 1,250,000, then another 1,250,000, and 1,000,000 are issuable as the company accumulates $50,000,000 and then $100,000,000 in crypto. This creates potential future dilution that scales with both capital raised and crypto balance growth.

The agreement also grants ThinkEquity the right to appoint one board designee once the company reaches $50,000,000 in crypto holdings, introducing a governance element linked to its digital asset strategy. Actual impact on capital structure and board composition will depend on whether the offering closes and whether the specified crypto accumulation milestones are achieved.

false 0000868278 0000868278 2025-09-18 2025-09-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): September 18, 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: (215) 345-0919

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 1.01 Entry into a Material Definitive Agreement.

On September 12, 2025, ProPhase Labs, Inc. (the “Company”) entered into a Strategic Advisory and Private Placement Agreement (the “Agreement”) with ThinkEquity LLC (“ThinkEquity”), pursuant to which ThinkEquity will serve as the exclusive strategic advisor, placement agent and investment banker (the “Services”) to the Company in connection with the Company’s digital asset treasury strategy and a proposed private placement of approximately $6,000,000 of the Company’s securities (the “Offering”) to be conducted on a best efforts basis. The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors, and nothing in the Agreement implies that ThinkEquity would have the power or authority to bind the Company, or obligates the Company to issue any Securities or complete the Offering.

As compensation for the Services, the Company agreed to pay ThinkEquity a cash placement agent fee (the “Placement Agent’s Fee”) equal to 8% of the aggregate purchase price paid by each purchaser of Securities placed in the Offering, payable at the closing of the Offering (the “Closing”) from the gross proceeds. As additional compensation for the Services, the Company will issue to ThinkEquity or its designees: (i) warrants (the “PA Warrants”) to purchase shares of the Company’s common stock (“Shares”) equal to 8% of the number of Shares placed in the Offering, plus any Shares underlying any convertible Securities placed in the Offering to such purchasers; and (ii) additional warrants (the “Advisory Warrants”) consisting of 1,250,000 warrants upon the Closing, an additional 1,250,000 warrants upon the Company accumulating $50,000,000 in crypto, and an additionall 1,000,000 warrants upon the Company accumulating $100,000,000 in crypto. All warrants will have a five-year exercise period and include registration rights equivalent to those granted with respect to the Securities.

The Agreement also provides for the Company’s engagement of ThinkEquity to perform certain advisory and placement services in connection with the Offering, establishes the parties’ respective obligations and limitations regarding authority, and grants ThinkEquity the right to appoint one member to the Company’s Board of Directors (the “Board Designee”), upon the Company’s accumulating $50,000,000 of crypto.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as an exhibit hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.		Description
10.1		ThinkEquity Engagement Letter portions redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K
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: September 18, 2025

FAQ

What agreement did ProPhase Labs (PRPH) sign with ThinkEquity?

ProPhase Labs entered into a Strategic Advisory and Private Placement Agreement with ThinkEquity LLC, under which ThinkEquity will serve as exclusive strategic advisor, placement agent and investment banker for a digital asset treasury strategy and a proposed private placement.

What is the size of the proposed private placement for ProPhase Labs (PRPH)?

The proposed private placement contemplates approximately $6,000,000 of ProPhase Labs securities, to be conducted on a best efforts basis and with terms mutually agreed between the company and investors.

How will ThinkEquity be compensated in the ProPhase Labs (PRPH) agreement?

ThinkEquity will receive an 8% cash placement agent fee based on the aggregate purchase price of securities sold, payable from gross proceeds at closing, plus placement agent warrants equal to 8% of the shares placed, including shares underlying any convertible securities.

What additional warrants can ThinkEquity receive from ProPhase Labs (PRPH)?

ProPhase will issue 1,250,000 advisory warrants at closing, an additional 1,250,000 warrants when the company accumulates $50,000,000 in crypto, and a further 1,000,000 warrants when it accumulates $100,000,000 in crypto, all with five-year exercise periods.

Does ThinkEquity get a board seat at ProPhase Labs (PRPH)?

The agreement grants ThinkEquity the right to appoint one member to ProPhase Labs’ Board of Directors once the company accumulates $50,000,000 of crypto, creating a potential future board designee tied to that milestone.

Is ProPhase Labs (PRPH) obligated to complete the private placement with ThinkEquity?

No. The agreement states that the terms of the offering and the securities will be mutually agreed by ProPhase and investors, and that nothing in the agreement obligates the company to issue any securities or complete the offering.