Current Report Filing (8-k)
November 20 2019 - 4:21PM
Edgar (US Regulatory)
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): November 20, 2019
PROPHASE
LABS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-21617
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23-2577138
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(State
or other
jurisdiction
of incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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621
N. Shady Retreat Road
Doylestown,
PA
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18901
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(Address
of principal executive offices)
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(Zip
Code)
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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 registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title
of Each Class
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Trading
Symbol
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Name
of Each Exchange on Which Registered
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Common
Stock, par value $0.0005
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PRPH
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Nasdaq
Capital Market
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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.
As
described below in Item 8.01 of this Current Report on Form 8-K, on November 20, 2019, the Board declared a special cash dividend
of $0.25 per share on the Company’s common stock, payable on December 12, 2019 to holders of record of the Company’s
common stock on December 3, 2019. On the same date, the Compensation Committee of the Board approved a proportionate adjustment
to the stock option granted to Mr. Karkus on February 23, 2018 (the “CEO Option”) as required under the Company’s
2018 Stock Incentive Plan (the “2018 Plan”) as a consequence of the special cash dividend.
The
2018 Plan provides for certain proportionate adjustments to be made to stock options granted under the 2018 Plan upon the occurrence
of certain events, including a special distribution (whether in the form of cash, shares, other securities, or other property).
Accordingly, the Compensation Committee has adjusted the terms of the CEO Option, such that the exercise price of the CEO Option
will be reduced from $1.75 per share to $1.50 per share, effective as of December 12, 2019, the date the special cash dividend
is to be paid and subject to such dividend payment being made.
Item
8.01 Other Events.
On
November 20, 2019, the Board declared a special cash dividend of $0.25 per share on the Company’s common stock, payable
on December 12, 2019 to holders of record of the Company’s common stock on December 3, 2019.
On
November 20, 2019, the Company issued a press release announcing the special cash dividend. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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.
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ProPhase
Labs, Inc.
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By:
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/s/
Ted Karkus
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Ted
Karkus
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Chairman
of the Board, Chief Executive Officer and Director
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Date:
November 20, 2019
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