8-K
ProPhase Labs, Inc. (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): January 22, 2026
PROPHASE
LABS, INC.
(Exact name of Company as specified in its charter)
| Delaware | 000-21617 | 23-2577138 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation ) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 626 RXR Plaza, 6th Floor<br><br> <br>Uniondale, New York | 11556 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14(d)-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of Each Class | Trading<br> Symbol | Name<br> of Each Exchange of Which Registered |
|---|---|---|
| Common<br> Stock, par value $0.0005 | PRPH | OTC<br> ID |
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. ☐
Item8.01 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. On January 22, 2026, ProPhase Labs, Inc. (“The Company”) issued a press release providing an update to shareholders that its common stock has been approved and uplisted from the Pink Sheets to the OTCID Market.
A copy of the press release is furnished as Exhibit 1.1 to this Current Report on Form 8-K.
Item9.01 Financial Statements and Exhibits
(d) Exhibits
| 1.1 | Press Release dated January 22, 2026. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline<br>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<br> Karkus | |
| Chairman<br> of the Board and Chief Executive Officer | |
| Date:<br> Friday, January 23, 2026 |
Exhibit1.1
ProPhaseLabs 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 to the OTC market,” said Ted Karkus, Chairman and Chief Executive Officer of ProPhase Labs. “We believe the coming weeks will mark an important inflection point for ProPhase Labs. We continue to see encouraging momentum in our Crown Medical collections initiative, and we plan to provide a positive operational update on that effort very shortly. We also plan to provide a strategic update on our BE-Smart^®^ Esophageal Cancer Test in the near term.”
ProPhase Labs remains focused on executing across its core businesses, strengthening its financial position, and advancing initiatives intended to drive long-term shareholder value.
AboutProPhase Labs Inc.
ProPhase Labs Inc. (OTC: PRPH) (“ProPhase”) is a next-generation biotech, genomics and consumer products company. Our mission is to build a healthier world through bold innovation and actionable insight. We’re revolutionizing healthcare with industry-leading Whole Genome Sequencing solutions, groundbreaking diagnostic development, such as our potentially life-saving test for the early detection of esophageal cancer, and a world-class direct-to-consumer marketing platform for cutting-edge OTC dietary supplements. We develop, manufacture, and commercialize health and wellness solutions to enable people to live their best lives. We are committed to executional excellence, smart diversification, and a synergistic, omni-channel approach. ProPhase Labs’ valuable subsidiaries, their synergies, and significant growth underscore our potential for long-term value. www.ProPhaseLabs.com
Forward-LookingStatements
Except for the historical information contained herein, this document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our strategy, plans, objectives and initiatives, including our expectations regarding the future revenue growth potential of each of our subsidiaries, our expected timeline for commercializing our BE-Smart Esophageal Cancer Test, our expectations regarding future liquidity events, the success of our efforts to collect accounts receivables and anticipated timeline for any payments relating thereto, and our ability to successfully transition into a consumer products company. Management believes that these forward-looking statements are reasonable as and when made. However, such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected in the forward-looking statements. These risks and uncertainties include but are not limited to our ability to obtain and maintain necessary regulatory approvals, general economic conditions, consumer demand for our products and services, challenges relating to entering into and growing new business lines, the competitive environment, and the risk factors listed from time to time in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any other SEC filings. These forward-looking statements are subject to risks and uncertainties and actual results may differ materially. Details about these risks and uncertainties can be found in our filings with the SEC. The Company undertakes no obligation to update forward-looking statements except as required by applicable securities laws. Readers are cautioned that forward-looking statements are not guarantees of future performance and are cautioned not to place undue reliance on any forward-looking statements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
InvestorRelations Contact:
DaveGentry, CEO
RedChip Companies, Inc.
1-800-REDCHIP (733-2447)
1-407-644-4256
PRPH@redchip.com
RetailInvestor Relations Contact:
RenmarkFinancial Communications
John Boidman: jboidman@renmarkfinancial.com
Tel.: (416) 644-2020 or (212) 812-7680
www.renmarkfinancial.com