ProPhase Labs Inc美股招股说明书(2025-10-15版)

Up to $4,265,221 Shares of Common Stock(Par Value $0.0005 per share) ProPhase Labs, Inc. We have entered into a sales agreement (the “Sales Agreement”) with WestPark Capital, Inc. (“WestPark” or the “Sales Agent”)relating to shares of our common stock, $0.0005 par value per share, offered by this prospectus supplement and accompanying baseprospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock from time to timeup to an aggregate offering price of $4,265,221 through or to the Sales Agent, acting as sales agent or principal. Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sellshares of common stock by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under theSecurities Act of 1933, as amended (the “Securities Act”). The Sales Agent will use its commercially reasonable efforts consistent withits normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq CapitalMarket. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. We will pay the Sales Agent a total commission for its services in acting as agent in the sale of common stock equal to 3.0% of thegross sales price per share of all shares sold through the Sales Agent as agent under the Sales Agreement. See “Plan of Distribution”for information relating to certain expenses of the Sales Agent to be reimbursed by us. In connection with the sale of common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaningof the Securities Act and the compensation to the Sales Agent will be deemed to be underwriting commissions or discounts. We havealso agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities underthe Securities Act. In addition to sales of shares through or to the Sales Agent as described in this prospectus supplement, we may from time-to-timeissue, sell, or pledge a portion of the shares offered by this prospectus supplement as collateral to secure loan or credit facilities withthird-party lenders. Any such issuances or pledges will not exceed the aggregate dollar amount of securities registered under our shelfregistration statement and will be counted against the maximum limit of securities we are permitted to offer and sell under the “babyshelf” rules applicable to smaller reporting companies. The Sales Agent will not receive any compensation from the issuance, sale, orpledge of the collateral shares. See “Use of Proceeds” and “Plan of Distribution” for additional information. Our common stock is traded on The Nasdaq Capital Market tier of The Nasdaq Stock Market, LLC under the symbol “PRPH.” OnOctober 14, 2025, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.53 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, orour public float, was approximately $23,330,689 based on 38,884,482 outstanding shares of common stock held by non-affiliates and aper share price of $0.60, the closing price of our common stock on October 6, 2025, which is the highest closing sale price of ourcommon stock on The Nasdaq Capital Market within the prior 60 days. We have sold an aggregate of $3,277,563.00 of securitiespursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of thisprospectus supplement. We are thus currently eligible to offer and sell up to an aggregate of $4,265,221 of our common stock pursuantto General Instruction I.B.6 of Form S-3. We are a smaller reporting company under Rule 405 of the Securities Act and, as such, have elected to comply with certain reducedpublic company reporting requirements for this prospectus, the documents incorporated by reference herein and future filings. INVESTINGIN OUR SECURITIES INVOLVES RISKS.WE STRONGLY RECOMMEND THAT YOU READCAREFULLY THE RISKS WE DESCRIBE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING BASEPROSPECTUS, AS WELL AS THE RISK FACTORS THAT ARE INCORPORATED BY REFERENCE INTO THISPROSPECTUS SUPPLEMENT AND THE ACCOMPANYING BASE PROSPECTUS FROM OUR FILINGS MADE WITHTHE SECURITIES AND EXCHANGE COMMISSION. SEE “RISK FACTORS” BEGINNING ON PAGE S-12 OF THISPROSPECTUS SUPPLEMENT AND PAGE 3 OF THE ACCOMPANYING BASE PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved thesecurities we may be offering or determined if this prospectus is accurate or complete. Any representation to the contrary is acriminal offense. WestPark Capital, Inc. The date of this prospectus supplement is October 15, 2025 PROSPECTUS SUPPLEMENT About this Prospectus SupplementS-iSummaryS-1The O