ProPhase Labs Files 8-K with Key Corporate Changes

TL;DR

ProPhase Labs 8-K drops: new board members, charter changes, and shareholder votes incoming. Big shakeup!

AI Summary

On September 15, 2025, ProPhase Labs, Inc. filed an 8-K report detailing several significant corporate events. These include the entry into a material definitive agreement, the departure and election of directors and officers, amendments to its articles of incorporation, and the submission of matters to a security holder vote. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant structural and governance changes within ProPhase Labs, Inc., which could impact its strategic direction and operational focus.

Risk Assessment

Risk Level: medium — The filing indicates substantial corporate governance changes and potential strategic shifts, which inherently carry a medium level of risk due to the uncertainty of their impact.

Key Numbers

• 000-21617 — SEC File Number (Identifies the company's filing history with the SEC)
• 23-2577138 — EIN (Employer Identification Number for ProPhase Labs, Inc.)

Key Players & Entities

• ProPhase Labs, Inc. (company) — Filer of the 8-K report
• September 15, 2025 (date) — Date of the earliest event reported
• Delaware (jurisdiction) — State of incorporation
• QUIGLEY CORP (company) — Former company name

FAQ

Key Financial Figures

• $0.0005 — ch Registered Common Stock, par value $0.0005 PRPH Nasdaq Capital Market Indic
• $500,000 — f Executive Officer, Ted Karkus, loaned $500,000 to the Company. In consideration for su

Filing Documents

• form8-k.htm (8-K) — 63KB
• ex3-1.htm (EX-3.1) — 15KB
• ex3-2.htm (EX-3.2) — 163KB
• 0001493152-25-013415.txt ( ) — 445KB
• prph-20250915.xsd (EX-101.SCH) — 3KB
• prph-20250915_lab.xml (EX-101.LAB) — 33KB
• prph-20250915_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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 File Number) (I.R.S. Employer Identification No.) 626 RXR Plaza , 6 th Floor Uniondale , New York 11556 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 989-0763 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered Pursuant to Section 12(b) of the Exchange Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, par value $0.0005 PRPH Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. Item 5.02(e) Compensatory Arrangements of Certain Officer s At the Special Meeting, the Company's stockholders approved the Amended and Restated 2022 Equity Incentive Plan (Proposal 1) and the 2025 Equity Incentive Plan (Proposal 2). Because the Company's named executive officers are eligible to participate in these plans, such approval constitutes the entry into, or amendment of, material compensatory arrangements with the Company's named executive officers. The material terms of each plan are described in the Company's definitive proxy statement filed with the SEC on August 15, 2025, under "Proposals 1 and 2," which description is incorporated herein by reference. The full text of each plan is included as Appendix A and Appendix B, respectively, to the definitive proxy statement and is incorporated herein by reference as Exhibits 10.1 and 10.2. Additional Compensatory Arrangements. As previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on June 22, 2025, in connection with a financing transaction, the Company's Chairman and Chief Executive Officer, Ted Karkus, loaned $500,000 to the Company. In consideration for such loan, the Company issued to Mr. Karkus an unvested warrant to purchase 500,000 shares of common stock that was contingent on shareholder approval of the amendment of the Company's Articles of Incorporation to increase the authorized shares of common stock to 1,000,000,000 and that would not vest in the event the shareholders did not approve the amendment. In addition, in connection with the same financing, the Company issued an unvested warrant to purchase 500,000 shares of common stock to an investor subject to the same contingency. As a result of the stockholder approvals at the Special Meeting authorizing the increase in the authorized shares of common stock, the condition has been satisfied and the warrants are now fully exercisable in accordance with their terms. Item 5.03 Amendment to Articles of Incorporation or Bylaws Charter Amendment (Proposal 3) At the Special Meeting, stockholders also approved Certificate of Amendment to its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 1,000,000,000. A conformed copy of the Certificate of Amendment is filed herewith as Exhibit 3.1. The Company will file by amendment to this Current Report a certified copy of the Certificate of Amendment once received from the Delaware Secretary of State. Share Reservation for July 28, 2025 Financing. As a result of the increase in authorized shares effected by the Certificate of Amendment, the Company has increased the number of shares of common stock reserved for issuance upon conversion of its outstanding 20% original issue discount convertible notes and exercise of related warrants issued in its July 22, 2025 private placement. In accordance with the terms of the fin

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View this 8-K filing on SEC EDGAR