UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 29, 2025, ProPhase Labs, Inc. (the “Company”) received a letter from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company did not regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.
As previously disclosed, the Company was provided an initial 180-day compliance period, followed by an additional 180-day compliance period, to regain compliance with the minimum bid price requirement, which expired on December 22, 2025.
Nasdaq indicated that trading of the Company’s common stock will be suspended at the opening of business on January 5, 2026, and that Nasdaq will file a Form 25 with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
The Company intends to timely request a hearing before the Nasdaq Hearings Panel to appeal the staff determination.
In connection with the suspension of trading on Nasdaq, the Company is currently applying for quotation of its common stock on the OTC Markets.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Nasdaq Staff Determination Letter dated December 29, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ProPhase Labs, Inc. | ||
| By: | /s/ Ted Karkus | |
| Ted Karkus | ||
| Chairman of the Board and Chief Executive Officer | ||
| Date: Friday, January 2, 2026 | ||