0000868278 false 0000868278 2022-05-19 2022-05-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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)

 

Delaware   000-21617   23-2577138

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

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 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:

 

Name  For   Withheld   Broker Non- Votes 
Ted Karkus   9,968,059    61,037    2,901,802 
Jason Barr   9,062,095    967,001    2,901,802 
Louis Gleckel, MD   9,324,525    704,571    2,901,802 
Warren Hirsch   9,967,984    61,112    2,901,802 

 

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:

 

For   Against   Abstain   Broker Non- Votes 
 12,853,122    9,395    68,381    0 

 

Proposal 3. Approval of the 2022 Equity Compensation Plan

 

The 2022 Equity Plan was approved by the following vote:

 

For   Against   Abstain   Broker Non- Votes 
 9,057,594    953,671    17,831    2,901,802 

 

 

 

 

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

 

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

 

For   Against   Abstain   Broker Non- Votes 
 8,981,873    1,033,102    14,121    2,901,802 

 

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:

 

For   Against   Abstain   Broker Non- Votes 
 9,946,368    71,894    10,834    2,901,802 

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   2022 Equity Compensation Plan
     
10.2   2022 Directors’ Equity Compensation Plan
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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 20, 2022