Management Change/Compensation Form 8 K

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.