As filed with the Securities and Exchange Commission on AugustNovember 5, 20152021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

FORM S–3S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PROPHASE LABS, INC.

(Exact name of registrant as specified in its charter)

621 N. Shady Retreat Road711 Stewart Avenue, Suite 200

Doylestown, Pennsylvania 18901Garden City, New York 11530

(215) 345-0919

(215) 345-0919
(Address, including zip code, and telephone number, including
area

code, of registrant’s principal executive offices)

Robert V. Cuddihy, Jr.Ted Karkus

Chief Financial Officer and Chief OperatingExecutive Officer

621 N. Shady Retreat RoadProPhase Labs, Inc.

Doylestown, Pennsylvania 18901711 Stewart Avenue, Suite 200

Garden City, New York 11530

(215) 345-0919

(Name, address, including zip code, and telephone number, including area

code, of agent for service)

Copies to:

Herbert Kozlov, Esq.
Aron Izower,

Wendy Grasso, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, New YorkNY 10022

Telephone: (212) 521-5400

Facsimile: (212) 521-5450

Approximate date of commencement of proposed sale to the public:public: From time to time after the effective date of this registration statement becomes effective.as determined by the registrant.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [  ]☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]☐

If this Form is a post–effectivepost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]☐

If this Form is a registration statement pursuant to General Instruction I.C.I.D. or a post–effectivepost-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [  ]☐

If this Form is a post–effectivepost-effective amendment to a registration statement filed pursuant to General Instruction I.C.I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [  ]☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

(1) There are being registered hereunder such indeterminate number of shares of common stock and preferred stock and such indeterminate number of warrants and units as shall have an aggregate initial offering price not to exceed $300,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock as may be issued upon conversion or exchange of convertible or exchangeable securities being registered hereunder or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2) The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended.

(3) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price.

(4) On June 21, 2021, the registrant filed a shelf registration statement on Form S-3 (File No. 333-257251) (the “Prior S-3 Registration Statement”) to register securities with an aggregate maximum offering price of $75,000,000, and paid a $8,183 registration fee in connection therewith. No securities were sold under the Prior S-3 Registration Statement. In accordance with Rule 457(p) of the Securities Act of 1933, as amended, the registrant offsets the registration fee for this registration statement on Form S-3 by $8,183 (the registration fee paid at the time of the filing of the Prior S-3 Registration Statement for the securities that were never sold under the Prior S-3 Registration Statement). As a result of such offset, a registration fee of $19,627 is being paid herewith.

The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statementthe Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with Securities and Exchange Commission. The selling stockholder may not sell any of the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where offers or sales are not permitted.THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED AUGUSTNOVEMBER 5, 20152021

PROSPECTUS

PROPHASE LABS, INC.

3,200,000 Shares of Common Stock$300,000,000

COMMON STOCK

PREFERRED STOCK

WARRANTS

UNITS

This prospectus relateswill allow us to the offer and resale of up to 3,200,000 shares of our common stock, par value $0.0005 per share (“Common Stock”), by the selling shareholder, Dutchess Opportunity Fund II, LP, or “Dutchess”, which Dutchess has agreed to purchase pursuant to the investment agreement dated July 30, 2015, between Dutchess and us. Subject to the terms and conditions of such investment agreement, which we refer to in this prospectus as the “Investment Agreement”, we have the right to put up to 3,200,000 shares of our Common Stock to Dutchess. This arrangement is sometimes referred to as an “Equity Line”. For more information on the selling shareholder, please see the section of this prospectus entitled “Selling Shareholder” beginning on page9.

We will not receive any proceeds from the resale of these shares of Common Stock offered by Dutchess. We will, however, receive proceeds from the sale of shares to Dutchess pursuant to the Equity Line. When we put an amount of shares to Dutchess, the per share purchase price that Dutchess will pay to us in respect of such put will be determined in accordance with a formula set forth in the Investment Agreement. Generally, in respect of each put, Dutchess will pay us a per share purchase price equal to ninety-five percent (95%) of the volume weighted average price, or VWAP, of our Common Stock during the one trading day period immediately following our put notice.

Dutchess may sell the shares of our Common Stockissue, from time to time at market prices prevailingand on terms to be determined at or prior to the time of the offering, up to $300,000,000 in aggregate principal amount of our common stock, preferred stock, warrants and/or units in one or more offerings. We may offer these securities separately or together in units.

This prospectus describes the general terms of the securities we may offer and the general manner in which these securities will be offered. We will provide you with the specific terms of any offering in one or more supplements to this prospectus. The prospectus supplements will specify the securities being offered and also the specific manner in which the securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into this prospectus or any prospectus supplement, carefully before you invest.

Our securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers. For additional information on the methods of sale, at prices relatedyou should refer to the prevailing market price, or at negotiated prices. Dutchess is an “underwriter” within the meaning of the Securities Act of 1933, as amended, in connection with the resale of our Common Stock under the Equity Line. For more information, please see the section of this prospectus entitled “Plan of Distribution” on page 9.in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.

Our Common Stockcommon stock is listed on the NASDAQ GlobalNasdaq Capital Market, under the symbol “PRPH.” On August 3, 2015,November 4, 2021, the last reported salessale price of our Common Stockcommon stock on the Nasdaq Capital Market was $1.46. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our Common Stock in a public primary offering with a value exceeding more than one-third of the aggregate market value of our Common Stock held by non-affiliates in any 12-month period so long as the aggregate market value of our Common Stock held by non-affiliates remains below $75,000,000. As of August 3, 2015, the aggregate market value of our outstanding Common Stock held by non-affiliates was approximately $18,146,212, which was calculated based on 12,428,912 shares of outstanding Common Stock held by non-affiliates as of such date at a price$5.91 per share of $1.46, the last reported sales price of our Common Stock on August 3, 2015. We have sold $607,000, or 500,000 shares, of our Common Stock pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to, and including, the date of this prospectus.share.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES REFERENCED UNDER THE HEADING “RISK FACTORS” ON PAGE 9 OF THIS PROSPECTUS AND IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks that we have described on page 3 of this prospectus under the caption “Risk Factors.” We may include specific risk factors in supplements to this prospectus under the caption “Risk Factors.” This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus ifis truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is        , 20152021

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a “shelf” registration statement that we filed with the Securities and Exchange Commission, or SEC.SEC, utilizing a “shelf” registration process. Under this shelf registration statement, the selling shareholderprocess, we may sell up to a total of 3,200,000offer shares of our Common Stockcommon stock, preferred stock and/or warrants, either individually or in units, in one or more offerings, with a total value of up to $300,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering.

This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The prospectus supplement may also add, update or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement will offer a security that is not registered and described in this prospectus fromat the time of its effectiveness. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to time in one or more offerings. Before purchasing anythe offering of securities youunder this prospectus. You should carefully read both this prospectus, and anythe applicable prospectus supplement, together withthe information and documents incorporated herein by reference and the additional information described in this prospectus under the headings “Whereheading “Where You Can Find Additional Information” and “Information Incorporated by Reference.”More Information” before making an investment decision.

You should rely only on the information containedwe have provided or incorporated by reference in this prospectus and inor any applicable prospectus supplement, including any information incorporated by reference.supplement. We have not authorized any other personanyone to provide you with information different information. If anyone provides you with differentfrom that contained or inconsistentincorporated by reference in this prospectus. No dealer, salesperson or other person is authorized to give any information you shouldor to represent anything not contained or incorporated by reference in this prospectus. You must not rely on it.any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information appearing in this prospectus or any prospectus supplement oris accurate only as of the date on the front of the document and that any documentinformation we have incorporated herein by reference is accurate at any date other thanonly as of the date of each such document. Our business, financial condition, resultsthe document incorporated by reference, regardless of operations and prospects may have changed since the date indicated on the cover pagetime of such documents.

The distributiondelivery of this prospectus mayor any sale of a security.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be restricted by law in certain jurisdictions. Youdeemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should inform yourself about and observe anynot be relied on as accurately representing the current state of these restrictions. our affairs.

This prospectus does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whomconsummate sales of our securities, unless it is unlawful to makeaccompanied by a prospectus supplement. To the offer or solicitation.extent there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference, the document with the most recent date will control.

The termsUnless the context otherwise requires, “ProPhase,” “the Company,” “we,” “us,” “our,”“our” and the “Company”similar terms refer onlyto ProPhase Labs, Inc. and its subsidiaries, unless the context suggests otherwise.

RISK FACTORS

Investing in our Common Stocksecurities involves a high degree of risk. Before purchasing any securities offered in this prospectus, youYou should carefully consider the risk factors that arerisks referenced below and described in the documents incorporated by reference herein from the section captioned “Risk Factors” in our Form 10-K for the year ended December 31, 2014, together with the risk factors provided below and all of the other information included in this prospectus and any prospectus supplement, and any other information that we have incorporated by reference, including filings made with the SEC subsequent to the date hereof. Any of these risks, as well as other risksinformation we include or incorporate by reference into this prospectus and uncertainties, could harm ourany applicable prospectus supplement, before making an investment decision. Our business, financial condition or results of operations or cash flows. See also “Disclosure Regarding Forward-Looking Statements” in this prospectus.

Risk Related to This Offering

Our Equity Line with Dutchess may notcould be available to us if we elect to make a draw down.

Pursuant tomaterially adversely affected by the Equity Line, Dutchess committed to purchase, subject to certain conditions, up to 3,200,000 sharesmaterialization of our Common Stock over a thirty-six month period. Dutchess will not be obligated to purchase shares under the Equity Line unless certain conditions are met, which include, among others: effectivenessany of the registration statement; the continued listing of our Common Stock on the NASDAQ Stock Market; our compliance with our obligations under the Investment Agreement and Registration Rights Agreement entered into with Dutchess; the absence of injunctions or other governmental actions prohibiting the issuance of Common Stock to Dutchess; the absence of violations of shareholder approval requirements with respect to such issuance of our Common Stock to Dutchess; the accuracy of representations and warranties made to Dutchess; and approval of the Equity Line transaction by our board of directors. If we are unable to access funds through the Equity Line, we may be unable to access capital on favorable terms or at all.

Any draw downs under our Equity Line with Dutchess may result in dilution to our shareholders.

If we sell shares to Dutchess under the Equity Line, it will have a dilutive effect on the holdings of our current shareholders, and may result in downward pressure on thethese risks. The trading price of our Common Stock. If we draw down amounts undersecurities could decline due to the Equity Line, we will issue shares to Dutchess at a discountmaterialization of 5% from the average priceany of our Common Stock. If we draw down amounts under the Equity Line when our share price is decreasing, we will need to issue more shares to raise the same amount than if our stock price was higher. Issuances in the facethese risks, and you may lose all or part of a declining share price will have an even greater dilutive effect than if our share price were stable or increasing, and may further decrease our share price.

DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION

your investment. This prospectus and the documents incorporated herein by reference hereinalso contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described in our period reports filed with the SEC, which are incorporated by reference in this prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the documents that we incorporate by reference, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-lookingamended, or the Exchange Act.

Forward-looking statements are based onin this prospectus and any accompanying prospectus supplement give our current expectations and beliefs, including estimates and projections about our industry. Forward-lookingor forecasts of future events. You can identify these statements may be identified by usethe fact that they do not relate strictly to historical or current facts. You can find many (but not all) of termsthese statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “expects,“estimates,” “projects,” “intends,” “plans,” “seeks,“would,” “estimates,“should,” “believes” and“could,” “may” or other similar expressions although somein this prospectus and any prospectus supplement. In particular, forward-looking statements are expressed differently. Statements concerning our financial position, business strategyinclude statements relating to future actions, prospective products and plans or objectives for future operations are forward-looking statements. These statements are not guarantees ofapplications, customers, technologies, future performance andor future financial results. These forward-looking statements are subject to certain risks and uncertainties and assumptions that are difficult to predict and maycould cause actual results to differ materially from management’s current expectations. Such risksour historical experience and uncertaintiesour present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, those set forth herein under “Risk Factors.”but are not limited to:

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The forward-looking statements in this prospectus speak onlyare based upon management’s beliefs and assumptions and are made as of the time they are made and do not necessarily reflect our outlook at any other point in time.

Except as may be required under the federal securities laws, wedate of this prospectus. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to read any further disclosures we make on related subjects in our filings with the SEC, including Form 10-K, Form 10-Q and Form 8-K reports. Also note that under the caption “Risk Factors,” we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business. These are factors that we think could cause our actual results to differ materially from expected and historical results. Other factors besides those listed in “Risk Factors,” including factors described as risks in our filings with the SEC, could also adversely affect us. Forrevise any forward-looking statements containedincluded in any document, we claim the protection of the safe harbor forthis prospectus to conform such statements to actual results or changes in our expectations, except as otherwise required by law. You should not place undue reliance on these forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.statements.

USE OF PROCEEDS

We cannot assure you that we will not receive any proceeds fromin connection with securities that may be offered pursuant to this prospectus. Unless otherwise indicated in the resale of our Common Stock offered by the selling shareholder. The selling shareholder will receive all of the proceeds from this offering. However,applicable prospectus supplement, we will receiveintend to use any net proceeds from the sale of securities under this prospectus for our Common Stock to the selling shareholder pursuant to the Investment Agreement. The proceeds from our exercise of the put option pursuant to the Investment Agreement will be used for product development, marketing and working capital needsoperations and for other general corporate purposes.

purposes, including, but not limited to, our internal research and development programs, general working capital and possible future acquisitions. We have not determined the amounts we plan to spend on any of the areas listed above or the timing of these expenditures. As a result, our management will have broad discretion to allocate the net proceeds, if any, we receive in connection with securities offered pursuant to this prospectus for any purpose. Pending application of the net proceeds as described above, we may initially invest the net proceeds in short-term, investment-grade, interest-bearing securities or apply them to the reduction of short-term indebtedness.

DESCRIPTION OF CAPITAL STOCK

General

Our authorized capital stock consists of 51,000,000 shares, all with a par value of $0.0005 per share, 50,000,000 shares of which are designated as common stock $.0005 par value per share, and 1,000,000 shares of which are designated as preferred stock, $.0005 par value per share. stock.

The following description of our capital stock is intended as a summary only and iscertain provisions of our Certificate of Incorporation and our Amended and Restated Bylaws, or Bylaws, are summaries and are qualified in its entirety by reference to our certificateCertificate of incorporationIncorporation and our bylaws, which have been filed previously with the SEC.Bylaws.

As of August 3, 2015, there were 16,330,776November 4, 2021, we had 15,515,055 shares of Common Stockour common stock outstanding and there were nozero shares of preferred stock outstanding. As of November 4, 2021, we also had outstanding options to acquire 4,896,874 shares of our common stock, having a weighted-average exercise price of $3.17 per share, and warrants to purchase 855,000 shares of our common stock, having a weighted-average exercise price of $8.23 per share.

Common Stock

Each shareholder of our Common Stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our Common Stockcommon stock are entitled to one vote for eachper share of record on all matters to be voted upon by the stockholders, except on by shareholders. There is no cumulative voting with respectmatters relating solely to the electionterms of our directors orpreferred stock. Subject to preferences that may be applicable to any other matter. Therefore,outstanding preferred stock, the holders of more than 50% of the shares voting for the election of directors can elect all of the directors. The holders of our Common Stock arecommon stock will be entitled to receive ratably such dividends, when,if any, as and ifmay be declared from time to time by ourthe board of directors fromout of funds legally available therefore. Cash dividends are at the sole discretion of our board of directors.therefor. In the event of our liquidation, dissolution or winding up, the holders of Common Stock areour common stock will be entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities, and after provision has been made for each classsubject to prior distribution rights of preferred stock, if any, having any preference in relation to our Common Stock. Holders of sharesthen outstanding. The holders of our Common Stockcommon stock will have no preemptive or conversion preemptiverights or other subscription rights, and there arerights. There will be no redemption or sinking fund provisions applicable to our Common Stock.common stock.

Stock Options

As of August 3, 2015, there were outstanding options to purchase 1,739,500 shares of our Common Stock issued under our incentive compensation plans with a weighted average price of $1.40.

Description of Preferred Stock

The preferred stock authorized underPursuant to the terms of our certificateCertificate of incorporation may be issued from time to time in one or more series. OurIncorporation, our board of directors has the full authority permitted by law to establish, without further stockholder approval,issue preferred stock in one or more series and to fix the number of shares constituting each such series and to fix by resolutionthe designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative participating, optional andor other special rights, of each series of preferred stock,if any, and theany qualifications, limitations or restrictions thereof, if any. Subjectof the shares of such series, without further vote or action by the stockholders. Although we have no present plans to issue any shares of preferred stock, the limitation on the total numberissuance of shares of preferred stock, that we have authority to issue under our certificate of incorporation, the board of directors is also authorized to increase orcould decrease the numberamount of shares of any series, subsequentearnings and assets available for distribution to the issueholders of that series, but not belowcommon stock, could adversely affect the number of shares of such series then-outstanding. In case the number of shares of any series is so decreased, the shares constituting such decrease will resume the status that they had prior to the adoptionrights and powers, including voting rights, of the resolution originally fixing the number of shares of such series. We may amend from time to time our certificate of incorporation and bylaws to increase the number of authorized shares of preferred stock or common stock, and could have the effect of delaying, deterring or to make other changespreventing a change of control of us or additions.an unsolicited acquisition proposal.

Anti-Takeover Effects of Delaware Law and Provisions of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Our certificateThe provisions of incorporationDelaware law and bylaws do notour Certificate of Incorporation and Bylaws, could discourage or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish, or could deter, transactions that stockholders may otherwise consider to be in their best interests or in our best interests. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of our control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. Such provisions also may have any provisionthe effect of preventing changes in our management.

Delaware Statutory Business Combinations Provision. We are subject to “opt out”the anti-takeover provisions of Section 203 of the Delaware business combination statute. UnderGeneral Corporation Law, or the DGCL. Section 203 prohibits a publicly-held Delaware business combination statute, a corporation is prohibited from engaging in any business combinationa “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. For purposes of Section 203, a “business combination” is defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and, subject to certain exceptions, an “interested stockholder” is a person who, together with itshis or her affiliates orand associates, owns, or who is an affiliate or associate of the corporation and within a three-year periodthree years prior, did own, 15% or more of the corporation’s voting stock.

Blank-Check Preferred Stock. Our board of directors is authorized to issue, without stockholder approval, preferred stock, for a three year period following the timerights of which will be determined at the stockholder became an interested stockholder, unless:

A “business combination” generally includes:

The provisionsdiscretion of the Delaware business combination statute do not applyboard of directors and that, if issued, could operate as a “poison pill” to a corporation if, subject to certain requirements,dilute the certificate of incorporation or bylaws of the corporation contain a provision expressly electing not to be governed by the provisions of the statute or the corporation does not have voting stock listed on a national securities exchange, authorized for quotation on an inter-dealer quotation systemownership of a registered national securities association or held of record by more than 2,000 stockholders.

The Delaware business combination statute may havepotential hostile acquirer to prevent an anti-takeover effect with respect to transactions not approved in advance byacquisition that our board of directors including discouraging attemptsdoes not approve.

Special Meetings of Stockholders. Special meetings of the stockholders may be called at any time only by the Chairman of the board of directors or the board of directors, subject to the rights of the holders of any series of preferred stock then outstanding.

No Written Consent of Stockholders. Our Bylaws provide that might resultall stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of a premium overmeeting.

Advance Notice Provisions for Stockholder Proposals and Stockholder Nominations of Directors. Our Bylaws provide that, for nominations to the market priceboard of directors or for other business to be properly brought by a stockholder before a meeting of stockholders, the stockholder must first have given timely notice of the proposal in writing to our Secretary. For an annual meeting, a stockholder’s notice generally must be delivered not less than 90 days or more than 120 days prior to the anniversary of the previous year’s annual meeting.

Election and Removal of Directors. Except as may otherwise be provided by the DGCL, any director or the entire board of directors may be removed, with or without cause, at an annual meeting or a special meeting called for that purpose, by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of our Common Stock.

Article V of our bylaws provides for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by law. We also have entered into indemnification agreements with our executive officers and directors and provide indemnity insurance pursuant to which directors and officers are indemnified or insured against liability or loss under certain circumstances.

Stockholder Rights Plan

On September 8, 1998,directors. Vacancies on our board of directors declaredresulting from the removal of directors and newly created directorships resulting from any increase in the number of directors may be filled solely by the affirmative vote of a dividend distributionmajority of Common Stock purchase rights,the remaining directors then in office. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of our directors. Our Certificate of Incorporation and Bylaws do not provide for cumulative voting in the Rights, payableelection of directors.

Exclusive Jurisdiction. Our Bylaws provide that, unless we consent in writing to the stockholdersselection of record on September 25, 1998, thereby creating a Stockholder Rights Plan (the “Rights Agreement”). The plan was amended effective May 23, 2008, August 18, 2009, and further amended effective June 18, 2014. The Rights Agreement, as amended, provides that each Right entitlesan alternative forum, the stockholderCourt of record to purchase fromChancery of the Company that numberState of common shares having a combined market value equal to two times the Rights exercise price of $45. The Rights are not exercisable until the distribution date, which willDelaware shall be the earlier of a public announcement that a personsole and exclusive forum for (i) any derivative action or group of affiliated or associated persons has acquired 15% or more of the outstanding common shares, or the announcement of an intention by a similarly constituted party to make a tender or exchange offer resulting in the ownership of 15% or more of the outstanding common shares. The dividend has the effect of giving the stockholder a 50% discountproceeding brought on the share’s current market value for exercising such right. In the event of a cashless exercise of the Right, and the acquirer has acquired less than 50% beneficial ownershipbehalf of the Company, (ii) any action asserting a stockholder may exchange one Right for one shareclaim of Common Stock. The Rights Agreement, as amended, includesbreach of a provision pursuant to which our board of directors may exempt from the provisions of the Rights Agreement an offer for all outstanding shares of our Common Stock that the board determines to be fair and not inadequate and to otherwise be in the best interestsfiduciary duty owed by any director, officer or other employee of the Company and itsto the Company or the Company’s stockholders, after receiving advice from one(iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or more investment banking firms. The Rights expire on June 18, 2024.the Bylaws, or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine.”

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stockcommon stock is American Stock Transfer and& Trust Company, LLC.

SELLING SHAREHOLDERStock Market Listing

This prospectus relates to the possible resale by the selling shareholder, Dutchess, of shares of Common Stock that we may issue pursuant to the Investment Agreement we entered into with DutchessOur common stock is listed on July 30, 2015. We are filing the registration statement of which this prospectus is a part pursuant to the provisions of the Registration Rights Agreement we entered into with Dutchess on July 30, 2015. The selling shareholder may from time to time offer and sell pursuant to this prospectus any or all of the shares that it acquiresNasdaq Capital Market under the Investment Agreement.symbol “PRPH.”

The following table presents information regarding Dutchess and the shares that it may offer and sell from time to time under this prospectus. This table is prepared based on information supplied to us by the selling shareholder. As used in this prospectus, the term “selling shareholder” includes Dutchess and any donees, pledgees, transferees or other successors in interest selling shares received after the date of this prospectus from a selling shareholder as a gift, pledge or other non-sale related transfer. The number of shares in the column “Number of Shares Being Offered” represents all of the shares that the selling shareholder may offer under this prospectus. The selling shareholder may sell some, all or none of its shares. We do not know how long the selling shareholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling shareholder regarding the sale of any of the shares.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act. The percentage of shares beneficially owned prior to the offering is based both on 16,330,776 shares of our Common Stock actually outstanding as of August 3, 2015, plus 3,200,000, and on the assumption that all shares of Common Stock issuable under the Investment Agreement we entered into with Dutchess are outstanding as of that date.

PLANDESCRIPTION OF DISTRIBUTIONWARRANTS

General

We are registering 3,200,000may issue warrants to purchase shares of Common Stock under this prospectus on behalf of Dutchess. Except as described below, to our knowledge, the selling shareholder has not entered into any agreement, arrangement or understanding with any particular broker or market maker with respect to the shares of Common Stock offered hereby, nor, except as described below, do we know the identity of any brokers or market makers that may participate in the sale of the shares.

The selling shareholder may decide not to sell any shares. The selling shareholder may from time to time offer some or all of the shares of common stock through brokers, dealers and/or agents whopreferred stock. We may receive compensationoffer warrants separately or together with one or more additional warrants, common stock, or preferred stock, or any combination of those securities in the form of discounts, concessionsunits, as described in the applicable prospectus supplement. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or commissions fromtrust company, as warrant agent. The warrant agent will act solely as our agent in connection with the selling shareholder and/orcertificates relating to the purchasersrights of the sharesseries of common stockcertificates and will not assume any obligation or relationship of agency or trust for whom they may act as an agent. In effecting sales, broker-dealers who are engaged by the selling shareholder may arrange for other broker-dealers to participate. Dutchess is an “underwriter” within the meaningor with any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions of the Securities Act. Any brokers, dealers or agents who participaterights to which any prospectus supplement may relate. The particular terms of the warrant to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the distributionapplicable prospectus supplement. To the extent that any particular terms of the shareswarrant, warrant agreement or warrant certificates described in a prospectus supplement differ from any of common stock may alsothe terms described below, then the terms described below will be deemed to be “underwriters,”have been superseded by that prospectus supplement. We encourage you to read the applicable warrant agreement and warrant certificate for additional information before you decide whether to purchase any profits onof our rights.

We will provide in a prospectus supplement the salefollowing terms of the shares of common stock by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Dutchess has advised us that it may effect resales of our Common Stock through any one or more registered broker-dealers. Because the selling shareholder is deemed to be an underwriter, the selling shareholder will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

The selling shareholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made over the NASDAQ Stock Market, on the over-the-counter market, otherwise or in a combination of such methods of sale, at then prevailing market prices, at prices related to prevailing market prices or at negotiated prices. The shares of Common Stock may be sold according to one or more of the following methods:warrants being issued:

Any shares covered byWarrant Agent

The warrant agent for any warrants we offer will be set forth in the applicable prospectus supplement.

DESCRIPTION OF UNITS

The following description, together with the additional information that we include in any applicable prospectus supplements summarizes the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, which qualify for sale pursuant to Rule 144we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below.

We will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the Securities Actseries of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series of units that we may be soldoffer under Rule 144 rather than pursuant to this prospectus. In addition,prospectus, and the selling shareholder may transfercomplete unit agreement and any supplemental agreements that contain the shares by other means not described in this prospectus.terms of the units.

Any broker-dealer participating in such transactions as agentGeneral

We may receive commissions from Dutchess (and, if they act as agentissue units consisting of common stock, preferred stock and/or warrants for the purchaserpurchase of such shares, from such purchaser). Broker-dealerscommon stock or preferred stock in one or more series, in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each security included in the unit. The unit agreement under which a unit is issued may agree with Dutchess to sellprovide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified number of shares at a stipulated price per share, and, todate.

We will describe in the extent such a broker-dealer is unable to do so acting as agent for Dutchess, to purchase as principal any unsold shares atapplicable prospectus supplement the price required to fulfill the broker-dealer commitment to Dutchess. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactionsterms of the nature described above) on the NASDAQ Stock Market, on the over-the-counter market, in privately-negotiated transactions or otherwise at market prices prevailing at the timeseries of sale or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this prospectus, or a supplemental prospectus will be filed, disclosing:units being offered, including:

The provisions described in this section, as well as those set forth in any prospectus supplement or as described under “Description of Capital Stock” and “Description of Warrants” will apply to each unit, as applicable, and to any common stock, preferred stock or warrant included in each unit, as applicable.

Unit Agent

The name and address of the unit agent for any units we offer will be set forth in the applicable prospectus supplement.

Issuance in Series

We may issue units in such amounts and in such numerous distinct series as we determine.

Enforceability of Rights by Holders of Units

Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

PLAN OF DISTRIBUTION

General Plan of Distribution

We may offer securities under this prospectus from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities (1) through underwriters or dealers, (2) through agents, (3) in “at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, (4) directly to one or more purchasers, or (5) through a combination of such methods. We may distribute the securities from time to time in one or more transactions at:

We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any underwriter or agent involved in the offer or sale of the securities.

If we utilize a dealer in the sale of the securities being offered by this prospectus, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale, and we will provide the name of any underwriter in the prospectus supplement which the underwriter will use to make re-sales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of the securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions or commissions. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.

With respect to underwritten public offerings, negotiated transactions and block trades, we will provide in the applicable prospectus supplement information regarding any compensation we pay to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers. Underwriters, dealers and purchasers that areagents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof.

If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:

Shares of our common stock sold pursuant to the registration statement of which this prospectus is a part will be authorized for listing and trading on the Nasdaq Capital Market. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on the Nasdaq Capital Market or any securities market or other securities exchange of the securities covered by the prospectus supplement. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.

In order to facilitate the offering of the securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, includingwhich involve the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. Dutchess and any othersale by persons participating in the saleoffering of more securities than we sold to them. In these circumstances, these persons would cover such over-allotments or distribution of the shares will be subject to the applicable provisions of the Exchange Act and the rules and regulations thereunder including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of,short positions by making purchases by the selling shareholder or other persons or entities. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to special exceptions or exemptions. Regulation M may restrict the ability of any person engaged in the distributionopen market or by exercising their over-allotment option. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing the applicable security in the open market or by imposing penalty bids, whereby selling concessions allowed to engagedealers participating in market-making and certain other activitiesthe offering may be reclaimed if the securities sold by them are repurchased in connection with respectstabilization transactions. The effect of these transactions may be to those securities. In addition,stabilize or maintain the anti-manipulation rules under the Exchange Act may apply to salesmarket price of the securities at a level above that which might otherwise prevail in the open market. All of these limitationsThese transactions may affectbe discontinued at any time.

We may engage in at the marketability ofmarket offerings into an existing trading market in accordance with Rule 415(a)(4) under the sharesSecurities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the abilityapplicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any personrelated open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to engagea financial institution or other third party that in market-making activitiesturn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with respect to thea concurrent offering of other securities.

We have agreed to payIn compliance with the expenses of registering the shares of Common Stock under the Securities Act, including registration and filing fees, printing expenses, administrative expenses and certain legal and accounting fees, as well as certain fees of counsel for the selling shareholder incurred in the preparationguidelines of the Equity Line andFinancial Industry Regulatory Authority, Inc., or FINRA, the registration statement of which this prospectus forms a part. The selling shareholder will bear all discounts, commissionsmaximum consideration or other amounts payablediscount to underwriters, dealersbe received by any FINRA member or agents, as well as transfer taxes and certain other expenses associated with the sale of securities.

Under the termsindependent broker dealer may not exceed 8% of the Investment Agreement and the Registration Rights Agreement, we have agreed to indemnify the selling shareholder and certain other persons against certain liabilities in connection with the offeringaggregate amount of the shares of our Common Stocksecurities offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute toward amounts required to be paid in respect of such liabilities.

At any time a particular offer of the shares of Common Stock is made, a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part, if required, will be distributed. Such prospectus supplement or post-effective amendment will be filed with the SEC, to reflect the disclosure of required additional information with respect to the distribution of the shares of Common Stock. We may suspend the sale of shares by the selling shareholder pursuant to this prospectus for certain periods of time for certain reasons, including if theand any applicable prospectus is required to be supplemented or amended to include additional material information.supplement.

The underwriters, dealers and agents may engage in other transactions with us, or perform other services for us, in the ordinary course of their business.

LEGAL MATTERS

TheReed Smith LLP, New York, New York, will pass upon the validity of the issuance of the securities to be offered by this prospectus will be passed upon for us by Reed Smith LLP, New York, New York.prospectus.

EXPERTS

The consolidated balance sheetssheet of ProPhase Labs, Inc. and Subsidiaries as of December 31, 2014 and 2013,2020, and the related consolidated statements of operations and other comprehensive income (loss), statements of changes in stockholders’ equity, and cash flows for each of the years in the three-year periodyear ended December 31, 2014,2020, and the related notes, have been audited by Friedman LLP, independent registered public accounting firm, as stated in their report, which is incorporated herein by reference.

The consolidated balance sheet of ProPhase Labs, Inc. and Subsidiaries as of December 31, 2019, and the related consolidated statements of operations and other comprehensive income (loss), stockholders’ equity, and cash flows for the year ended December 31, 2019, and the related notes, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein by reference. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

REGISTRATION RIGHTSWHERE YOU CAN FIND MORE INFORMATION

Pursuant to the terms ofWe are a Registration Rights Agreement entered into on July 30, 2015 with Dutchess, we are obligated toreporting company and file one or more registrationannual, quarterly and current reports, proxy statements and other information with the SEC to register the resale by Dutchess of shares of Common Stock issued or issuable under the Investment Agreement.SEC. We have filed with the SEC an initial registration statement of which this prospectus forms a part, in order to access the Equity Line, covering the resale of 3,200,000 shares of our Common Stock.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and special reports, along with other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act of 1933, as amended.with respect to the securities we are offering under this prospectus. This prospectus does not contain all of the information includedset forth in the registration statement including certainand the exhibits to the registration statement. For further information with respect to us and schedules. You may obtainthe securities offered under this prospectus, we refer you to the registration statement and the exhibits tofiled as a part of the registration statement fromstatement. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including ProPhase Labs, Inc. The SEC’s Internet site can be found at the address listed abovewww.sec.gov. We maintain a website at www.prophaselabs.com. Information found on, or from the SEC’s internet site.accessible through, our website is not a part of, and is not incorporated into, this prospectus, and you should not consider it part of this prospectus.

INCORPORATION OF INFORMATION INCORPORATED BY REFERENCE

This prospectus is part of a registration statement filed with the SEC. The SEC allows us to “incorporate by reference” into this prospectus the information that we file with them, which means that we canthem. Incorporation by reference allows us to disclose important information to you by referring you to those other documents. The information incorporated by reference is considered to bean important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. The followingThis prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement and any prospectus supplement filed hereafter, including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents were filed with, the SEC pursuant to the Exchange Act and areor incorporated by reference in, the registration statement are not necessarily complete and made aeach statement is qualified in all respects by that reference. Copies of all or any part of this prospectus:the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” The documents we are incorporating by reference are:

Our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 27, 2015, and amended on April 30, 2015;

Our Current Report on Form 8-K dated January 14, 2015, filed withIn addition, all documents that the Securities and Exchange Commission on January 15, 2015;

Our Current Report on Form 8-K dated April 15, 2015, filed with the Securities and Exchange Commission on April 17, 2015;

Our Quarterly Report on Form 10-Q for the three months ended March 31, 2015, filed with the Securities and Exchange Commission on May 13, 2015

Our Current Report on Form 8-K dated May 21, 2015, filed with the Securities and Exchange Commission on May 27, 2015;

Our Current Report on Form 8-K dated May 29, 2015, filed with the Securities and Exchange Commission on June 1, 2015;

Our Current Report on Form 8-K dated June 16, 2015, filed with the Securities and Exchange Commission on June 19, 2015;

Our Current Report on Form 8-K dated June 30, 2015, filed with the Securities and Exchange Commission on July 6, 2015;

The description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on September 25, 1996;

All documents filed by usCompany files pursuant to Sections 13(a), 13(c), 14 orand 15(d) of the Exchange Act, aftersubsequent to the initial filing date of this prospectus, throughRegistration Statement and prior to the date declared effective, until the terminationfiling of the offering ofa post-effective amendment which indicates that all securities contemplated by this prospectusoffered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this prospectus. TheseRegistration Statement and to be a part hereof from the date of filing of such documents, except as to any document or portion of any document that we file later withis deemed furnished and not filed.

Pursuant to Rule 412 under the Securities and Exchange Commission and that areAct, any statement contained in the documents incorporated or deemed to be incorporated by reference in this prospectus will automatically update information contained in this prospectus or that was previously incorporated by reference into this prospectus. You willRegistration Statement shall be deemed to have noticebe modified, superseded or replaced for purposes of all informationthis Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this prospectusRegistration Statement modifies, supersedes or replaces such statement. Any such statement so modified, superseded or replaced shall not be deemed, except as if that information was included inso modified, superseded or replaced, to constitute a part of this prospectus.

We will provide to any person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus, at no cost to the requesting party, upon request to us in writing or by telephone using the following information:

ProPhase Labs, Inc.

621 N. Shady Retreat Road

Doylestown, Pennsylvania 18901

Attn: Corporate Secretary

Registration Statement.

ProPhase Labs, Inc.

3,200,000 Shares of Common StockPART II

PROSPECTUS

, 2015

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.Distribution

The following table sets forth an itemization of the costs andvarious expenses, payable by the registrantall of which we will pay, in connection with this offering, other than underwriting commissionsthe issuance and discounts, alldistribution of whichthe securities being registered. All of the amounts shown are estimated except for the SEC registration fee.Registration Fee.

* Estimated expenses that are not presently known because they depend upon, among other things,These fees will be dependent on the type of securities offered and number of offerings thatand, therefore, cannot be estimated at this time. In accordance with Rule 430B under the Securities Act, additional information regarding estimated fees and expenses will be made pursuantprovided at the time information as to this registration statement, the amount and type of securities being offered and the timing of such offerings.an offering is included in a prospectus supplement.

Item 15. Indemnification of Directors and Officers.Officers

Our bylaws provide for indemnification of our directors and officers to the fullest extent permitted by Delaware law. Section 145 of the Delaware General Corporation Law (the “DGCL”) provides thatpermits a corporation mayto indemnify any director, officer, employee or agent who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation), by reasoncorporation, or person serving at the request of service in that capacity,the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with suchany action, suit or proceeding brought against such person, if such person acted in good faith and in a manner hethat the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. However, with respect to actionsIn a derivative action, (i.e., one brought by or in the righton behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by the person in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to whichprovided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which suchthe action or suit iswas brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which suchthe court shall deem proper. A director or officer who is successful, on the merits or otherwise, in defense of any proceeding subject to the Delaware corporate statutes’ indemnification provisions must be indemnified by the corporation for reasonable expenses incurred in connection therewith, including attorneys’ fees.

Article V, Section 1 of our Bylaws provides that the Company shall indemnify directors and officers under certain circumstances for liabilities and expenses incurred by reason of their activities in such capacities, if the individual acted in good faith and in a manner such individual reasonably believed to be in or not opposed to the best interests of the Company. We also have entered into indemnification agreements with our executive officers and directors and provide indemnity insurance pursuant to which directors and officers are indemnified or insured against liability or loss under certain circumstances.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The above discussion of our bylaws and Section 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by such bylaws and statute.

Item 16. Exhibits.

The following documents are filedRegistrant’s certificate of incorporation and amended and restated bylaws provide that the Registrant shall indemnify, to the fullest extent permitted by the Delaware General Corporation Law, as exhibitsthe same may be amended or supplemented from time to this registration statement,time, any and all past, present and future directors and officers of the Registrant, and any other persons to which the Delaware General Corporation Law permits the Registrant to provide indemnification (“Indemnified Persons”), from and against any and all costs, expenses (including attorneys’ fees), damages, judgments, penalties, fines, punitive damages, excise taxes assessed with respect to an employee benefit plan and amounts paid in settlement in connection with any action, suit or proceeding in which the director or officer may be involved as a party or otherwise, by reason of the fact that such person was serving as a director, officer, employee or agent of the Registrant, including those exhibits incorporated hereinservice with respect to an employee benefit plan.

The Registrant’s amended and restated bylaws provide that the right to indemnification shall include the right to be paid by referencethe Registrant the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any capacity in which service was or is rendered by such indemnitee, including, without limitation, service to a prior filingan employee benefit plan) shall be made only upon delivery to the Registrant of an undertaking, by or on behalf of such Indemnified Person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under the Securities Actbylaws or otherwise. Under the Exchange Act,terms of the amended and restated bylaws, if the Registrant does not pay a proper claim for indemnification in full within 60 days after receiving a written claim for such indemnification, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the claimant may bring an action against the Company to recover the unpaid amount of the claim.

Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, the Company’s certificate of incorporation eliminates the liability of a director to the Company or its stockholders for monetary damages for a breach of fiduciary duty as indicated in parentheses:a director, except for liabilities arising:

The Company has also entered into substantially identical indemnity agreements with each member of the Board of Directors and Mr. Ted Karkus, the Company’s Chairman and Chief Executive Officer. These agreements provide, among other things, that we will indemnify each director and Mr. Karkus in the event that they become a party or otherwise a participant in any action or proceeding on account of their service as a director or officer of the Company (or service for another corporation or entity in any capacity at the request of the Company) to the fullest extent permitted by applicable law. Under the indemnity agreement, we will pay, in advance of the final disposition of any such action or proceeding, expenses (including attorneys’ fees) incurred by our directors or officers in defending or otherwise responding to such action or proceeding upon receipt of a written undertaking from the directors or officers to repay the amount advanced consistent with applicable law in the event that a court shall ultimately determine that he or she is not entitled to be indemnified for such expenses. The contractual rights to indemnification provided by the indemnity agreements are subject to the limitations and conditions specified in the agreements, and are in addition to any other rights each director and officer may have under our amended and restated bylaws, each as amended from time to time, and applicable law.

Directors and officers of the Company are also covered by directors’ and officers’ liability insurance under which they are insured (subject to certain exceptions and limitations specified in the policy) against expenses and liabilities arising out of proceedings to which they are parties by reason of being or having been directors or officers. Under these policies, the insurer, on the Company’s behalf, may also pay amounts for which the Company has granted indemnification to the directors or officers.

Item 16. Exhibits

* To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act.

† Confidential treatment granted as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.

+ 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.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Sectionsection 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percenta 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in subparagraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A)(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in thisthe registration statement; and

(B)(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes thatsecurities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in thisthe registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act, or the Act, in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, ProPhase Labs, Inc.as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, thereto duly authorized, in Doylestown, Pennsylvania,the Garden City, State of New York, on AugustNovember 5, 2015.2021.

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS that each person whose signature appears belowof the undersigned directors and officers of ProPhase Labs, Inc. hereby constitutes and appoints Ted Karkus and Robert V. Cuddihy, Jr.,Monica Brady, and each of them acting singly, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act, without the other, for him or her and in his or her name, place and stead, with full power to act alone, to sign on his or her behalf and in the capacity set forth below, any and all capacities, to sign any or all amendments (includingand post-effective amendments)amendments and supplements to this Registration Statement including any subsequent registration statement for the same offering that may be filed under Rule 462(b),on Form S-3 and to file the same,each such amendment and post-effective amendment and supplements to this Registration Statement, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-factattorney-in-fact and agentsagent full power and authority to do and perform eachany and every actall acts and thingthings requisite and necessary or appropriate to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-factattorney-in-fact and agents, or any of them, their substituteagent may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

INDEX TO EXHIBITS