Welcome to our dedicated page for ProPhase Labs SEC filings (Ticker: PRPH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ProPhase Labs, Inc. filings document material events, capital-structure changes, listing status, and operating updates for an OTC-traded life sciences, diagnostics, genomics and consumer health company. Form 8-K disclosures cover the BE-Smart™ esophageal cancer risk stratification test, Crown Medical Collections activity involving legacy COVID-19 testing receivables, shareholder communications, and updates on underlying assets.
The company’s SEC record also includes disclosures on common stock listed for OTC trading under PRPH, a Nasdaq Form 25 delisting notice, a reverse stock split, convertible debt conversions, an equity line stock purchase agreement, related warrant issuance, and unregistered equity sales. Periodic-reporting records include an NT 10-K notice tied to the year-end financial reporting process.
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. reported continued operating losses in its quarter ended September 30, 2025 while restructuring its diagnostics business and advancing key biotech assets. Quarterly revenue fell to $883,000 from $1.4 million a year earlier, and the company posted a net loss of $6.8 million versus a $6.6 million loss in the prior-year quarter. For the first nine months, revenue was $3.6 million and net loss narrowed to $7.3 million from $19.0 million, helped by an $8.7 million gain on disposal of discontinued operations.
The company deconsolidated its COVID-19 testing labs, which ceased testing in May 2025 and filed for Chapter 11 in September 2025, and now carries a $43.7 million investment in unconsolidated affiliates. Liquidity remains tight with $405,000 in cash, $58.8 million in total liabilities and $6.9 million of equity, supported by multiple high-cost loans and $3.8 million of July 2025 secured convertible notes. ProPhase continues to invest in its genomics and biopharma platforms, highlighted by a successful validation study and a newly issued U.S. patent for its BE-Smart esophageal pre-cancer diagnostic test, with commercialization steps planned in 2026.
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) disclosed an initial beneficial ownership report on Form 3 for director Carolina Abenante. The filing states that she beneficially owns no securities of the company as of 06/20/2025, the date she became a director. The form was filed by one reporting person and confirms no non-derivative or derivative holdings.
ProPhase Labs (PRPH) called a Special Meeting to approve six proposals that would reposition its capital structure and enable a digital-asset strategy. The Board seeks: (1) a charter amendment expressly permitting the Company to acquire, hold, exchange, and manage digital assets and blockchain-based instruments; (2) creation of a new non‑voting class of “Digital Treasury Shares” to represent fractional or tokenized interests in on‑chain assets; (3) authorization to issue digital tokens or tokenized securities representing up to 4.99% of outstanding equity for financing, compensation, partnerships, or treasury operations, all in compliance with securities laws.
Proposal 4 requests authority for a reverse or forward stock split in a range of 1‑for‑2 to 1‑for‑10, at the Board’s discretion, to support compliance with Nasdaq’s minimum bid‑price rule and broader strategic objectives. Proposal 5 would conditionally increase authorized common stock solely to satisfy existing contractual or derivative‑security obligations from prior financings. Proposal 6 permits adjournment to solicit additional proxies if needed. As context, shares outstanding were 41,879,017 as of April 29, 2025; this is a baseline figure, not the amount being offered.
ProPhase Labs (PRPH) filed a Form S-1 to register up to 226,310,704 shares of common stock for resale by selling stockholders. The registered shares comprise up to 205,310,704 issuable upon conversion of senior secured convertible notes and up to 21,000,000 issuable upon exercise of warrants, in each case issued under July 22, 2025 transaction documents.
The company is not selling any securities in this prospectus and will receive no proceeds from resales. It may receive cash only if warrants are exercised. ProPhase previously received approximately $2,751,343.20 in net proceeds from the private placement of the notes and warrants. The notes bear 10% interest, mature on July 22, 2026, and become convertible after four months at the lower of 80% of the lowest 10‑day VWAP or $1.25 per share, subject to a floor price. Warrants are exercisable at $0.50 per share through July 22, 2030.
Beneficial ownership is capped at 4.99% (or 9.99% on 61 days’ notice). Stockholders approved issuances above the 19.99% Nasdaq cap on September 9, 2025. Shares outstanding were 41,541,205 as of October 20, 2025. PRPH last traded at $0.529 on October 20, 2025. The filing warns that significant resales could increase volatility and pressure the stock price.
ProPhase Labs (PRPH) called a Special Meeting for November 24, 2025 to seek stockholder approvals that align its capital structure and governance with a potential digital‑asset strategy and Nasdaq listing needs. The Board recommends voting FOR all six proposals.
Key items include: a charter amendment to explicitly permit managing digital assets; creation of a new non‑voting class of Digital Treasury Shares; authorization to issue digital tokens or tokenized securities up to 4.99% of outstanding equity; and authority for the Board to effect one or more reverse or forward stock splits between 1‑for‑2 and 1‑for‑10 to help maintain Nasdaq compliance. The agenda also seeks a conditional increase in authorized common stock to satisfy obligations under existing financing instruments and the ability to adjourn the meeting to solicit additional proxies if needed. The record date is October 20, 2025, and each share has one vote.
ProPhase Labs (PRPH) launched an at-the-market (ATM) offering of up to $4,265,221 of common stock through WestPark Capital under a Sales Agreement. WestPark will act as sales agent or principal with a 3.0% commission, and sales may occur from time to time on Nasdaq. The company may also issue, sell, or pledge shares as collateral for loan or credit facilities, which will count toward the same aggregate cap.
The company affirms “baby shelf” eligibility: public float was $23,330,689 based on 38,884,482 non‑affiliate shares at $0.60 (October 6, 2025), and it has sold $3,277,563 of securities in the prior 12 months, allowing up to $4,265,221 under General Instruction I.B.6. Use of proceeds includes working capital, product development and commercialization, acquisitions, debt repayment, and potential exploration of a crypto treasury strategy; up to 25% of ATM net cash proceeds may be applied to July 2025 private placement Notes if required by the lead investor.
Shares outstanding were 41,541,205 as of October 6, 2025. The prospectus illustrates up to 48,987,772 shares after the offering, assuming 7,108,701 shares sold at $0.60 per share; actual issuance will vary with sale prices and any collateral arrangements.