ProPhase Labs (PRPH) notifies SEC of delayed FY2025 10-K; expects 15-day filing

Rhea-AI Filing Summary

ProPhase Labs, Inc. notified the SEC that it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company attributes the delay to additional time needed to complete its year-end financial reporting, including the income tax provision and ongoing audit procedures by its independent registered public accounting firm. The company states it is working with auditors and expects to file within the fifteen-day extension period permitted under Rule 12b-25. The notification is signed by Ted Karkus, Chairman and CEO, dated March 27, 2026.

SEC FILE NUMBER 000-21617

CUSIP NUMBER 74345W108

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: ___________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

PROPHASE LABS, INC.

Full Name of Registrant

Former Name if Applicable

626 RXR Plaza, 6th Floor

Address of Principal Executive Office (Street and Number)

Uniondale, New York 11556

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

ProPhase Labs, Inc. (the “Company”) is unable, without unreasonable effort or expense, to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The delay in filing is primarily due to the additional time required to complete the Company’s year-end financial reporting process, including the completion of the Company’s income tax provision and the ongoing audit procedures performed by the Company’s independent registered public accounting firm.

The Company is working diligently with its auditors to finalize the financial statements and related disclosures and currently expects to file its Form 10-K within the fifteen-day extension period permitted under Rule 12b-25.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Ted Karkus, Chief Executive Officer		(516)		989-0763
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?

If the answer is no, identify report(s). Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☐ No ☒

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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PROPHASE LABS, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 27, 2026	By:	/s/ Ted Karkus
		Ted Karkus, Chairman of the Board and Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

  Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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FAQ

Why did ProPhase Labs (PRPH) file an NT 10-K notification?

The company could not complete its Annual Report due to additional time needed for year-end accounting and the income tax provision. The delay relates to completing audit procedures by the independent registered public accounting firm and finalizing related disclosures.

When does ProPhase Labs expect to file its Form 10-K for fiscal 2025?

ProPhase Labs expects to file its Form 10-K within the fifteen-day extension period permitted under Rule 12b-25. The company is working with its auditors to finalize the financial statements and related disclosures.

Who can be contacted about ProPhase Labs' late filing?

The designated contact is Ted Karkus, Chief Executive Officer, reachable at (516) 989-0763. This contact is listed on the Rule 12b-25 notification for inquiries regarding the late filing.

Does the notification say the company will miss other SEC reporting obligations?

The notification does not identify any other missed periodic reports. The form includes a checkbox question about other filings and does not list additional delinquent reports in the provided excerpt.

Will ProPhase Labs' reported results materially change from last year according to the notice?

The company answered the question about significant changes in results with a checkbox in the form; the excerpt does not include an affirmative narrative or quantitative estimate of anticipated changes in results of operations.