UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On July 31, 2026, ProPhase Labs, Inc. (the “Company”) entered into a Loan Agreement with J.J. Astor & Co. (the “Lender”) providing for a senior secured convertible loan in the original principal amount of $2,085,000 in exchange for funding of $1,500,000, before the deduction of agreed-upon fees, reserves and other amounts provided for in the Loan Agreement. The Company received net proceeds at closing of $1,020,000 in accordance with the terms of the Loan Agreement. The loan is payable in weekly installments and matures in accordance with the terms set forth in the Loan Agreement.
The Loan Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Loan Agreement, dated July 31, 2026, by and between ProPhase Labs, Inc. and J.J. Astor & Co. | |
| 10.2 | Form of $2,085,000 senior secured installment promissory note of ProPhase Labs, Inc. | |
| 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: August 06, 2026 | ||