Item 1.01. Entry into a Material Definitive Agreement.

On January 14, 2021, ProPhase Labs, Inc. (the "Company") entered into an Amendment and Termination Agreement (the "Agreement") with Predictive Laboratories, Inc. ("Predictive"), pursuant to which the parties amended that certain Amended and Restated Promissory Note and Security Agreement by and between the parties, dated September 25, 2020. Pursuant to the terms of the Agreement, the Company has loaned an additional $1 million to Predictive in consideration for Predictive's agreement to cancel its existing consulting agreement with the Company, dated September 25, 2020 (the "Consulting Agreement"), and terminate the Company's obligation to pay Predictive additional consulting fees beyond the $250,000 already earned by Predictive under the Consulting Agreement. As a result, the initial principal amount due under the Note was increased from $3 million to $3.75 million plus all accrued and unpaid interest arising under the Note through and including January 14, 2021.

The Note, as amended, provides for certain prepayments on test fees collected by Predictive to be paid by Predictive to the Company until the Note is repaid in full. In addition, on each payment date commencing on or after September 1, 2021, in addition to the test fee prepayments, Predictive will also make payments in an amount equal to the greater of (x) the test fee, or (y) 1/36th of the then outstanding principal amount of the Note, together with interest thereon and interest accruing on the Note, in accordance with the terms of the Note.

The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which are filed herewith as Exhibits 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

10.1 Amendment and Termination Agreement, dated and effective as of January 14,


     2021

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/ Monica Brady
      Monica Brady
      Chief Financial Officer

Date: January 15, 2021

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