FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 000-21617 ProPhase Labs, Inc. (Exact name of registrant as specified in its charter) (516) 989-0763(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subjectto such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding 12 months (or shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. ProPhase Labs, Inc. and SubsidiariesTABLE OF CONTENTS PAGEPART I. FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)3Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20253Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 20254Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 20255Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20257Notes to Condensed Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 3.Quantitative and Qualitative Disclosures about Market Risk38Item 4.Controls and Procedures38PART II. OTHER INFORMATIONItem 1.Legal Proceedings39Item 1A.Risk Factors39Item 2.Unregistered Sales of Equity Securities and Use of Proceeds42Item 3.Defaults Upon Senior Securities42Item 4.Mine Safety Disclosures42Item 5.Other Information42Item 6.Exhibits43Signatures442 ProPhase Labs, Inc. and SubsidiariesCondensed Consolidated Balance Sheets(in thousands, except share and per share amounts) LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities COMMITMENTS AND CONTINGENCIES Stockholders’ equity (deficit)Preferred stock authorized 1,000,000, $0.0005 par value, no shares issued andoutstanding--Common stock authorized 1,000,000,000, $0.0005 par value, 14,016,024 and8,966,406 shares outstanding, respectively74Additional paid-in capital127,710126,481Accumulated deficit(78,490)(73,136)Treasury stock, at cost, 869,208 and 869,208 shares, respectively (1)(49,643)(49,643)Accumulated other comprehensive loss(198)(198)Total stockholders’ equity (deficit)(614)3,508TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFECIT)$58,730$59,871 ProPhase Labs, Inc. and SubsidiariesCondensed Consolidated Statements of Operations(in thousands, except per share amounts)(unaudited) ProPhase Labs, Inc. and SubsidiariesCondensed Consolidated Statements of Stockholders’ Equity(in thousands, except share data)(unaudited) ProPhase Labs, Inc. and SubsidiariesCondensed Consolidated Statements of Stockholders’ Equity(in thousands, except share data)(unaudited)Continued ProPhase Labs, Inc. and SubsidiariesCondensed Consolidated Statements of Cash Flows(in thousands)(unaudited) ProPhase Labs, Inc. and SubsidiariesNotes to Condensed Consolidated Financial Statements(unaudited) Note 1 - Organization and Business ProPhase Labs, Inc. (“ProPhase”, “we”, “us”, “our” or the “Company”) is a next-generation biotech, genomics and consumer productscompany. We are also focused on licensing, developing and commercializing novel drugs, dietary supplements, compounds and diagnostics. Our wholly-owned subsidiary, ProPhase Diagnostics, Inc., and two indirectly wholly-owned subsidiaries, ProPhase Diagnostics NY,Inc. and ProPhase Diagnostics NJ, Inc., ceased providing COVID-19 dia