Prophase Labs - Earnings Call - Q2 2025

Executive Summary

• Q2 2025 net revenue was $1.25M with gross margin turning positive at 58.9%; net loss from continuing operations narrowed to $4.47M and diluted EPS was $(0.11). Versus S&P Global consensus, revenue materially missed ($3.55M* est.), while EPS beat (est. $(0.15)*) as cost reductions drove margin improvement.
• Management highlighted a potential ~$50M non-dilutive cash inflow from Crown Medical Collections beginning in the coming months, positioning liquidity for H2 2025, alongside progress pursuing DIP financing secured by recoveries.
• Strategic catalysts: BE-Smart esophageal pre-cancer test received a key U.S. patent; commercialization path is advancing under a favorable LDT enforcement backdrop; Nebula Genomics has been streamlined and positioned for sale or breakeven growth.
• The Board approved exploring a crypto treasury strategy (including Bitcoin) with guardrails to minimize dilution; a special meeting is set to increase authorized shares to 1B to enable high-valuation capital raises if the stock appreciates.

What Went Well and What Went Wrong

What Went Well

• Gross margin turned positive, rising to 58.9% YoY from (10.3)%; consumer products gross margin improved to 67.8% from 36.8%, reflecting better product mix and cost discipline.
• Operating discipline: management reduced operating expenses materially YTD and cited “cut [our] operating loss nearly in half year-over-year” as gross margins turned positive; CEO: “Operationally, we turned gross margins positive and cut our operating loss nearly in half year-over-year.”.
• Crown Medical Collections initiative advancing toward litigation and potential near-term settlements; management expects cash collections to begin within months, supporting non-dilutive liquidity.

What Went Wrong

• Revenue softness: no diagnostic services revenue and lower consumer product shipments drove net revenue down YoY to $1.25M and down sequentially vs. Q1’s $1.43M.
• Liquidity tightness: cash and equivalents were $0.17M with a working capital deficit of ~$1.1M at quarter-end, increasing reliance on external financing.
• Costs related to restructuring and financing still a drag: interest expense was $0.59M; debt extinguishment and asset disposal losses impacted results. The company also closed a $3M senior secured convertible note financing in July to bridge liquidity.

Transcript

Speaker 1

Hello and good afternoon, everyone. Welcome to today's presentation. My name is Noella Alexander-Young, Virtual Event Moderator here at Venmark Financial Communications. On behalf of our team, we want to thank everyone for joining us today for ProPhase Labs' second quarter 2025 results. ProPhase is trading on the NASDAQ under the ticker symbol PRPH. Presenting today is Ted Karkus, Chairman and CEO. The following presentation will be a Q&A session for which you can participate using the chat box in the top right-hand corner of your screen. With that being said, I will now hand over to Ted.

Speaker 0

Noella, thank you as always. Let's go back to the beginning. We're on the wrong slide. There we go. Thank you, Venmark. Love doing these VNDRs. I am really excited about everything going on with our company and looking forward to updating everybody today. I will assume that you have all read the forward-looking statement. This presentation, by the way, is on our website. After this call, you can go to the website anytime, read it yourself. Of course, read the forward-looking statement, which basically says everything I say today is true as of today. I speak from the heart. I speak from the mind. I don't type out notes like most CEOs and just read off a piece of paper. I talk about the company. I live in, breathe this every day. Everything I say is accurate as of today.

It doesn't mean that things don't change in the future. There's no guarantee that you won't get updated if things do change in the future. That's primarily what the forward-looking statement says, but I'll assume that you have read it. Let's move on to the next slide. These are the basic components of the company today. This is a quarterly press release as opposed to our typical Venmark presentations. This is really a combination of the two. Venmark, you may not know how they're set up, but we basically do a VNDR once a month. This month, we may actually do two, but we typically are doing one a month where we're in effect virtually in a different city and sometimes a different state each month. This is oftentimes new investors.

Of course, we've also invited all of our shareholders and all the people that read our quarterly press release to come on the call as well. It's really a combination of potential new investors as well as people that are interested in just a quarterly update. I could care less about our earnings right now. That's not the focus of the company. The focus of the company is we're a development stage company with some operating businesses that are operating, but also we have other businesses with enormous potential that are ready to kick in and go to next steps. We have BE-Smart. I'm going ProPhase, you know, labs, biopharma BE-Smart. That's our esophageal cancer test. We have DNA Complete and Nebula Genomics. That's where we do whole genome sequencing primarily directly to consumers. We have ProPhase supplements. We have two other things. Actually, we should update this slide.

This is interesting. On the left, it's not in the picture, but this is a critical component of our company as ProPhase Labs has entered into an initiative with Crown Medical Collections targeting over $50 million in net near-term cash recovery from COVID-19 receivables. That's $50 million. Given the market cap of our company today, if $50 million comes into the company, that's more than three times the entire market cap of the company. I am highly confident in that, by the way. That's why I actually put that as the first bullet point when you look at the ProPhase Labs verticals. There may be another vertical coming, our crypto treasury strategy initiative. I will get into that. I'll get into that at the end of the presentation. It's not actually a slide in our presentation today, but it wouldn't surprise me if it will be in the near future.

By the way, I'm going to touch on the crypto treasury strategy today. There are a couple of important bullet points I really want to cover. Next week, we may have a separate press release and we'll have a follow-up VNDR in two weeks, specifically primarily focused on the crypto treasury strategy. It could be an enormous new opportunity for the company. With that said, I'm not going to go too much into this slide. Most of you have seen this before. I do have a history of success, and it's not just since I took over control of our company. This goes back, I have 40 years of success. I've gone through nine months that have not been fun where the stock price crashed, we suffered dilution, all those things that I've never done in my entire career that we had to suffer through.

Now we're coming out the other end of that. I like to think of ourselves at our current stock price around $0.35. Not that different than when I took over control and turned around the company back in the day when our stock price was $0.65. I turned around the company, sold the Cold-EEZE brand for $50 million, did stock buybacks and paid out $2.40 in special dividends, and then got COVID tested. With COVID testing, we did $100 million a year revenues. Now, isn't it interesting? We have a $0.35 stock price, same CEO, same mentality. We're potentially going to this time instead of selling Cold-EEZE for $50 million, we may come in to $50 million from Crown Medical Collections initiatives for our prior COVID testing.

Just like the opportunity that we then got into with COVID testing, we'd never been in COVID testing before, never been in the lab business before, and then we proceeded to outperform 95% of the labs in the country. It's the same thing with the crypto treasury strategy. What's the most important component is to have a CEO that's smart and that can execute and that can attract great people. Now we have the potential to enter the crypto treasury strategy. If we have even 50% of the success of what we had with the COVID testing and given the competition, I don't really consider them competition, but the upside could be absolutely enormous. I'm going to get into that towards the end of the presentation, but that's sort of an overview. Let's first start, OK, with Crown Medical. What's going on with Crown Medical?

I'll try and get those of you that don't know up to date with those of you that are completely up to date. Nobody's completely up to date. The bottom line is we have 1,100 insurance companies that were reimbursing us for COVID testing. The government guaranteed reimbursement when we did the COVID testing. The government ran out of money. Interestingly, behind the scenes, the government, through their subsidiary HRSA, which ran out of money, interestingly, HRSA was also funding some of the insurance companies. When HRSA ran out of the money, insurance companies also started cutting back, even though legally they weren't allowed to. We got into a situation where legally the insurance companies owe us an enormous amount of money. What we're doing is we're about to sue 1,100 insurance companies. We're doing it through a company called Crown Medical Collections.

They have a couple of dozen attorneys all working on contingency. We are not paying them a single penny. They've done an enormous amount of work in the past several months, an enormous amount of analysis. You should see the analysis I have. I have a spreadsheet of literally like 1,100 insurance companies, how much billing we did, what we got paid, what we didn't get paid. A critically important component of this is that insurance companies, in many instances, reimbursed us, but it reimbursed us at a lower rate than they were legally supposed to. As a general business practice, many insurance companies did this. They knew that they could do this because they could get away with it. What were the laboratories going to do? Most or all the laboratories in the country just accepted what they got paid and figured, what are you going to do?

It's the cost of doing business. At least we're getting something. We're getting more than what it costs us to process the test. Every insurance company was paying differently, and we just had to put up with it. The bottom line is if the insurance company reimbursed us, but they reimbursed us for less than they were legally supposed to reimburse us, that means they've underpaid us. They do not have a defense. What we are doing is we are bankrupting the lab subsidiaries that are not doing any business now anyway. It doesn't cost us anything to bankrupt them. We are awaiting a court date with the judge. I anticipate that court date is going to take place in roughly four to eight weeks, at which point Crown Medical Collections goes hog wild. They start reaching out and saying, we're now in bankruptcy court.

We're now serving you with litigation. Up to this point, Crown Medical Collections already reached out to probably 100 of the 1,100 insurance companies. A lot of them, their response is, when you actually get the court date in bankruptcy court and you're actually about to serve us, that's when we'll sit down and talk seriously with you. The other part of this is the amount of underpayment. In many cases, it was underpayment. There's no defense. I'll just go off on a slight tangent here. Crown Medical Collections is not only representing us. They're representing about 40 other laboratories. In many instances, in most instances, these other laboratories are suing the same insurance companies, and they may be in multiple different states. Imagine being in court in front of a judge suing an insurance company. They're representing five different labs suing the same insurance company.

The same insurance company did the same unethical underpayment practices with five labs. It shows a history of and a pattern of behavior that, at a minimum, is unethical. The insurance companies don't want the exposure. They don't want the press, the politics involved. Plus, they owe the money. They settle. What Crown Medical Collections also did when they took all of our claims, they discounted them for how much they know they're going to have to discount. When you're litigating with somebody and you settle out of court, you always settle for less. They figured out what the % is that they're going to have to discount. They took that out of our gross total, came up with a net amount. That net amount is roughly $73 million. They take out a 30% contingency fee. We get the rest. It's roughly $50 million cash. I'd be happy.

I don't want to say a number. I'd be happy with a lot less. Understand, even the lot less I'd be happy with would still probably be a multiple of the entire market cap of our entire company. That's why I had to spend the first 10 minutes just on Crown Medical Collections. The other thing is once this money starts to come in, we can be done with debt in our company. One of the biggest expenses of our company in the last year has been the interest expense on the debt. If we were a debt-free company, the biggest expense of the company would be gone. We have done a phenomenal job. I'll get into this when I talk about Nebula Genomics. This is really Jason Karkus, the President of Nebula Genomics, that did this. He cut out an enormous amount of expenses and overhead.

I'll get into that when we talk about Nebula Genomics. We are a much leaner, cleaner company now. If we get rid of debt, we barely need any capital at all. Meanwhile, we have potentially $50 million of cash coming in from Crown Medical Collections. That's just one of the opportunities with our company in terms of risk-reward as an investment in our company and just one of the things that I'm excited about. All right, let's move on. ProPhase Biopharma led by our BE-Smart Esophageal Cancer Test. We just came out with news that we were awarded a very important patent. Why is this patent so important? Our scientists uncovered the key proteins that are expressed virtually every time you're developing esophageal cancer. What does that mean?

Esophageal cancer, and I know many of you have seen my presentations, I'll just tell you very quickly, the acid in your stomach over time, you know that you take in acids for, over time, it will start to eat away at the bottom of your esophagus, which is connected to your stomach. You'll start to develop precancerous cells. That's a condition known as Barrett's esophagus. People with Barrett's esophagus have between a 1 in 50 and 1 in 100 chance of developing esophageal cancer. The reason that's so serious is because once you are diagnosed with esophageal cancer, you have a 75% to 80% probability you will die of esophageal cancer. It's one of the deadliest cancers. Why is it such a deadly cancer? It's diagnosed too late. By definition, what does it mean it's diagnosed too late?

It's diagnosed too late because there isn't an adequate diagnostic test for diagnosing it early enough. That's where we come in. We have a test that diagnoses esophageal cancer earlier and more accurately. Not only that, it'll tell you if you're at high risk or low risk. The reason why that's important is because endoscopies, there's roughly 67 million endoscopies performed each year just in this country. By the way, esophageal cancer is growing around the world. There are other countries where it's growing a lot faster than here. This is a global problem. Just in the United States, 67 million endoscopies per year. The reimbursement rate from insurance companies is $3,000 to $4,000 per endoscopy. We're talking about so many billions of dollars. Just on people that are at risk of esophageal cancer, it's about 7 million endoscopies per year.

That's up to $28 billion a year the insurance companies are reimbursing. This is a very serious issue, and it's very serious to the insurance companies. We have a test that'll tell you if you're at high risk or low risk. Also, the beauty of our test, our test is done in combination with the endoscopy to make the diagnosis of the endoscopy more accurate. There's nothing additional the patient or the doctor has to do. That's critically important because in the world of medicine, convenience is an important factor. In addition to the fact that, obviously, we have a test that when you get the endoscopy, we only need one sample. An endoscopy, basically, they stick a tube down your throat. They take out tissue specimens. They take out roughly seven or eight. I don't want to say we have competition because we haven't been commercialized yet.

Our competition is going to be, I don't, you know, I feel funny even mentioning the name of competition. The only real competition out there is a product that came out a couple of years ago. The beauty is actually paved the way because they got the insurance companies paying for a cash-based or what's known as a laboratory-developed test. The insurance companies now pay for that. They paved the way. In the past, they weren't fast to reimburse for these extra esophageal cancer tests. Now they're doing it. For us to enter the market, they and a couple of other companies paved the way. They already did the hard work. It's going to be easier for us to enter the market. The key is with this patent, we have the eight protein biomarkers that are expressed virtually every time you're developing esophageal cancer.

Depending on how much they're expressed, it tells you whether you're at high risk or low risk. If you're at low risk, you don't have to get endoscopies as often. That will save the insurance companies billions of dollars. If you're at high risk, there's a procedure you can get called an ablation. It destroys all the precancerous cells and literally saves your life. If it was up to GIs, they would give anybody coming in for an endoscopy, they'd say, just to be safe, do the ablation. The problem is the ablations are relatively expensive, and insurance companies don't want to reimburse unless you're close to death. The problem is once you're close to death, it may be too late to do the ablation. It's sort of a chicken or egg situation, and not enough people are getting ablations.

We have a test that'll tell you you're at high risk. If you're at high risk, the insurance company will reimburse you. You get the ablation. It saves your life, and it saves the insurance companies the five years that it might take for you to die from the esophageal cancer and all the medical bills that they have to reimburse. This is huge for the insurance companies. It will save them billions of dollars. At the end of the day, you know, it's sad to say, but when it comes to medicine, it's all about insurance companies and, you know, are they making money or losing money? In this case, we would save the insurance companies billions of dollars if we can isolate the people at high risk. On the other hand, the people at low risk, they don't have to worry about getting esophageal cancer.

They don't have to get endoscopies as often. They'll save the insurance companies billions of dollars as well. Nobody has these eight proteins. Critically important. There's more to come. I anticipate in the coming weeks, at least one or two more press releases, positive developments towards commercialization for BE-Smart Esophageal Cancer Test. I'll leave it at that for now. Suffice it to say, this is very exciting. I don't even know how to say this without it sounding ridiculous. We have, I don't know, $13 million, $14 million, $15 million market cap. It's nuts. This test could be worth hundreds of millions of dollars in one year. It just gives you, and that's in addition to $50 million potentially coming in from Crown Medical. It just gives you an idea of the potential of our company. Let's move on.

I can talk more in the Q&A about it, but it gives you a really, really good idea. We happen to have started to build a really nice advisory board with Dr. Joe Abdu, who actually is one of the scientists that invented this. I'm going to have more to talk about commercialization. I'd like to do that when the next press releases come out. Suffice it to say, we have the patents. We have players interested. There's a lot more to talk about. I don't want to do it today. A key, I will just say, for the path to commercialization, a key factor is getting published in journals, getting key opinion leaders involved, et cetera, et cetera, because then the GIs will start ordering the test. All of that is coming. It's all in the pipeline. I'm really looking forward to the next steps with our test.

OK, let's move on. Nebula Genomics. I know we're on time. We're pretty good. Quick sip of water. All right. Nebula Genomics. We hire ThinkEquity to pursue strategic alternatives for Nebula Genomics. There are a couple of different ways I want you to think about Nebula and also within the context of our whole company. Why? As I mentioned, Jason Karkus completely restructured this business. I wish he had taken over sooner. We shut down the lab. We never should have built the lab in the first place. He was not a part of that. Shut down the lab, cut out an enormous amount of IT, which we had to absorb when we had the lab, cut out an enormous number of people, also restructured the whole go-to-market strategy for selling Nebula so that we now get subscription renewals each year from everyone.

Anybody who wants to renew, there's none of this lifetime stuff where you just get it for the rest of your life and you don't pay for it. Every year, you have to renew. Even if we operate this as a break-even business, the following year, there will be profits from anybody that renews and a high percentage of people renew. The reason they renew? I'm not really going to go into the whole explanation of what Nebula Genomics is. We don't have time, and that's not the purpose of this specific call. To be clear, what we do is we do direct-to-consumer, and this is our DNA Complete direct-to-consumer business. We do whole genome sequencing, which studies your whole genome. It studies your whole DNA compared to 23andMe or Ancestry.com that studies less than 1%. If you want accurate ancestry information, you'll do one of those tests.

It'll be fine. It'll link you up to all the other people in the world based on that 1% of your DNA. If you want accurate health information, though, you want to study your whole DNA. It's more expensive. That's where we come in. We do it very efficiently. Critically important for us, we have eight years of doing this. We've developed a database of roughly 60,000 people that have been whole genome sequenced. That's the equivalent of over 150 or 160 million ancestry tests in terms of the entire amount of data. The real point is a whole genome sequencing test provides you 1,000 to 5,000 times more data than an ancestry test. Just imagine how much more accurate the health-related information is going to be. That's why if you want health-related information, you've got to get whole genome sequenced. It's an extra couple hundred dollars.

There are various levels of whole genome sequencing: 1x, 30x, 100x. I'm not going to go into it. The more you want it analyzed, even 1x gives you a much more significant amount of data than an ancestry test. 30x, it's just studying how many times it studies the DNA in the sequencing. In any event, I went to probably more detail than I had to. The bottom line is this has been completely restructured and cleaned up now. We could sell it now. Now that it's been cleaned up, if we get money in from our Crown Medical initiative, it may not be necessary to sell Nebula Genomics now because Nebula could be worth 2, 3, 4, 5 times as much, literally just 9 to 12 months from now. This is all strategy. There's no definitive answer.

While we're working with ThinkEquity to potentially sell the business, we're also working, led by Jason, on building the business now that it's been cleaned up. With a little bit of capital and some advertising, this business will take off really nicely. All right, that's enough about Nebula for now. We can go do it in the Q&A. ProPhase supplements, I'll just tell you very quickly, this is our historical business. I'm less interested in this right now. I do want to talk about the crypto. We don't have a lot of time to do it. We're led by Legendz XL, which we've been selling for many years. It's a small brand. It keeps a direct-to-consumer business open for us. It's probably the least important of everything I'm going to talk about. Equivir, I know a lot of you still want to know what's going on with Equivir.

It has been complicated, to say the least. The preliminary studies were fantastic. The final studies gave us some good stuff, not as good as the preliminary. I'm waiting for a final report. Our consultant goes back and forth. The problem is the CRO, the Clinical Research Organization, is in another country. Every time our consultant asks five questions, it takes a week or two to get the responses. They're literally finalizing it right now. The one thing I learned from building the Cold-EEZE brand, the claims on the package are critically important. The claims on the package are based on the clinical studies that back those claims. If you don't have clinical studies to back the claims, either the FDA will shut you down or, more than likely, class action attorneys will sue you and put you out of business anyway.

That's why we can't move forward with this without the final clinical study results. OK, moving on. That's our management team, our investment highlights. I really want to talk about our crypto treasury strategy a little bit and our upcoming—we have a new proxy coming up, which are critically important. All right, again, we can go through this completely restructured and transitioned to a significantly leaner company during the first half of 2025. Again, we sold Pharmaloz Manufacturing in January for $23 million. We shut down the Nebula Genomics laboratory later in the first quarter. We dramatically reduced headcount and IT and related overhead in the end of the first quarter and throughout the second quarter. The third quarter, we will now look like a much cleaner company. A lot of the savings are really just now coming—it will be coming into the third quarter.

All right, I reviewed the Crown Medical Collections with you in the Q&A. I can discuss more with that. I talked about BE-Smart Esophageal Cancer Test. Be on the lookout in the coming weeks for some more positive developments towards commercialization. I told you some of the things that are very important with a new test. You need acceptance from your peers. That happens in the form of getting published, of having a clinical study and getting it published and getting the key opinion leaders involved. You reach out to the GIs. Find a network of GIs that are interested in using your test. You start there. You get good results. It builds from there. We have some great partners in Mayo Clinic and EMPRO. We have some great players. The lead scientist at Mayo Clinic loves this test, loves this test.

Of course, our Chief Science Guy that created it, who's on our advisory board, Joe Abdu, he's worked and developed and commercialized other LDTs. He thinks that this one is going to be absolutely huge. I could go on with this. I want to talk about a crypto strategy. We're on this last slide anyway. This is really important. I need to give you a little perspective before we get into the Q&A. We had an ATM, which stands for at the market. It's where you sell shares in the marketplace. When the stock's trading, you just sell shares that the company issues, and you take in money. We had an ATM for, I don't know, half a dozen years and never used it a single time. Just because you have an ATM doesn't mean you're going to use it. Same thing with authorized shares.

We had tens of millions of shares authorized that we never used. Now, we got into a difficult situation the first half of this year where we did, and that's why the share count grew. We stopped doing that a while ago. We had something called an ELOC. We're not going to be using it. We haven't used the ELOC in months, and we're not using it anymore. We're going, I don't even know if I want to say this, but we're going to be canceling the ELOC. Now, we have a proxy coming out that you have to vote for no later than August 29. We have two weeks to vote. One of the things in the proxy, one of the items, is the vote on increasing our authorized shares to 1 billion shares. Now, why 1 billion? Frankly, it's an arbitrary number.

I could have done 100 million instead of 1 billion. I could have done 200 million. Whatever it is, it doesn't matter. We're not dumping hundreds of millions of shares of stock on the marketplace. That's not the purpose of it. The purpose of it is if we initiate the right crypto treasury strategy. Understand, if I get into this business, I'm going to go into it the same way we went into the COVID testing. The reason we got into COVID testing, we were investing with some of the money from the sale of Cold-EEZE. We invested in another public company that already had a laboratory, was already one of the first validators for COVID testing with the saliva test. For COVID testing, I was like, wow, this can be great business. Let's invest in your company. They went bankrupt, and we generated hundreds of millions of dollars.

Just because we're not the first in with a crypto treasury strategy doesn't mean we're not going to be successful. I think we're going to be, and alone. I am not doing what's called a reverse merger so that there's no confusion here. I wanted to say this for the end because I just went through a whole presentation where I told you about all the underlying value and all the different ways that we can be successful with our company. Given that, why would I throw that all away in something called a reverse merger? In a reverse merger, all they want is your shell. Nasdaq shells are in demand right now. They're paying $5 million, $10 million for the shell. What they basically do is they might do a deal with a company that's going to be a crypto treasury company.

They basically, in effect, buy your company, but it's called a reverse merger because basically you issue enough shares so that when you're acquiring this other company, they get 95% of the shares. In effect, they now own your company because they own 95% of the shares that stand. Eventually, they weed you out of the company. That's what you do if the shell is a relatively worthless company. That's exactly what we're not doing. We are not doing a reverse merger. We are doing something different. We are going to get into the crypto treasury business potentially. If we do this, we're going to do this with world-class partners. I'm not stupid. OK, I promise you. I think most of you know that and have known me for a while. We have significant potential here to bring in large partners.

They are not going to be attracted to our company if we don't have a large authorized share count. Why is that important? If our stock goes to $1, $2, $3, $4, $5 a share, $10 a share, we have to be able to issue tens of millions of shares of stock or 100 million shares of stock. Suppose our stock's at $5 and we sell 100 million shares and raise $500 million that day. Would anybody on this call be upset if I raised $500 million at $5 a share when we have a $0.35 stock today? We need the authorized because if we don't have the authorized, no big player is going to want to get involved with us. I don't want to get into who I'm talking to right now. We will have updates.

I think I'm going to be coming out with a press release next week. One of the key things of the strategy is I need the authorized so that the players that I attract to our company, if we bring them in, they know that the potential will be there to raise $1 billion, $500 million, $200 million, whatever the number is. We would start at $200 million. We want to raise billions of dollars, but not at $0.35 a share. I'll give you a couple of quick examples. Not that that means we're going to do anything like these companies. There are companies out there. ThinkEquity, we have a great relationship with ThinkEquity. Guess what? They did one of the biggest deals of the year with BitMind, BMNR. It went from $4 to $40 the first day. It went to $136.

I think it pulled back to, like, I don't know, $30 a share or something like that. Now it's just going up. It's trading, whatever, hundreds of millions of shares a day. They're able to raise $100 million a day if they want to, literally. They want to raise $1 billion, $2 billion, multiple billion. I don't know the exact details of that deal. I'm not saying we're going to do a deal nearly as successful as them. There are other smaller companies that I can point to. 180 Life Sciences, stock symbol ATNF. This literally just happened the other day. It was a $0.90 stock last month. They came out with news that they were doing a crypto treasury strategy. The stock started trading at $2. Then somebody named Peter Thiel comes in. He's a really well-known guy. He invests in the company.

The stock went to $11 a share. Just imagine if we attract some big players. Do you think somebody like Peter Thiel is going to come into our company if we have 2 million shares available that are authorized to be sold in the marketplace? Of course not. We have to have the ability to raise money. This is no different than all the years that we had an ATM. We had authorized shares before. I just didn't run out and use them. That's not the point of it. I hope I made that clear. This is a critically important proxy. I hope you all vote for it. We also have other items in there that are voluntary, like stock buyback and other things that are really positive that are easier for shareholders to understand. Increasing the authorized does not mean we're selling any stock.

The idea is once we have this billion shares, if our stock is going up and it's trading high volume, not like yesterday, for example, our stock traded over 200 million shares of stock. Now, I'm not going to get it. It's a little technical. Algorithms kicked in before the market opened. Obviously, these aren't real shares trading back. This is our shareholders. We didn't sell a share in that. We haven't sold a share in the stock market in a very long time. We're not doing it. As I said, we're going to cancel the ELOC. We're going to have an ATM. It doesn't mean we're going to use the ATM.

Quite frankly, if the Crown Medical dollars start to come in, depending on where the stock price is, if it's this kind of stock, I could be buying back stock, which is exactly what I did seven years ago. All of this is a dynamic situation. It's critically important that you tell all the other shareholders to vote for the authorized shares. It is really bullish for our company if you do that. I'm going to give you more information about the crypto treasury strategy next week. I'll do another VNDR in two weeks. Understand, if you want me to attract some of the biggest players in the industry, I don't even know if I should tell you this. I'm talking to a multi-billion dollar crypto company right now. I don't know if I should have even said that.

They're not going to be interested if we don't have any authorized shares and an ability to raise capital as our stock price goes up. I hope you understand that this is bullish. I hope you understand as a CEO that I have a 15-year history of doing right by shareholders. I'm the largest shareholder in the company. Even with the dilution that we had to suffer, I suffered by more than anyone else. To be clear, I still own just under 10% of the shares outstanding. To be honest with you, I'm not just motivated by my shares. I'm motivated to do what's right for the shareholders and for the company to rebuild the value. I care. Maybe I care too much. You know what ThinkEquity tells me? They love me as a CEO because I care more than any other CEO that they know.

I shouldn't say any other CEO. I don't want to alienate other CEOs that they have relationships with. They just did two of the most successful crypto deals of the year. They're connected to a ton of people. I don't want to go into more. I can just tell you there's a lot of potential on a crypto treasury strategy. If everybody votes for the proxy, I think all systems could—we could have a lot of fun together. OK, and again, just remember, this is no different than when we got into COVID testing. We weren't the first in. To be clear with crypto, there's a limited amount of Bitcoin that will ever be manufactured or mined. That's it. It's interesting, every government in the world, including ours, and especially ours, is now backing these currencies.

You now have the government putting government money, you know, 401(k)s, whatever, into cryptos, into Bitcoin. This isn't a fad. Unlike COVID, which lasted two or three years, this is 10 years. This is forever. This, in some respects, is like gold holding as a store of value. There's a very interesting opportunity here. I want to seize it. I need the shareholder support to do it. OK, that was a little bit of a rant. I hope you don't mind. Noella, thank you for staying by. I know that I ran over, but it was really important that I covered all that. Noella, we always do a Q&A at the end. We still have about 20 minutes for the Q&A. I hand it over to you. Thank you.

Speaker 1

Thank you very much, Ted, for the presentation. As you mentioned, we do have a Q&A. Your first question is, very excited on the progress for BE-Smart. What are the next steps?

Speaker 0

OK, so the next steps, very specifically, we have to get a study published in a major journal. Wink, wink, it's coming. The next step after that, pull in key opinion leaders. We already are getting them lined up. Once you have the legitimacy of a published study of our clinical study in a major publication supported by key opinion leaders, you can then start reaching out to a group of a hospital network, a network of gastroenterologists, get them to start using your test. It's very similar to what Castle Biosciences did with TissueCypher. I don't want to compare to them. I think that we have a significantly better test than they do. They already paved the way towards LDTs, laboratory-developed tests, getting reimbursed by insurance companies. Insurance companies now understand the purpose and value of an esophageal cancer test that gives you a more accurate diagnosis.

They're already starting to reimburse. We believe our test is even more accurate. I don't want to go into the details now. I will just tell you as a quick example. Everybody says, oh, no, TissueCypher is better. What could you have? TissueCypher requires up to 12 specimens in order to give you accurate results. In order to get 12, sometimes it requires two endoscopies, which have a lot of risk. I don't know if the endoscopy, the GI specifically has to go. A GI, typically, when doing a routine endoscopy, will take out seven or eight tissue specimens out of your esophagus. You have to take out more than that. That adds risk. Sometimes it turns into two endoscopies. In addition to that, you know what? I don't want to go into the difference. There's some other difficulties. Also, they don't have our eight key proteins.

They're also using a technology that was developed 30 years ago. I know it's 60 years ago, but say even 30 years ago. It's antiquated technology. It gives you antiquated results. What we do is at a mass spectrometry machine, which is very advanced. The latest ones even have AI associated with it. Again, I always compare it to right now, when an endoscopy is done, you're taking tissue specimens, and a pathologist studies the tissue specimens under a microscope to give you a diagnosis. The human eye looking into a microscope does not compare to a mass spectrometry machine with AI analyzing those same specimens. There's no comparison. Plus, we have the patents on the eight proteins that are regularly expressed whenever you're developing esophageal cancer. We have a really special test, and I can't wait to go to market with it. I hope that answered that question.

What's the next one, Noella?

Speaker 1

Thank you, Ted. The next question is, when will the BE-Smart Esophageal Cancer Test hit the retail markets?

Speaker 0

Yeah, so when you say retail markets, this isn't like, I don't know, you know, Cologuard where they send it to your home and you do the test at home. This is for people already getting an endoscopy. There's nothing additional that the patient needs to do. When the patient gets the endoscopy, the GI or the pathologist simply has to take one of those specimens, send it to our lab or the lab that we partner with to run it on our mass spectrometry. When you say retail markets, this isn't something we're selling retail. This is a test that will be added to the endoscopy. This is for patients already getting the endoscopy. It's 100% convenient in that there's nothing additional that the patient or the doctor has to do other than the specimen that they're already extracting and send it to our lab for sequencing or processing.

In terms of timing, I think I already said the next step. Next step is publication in a major journal, get the key opinion leaders involved, and then start reaching out to GIs, which is in the not-too-distant future, actually. In terms of commercializing, we're actually not that far away. It starts off slow. We start with one group of GIs. They start using it. The insurance companies start reimbursing. They have to learn what the test is. The first time, they'll probably read they might reject you. You send it back, and they say, oh, wow, this is actually very interesting. These results are actually very important. They start reimbursing. The word gets out there. You start going to more GI groups. It spreads. The key is to find a group of GIs or a network, a hospital network that will take your test and start using it.

That's where our advisory board comes in because the two gentlemen on our advisory board have vast experience and vast networks of people that they can go to and tremendous relationships with Mayo Clinic and EMPRO, who are already our partners. I don't even want to go into the names here. I don't want to get anybody in trouble. There are vast networks of hospitals that our advisory board has relationships with. That part should actually be relatively easy, getting one of these networks to start using our test. The word spreads. This will become a big success. Somebody like an Exact Sciences, I haven't looked them up in the last few months. They've been somewhere around $10 billion. This would be a rounding error for them. They could give us $50 million upfront and a royalty.

The royalty, one day, I don't know, could be $50 million a year or something like that. I mean, the numbers could be crazy on the side. For our little company, we're not even—I don't even think we have a $15 million market cap. Next question, please.

Speaker 1

Your next question is, are you able to give us an update on timing of when you expect to start collecting from Crown Medical Collections?

Speaker 0

Yeah, I already addressed that. When the bankruptcy court, I would say I want to be conservative here, within four to eight weeks, once we're in court with the judge, we go hog wild on the insurance companies. Crown Medical Collections has already reached out to, I can't remember what the number is, I think they told me they already reached out to about 100 insurance companies. The common answer is, we know you, we hear you, we understand we're going to have to settle with you. When you officially file, let us know, and we'll talk again. It's just a matter of timing. Does it take two weeks or four weeks to negotiate with them? How long does it take for the check to come in and so forth?

Speaker 1

Thank you for the clarity on that, Ted. The next question is, can you tell us what line of crypto investing opportunities you're looking at?

Speaker 0

Yeah, I think it's a little premature. I will tell you that the powers that be that we're working with, their first focus is Bitcoin. They don't want me to say anything other than Bitcoin. They want me to say Michael Saylor, MicroStrategy, their approach is that our company becomes the next MicroStrategy and that we do it just as well or even better than MicroStrategy is doing it. They were first. Doesn't mean they're the best. You know what? It's no different. Here's the concept that I've been thinking about. If you think about somebody that's a really big hedge fund manager, you know, that's managing $100 billion, and you say, what do you need another hedge fund for? There already is a hedge fund. What do you need another hedge fund for?

There's more money out there to be managed than one big hedge fund or 10 big hedge funds can manage. It's the same thing with crypto. There are more and more cryptos, and there are more and more strategies. The bottom line is, if we attract big players, we will attract big investor interest. Knock on wood, our stock price will go up. Our shareholders will do the right thing and vote to increase the authorized. We'll raise money as the stock price goes up. Before you know it, we could be sitting on half a billion dollars of cash and a stock price that's multiples of where it's trading right now, many multiples. We take it from there. I'll have more to say about this. I really want to do this in a separate press release and go into more detail. I don't want to speak out of line.

I don't want to talk about people and partners without their permission. I can tell you that we're already talking to major players.

Speaker 1

Thank you, Ted. The next question is, will investors be diluted because of the crypto? We trust Ted, but we're afraid.

Speaker 0

Love that question. The answer is, we don't have to sell a single share of stock if we don't want to. The idea is to build value. Given all the things that we just covered, Crown Medical, $50 million, commercializing our esophageal cancer test, potentially selling Nebula Genomics. By the way, I should also mention on the Crown Medical, we are working already on doing something, entering what's called a DIP financing, debtor in possession. That is basically a financing against the collections. If we do that, then every shareholder should be thrilled because they know that there's a company of experts. This is all they do, is they finance litigation where they know that there's going to be a positive outcome from the litigation. They'll give you money, and then they collect as the funds actually come in. They give you the money at a discount.

I don't know what the discount terms will be or whatever. I don't know if that technically, I don't even know if that's considered debt because I don't believe we even have to pay it back. Their collections come straight from the Crown Medical initiative. If that money comes in, hell, if enough money comes in, then I don't have to raise money. It can pay off some of the debt that we have right now. We can potentially even buy back stock and build our company. I would love to put some money to work at Nebula. I think we could double or triple the revenues of that company very profitably, very quickly. I can't do it while we're tight on capital. Just an example, the BE-Smart Esophageal Cancer Test. That's not initially going to be profitable.

I can tell you this much, I'm not spending a lot of money either in the early days. We're going to do a grassroots. Likely, once we gather some momentum, I guarantee you there are going to be multi-billion dollar companies knocking on our door wanting to buy us or partner with us. We have those kind of opportunities. The last thing in the world I'm going to do is destroy our stock price from here. I want to do the opposite. I want to build the value of it. The idea is to get the stock price going up, raise money as the stock price is going up. That's the purpose of the crypto treasury strategy. As I said, I can give you five or 10 examples of companies who have just recently, not even three months ago, three days ago, who are executing on successful crypto treasury strategies.

Their stocks are going up one, two, three, four, five times, 100%, 500%. Crazy math. I don't care if ours goes up 500% or not. For you guys to worry, am I going to destroy our stock price from here? Absolutely not. There's no reason to. If we were going to destroy the stock price, then what's the point of doing it? I wouldn't do it. I just won't do it. It's the same thing with COVID testing. We started off small. By the way, I just want to point this out to everybody. When we got into COVID testing, I think we had about a $2 stock when we decided to get into COVID testing. Within about six months, we had the ATM. We had the authorized shares. I didn't all of a sudden start dumping stock in the marketplace. In fact, I remembered our stock went up.

Then somebody wanted to do a deal with us. Our stock got to about $10. Somebody wanted to do a $6 deal. By the end of the day, I was talking about doing a raise with them. At two hours before 4:00 P.M., they said at $6. I said, are you kidding me? My stock's $10. Why would I do that? They crushed the stock. They said, that's the only price we'll do. I said, no. You know what happened? After they crushed the stock for a day, the stock starts right back up again. Where did we do it? I did $5 million. I think I want to say about $11 a share. I can't remember exactly, $10, $11 a share. Two or three weeks later, we raised $37.5 million at $12.5 a share. We had the idea for the COVID testing when the stock price was $2.

We didn't raise money at $2. We had the ATM. We had the shares authorized. I didn't go dumping stock at $2 to go get into the COVID testing business. If that's real life, what I actually did, don't assume that I'm going to do just the opposite and destroy everybody, one of the largest shareholders in the company. We don't have to do this deal. We're not doing a reverse merger to just give away the company. Our company doesn't exist. I know that there's a lot of fears out there. They're irrational once you understand our strategy and what we're really trying to do. I want to deploy the same strategy. Get the stock price moving up. Sell stock as it's going up. Raising money. It's actually anti-diluted.

If you're raising money as the stock price is going up and you're raising the money opportunistically, it can actually be anti-dilute, which is what a lot of these other strategies are. They raise money at high stock prices. They invest into crypto. As long as you're trading at a premium to your net asset value, then any additional money that you raise, if you're raising above your net asset value, then you're increasing your net asset value on a per-share basis. Once you're increasing your net asset value on a per-share basis, and if you buy more crypto and you continue trading at a premium, you're just continuing to be actually anti-dilute. You're actually increasing your value on a per-share basis. It's a phenomenal strategy. It's one that we can make work the right way.

One of the keys to it is attract big players to work with you that the investors get excited about because that's how you get, that's how in the early days, you get a premium on your stock price. That's one of the keys. It's a little more complicated than that. I'm happy to go into it more. Suffice it to say, I'm not here to crush the shareholders. I'm the largest shareholder. I'm here to build value. There's an opportunity here. I want to seize the opportunity. It's that simple. We don't need this opportunity. We didn't need COVID testing opportunity either. We didn't have to do that. We generate $100 million a year revenues. We made a lot of money for a while.

The only reason we're in this position now and our stock price isn't $5 or $10 a share right now is because the insurance companies and the government cut us off. If I knew that they were going to cut us off, I wouldn't have spent all the money that we spent, which was actually a rounding error at the time if the money came in that was supposed to come in. Because the money didn't come in, what was a rounding error all of a sudden put us in financial distress for a period of time. I was embarrassed for it for a while. I've gotten over it now. It's my fault from the point of view that I'm the CEO. The fact of the matter is the government pulled the rug out from under us. Now we've cleaned up the whole company.

I did exactly what I did when I turned around the company a dozen years ago. Our stock price was $0.65. We've now cleaned up the company. We have tremendous opportunities ahead of us. I'm really excited about the future of the company. Thank you for all those questions. I think we have time. Do we have another question or two?

Speaker 1

Yeah, we have quite a few questions left, but we can squeeze into the Q&A.

Speaker 0

OK, let's at least do a couple more. Go for it.

Speaker 1

Sounds good. The next question is, how many years of protection do you have with the BE-Smart patent?

Speaker 0

Yeah, so with the BE-Smart, don't quote me on this. But since we just got the patent, it might be 20 years. Even if it isn't 20 years, there are ways of continually updating the patents with new inventions, additional protein markers. As we roll this out and we start to commercialize this product, we will be gathering more data. In effect, especially in the early days, we in effect will be building a larger and new clinical study on real patients live at the time. Our previous studies were done where we had a bank of specimens that we tested that were from patients that might have been tested two, three, four, five years ago. We get to see how they progress. We do the test on the specimen and see what our test results were and then compare it to what happened to the patient.

That's why we know that the test works so incredibly well because we already know the results of it. In other words, somebody's at high risk in our test. Guess what? Since it was on a patient, we might have collected a specimen three or five years ago. We now see, did the patient actually get esophageal cancer? What happened? That's how we know that our results are so phenomenal. What we're going to do now is, as we roll this out with the GIs, we'll be testing patients as they're going. We're going to be building a big database of information. It's going to be like a monster clinical study that's going to continue to validate what a great test we have. As that happens, we will be able to formulate and build additional patents around our test.

Not only do we potentially have 20 years on these patents, we're going to keep building on those patents. It's just going to be more valuable over time. Thank you. Great question. What's the next one, Noella?

Speaker 1

Thank you, Ted. Your last question or more of a comment for today is, as a great number of biotech companies and health care in general have been very disappointing in the past year, aside from a few exceptions, ProPhase could have the blockbuster product of the year.

Speaker 0

We could have multiple blockbusters. First of all, yes, our BE-Smart Esophageal Cancer Test could absolutely be a blockbuster. In 12 months from now, it could be worth 10 times the entire market cap of our company. Is it going to happen? Maybe. Let's see how this all plays out in terms of timing, in terms of capital, etc. What I can tell you is all the scientists I am working with on this are all super excited. They believe this is the best diagnostic test in the world for esophageal cancer. The key with esophageal cancer is an accurate diagnostic test is critically needed to save lives. It'll save insurance companies billions of dollars. It will also save an enormous amount of lives.

In addition to that, it will also give other people that think that they are at risk peace of mind, that they're not walking around every day saying, shit, am I going to die one day of esophageal cancer? It's a really awful way to live. If we have a test that says, no, you're at very low risk, don't worry about it, it gives them peace of mind. It also then saves billions of dollars as well. That's a very exciting test. I'm also excited about the Crown Medical initiative. I also think that Nebula Genomics is a hidden value now that Jason Karkus has turned it around. It's just a matter of what we do with it. A lot of that depends on capital. It depends on how the initiative goes with ThinkEquity, whether we sell it or keep it.

If a lot of money starts coming in from Crown Medical and we grow, it might be smartest strategically for the company to grow Nebula rather than sell it. At the same time, a crypto treasury strategy could dwarf everything else we're doing right now. We'll have to see as all these things play out. I really enjoyed the call today. I anticipate a press release probably next week. Don't quote me. It might be the week after on our crypto treasury strategy initiative and next steps. We have the proxy. In two weeks, we will have another VNDR before the proxy, before the final date of the proxy. The proxy is August 29. I don't know what day shareholders will start to get their proxies in the mail relatively soon. Please, it's really important to the company that you vote. Number one, we need a quorum. Please vote.

Number two, it's in the best interest of the shareholders to vote for all of the items on there. One of the big ones, obviously, being the authorized shares. That's what gives us the ability to move forward and attract multi-billion dollar companies and multi-billion dollar individuals to partner with us to build this into something really special. I am looking forward to next steps, looking forward to the VNDR in two weeks, potentially a press release either next week or the following week on our crypto treasury strategy. I anticipate a press release or two coming on BE-Smart on things in the works. There are a lot of good things going on. I'm excited for the future. I appreciate everybody listening to me for an hour. I love to talk. This is the one time I don't get in trouble for talking a lot. Noella, you're the best.

I love having you on these calls. Thank you so much. Thank you to Venmark. Have a great day.

Speaker 1

Thank you so much, Ted. Thank you to everyone for joining us today for ProPhase Labs' second quarter 2025 results. ProPhase is trading on the NASDAQ under the ticker symbol PRPH. The playback will be available on our website 24 to 48 hours after this presentation under the VNDR Library tab. Please stay tuned for the next quarterly call. See you next time.