ProPhase Labs(PRPH) - 2025 Q3 - Quarterly Report

Financial Performance - For the three months ended September 30, 2025, net revenue was $0.9 million, a decrease of 35.7% from $1.4 million for the same period in 2024[272]. - Gross margin for the three months ended September 30, 2025 was (13.9)%, compared to 15.2% for the same period in 2024, reflecting a decrease of 29.1 percentage points[274]. - General and administration expenses for the three months ended September 30, 2025 were $4.6 million, down 30.3% from $6.6 million in the same period of 2024[275]. - Research and development costs for the three months ended September 30, 2025 were $6,000, a significant decrease of 95.1% from $122,000 for the same period in 2024[276]. - Net loss from continuing operations for the three months ended September 30, 2025 was $6.8 million, or $(0.16) per share, compared to a net loss of $5.0 million, or $(0.26) per share, for the same period in 2024[278][279]. - For the nine months ended September 30, 2025, net revenue was $3.6 million, a decrease of 32.1% from $5.3 million for the same period in 2024[280]. - Gross margin profit for the nine months ended September 30, 2025 was $1.1 million, compared to a gross margin loss of zero for the same period in 2024[282]. - General and administration expenses for the nine months ended September 30, 2025 were $13.4 million, down 36.1% from $20.8 million in the same period of 2024[283]. - Interest expense for the nine months ended September 30, 2025 was $2.7 million, an increase of 35.9% from $2.0 million for the same period in 2024[285]. - As of September 30, 2025, the company's working capital deficit was $47.5 million, compared to $1.5 million as of December 31, 2024[293]. - The company estimates it will have enough cash and liquidity to finance its operating requirements for at least 12 months from the date of filing the financial statements[294]. - The company anticipates continuing to incur losses and will need additional capital to fund operations, which may be raised through public or private equity or debt financings[298]. Business Developments - ProPhase Labs, Inc. ceased providing COVID-19 diagnostic testing in May 2025 due to insurance carriers stopping payment for claims, leading to a Chapter 11 reorganization filing on September 22, 2025[244]. - The BE-Smart™ Esophageal Pre-Cancer Diagnostic Screening Test achieved a technical success rate greater than 95% in a validation study completed on June 17, 2025, with commercialization planned for Q1 2026 and broader insurance-backed commercialization targeted for Q3 2026[251]. - The U.S. District Court vacated the FDA's Final Rule expanding oversight of Laboratory Developed Tests (LDTs), allowing for faster market entry for the BE-Smart™ test[252]. - ProPhase acquired Nebula Genomics, Inc. in August 2021, focusing on genomics sequencing technologies and exploring the potential sale of Nebula while growing its genomics business[245]. - DNA Complete, formed in September 2024, offers whole genome sequencing products with plans to expand into retail stores and provide testing for universities[246]. - DNA Complete provides three tiers of DNA testing (Essential, Pro, Elite) with varying levels of analysis and personalized health reports, including over 350 reports for the Elite tier[260]. - Nebula Genomics offers affordable whole genome sequencing and over 300 personalized reports, with a subscription model for ongoing updates[258]. - The BE-Smart™ test is supported by a full intellectual property portfolio, with protection expected until 2040, enhancing commercialization efforts[256]. - ProPhase owns dietary supplements under the TK Supplements® brand, including products like Legendz XL® and Triple Edge XL®[249]. Bankruptcy and Legal Matters - The bankruptcy filing aims to streamline recovery of potentially tens of millions in unpaid insurance claims related to COVID-19 testing[244]. - The company has not generated diagnostic services revenue for the three months ended September 30, 2025, due to the expiration of the federal Public Health Emergency related to COVID-19[315]. Market and Economic Conditions - The company is subject to inflationary trends, which may impact costs related to retail operations and diagnostic services[320]. - Current economic conditions may lead to a decline in business and consumer spending, adversely affecting financial performance[326]. - There have been no material changes to market risk exposures since December 31, 2024[327]. - The company does not expect material losses in its investment portfolio or excessive exposure to market risks associated with interest rates[325]. Financing Activities - The company entered into a Sales Agreement with WestPark Capital, Inc. to offer and sell shares of its common stock with an aggregate offering price of up to $100 million[316]. - In April 2024, the company sold 1,033,500 shares of common stock, receiving cash proceeds of $4.6 million, net of offering costs[318]. - On November 12, 2024, the company closed on a public offering, selling 4,795,000 shares at a price of $0.72 per share, resulting in net cash proceeds of $3 million[319]. Contractual Obligations - The company has contractual obligations to pay Global BioLife a royalty of 5.5% on sales of Equivir products after the first commercial sale[308]. - Under the Linebacker License Agreement, the company must pay $900,000 upon achieving a first Phase 3 study and an additional $1 million upon receiving regulatory approval for the first product[309]. - The company purchased assets from Stella Diagnostics for $3.5 million in cash and 100,000 shares of common stock, with additional royalties of 5% of Adjusted Gross Margin for seven years post-commercialization[310][312].