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 19, 2022

PROPHASE LABS, INC.

(Exact name of Company as specified in its charter)

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):

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

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 2022 Equity Compensation Plan and 2022 Director’ Equity Compensation Plan

On May 19, 2022, the stockholders of ProPhase Labs, Inc. (the “Company”) approved the 2022 Equity Compensation Plan (the “2022 Equity Plan”) and the 2022 Directors’ Equity Compensation Plan (the “2022 Directors’ Plan”) at the 2022 Annual Meeting of Stockholders of the Company (the “2022 Annual Meeting”). The 2022 Equity Plan and the 2022 Directors’ Plan had each been previously approved by the board of directors of the Company on April 11, 2022 , subject to stockholder approval at the 2022 Annual Meeting.

The 2022 Equity Plan provides for an increase in the number of shares reserved for issuance under the Company’s Amended and Restated 2010 Equity Compensation Plan by 1,000,000 shares and provides for the adjustment of the per share exercise price of stock options granted under the 2022 Plan in the event of any change in the outstanding shares of common stock of the Company as a result of, among other things, any distribution or special dividend to stockholders of shares, cash or other property.

The foregoing description of the 2022 Equity Plan and 2022 Directors’ Plan is qualified in its entirety by reference to the full text of the 2022 Equity Plan and the 2022 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 2022 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:

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, 2022 was approved by the following vote:

Proposal 3. Approval of the 2022 Equity Compensation Plan

The 2022 Equity Plan was approved by the following vote:

Proposal 4. Approval of the 2022 Directors’ Equity Compensation Plan

The 2022 Directors’ Plan was approved by the following vote:

Proposal 5. Approval of the non-binding advisory Say-on-Pay

The non-binding advisory Say-on-Pay proposal was approved by the following vote:

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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.

Date: May 20, 2022