ProPhase Labs investors approve digital asset powers and stock split plan

Rhea-AI Filing Summary

ProPhase Labs, Inc. reported that stockholders approved all six proposals presented at a Special Meeting held on November 24, 2025. The meeting had a strong quorum, with 29,829,274 shares represented out of 43,979,017 shares of common stock outstanding as of the record date.

Stockholders approved clarifying that the Company may acquire digital assets, creating a new class of digital treasury shares, and authorizing the potential issuance of digital tokens. They also approved authority to effect one or more reverse or forward stock splits, a conditional amendment to increase authorized common stock, and the ability to adjourn the meeting if needed.

Proposal 4, covering reverse or forward stock splits, received 27,961,611 votes in favor out of 43,979,017 outstanding shares, approximately 63.57%, which satisfies the Delaware law requirement for charter amendments.

Insights

Corporate governance analyst

ProPhase Labs gained broad shareholder approval for digital asset flexibility and capital-structure tools.

ProPhase Labs obtained stockholder approval for six governance-related proposals at its Special Meeting on November 24, 2025. These include clarification that the Company may acquire digital assets, creation of a new class of digital treasury shares, and authorization of potential digital token issuances. Taken together, these measures expand the range of structures the Company can legally use in future digital and capital initiatives, without committing to any specific transaction.

Shareholders also approved authority to effect one or more reverse or forward stock splits and a conditional amendment to increase authorized common stock. Proposal 4, relating to stock splits, received 27,961,611 votes in favor out of 43,979,017 shares outstanding, about 63.57%, meeting Delaware’s majority-of-outstanding requirement for charter amendments. This level of support indicates alignment between management and voting stockholders on having broader tools to adjust the share structure if needed.

The impact on investors will depend on how and when these newly authorized powers are used. The Company now has stockholder backing to pursue digital asset-related structures and potential stock splits, but any future actions would be subject to separate decisions and, where applicable, additional disclosures in later periods.

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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 24, 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 5.07 Submission of Matters to a Vote of Security Holders

On November 24, 2025, ProPhase Labs, Inc. (the Company) held a Special Meeting of Stockholders. As of the record date, 43,979,017 shares of common stock were outstanding and entitled to vote. A total of 29,829,274 shares were represented in person or by proxy, which satisfied the quorum requirements for the meeting under the Company’s bylaws.

Stockholders considered six proposals. Each proposal received the requisite approval based on the votes cast at the meeting. The voting results reflect strong participation and consistent levels of support across all matters presented. The certified results were as follows:

Proposal 1: Clarification that the Company May Acquire Digital Assets

For: 15,250,528

Against: 582,008

Abstain: 25,697

Broker non votes: 13,971,041

Proposal 2: Creation of a New Class of Digital Treasury Shares

For: 15,194,678

Against: 615,619

Abstain: 47,936

Broker non votes: 13,971,041

Proposal 3: Authorization of the Potential Issuance of Digital Tokens

For: 15,107,219

Against: 618,878

Abstain: 132,136

Broker non votes: 13,971,041

Proposal 4: Authority to Effect One or More Reverse or Forward Stock Splits

For: 27,961,611

Against: 1,791,298

Abstain: 76,365

Proposal 5: Conditional Amendment to Increase Authorized Common Stock

For: 26,259,925

Against: 3,207,117

Abstain: 362,232

Proposal 6: Approval of Adjournment of the Special Meeting
For: 27,932,553

Against: 1,763,485

Abstain: 133,236

All six proposals were approved based on the votes cast. Proposal 4, which authorizes the Company to effect one or more reverse or forward stock splits, also satisfied the approval requirements for charter amendments under Delaware law. Under the General Corporation Law of the State of Delaware, charter amendments require the affirmative vote of a majority of the outstanding shares entitled to vote. Proposal 4 received 27,961,611 votes in favor out of 43,979,017 shares outstanding, which represents approximately 63.57 percent of the outstanding shares and exceeds the required threshold by a significant margin. The Company appreciates the participation and support of its stockholders.

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 26, 2025

FAQ

What did ProPhase Labs (PRPH) stockholders vote on at the Special Meeting?

Stockholders of ProPhase Labs voted on six proposals, including clarifying that the Company may acquire digital assets, creating a new class of digital treasury shares, authorizing potential issuance of digital tokens, approving authority for one or more reverse or forward stock splits, a conditional increase in authorized common stock, and approval of possible adjournment of the meeting.

Were all six ProPhase Labs (PRPH) proposals approved?

Yes. All six proposals received the requisite stockholder approval based on votes cast at the Special Meeting, with the Company noting strong participation and consistent support across the matters presented.

How many ProPhase Labs shares were outstanding and represented at the meeting?

As of the record date, 43,979,017 shares of ProPhase Labs common stock were outstanding and entitled to vote. A total of 29,829,274 shares were represented in person or by proxy, satisfying the quorum requirements under the Company’s bylaws.

What was the outcome of Proposal 4 on reverse or forward stock splits for PRPH?

Proposal 4, which authorizes one or more reverse or forward stock splits, received 27,961,611 votes in favor, 1,791,298 against, and 76,365 abstentions. The favorable votes represent approximately 63.57% of the 43,979,017 outstanding shares, satisfying Delaware’s majority-of-outstanding requirement for charter amendments.

What did ProPhase Labs stockholders approve related to digital assets and tokens?

Stockholders approved three related items: a clarification that the Company may acquire digital assets, the creation of a new class of digital treasury shares, and the authorization of the potential issuance of digital tokens. These approvals permit the Company to use these structures in the future if it chooses.

Did ProPhase Labs (PRPH) approve an increase in authorized common stock?

Yes. Stockholders approved a conditional amendment to increase authorized common stock, with 26,259,925 votes for, 3,207,117 against, and 362,232 abstentions. The amendment is conditional as described in the proposal’s terms.

How did ProPhase Labs stockholders vote on the adjournment proposal?

For Proposal 6, which concerned approval of adjournment of the Special Meeting, there were 27,932,553 votes for, 1,763,485 against, and 133,236 abstentions, resulting in approval of the adjournment authority.