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  4. [NT 10-Q] ProPhase Labs, Inc. SEC Filing

ProPhase Labs (PRPH) cites auditor review delays for late Q2 2026 10-Q filing

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
NT 10-Q

Rhea-AI Filing Summary

ProPhase Labs, Inc. filed a notification that it will not be able to timely file its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026. The company states the delay is primarily due to additional time required to complete review procedures by its independent registered public accounting firm.

The company indicates it is working diligently with its auditors to finalize the financial statements and related disclosures and expects to rely on Rule 12b‑25 to file the delayed report within the permitted extension period. It also notes that its Annual Report on Form 10‑K for the year ended December 31, 2025 has not yet been filed.

Positive

  • None.

Negative

  • Multiple SEC reports delayed: The company has not timely filed its Form 10‑Q for the quarter ended June 30, 2026 and also reports that its Form 10‑K for the year ended December 31, 2025 remains outstanding, indicating ongoing reporting delays.

Filing Explained

Until the June 30 quarterly report is filed, the latest supplied baseline is $31,000 cash as of March 31—3.7 historical days of operating cash use.

The August 14, 2026 filing is a Form 12b-25 notice—not the June 30, 2026 quarterly report—so the company has not yet supplied that quarter’s financial statements and related disclosures through this filing.

A Form 10-Q is the unaudited quarterly report, while this notice addresses the filing delay rather than reporting the quarter’s interim results.

The latest supplied quarter, ended March 31, 2026, reported $31,000 of cash and equivalents; that balance equals 3.7 days of the quarter’s historical operating cash use.

The material resolution point is the filing of the June 30, 2026 Form 10-Q, which would provide the quarter-end financial and liquidity disclosures currently unavailable in this notice.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $31,000 / ($748,000 / 90) = [object Object]
Quarter end for delayed 10-Q June 30, 2026 Period covered by the Quarterly Report on Form 10‑Q that was not filed on time
Year end for outstanding 10-K December 31, 2025 Fiscal year for the Annual Report on Form 10‑K that has not been filed
Signature date August 14, 2026 Date on which the notification of late filing was signed by the CEO
Extension period for quarterly reports five calendar days Rule 12b‑25 allows Form 10‑Q filings up to five days after the prescribed due date
Extension period for annual reports fifteenth calendar day Rule 12b‑25 allows Form 10‑K filings up to fifteen days after the prescribed due date
Rule 12b-25 regulatory
"the registrant seeks relief pursuant to <b>Rule 12b-25</b>(b)"
Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.
Quarterly Report on Form 10-Q regulatory
"to timely file its <b>Quarterly Report on Form 10-Q</b> for the Quarter Ended June 30, 2026"
A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.
Annual Report on Form 10-K regulatory
"<b>Annual Report on Form 10-K</b> for the Year Ended December 31, 2025 has not been filed"
An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.
independent registered public accounting firm financial
"review procedures performed by the Company’s <b>independent registered public accounting firm</b>"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

Why did ProPhase Labs (PRPH) file an NT 10-Q for the June 30, 2026 quarter?
ProPhase Labs filed the notice because it cannot timely file its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026. The company cites the additional time needed to complete review procedures by its independent registered public accounting firm.

What is causing the Form 10-Q filing delay for ProPhase Labs (PRPH)?
The delay is primarily due to the extra time required to complete review procedures performed by ProPhase Labs’ independent registered public accounting firm. The company says it is working diligently with its auditors to finalize the financial statements and disclosures.

Which reporting period does ProPhase Labs’ late Form 10-Q cover?
The late Form 10‑Q relates to ProPhase Labs’ quarter ended June 30, 2026. The company has notified regulators that it cannot file this quarterly report on time and intends to use the Rule 12b‑25 extension period.

Has ProPhase Labs (PRPH) missed any other SEC periodic reports?
Yes. ProPhase Labs states that its Annual Report on Form 10‑K for the year ended December 31, 2025 has not been filed. This is in addition to the delayed Form 10‑Q for the quarter ended June 30, 2026.

What does Rule 12b-25 mean for ProPhase Labs’ late Form 10-Q?
Rule 12b‑25 allows a company extra time to file certain reports when timely filing would require unreasonable effort or expense. ProPhase Labs indicates it plans to file the June 30, 2026 Form 10‑Q within this permitted extension window.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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: June 30, 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 June 30, 2026.

 

The delay in filing is primarily due to the additional time required to complete the Company’s review 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.

 

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.

 

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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: August 14, 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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Source: View Original Filing on SEC EDGAR