August 6, 2025

Ted Karkus
Chief Executive Officer
ProPhase Labs, Inc.
626 RXR Plaza, 6th Floor
Uniondale, NY 11556

       Re: ProPhase Labs, Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed July 28, 2025
           File No. 000-21617
Dear Ted Karkus:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Proposal 5 - Issuance of Shares of Common Stock in Non-Public Offerings (Nasdaq
Rule
5635(d) Proposal), page 37

1.     Where appropriate, please revise your disclosure to clearly explain the
terms of
       transaction described here, including how many shares will be issuable
if the senior
       secured convertible notes are converted and the accompanying warrants
are exercised
       and explain why you are seeking approval for the issuance of 226,310,704
shares of
       common stock. Additionally, please clarify whether the "additional $3
million in
       future investment" that is "allow[ed]" pursuant to the agreement at
issue would have
       the same terms as the initial $3 million the company raised from
investors.
2.     We note your disclosure on page 39 that, "[i]f approved, the Company may
issue, in
       one or more private offerings, shares of common stock and/or securities
convertible
       into or exercisable for common stock, in an aggregate amount that may
exceed 20%
       of the common stock outstanding as of each issuance." Please provide us
with support
       for your position that you may obtain shareholder approval in compliance
with
       Nasdaq Listing Rule 5635(d) for the issuance of shares of common stock
in excess of
 August 6, 2025
Page 2

       20% of the common stock outstanding "as of each issuance" in "one or
more private
       offerings[.]" Alternatively, please revise this disclosure to clarify
that Nasdaq Listing
       Rule 5635(d) requires separate shareholder approval for each issuance of
shares of
       common stock that exceeds 20% of the common stock outstanding and that
if the
       proposal is approved, the company may issue the shares of common stock
in excess of
       20% of the common stock outstanding only as it relates to an offering
that has been
       completed.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Please contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at
202-551-3635
with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Life
Sciences
cc:   Julie Kamps, Esq.