[Form 4] ProPhase Labs, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ProPhase Labs director and CEO & Chairman Ted Karkus was issued a warrant to purchase 500,000 shares of ProPhase Labs common stock as of 09/09/2025. The warrant has a $0.60 exercise price, a five-year term expiring 09/09/2030, and was issued as consideration tied to a related-party loan dated 06/22/2025. Issuance occurred only after shareholders approved increasing authorized common shares from 50,000,000 to 1,000,000,000 on 09/09/2025. The transaction is reported on Form 4 and the warrant details are described in the company’s Current Report on Form 8-K/A filed 06/26/2025.

Positive

• Warrant issuance is fully disclosed on Form 4 with reference to the related 8-K/A, providing transparency on terms
• Shareholder approval was obtained to increase authorized shares, enabling the company to complete the agreed issuance

Negative

• Related-party transaction: the warrant was issued as consideration for a loan from the CEO & Chairman, which raises governance oversight considerations
• Potential dilution from 500,000 warrants exercisable into common stock at $0.60 through 09/09/2030

Insights

Corporate Governance Expert

TL;DR Related-party loan resulted in issuance of 500,000 warrants after shareholder approval to increase authorized shares.

The transaction is a clear related-party arrangement: the CEO and Chairman provided a loan to the issuer and received a warrant as consideration contingent on shareholder approval to increase authorized shares. Material governance points include board/officer participation in a financing that created equity-linked consideration and the need for transparent disclosure of the terms in the referenced 8-K/A. Investors should note the direct link between the loan agreement and the equity instrument issuance; this raises standard governance questions about arm’s-length terms and disclosure adequacy, all of which are documented in the filings.

Securities Analyst

TL;DR 500,000 warrants at $0.60 exercised over five years may create dilution, issued as part of related-party financing.

From a securities perspective the warrant gives the holder the right to acquire 500,000 common shares at $0.60 through 09/09/2030. The issuance followed shareholder approval to expand authorized shares, enabling the company to issue the instrument. The Form 4 references the underlying 8-K/A for full economic terms and confirms direct beneficial ownership post-transaction. The item is transaction-level and routine for insider-financing arrangements; it is material to share count and capitalization but the filings provide the operative dates, exercise price, and expiration explicitly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Karkus Ted William

(Last) (First) (Middle)

626 RXR PLAZA, 6TH FLOOR

(Street)

UNIONDALE, NY 11556

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ProPhase Labs, Inc. [ PRPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
warrants	$0.6	09/09/2025		A		500,000		(1)	09/09/2030	Common Stock	500,000	$0.00	500,000	D

Explanation of Responses:

1. Warrants issued upon increase in authorized shares being approved by shareholders. The Reporting Person loaned PRPH funds, with a contingency that a warrant to purchase 500,000 shares of the Issuer's common stock at an exercise price of $0.60 per share would be issued if and only if the company's shareholders approved an amendment to the Certificate of Incorporation increasing the authorized shares of common stock from 50,000,000 to 1,000,000,000. Shareholders approved the increase in the authorized shares on September 9, 2025. The Warrant is described in the Issuer's Current Report on Form 8-K/A filed June 26, 2025 (Item 1.01), which states the Warrant has a five-year term. The expiration date shown (09/09/2030) is a five-year term from the issuance date. The Warrant was issued as consideration in connection with a related-party loan agreement between the Issuer and the Reporting Person dated June 22, 2025. See Form 8-K/A filed June 26, 2025 for additional details.

	/s/ Ted Karkus	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Ted Karkus report on the Form 4 for PRPH?

The Form 4 reports issuance of a warrant to purchase 500,000 common shares to Ted Karkus on 09/09/2025 as consideration related to a loan.

What are the terms of the warrant reported for PRPH?

The warrant has an exercise price of $0.60, a five-year term expiring on 09/09/2030, and covers 500,000 shares of common stock.

Why was the warrant issued according to the filing?

The warrant was issued as consideration under a related-party loan agreement dated 06/22/2025 and became issuable after shareholder approval to increase authorized shares on 09/09/2025.

Was shareholder approval required for this issuance?

Yes. Shareholders approved increasing authorized common shares from 50,000,000 to 1,000,000,000 on 09/09/2025, enabling the warrant issuance.

Where can I find more details about the warrant and loan terms?

The Form 4 references the Issuer’s Current Report on Form 8-K/A filed 06/26/2025 for additional details on the warrant and related-party loan.