ProPhase Labs announces LOI for reverse merger with Advanced Biological

ProPhase Labs CEO Ted Karkus joined Steve Darling from Proactive to announce that the company has entered into a non-binding Letter of Intent (LOI) regarding a proposed reverse merger transaction with Advanced Biological Laboratories (ABL), a European biotechnology and MedTech group. Under the proposed structure, Advanced Biological would become the majority owner of the combined public entity, while ProPhase’s existing operations would continue as sister companies to a newly formed U.S. subsidiary expected to remain under ProPhase’s current management team. Karkus emphasized that the transaction remains subject to the execution of definitive agreements, regulatory approvals, and board authorization. However, the parties have discussed a preliminary, non-binding valuation framework that could imply an enterprise value of up to approximately US$30 million for ProPhase’s legacy business. This framework is intended to provide a basis for ongoing negotiations rather than a final valuation. As outlined in the LOI, and subject to applicable law and final documentation, ProPhase Labs may declare a special cash dividend of up to US$10 million payable to shareholders of record on a date to be determined. Importantly, any such dividend would be distributed separately and would not be part of the merged operating company. In addition, all Crown Medical Collections receivables are expected to be carved out and retained exclusively for the benefit of current ProPhase shareholders, further preserving value for existing investors. Advanced Biological Laboratories would contribute its global biotechnology and MedTech infrastructure to the combined company, including advanced health data processing platforms, cloud-based computing capabilities, and access to international financing resources. The combination is intended to create a more diversified healthcare technology platform with expanded global reach, while allowing ProPhase to unlock value for shareholders through potential cash distributions and retained assets. #proactiveinvestors #prophaselabs #nasdaq #prph #biotech #genomics #genomesequencing #ProPhaseLabs #AdvancedBiologicalLaboratories #ReverseMerger #LOI #Biotechnology #MedTech #HealthcareTechnology #StrategicTransaction #ShareholderValue #SpecialDividend #NasdaqListed #GlobalHealthcare #HealthData #CloudComputing #LifeSciences #MergersAndAcquisitions