ProPhase Labs Files Definitive Proxy Statement

TL;DR

ProPhase Labs (PRPH) filed its proxy statement - shareholders vote soon on exec pay & board.

AI Summary

ProPhase Labs, Inc. filed its definitive proxy statement on August 15, 2025, for its annual meeting. The filing, designated as DEF 14A, outlines the company's governance and proposals for shareholder vote. Key details regarding executive compensation, director elections, and other corporate matters are expected to be detailed within the full proxy statement.

Why It Matters

This filing is crucial for shareholders as it details the company's leadership, executive compensation, and proposals requiring their vote, impacting corporate direction and shareholder rights.

Risk Assessment

Risk Level: medium — Proxy statements are routine filings, but the specific proposals and voting outcomes can significantly impact a company's future performance and stock price.

Key Numbers

• 20250815 — Filing Date (Date the definitive proxy statement was filed with the SEC.)

Key Players & Entities

• ProPhase Labs, Inc. (company) — Registrant
• August 15, 2025 (date) — Filing Date
• DEF 14A (document_type) — Filing Type
• QUIGLEY CORP (company) — Former Company Name

FAQ

Key Financial Figures

• $15 million — in its discretion, to repurchase up to $15 million of its outstanding common stock from ti
• $3 million — July 22, 2025, including any additional $3 million permitted on substantially similar term
• $0.0005 — Company’s common stock, par value $0.0005 per share, that you own as of the close

Filing Documents

• formdef14a.htm (DEF 14A) — 515KB
• ex1.htm (EX-1) — 3KB
• ex2.htm (EX-2) — 78KB
• ex3.htm (EX-3) — 79KB
• ex4.htm (EX-4) — 73KB
• ex5.htm (EX-5) — 73KB
• ex6.htm (EX-99) — 21KB
• ex7.htm (EX-7) — 158KB
• formpre14a_001.jpg (GRAPHIC) — 4KB
• proxy_001.jpg (GRAPHIC) — 434KB
• proxy_002.jpg (GRAPHIC) — 193KB
• 0001641172-25-024375.txt ( ) — 1868KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE DEF 14A (Rule 14a-101) Proxy 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 §240.14a-12 PROPHASE LABS, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials: Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 August 15, 2025 Dear Stockholder: The ProPhase Labs, Inc. Special Meeting of Stockholders (the “Special Meeting”) will be held on Tuesday, September 9, 2025, at 4:00 p.m. Eastern Time, at 273 Merrick Road, Lynbrook, NY 11563. The meeting will start promptly at 4:00 p.m., Eastern Time. Stockholders are invited to attend the Special Meeting. Whether or not you plan to attend the Special Meeting in person, your vote is important. Please vote your shares by proxy in advance of the Special Meeting as instructed in the enclosed proxy card if you are a record holder or, for shares held in street name, the voting instruction form provided by your bank, broker or nominee. Even if you have voted by proxy, you may still vote in person if you attend the Special Meeting. Please note, however, that if your shares are held of record by a bank, broker or similar institution and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder. Details of the business to be conducted at the Special Meeting are included in the attached Notice of Special Meeting and Proxy Statement. Very truly yours, /s/ Ted Karkus Ted Karkus Chairman of the Board of Directors and Chief Executive Officer 2 ProPhase Labs, Inc. 626 RXR Plaza, 6th Floor Uniondale, New York 11556 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS to be held Tuesday, September 9, 2025 TO THE STOCKHOLDERS OF PROPHASE LABS, INC.: NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of ProPhase Labs, Inc. (the “Company”), a Delaware corporation, will be held at 273 Merrick Road, Lynbrook, NY 11563, on Tuesday, September 9, 2025, at 4:00 p.m., Eastern Time, for the following purposes: (1) To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), (i) an amendment to the Company’s Amended and Restated 2022 Equity Compensation Plan to increase the number of shares authorized for issuance thereunder by 3,000,000 shares, and (ii) the adoption of the Company’s Amended and Restated 2025 Equity Compensation Plan, as approved by the Board of Directors, to supersede the 2022 Plan, contingent on the approval of Proposal 3. (Proposal 1); (2) To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), (i) an amendment to the Company’s Amended and Restated 2022 Directors’ Equity Compensation Plan to increase the number of shares authorized for issuance thereunder by 500,000 shares, and (ii) the adoption of the Company’s Amended and Restated 2025 Directors’ Equity Compensation Plan, as approved by the Board of Directors, to supersede the 2022 Directors’ Plan, contingent on the approval of Proposal 3. (Proposal 2); (3) To approve an amendment to Article FOURTH of the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 50,000,000 to 1,000,000,000 shares, as recommended by the Board of Directors to transform the structure of the Company to have the flexibility to attract investors and execute on the optimal crypto treasury strategy. (Proposal 3); (4) To approve, on a non-binding, advisory basis, the Board of Directors’ adoption of a share repurchase program authorizing the Company, in its discretion, to repurchase up to $15 million of its outstanding common stock from time to time in the open market or through privately negotiated transactions, subject to applicable law and the Company’s financial condition. (Proposal 4); (5) To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance by the Company of up to 226,310,704 shares of common stock (and/or securities convertible into or exercisable for common stock) in connection with the private placement entered into on July 22, 2025, including any additional $3 million permitted on substantially similar terms, which may result in the issuance of more than 20% of the Company’s outstanding shares as of the date of issuance, at a price that ma

View Full Filing

View this DEF 14A filing on SEC EDGAR