ROCKHard
1月前
On one hand Ted says things are looking up, making headway, getting alot better... and on the other hand he disclaim\s all his forward looking statements and bottom line delivered nada for many years. The narrative hasn't changed. The Stu Stint didn't happen, This and That got in the way. All the Investments into BSmart, Genomics, et al with such great characteristics and potential seem endlessly tied up in knots. We're counting on Covid Era Collections by a Group of Attorney's who seem very Stealthy and Clandestine, but yet again Ted's claiming they're making great progress as it's beginning to rain returns and the anticipated $50M+ will bring us back from our near-death experience. But we will have to wait and anticipate like always, it's beginning to feel more like a Coin-Flip Soap Opera in Mid-Flight 'As Ted Turns', hopefully some day soon before we all die we'll see the Promised Land he vividly over the years Promised us because he's a man of his word... Heads Up.
jobynimble
5月前
8K delisting notice…
Item 3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 29, 2025, ProPhase Labs, Inc. (the “Company”) received a letter from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company did not regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.
As previously disclosed, the Company was provided an initial 180-day compliance period, followed by an additional 180-day compliance period, to regain compliance with the minimum bid price requirement, which expired on December 22, 2025.
Nasdaq indicated that trading of the Company’s common stock will be suspended at the opening of business on January 5, 2026, and that Nasdaq will file a Form 25 with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
The Company intends to timely request a hearing before the Nasdaq Hearings Panel to appeal the staff determination.
In connection with the suspension of trading on Nasdaq, the Company is currently applying for quotation of its common stock on the OTC Markets.
Complete filing: https://www.sec.gov/ix?doc=/Archives/edgar/data/868278/000149315226000175/form8-k.htm
jobynimble
5月前
We have entered into a sales agreement (the “Sales Agreement”) with WestPark Capital, Inc. (“WestPark” or the “Sales Agent”) relating to shares of our common stock, $0.0005 par value per share, offered by this prospectus supplement and accompanying base prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock from time to time up to an aggregate offering price of $5,289,599.84 of shares of Common Stock through or to the Sales Agent, acting as sales agent or principal.
Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell shares of common stock by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
We will pay the Sales Agent a total commission for its services in acting as agent in the sale of common stock equal to 3.0% of the gross sales price per share of all shares sold through the Sales Agent as agent under the Sales Agreement. See “Plan of Distribution” for information relating to certain expenses of the Sales Agent to be reimbursed by us.
In connection with the sale of common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation to the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act.
In addition to sales of shares through or to the Sales Agent as described in this prospectus supplement, we may from time-to-time issue, sell, or pledge a portion of the shares offered by this prospectus supplement as collateral to secure loan or credit facilities with third-party lenders. Any such issuances or pledges will not exceed the aggregate dollar amount of securities registered under our shelf registration statement and will be counted against the maximum limit of securities we are permitted to offer and sell under the “baby shelf” rules applicable to smaller reporting companies. The Sales Agent will not receive any compensation from the issuance, sale, or pledge of the collateral shares. See “Use of Proceeds” and “Plan of Distribution” for additional information.
Our common stock is traded on The Nasdaq Capital Market tier of The Nasdaq Stock Market, LLC under the symbol “PRPH.” On December 17, 2025, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.11 per share.
As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, or our public float, was approximately $30,208,445.51 based on 56,997,067 outstanding shares of common stock held by non-affiliates and a per share price of $0.53, the closing price of our common stock on October 10, 2025, which is the highest closing sale price of our common stock on the Nasdaq Capital Market within the prior 60 days. We have sold an aggregate of $4,779,882 of securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement. We are thus currently eligible to offer and sell up to an aggregate of $5,289,599.84 of our common stock pursuant to General Instruction I.B.6 of Form S-3.
We are a smaller reporting company under Rule 405 of the Securities Act and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus, the documents incorporated by reference herein and future filings.
jobynimble
6月前
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2025
PROPHASE LABS, INC.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 30, 2025, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of one (1) share for every ten (10) shares of common stock outstanding.
The Company effected the Reverse Stock Split in connection with its reverse merger strategy as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 21, 2025.
On December 2, 2025, ProPhase Labs, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0005 per share (the “Common Stock”) (the “Reverse Stock Split”). The Certificate of Amendment became effective on December 2, 2025. The reverse stock split was implemented to increase the per-share trading price of the Company’s common stock to meet continued listing requirements. The Reverse Stock Split will become effective as of 8:00 a.m., Eastern Time, on December 22, 2025 (the “Effective Time”).
At the Effective Time, every 10 shares of Common Stock issued and outstanding immediately prior to the Effective Time will automatically be combined into one issued and outstanding share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, any stockholder who otherwise would be entitled to receive a fractional share as a result of the Reverse Stock Split will receive one whole share of Common Stock in lieu of such fractional share, with the result that all fractional shares will be rounded up to the nearest whole share.
The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in the Company, except for adjustments that may result from the treatment of fractional shares as described above. The Reverse Stock Split will not change the par value of the Common Stock and will not affect the number of authorized shares of Common Stock or the rights and preferences of the Common Stock. Proportionate adjustments will be made to the number of shares of Common Stock underlying the Company’s outstanding equity awards, warrants and other convertible securities, as well as the applicable exercise or conversion prices, as required by the terms of each such security or plan.
The Company has notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Reverse Stock Split. Nasdaq rules require at least ten calendar days’ advance notice before the Reverse Stock Split will be reflected in the trading of the Company’s Common Stock. The Company expects that its Common Stock will begin trading on a Reverse Stock Split-adjusted basis on Nasdaq at the market open on [expected first trading date], 2025, under the existing trading symbol “PRPH.” In connection with the Reverse Stock Split, the Company’s Common Stock is expected to begin trading under new CUSIP number.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Complete filing: https://www.sec.gov/Archives/edgar/data/868278/000149315225027399/form8-ka.htm
tw0122
7月前
Caught it at .28 for flip...ProPhase Labs, Inc. (NASDAQ: PRPH) (the “Company” or “ProPhase”) today announced it is in M&A related discussions not connected to a crypto treasury strategy. These discussions, if successful, could potentially recognize the underlying value of ProPhase at multiples of its current share price. The Company believes meaningful value drivers, including the Crown Medical collections initiative, commercialization of the BE-Smart Esophageal Cancer Test, and the now-profitable, restructured Nebula Genomics subsidiary, remain significantly undervalued by the market.Achieving quorum and voting in favor of the current proxy proposals is essential to maintaining NASDAQ compliance and enabling the Company to move forward with these strategic initiatives. ProPhase anticipates updating shareholders in the near future.Near-Term Value Drivers Not Reflected in Current Share Price:• $50M+ net Crown Medical collections entering the settlement phase• Landmark Mayo Clinic validated BE-Smartcommercialization• Nebula Genomics now profitable on a pro-forma basis• Multiple inbound strategic and partnership inquiries for BE-Smart and the Company as a wholeThe bankruptcy court has approved the ProPhase Labs subsidiaries’ Chapter 11 proceedings, and Crown Medical Collections has been formally appointed as Special Counsel. This key milestone allows Crown Medical Collections to initiate litigation directly against the insurance carriers. One claim has already been successfully resolved. Crown Medical Collections brings extensive experience in recovering COVID-19 testing claims accumulated throughout the pandemic, further strengthening the Company’s position as it proceeds.Because the bankruptcy structure streamlines the process and bypasses months of traditional pleadings, Crown Medical Collections can accelerate litigation efforts. The team is now entering “meet and confer” discussions that have been strategically prepared over recent months, with the Company anticipating meaningful settlements within the next few months.The Company expects that proceeds generated through Crown Medical Collections’ recovery efforts will provide substantial non-dilutive capital to advance BE-Smart commercialization, support Nebula Genomics’ growth, and fund other key initiatives.ProPhase is beginning the next phase of commercialization for BE-Smart, its advanced esophageal cancer risk-stratification assay, following the recent peer-reviewed publication of the Mayo Clinic validation study in Clinical and Translational Gastroenterology. This independent validation confirms BE-Smart’s accuracy in Barrett’s esophagus risk detection and positions the assay for clinical launch and partnership activity.The Mayo Clinic-led study provided independent, unbiased validation with several Mayo Clinic GI pathologists as senior authors. Combined with five years of performance and utility data presented at major GI conferences, the assay is fully positioned for real-world deployment.“With Mayo Clinic’s validation and publication in Clinical and Translational Gastroenterology, BE-Smart has proven itself as a next-generation molecular triage tool for Barrett’s disease,” said Ted Karkus, CEO. “The test’s ability to detect progressors from minimal biopsy material with high accuracy and throughput enables a powerful step forward in managing esophageal cancer risk.”Powered by a patented protein panel of biomarkers that specifically differentiates progression from Barrett’s esophagus into esophageal adenocarcinoma, the platform delivers an objective, actionable risk score for early intervention.ProPhase has outlined a 12-month commercialization roadmap that includes:• Launching a clinical integration program across community and academic GI practices• Expanded KOL engagement• EHR automation for ordering/reporting• Reimbursement and distribution strategy development• Early-access cash-pay program initiationFollowing publication, the Company has received multiple partnership inquiries from industry and clinical groups. ProPhase remains open to strategic opportunities aimed at accelerating BE-Smart’s availability to physicians and patients.BE-Smart represents the next evolution in Barrett’s disease triage, combining high performance, multiplex capability, high throughput, and exceptional accuracy using minimal tissue. The Company expects additional clinical and commercial updates in the coming months and throughout 2026.“The public markets are not yet reflecting the true value of ProPhase or the multi-year opportunities now in front of us,” said Ted Karkus, CEO and Chairman. “With Crown Medical recoveries underway, a validated and commercially ready cancer test with significant market potential, and a restructured, profitable genomics business, we see a clear path to value creation that we believe far exceeds our current share price.”..
jobynimble
7月前
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE DEF 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Dear Stockholder:
The ProPhase Labs, Inc. Special Meeting of Stockholders (the “Special Meeting”) will be held on Monday, November 24, 2025, at 10:00 a.m. Eastern Time, at 273 Merrick Road, Lynbrook, NY 11563. The meeting will start promptly at 10:00 a.m., Eastern Time.
Stockholders are invited to attend the Special Meeting. Whether or not you plan to attend the Special Meeting in person, your vote is important. Please vote your shares by proxy in advance of the Special Meeting as instructed in the enclosed proxy card if you are a record holder or, for shares held in street name, the voting instruction form provided by your bank, broker or nominee. Even if you have voted by proxy, you may still vote in person if you attend the Special Meeting. Please note, however, that if your shares are held of record by a bank, broker or similar institution and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder.
Details of the business to be conducted at the Special Meeting are included in the attached Notice of Special Meeting and Proxy Statement.
Very truly yours,
/s/ Ted Karkus
Ted Karkus
Chairman of the Board of Directors
and Chief Executive Officer
TO THE STOCKHOLDERS OF PROPHASE LABS, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of ProPhase Labs, Inc. (the “Company”), a Delaware corporation, will be held at 273 Merrick Road, Lynbrook, NY 11563, on Monday, November 24, 2025, at 10:00 a.m., Eastern Time, for the following purposes:
(1) To approve an amendment to the Company’s Certificate of Incorporation to clarify that the Company may acquire, hold, exchange, and manage digital assets, blockchain-based instruments, as part of a digital asset and corporate crypto treasury management strategy (the “Digital Asset Charter Amendment”) (Proposal 1);
(2) To approve an amendment to the Company’s Certificate of Incorporation to create a new class of “Digital Treasury Shares” (or such other designation as the Board may determine), that may represent fractional or tokenized interests in digital or blockchain-based assets (the “Digital Treasury Shares Proposal”) (Proposal 2);
(3) To authorize the potential issuance of digital tokens or tokenized securities representing up to 4.99% of the Company’s outstanding equity, for use in financing, compensation, strategic partnerships, or treasury operations in furtherance of the Company’s digital asset strategy (the “Tokenized Issuance”) (Proposal 3);
(4) To approve an amendment to the Company’s Certificate of Incorporation authorizing the Board, without further stockholder approval, to effect one or more reverse or forward stock splits of the Company’s Common Stock, to set the timing of a stock split, or to refrain from taking such action, at a ratio to be determined by the Board (but not less than 1-for-2 and not greater than 1-for-10), to maintain compliance with Nasdaq Listing Rule 5810(c)(3)(A) and to support the Company’s strategic objectives, including its exploration of digital asset initiatives, and, at the discretion of the Board of Directors, a corresponding reduction in the number of authorized shares of common stock (the “Split Authorization”) (Proposal 4);
(5)
To approve a conditional amendment to increase authorized Common Stock in order to satisfy outstanding contractual or derivative-security obligations (the “Increase Proposal”) (Proposal 5);
(6) To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies (the “Adjournment Proposal”) (Proposal 6); and
(7) To transact such other business as may properly come before the meeting.
These items of business are more fully described in the proxy statement accompanying this Notice.
Complete filing: https://www.sec.gov/Archives/edgar/data/868278/000149315225020375/formdef14a.htm
jobynimble
8月前
8-K out…
Item 1.01 Entry into a Material Definitive Agreement.
On October 9, 2025, ProPhase Labs, Inc. (the “Company”) entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with WestPark Capital, Inc. (“Agent”), pursuant to which the Company may offer and sell shares of its common stock, par value $0.0005 per share (“Common Stock”) from time to time through the Agent as the Company’s sales agent.
Pursuant to the Sales Agreement, sales of the Shares, if any, will be made under the Company’s Registration Statement on Form S-3 (File No. 333-283182), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 20, 2024, and the related prospectus and prospectus supplement. The Company may sell the Shares in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market or any other trading market for the Common Stock. The Agent is entitled to compensation of 3.0% of the gross proceeds from the sales of any Shares pursuant to the Sales Agreement and will be reimbursed for certain expenses.
The Sales Agreement contains customary representations, warranties, and covenants of the Company and the Agent, indemnification and contribution provisions, and conditions precedent to the sale of the Shares pursuant to the Sales Agreement. The Company may terminate the Sales Agreement at any time upon notice to the Agent.
The Company is not obligated to sell any Shares under the Sales Agreement and may at any time suspend sales pursuant to the Sales Agreement upon notice to the Agent and subject to the terms of the Sales Agreement. The Sales Agreement may be terminated by either party at any time upon notice to the other party. The Company and the Agent have made customary representations, warranties and covenants in the Sales Agreement concerning the Company, the Registration Statement and the offering of the Shares.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Complete filing: https://www.sec.gov/Archives/edgar/data/868278/000149315225018123/form8-k.htm
investtemp
9月前
Written Consent of the Independent Bankruptcy Committee of
ProPhase Diagnostics NY, Inc.
The undersigned, Derek DeStefano, sole member and Chair of the Independent Bankruptcy
Committee of ProPhase Diagnostics NY, Inc., a Delaware corporation, acting pursuant to Section
141(f) of the Delaware General Corporation Code, does hereby adopt the following resolutions
by unanimous written consent in lieu of a meeting and directs that this consent be filed with the
minutes of proceedings of the board of directors of the Corporation.
WHEREAS, the Board of Directors has delegated authority to the Independent Bankruptcy
Committee (“IBC”); and
WHEREAS, Mr. DeStefano is the sole member and Chair of the IBC;
IT IS THEREFORE resolved as follows:
RESOLVED, that it is in the best interests of the Corporation to initiate a case in Chapter 11
Reorganization under the U.S. Bankruptcy Code;
FURTHER RESOLVED, that the Corporation shall intiate a Chapter 11 Reorganization under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the
District of New Jersey (Trenton vicinage), including seeking joint administration with cases of
affiliated entities if advisable, and to execute, deliver, and file all petitions, schedules, motions,
applications, and other documents in connection therewith.
FURTHER RESOLVED, that the Corporation is authorized to employ and retain Thaddeus R.
Maciag, Esq. and Maciag Law LLC as bankruptcy counsel to the Corporation, and to retain such
other professionals as may be necessary or desirable, including qualified accounting firms and
special litigation counsel, in each case on such terms as may be approved by the Bankruptcy
Court; and
FURTHER RESOLVED, pursuant to the foregoing, that the Corporation is further authorized
to, if the IBC deems it necessary, retain on behalf of the Corporation (a) qualified accounting
firm to render accounting and other services to the Corporation; and (b) Special Litigation
Counsel, to render litigation services to the Corporation, in connection with the Chapter 11
proceedings, the restructuring of the Corporation’s assets and liabilities, and other related
matters, on such terms as the Bankruptcy Court may approve.
IN WITNESS WHEREOF, the undersigned sole member and Chair of the IBC has executed
this Unanimous Written Consent as of September 21, 2025.
PROPHASE DIAGNOSTICS NY, INC.
a Delaware corporation
(as Sole Member and Chair of the IBC)
Case 25-19836-CMG Doc 2 Filed 09/22/25 Entered 09/22/25 02:38:37 Desc Main
Document Page 1 of 8
jobynimble
9月前
8-K out…
https://www.sec.gov/Archives/edgar/data/868278/000149315225012414/form8-k.htm
Item 1.02. Termination of a Material Definitive Agreement.
On August 27, 2025, ProPhase Labs, Inc. (the “Company”) delivered notice to Keystone Capital Partners, LLC (“Keystone”) to terminate, effective the next trading day, the Common Stock Purchase Agreement dated January 29, 2025, between the Company and Keystone (the “Keystone Agreement”). Pursuant to such notice, the Keystone Agreement terminated effectively on Thursday, August 28, 2025.
The Keystone Agreement established an equity line of credit facility under which the Company had the right, but not the obligation, to sell shares of its common stock to Keystone up to an aggregate purchase price of approximately $7.7 million. The Keystone Agreement provided that the Company could terminate the facility at any time, in its sole discretion, upon one trading day’s prior written notice, without cost or penalty. The Company terminated the Keystone Agreement in its sole discretion and incurred no penalties or termination fees in connection with the termination. Other than the Keystone Agreement, there are no material relationships between the Company or its affiliates and Keystone.
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