PRPH / ProPhase Labs, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

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, 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 000-216

SUBSIDIARIES OF PROPHASE LABS, INC.

EXHIBIT 21.1 SUBSIDIARIES OF PROPHASE LABS, INC. State or other Jurisdiction of Ownership Subsidiaries Incorporation Percentage Nebula Genomics Holdings, Inc. Delaware 100 % Nebula Genomics, Inc. Delaware 100 % ProPhase Biopharma, Inc. Delaware 100 % ProPhase Diagnostics, Inc. Delaware 100 % ProPhase Diagnostics NY, Inc. Delaware 100 % ProPhase Diagnostics UT, Inc. Delaware 100 % ProPhase Global H

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.

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.

ProPhase Labs Initiates Potential Sale or Strategic Partnership of BE-Smart™ and Advances Crown Medical Collections Initiative

Exhibit 1.1 ProPhase Labs Initiates Potential Sale or Strategic Partnership of BE-Smart™ and Advances Crown Medical Collections Initiative Each Initiative Has the Potential to Drive Significant Liquidity and Strengthen the Company’s Balance Sheet UNIONDALE, NY, February 3, 2026 (GLOBE NEWSWIRE) — ProPhase Labs, Inc. (OTC: PRPH) (“ProPhase” or the “Company”), a next-generation biotech, genomics and

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 3, 2026 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): February 3, 2026 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

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 2, 2026 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): February 2, 2026 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

Join ProPhase Labs’ Exclusive Live Investor Webinar and Q&A Session on February 3rd

Exhibit 1.1 Join ProPhase Labs’ Exclusive Live Investor Webinar and Q&A Session on February 3rd UNIONDALE, NY, February 2, 2026 (GLOBE NEWSWIRE) — ProPhase Labs, Inc. (OTC: PRPH) (“ProPhase” or the “Company”) is pleased to invite investors to a webinar on Tuesday, February 3, 2026, at 4:15 p.m. ET. The exclusive event, hosted by RedChip Companies, will feature ProPhase Labs Chairman and CEO Ted Ka

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, 2026 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 26, 2026 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

ProPhase Labs Provides Crown Medical Collections Update; 250+ Insurance Payors Engaged, Approximately 50 Matters in Advanced Settlement Posture

Exhibit 1.1 ProPhase Labs Provides Crown Medical Collections Update; 250+ Insurance Payors Engaged, Approximately 50 Matters in Advanced Settlement Posture UNIONDALE, NY, January 26, 2026 (GLOBE NEWSWIRE): ProPhase Labs, Inc. (OTC: PRPH) (“ProPhase” or the “Company”), a next-generation biotech, genomics and consumer products company, today provided an operational update on the progress of its Crow

COMMON STOCK PURCHASE WARRANT PROPHASE LABS INC.

Exhibit 1.3 Exhibit E NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE 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 EFF

ProPhase Labs Uplists from Pink Sheets to OTC Market

Exhibit 1.1 ProPhase Labs Uplists from Pink Sheets to OTC Market UNIONDALE, NY, January 22, 2026 (GLOBE NEWSWIRE) — ProPhase Labs, Inc. (“ProPhase” or the “Company”), a diversified life sciences and diagnostics company, today announced that its common stock has been approved and uplisted from the Pink Sheets to the OTC market. “We are pleased to have completed this uplisting from the Pink Sheets t

EXHIBIT D: IRREVOCABLE INSTRUCTIONS

Exhibit 1.2 EXHIBIT D: IRREVOCABLE INSTRUCTIONS ProPhase Labs Inc. January 16, 2026 EQ Shareholder Services To the transfer agent of ProPhase Labs Inc.: ProPhase Labs Inc. (the “Company”) has entered into a Stock Purchase Agreement dated as of January 16, 2026 (“SPA”), and issued 549,105 shares of their common stock and a Common Stock Purchase Warrant for 240,369 as the Commitment Shares (as defin

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 23, 2026 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 23, 2026 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

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 22, 2026 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 22, 2026 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

THE PLACEMENT AGENT FOR THIS STOCK PURCHASE AGREEMENT IS ENCLAVE CAPITAL LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA STOCK PURCHASE AGREEMENT

Exhibit 1.1 THE PLACEMENT AGENT FOR THIS STOCK PURCHASE AGREEMENT IS ENCLAVE CAPITAL LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of the 16th day of January 2026 (the “Agreement”) between Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “Investor”), and ProPh

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 9, 2026 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): January 9, 2026 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

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 9, 2026 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): January 9, 2026 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

ProPhase Labs Provides Update on Convertible Debt Conversions, Capital Structure, and Underlying Asset Value

Exhibit 1.1 ProPhase Labs Provides Update on Convertible Debt Conversions, Capital Structure, and Underlying Asset Value UNIONDALE, NY, January 5, 2026 (GLOBE NEWSWIRE) — ProPhase Labs, Inc. (OTC: PRPH) today provided an update to shareholders regarding recent trading activity, its capital structure, and the Company’s underlying asset base. The Company believes that recent volatility in its stock

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 29, 2025 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 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 Fil

NASDAQ ONLINE RESOURCES

Exhibit 99.1 Stanley Higgins Associate Vice President Nasdaq Listing Qualifications By Electronic Delivery to: [email protected] December 29, 2025 Ted Karkus Principal Executive Officer ProPhase Labs, Inc. 626 RXR Plaza 6th Floor Uniondale, New York 11556 Re: ProPhase Labs, Inc. (the “Company”) – Staff Determination Nasdaq Symbol: PRPH Dear Ted Karkus: As you are aware, on December 26, 2024,

WestPark Capital, Inc. The date of this prospectus supplement is December 29, 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 $5,289,599.84 of Shares of Common Stock (Par Value $0.0005 per share) ProPhase Labs, Inc. We have entered into a sales agreement (the “Sales Agreement”) with WestPark Capital, Inc. (“WestPark” or the “Sales Agent”) relating to shares of our common stock, $0.0005 par

cOMMON STOCK SALES AGREEMENT

Exhibit 1.1 $4,265,221 cOMMON STOCK SALES AGREEMENT October 9, 2025 ProPhase Labs, Inc Ted Karkus, CEO 626 RXR Plaza, 6th Floor Uniondale, NY 11556 Ladies and Gentlemen: ProPhase Labs, Inc. (the “Company”), confirms its agreement (this “Agreement”) with WestPark Capital, Inc. (“WestPark”), as follows: 1. Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the t

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, 2025 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 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 Fil

WestPark Capital, Inc. The date of this prospectus supplement is December 19, 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 $5,289,599.84 of Shares of Common Stock (Par Value $0.0005 per share) ProPhase Labs, Inc. We have entered into a sales agreement (the “Sales Agreement”) with WestPark Capital, Inc. (“WestPark” or the “Sales Agent”) relating to shares of our common stock, $0.0005 par

ProPhase Labs Signs Non-Binding LOI for Proposed Reverse Merger with Advanced Biological Laboratories

Exhibit 1.1 ProPhase Labs Signs Non-Binding LOI for Proposed Reverse Merger with Advanced Biological Laboratories Proposed transaction aims to deliver near-term value for ProPhase shareholders, long-term growth for ABL, and create a global, innovation-driven company. Company to hold a virtual conference call today at 10:00 a.m. ET UNIONDALE, NY, Dec. 19, 2025 (GLOBE NEWSWIRE) - 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): December 12, 2025 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 12, 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

cOMMON STOCK SALES AGREEMENT

Exhibit 1.1 $4,265,221 cOMMON STOCK SALES AGREEMENT October 9, 2025 ProPhase Labs, Inc Ted Karkus, CEO 626 RXR Plaza, 6th Floor Uniondale, NY 11556 Ladies and Gentlemen: ProPhase Labs, Inc. (the “Company”), confirms its agreement (this “Agreement”) with WestPark Capital, Inc. (“WestPark”), as follows: 1. Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the t

EX-1

Exhibit 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation

EX-1

Exhibit 1

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): December 10, 202

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): December 10, 2025 PROPHASE LABS, INC. (Exact name of Company as specified in its charter) Delaware 000-21617 23-2577138 (State or other jurisdiction of incorporation

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 10, 2025 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 10, 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 Fil

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 24, 2025 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): November 24, 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 Fil

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 21, 2025 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): November 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 Fil

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 19, 2025 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): November 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

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, 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, In

ProPhase Labs Reported Results for the Third Quarter Ended September 30, 2025, and Will Hold a Virtual Conference Call Today at 2pm ET. ProPhase Labs in discussions for strategic initiative to realize significant underlying value in the Company. Voti

Exhibit 99.1 ProPhase Labs Reported Results for the Third Quarter Ended September 30, 2025, and Will Hold a Virtual Conference Call Today at 2pm ET. ProPhase Labs in discussions for strategic initiative to realize significant underlying value in the Company. Voting for Current Proxy Critically Important. Crown Medical Achieves Final Hurdle. Appointed Special Counsel to Launch Litigation Against 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): November 19, 2025 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): November 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

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: September 30, 2025 ☐ Transition Repo

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

Exhibit 2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC.

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

Exhibit 4 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC.

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

Exhibit 7 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC.

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

Exhibit 3 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC.

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.

EX-1

Exhibit 1

As filed with the Securities and Exchange Commission on October 21, 2025

As filed with the Securities and Exchange Commission on October 21, 2025 Registration No.

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

Exhibit 3 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC.

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

Exhibit 7 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC.

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

Exhibit 4 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC.

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

Exhibit 2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC.

Calculation of Filing Fee Tables Form S-1 ProPhase Labs, Inc. Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-1 ProPhase Labs, Inc. Table 1: Newly Registered Securities The following table sets forth the calculation of the registration fee in accordance with Rules 457(c) and 457(g) under the Securities Act of 1933, as amended. The shares of common stock are being registered for resale by the selling stockholders identified in this prospectus. We will not

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.

EX-1

Exhibit 1

cOMMON STOCK SALES AGREEMENT

Exhibit 1.1 $4,265,221 cOMMON STOCK SALES AGREEMENT October 9, 2025 ProPhase Labs, Inc Ted Karkus, CEO 626 RXR Plaza, 6th Floor Uniondale, NY 11556 Ladies and Gentlemen: ProPhase Labs, Inc. (the “Company”), confirms its agreement (this “Agreement”) with WestPark Capital, Inc. (“WestPark”), as follows: 1. Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the t

cOMMON STOCK SALES AGREEMENT

Exhibit 1.1 $4,265,221 cOMMON STOCK SALES AGREEMENT October 9, 2025 ProPhase Labs, Inc Ted Karkus, CEO 626 RXR Plaza, 6th Floor Uniondale, NY 11556 Ladies and Gentlemen: ProPhase Labs, Inc. (the “Company”), confirms its agreement (this “Agreement”) with WestPark Capital, Inc. (“WestPark”), as follows: 1. Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the t

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 9, 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): October 9, 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

WestPark Capital, Inc. The date of this prospectus supplement is October 15, 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 $4,265,221 Shares of Common Stock (Par Value $0.0005 per share) ProPhase Labs, Inc. We have entered into a sales agreement (the “Sales Agreement”) with WestPark Capital, Inc. (“WestPark” or the “Sales Agent”) relating to shares of our common stock, $0.0005 par value

The date of this prospectus supplement is October 8, 2025.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-283182 PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus Dated November 20, 2024, as supplemented by Prospectus Supplement No. 1 dated January 30, 2025 and the Prospectus Supplement No. 2 dated October 6, 2025) TERMINATION OF PROSPECTUS SUPPLEMENT Relating to the Equity Line of Credit with Keystone Capital Partners, LLC PROPHASE LABS, INC. This pr

PROPHASE LABS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-283182 PROSPECTUS SUPPLEMENT (To the Prospectus Dated November 20, 2024, as supplemented by Prospectus Supplement No. 1 dated January 30, 2025) PROPHASE LABS, INC. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 20, 2024 (the “Prospectus”), as previously supplemented

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 18, 2025 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): September 18, 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 Fil

EX-10.1

Exhibit 10.1

BYLAWS PROPHASE LABS, INC. (As amended and restated September 14, 2025) ARTICLE I – OFFICES

Exhibit 3.2 BYLAWS OF PROPHASE LABS, INC. (As amended and restated September 14, 2025) 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 wit

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 15, 2025 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): September 15, 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 Fil

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

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PROPHASE LABS, INC. ProPhase Labs, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), hereby certifies as follows: 1. Name of Corporation. The name of the corporation is ProPhase Labs, Inc. (the “Corporation”). 2. Board of Director Approval. The Board of Directo

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 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

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.

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

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

LETTER

August 18, 2025 Ted Karkus Chief Executive Officer ProPhase Labs, Inc. 626 RXR Plaza, 6th Floor Uniondale, NY 11556 Re: ProPhase Labs, Inc. Preliminary Proxy Statement on Schedule 14A Filed July 28, 2025 File No. 000-21617 Dear Ted Karkus: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosure

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

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

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

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

EX-1

Exhibit 1

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.

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

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

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

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

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

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

Proxy Card

Exhibit 1

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

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

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

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

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

August 8, 2025 Joshua Gorsky, Esq. Tim Buchmiller, Esq. Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: ProPhase Labs, Inc. Preliminary Proxy Statement on Schedule 14A Filed July 28, 2025 File No. 000-21617 Dear Messrs. Gorsky and Buchmiller: On behalf of ProPhase Labs, Inc. (“the Company”), we submit thi

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.

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

LETTER

August 6, 2025 Ted Karkus Chief Executive Officer ProPhase Labs, Inc. 626 RXR Plaza, 6th Floor Uniondale, NY 11556 Re: ProPhase Labs, Inc. Preliminary Proxy Statement on Schedule 14A Filed July 28, 2025 File No. 000-21617 Dear Ted Karkus: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or ad

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

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

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

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

Proxy Card

Exhibit 1

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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. (

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

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

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

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

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.

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

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

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.

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.

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

Filing Fee Table

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

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

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

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

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

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

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

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

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

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

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

Exhibit 2.1

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

LETTER

November 18, 2024 Ted Karkus Chairman of the Board, Chief Executive Officer and Director ProPhase Labs, Inc.

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.

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

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

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.

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

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

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

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

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

Filing Fee Table

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

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.

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

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

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

FWP

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

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

.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

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

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

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

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

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

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

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

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

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.

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

Filing Fee Table

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

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

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

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.

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.

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. (

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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.

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

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

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

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”)

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

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

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

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

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

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

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

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

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

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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

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

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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

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

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

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

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

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

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

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. (

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

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

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.

ARS

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, 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 La

Corporate Presentation dated April 2023

Exhibit 99.1

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

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

PRPH / ProPhase Labs Inc / Karkus Ted William Activist Investment

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

PRPH / ProPhase Labs Inc / Karkus Ted William Activist Investment

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

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

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

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

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

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

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

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)

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

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

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

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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

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

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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

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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

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

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

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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

PRPH / ProPhase Labs Inc / Karkus Ted William Activist Investment

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