Current Report Filing (8-k)
September 11 2020 - 4:15PM
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): September 10, 2020
PROPHASE
LABS, INC.
(Exact
name of Company 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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Company’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):
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[ ]
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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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Securities
Registered Pursuant to Section 12(b) of the Exchange Act:
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
8.01 Other Events.
On
September 10, 2020, the board of directors (the “Board”) of ProPhase Labs, Inc. (the “Company”) authorized
and approved certain changes to the Company’s non-employee director compensation program, as described below (the “New
Director Compensation Program”), in order to better align directors’ interests with those of the Company’s stockholders.
Effective
July 1, 2020, for the period of each calendar year beginning July 1 and ending June 30 of the following calendar year (each, a
“Director Compensation Year”), the Company’s non-employee directors will be entitled to receive, at their election
(with such elections to be made no later than the June 15 preceding each Director Compensation Year), either: (i) a $30,000 annual
cash service retainer (to be paid in quarterly installments during the applicable Director Compensation Year beginning September
30 of such Director Compensation Year) plus stock options to purchase 50,000 shares of the Company’s common stock, or (B)
zero cash compensation and stock options to purchase 100,000 shares of the Company’s common stock. Stock options granted
under the New Director Compensation Program will be granted under the Company’s 2010 Directors’ Equity Compensation
Plan (the “Directors’ Plan”) with an exercise price equal to the Fair Market Value (as such term is defined
in the Directors’ Plan) of the Company’s common stock on the date of grant, which will be July 1 of each such Director
Compensation Year (other than with respect to the current Director Compensation Year (July 1, 2020 through June 30, 2021)), as
described below).
In
accordance with their respective elections for the current Director Compensation Year, Messrs. Barr and Hirsch were granted a
stock option to purchase 50,000 shares of the Company’s common stock and Dr. Gleckel was granted a stock option to purchase
100,000 shares of the Company’s common stock, effective September 10, 2020 (the “Grant Date”), each with an
exercise price equal to $2.83, the Fair Market Value of the Company’s common stock on the Grant Date, and expiring seven
years from the Grant Date.
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/
Monica Brady
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Monica
Brady
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Chief
Financial Officer
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Date:
September 11, 2020
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