Good morning, ladies and gentlemen. Welcome to today's virtual non-deal roadshow. My name is Nadine Salonga, Virtual Event Moderator here at Renmark Financial Communications. On behalf of our team, we want to thank everyone in Atlanta and surrounding areas for joining us today for the presentation of ProPhase Labs, trading on the NASDAQ under the ticker symbol PRPH. Presenting today is Ted Karkus, Chairman of the Board and Chief Executive Officer. The presentation will last around 20-25 minutes and will be followed by a Q&A session for which you can participate by using the chat box on the top right-hand corner of your screen. With that being said, I will now hand over the floor to Ted.
Thank you so much. Thank you to everyone at Renmark. We put together this schedule very, very quickly. Given the breaking news this morning, I thought it was important that I also do a presentation to shareholders. I'm sure there are a lot of questions, and I want to answer as much as I can. I am a very transparent person, and I really like to share everything. With that, why don't I start with a forward-looking statement? I'm not going to read the whole forward-looking statement, but number one, this presentation is on our website. I'm going to assume that you've all read the forward-looking statement. It basically says everything that I say today is accurate as of today. It does not mean that things aren't going to change in the future, and there's no requirement per se that we will update you in the future when things change.
All right? But what I can tell you is everything I tell you today is exactly what I believe as of today. It's where our company is today, and obviously, I'm excited for the future of our company. So with that, I am going to assume I know that there's probably a lot of new shareholders that have come to the company, particularly because of the announcement we made this morning. I'm not going to go into a lot of detail on all the various aspects of the company. I want to get into the primary purpose of the call, which is the LOI. And so just very briefly, though, you should all know the basic verticals of ProPhase Labs. We have the Crown Medical collections, where we have estimated Crown Medical has actually estimated that we're going to net $50 million.
That's net of their contingency fees and all discounted settlement fees with the insurance companies. We then have our ProPhase BioPharma division, where we have our BE-Smart esophageal cancer test, multi-billion-dollar potential. We are going to commercialize it as a laboratory-developed test. It should be a really exciting future for our test over the next year. We have a DNA Complete and Nebula Genomics business founded by George Church, George Church professor up at Harvard, world-renowned in the field of genomics for the last 20 years. He founded it about eight years ago with his PhD students. We acquired it. He's still on our advisory board. This business has been completely revamped, restructured. It is now a break-even to profitable business on a pro forma basis. It is definitely profitable.
Then we have a supplements business, and depending on capital, we'll decide whether we're going to develop the supplements business or not. Okay. I'm wondering if we should get into the LOI first. We do have a new slide that we just created for it. And so why don't I start with that, and then we can talk about the other subsidiaries and how they fit in. The bottom line is it is a non-binding LOI, but to be clear, ABL and ProPhase, we spent a lot of time working together already. I want to say a month or two. So this isn't something that just snapped our fingers and happened. This isn't, you know, oh, quick, let's make an announcement type of a deal. We are very, both parties are very interested in pursuing this deal and actually closing it. It brings enormous synergies to both companies.
Think of ABL as a European biotech company with diagnostics for which they have developed some very nice distribution. They're profitable. Most of their distribution, of course, is abroad. It's not in the United States. So think about the synergies of bringing their diagnostic testing into the United States with our management team. By the same token, we have Nebula Genomics, which is a perfect fit with their company, for which we could better distribute it in the countries in which they have distribution. And of course, our BE-Smart esophageal cancer test is ready to go. And while initially we've been envisioning distributing the BE-Smart esophageal cancer test in the United States, what a perfect partner in ABL to distribute that abroad. Just our esophageal cancer test alone could make both companies hugely successful.
So there are a couple of pieces to this that I think should be really intriguing to the shareholders. So number one, the goal right now is that the valuation of ProPhase Labs in the merger could be up to $30 million. Understand that the investment bankers that are working on this will raise a block of money, but initially they were talking about a 76% to ABL and the rest to ProPhase Labs. And then included in that, though, is $10 million, up to $10 million, that could be set aside for current ProPhase Labs shareholders. That would come from the money that's going to be raised by the investment bankers. That would come into the deal. And then the investment bankers would also raise other capital for the deal. Both equity and debt would be included when the whole deal is put together.
The $10 million would be set aside. ProPhase Labs' current shareholders would keep some of the debt. The merged companies would acquire or assume a little over $5 million of the debt. So the $10 million is nice. In addition to that, the current shareholders also get carved out. Our Crown Medical receivables initiative, which we are all highly confident in. By the way, I'm thinking about updating shareholders next week regarding Crown Medical. I didn't want to update today, and I'm also looking for a little bit more information, but I feel very good about our Crown Medical initiative as well. And so this deal really is a win-win. A part of what makes it a win-win also is that, you know, we're NASDAQ-listed. They would get the NASDAQ listing. They would own the majority of the company. So of course, their board would then control the company.
However, I would go on the board of directors. Our management team would still manage all of the U.S. operations. So it really is a deal that could be very exciting for both companies. I could go into more details. You can read the slide yourself. I assume that you've all read the presentation, and I'll be happy to open it up to questions in a little while. But so the rationale is very simple. We view ProPhase Labs as deeply undervalued with where it's trading today, even with the stock price up today. We still believe it's deeply undervalued. ABL recognizes that value. They will bring out the value to make a win-win situation for both companies. So there's both a lot of synergies between the two companies. We're both, in effect, biotech companies. We have the distribution in the United States. They have it in Europe and elsewhere.
We can leverage each other's assets very nicely. We can also leverage each other's expertise from a management perspective. ABL is very, very strong on the science front, which would be a big boost for us. And so we're excited to move forward with this initiative. During the Q&A, I'll be happy to go more into it, but those are the basics. I'm going to go a little bit into the other subsidiaries now, especially since I know that there are a lot of new shareholders or investors considering being shareholders after seeing the news and the volume in the stock, and it attracts them into a call like this. So I used to talk about, prior to this potential merger, I used to talk about that we have three assets in particular that have incredible underlying value, significantly greater than the whole market cap of the company by themselves.
Those three that I focus on are Crown Medical, our BE-Smart esophageal cancer, and our Nebula Genomics. With the Crown Medical, again, you can read, you can study this more on your own. But to be clear, when we went into the COVID testing business, we went on to generate $300 million approximately. I'm making up a number, close to $300 million of testing. The government guaranteed it. The government ran out of money. Insurance companies, oftentimes, the testing was moving so quickly, they would pay whatever they wanted to, even though there were legal amounts that they were supposed to pay. And a lot of these insurance companies underpaid. The labs really didn't have a way to fight them. They basically just accepted what came in. Again, we were doing so much testing, things were moving so quickly.
This is how most COVID testing labs around the country were treated the same way by being underpaid by the insurance companies. Now we have a strategy in place where we took the lab subsidiaries that weren't doing much anyway. You know, our COVID testing laboratories, they haven't been doing much in the last couple of years. We bankrupted them. By bankrupting them, we go into one court with one judge. That one judge rules on, we're basically going after 1,000, approximately 1,000 insurance companies. Crown Medical is a team of dozens of attorneys. There are approximately five or six attorneys specifically working on our initiative every day. The gating factor, I know a lot of people are disappointed in how long it's taken to get to this point. I am too. I would have loved the collections to have started sooner.
But the gating issue here was the bankrupting of the subs, which was a lot more complicated than I anticipated. The beauty is we found an attorney who was perfect, a bankruptcy attorney who was independent of Crown, who bankrupted the subs and n ow Crown has been appointed special counsel. What that means is in bankruptcy court, litigation is expedited. The theory is if you're a bankrupt company, the judge wants to get you out of bankruptcy as quickly as possible. You don't want long litigation. So they do away with pleadings, and they go straight to what are called meet and confer, where our attorneys are going to meet with the insurance companies. If they can't settle, Crown Medical is ready. They're well prepared. They're representing 40 different insurance companies. I'm sorry, they're representing 40 different laboratories right now.
A couple of others, by the way, use the same strategy of bankrupting. And so Crown is now doing these meet and confers as we speak, and they're moving forward aggressively. And if an insurance company, they have a choice. Crown will go in and say, look, you owe ProPhase Diagnostics. That's the subsidiary ProPhase Labs. $300,000. We can litigate. It's going to cost you $150,000 to defend, and you're going to lose. Or you can just pay us, I don't know what the number is, a discount, say $220,000 or whatever the number is, and just settle this right now. A lot of those insurance companies are just going to settle. Another reason they're going to be motivated is not just by saving money, but because in many instances, the insurance company actually paid for the claim, but they underpaid what they were legally supposed to.
For example, if they were supposed to pay $125, maybe they paid $85. That difference, that $40 difference, they owe us that money. What's more powerful is the fact that because Crown is representing so many other laboratories, for any given insurance company, there might be four other laboratories that the same insurance company underpaid, and those labs might be in four different states. So now when Crown goes to these insurance companies and says, "Okay, we're going after you. We're going to bring you to litigation in five different states," you know, and it's going to show that you underpaid in all five states, all five labs, it's not going to look like it's a mistake. It's going to show up as a pattern of fraudulent behavior, and it's possible there'll be treble damages awarded, which means triple.
So if they owe us $300,000, they'll have to pay us $900,000. So why would they do that, and why would they spend the money to defend when they know they're going to lose and instead just pay a discount upfront? And so Crown is highly optimistic that we are going to start collecting a lot of money very soon. All right? So that's Crown. It's a big deal. Crown, what we have published is that they are very confident that we are going to collect at least $50 million. We're not going to collect $50 million in three months. However, they've already been working. They've already been special counsel for about a month, so they've already approached the insurance companies.
So in the next couple of months, I can't tell you if that's six weeks, eight weeks, ten weeks, money is going to start to flow, and at some point it's going to be significant. At some point, I anticipate it's going to be a lot more than the entire market cap of the company, even today after the stock is out. Okay. Let's just jump over to our esophageal cancer test very quickly. Bottom line, esophageal cancer is one of the fastest growing cancers. It's also one of the most deadly. The reason it's one of the most deadly is it's diagnosed too late. The reason it's diagnosed too late is because the current science and technology for diagnosing esophageal cancer is incredibly inaccurate. We bring accuracy to an inaccurate diagnosis. The current standard of care is to get an endoscopy.
In an endoscopy, they remove approximately seven or eight tissue specimens from your esophagus and study them under a microscope. The problem is two pathologists study the same specimen under the same microscope. One will tell you you have esophageal cancer. One will tell you that you don't, and by the time it becomes clear you have esophageal cancer, it's too late. Roughly 80% of people diagnosed with esophageal cancer will die of that deadly disease. We simply, with our test, we simply take one of those specimens, run it through our mass spec machine. We have IP, strongly patented. Two different law firms did our patent work to make sure we are completely covered with the eight proteins that are virtually always expressed when you're developing esophageal cancer, and so what happens is we take that specimen, we run it through a mass spec machine.
Based on how those proteins are being expressed, it tells you not only if you have esophageal cancer or don't, it tells you if you're at high risk or low risk. If you're at high risk, you go get a procedure called an ablation. Gastroenterologists would love it if they could just prescribe an ablation for all of their patients with GERD, gastroesophageal reflux disease. That's the beginning of esophageal cancer, and the problem is insurance companies don't want to reimburse. It's an expensive procedure, and if you have millions of people getting ablations, it would just be cost prohibitive. However, with our test, which tells you more precisely if you really are at high risk, the insurance companies would love to approve ablations just for those that are high risk. It saves the patient's life. It saves the insurance company's money.
On the other hand, if you're at low risk, less endoscopies will be performed, saving the insurance companies billions of dollars and at the same time giving the patient peace of mind. The other thing critically important to our test that only requires most of the time one specimen, once in a while two, but realistically requires one specimen. The only competing test out there. First of all, there's a test called [BYLUSID. If you test positive on your test, the next step is to go get an endoscopy. That would actually build our business. Think of it back in COVID testing days with getting the rapid test. If you test positive on the rapid test, then you go get the standard PCR, which takes a day or two as opposed to the rapid test. You get quick results.
It's because the PCR test is more accurate. Well, it's the same thing. We have a more accurate test. And so when you test positive on their test, you're then supposed to get an endoscopy, which is we are only testing people that are already getting endoscopies. So the beauty of our test also, it's critically important to healthcare providers and to the patient, is that it'd be convenient. Nothing's more convenient than our test because there's nothing additional the patient has to do. The patient's already going to get the endoscopy. This has enormous potential. There's 67 million endoscopies performed each year just in the United States alone. For people with Barrett's esophagus and are at higher risk, there's 7 million endoscopies. On those 7 million endoscopies, every single one of those endoscopies should include our test. And hopefully one day it does.
Based on what we get reimbursed, it's easily the potential target market, $7 billion-$14 billion. There's one other test out there. I'm not going to go into it. The problem with their test, it requires sometimes up to 10, 12 specimens or more. So sometimes may even require two endoscopies. And they don't have our proteins. They don't have our IP on our proteins. So if anything, that's a company that might want to partner with us. And we may already be in discussion. So that's for another day. So in any event, it has enormous potential. Again, you can go through all the slides yourself. That's all on BE-Smart. Nebula Genomics, I'm not going to go into a whole lot. We have one of the world-class professors on our board that founded the business.
We have one of the best reporting systems in the world for providing information about your genetic makeup and diseases you may be predisposed to based on your genetic makeup. It's a really exciting business. Our database is one of the largest in the world. It's the equivalent of, I think it's over 150 million ancestry tests. The reason is an ancestry test studies less than 1% of your DNA. Think of DNA as a big strand. They study very little bit. That's all you need if you want accurate ancestry information. But if you want in-depth health-related information, it only makes logical sense you want to study the whole DNA. That's what we do. It's called whole genome sequencing, so this is a fantastic business. It's been restructured.
We have a new model where we've found that instead of selling a lifetime subscription, we found that the conversion rates of new consumers will pay the exact same amount for a one-year subscription. In fact, we may find that they'll pay the same amount for a six-month subscription. So then what happens? They love the reporting so much. They renew. When they renew, that's profitable cash flow for the company. You know, the cost to keep them as a consumer and keep their database is pennies on the dollar. And so the profitability on a pro forma basis for Nebula looks very, very nice. And so once we have a little more cash flow and we build up the marketing, Nebula can be an incredibly valuable business. Just the database by itself is, I believe, worth more than the entire market cap of our company.
We could not sell the database by itself for political and legal reasons. You can't sell people's data, but that's not to say that someone couldn't come in and buy all of Nebula Genomics. So that's a little bit about our various subsidiaries. I could go into more. These are the investment highlights. I'd rather get to questions. I'm sure people have more questions about the LOI. A couple of other things I do want to mention. For NASDAQ compliance, we have the 1-for-10 reverse split coming up on Monday. Understand, NASDAQ looks at more than just the stock price. On every other issue that NASDAQ looks at, we meet or exceed. We have no other issues. So there are other companies that come into question, but it's not just because of stock price. It's because of their shareholders' equity, or it's because they've done multiple reverse splits.
We've never done a reverse split before. All right, or they don't have a business model that makes sense that they'll be more valuable in the future. Believe it or not, NASDAQ does take into consideration things like the Crown Medical and potentially tens of millions of dollars coming into the company, the LOI that would bring enormous value to the company. Things of that nature also play a role that only further helps our case, so I feel very good about NASDAQ and the reverse stock split. I'm just looking at some other notes here off to the side, make sure I covered everything that I wanted to. Again, I plan on giving an update on the Crown Medical initiative in the near future, so you can look forward to that, and look, at the end of the day, we have several paths to potential success.
One is to do the merger. Another is for the Crown Medical, significant dollars to come in, develop the BE-Smart esophageal cancer test and Nebula Genomics on our own. Another is to sell Nebula Genomics. Another is to potentially partner our esophageal cancer test. Instead of us building out our own sales force, which I have no intention of doing, which would cost a lot of money, I plan on developing it, proving its commercialization value, and then partnering it. We could get an enormous amount of money upfront for partnering plus a royalty. The royalty could be with a bigger company. The royalty could be as much as what we would generate on our own, keeping it ourselves. So again, literally, as you work out the numbers, there's multi-billion-dollar potential. It currently has no value in our company whatsoever.
And with that, Nadine, I hit it right on the spot at 10:25 AM. That's when I like to turn it over to the Q&A. So Nadine, I'll hand it off to you, please.
Thank you, Ted. As you mentioned, we'll now move on to the Q&A. Your first question for today is, what attracted ABL to Prophase? How did the conversation even start between the two parties?
Sure. So interestingly, there is an investment banker that met me a year ago, was very interested in our company, has been following it ever since. He also follows ABL for quite some time. He thought it would be a great fit. He introduced the two companies, and we just hit it off. It just made so many sense. It just made so much sense for so many reasons. There are just so many synergies between the two companies. European biotech company with a U.S. biotech company. They don't have a lot of presence in the United States. We don't have any presence in Europe. So it makes sense from that point of view. They would also obviously like to be a NASDAQ-listed company. They bring a substantial market value, which we don't currently have. So that creates value for our shareholders.
And because they recognize the underlying value of our BE-Smart esophageal cancer test and our Nebula Genomics business, they basically get them merged in. And since they're going to control the majority of the shares, their shareholders get the benefit of two very, very valuable assets. By the same token, because they're so undervalued by our shareholders currently in our stock price, there'll be tremendous upside from where we are now if we go ahead with the merger. So it really becomes a win-win. That's just from a valuation perspective. But then the other perspective is in terms of the synergies. It was very important to them that our management team stay on and work with them. I am going to go on the board of directors. We're going to work very closely. We've gotten along very well with their management team. We've had several meetings just discussing that.
And we're looking forward to next steps. So there are just a lot of reasons to do this deal.
Excellent, Ted. Well, that offers a strong overview. So thank you. Your next question is, are there any breakup costs, expense reimbursements, or penalties applied if the transaction is abandoned?
No, we both wanted to make sure that nobody is injured. We're going in with our eyes wide open. We both really want to do this deal. We're going to work towards that. But there are no guarantees on either side. And we discussed that as well. And so we didn't want to be in a situation where either company had some significant costs. We bear our own costs. And we thought that was the cleanest way to do it so we could keep this moving forward and not get bogged down with attorneys at this stage.
Thank you, Ted. Your next question asks, will the timing of the reverse split allow for bid compliance to be satisfied, or will we need to make a brief foray to the OTC?
That's a great question. So NASDAQ, the way they work, it's sort of a gray area. When we go to do our reverse stock split on Monday, we won't have been trading above $1 for 10 trading days, but we're allowed to immediately appeal when they give us notice that we're deficient. And so the way it worked prior to this year, they would pretty much automatically wait for the appeal to be done. Now what they do is they look at other variables. And I touched on this earlier in the call. They see if you're deficient in other areas. They see if you've done reverse stock splits before. They look at all of these other features that simply don't apply to us. None of them apply to us. We have been compliant in every feature forever. We've never done a reverse stock split before.
We've never traded below a dollar before this past year, et cetera, et cetera, et cetera. So we're in great shape with NASDAQ. And so it is our belief that when we go for the appeal, NASDAQ will give us the appeal. And we will continue trading on NASDAQ. It's not a guarantee, but I'd be very surprised if we don't. If we don't, it could be a short time, but then we would go right back to NASDAQ anyway. So I don't see that as a big deal, but by the same token, I don't see it as an issue. But of course, NASDAQ can do whatever they want to. I just know, and I've done a lot of reading on this, NASDAQ looks at a lot more than just the stock price. And given all these other positive attributes and features, we've never been deficient.
Combined with the fact that we're now talking about a potential merger that would bring enormous value to our shareholders. We're talking about Crown Medical kicking into gear, which would bring enormous value to our shareholders, plus the other subsidiaries that I covered. So we're in good shape.
Thanks for the detailed response.
That's an excellent question.
Great. Thanks for the detailed response, Ted. Your next question that a viewer asked today is, is ABL mostly interested in the DNA division?
They're actually interested in all of it. That's what makes this deal so interesting. So they're really into genomics. They're really into diagnostic testing. I mean, it's such a perfect fit with both of our businesses, with our Nebula Genomics business, as well as our esophageal cancer diagnostic test. So both businesses are right up their alley. And the fact that we're NASDAQ and the fact that we have the U.S. presence that they don't have. So it's really all four factors. And the fact that we are at a low enough valuation that they can bring significant upward value to our shareholders in doing the deal, while at the same time, they get a great value and a great bargain on doing the deal. So it really is a win-win.
We get the Crown Medical carved out for our current shareholders, which literally could be huge relative to our current stock price.
Well, that's an informative response. Thank you, Ted. Up next, a question from the chat asks, the press release mentions a carve-out for current shareholders. How is this handled for short sellers?
Boy, that's a great question. I really don't want to talk about shorts, and I really don't care about shorts. I care about building the underlying value of the company. And if I continue to do that, our stock price will take care of itself. And I believe that is a problem for shorts. I don't know how shorts deliver something that they don't own. But that's a problem for them that they have to address. It's an excellent question. I don't think I really want to touch on it any more than that. But what I can make clear for our current shareholders, if we go through with this deal, there will be a carve-out of the Crown Medical collections. And by the time we do this deal, there could be a lot of visibility on those collections.
In addition to that, we're going to get a block of money for current shareholders up to $10 million, which would handle a lot of the debt that would stay with the current shareholders. So it really would be a very nice situation for the current shareholders. But what happens with the shorts, that's for them to figure out with their brokers.
Thanks for shedding light on that, Ted. Up next, a viewer is also asking: there has been a 25% increase in shares outstanding from the last quoted number in the conference call and the 8,000 describing the reverse split. Is this due to debt conversion? And if so, what confidence should investors have that the debt will be repaid before heavy dilution kicks in?
Sure. So look, the bottom line is I have an excellent relationship with the convertible debt holders. They're as interested as I am in keeping NASDAQ compliance. That's number one. Number two, the reason they did the deal in the first place, they truly believe in the upside value of our company. They make a lot more money if they convert when the price is higher than when it's lower. When the price is lower, they make a penny or two. If the price is significantly higher, they will make a lot more money. Given the positive outlook, there's no reason for them to be aggressive. At the same time, if they get aggressive with our Crown Medical kicking in soon, we can just buy out their debt and take them out. So I don't see that as a huge problem. I do have an excellent relationship with them.
That's a part of the shares that did come out. All right. And I really don't want to comment further on that. I will also tell you that we have shares that were put up as collateral for loans. And what's interesting about that is that shows up in our shares outstanding. What people don't realize, these are low interest rate loans. And it's not a lot of money. It's a lot of shares, not a lot of money. That's why we get these low interest rate loans. It's a great way to finance the company at the current time. When we pay back those loans, when the Crown Medical starts to come in and we pay back those loans, we get to take back all of those shares. It's a significant number of shares. It will actually reduce the number of shares outstanding significantly.
The other thing I would say is that when the Crown Medical starts to kick in, when the cash flow starts to kick in, if we have a low-priced stock like this and the liquidating value or underlying, I mean, we can have a liquidating value of just our cash that's significantly greater than the whole current market of the company. If that happens, it would be a no-brainer to buy back stock and just retire all the shares, all the dilution. Nothing would make me happier than all the dilution that we suffered over the last year together if I could buy back all of those shares, and believe it or not, there could come a time where we would actually be able to do that, so I'm getting a little ahead of myself, but what I can point out is historically, I've done this before.
I was actually in the same situation with our company back in the day when it was a $0.65 stock price, and I sold the Cold-EEZE brand. I did stock buybacks. I paid out cash dividends at $2.40 off of a stock that had been $0.65, and I bought back stock because the liquidating value of the cash was actually greater than the shares. It didn't mean I was liquidating the company. This is not a liquidation, our company, at all by any means. This is a restructuring and transition to what should be a very fruitful 2026. I'm sorry we went through 2025. It's really frustrating. It's the most frustrating year of my life in 40 years of success, but by the same token, in 2026, I don't see any reason why I'm not going to be just as successful as the other years.
So I hope that answers the question. It's an excellent question. Thank you.
Thanks, Ted, for outlining that. Another question from a viewer is asking, how much of the company's valuation is now tied to litigation outcomes versus operating businesses?
That's up to shareholders to decide what their value and why they're valuing. I can only tell you I plan on giving an update to shareholders soon regarding Crown Medical. I think our Crown Medical is real. I think the amount of money we collect is real. We're not going to collect $50 million in three months, but money is going to start to flow in. I am highly confident, and I talk to the CEO and Founder of Crown Medical all the time. I get updates all the time, and he's really enthusiastic. This is critically important to understand. Crown Medical is basically founded with dozens of attorneys. They are working for us entirely on contingency. We are not paying them a single penny. They worked all year on our company to get to this point. I mean, do you know how many?
I mean, they probably invested, I don't know, millions of dollars in legal fees that they have absorbed with their attorneys, looking forward to when they're collecting. They wouldn't do that if they didn't strongly believe that they were going to collect. That's number one. Number two, they have been successful with other labs, other clients, with the exact same strategy. And number three, it just makes so much sense that these insurance companies are going to want to settle. Now, we may have an insurance company that owes us $4 million or $5 million. They might drag this out for 12 months. They might say, you know, it's worth a couple of hundred thousand dollars to drag this out, fight it out, maybe get a better discount a year from now, see how things go.
But for the smaller claims, it does not make logical sense, especially when Crown is representing four or five labs going after the same insurance company, and it would be five separate lawsuits in five separate states, and you come to one lump sum settlement. The other thing I'll tell you is that Crown heavily scrutinized our data for several months. They had a sophisticated IT team that literally scrutinized every single claim. I'm talking like a couple of million claims that they heavily scrutinized. They also commented on the fact that we had the most sophisticated software. We had the cleanest data of virtually any lab that they're representing. And they started with over $150 million worth of claims, and they whittled it down to what they were very confident that they could collect. And I'm going to update our shareholders on those numbers probably next week.
It's all good news. Next question, please.
Great. Thank you, Ted. Another question from the viewer is asking, you mentioned a $10 million special dividend and carving off Crown in the LOI. How would you fund a $10 million special dividend? And when you reference carving off Crown, does that mean 100% of Crown's funds to be specifically reserved for current ProPhase shareholders and not redirected to the new company?
Yes. So that's a two-part question. I'll answer both parts. So yes, all of Crown, all the collections from Crown would be carved out for current shareholders. I anticipate the amount of money that we collect from Crown will be significantly greater than the entire current market cap of our company. To me, it's a no-brainer. All right? I'm sorry. People told me, don't come across as too optimistic. Don't come across as promotional. I am not being optimistic or promotional. I'm simply being realistic. But the realistic version of what I'm saying, which is accurate, is that it's incredibly valuable, the underlying value of our company and the Crown Medical receivables. We really did do that testing. We really did not get paid for it. It really was guaranteed by the government. Now, having said that, that's the second part of the question.
The first part of the question regarding the $10 million, the beauty of this is the investment banker putting this all together also is lining up a large block of money, some of it equity, some of it debt that will come in with the merger. What we've agreed to is that up to $10 million of what they raise will go to the current shareholders, so this makes a situation where what's being dividended out or carved out for the shareholders would be the Crown Medical, and it would be $10 million and some of the debt in the company. Some of the debt would stay in the merged entity. Some of it would go with the current shareholders, so that $10 million would put the current shareholders in a great financial position while the Crown Medical starts to get collected.
And again, by the time we would close this deal, I would anticipate that some of the Crown money is already going to start to flow. And by the way, just to be clear about that, I should say the settlements will be happening. I think settlements are going to be happening soon. But the money initially goes into the bankruptcy court, and then the trustee releases it. So everything takes time. But the idea is that money ultimately will flow to the company.
Thanks, Ted. Another question from a viewer is asking, "Your LOI mentions a value of up to approximately $30 million. My concern is the term up to. How will this be calculated?"
Yeah. So we were talking about 30. Well, because there's several moving pieces here. There's the ratio of ABL shareholders to ProPhase Labs shareholders. And then there's also the capital being raised. So that's why we haven't worked out all the definitive numbers, but that's the goal, is that type of a number. So when you put ABL and ProPhase together, what are those values together? And then you raise capital. And so these are approximate numbers.
Perfect. Thank you, Ted. Another question from a viewer is, if you do not sustain your NASDAQ listing, wouldn't that potentially risk your LOI with ABL? That seems to be a significant benefit for ABL to do the deal.
Sure. I believe we are going to maintain our NASDAQ listing, and as I stated earlier, if for some reason during the appeal process, we step down for a little, we would come right back up because we're not deficient in any category other than stock price, and I don't see any reason for a stock price after the reverse split not to stay above $1, so to be honest with you, I just really don't see it as an issue. Plus, ABL really wants to merge with us, so as long as in the next two or three months when we actually go to do the merger, as long as we're back on NASDAQ by the time we do the merger, we would move forward with the merger anyway. It wouldn't impact it.
Thanks for the clarification, Ted. So we're actually coming up to your last couple of questions for today. The first one of that would be, what will the post-merger board composition look like?
Sure. So that hasn't been fully defined, but I would go on to the board. Beyond me, that would be determined in later negotiations.
Thank you, Ted. And your last question for today is, what's the upside of your stock considering the $5 million market cap as of yesterday's close, the $10 million dividend and all your assets?
Obviously, it's significant. I don't want to be promotional. I think I've covered all our assets in a realistic perspective, and I think if you watch this entire presentation, you can draw your own conclusions. I'm obviously very bullish on the outlook for the company, not just stock price, but in terms of bringing out the underlying value of the company, which is what I'm really focused on, and so we have multiple ways of realizing that value. One is doing the merger. Another is collecting on Crown, executing on the Crown collections, which I believe that we're going to do. Another is developing Nebula Genomics, which on a pro forma basis, we believe it's now profitable and could be very profitable. There's significant upside growth to that with a little bit of capital for marketing.
And so between the merger, Crown Medical, commercializing BE-Smart, potentially partnering BE-Smart, building Nebula Genomics, it's a lot. And so as I said at the outset, 2026 should be a very positive year for us.
It sounds like you have your hands full, Ted. Thank you so much for answering our viewers' questions today and for taking the time to present. Of course, thank you to everyone who submitted their questions. If you did not get a chance to submit your question, you can absolutely reach out to the appropriate account manager here at Renmark. That concludes our presentation for today. Before we go, I will turn it back to Ted.
Sure. So I just want to thank everybody for joining today. Look, there are no guarantees. No company can guarantee what hasn't happened yet. But the key to understand is this is a, you can call it a restructuring. You can call it a transition. Call it whatever you want. We have a very bright future. The reason we have such a bright future is because we built an enormous amount of underlying value. When you have an enormous amount of underlying value in a company, it gives you opportunities to take advantage of that. And that's really what we're doing. It's really what I'm best at and what I've done for 40 years is bringing out value in undervalued companies. And so I'm doing it in our company with ProPhase Labs. I'm doing that right now. So I'm looking forward to 2026. I thank you all for joining today.
I am looking forward to giving you additional updates in the very near future. And thank you for your interest in our company and for spending the hour with us. And thank you, Renmark. I love this format for doing the presentations. And Nadine, thank you for joining us on such short notice. Everybody have a great day.
Thank you, Ted. And thanks for the kind words. Thank you to everyone in Atlanta and surrounding areas for joining us today. Once again, this was ProPhase Labs trading on the NASDAQ under the ticker symbol PRPH. The playback for this virtual non-deal roadshow will be available on our website 24 - 48 hours after this presentation under the VNDR library tab. Stay tuned for other presentations in your area and see you next time.