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2025-06-26
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 26,
2025
PROPHASE
LABS, INC.
(Exact
name of Company as specified in its charter)
| Delaware |
|
000-21617 |
|
23-2577138 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
626
RXR Plaza,
6th
Floor
Uniondale,
New York |
|
11556 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (215)
345-0919
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any
of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
Registered Pursuant to Section 12(b) of the Exchange Act:
| Title
of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
| Common
Stock, par value $0.0005 |
|
PRPH |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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.
As
previously reported, on December 26, 2024, ProPhase Labs, Inc. (the “Company”) received a letter (the “Notice”)
from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”)
informing the Company that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30
consecutive trading days, the Company is not in compliance with the minimum bid price requirement for continued listing on the Nasdaq
Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days from December 26, 2024, or until June
24, 2025, to regain compliance with the Minimum Bid Price Requirement. The Nasdaq stated that one of the bases for its determination to grant
the extension was the Company being in compliance with all other applicable requirements for initial listing on the Capital Market with
the exception of the Minimum Bid Price Requirement.
On
May 19, 2025, the Company submitted a request to the Nasdaq for a 180-day extension to regain compliance with the Minimum Bid Price Requirement
pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii). On June 25, 2025, the Company received a letter from the Nasdaq staff advising that
the Company had been granted a 180-day extension to December 22, 2025 to regain compliance with the Minimum Bid Price Requirement, in
accordance with Nasdaq Listing Rule 5810(c)(3)(A).
The
Company intends to continue actively monitoring the closing bid price for the Company’s common stock between now and December 22,
2025, and will consider available options to resolve the deficiency to regain compliance with the Minimum Bid Price Requirement. To regain
compliance, the Company’s Class A ordinary shares must have a closing bid price of at least US$1.00 per share for a minimum of
10 consecutive business days and the Company must receive approval of compliance from the Nasdaq Staff in accordance with applicable
Listing Rules.
In
the event that compliance cannot be demonstrated by December 22, 2025, the staff of the Nasdaq will provide the Company with written
notification that the Company’s securities will be subject to delisting. The Company would then be entitled to request in writing
that a Nasdaq Hearings Panel review the matter pursuant to Nasdaq Listing Rule 5815. However, under Nasdaq Listing Rule 5815(a)(1)(B)(ii)(d),
a timely request for a hearing will not stay the suspension of the securities from trading for a Company afforded the second 180-day
compliance period described in Rule 5810(c)(3)(A)(ii) that failed to regain compliance with the minimum bid price requirement during
that period.
The
Company is diligently working to evidence compliance with the Minimum Bid Price Requirement for continued listing on the Nasdaq; however,
there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement during this 180-day
extension period. If the Company fails to regain compliance with the Nasdaq continued listing standards, its common stock will be subject
to delisting from the Nasdaq.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K other
than statements of historical fact are forward-looking statements. Such forward-looking statements include, among other things, statements
regarding the Company’s ability to regain compliance with Nasdaq listing standards or receive additional time from Nasdaq to regain
compliance if necessary. Such statements can be identified by the fact that they do not relate strictly to historical or current facts.
Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,”
“goal,” “potential” and the negative of such terms or other similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are
based on the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual
results could differ materially from those projected in any forward-looking statements due to numerous risks and uncertainties. Information
regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents that the Company
files from time to time with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this
Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item
7.01 Regulation FD Disclosure.
On
June 26, 2025, the Company issued a press release relating to the Company’s obtaining an additional 180-calendar day period to
regain compliance with the Minimum Bid Price Requirement. A copy of the press release is being furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The
information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company 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:
June 26, 2025
