Amendment: ProPhase Labs Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 30, 2025, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of one (1) share for every ten (10) shares of common stock outstanding.
The Company effected the Reverse Stock Split in connection with its reverse merger strategy as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 21, 2025.
On December 2, 2025, ProPhase Labs, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0005 per share (the “Common Stock”) (the “Reverse Stock Split”). The Certificate of Amendment became effective on December 2, 2025. The reverse stock split was implemented to increase the per-share trading price of the Company’s common stock to meet continued listing requirements. The Reverse Stock Split will become effective as of 8:00 a.m., Eastern Time, on December 22, 2025 (the “Effective Time”).
At the Effective Time, every 10 shares of Common Stock issued and outstanding immediately prior to the Effective Time will automatically be combined into one issued and outstanding share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, any stockholder who otherwise would be entitled to receive a fractional share as a result of the Reverse Stock Split will receive one whole share of Common Stock in lieu of such fractional share, with the result that all fractional shares will be rounded up to the nearest whole share.
The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in the Company, except for adjustments that may result from the treatment of fractional shares as described above. The Reverse Stock Split will not change the par value of the Common Stock and will not affect the number of authorized shares of Common Stock or the rights and preferences of the Common Stock. Proportionate adjustments will be made to the number of shares of Common Stock underlying the Company’s outstanding equity awards, warrants and other convertible securities, as well as the applicable exercise or conversion prices, as required by the terms of each such security or plan.
The Company has notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Reverse Stock Split. Nasdaq rules require at least ten calendar days’ advance notice before the Reverse Stock Split will be reflected in the trading of the Company’s Common Stock. The Company expects that its Common Stock will begin trading on a Reverse Stock Split-adjusted basis on Nasdaq at the market open on [expected first trading date], 2025, under the existing trading symbol “PRPH.” In connection with the Reverse Stock Split, the Company’s Common Stock is expected to begin trading under new CUSIP number.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events
The
Securities and Exchange Commission requires disclosure of material changes and events that the registrant deems of importance to security
holders via Form 8-K filings. The Company is filing this Form 8-K to comply with the Securities and Exchange Commission’s mandatory
disclosure requirements regarding the reverse stock split.
Following the effective date of the reverse stock split, the Company will have approximately 5,768,951 shares of common stock issued and outstanding. The Company’s transfer agent has been instructed to issue new stock certificates representing the appropriate number of post-split shares to registered stockholders. Stockholders holding shares in book-entry form or through a brokerage account will have their positions automatically adjusted to reflect the reverse stock split.
The reverse stock split was previously approved by the Company’s stockholders at the Special Meeting of Stockholders held on November 24, 2025, and by the Company’s Board of Directors on November 30, 2025. The Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State on December 2, 2025, to effectuate the reverse stock split.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ProPhase Labs, Inc. | ||
| By: | /s/ Ted Karkus | |
| Ted Karkus | ||
| Chairman of the Board and Chief Executive Officer | ||
| Date: Friday, December 12, 2025 | ||