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: March 31, 2026
☐
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 Quarterly Report on Form
10-Q for the Quarter Ended March 31, 2026.
The
delay in filing is primarily due to the additional time required to complete the Company’s year-end financial reporting process
and its Annual Report on Form 10-K, including the completion of 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 will be filed following
the Annual Report on Form 10-K when the Audit for the year ended December 31, 2025 is completed.
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 ☒
Annual
Report on Form 10-K for the Year Ended December 31, 2025 has not been filed.
(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.
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:
May 15, 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).
