ProPhase Labs Faces Nasdaq Delisting Threat Again

TL;DR

Nasdaq's giving ProPhase another shot to fix its stock price or get booted by March 2025.

AI Summary

ProPhase Labs, Inc. announced on September 20, 2024, that it received a notice from Nasdaq indicating a failure to meet the minimum bid price requirement for continued listing. The company has 180 days, until March 19, 2025, to regain compliance. This notice follows a previous non-compliance notification from Nasdaq on March 21, 2024, regarding the same issue.

Why It Matters

Failure to regain compliance with Nasdaq's minimum bid price rule could lead to the delisting of ProPhase Labs' stock, significantly impacting its liquidity and investor confidence.

Risk Assessment

Risk Level: high — The company has received a second notice for failing to meet the minimum bid price requirement, increasing the risk of delisting from Nasdaq.

Key Numbers

• 180 days — Compliance Period (Time ProPhase Labs has to meet Nasdaq's minimum bid price requirement.)

Key Players & Entities

• ProPhase Labs, Inc. (company) — Registrant
• Nasdaq (company) — Stock Exchange
• March 19, 2025 (date) — Deadline to regain compliance
• March 21, 2024 (date) — Previous non-compliance notification date

FAQ

Key Financial Figures

• $0.0005 — ch Registered Common Stock, par value $0.0005 PRPH Nasdaq Capital Market Indic

Filing Documents

• form8-k.htm (8-K) — 38KB
• 0001493152-24-038339.txt ( ) — 211KB
• prph-20240920.xsd (EX-101.SCH) — 3KB
• prph-20240920_lab.xml (EX-101.LAB) — 33KB
• prph-20240920_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): September 20, 2024 PROPHASE LABS, INC. (Exact name of registrant 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.) 711 Stewart Avenue , Suite 200 Garden 11530 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 345-0919 Not Applicable (Former name or former address, if changed since last report) 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. On September 23, 2024, ProPhase Labs, Inc., a Delaware corporation (the "Company"), notified the Nasdaq Stock Market LLC ("Nasdaq") that the Company is not in compliance with the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A) solely due to a vacancy on the audit committee (the "Audit Committee") of the Company's Board of Directors (the "Board") resulting from Eleanor McBrier's resignation from the Board as disclosed in Item 5.02 of this Current Report on Form 8-K. On September 26, 2024, the Company received a notice from Nasdaq indicating that the Company no longer complies with the audit committee requirements as set forth in Nasdaq Listing Rule 5605 and confirming the Company's opportunity to regain compliance within the cure period provided in Nasdaq Listing Rule 5605(c)(4), which is the earlier of the Company's next annual meeting of stockholders or September 20, 2025, or if the next annual stockholders' meeting is held before March 19, 2025, then the Company must evidence compliance no later than March 19, 2025. The Company is evaluating the membership of the Audit Committee and intends to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) prior to the expiration of the applicable cure period described above. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On September 20, 2024, Eleanor McBrier notified the Board of her intention to resign as director of the Company, effective immediately. Ms. McBrier's resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company but because of a conflict with the policies of her existing employer. The Company expresses its gratitude to Ms. McBrier for her service and contributions during her time on the Board. In connection with Ms. McBrier's resignation, the Company is initiating a search for her replacement, with a focus on director candidates in the gastroenterology field and related sciences to assist the Company in the development of its BE-Smart esophageal cancer test. Cautionary Note Regarding 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 plans to regain compliance with the Nasdaq Listing Rules and initiate a search for a replacement director. Such statements can be identified by the fact that

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View this 8-K filing on SEC EDGAR