ProPhase and ABL Enter Reverse Merger LOI Valuing ProPhase at $30 Million
Written by Emily J. Thompson, Senior Investment Analyst
Updated: Dec 19 2025
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Source: Newsfilter
- Transaction Intent: ProPhase Labs and ABL have signed a non-binding Letter of Intent for a reverse merger, aiming to make ABL the majority owner of the combined entity, which is expected to deliver near-term value and long-term growth for ProPhase shareholders.
- Cash Dividend: ProPhase may declare a special cash dividend of up to $10 million for shareholders, designed to provide a differentiated value pathway independent of the future performance of the merged company.
- Asset Carve-Out: All Crown Medical Collections receivables are expected to be carved out for the exclusive benefit of current ProPhase shareholders, with anticipated collections of approximately $50 million net, enhancing shareholder value.
- Strategic Integration: Post-merger, ABL shareholders are expected to own about 76% of the combined company, with ProPhase's Nebula Genomics platform and BE-Smart Esophageal Cancer Test being operated by a newly established U.S. subsidiary, facilitating focused capital allocation and strategic execution.
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About PRPH
ProPhase Labs, Inc. is a biotech, genomics, and consumer products company. The Company is engaged in providing whole genome sequencing solutions, diagnostic development, such as its potentially life-saving test for the early detection of esophageal cancer and a direct-to-consumer marketing platform for OTC dietary supplements. It develops, manufactures, and commercializes health and wellness solutions. Its Diagnostic services segment provides diagnostic information services to a range of customers in the United States, including health plans, third-party payers and government organizations. Its Consumer products segment is engaged in the research, development, manufacture, distribution, marketing and sale of OTC consumer healthcare products and dietary supplements in the United States and provides personal genomics products and services. The Company also develops and markets dietary supplements under the TK Supplement brand, which includes Legendz XL and Triple Edge XL.
About the author
Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
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