ProPhase Labs, Inc.

PRPH: 10-Q · periodic report

ProPhase Labs' Q2 2026 10-Q discloses substantial doubt about the company's ability to continue as a going concern, with only $20,000 in cash at June 30, 2026, a $3.1 million stockholders' deficit, and management explicitly stating its plans do not alleviate the doubt. The company trades at $0.09 on OTC Markets with a $81.4 million accumulated deficit. Operations are shrinking: Q2 revenue from continuing operations fell about 19% year over year to $1.01 million, and the six-month net loss widened to $8.23 million. Total liabilities stand at $60.5 million, and multiple amended notes are past due. The company's diagnostic subsidiaries (PDX) filed Chapter 11 in September 2025 and have been deconsolidated, leaving a $43.2 million equity-method investment and $27.6 million of intercompany payables; a joint plan of reorganization was filed June 29, 2026 with CEO Ted Karkus remaining in place. Survival now depends on high-cost funding: convertible notes priced at 60-80% of the lowest recent trading prices, a $10 million equity line with Generating Alpha, and a $5.3 million ATM. Roughly 15.2 million anti-dilutive shares (including 13.8 million from convertible notes) sit against about 15.6 million shares outstanding, signaling severe dilution risk ahead.

SEC 10-Q•2mo ago

PRPH: NT 10-Q · late filing

ProPhase Labs filed a Form 12b-25 notifying the SEC that it cannot timely file its Form 10-Q for the quarter ended June 30, 2026, citing the additional time needed to complete review procedures by its independent registered public accounting firm. The more serious disclosure is in Part IV: the company confirms its Annual Report on Form 10-K for the year ended December 31, 2025 has also not been filed, meaning ProPhase is now delinquent on both its annual and quarterly reports. Compounding delinquencies of this kind often precede restatements, going-concern warnings, or exchange-listing compliance problems. Management says it is working diligently with its auditors to finalize the financial statements and related disclosures and expects to file the 10-Q within the five-calendar-day grace period under Rule 12b-25. The company also states it does not anticipate a significant change in results of operations versus the corresponding prior-year period.

SEC NT 10-Q•2mo ago

PRPH: 8-K · debt financing

ProPhase Labs entered into a Loan Agreement with J.J. Astor & Co. on July 31, 2026 for a senior secured convertible loan: the company borrowed $1,500,000 against a $2,085,000 note (a 1.39x factor rate) and received only $1,020,000 in net proceeds after a $60,000 origination fee and other reserves. Repayment is via weekly installments of at least $20,000 for the first 15 weeks, then $48,243.24 weekly, maturing July 31, 2027. The terms are heavily lender-favorable. After 12 months the lender can convert at $0.075 per share, an uncured default raises the balance to 110% of principal (up to $2,293,500) accruing 19% interest compounded daily, and CEO Ted Karkus personally guaranteed the obligations. Conversions are capped at 19.9% of shares outstanding unless stockholders approve more. The loan is explicitly structured to fund the Chapter 11 plan of ProPhase's diagnostics subsidiaries (Case No. 25-19833 CMG, District of New Jersey): 75% of subsidiary receivables collections go directly to the lender — 100% upon default — and the parent holds a $9,998,503.80 secured note against the debtors. ProPhase also disclosed its stock was delisted from Nasdaq for trading below $1.00 and now trades on OTC; it must complete a reverse stock split within 30 days of funding and hold a stockholders meeting on an authorized-share increase, underscoring acute liquidity and dilution risk.

SEC 8-K•2mo ago

PRPH: 10-Q/A · restatement

ProPhase Labs, Inc. filed Amendment No. 2 to its Form 10-Q for the quarter ended March 31, 2026, to restate its condensed consolidated financial statements. The restatement corrects errors identified in revenue, cost of goods sold, and deferred revenue, which increased reported revenue from $478,000 to $1,169,000 and adjusted the net loss to $5.2 million. The accompanying notes include a going concern disclosure, stating that the company had minimal cash resources of $31,000 and a significant working capital deficit as of March 31, 2026. Management noted that these conditions raise substantial doubt about the company’s ability to continue as a going concern within one year. Operations remain challenged, with the company relying on various financing instruments including convertible notes and agreements for the sale of future receipts to fund operations. The company also confirmed the deconsolidation of its diagnostic services subsidiaries following their Chapter 11 bankruptcy filings in late 2025.

SEC 10-Q/A•3mo ago

PRPH: 10-Q/A · periodic report

ProPhase Labs reported a net loss of $5.4 million for the quarter ended March 31, 2026, driven by a $2.6 million operating loss and significant interest and debt extinguishment costs. Revenue declined 67% year-over-year to $478,000, reflecting the cessation of its COVID-19 diagnostic testing business and the deconsolidation of its bankrupt diagnostic subsidiaries. The company faces severe liquidity constraints, holding only $31,000 in cash against $59.3 million in total liabilities. Management explicitly stated that its plans to improve liquidity do not alleviate substantial doubt about the company’s ability to continue as a going concern within one year. To sustain operations, ProPhase has relied heavily on high-cost financing, including convertible notes with aggressive discount features and future receipts agreements. The company also issued over 4 million shares through debt conversions and equity offerings during the quarter, resulting in significant dilution to existing shareholders.

SEC 10-Q/A•3mo ago

PRPH: 10-Q · periodic report

ProPhase Labs reported a steep decline in financial performance for the quarter ended March 31, 2026, with revenue plummeting 67% to $478,000 compared to $1.43 million in the prior year period. The company recorded a net loss of $5.35 million, or $0.43 per share, reversing the prior year's net income which was bolstered by a gain from discontinued operations. Management issued a severe going concern warning, stating there is substantial doubt about the company's ability to continue as a going concern within one year. The financial statements reveal minimal cash resources of $31,000, a working capital deficit, and negative stockholders' equity of $(614,000), with management admitting its current plans do not alleviate these substantial doubts. Operations have been significantly impacted by the Chapter 11 bankruptcy filing of its diagnostic services subsidiary, ProPhase Diagnostics, which ceased COVID-19 testing operations in 2025. To fund operations, the company has engaged in multiple financing activities, including issuing convertible notes, selling future receipts, and entering into equity line agreements.

SEC 10-Q•3mo ago

PRPH: 10-K · periodic report

ProPhase Labs reported a net loss of $14.7 million for the fiscal year ended December 31, 2025, with revenue declining 35.8% to $4.3 million. The company holds only $90,000 in cash and faces a $49.9 million working capital deficit, prompting explicit going-concern language in the filing. The company’s diagnostic subsidiaries, ProPhase Diagnostics, filed for Chapter 11 bankruptcy in September 2025 due to the collapse of COVID-19 testing demand. ProPhase Labs has deconsolidated these entities from its financial statements and is pursuing reorganization to collect accounts receivable. Despite the financial distress, the company is advancing its BE-Smart esophageal cancer diagnostic test, which received a new patent in August 2025. Management is exploring strategic alternatives, including a proposed $6 million private placement and a digital asset treasury strategy, to secure liquidity.

SEC 10-K•4mo ago

PRPH: NT 10-Q · late filing

ProPhase Labs, Inc. filed a Form 12b-25 notification stating it cannot file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, without unreasonable effort or expense. The delay is attributed to the additional time required to complete the year-end financial reporting process and the Annual Report on Form 10-K, including ongoing audit procedures by its independent registered public accounting firm. Critically, the filing confirms that the Annual Report on Form 10-K for the year ended December 31, 2025, has also not been filed, indicating a broader breakdown in financial reporting compliance.

SEC NT 10-Q•5mo ago