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 filed an amended 8-K to disclose material loan agreements executed on June 22, 2025. The company entered into two identical loan arrangements:
- Two $500,000 non-convertible loans with: - CEO/Chairman Ted Karkus (related party transaction) - An unaffiliated investor
- Key loan terms: - 20% original issue discount - 10% annual interest rate - 12-month maturity - Secured but subordinate to other potential lenders up to $6M - Prepayment allowed without penalty
- Each loan includes 500,000 unvested warrants to purchase common stock at $0.60 exercise price, subject to shareholder approval of authorized share increase
The Audit Committee approved the related-party transaction with Karkus, who receives a $10,000 non-accountable expense reimbursement. The warrant issuance was made under Securities Act Section 4(a)(2) exemption and Rule 506 of Regulation D.
ProPhase Labs (Nasdaq: PRPH) filed an 8-K disclosing two identical $500,000 secured loans executed on June 22 2025 with CEO Ted Karkus (a related-party) and an unaffiliated investor.
- 20% original-issue discount; company receives $400k per loan
- 10% annual interest; 12-month maturity; prepayable anytime
- Loans are subordinate to up to $6 million of future senior debt
- Company pays the CEO a $10,000 expense reimbursement
- Issued 500,000 unvested warrants at a $0.60 strike, vesting only after shareholder approval of additional authorized shares
The Audit Committee approved the related-party terms. The warrant issuance relies on Rule 506 of Regulation D. The filing creates a new financial obligation, unregistered equity issuance, and potential dilution, affecting near-term liquidity and governance optics.
ProPhase Labs (Nasdaq: PRPH) filed an 8-K (Item 3.01 & 7.01) disclosing it remains non-compliant with Nasdaq Listing Rule 5550(a)(2) after its shares closed below $1.00 for 30 consecutive trading days. Nasdaq granted a second 180-day extension, moving the cure deadline to December 22 2025. To regain compliance, PRPH must record a closing bid price of at least $1.00 for 10 consecutive business days and receive staff confirmation. Failure to do so will trigger a delisting notice and trading suspension, with only a non-staying appeal available. The company states it is otherwise compliant with all other listing standards and is “actively monitoring” its stock price while evaluating options. A related press release was furnished as Exhibit 99.1.