ProPhase Labs, Inc. Enters into Non-Binding LOI for Proposed Reverse Merger with Advanced Biological Laboratories

ProPhase Labs, Inc. has entered into a non-binding Letter of Intent (LOI) for a proposed reverse merger with Advanced Biological Laboratories S.A. (ABL), a European biotechnology company. Under the proposed transaction, ABL would become the majority owner of the combined entity. The LOI is non-binding and subject to due diligence, definitive agreements, and regulatory approvals. Preliminary discussions suggest a valuation framework for ProPhase that may imply an enterprise value of up to approximately $30 million. ProPhase Labs may declare a special cash dividend of up to $10 million to its shareholders, and all Crown Medical Collections receivables are expected to be carved out for the benefit of current ProPhase shareholders, with anticipated collections of approximately $50 million net. The combined operating company would assume limited liabilities from ProPhase Labs. This transaction is expected to provide near-term value to ProPhase shareholders and enable long-term growth for ABL, creating a global, innovation-driven company. ProPhase CEO Ted Karkus stated that the transaction is designed to deliver meaningful near-term value to existing shareholders while aligning ProPhase within the ABL Group. Following the merger, a U.S. subsidiary would operate ProPhase’s Nebula Genomics platform, BE-Smart Esophageal Cancer Test program, and select consumer health businesses, while ABL would contribute its global infrastructure. The parties anticipate working towards definitive documentation within 60 to 90 days. ProPhase will hold a conference call on December 19, 2025, at 10:00 a.m. ET.