Unsealed whistleblower case detailed by ProPhase Labs (NASDAQ: PRPH)

Rhea-AI Filing Summary

ProPhase Labs, Inc. reports that a previously sealed civil qui tam action in federal court has been unsealed, and the company only became aware of it upon receiving the unsealed filing on November 21, 2025. The order unsealing the case notes that the United States and the plaintiff states of New York and New Jersey have to date declined to intervene, and the company has not yet been served with the complaint or received any inquiries from government agencies. ProPhase states it categorically denies any wrongdoing, emphasizes its regulatory and quality standards, and intends to vigorously defend the matter once formally served. The company adds that prior private disputes with the same individual relator were separately settled and dismissed with prejudice in April 2024, and it does not currently expect this unsealed matter to have a material impact on its operations, which it says are continuing without interruption.

Insights

Litigation and regulatory risk analyst

ProPhase discloses an unsealed qui tam case, with governments declining to intervene so far and the company denying wrongdoing.

The disclosure centers on a civil qui tam action that was filed under seal and later unsealed by court order, a standard step under the False Claims Act. ProPhase explains it was not aware of the matter until it received the unsealed filing and notes that, according to the unsealing order, the United States and the plaintiff states have to date declined to intervene. Government declination can be relevant because it often signals a lower level of official engagement, though it does not end the case.

The company reports it has not yet been served with the complaint and has received no information requests from federal or state authorities or regulators. It states that it categorically denies any wrongdoing, highlights what it describes as rigorous regulatory and compliance standards, and indicates it will vigorously defend the matter once service occurs. It distinguishes this case from earlier private disputes with the same individual, which were settled and dismissed with prejudice in April 2024.

ProPhase says that, based on information currently available, it does not expect the unsealed action to have a material impact on ongoing operations or its ability to provide services, and it notes that operations continue without interruption. Future SEC filings and case developments will be the formal channels through which any change in regulatory posture, service of the complaint, or case resolution would become visible to investors.

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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): November 21, 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) 903-0763

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		PRHP		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 8.01 – Other Events

On November 21, 2025, ProPhase Labs, Inc. (the “Company”) became aware that a previously sealed civil action styled United States of America, State of New York, and State of New Jersey ex rel. Kenneth Hennrick v. ProPhase Labs, Inc., et al., pending in the United States District Court for the Eastern District of New York, had been unsealed by court order dated November 4, 2025. The unsealing of a previously sealed filing is a standard procedural step under the False Claims Act and does not reflect any finding or conclusion by the court or by any governmental authority. Although the matter was unsealed on November 4, the Company did not receive notice of the unsealing or the filing until November 19, 2025, and had no prior knowledge of the sealed action, which was filed in 2023 without the Company’s awareness. The Company is making this disclosure promptly upon becoming aware of the unsealed filing.

Under the sealing provisions of 31 U.S.C. Section 3730(b), the parties to a sealed qui tam action are prohibited from providing notice of the filing while the matter remains under seal. Because the Company had not been served and no notice was provided following the entry of the November 4 unsealing order, the Company first learned of the action upon receipt of the unsealed filing on November 21, 2025.

According to the unsealing order, to date the United States and the Plaintiff States have declined to intervene. The Company has received no indication from any governmental authority that intervention is anticipated. The Company also has not been served with the unsealed complaint as of the date of this filing and therefore has not had the opportunity to review or assess the filing in full. The Company has received no indication from the relator or from any governmental entity regarding if or when service may occur. The Company has not received any inquiries or requests for information from the United States, the Plaintiff States, or any regulatory agency in connection with the unsealed filing.

The Company categorically denies any wrongdoing and maintains that its laboratory and diagnostic operations follow rigorous regulatory, quality, and compliance standards. The Company remains committed to maintaining the highest standards of regulatory compliance and transparency across all of its operations. The Company intends to vigorously defend the matter once formally served. As with any qui tam action, any dismissal or resolution of the case would require written consent from the United States and the Plaintiff States.

The Company further notes that all private disputes with Dr. Hennrick were fully resolved and dismissed with prejudice in April 2024 through a mutually executed settlement agreement and general release in the New York State Supreme Court, Nassau County (Index No. 612578/2023). That private matter was concluded more than a year before the federal seal was lifted and is entirely separate from the qui tam action.

Based on the information currently available, the Company does not expect the unsealed matter to have any material impact on its ongoing operations or its ability to continue providing services without interruption. The Company will continue to monitor developments and will make additional disclosures as required under applicable securities laws. The Company’s operations continue without interruption.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those projected. The Company undertakes no obligation to update such statements except as required by law.

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:	November 25, 2025

FAQ

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

ProPhase Labs disclosed that a previously sealed civil qui tam action styled United States of America, State of New York, and State of New Jersey ex rel. Kenneth Hennrick v. ProPhase Labs, Inc., et al., pending in the Eastern District of New York, was unsealed by court order dated November 4, 2025.

When did ProPhase Labs (PRPH) learn about the unsealed qui tam action?

ProPhase Labs states it first learned of the qui tam action upon receipt of the unsealed filing on November 21, 2025, and that it had no prior knowledge of the sealed action filed in 2023.

Have the United States or the plaintiff states intervened in the ProPhase Labs (PRPH) qui tam case?

According to the unsealing order described by ProPhase Labs, the United States and the plaintiff states have to date declined to intervene in the qui tam action.

Has ProPhase Labs (PRPH) been served or contacted by authorities about the unsealed filing?

ProPhase Labs reports it has not been served with the unsealed complaint and has received no inquiries or requests for information from the United States, the plaintiff states, or any regulatory agency in connection with the unsealed filing.

How does ProPhase Labs (PRPH) describe its position on the allegations in the qui tam action?

ProPhase Labs states that it categorically denies any wrongdoing, maintains that its laboratory and diagnostic operations follow rigorous regulatory, quality, and compliance standards, and intends to vigorously defend the matter once formally served.

Does ProPhase Labs (PRPH) expect the unsealed qui tam matter to affect its operations?

Based on information currently available, ProPhase Labs states it does not expect the unsealed matter to have any material impact on its ongoing operations or its ability to continue providing services without interruption, and it notes that operations continue without interruption.

What prior dispute involving the relator does ProPhase Labs (PRPH) reference?

ProPhase Labs notes that all private disputes with Dr. Kenneth Hennrick were fully resolved and dismissed with prejudice in April 2024 through a mutually executed settlement agreement and general release in the New York State Supreme Court, Nassau County, and that this private matter is separate from the federal qui tam action.