8-K
ProPhase Labs, Inc. (PRPH)
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 20, 2024
PROPHASE
LABS, INC.
(Exact name of Company as specified in its charter)
| Delaware | 000-21617 | 23-2577138 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 711 Stewart Avenue, Suite 200 | ||
| --- | --- | |
| Garden City, New York | 11530 | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of Each Class | Trading<br> Symbol | Name<br> of Each Exchange on Which Registered |
|---|---|---|
| Common<br> Stock, par value $0.0005 | PRPH | Nasdaq<br> 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. ☐
Item5.07 Submission of Matters to a Vote of Security Holders.
The final voting results of the matters voted on at the 2024 Annual Meeting of Stockholders of ProPhase Labs, Inc. (the “Company”) are provided below.
Proposal1. Election of Directors
Each of the nominees for election to the board of directors was elected to hold office for a one-year term and until their respective successors are elected and qualified by the following votes:
| Name | For | Withheld | Broker Non- Votes | |||
|---|---|---|---|---|---|---|
| Ted Karkus | 13,777,271 | 149,634 | 3,397,472 | |||
| Eleanor McBrier | 13,035,907 | 890,998 | 3,397,472 | |||
| Louis Gleckel, MD | 12,973,504 | 953,401 | 3,397,472 | |||
| Warren Hirsch | 13,045,528 | 881,377 | 3,397,472 |
Proposal2. Ratification of the Appointment of Independent Auditors
The ratification of the appointment by the Company’s board of directors of Morison Cogen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved by the following vote:
| For | Against | Abstain | Broker Non- Votes | ||
|---|---|---|---|---|---|
| 17,298,184 | 21,782 | 4,411 | N/A |
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<br> Karkus | |
| Chairman<br> of the Board and Chief Executive Officer |
Date: June 21, 2024