Every 8-K that PROPHASE LABS INC (PRPH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PRPH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PRPH filings page.
ProPhase Labs, Inc. entered into a senior secured convertible loan agreement with J.J. Astor & Co. on July 31, 2026. The loan has an original principal amount of $2,085,000, provided in exchange for funding of $1,500,000 before agreed fees, reserves and other amounts.
The company received net proceeds of $1,020,000 at closing. The loan is payable in weekly installments and matures in accordance with the terms of the Loan Agreement, which also includes customary representations, covenants and events of default. The transaction is reported as a direct financial obligation, with the Loan Agreement and related note form filed as exhibits.
ProPhase Labs has started exploring a potential sale or strategic partnership for BE-Smart™, its clinically validated esophageal cancer risk stratification test. BE-Smart™ is a CLIA-certified, CAP-accredited laboratory-developed test that the company says is ready for commercialization under the current LDT framework.
The company has begun outreach to more than 70 potential acquirers to gauge interest in a transaction. It also reported a positive update on efforts to collect legacy COVID-19 testing receivables through its Crown Medical Collections initiative, noting that over 60% of aggregate claims involve commercial payors that partially reimbursed claims, a category typically linked to higher recovery rates and more favorable settlement dynamics.
ProPhase Labs, Inc. filed a current report to highlight an investor-focused communication event. On February 2, 2026, the company issued a press release inviting investors to a webinar scheduled for February 3, 2026 at 4:15 p.m. Eastern Time.
The webinar was intended to provide insight into ProPhase’s portfolio of high-growth healthcare assets and included a live question-and-answer session with attendees. The press release containing additional details about the event is furnished as Exhibit 1.1 to the report.
ProPhase Labs, Inc. filed a current report to share that it has issued a new press release about its efforts to recover legacy COVID-19 testing receivables. The update focuses on the Company’s Crown Medical Collections initiative, which is working on amounts owed to its laboratory subsidiaries that are currently in Chapter 11 proceedings. The press release, dated January 26, 2026, is attached as an exhibit to the report, providing more detail on the operational progress of this collection effort.
ProPhase Labs, Inc. filed a current report to inform shareholders that its common stock has been approved for trading and uplisted from the Pink Sheets to the OTCID Market. This change was announced in a press release dated January 22, 2026, which is included as an exhibit.
The move from the Pink Sheets to the OTCID Market reflects a change in the trading venue for the company’s common stock under the symbol PRPH.
ProPhase Labs, Inc. entered into a Stock Purchase Agreement with Generating Alpha Ltd., giving the company the right to draw up to $10,000,000 of equity capital over time at its own election. The agreement creates an equity line facility, meaning ProPhase can choose if and when to sell shares of its common stock to the investor, with no obligation to use the facility.
As a commitment fee for establishing this facility, ProPhase issued 549,105 shares of common stock and a prefunded common stock purchase warrant to acquire up to 240,369 shares, with an exercise price of $0.00 per share on a cashless basis, subject to customary ownership limits. The securities were issued in a private transaction relying on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D.
ProPhase Labs, Inc. reported on recent volatility in its common stock and explained several technical factors affecting its capital structure. The company highlighted accelerated conversion and resale of its convertible debt, a 1-for-10 reverse stock split effective December 5, 2025, and its transition from the Nasdaq Capital Market to trading on the OTC market effective January 5, 2026, following a Nasdaq delisting that may reduce liquidity and institutional interest.
More than $3,300,000 of convertible debt principal has been converted out of approximately $3,800,000 originally outstanding, reducing debt and increasing stockholders’ equity, but adding a substantial number of shares to the public market. Management stated that most conversion activity is complete, with less than $500,000 principal remaining, and noted that recent conversions were at a floor conversion price of $0.76 per share. The company emphasized that these mechanics have not changed the intrinsic value of its operating subsidiaries and that it remains focused on stabilizing its capital structure, completing near-term financing initiatives, and advancing its core businesses.
ProPhase Labs, Inc. reported that Board member Warren Hirsch resigned from the Board of Directors effective immediately on January 5, 2026. The company states that Mr. Hirsch’s resignation was not due to any disagreement with ProPhase Labs regarding its operations, policies, or practices, indicating an orderly and non-contentious departure. The Board and the company expressed appreciation for his service and contributions during his tenure.
ProPhase Labs, Inc. is implementing a 1-for-10 reverse stock split of its common stock. Stockholders approved the amendment to the Certificate of Incorporation and the Board of Directors authorized it, with a Certificate of Amendment filed in Delaware on December 2, 2025. The reverse split is intended to increase the trading price of the stock to meet continued Nasdaq listing requirements and becomes effective at 8:00 a.m. Eastern Time on December 22, 2025.
At that time, every 10 shares of common stock will automatically be combined into 1 share. No fractional shares will be issued; instead, any fractional amount will be rounded up so each affected holder receives one whole share. The reverse split applies uniformly, does not change the par value or authorized share count, and is not designed to alter relative ownership percentages aside from rounding. Following the effective date, the company expects to have approximately 5,768,951 shares outstanding, with proportionate adjustments to equity awards, warrants and other convertible securities.
ProPhase Labs, Inc. is implementing a 1-for-10 reverse stock split of its common stock to increase the per-share trading price and meet continued Nasdaq listing requirements. The split, previously approved by stockholders on November 24, 2025 and by the board on November 30, 2025, follows a Certificate of Amendment filed in Delaware on December 2, 2025 and becomes effective at 8:00 a.m. Eastern Time on December 22, 2025.
At the effective time, every 10 shares will combine into 1 share, with fractional positions rounded up so affected holders receive a whole share. The company expects to have approximately 5,768,951 shares of common stock issued and outstanding after the reverse split. The action applies uniformly to all stockholders and does not change the par value, authorized share count, or rights of the common stock, and related equity awards, warrants and other convertible securities will be adjusted proportionately while trading continues on Nasdaq under the PRPH symbol.
ProPhase Labs, Inc. implemented a reverse stock split of its common stock at a ratio of one share for every ten shares outstanding, effective December 2, 2025. The move is intended to increase the per-share trading price to meet continued listing requirements for the Nasdaq Capital Market.
As a result of the reverse split, every ten pre-split shares were automatically combined into one post-split share, with no change to the $0.0005 par value. Fractional share positions were rounded up to the nearest whole share, and no fractional shares were issued. Following the effective date, the company has approximately 5,768,951 shares of common stock issued and outstanding, and the stock continues to trade under the symbol PRPH.
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.
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.
ProPhase Labs, Inc. reported that on November 21, 2025 it received written confirmation from Avtech Capital, LLC to continue forbearance under an existing equipment lease. The updated schedule calls for weekly payments beginning November 28, 2025 until all past-due amounts are current, after which the original monthly payment terms under a February 25, 2025 forbearance arrangement will resume.
The company also disclosed that a judgment related to the Avtech equipment lease was entered in Utah on November 5, 2025 and first received by the company on November 19, 2025. ProPhase states this matter is limited to the lease arrangement and does not affect its operations, liquidity, or financial reporting. The most recent Form 10-Q already included required accruals, no restatement is needed, and the company expects to bring the lease current under the updated schedule while continuing to manage contracts in the ordinary course.
ProPhase Labs, Inc. filed an 8-K reporting that it issued a press release announcing its financial results for the third quarter ended September 30, 2025. The company is also hosting a conference call on November 19, 2025 at 2:00 p.m. Eastern Time to discuss these results and provide an update on corporate developments. The filing includes forward-looking statements, notably about ProPhase Labs’ ability to regain compliance with Nasdaq listing standards or obtain additional time to do so, highlighting ongoing attention to its exchange compliance status.
ProPhase Labs (PRPH) entered into an At‑the‑Market (ATM) Sales Agreement with WestPark Capital, allowing the company to offer and sell shares of its common stock from time to time through WestPark as sales agent. Sales, if any, will be made under ProPhase’s effective Form S‑3 (File No. 333-283182), declared effective on November 20, 2024, including through the Nasdaq Capital Market, as “at the market offerings” under Rule 415. The agent will receive 3.0% of gross proceeds from any share sales and reimbursement of certain expenses.
The agreement includes customary representations, warranties, indemnification and contribution provisions. ProPhase is not obligated to sell shares, may suspend sales, and either party may terminate the agreement upon notice.
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.
ProPhase Labs reported that stockholders approved several key measures at a special meeting. The company amended its certificate of incorporation to increase authorized common shares from 50,000,000 to 1,000,000,000, enabling a larger share reserve for a July 2025 convertible note and warrant financing that requires reserving 400% of the maximum shares issuable.
Stockholders also approved updated equity incentive plans for employees and directors, an advisory share repurchase program, and authorization under Nasdaq rules for issuances in a private placement. A prior $500,000 loan from Chairman and CEO Ted Karkus now carries a fully exercisable warrant for 500,000 common shares after the share increase was approved. As of August 1, 2025, 41,541,205 common shares were outstanding and entitled to vote, with 63.54% of shares represented at the meeting.
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.
ProPhase Labs, Inc. filed a Form 8-K to update shareholders on its proxy process and special meeting timing. The company issued a press release on August 19, 2025 stating it has filed its Definitive Proxy Statement with the SEC and received a “no further comments” letter from the SEC’s Division of Corporation Finance, Office of Life Sciences, confirming completion of the review of its Preliminary Proxy Statement on Schedule 14A.
The company also adjourned its Special Meeting of Shareholders from August 29, 2025 to September 9, 2025 at 4:00 p.m. Eastern Time in Lynbrook, New York. The additional time is intended to allow for proper dissemination of definitive proxy materials and to maintain compliance with applicable regulations. The filing reiterates standard forward-looking statement cautions, including references to the company’s ability to regain or maintain compliance with Nasdaq listing standards.
ProPhase Labs (PRPH) furnished a press release announcing its financial results for the second quarter ended June 30, 2025 and scheduled a conference call on August 13, 2025 at 2:00 p.m. Eastern Time to discuss those results and corporate developments. The filing explicitly states the press release and related information are being furnished and shall not be deemed "filed" under the Exchange Act or incorporated by reference, and it attaches the press release as Exhibit 99.1 plus a Cover Page Interactive Data File (Inline XBRL) as Exhibit 104. The report also contains forward-looking language addressing the company’s ability to regain Nasdaq listing compliance or obtain additional time from Nasdaq.
ProPhase Labs filed an amended 8-K to disclose material loan agreements executed on June 22, 2025. The company entered into two identical loan arrangements:
- Two $500,000 non-convertible loans with: - CEO/Chairman Ted Karkus (related party transaction) - An unaffiliated investor
- Key loan terms: - 20% original issue discount - 10% annual interest rate - 12-month maturity - Secured but subordinate to other potential lenders up to $6M - Prepayment allowed without penalty
- Each loan includes 500,000 unvested warrants to purchase common stock at $0.60 exercise price, subject to shareholder approval of authorized share increase
The Audit Committee approved the related-party transaction with Karkus, who receives a $10,000 non-accountable expense reimbursement. The warrant issuance was made under Securities Act Section 4(a)(2) exemption and Rule 506 of Regulation D.
ProPhase Labs (Nasdaq: PRPH) filed an 8-K disclosing two identical $500,000 secured loans executed on June 22 2025 with CEO Ted Karkus (a related-party) and an unaffiliated investor.
- 20% original-issue discount; company receives $400k per loan
- 10% annual interest; 12-month maturity; prepayable anytime
- Loans are subordinate to up to $6 million of future senior debt
- Company pays the CEO a $10,000 expense reimbursement
- Issued 500,000 unvested warrants at a $0.60 strike, vesting only after shareholder approval of additional authorized shares
The Audit Committee approved the related-party terms. The warrant issuance relies on Rule 506 of Regulation D. The filing creates a new financial obligation, unregistered equity issuance, and potential dilution, affecting near-term liquidity and governance optics.
ProPhase Labs (Nasdaq: PRPH) filed an 8-K (Item 3.01 & 7.01) disclosing it remains non-compliant with Nasdaq Listing Rule 5550(a)(2) after its shares closed below $1.00 for 30 consecutive trading days. Nasdaq granted a second 180-day extension, moving the cure deadline to December 22 2025. To regain compliance, PRPH must record a closing bid price of at least $1.00 for 10 consecutive business days and receive staff confirmation. Failure to do so will trigger a delisting notice and trading suspension, with only a non-staying appeal available. The company states it is otherwise compliant with all other listing standards and is “actively monitoring” its stock price while evaluating options. A related press release was furnished as Exhibit 99.1.
ProPhase Labs (Nasdaq:PRPH) filed a routine Form 8-K disclosing the appointment of Carolina Abenante, Esq. as an independent director effective June 20, 2025. She immediately joins the Nominating & Corporate Governance Committee and becomes Chair of the Compensation Committee; the Board also intends to add her to the Audit Committee after July 19, 2025, pending shareholder approval. Abenante, 55, is considered independent and financially literate under Nasdaq and SEC rules and brings tax, finance and legal expertise from prior executive roles at NYIAX and other AdTech firms. Director compensation matches existing non-employee terms: $48,000 annual cash retainer plus participation in the Director’s Equity Plan. The company reported no related-party transactions or family relationships.