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): May 20, 2021

 

PROPHASE LABS, INC.

(Exact name of Company as specified in its charter)

 

Delaware

 

000-21617 

 

23-2577138

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

711 Stewart Avenue, Suite 200

Garden City, New York

  11530
(Address of principal executive offices)   (Zip 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Approval of Amended and Restated 2010 Equity Compensation Plan and Amended and Restated 2010 Director’ Equity Compensation Plan

 

On May 20, 2021, the stockholders of ProPhase Labs, Inc. (the “Company”) approved the Amended and Restated 2010 Equity Compensation Plan (the “Amended 2010 Plan”) and the Amended and Restated 2010 Directors’ Equity Compensation Plan (the “Amended 2010 Directors’ Plan”) at the 2021 Annual Meeting of Stockholders of the Company (the “2021 Annual Meeting”). The Amended 2010 Plan and the Amended 2010 Directors’ Plan had each been previously approved by the board of directors of the Company on April 7, 2021, subject to stockholder approval at the 2021 Annual Meeting.

 

The Amended 2010 Plan provides for an increase in the number of shares reserved for issuance under the plan by 1,000,000 shares, from 3,900,000 shares to 4,900,000 shares.

 

The Amended 2010 Directors’ Plan provides for an increase in the number of shares reserved for issuance under the plan by 100,000 shares, from 675,000 shares to 775,000 shares.

 

The foregoing description of the Amended 2010 Plan and Amended 2010 Directors’ Plan is qualified in its entirety by reference to the full text of the Amended 2010 Plan and Amended 2010 Directors’ Plan, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and the terms of which are incorporated by reference in this Item 5.02.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The final voting results of the matters voted on at the 2021 Annual Meeting are provided below.

 

Proposal 1. 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   7,741,963    179,370    2,349,256 
Jason Barr   7,338,816    582,517    2,349,256 
Louis Gleckel, MD   7,549,457    371,876    2,349,256 
Warren Hirsch   7,744,545    176,788    2,349,256 

 

Proposal 2. Ratification of the Appointment of Independent Auditors

 

The ratification of the appointment by the Audit Committee of the board of directors of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved by the following vote:

 

For   Against   Abstain   Broker Non-
Votes
10,148,354   53,735   68,500   0

 

Proposal 3. Approval of the Amended and Restated 2010 Equity Compensation Plan

 

The Amended 2010 Plan was approved by the following vote:

 

For   Against   Abstain   Broker Non-
Votes
7,588,657   319,101   13,575   2,349,256

 

 
 

 

Proposal 4. Approval of the Amended and Restated 2010 Directors’ Equity Compensation Plan

 

The Amended Directors’ 2010 Plan was approved by the following vote:

 

For   Against   Abstain   Broker Non-
Votes
7,133,404   777,376   10,553   2,349,256

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   Amended and Restated 2010 Equity Compensation Plan
     
10.2   Amended and Restated 2010 Directors’ Equity Compensation Plan

 

 
 

 

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: May 21, 2021