Advanced Biological Laboratories Pursues Public Listing via Strategic Reverse Merger with ProPhase
Garden City, Friday, 19 December 2025.
This strategic move creates a global life sciences innovator, with Advanced Biological Laboratories set to control approximately 76% of the combined entity upon finalizing the deal.
Structuring the Reverse Merger
On December 18, 2025, Advanced Biological Laboratories S.A. (ABL) and ProPhase Labs, Inc. entered into a non-binding Letter of Intent (LOI) to execute a reverse merger, a transaction structure designed to transition ABL into a majority ownership position [1]. Under the proposed terms, ABL shareholders are projected to own approximately 76% of the combined company upon closing [1]. To address the interests of existing ProPhase shareholders, the deal includes significant financial carve-outs. ProPhase Labs retains the option to declare a special cash dividend of up to $10 million, payable to its common stock shareholders on a record date yet to be determined [1]. Additionally, the agreement stipulates that Crown Medical Collections receivables will be separated for the exclusive benefit of current ProPhase shareholders, with anticipated net collections valued at approximately $50 million [1].
Strategic Rationale and Market Access
The merger is predicated on mutual strategic expansion, leveraging ABL’s molecular analysis capabilities against ProPhase’s public market footing. Dr. Chalom B. Sayada, CEO of ABL, indicated that combining with a Nasdaq-listed platform provides ABL with enhanced access to U.S. capital markets, a necessary step to accelerate the commercialization of its portfolio within the United States [1]. Conversely, the transaction aligns ProPhase with the ABL Group’s international distribution network, which is expected to support the global expansion of ProPhase’s assets, including the BE-Smart Esophageal Cancer Test and Nebula Genomics [1]. Ted Karkus, CEO of ProPhase Labs, characterized the LOI as a historic strategic development, noting that the structure is designed to deliver meaningful near-term value while securing long-term potential through ABL’s leadership in healthcare innovation [1].
Timeline and Operational Outlook
As the companies move toward integration, the combined operating entity is expected to assume approximately $5 million of ProPhase Labs’ existing indebtedness [1]. The timeline for formalizing this union is aggressive; both parties anticipate working toward the execution of definitive documentation within approximately 60 to 90 days from the December 18 announcement [1]. However, investors must remain cognizant that the LOI is currently non-binding. The consummation of the transaction remains contingent upon customary due diligence, the finalization of definitive agreements, regulatory approvals, and the satisfaction of Nasdaq listing requirements [1].