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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 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 5.07 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.

 

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   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 

 

Proposal 2. 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 Karkus
    Chairman of the Board and Chief Executive Officer

 

Date: June 21, 2024