ProPhase Labs Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders
On November 24, 2025, ProPhase Labs, Inc. (the Company) held a Special Meeting of Stockholders. As of the record date, 43,979,017 shares of common stock were outstanding and entitled to vote. A total of 29,829,274 shares were represented in person or by proxy, which satisfied the quorum requirements for the meeting under the Company’s bylaws.
Stockholders considered six proposals. Each proposal received the requisite approval based on the votes cast at the meeting. The voting results reflect strong participation and consistent levels of support across all matters presented. The certified results were as follows:
Proposal 1: Clarification that the Company May Acquire Digital Assets
For: 15,250,528
Against: 582,008
Abstain: 25,697
Broker non votes: 13,971,041
Proposal 2: Creation of a New Class of Digital Treasury Shares
For: 15,194,678
Against: 615,619
Abstain: 47,936
Broker non votes: 13,971,041
Proposal 3: Authorization of the Potential Issuance of Digital Tokens
For: 15,107,219
Against: 618,878
Abstain: 132,136
Broker non votes: 13,971,041
Proposal 4: Authority to Effect One or More Reverse or Forward Stock Splits
For: 27,961,611
Against: 1,791,298
Abstain: 76,365
Proposal 5: Conditional Amendment to Increase Authorized Common Stock
For: 26,259,925
Against: 3,207,117
Abstain: 362,232
Proposal
6: Approval of Adjournment of the Special Meeting
For: 27,932,553
Against: 1,763,485
Abstain: 133,236
All six proposals were approved based on the votes cast. Proposal 4, which authorizes the Company to effect one or more reverse or forward stock splits, also satisfied the approval requirements for charter amendments under Delaware law. Under the General Corporation Law of the State of Delaware, charter amendments require the affirmative vote of a majority of the outstanding shares entitled to vote. Proposal 4 received 27,961,611 votes in favor out of 43,979,017 shares outstanding, which represents approximately 63.57 percent of the outstanding shares and exceeds the required threshold by a significant margin. The Company appreciates the participation and support of its stockholders.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant 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: November 26, 2025 | ||