[8-K] ProPhase Labs, Inc. Reports Material Event

Rhea-AI Filing Summary

Uni-Fuels Holdings Limited filed a Form 6-K dated 21 July 2025.

• The filing furnishes a press release announcing the Company’s first commercial paper issuance on the ADDX digital securities exchange.
• The tranche was oversubscribed, raising USD 3 million.

No information is provided on coupon, tenor, pricing, use-of-proceeds or comparative liquidity metrics, so the overall balance-sheet impact cannot be fully evaluated from this filing alone.

Positive

• Oversubscribed USD 3 million commercial paper issuance demonstrates investor demand and adds incremental liquidity.

Negative

• No disclosure of coupon, tenor, pricing or use-of-proceeds limits evaluation of funding cost and strategic impact.
• Small issuance size suggests limited balance-sheet effect unless the Company’s scale is very small.

Insights

Capital-Markets Analyst

TL;DR: Small but oversubscribed $3 m CP deal hints at demand; financial impact unclear without terms.

The disclosed USD 3 million commercial paper issuance is the Company’s first use of ADDX’s digital platform. Oversubscription signals investor appetite and may slightly lower funding costs versus traditional channels. However, the absence of maturity, coupon or use-of-proceeds data prevents assessment of cost of capital or leverage effects. Given the modest size, the event is likely liquidity-positive but not materially transformative.

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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): July 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: (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 7.01 Regulation FD Disclosure.

On July 21, 2025, the Company issued a press announcing that its Board of Directors has unanimously authorized the Company’s executive team to explore a potential reverse merger transaction with a digital asset-focused operating company. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. Other Events

On Friday, July 18, 2025, the Board of Directors of ProPhase Labs, Inc. (the “Company”) unanimously authorized the Company’s executive management to explore strategic alternatives to supplement its existing businesses, including a potential reverse merger transaction with an operating company focused on cryptocurrency treasury management and digital asset strategies.

The Company has not entered into any binding agreement at this time. Management has been authorized to conduct diligence, engage potential counterparties, and evaluate whether such a transaction would be in the best interests of shareholders. The Company will provide additional updates as material developments occur.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K other than statements of historical fact are forward-looking statements. Such forward-looking statements include, among other things, statements regarding the Company’s ability to regain compliance with Nasdaq listing standards or receive additional time from Nasdaq to regain compliance if necessary. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those projected in any forward-looking statements due to numerous risks and uncertainties. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents that the Company files from time to time with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.		Description
99.1		Press Release dated July 21, 2025, ProPhase Labs Board of Directors Authorizes Management to Explore Strategic Reverse Merger and Approves Crypto Treasury Initiative
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: July 21, 2025

FAQ

What did Uni-Fuels (UFG) announce in its July 21 2025 Form 6-K?

The filing reports completion of the Company’s first, oversubscribed USD 3 million commercial paper issuance on ADDX.

How much capital did Uni-Fuels raise through the commercial paper issuance?

The Company raised USD 3 million.

Was the Uni-Fuels commercial paper offering successful?

Yes. The filing states the issuance was oversubscribed, indicating demand exceeded supply.

Which platform handled the Uni-Fuels commercial paper issuance?

The issuance was conducted on the ADDX digital securities platform.

Does the filing disclose interest rate or maturity terms of the paper?

No. The Form 6-K does not include coupon, tenor or pricing details.