PRPH / ProPhase Labs, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ProPhase Labs, Inc.
US ˙ NasdaqCM ˙ US74345W1080

Mga Batayang Estadistika
CIK 868278
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ProPhase Labs, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 28, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 PROPHASE LABS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File N

August 28, 2025 EX-10.1

[August 27, 2025]

Exhibit 10.1 [August 27, 2025] Keystone Capital Partners, LLC 139 Fulton Street, Suite 412 New York, NY 10038 Telephone Number: (646) 349-0916 Email: [email protected] Attention: Fredric G. Zaino Re: Termination of Common Stock Purchase Agreement Ladies and Gentlemen: Reference is made to the Common Stock Purchase Agreement (the “Agreement”) dated January 29, 2025, by and between ProPhase Labs, I

August 19, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 PROPHASE LABS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File N

August 19, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

August 19, 2025 EX-99.1

ProPhase Labs Announces Filing of Definitive Proxy Statement and New Date for Special Meeting of Shareholders

Exhibit 99.1 ProPhase Labs Announces Filing of Definitive Proxy Statement and New Date for Special Meeting of Shareholders UNIONDALE, NY, August 19, 2025 (GLOBE NEWSWIRE) – ProPhase Labs, Inc. (NASDAQ: PRPH) (the “Company” or “ProPhase”), a next generation biotech, genomics and consumer products company, today announced that it filed a definitive proxy statement (“DEF 14A”) with the U.S. Securitie

August 15, 2025 DEF 14A

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

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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

August 15, 2025 EX-99

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION PROPHASE LABS, INC.

Exhibit 6 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC.

August 15, 2025 EX-1

EX-1

Exhibit 1

August 15, 2025 EX-3

THE PROPHASE LABS, INC. AMENDED AND RESTATED 2025 EQUITY COMPENSATION PLAN

Exhibit 3 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2025 EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to aid ProPhase Labs, Inc. (the “Company”) and its Affiliates in recruiting and retaining employees, consultants and advisors of outstanding ability and to motivate them to exert their best efforts on behalf of the Company and its stockholders by providing incentiv

August 15, 2025 EX-4

THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 DIRECTORS’ EQUITY COMPENSATION PLAN

Exhibit 4 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 DIRECTORS’ EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to attract and retain highly qualified individuals to serve on the Board of Directors of the Company, to relate Directors’ compensation more closely to the Company’s performance and its stockholders’ interests, and to increase Directors’ stock ownership

August 15, 2025 EX-7

BYLAWS OF PROPHASE LABS, INC. (This amendment shall become effective upon approval by the Company’s shareholders at the 2025 Special Meeting of Shareholders.) ARTICLE I – OFFICES

Exhibit 7 BYLAWS OF PROPHASE LABS, INC. (This amendment shall become effective upon approval by the Company’s shareholders at the 2025 Special Meeting of Shareholders.) ARTICLE I – OFFICES Section 1. The registered office of Prophase Labs, Inc. (the “Corporation”) in the State of Delaware is 874 Walker Road, Suite C, Dover, DE 19904. The name of its registered agent at such address is United Corpo

August 15, 2025 EX-2

THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 EQUITY COMPENSATION PLAN

Exhibit 2 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to aid ProPhase Labs, Inc. (the “Company”) and its Affiliates in recruiting and retaining employees, consultants and advisors of outstanding ability and to motivate them to exert their best efforts on behalf of the Company and its stockholders by providing incentiv

August 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 PROPHASE LABS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File N

August 13, 2025 EX-99.1

ProPhase Labs Announces Financial Results for the Three and Six Months Ended June 30, 2025 ProPhase Delivers Significant Operational and Financial Improvements, Advances Multiple Non-Dilutive Liquidity Initiatives, and Targets Transformational Growth

Exhibit 99.1 ProPhase Labs Announces Financial Results for the Three and Six Months Ended June 30, 2025 ProPhase Delivers Significant Operational and Financial Improvements, Advances Multiple Non-Dilutive Liquidity Initiatives, and Targets Transformational Growth Catalysts Company granted key U.S. patent on BE-Smart™ Esophageal Adenocarcinoma Risk Assessment test (August 2025) Company to hold a vi

August 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs, Inc. (E

August 8, 2025 EX-4

Amended and Restated 2025 Directors’ Equity Compensation Plan (Proposal 2)

Exhibit 4 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 DIRECTORS’ EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to attract and retain highly qualified individuals to serve on the Board of Directors of the Company, to relate Directors’ compensation more closely to the Company’s performance and its stockholders’ interests, and to increase Directors’ stock ownership

August 8, 2025 EX-3

2025 Employee Equity Plan (redlined to show changes from Amended and Restated 2022 Employee Equity Plan) (Proposal 1)

Exhibit 3 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2025 EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to aid ProPhase Labs, Inc. (the “Company”) and its Affiliates in recruiting and retaining employees, consultants and advisors of outstanding ability and to motivate them to exert their best efforts on behalf of the Company and its stockholders by providing incentiv

August 8, 2025 EX-7

Amended and Restated Bylaws (reflecting change of principal executive office address) (Proposal 6)

Exhibit 7 BYLAWS OF PROPHASE LABS, INC. (This amendment shall become effective upon approval by the Company’s shareholders at the 2025 Special Meeting of Shareholders.) ARTICLE I – OFFICES Section 1. The registered office of Prophase Labs, Inc. (the “Corporation”) in the State of Delaware is 874 Walker Road, Suite C, Dover, DE 19904. The name of its registered agent at such address is United Corpo

August 8, 2025 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE PRE 14A/A Amendment No. 1 (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE PRE 14A/A Amendment No.

August 8, 2025 EX-2

Amended and Restated 2025 Employee Equity Compensation Plan (Proposal 1)

Exhibit 2 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to aid ProPhase Labs, Inc. (the “Company”) and its Affiliates in recruiting and retaining employees, consultants and advisors of outstanding ability and to motivate them to exert their best efforts on behalf of the Company and its stockholders by providing incentiv

August 8, 2025 EX-1

Proxy Card

Exhibit 1

August 8, 2025 EX-99

Certificate of Amendment to the Certificate of Incorporation (Proposal 3)

Exhibit 6 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC.

August 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 PROPHASE LABS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Nu

July 29, 2025 EX-99.1

ProPhase Labs Announces Special Meeting of Shareholders and Filing of Preliminary Proxy Statement

Exhibit 99.1 ProPhase Labs Announces Special Meeting of Shareholders and Filing of Preliminary Proxy Statement Proxy Sets Company on a Path to Attract the Optimal Crypto Treasury Strategy Increase in Authorized Shares to 1 Billion Would Position the Company to Attract Industry-Leading Market Participants and High-Value Crypto Treasury Transactions UNIONDALE, NY, July 29, 2025 (GLOBE NEWSWIRE) – Pr

July 29, 2025 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

July 28, 2025 EX-7

Amended and Restated Bylaws (reflecting change of principal executive office address) (Proposal 6)

Exhibit 7 BYLAWS OF PROPHASE LABS, INC. (This amendment shall become effective upon approval by the Company’s shareholders at the 2025 Special Meeting of Shareholders.) ARTICLE I – OFFICES Section 1. The registered office of Prophase Labs, Inc. (the “Corporation”) in the State of Delaware is 874 Walker Road, Suite C, Dover, DE 19904. The name of its registered agent at such address is United Corpo

July 28, 2025 EX-4

Amended and Restated 2025 Directors’ Equity Compensation Plan (Proposal 2)

Exhibit 4 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 DIRECTORS’ EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to attract and retain highly qualified individuals to serve on the Board of Directors of the Company, to relate Directors’ compensation more closely to the Company’s performance and its stockholders’ interests, and to increase Directors’ stock ownership

July 28, 2025 EX-10.6

Transfer Agent Reservation Letter, dated July 22, 2025 (portions redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

Exhibit 10.6 July 22, 2025 Equiniti Trust Company LLC 28 Liberty Street, Floor 53 New York, NY 10005 Attention: REDACTED, Team Lead Team Email: REDACTED Instruction to Reserve Shares Ladies and Gentlemen: The undersigned ProPhase Labs, Inc., a Delaware corporation (the “Company”), and certain investors identified therein (the “Investors”), including the undersigned REDACTED (“Lead Investor”) have

July 28, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

July 28, 2025 EX-10.3

Form of Common Stock Purchase Warrant (portions redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

July 28, 2025 EX-10.2

Form of 20% OID Senior Secured Convertible Note (portions redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

July 28, 2025 EX-99

Certificate of Amendment to the Certificate of Incorporation (Proposal 3)

Exhibit 6 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC.

July 28, 2025 EX-10.1

Securities Purchase Agreement, dated as of July 22, 2025 (portions redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2025 and is by and between ProPhase Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”). WHEREAS, the Investors wish to

July 28, 2025 EX-1

Proxy Card

Exhibit 1

July 28, 2025 EX-3

2025 Employee Equity Plan (redlined to show changes from Amended and Restated 2022 Employee Equity Plan) (Proposal 1)

Exhibit 3 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2025 EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to aid ProPhase Labs, Inc. (the “Company”) and its Affiliates in recruiting and retaining employees, consultants and advisors of outstanding ability and to motivate them to exert their best efforts on behalf of the Company and its stockholders by providing incentiv

July 28, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE PRE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE PRE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

July 28, 2025 EX-10.4

Registration Rights Agreement, dated July 22, 2025 (portions redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

Exhibit 10.4 Registration Rights Agreement THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2025, is by and among ProPhase Labs, Inc., a Delaware corporation (the “Company”), and the undersigned purchasers of Notes and Warrants (each, a “Purchaser”; and collectively, the “Purchasers”). RECITALS A. In connection with the Securities Purchase Agreement, dated as of the date

July 28, 2025 EX-10.5

Security Agreement, dated July 22, 2025 (portions redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

Exhibit 10.5 Security Agreement THIS SECURITY AGREEMENT, dated as of July 22, 2025 (this “Agreement”), is by and among (1) ProPhase Labs, Inc., a Delaware corporation (the “Company”), and each of its Subsidiaries who shall have executed this Agreement below (collectively with the Company, “Debtor”), on the one hand, and (2) the holder(s) of the Company’s 20% OID Senior Secured Convertible Notes in

July 28, 2025 EX-2

Amended and Restated 2025 Employee Equity Compensation Plan (Proposal 1)

Exhibit 2 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to aid ProPhase Labs, Inc. (the “Company”) and its Affiliates in recruiting and retaining employees, consultants and advisors of outstanding ability and to motivate them to exert their best efforts on behalf of the Company and its stockholders by providing incentiv

July 25, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 PROPHASE LABS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

July 23, 2025 EX-99.1

ProPhase Labs Announces Closing of $3 Million Senior Secured Convertible Notes Financing

Exhibit 99.1 ProPhase Labs Announces Closing of $3 Million Senior Secured Convertible Notes Financing Financing provides bridge to multiple potentially significant liquidity events and crypto strategies UNIONDALE, NY, July 23, 2025 (GLOBE NEWSWIRE) – ProPhase Labs, Inc. (NASDAQ: PRPH), (the “Company” or “ProPhase”) today announced the closing of a private placement financing with two investors for

July 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 PROPHASE LABS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

July 21, 2025 EX-99.1

ProPhase Labs Board of Directors Authorizes Management to Explore Strategic Reverse Merger and Approves Crypto Treasury Initiative

Exhibit 99.1 ProPhase Labs Board of Directors Authorizes Management to Explore Strategic Reverse Merger and Approves Crypto Treasury Initiative UNIONDALE, NY, July 21, 2025 (GLOBE NEWSWIRE) – ProPhase Labs, Inc. (NASDAQ: PRPH), (the “Company” or “ProPhase”) a next generation biotech, genomics and consumer products company, today announced that its Board of Directors has unanimously authorized the

July 21, 2025 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

July 1, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 PROPHASE LABS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Numb

June 27, 2025 EX-99.2

SENIOR SECURED 20% ORIGINAL ISSUE DISCOUNT BRIDGE NOTE LOAN AGREEMENT

Exhibit 99.2 THIS CONFIDENTIAL SENIOR SECURED 20% ORIGINAL ISSUE DISCOUNT BRIDGE NOTE LOAN AGREEMENT AND EXHIBITS CONTAIN MATERIAL NON- PUBLIC INFORMATION REGARDING PROPHASE LABS, INC. (THE “COMPANY”). BY ACCEPTING THIS CONFIDENTIAL DOCUMENT (COLLECTIVELY THE “OFFERING MATERIALS”), THE RECIPIENT AGREES WITH THE COMPANY TO MAINTAIN IN STRICT CONFIDENCE ALL NON-PUBLIC INFORMATION, INCLUDING, BUT NOT

June 27, 2025 EX-99.1

SENIOR SECURED 20% ORIGINAL ISSUE DISCOUNT BRIDGE NOTE LOAN AGREEMENT

Exhibit 99.1 THIS CONFIDENTIAL SENIOR SECURED 20% ORIGINAL ISSUE DISCOUNT BRIDGE NOTE LOAN AGREEMENT AND EXHIBITS CONTAIN MATERIAL NON- PUBLIC INFORMATION REGARDING PROPHASE LABS, INC. (THE “COMPANY”). BY ACCEPTING THIS CONFIDENTIAL DOCUMENT (COLLECTIVELY THE “OFFERING MATERIALS”), THE RECIPIENT AGREES WITH THE COMPANY TO MAINTAIN IN STRICT CONFIDENCE ALL NON-PUBLIC INFORMATION, INCLUDING, BUT NOT

June 27, 2025 8-K/A

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 26, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File N

June 26, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 PROPHASE LABS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

June 26, 2025 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

June 26, 2025 EX-99.1

ProPhase Labs, Inc. Receives Additional 180 Day Extension from Nasdaq to Regain Compliance with Minimum Bid Price Rule

Exhibit 99.1 ProPhase Labs, Inc. Receives Additional 180 Day Extension from Nasdaq to Regain Compliance with Minimum Bid Price Rule UNIONDALE, NY, June 26, 2025 (GLOBE NEWSWIRE) – ProPhase Labs Inc. (NASDAQ: PRPH), (the “Company” or “ProPhase”) a next generation biotech, genomics and consumer products company, today announced that it has received an extension of 180 calendar days (the “Extension N

June 25, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

June 23, 2025 DEF 14A

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

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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

May 20, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs, Inc. (

May 20, 2025 EX-99.1

Highlights Multiple Significant Potential Liquidity Events Anticipated Within the Next Few Months Completes Significant Reductions in Overhead and Expenses BE-Smart Esophageal Cancer Test Study has been Submitted in the Journal of Clinical Gastrointe

Exhibit 99.1 ProPhase Labs Announces Financial Results for the Three Months Ended March 31, 2025 Highlights Multiple Significant Potential Liquidity Events Anticipated Within the Next Few Months Completes Significant Reductions in Overhead and Expenses BE-Smart Esophageal Cancer Test Study has been Submitted in the Journal of Clinical Gastrointestinal Hepatology Company to hold a virtual conferenc

May 20, 2025 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Numb

May 16, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2025 Estimated average burden hours per response ....……..2.50 SEC FILE NUMBER CUSIP NUMBER (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: March 31, 2025 ☐ Transition

April 30, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs

April 1, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-216

April 1, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 000-21617 CUSIP NUMBER 74345W108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 31, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 PROPHASE LABS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Nu

March 31, 2025 EX-99.1

ProPhase Labs, Inc. Announces Financial Results for the Year Ended December 31, 2024 Company to Accelerate BE-Smart Commercialization as a Cash-Pay Diagnostic Significantly reduces overhead, improves margins heading into Q2 2025 Company to hold a con

Exhibit 99.1 ProPhase Labs, Inc. Announces Financial Results for the Year Ended December 31, 2024 Company to Accelerate BE-Smart Commercialization as a Cash-Pay Diagnostic Significantly reduces overhead, improves margins heading into Q2 2025 Company to hold a conference call Monday, March 31, 2025, at 11:00 AM EST GARDEN CITY, NY, March 31, 2025 (GLOBE NEWSWIRE) – ProPhase Labs, Inc. (NASDAQ: PRPH

March 28, 2025 S-8 POS

As filed with the Securities Exchange Commission on March 28, 2025

As filed with the Securities Exchange Commission on March 28, 2025 Registration Statement No.

March 25, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ProPhase Labs, Inc.

March 25, 2025 EX-99.1

ProPhase Labs, Inc. Inducement Option Award Agreement to Stuart Hollenshead, dated February 17, 2025

Exhibit 99.1 PROPHASE LABS, INC. INDUCEMENT OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the 17th day of February 2025 (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and Stuart Hollenshead (hereinafter called the “Optionee”): RECITALS: WHEREAS, the Optionee satisfies the standards

March 25, 2025 S-8

As filed with the Securities and Exchange Commission on March 25, 2025

As filed with the Securities and Exchange Commission on March 25, 2025 Registration No.

February 21, 2025 EX-10.1

Hollenshead Offer Letter, dated as of February 14, 2025, by and between ProPhase Labs, Inc. and Stuart Hollenshead

Exhibit 10.1 CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. February 14, 2025 Stuart Hollenshead [***] Offer and Terms of Employment Dear Stu: It is with great pleasure that I offer you a position with ProPhase Labs, Inc. (“PRPH”) as Chief Operating Officer (“COO’’). Yo

February 21, 2025 EX-99.1

ProPhase Labs hires Stuart Hollenshead as COO, the former COO and CBO of Barstool Sports

Exhibit 99.1 ProPhase Labs hires Stuart Hollenshead as COO, the former COO and CBO of Barstool Sports GARDEN CITY, NY, February 18, 2025 (GLOBE NEWSWIRE) – ProPhase Labs, Inc. (NASDAQ: PRPH) (“ProPhase” or the “Company”), a next-generation biotech, genomics, and consumer products company, today announced the appointment of Stu Hollenshead as Chief Operating Officer, marking a pivotal step in the c

February 21, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

February 21, 2025 EX-10.2

Inducement Option Award Agreement, effective as of February 17, 2025, by and between ProPhase Labs, Inc. and Stuart Hollenshead

Exhibit 10.2 PROPHASE LABS, INC. INDUCEMENT OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the 17th day of February 2025 (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and Stuart Hollenshead (hereinafter called the “Optionee”): RECITALS: WHEREAS, the Optionee satisfies the standards

February 13, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

January 30, 2025 424B5

The date of this prospectus supplement is January 30, 2025 TABLE OF CONTENTS

Filed Pursuant to Rule 424(b)(5) Registration No. 333-283182 PROSPECTUS SUPPLEMENT (To the Prospectus Dated November 20, 2024) Up to $7,730,973 Shares of Common Stock 352,176 Shares of Common Stock ProPhase Labs, Inc. This prospectus supplement relates to the issuance and sale of up to $7,730,973 in shares of our common stock, par value $0.0005 per share (the “Common Stock”), to Keystone Capital P

January 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025 PROPHASE LABS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

January 30, 2025 EX-10.1

Common Stock Purchase Agreement, dated January 29, 2025, between ProPhase Labs, Inc. and the Investor

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of January 29, 2025 (this “Agreement”), by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and ProPhase Labs, Inc., a Delaware corporation (the “Company”). RECiTALS WHEREAS, the parties desire that, upon the terms and subject to the condit

January 23, 2025 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

January 23, 2025 EX-2.1

Stock Purchase Agreement dated January 16, 2025, between ProPhase Labs, Inc. and JL Projects, Inc.

Exhibit 2.1

December 27, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 26, 2024 PROPHASE LABS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 26, 2024 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

November 18, 2024 CORRESP

711 Stewart Avenue, Suite 200 Garden City, New York 11530 (215) 345-0919

711 Stewart Avenue, Suite 200 Garden City, New York 11530 (215) 345-0919 November 18, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.

November 13, 2024 EX-1.1

Underwriting Agreement dated November 7, 2024 between ProPhase Labs, Inc. and ThinkEquity LLC

Exhibit 1.1 UNDERWRITING AGREEMENT between PROPHASE LABS, INC. and ThinkEquity LLC as Representative of the Several Underwriters PROPHASE LABS, INC. UNDERWRITING AGREEMENT New York, New York November 7, 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The undersigned, Pr

November 13, 2024 EX-99.1

ProPhase Labs Announces Financial Results for the Three Months Ended September 30, 2024 Highlights Q4 2024 and Q1 2025 with multiple potential liquidity events, growth in multiple subsidiaries as well as potentially significant reduction in overhead

Exhibit 99.1 ProPhase Labs Announces Financial Results for the Three Months Ended September 30, 2024 Highlights Q4 2024 and Q1 2025 with multiple potential liquidity events, growth in multiple subsidiaries as well as potentially significant reduction in overhead and expenses Company to hold a virtual conference call Wednesday, November 13, 2024, at 11:00 AM ET GARDEN CITY, NY, November 13, 2024 (G

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs, In

November 13, 2024 EX-99.1

ProPhase Labs Announces Pricing of Public Offering of Common Stock

Exhibit 99.1 ProPhase Labs Announces Pricing of Public Offering of Common Stock GARDEN CITY, NY, November 7, 2024 (GLOBE NEWSWIRE) — ProPhase Labs, Inc. (NASDAQ: PRPH) (“ProPhase” or the “Company”), a next-generation biotech, genomics and diagnostics company, today announced the pricing of its underwritten public offering of 4,170,000 shares of common stock. Each share of common stock is being sol

November 13, 2024 EX-99.2

ProPhase Labs Announces Closing of Public Offering of Common Stock

Exhibit 99.2 ProPhase Labs Announces Closing of Public Offering of Common Stock GARDEN CITY, NY, November 12, 2024 (GLOBE NEWSWIRE) — ProPhase Labs, Inc. (NASDAQ: PRPH) (“ProPhase” or the “Company”), a next-generation biotech, genomics and diagnostics company, today announced the closing of its previously announced underwritten public offering of 4,795,500 shares of its common stock, including 625

November 13, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 000-21617 CUSIP NUMBER 74345W108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 13, 2024 8-K

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 PROPHASE LABS, INC. (Exact name of registrant as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission Fi

November 13, 2024 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

November 12, 2024 S-3

As filed with the Securities and Exchange Commission on November 12, 2024

As filed with the Securities and Exchange Commission on November 12, 2024 Registration No.

November 12, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) PROPHASE LABS, INC.

November 8, 2024 424B5

The date of this prospectus supplement is November 7, 2024 TABLE OF CONTENTS

Filed Pursuant to Rule 424(b)(5) Registration No. 333-260848 PROSPECTUS SUPPLEMENT (To the Prospectus Dated November 12, 2021) 4,170,000 Shares of Common Stock ProPhase Labs, Inc. This is a firm commitment public offering of 4,170,000 shares of common stock of ProPhase Labs, Inc., par value $0.0005 per share, pursuant to this prospectus supplement and the accompanying prospectus. Our common stock

November 7, 2024 424B5

The date of this prospectus supplement is , 2024 TABLE OF CONTENTS

Filed Pursuant to Rule 424(b)(5) Registration No. 333-260848 The information contained in this preliminary prospectus supplement is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these sec

November 7, 2024 FWP

FWP

November 7, 2024 EX-99.1

ProPhase Labs Announces Proposed Public Offering of Common Stock

Exhibit 99.1 ProPhase Labs Announces Proposed Public Offering of Common Stock GARDEN CITY, NY, November 7, 2024 (GLOBE NEWSWIRE) — ProPhase Labs, Inc. (NASDAQ: PRPH), a next-generation biotech, genomics and diagnostics company, today announced that it intends to offer to sell shares of its common stock (and/or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof) in an underwritten public o

November 7, 2024 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 PROPHASE LABS, INC. (Exact name of registrant as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission Fi

October 18, 2024 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2024 PROPHASE LABS, INC. (Exact name of registrant as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission Fi

October 4, 2024 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 PROPHASE LABS, INC. (Exact name of registrant as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission

October 4, 2024 EX-16.1

.1 of the Current Report on Form 8-K (File No. 000-21617) filed on

Exhibit 16.1 October 4, 2024 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Ladies and Gentlemen: We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on September 30, 2024, to be filed by our former client, ProPhase Labs, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. V

September 26, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2024 PROPHASE LABS, INC. (Exact name of registrant as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission

August 22, 2024 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation

August 21, 2024 EX-10.1

Amended and Restated Unsecured Promissory Note and Guaranty issued to JXVII Trust, dated August 15, 2024

Exhibit 10.1 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDAC

August 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 PROPHASE LABS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File N

August 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 PROPHASE LABS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File N

August 14, 2024 EX-99.1

ProPhase Labs Announces Financial Results for the Three Months Ended June 30, 2024 Company Anticipates Significant Sequential Growth in Quarterly Revenues Beginning in Q3 2024 and Beyond Reports Pharmaloz Growth Acceleration Has Begun in Q3 2024 and

Exhibit 99.1 ProPhase Labs Announces Financial Results for the Three Months Ended June 30, 2024 Company Anticipates Significant Sequential Growth in Quarterly Revenues Beginning in Q3 2024 and Beyond Reports Pharmaloz Growth Acceleration Has Begun in Q3 2024 and Potential Sale of Business Announces Major DTC Initiatives for Nebula Genomics, anticipating new sales ramp in Q4 2024 Company to hold a

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs, Inc. (E

August 9, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 000-21617 CUSIP NUMBER 74345W108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 21, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

May 20, 2024 S-8

As filed with the Securities and Exchange Commission on May 20, 2024

As filed with the Securities and Exchange Commission on May 20, 2024 Registration No.

May 20, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ProPhase Labs, Inc.

May 20, 2024 EX-99.1

ProPhase Labs, Inc. Inducement Option Award Agreement to Jed Latkin, dated January 1, 2024

Exhibit 99.1 PROPHASE LABS, INC. INDUCEMENT OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the 1st day of January 2024 (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and Jed Latkin (hereinafter called the “Optionee”): RECITALS: WHEREAS, the Optionee satisfies the standards for induc

May 20, 2024 EX-99.2

ProPhase Labs, Inc. Inducement Option Award Agreement to Lance Bisesar, dated April 15, 2024

Exhibit 99.2 PROPHASE LABS, INC. INDUCEMENT OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the 15th day of April 2024 (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and Lance Bisesar (hereinafter called the “Optionee”): RECITALS: WHEREAS, the Optionee satisfies the standards for ind

May 15, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

May 10, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs, Inc. (

May 9, 2024 EX-99.1

ProPhase Labs Announces Financial Results for the Three Months Ended March 31, 2024, and Highlights Significant Progress in its Strategic Initiatives. Pharmaloz Manufacturing explores strategic alternatives, including potential sale. Company announce

Exhibit 99.1 ProPhase Labs Announces Financial Results for the Three Months Ended March 31, 2024, and Highlights Significant Progress in its Strategic Initiatives. Pharmaloz Manufacturing explores strategic alternatives, including potential sale. Company announces major strategic AI initiative, Project ZenQ-AI, leveraging its massive global genomics database and patented discoveries in its BE-Smar

May 9, 2024 EX-10.1

Inducement Option Award Agreement, effective as of January 1, 2024, by and between ProPhase Labs, Inc. and Jed A. Latkin

Exhibit 10.1 PROPHASE LABS, INC. INDUCEMENT OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the 1st day of January 2024 (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and Jed Latkin (hereinafter called the “Optionee”): RECITALS: WHEREAS, the Optionee satisfies the standards for induc

May 9, 2024 8-K/A

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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): May 9, 2024 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

May 9, 2024 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Numbe

May 9, 2024 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 28, 2023 PROPHASE LABS, INC. (Exact name of registrant as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission

May 9, 2024 EX-99.1

ProPhase Labs Announces Financial Results for the Three Months Ended March 31, 2024, and Highlights Significant Progress in its Strategic Initiatives. - Updated Pharmaloz Manufacturing explores strategic alternatives, including potential sale. Compan

Exhibit 99.1 ProPhase Labs Announces Financial Results for the Three Months Ended March 31, 2024, and Highlights Significant Progress in its Strategic Initiatives. - Updated Pharmaloz Manufacturing explores strategic alternatives, including potential sale. Company announces major strategic AI initiative, Project ZenQ-AI, leveraging its massive global genomics database and patented discoveries in i

April 29, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs

April 18, 2024 EX-10.1

Standstill Agreement dated April 18, 2024 between ProPhase Labs, Inc. and ThinkEquity LLC.

Exhibit 10.1 STANDSTILL AGREEMENT This Standstill Agreement is entered into this 18th day of April 2024, by and between Prophase Labs, Inc., a Delaware corporation with offices located at 711 Stewart Ave., Suite 200, Garden City, NY 11530 (the “Company”) and ThinkEquity LLC a Delaware limited liability company with offices located 17 State Street, 41st Floor, New York, New York 10004 (“ThinkEquity

April 18, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Nu

March 29, 2024 EX-21.1

Subsidiaries of ProPhase Labs, Inc. (incorporated by reference to Exhibit 21.1 of the Annual Report on Form 10-K (File No. 000-21617) filed on March 29, 2024).

EXHIBIT 21.1 SUBSIDIARIES OF PROPHASE LABS, INC. The above subsidiaries are included in the consolidated financial statements for the year ended December 31, 2023.

March 29, 2024 EX-19.1

Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Annual Report on Form 10-K (File No. 000-21617) filed on March 29, 2024).

Exhibit 19.1 PROPHASE LABS, INC. INSIDER TRADING POLICY The Need For A Policy Statement Federal securities laws make it illegal for you- the officers, directors and employees of ProPhase Labs, Inc. (the “Company”) and its subsidiaries- to buy or sell or otherwise transact in the Company’s securities at a time when you possess material non-public information (also referred to hereafter as “Inside I

March 29, 2024 EX-10.3

Form of Option Agreement pursuant to 2022 Directors’ Equity Compensation Plan

Exhibit 10.6 PROPHASE LABS, INC. 2022 DIRECTORS’ EQUITY COMPENSATION PLAN OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the th day of (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”): RECITALS: WHEREAS, the Company has adopted 2022 Directors

March 29, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-216

March 29, 2024 EX-3.2

Amended and Restated Bylaws of ProPhase Labs, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 29, 2024)

BYLAWS OF PROPHASE LABS, INC. (As amended and restated March 26, 2024) ARTICLE I – OFFICES Section 1. The registered office of Prophase Labs, Inc. (the “Corporation”) in the State of Delaware is 874 Walker Road, Suite C, Dover, DE 19904. The name of its registered agent at such address is United Corporate Services, Inc. Section 2. The Corporation may have such offices within or without the State o

March 29, 2024 EX-97.1

Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of the Annual Report on Form 10-K (File No. 000-21617) filed on March 29, 2024).

Exhibit 97.1 CLAWBACK POLICY Purpose ProPhase Labs, Inc. (the “Company”) is establishing this policy to align the interests of executive officers of the Company with those of shareholders, to create and maintain a culture that emphasizes integrity and accountability and to enforce the Company’s pay-for-performance compensation philosophy. This policy provides for the recoupment of certain executiv

March 29, 2024 EX-10.5

Form of Non-Qualified Stock Option Agreement pursuant to 2022 Equity Compensation Plan

Exhibit 10.4 PROPHASE LABS, INC. 2022 EQUITY COMPENSATION PLAN OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the th day of (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”): RECITALS: WHEREAS, the Company has adopted The 2022 Equity Compensat

March 29, 2024 EX-10.4

Form of Incentive Stock Option Agreement pursuant to 2022 Equity Compensation Plan

Exhibit 10.5 PROPHASE LABS, INC. 2022 EQUITY COMPENSATION PLAN OPTIONS AWARD AGREEMENT ProPhase Labs, Inc. (the “Company”) has granted you an Incentive Stock Option (the “Option”) under the 2022 Equity Compensation Plan (as amended from time to time, the “Plan”). The terms of the Option are set forth in the Option Grant Agreement provided to you (the “Agreement”). The following provides a summary

March 29, 2024 EX-3.2 1

Amended and Restated Bylaws of the Company (as of March 26, 2024, marked to show changes) (incorporated by reference to Exhibit 3.2.1 of the Annual Report on Form 10-K (File No. 000-21617) filed on March 29, 2024).

BYLAWS OF PROPHASE LABS, INC. (As amended and restated June 16March 26, 20232024) ARTICLE I – OFFICES Section 1. The registered office of Prophase Labs, Inc. (the “Corporation”) in the State of Delaware is 874 Walker Road, Suite C, Dover, DE 19904. The name of its registered agent at such address is United Corporate Services, Inc. Section 2. The Corporation may have such offices within or without

March 19, 2024 SC 13D/A

PRPH / ProPhase Labs, Inc. / Karkus Ted William Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (AMENDMENT NO.

March 18, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 000-21617 CUSIP NUMBER 74345W108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 15, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 PROPHASE LABS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Nu

March 15, 2024 EX-99.1

ProPhase Labs Announces Financial Results for the Year Ended December 31, 2023 and Significant Progress in Its Strategic Initiatives Nebula Genomics secures major international B2B deal – Additional significant B2B deals in final stages Ahead of sche

Exhibit 99.1 ProPhase Labs Announces Financial Results for the Year Ended December 31, 2023 and Significant Progress in Its Strategic Initiatives Nebula Genomics secures major international B2B deal – Additional significant B2B deals in final stages Ahead of schedule, Pharmaloz Manufacturing accelerates capacity expansion – set for rapid revenue and profit growth Completes full transition and righ

February 14, 2024 SC 13G/A

LTRN / Lantern Pharma Inc. / ProPhase Labs, Inc. Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Lantern Pharma Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 51654W101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropri

January 4, 2024 EX-10.1

Latkin Offer Letter, dated as of December 28, 2023, by and between ProPhase Labs, Inc. and Jed A. Latkin

Exhibit 10.1 CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. December 27, 2023 Jed Latkin [***] Offer and Terms of Employment Dear Jed: It is with great pleasure that I offer you a position with ProPhase Labs, Inc. (“ProPhase”) as Chief Operating Officer (“COO”). You wil

January 4, 2024 EX-99.1

ProPhase poised to ramp up growth at Pharmaloz and Nebula Genomics in 2024 Company also plans to commercialize its BE-Smart Esophageal Cancer Test in 2024 Company announces the hiring of long-time industry veteran Jed Latkin as COO to help build and

Exhibit 99.1 ProPhase poised to ramp up growth at Pharmaloz and Nebula Genomics in 2024 Company also plans to commercialize its BE-Smart Esophageal Cancer Test in 2024 Company announces the hiring of long-time industry veteran Jed Latkin as COO to help build and manage this growth Garden City, NY – January 04, 2024 (GLOBE NEWSWIRE) – ProPhase Labs, Inc. (NASDAQ: PRPH) (“ProPhase” or the “Company”)

January 4, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 28, 2023 PROPHASE LABS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 28, 2023 PROPHASE LABS, INC. (Exact name of registrant as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission F

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs, In

November 9, 2023 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

November 9, 2023 EX-99.1

ProPhase Labs Announces Financial Results for the Three Months Ended September 30, 2023 Company sees significant momentum in Pharmaloz, Nebula Genomics and ProPhase BioPharma Pharmaloz Manufacturing plans on track to increase capacity from $10 millio

Exhibit 99.1 ProPhase Labs Announces Financial Results for the Three Months Ended September 30, 2023 Company sees significant momentum in Pharmaloz, Nebula Genomics and ProPhase BioPharma Pharmaloz Manufacturing plans on track to increase capacity from $10 million to over $75 million in 2024 Indications of demand for entire planned capacity expansion Nebula Genomics opens new, state of the art Who

August 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs, Inc. (E

August 10, 2023 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File N

August 10, 2023 EX-99.1

ProPhase Labs Announces Financial Results for the Three Months Ended June 30, 2023 Company believes that the combined value of its five operating units exceeds its current market capitalization and that each unit has significant growth potential. Com

Exhibit 99.1 ProPhase Labs Announces Financial Results for the Three Months Ended June 30, 2023 Company believes that the combined value of its five operating units exceeds its current market capitalization and that each unit has significant growth potential. Company highlights successful transition from reliance on COVID-19 testing to diversified growth opportunities in genomics, biotech, diagnos

June 29, 2023 EX-99.1

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Exhibit 99.1 Navidea Biopharmaceuticals Rejects ProPhase Labs Offer To Acquire Certain Assets of Navidea Garden City, NY, June 29, 2023 (GLOBE NEWSWIRE) — ProPhase Labs, Inc. (NASDAQ: PRPH) (“ProPhase”), a next generation biotech, genomics and diagnostics company, today announced that it recently made an unsolicited offer to acquire certain assets from NYSE American listed Navidea Biopharmaceutica

June 29, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 PROPHASE LABS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

June 22, 2023 EX-99.1

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Exhibit 99.1 ProPhase Labs Inc. Sets the Course for Expansion into the MENA Region with Cutting-Edge Genomic and Diagnostics Technologies In a bid to seize substantial strategic growth opportunities in an emerging healthcare market, Company reveals plans to increase its global footprint. Garden City, NY, June 22, 2023 (GLOBE NEWSWIRE) — ProPhase Labs, Inc. (NASDAQ: PRPH) (“ProPhase”), a next gener

June 22, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

June 20, 2023 EX-3.1

Amended and Restated Bylaws of Prophase Labs, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 000-21617) filed on June 20, 2023)

Exhibit 3.1 BYLAWS OF PROPHASE LABS, INC. (As amended and restated June 16, 2023) Article I – OFFICES Section 1. The registered office of Prophase Labs, Inc. (the “Corporation”) in the State of Delaware is 874 Walker Road, Suite C, Dover, DE 19904. The name of its registered agent at such address is United Corporate Services, Inc. Section 2. The Corporation may have such offices within or without

June 20, 2023 EX-3.1_1

Amended and Restated Bylaws of ProPhase Labs, Inc. (marked to show changes)

Exhibit 3.1.1 BYLAWS OF PROPHASE LABS, INC. (As amended and restated FebruaryJune 16, 20182023) ARTICLE I – OFFICES Section 1. The registered office of Prophase Labs, Inc. (the “Corporation”) in the State of Delaware is 874 Walker Road, Suite C, Dover, DE 19904. The name of its registered agent at such address is United Corporate Services, Inc. Section 2. The Corporation may have such offices with

June 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 PROPHASE LABS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

June 20, 2023 EX-10.2

Amended and Restated 2022 Directors’ Equity Compensation Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 000-21617) filed on June 20, 2023).

Exhibit 10.2 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 DIRECTORS’ EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to attract and retain highly qualified individuals to serve on the Board of Directors of the Company, to relate Directors’ compensation more closely to the Company’s performance and its stockholders’ interests, and to increase Directors’ stock ownersh

June 20, 2023 EX-10.1

Amended and Restated 2022 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 000-21617) filed on June 20, 2023).

Exhibit 10.1 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to aid ProPhase Labs, Inc. (the “Company”) and its Affiliates in recruiting and retaining employees, consultants and advisors of outstanding ability and to motivate them to exert their best efforts on behalf of the Company and its stockholders by providing incen

June 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 PROPHASE LABS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

May 12, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs, Inc. (

May 11, 2023 EX-99.1

ProPhase Labs Announces Financial Results for the Three Months Ended March 31, 2023 As revenue mix transitions, Company still achieves positive net income and significant adjusted EBITDA while acquiring and developing biotech, genomics and diagnostic

Exhibit 99.1 ProPhase Labs Announces Financial Results for the Three Months Ended March 31, 2023 As revenue mix transitions, Company still achieves positive net income and significant adjusted EBITDA while acquiring and developing biotech, genomics and diagnostic assets with multi-billion-dollar potential Company highlights key strategic initiatives to grow underlying value in 2023 and beyond Comp

May 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 PROPHASE LABS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Numb

April 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

April 25, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Nu

April 25, 2023 EX-99.1

Corporate Presentation dated April 2023

Exhibit 99.1

April 6, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

April 5, 2023 SC 13D/A

PRPH / ProPhase Labs Inc / Karkus Ted William Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (AMENDMENT NO.

April 4, 2023 SC 13D/A

PRPH / ProPhase Labs Inc / Karkus Ted William Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (AMENDMENT NO.

March 29, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-216

March 29, 2023 EX-10.4

Form of Non-Qualified Stock Option Agreement pursuant to 2022 Equity Compensation Plan

Exhibit 10.4 PROPHASE LABS, INC. 2022 EQUITY COMPENSATION PLAN OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the th day of (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”): RECITALS: WHEREAS, the Company has adopted The 2022 Equity Compensat

March 29, 2023 EX-10.6

Form of Option Agreement pursuant to 2022 Directors’ Equity Compensation Plan

Exhibit 10.6 PROPHASE LABS, INC. 2022 DIRECTORS’ EQUITY COMPENSATION PLAN OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the th day of (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”): RECITALS: WHEREAS, the Company has adopted 2022 Directors

March 29, 2023 EX-10.5

Form of Incentive Stock Option Agreement pursuant to 2022 Equity Compensation Plan

Exhibit 10.5 PROPHASE LABS, INC. 2022 EQUITY COMPENSATION PLAN OPTIONS AWARD AGREEMENT ProPhase Labs, Inc. (the “Company”) has granted you an Incentive Stock Option (the “Option”) under the 2022 Equity Compensation Plan (as amended from time to time, the “Plan”). The terms of the Option are set forth in the Option Grant Agreement provided to you (the “Agreement”). The following provides a summary

March 29, 2023 EX-21.1

Subsidiaries of ProPhase Labs, Inc.

EXHIBIT 21.1 SUBSIDIARIES OF PROPHASE LABS, INC. State or other Jurisdiction of Ownership Subsidiaries Incorporation Percentage Nebula Genomics, Inc. Delaware 100 % Pharmaloz Manufacturing Inc. Delaware 100 % ProPhase Digital Media, Inc. Delaware 100 % ProPhase Biopharma, Inc. Delaware 100 % ProPhase Diagnostics, Inc. Delaware 100 % ProPhase Diagnostics NJ, Inc. New York 100 % ProPhase Diagnostics

March 28, 2023 EX-99.1

ProPhase Labs Announces Record Financial Results for the year ended December 31, 2022 Company highlights key strategic initiatives to grow underlying value in 2023 and beyond Company announces it is in strategic discussions to develop BE-Smart cancer

Exhibit 99.1 ProPhase Labs Announces Record Financial Results for the year ended December 31, 2022 Company highlights key strategic initiatives to grow underlying value in 2023 and beyond Company announces it is in strategic discussions to develop BE-Smart cancer test globally Company to hold a conference call Tuesday, March 28, 2023, at 11:00AM ET Garden City, NY – March 28, 2023 (GLOBE NEWSWIRE)

March 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 PROPHASE LABS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Nu

March 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 PROPHASE LABS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Nu

March 15, 2023 EX-99.1

ProPhase Labs Announces New $6 Million Stock Repurchase Program

Exhibit 99.1 ProPhase Labs Announces New $6 Million Stock Repurchase Program Garden City, NY, March 15, 2023 (GLOBE NEWSWIRE) - ProPhase Labs, Inc. (NASDAQ: PRPH), a growth oriented and diversified diagnostics, genomics and biotech company, today announced that its Board of Directors has authorized a stock repurchase program of up to $6 million in ProPhase Labs’ common stock. The Company’s previou

March 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 PROPHASE LABS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

March 1, 2023 EX-99.1

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Exhibit 99.1 ProPhase Labs Announces Collaboration with mProbe, Inc. and Mayo Clinic for the Continuing Development of BE-Smart Esophageal Pre-Cancer Diagnostic Screening Test Company Outlines BE-Smart Test Roadmap for Commercialization in the U.S. Company in Early Stages of Exploring Development for Commercialization in Other Countries Garden City, NY, March 1, 2023 (GLOBE NEWSWIRE) — ProPhase La

February 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 PROPHASE LABS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

February 22, 2023 EX-99.1

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Exhibit 99.1 ProPhase Labs Announces Plans to Initiate Clinical Trial of Equivir (OTC) Goal to launch commercially in Q4 2023 Garden City, NY, Feb 22, 2023 (GLOBE NEWSWIRE) - ProPhase Labs, Inc. (NASDAQ: PRPH) (“ProPhase”), a growth oriented and diversified diagnostics, genomics and biotech company, today announced that its wholly-owned subsidiary, ProPhase BioPharma, Inc. (PBIO), is initiating a

February 15, 2023 EX-99.1

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Exhibit 99.1 ProPhase Labs Announces Plans for Major Expansion of its Pharmaloz Manufacturing, Inc. Subsidiary to Meet Growing Demand Garden City, NY, Feb. 15, 2023 (GLOBE NEWSWIRE) — ProPhase Labs, Inc. (NASDAQ: PRPH) (“ProPhase”), a growth oriented and diversified diagnostics, genomics and biotech company, today provided a business update with respect to its wholly-owned contract manufacturing s

February 15, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

February 6, 2023 EX-99.1

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Exhibit 99.1 ProPhase Labs Provides Update on Linebacker-1 Cancer Co-Therapy Program and Outlines Development Strategy Garden City, NY, Feb. 06, 2023 (GLOBE NEWSWIRE) — ProPhase Labs, Inc. (NASDAQ: PRPH) (“ProPhase”), a growth oriented and diversified diagnostics, genomics and biotech company, today provided an update regarding its progress and development strategy for Linebacker-1 (LB-1), a small

February 6, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

February 2, 2023 SC 13D/A

PRPH / ProPhase Labs Inc / Karkus Ted William Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (AMENDMENT NO.

January 30, 2023 EX-10.1

Unsecured Promissory Note and Guaranty issued to JXVII Trust, dated January 26, 2023 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on January 30, 2023)

Exhibit 10.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS

January 30, 2023 EX-10.2

Latkin Offer Letter, dated as of December 28, 2023, by and between the Company and Jed A. Latkin (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on January 4, 2024.

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN OR WILL BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

January 30, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

January 17, 2023 SC 13D/A

PRPH / ProPhase Labs Inc / Karkus Ted William Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (AMENDMENT NO. 18) ProPhase Labs, Inc. (Name of Issuer) Common Stock, par value $0.0005 per share (Title of Class of Securities) 74345W 10 8 (CUSIP Number) Herbert Kozlov, Esq. Wendy Grasso, Esq. Reed Smith LLP 599 Lexington Avenue New York, New York 10022 (212) 521-5400 (Name, Address and

January 5, 2023 EX-99.1

ProPhase Labs Closes Acquisition of BE-Smart Esophageal Pre-Cancer Diagnostic Screening Test

Exhibit 99.1 ProPhase Labs Closes Acquisition of BE-Smart Esophageal Pre-Cancer Diagnostic Screening Test GARDEN CITY, NY, Jan. 5, 2023 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (NASDAQ: PRPH) (?ProPhase?), a growth oriented and diversified diagnostics, genomics and biotech company, today announced it has completed its previously announced acquisition of the world-wide exclusive rights to the BE-Smar

January 5, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2023 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File N

December 28, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 23, 2022 PROPHASE LABS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 23, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

December 20, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 15, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

December 20, 2022 EX-99.1

ProPhase Labs Acquires Rights to Novel Esophageal Cancer Test

Exhibit 99.1 ProPhase Labs Acquires Rights to Novel Esophageal Cancer Test GARDEN CITY, NY, Dec. 19, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. ?ProPhase? (NASDAQ: PRPH), a growth oriented and diversified diagnostics, genomics and biotech company, today announced that it has entered into an asset purchase agreement to acquire from Stella Diagnostics, Inc. (?Stella?) world-wide exclusive rights to

December 20, 2022 EX-10.1

Asset Purchase Agreement by and among Stella Diagnostics Inc., Stella DX, LLC and ProPhase Labs, Inc., dated December 15, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on December 20, 2022)

EX-10.1 2 ex10-1.htm Exhibit 10.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT by and among STELLA DIAGNOSTICS INC., STELLA DX, LLC and PROPHASE LABS, INC. December 15, 2022 Table of Contents Page ARTICLE I SALE AND PURCHASE OF ASSETS, ASSUMPTION OF LIABILITIES 1 1.01 Transferred Assets 1 1.02 Excluded Assets 1 1.03 Assumed Liabilities 1 1.04 Excluded Liabilities 1 ARTICLE II CLOSING 2 2.01 Closing

November 21, 2022 SC 13G

LTRN / Lantern Pharma Inc. / ProPhase Labs, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. *) Under the Securities Exchange Act of 1934 Lantern Pharma Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 51654W101 (CUSIP Number) November 8, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

November 14, 2022 EX-99.1

ProPhase Labs, Inc. Inducement Option Award Agreement to Dennis Grishin, dated July 12, 2022

Exhibit 99.1 PROPHASE LABS, INC. INDUCEMENT OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the 12th day of July, 2022 (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and Dennis Grishin (hereinafter called the “Optionee”): RECITALS: WHEREAS, the Optionee satisfies the standards for in

November 14, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ProPhase Labs, Inc.

November 14, 2022 S-8

As filed with the Securities and Exchange Commission on November 14, 2022

As filed with the Securities and Exchange Commission on November 14, 2022 Registration No.

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs, In

November 10, 2022 EX-99.1

ProPhase Labs Announces Record Third Quarter 2022 Financial Results Q3 2022 Net Revenues of $24.2 Million (a Q3 record); Up 155% Year-over-Year Q3 2022 Net Income of $1.0 Million versus a loss in Q3 2021 Q3 2022 adjusted EBITDA of $6.3 million (a Q3

Exhibit 99.1 ProPhase Labs Announces Record Third Quarter 2022 Financial Results Q3 2022 Net Revenues of $24.2 Million (a Q3 record); Up 155% Year-over-Year Q3 2022 Net Income of $1.0 Million versus a loss in Q3 2021 Q3 2022 adjusted EBITDA of $6.3 million (a Q3 record) versus a loss in Q3 2021 Management to Host Conference Call Today at 11:00 a.m. ET GARDEN CITY, NY, November 10, 2022 (GLOBE NEWS

November 10, 2022 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

November 8, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

November 8, 2022 EX-99.1

ProPhase Labs Announces Collaboration with Dana-Farber Cancer Institute

Exhibit 99.1 ProPhase Labs Announces Collaboration with Dana-Farber Cancer Institute GARDEN CITY, NY, November 8, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (NASDAQ: PRPH), a growth oriented and diversified diagnostics, genomics and biotech company, today announced that its wholly owned subsidiary, ProPhase BioPharma, Inc. (?PBIO?), and Dana-Farber Cancer Institute have entered into a two-year co

October 19, 2022 EX-99.1

ProPhase Labs Announces Collaboration with G42 Healthcare

Exhibit 99.1 ProPhase Labs Announces Collaboration with G42 Healthcare ? Companies target emerging markets across the globe and joint venture opportunities ? ProPhase and G42 Healthcare to explore creation of advanced genomic sequencing facility in the US ? Companies enter initial agreement aimed at improving genomic sequencing capabilities Garden City, NY, October 19, 2022 (GLOBE NEWSWIRE) - ProP

October 19, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2022 PROPHASE LABS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

October 18, 2022 SC 13D/A

PRPH / ProPhase Labs Inc / Karkus Ted William Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (AMENDMENT NO.

October 7, 2022 EX-10.1

Separation Agreement and Release, dated October 4, 2022, by and between ProPhase Labs, Inc. and Bill White

Exhibit 10.1 ProPhase Labs, Inc. 711 Stewart Ave., Suite 200 Garden City, NY 11590 October 4, 2022 Mr. Bill White 1821 Wincanton Drive Las Vegas, NV 89134 Re: Separation Agreement and Release Dear Bill: This letter agreement (this ?Agreement?) sets forth the terms and conditions of your voluntary separation from employment with ProPhase Labs, Inc. (?ProPhase? or the ?Company?). Your separation fro

October 7, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File N

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs, Inc. (E

August 11, 2022 SC 13D/A

PRPH / ProPhase Labs Inc / Karkus Ted William Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (AMENDMENT NO.

August 11, 2022 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File N

August 11, 2022 EX-99.1

ProPhase Labs Announces Record Second Quarter 2022 Financial Results Record Q2 2022 Net Revenues of $29.1 Million; Up 218% Year-over-Year Record Q2 2022 Net Income of $7.4 Million; Up 633% Year-over-Year Management to Host Conference Call Today at 11

Exhibit 99.1 ProPhase Labs Announces Record Second Quarter 2022 Financial Results Record Q2 2022 Net Revenues of $29.1 Million; Up 218% Year-over-Year Record Q2 2022 Net Income of $7.4 Million; Up 633% Year-over-Year Management to Host Conference Call Today at 11:00 a.m. ET GARDEN CITY, NY, August 11, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (NASDAQ: PRPH), a growth oriented and diversified dia

July 26, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

July 26, 2022 EX-99.1

ProPhase Labs Announces New $6 Million Stock Repurchase Plan Company also provides additional information on ProPhase BioPharma

Exhibit 99.1 ProPhase Labs Announces New $6 Million Stock Repurchase Plan Company also provides additional information on ProPhase BioPharma Garden City, NY, July 26, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (NASDAQ: PRPH), a rapidly growing and diversified diagnostics, genomics and biotech company, today announced that its Board of Directors has authorized a stock repurchase program of up to $

July 21, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

July 21, 2022 EX-10.1

License Agreement by and between ProPhase BioPharma, Inc. and Global BioLife, Inc., dated July 19, 2022 (effective as of July 18, 2022) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on July 21, 2022)

Exhibit 10.1 LICENSE AGREEMENT This LICENSE AGREEMENT (the ?Agreement?), made and effective as of July 18, 2022 (the ?Effective Date?), is by and between ProPhase BioPharma, Inc. (?ProPhase?), a corporation organized and existing under the laws of the State of Delaware, having its principal office at 711 Stewart Ave, Suite 200, Garden City, NY, 11530 and Global BioLife, Inc. (?Global BioLife? or ?

July 21, 2022 EX-99.1

ProPhase Labs Announces Licensing of New Investigational Cancer Compounds Confirms Quarterly Growth continues year-over-year Announces significant progress being made in Genomics Business Company to Host Live Webcast to Discuss Business Developments

Exhibit 99.1 ProPhase Labs Announces Licensing of New Investigational Cancer Compounds Confirms Quarterly Growth continues year-over-year Announces significant progress being made in Genomics Business Company to Host Live Webcast to Discuss Business Developments Today at 11:30 a.m. EST Garden City, NY, July 21, 2022 (GLOBE NEWSWIRE) - ProPhase Labs, Inc. (NASDAQ: PRPH), a rapidly growing and diver

July 19, 2022 EX-99.1

ProPhase Labs to Host Live Webcast to Discuss Business Developments on Thursday, July 21, 2022

Exhibit 99.1 ProPhase Labs to Host Live Webcast to Discuss Business Developments on Thursday, July 21, 2022 Garden City, NY, July 19, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (NASDAQ: PRPH), a diversified diagnostics and genomics company, today announced that it will host a live webcast on Thursday, July 21, 2022, at 11:30 a.m. EST / 8:30 a.m. PST. ProPhase Labs? CEO and Chairman of the Board o

July 19, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

July 1, 2022 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

July 1, 2022 EX-16.1

Letter from Friedman LLP to the Securities and Exchange Commission, dated July 1, 2022.

Exhibit 16.1 July 1, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated July 1, 2022 of Prophase Labs, Inc. and are in agreement with the statements contained in paragraph 3 therein as it regards our firm. We have no basis to agree or disagree with other statements of the registrant contained in Item 4.01

June 28, 2022 EX-99.1

ProPhase Labs Announces Formation of ProPhase BioPharma, Inc. (PBIO) for the Licensing and Development of Novel Drugs, Compounds and Biotechnology

Exhibit 99.1 ProPhase Labs Announces Formation of ProPhase BioPharma, Inc. (PBIO) for the Licensing and Development of Novel Drugs, Compounds and Biotechnology Company Also Announces First Licensing Agreement for PBIO with Global BioLife, Inc. for broad based Anti-Viral Fighting Compounds Equivir and Equivir G Garden City, NY, June 28, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (NASDAQ: PRPH), a

June 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

June 13, 2022 EX-99.1

ProPhase Labs Announces Significant Laboratory Expansion Expanding in-house clinical testing capabilities Initiates plans to build new genomics laboratory

Exhibit 99.1 ProPhase Labs Announces Significant Laboratory Expansion Expanding in-house clinical testing capabilities Initiates plans to build new genomics laboratory Garden City, NY, June 13, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (NASDAQ: PRPH), a diversified diagnostics and genomics company, today announced that it has partnered with world-renowned healthcare diagnostics innovators for ne

June 13, 2022 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Num

June 13, 2022 EX-10.2

Guaranty dated June 10, 2022 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 000-21617) filed on June 13, 2022)

Exhibit 10.2 GUARANTY This GUARANTY is given by PROPHASE LABS INC., a Delaware corporation having its principal place of business at 711 Stewart Ave, Suite 200, Garden City, NY 11530 (?Guarantor?), for the benefit of BRG OFFICE L.L.C. and UNIT 2 ASSOCIATES L.L.C., having its principal office at 711 Stewart Avenue, Suite 100, Garden City, New York 11530 (?Landlord?) on this 10th day of June, 2022.

June 13, 2022 EX-10.1

Lease Agreement by and between ProPhase Diagnostics, Inc. and BRG Office L.L.C. and Unit 2 Associates L.L.C., as tenants in common, dated June 10, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on June 13, 2022)

Exhibit 10.1 LEASE AGREEMENT LANDLORD: BRG OFFICE L.L.C. and UNIT 2 ASSOCIATES L.L.C., as tenants in common, TENANT: PROPHASE DIAGNOSTICS, INC. LIST OF EXHIBITS A Premises B Landlord?s Base Building Work C Rules and Regulations D [reserved] E [reserved] F Form of SNDA G Parking Diagram *Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedules will be

June 13, 2022 EX-10.3

First Amendment of Lease, dated June 10, 2022, by and between ProPhase Diagnostics, Inc. and BRG Office L.L.C. and Unit 2 Associates L.L.C., as tenants in common (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K (File No. 000-21617) filed on June 13, 2022)

Exhibit 10.3 FIRST AMENDMENT OF LEASE THIS FIRST AMENDMENT OF LEASE (?Amendment?) made as of the 10th day of June, 2022, between BRG OFFICE L.L.C. and UNIT 2 ASSOCIATES L.L.C., as tenants in common, having an address at 150 Great Neck Road, Suite 402, Great Neck, New York 11021 (?Landlord?) and PROPHASE DIAGNOSTICS, INC., having an address at 711 Stewart Avenue, Garden City, New York (?Tenant?). W

May 27, 2022 S-8

As filed with the Securities and Exchange Commission on May 27, 2022

As filed with the Securities and Exchange Commission on May 27, 2022 Registration No.

May 27, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 ex107.htm Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ProPhase Labs, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity C

May 26, 2022 SC 13D/A

PRPH / ProPhase Labs Inc / Karkus Ted William Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (AMENDMENT NO.

May 23, 2022 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (

May 20, 2022 EX-10.2

2022 Directors’ Equity Compensation Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 000-21617) filed on May 20, 2022).

Exhibit 10.2 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 DIRECTORS? EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to attract and retain highly qualified individuals to serve on the Board of Directors of the Company, to relate Directors? compensation more closely to the Company?s performance and its stockholders? interests, and to increase Directors? stock ownersh

May 20, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Numb

May 20, 2022 EX-10.1

2022 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 000-21617) filed on May 20, 2022).

Exhibit 10.1 THE PROPHASE LABS, INC. AMENDED AND RESTATED 2022 EQUITY COMPENSATION PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to aid ProPhase Labs, Inc. (the ?Company?) and its Affiliates in recruiting and retaining employees, consultants and advisors of outstanding ability and to motivate them to exert their best efforts on behalf of the Company and its stockholders by providing incen

May 13, 2022 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Numb

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs, Inc. (

May 13, 2022 EX-99.1

ProPhase Labs Announces Record First Quarter 2022 Financial Results Record Net Revenues of $47.5 Million, Up 211% Year-over-Year Record Net Income of $12.5 Million, Increasing 1082% Year-over-Year Announces Special Cash Dividend of $0.30 per share Ma

Exhibit 99.1 ProPhase Labs Announces Record First Quarter 2022 Financial Results Record Net Revenues of $47.5 Million, Up 211% Year-over-Year Record Net Income of $12.5 Million, Increasing 1082% Year-over-Year Announces Special Cash Dividend of $0.30 per share Management to Host Conference Call Today at 11:00 a.m. ET GARDEN CITY, NY, May 13, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (NASDAQ: PRP

May 10, 2022 EX-10.2

Inducement Option Award Agreement, dated May 9, 2022, by and between ProPhase Labs, Inc. and Bill White.

Exhibit 10.2 PROPHASE LABS, INC. INDUCEMENT OPTION AWARD AGREEMENT THIS AGREEMENT (the ?Agreement?), is made effective as of the 9th day of May, 2022 (hereinafter called the ?Date of Grant?), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the ?Company?), and Bill White (hereinafter called the ?Optionee?): RECITALS: WHEREAS, the Optionee satisfies the standards for induceme

May 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Numbe

May 10, 2022 EX-99.1

ProPhase Labs Announces Appointment of Bill White as Chief Financial Officer

Exhibit 99.1 ProPhase Labs Announces Appointment of Bill White as Chief Financial Officer Garden City, NY ? May 10, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (Nasdaq: PRPH), a diversified diagnostics and genomics company, announced today that Bill White has been appointed Chief Financial Officer (CFO) of ProPhase Labs, effective May 23, 2022. Mr. White joins ProPhase Labs from Intellicheck, Inc.

May 10, 2022 EX-10.1

Employment Agreement, dated as of May 9, 2022, by and between ProPhase Labs, Inc. and Bill White

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is effective as of May 23, 2022 (the ?Effective Date?), and is entered into by and between ProPhase Labs, Inc. (the ?Company?), and Bill White (?Employee?) (collectively with the Company, the ?Parties?; each of the Parties referred to individually as a ?Party?). WHEREAS, the Company desires to employ Employee, in accord

April 13, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

March 31, 2022 EX-21.1

Subsidiaries of ProPhase Labs, Inc.

EX-21.1 2 ex21-1.htm EXHIBIT 21.1 SUBSIDIARIES OF PROPHASE LABS, INC. State or other Jurisdiction of Ownership Subsidiaries Incorporation Percentage Pharmaloz Manufacturing Inc. Delaware 100 % ProPhase Digital Media, Inc. Delaware 100 % ProPhase Diagnostics, Inc. Delaware 100 % ProPhase Diagnostics NJ, Inc. New York 100 % ProPhase Diagnostics NY, Inc. Delaware 100 % Quigley Pharma Inc. Delaware 10

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21617 ProPhase Labs,

March 30, 2022 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File Nu

March 30, 2022 EX-99.1

ProPhase Labs Announces Record Financial Results for the Fourth Quarter and Full Year Ended December 31, 2021 Record Financial Results also expected for Q1 2022 Company to hold a conference call March 30, 2022, at 11:00AM ET

Exhibit 99.1 ProPhase Labs Announces Record Financial Results for the Fourth Quarter and Full Year Ended December 31, 2021 Record Financial Results also expected for Q1 2022 Company to hold a conference call March 30, 2022, at 11:00AM ET Garden City, NY ? March 30, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (NASDAQ: PRPH), a diversified diagnostics and genomics company, today reported its financi

March 2, 2022 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

March 2, 2022 EX-10.1

Letter Agreement, dated February 28, 2022, by and between ProPhase Labs, Inc. and Justin J. Leonard (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on March 2, 2022).

Exhibit 10.1 ProPhase Labs, Inc. February 28, 2022 Justin J. Leonard 702 Saddlewood Lane Houston, TX 77024 Telephone: (713) 775-2975 Email: [email protected] Re: Termination of Unsecured Convertible Promissory Note and Guaranty Mr. Leonard: Reference is hereby made to that certain Unsecured Convertible Promissory Note and Guaranty dated as of September 15, 2020 (as amended, restated, suppl

February 16, 2022 EX-99.1

ProPhase Labs Announces Special Cash Dividend Anticipates Record Q4 2021 and Q1 2022 Revenues and Profits

Exhibit 99.1 ProPhase Labs Announces Special Cash Dividend Anticipates Record Q4 2021 and Q1 2022 Revenues and Profits Garden City, NY, February 16, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (NASDAQ: PRPH), a diversified biotech and genomics company, announced today that its Board of Directors has declared a special cash dividend in the amount of $0.30 per share on its common stock, payable on M

February 16, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

January 13, 2022 EX-99.1

ProPhase Labs Announces Record COVID-19 Testing in Q4 2021 Q1 2022 Testing Volumes will Significantly Exceed Previous Record Results from Q1 2021 Significant year-over-year growth expected for the next four quarters

Exhibit 99.1 ProPhase Labs Announces Record COVID-19 Testing in Q4 2021 Q1 2022 Testing Volumes will Significantly Exceed Previous Record Results from Q1 2021 Significant year-over-year growth expected for the next four quarters Garden City, NY, January 13, 2022 (GLOBE NEWSWIRE) ? ProPhase Labs, Inc. (NASDAQ: PRPH), a diversified biotech and genomics company, today announces that testing volumes e

January 13, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2022 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

January 4, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 19, 2021 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation) (Commission File

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