{"url_path":"/sec/prph/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits and Financial Statement Schedules","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/868278/0000868278-26-000005-index.html","accession_number":"0000868278-26-000005","cik":"0000868278","ticker":"PRPH","issuer_name":"ProPhase Labs, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/868278/0000868278-26-000005-index.html","primary_entity_key":"0000868278","primary_entity_name":"ProPhase Labs, Inc."},"word_count":1403,"has_tables":true,"body_markdown":"Item 15.    Exhibits and Financial Statement Schedules\n\n(a)(1) Financial Statements.\n\nThe following consolidated financial statements of ProPhase Labs, Inc., together with the report thereon of Friedman LLP, independent registered public accounting firms, are included in this Annual Report.\n\nPage\n\nReports of Independent Registered Public Accounting Firms\n\n[33](#i488b31e4b35d426dbc5f2bf20556ba36_82)\n\nFinancial Statements:\n\n[Consolidated Balance Sheets](#i488b31e4b35d426dbc5f2bf20556ba36_85)\n\n[35](#i488b31e4b35d426dbc5f2bf20556ba36_85)\n\n[Consolidated Statements of Operations and Other Comprehensive Income (Loss)](#i488b31e4b35d426dbc5f2bf20556ba36_91)\n\n[37](#i488b31e4b35d426dbc5f2bf20556ba36_91)\n\n[Consolidated Statements of Stockholders’ Equity](#i488b31e4b35d426dbc5f2bf20556ba36_94)\n\n[38](#i488b31e4b35d426dbc5f2bf20556ba36_94)\n\n[Consolidated Statements of Cash Flows](#i488b31e4b35d426dbc5f2bf20556ba36_97)\n\n[39](#i488b31e4b35d426dbc5f2bf20556ba36_97)\n\n[Notes to Consolidated Financial Statements](#i488b31e4b35d426dbc5f2bf20556ba36_100)\n\n[40](#i488b31e4b35d426dbc5f2bf20556ba36_100)\n\n(a)(2) Financial Statement Schedules.\n\nAll schedules have been omitted because they are not required or because the required information is given in the consolidated financial statements or Notes thereto set forth under Item 8 above.\n\n(a)(3) Exhibits\n\nExhibitDescription\n\n1\n[Underwriting Agreement dated November 7, 2024 between ProPhase Labs, Inc. and ThinkEquity LLC (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K (File No. 000-21617) filed on November 13, 2024)](https://www.sec.gov/Archives/edgar/data/868278/000149315224044891/ex1-1.htm).\n\n2.1†+\n[Manufacturing Agreement, dated March 29, 2017, by and between Meda Consumer Healthcare Inc., Pharmaloz Manufacturing, Inc. and Prophase Labs, Inc. (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K (File No. 000-21617) filed on March 29, 2017).](https://www.sec.gov/Archives/edgar/data/868278/000149315217002984/ex2-2.htm)\n\n2.2+\n[Stock Purchase Agreement dated January 16, 2025, between ProPhase Labs, Inc. and JL Projects, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K (File No. 000-21617) filed on January 23, 2025)](https://www.sec.gov/Archives/edgar/data/868278/000149315225003425/ex2-1.htm).\n\n3.1\n[Certificate of Incorporation of the Company, (incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K (File No. 000-21617) filed on June 19, 2015).](https://www.sec.gov/Archives/edgar/data/868278/000114420415038044/v413615_ex3-3.htm)\n\n3.2\n[Amended and Restated Bylaws of the Company (as of March 26, 2024) (incorporated by reference to Exhibit 3.2 of the Annual Report on Form 10-K (File No. 000-21617) filed on March 29, 2024)](https://www.sec.gov/Archives/edgar/data/868278/000086827824000004/prophase-bylaws2024.htm).\n\n3.2.1\n[Amended and Restated Bylaws of the Company (as of March 26, 2024, marked to show changes) (incorporated by reference to Exhibit 3.2.1 of the Annual Report on Form 10-K (File No. 000-21617) filed on March 29, 2024)](https://www.sec.gov/Archives/edgar/data/868278/000086827824000004/literacompareredline-pro.htm).\n\n4.1\n[Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Form 10-KSB/A (File No. 000-21617) filed on April 4, 1997).](https://www.sec.gov/Archives/edgar/data/868278/0000921895-97-000237.txt)\n\n4.2\n[Description of Common Stock (incorporated by reference to Exhibit 4.3 of the Annual Report on Form 10-K (File No. 000-21617) filed on March 26, 2020).](https://www.sec.gov/Archives/edgar/data/868278/000149315220004807/ex4-3.htm)\n\n10.1\n[Form of Indemnification Agreement between the Company and each of its Officers and Directors, dated August 19, 2009 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on August 19, 2009).](https://www.sec.gov/Archives/edgar/data/868278/000114420409044702/v158614_ex10-1.htm)\n\n10.2*\n[Amended and Restated 2025 Equity Compensation Plan (incorporated by reference to Appendix B of the Company’s Proxy Statement on Schedule 14A filed August 15, 2025).](https://www.sec.gov/Archives/edgar/data/868278/000164117225024375/ex2.htm)\n\n10.3*\n[Amended and Restated 2025 Directors’ Equity Compensation Plan (incorporated by reference to Appendix B of the Company’s Proxy Statement on Schedule 14A filed August 15, 2025)).](https://www.sec.gov/Archives/edgar/data/868278/000164117225024375/ex4.htm)\n\n10.4*\n[Form of Non-Qualified Stock Option Agreement pursuant to 2022 Equity Compensation Plan](https://www.sec.gov/Archives/edgar/data/868278/000086827824000004/prophase-formof2022plannqo.htm)\n\n82\n\n[Table of Contents](#i488b31e4b35d426dbc5f2bf20556ba36_7)\n\n10.5*\n[Form of Incentive Stock Option Agreement pursuant to 2022 Equity Compensation Plan](https://www.sec.gov/Archives/edgar/data/868278/000086827824000004/prophase-formof2022planinc.htm)\n\n10.6*\n[Form of Option Agreement pursuant to 2022 Directors’ Equity Compensation Plan](https://www.sec.gov/Archives/edgar/data/868278/000086827824000004/prophase-director2022plano.htm)\n\n10.7*\n[Amended and Restated 2015 Executive Employment Agreement with Ted Karkus, effective February 23, 2018 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 000-21617) filed on April 16, 2018).](https://www.sec.gov/Archives/edgar/data/868278/000149315218002422/ex10-1.htm)\n\n10.8\n[Lease agreement by and among ProPhase Diagnostics, Inc., BRG Office L.L.C. and Unit 2 Associates L.L.C. for the corporate headquarters and diagnostic lab facility located at 711 Stewart Avenue, Garden City, NY 11530 (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K (File No. 000-21617) filed on March 31, 2021).](https://www.sec.gov/Archives/edgar/data/868278/000149315221007538/ex10-18.htm)\n\n10.9\n[Sales Agreement, dated December 28, 2021, between ProPhase Labs, Inc. and ThinkEquity LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on December 29, 2021).](https://www.sec.gov/Archives/edgar/data/868278/000149315221032692/ex10-1.htm)\n\n10.10\n[Lease Agreement by and between ProPhase Diagnostics, Inc. and BRG Office L.L.C. and Unit 2 Associates L.L.C., as tenants in common, dated June 10, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on June 13, 2022)](https://www.sec.gov/Archives/edgar/data/868278/000149315222016524/ex10-1.htm)\n\n10.11\n[Guaranty dated June 10, 2022 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 000-21617) filed on June 13, 2022)](https://www.sec.gov/Archives/edgar/data/868278/000149315222016524/ex10-2.htm)\n\n10.12\n[First Amendment of Lease, dated June 10, 2022, by and between ProPhase Diagnostics, Inc. and BRG Office L.L.C. and Unit 2 Associates L.L.C., as tenants in common (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K (File No. 000-21617) filed on June 13, 2022)](https://www.sec.gov/Archives/edgar/data/868278/000149315222016524/ex10-3.htm)\n\n10.13\n[License Agreement by and between ProPhase BioPharma, Inc. and Global BioLife, Inc., dated July 19, 2022 (effective as of July 18, 2022) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on July 21, 2022)](https://www.sec.gov/Archives/edgar/data/868278/000149315222019965/ex10-1.htm)\n\n10.14\n[Asset Purchase Agreement by and among Stella Diagnostics Inc., Stella DX, LLC and ProPhase Labs, Inc., dated December 15, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on December 20, 2022)](https://www.sec.gov/Archives/edgar/data/868278/000149315222035948/ex10-1.htm)\n\n10.15\n[Unsecured Promissory Note and Guaranty issued to JXVII Trust, dated January 26, 2023 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on January 30, 2023)](https://www.sec.gov/Archives/edgar/data/868278/000149315223002940/ex10-1.htm)\n\n10.16\n[Common Stock Purchase Warrant issued to JXVII Trust, dated January 27, 2023 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 000-21617) filed on January 30, 2023)](https://www.sec.gov/Archives/edgar/data/868278/000149315223002940/ex10-2.htm)\n\n10.17*†\n[Latkin Offer Letter, dated as of December 28, 2023, by and between the Company and Jed A. Latkin (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on January 4, 2024.](https://www.sec.gov/Archives/edgar/data/868278/000149315223002940/ex10-2.htm)\n\n10.18*\n[Inducement Option Award Agreement, effective as of January 1, 2024, by and between ProPhase Labs, Inc. and Jed A. Latkin (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on May 9, 2024)](https://www.sec.gov/Archives/edgar/data/868278/000149315224018329/ex10-1.htm).\n\n10.19†\n[Amended and Restated Unsecured Promissory Note and Guaranty issued to JXVII Trust, dated August 15, 2024 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on August 21, 2024)](https://www.sec.gov/Archives/edgar/data/868278/000149315224033465/ex10-1.htm).\n\n10.20\n[Common Stock Purchase Agreement, dated January 29, 2025, between ProPhase Labs, Inc. and the Investor (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on January 30, 2025)](https://www.sec.gov/Archives/edgar/data/868278/000149315225004210/ex10-1.htm).\n\n10.21*†\n[Hollenshead Offer Letter, dated as of February 14, 2025, by and between ProPhase Labs, Inc. and Stuart Hollenshead (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-21617) filed on February 21, 2025)](https://www.sec.gov/Archives/edgar/data/868278/000149315225007880/ex10-1.htm).\n\n10.22*\n[Inducement Option Award Agreement, effective as of February 17, 2025, by and between ProPhase Labs, Inc. and Stuart Hollenshead (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 000-21617) filed on February 21, 2025)](https://www.sec.gov/Archives/edgar/data/868278/000149315225007880/ex10-2.htm).\n\n19.1\n[Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Annual Report on Form 10-K (File No. 000-21617) filed on March 29, 2024)](https://www.sec.gov/Archives/edgar/data/868278/000086827824000004/prophase-exhibit191.htm).\n\n21.1**\n[Subsidiaries of ProPhase Labs, Inc.](prph-20251231xexx211.htm)\n\n31.1**\n[Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](prph-20251231xexx311.htm)\n\n32.1***\n[Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](prph-20251231xexx321.htm)\n\n83\n\n[Table of Contents](#i488b31e4b35d426dbc5f2bf20556ba36_7)\n\n97.1\n[Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of the Annual Report on Form 10-K (File No. 000-21617) filed on March 29, 2024)](https://www.sec.gov/Archives/edgar/data/868278/000086827824000004/prophase-exhibit971.htm).\n\n101 INSInline XBRL Instance Document\n\n101 SCHInline XBRL Taxonomy Extension Schema Document\n\n101 CALInline XBRL Taxonomy Extension Calculation Linkbase Document\n\n101 DEFInline XBRL Taxonomy Extension Definition Linkbase Document\n\n101 LABInline XBRL Taxonomy Extension Label Linkbase Document\n\n101 PREInline XBRL Taxonomy Extension Presentation Linkbase Document\n\n104Cover Page Interactive Data File (embedded within the Inline XBRL document)\n\n* Indicates a management contract or compensatory plan or arrangement.\n\n** Filed herewith.\n\n*** Furnished herewith.\n\n† Confidential treatment granted as to portions of the exhibit. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.\n\n+ Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request."}