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 (PRPH) entered into an At‑the‑Market (ATM) Sales Agreement with WestPark Capital, allowing the company to offer and sell shares of its common stock from time to time through WestPark as sales agent. Sales, if any, will be made under ProPhase’s effective Form S‑3 (File No. 333-283182), declared effective on November 20, 2024, including through the Nasdaq Capital Market, as “at the market offerings” under Rule 415. The agent will receive 3.0% of gross proceeds from any share sales and reimbursement of certain expenses.
The agreement includes customary representations, warranties, indemnification and contribution provisions. ProPhase is not obligated to sell shares, may suspend sales, and either party may terminate the agreement upon notice.
ProPhase Labs, Inc. entered into a Strategic Advisory and Private Placement Agreement with ThinkEquity LLC for a proposed best-efforts private placement of approximately $6,000,000 of its securities. ThinkEquity will act as exclusive strategic advisor, placement agent and investment banker for the company’s digital asset treasury strategy and this offering.
As compensation, ProPhase agreed to pay an 8% cash placement agent fee on the aggregate purchase price of securities sold, payable from gross proceeds at closing. The company will also issue placement agent warrants equal to 8% of the shares placed, including shares underlying any convertible securities, plus additional advisory warrants: 1,250,000 warrants at closing, 1,250,000 warrants when the company accumulates $50,000,000 in crypto, and 1,000,000 warrants when it accumulates $100,000,000 in crypto. ThinkEquity gains the right to appoint one board member once the company reaches $50,000,000 of crypto holdings.
ProPhase Labs reported that stockholders approved several key measures at a special meeting. The company amended its certificate of incorporation to increase authorized common shares from 50,000,000 to 1,000,000,000, enabling a larger share reserve for a July 2025 convertible note and warrant financing that requires reserving 400% of the maximum shares issuable.
Stockholders also approved updated equity incentive plans for employees and directors, an advisory share repurchase program, and authorization under Nasdaq rules for issuances in a private placement. A prior $500,000 loan from Chairman and CEO Ted Karkus now carries a fully exercisable warrant for 500,000 common shares after the share increase was approved. As of August 1, 2025, 41,541,205 common shares were outstanding and entitled to vote, with 63.54% of shares represented at the meeting.
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.
ProPhase Labs, Inc. terminated its Common Stock Purchase Agreement with Keystone Capital Partners, LLC, effective August 28, 2025. This agreement had provided an equity line facility giving ProPhase the right, but not the obligation, to sell common stock to Keystone for up to approximately $7.7 million in aggregate purchase price.
The company exercised its contractual right to end the facility in its sole discretion with one trading day’s written notice and incurred no penalties or termination fees. The company states there are no other material relationships between ProPhase or its affiliates and Keystone beyond this terminated agreement.
ProPhase Labs, Inc. filed a Form 8-K to update shareholders on its proxy process and special meeting timing. The company issued a press release on August 19, 2025 stating it has filed its Definitive Proxy Statement with the SEC and received a “no further comments” letter from the SEC’s Division of Corporation Finance, Office of Life Sciences, confirming completion of the review of its Preliminary Proxy Statement on Schedule 14A.
The company also adjourned its Special Meeting of Shareholders from August 29, 2025 to September 9, 2025 at 4:00 p.m. Eastern Time in Lynbrook, New York. The additional time is intended to allow for proper dissemination of definitive proxy materials and to maintain compliance with applicable regulations. The filing reiterates standard forward-looking statement cautions, including references to the company’s ability to regain or maintain compliance with Nasdaq listing standards.
ProPhase Labs (PRPH) filed a Definitive Proxy Statement presenting proposals for shareholders including amended equity plans and governance changes. The company proposes an Amended and Restated 2025 Employee Equity Compensation Plan and an Amended and Restated 2025 Directors' Equity Compensation Plan that, if approved, will add share reserves of +3,000,000 and +500,000 shares respectively and will supersede the 2022 plans. Individual option awards shown include grants such as 100,000, 300,000 (strike 6.00 expiring 3/16/2031), and other grants to executives and directors.
The proxy also lists director nominees and board information, including named directors Ted Karkus, Louis Gleckel, Warren Hirsch and others, and notes plan terms of 10 years for awarded options. Several proposals include charter/bylaw amendments and a Certificate of Amendment.
ProPhase Labs, Inc. reported net revenues of $1.25 million for the three months ended June 30, 2025, down from $1.50 million a year earlier, and $2.68 million for the six months versus $3.86 million a year prior. Gross profit improved to $0.73 million for the quarter from a loss the prior year, reflecting lower cost of goods sold.
The company had $169 thousand in cash and $42.04 million in total assets at June 30, 2025, versus $678 thousand and $63.20 million at year-end 2024. Loss from continuing operations after income taxes was $4.47 million for the quarter and $9.15 million for the six months. The six-month results include an $8.75 million gain on disposal of discontinued operations (PMI). Stockholders' equity was $11.44 million and shares outstanding were 41,541,205 as of August 11, 2025.
Material developments disclosed include the sale of PMI, completion of a BE-Smart validation study with >95% technical success, termination and settlement of New York leases with related asset write-offs and a $1.4 million lease termination loss, equity financing through a Keystone ELOC raising approximately $3.6 million net, and new short-term loan financings including two $625,000 notes issued June 22, 2025 with attached warrants.
ProPhase Labs (PRPH) furnished a press release announcing its financial results for the second quarter ended June 30, 2025 and scheduled a conference call on August 13, 2025 at 2:00 p.m. Eastern Time to discuss those results and corporate developments. The filing explicitly states the press release and related information are being furnished and shall not be deemed "filed" under the Exchange Act or incorporated by reference, and it attaches the press release as Exhibit 99.1 plus a Cover Page Interactive Data File (Inline XBRL) as Exhibit 104. The report also contains forward-looking language addressing the company’s ability to regain Nasdaq listing compliance or obtain additional time from Nasdaq.
ProPhase Labs, Inc. is soliciting proxies for a Special Meeting of stockholders to vote on six proposals at a meeting on August 29, 2025, including amendments to equity plans, a major increase in authorized common stock, a shareholder repurchase program, approval of a recent private placement, and a bylaw amendment to add the company address. The Board recommends that stockholders vote FOR Proposals 1 through 6.
Key figures disclosed include 41,541,205 shares outstanding as of the record date, a proposal to increase the company’s authorized common shares from 50,000,000 to 1,000,000,000 to enable a stated crypto treasury strategy, an increase of 3,000,000 shares for the employee equity plan and 500,000 shares for the directors’ plan, a non-binding share repurchase program authorizing up to $15 million in buybacks, and shareholder approval sought for issuance of up to 226,310,704 shares (and/or convertible/exercisable securities) in connection with a private placement entered into on July 22, 2025 that may result in issuance exceeding 20% of outstanding shares. The proxy discloses governance features for the proposed plans, including no discounted options, no repricing without shareholder approval, independent committee administration, no evergreen provision, and clawback provisions for awards.