ProPhase Labs, Inc. has announced a new shareholder agreement following the entry into a significant Securities Purchase Agreement with two investors on July 22, 2025. This private placement involves senior secured convertible notes and warrants, with a combined principal face amount of $3.75 million, aimed at raising funds for working capital, corporate purposes, and debt repayment. Notably, the company has reserved the right to prepay the loan without penalty and has initiated steps to potentially issue shares of common stock upon conversion of the notes or exercise of the warrants. Initially, 1 million shares have been reserved, with plans to increase this to over 226 million shares pending shareholder approval. The agreement stipulates that until this approval is secured, stock issuance will not exceed 19.99% of the current outstanding shares. The notes mature in July 2026, offering a 10% annual interest rate, while the warrants are exercisable at $0.50 per share for five years.