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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): October 18, 2024

 

PROPHASE LABS, INC.

(Exact name of registrant 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

 

Not Applicable

(Former name or former address, if changed since last report)

 

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 4.01. Changes in Registrant’s Certifying Accountant.

 

(b) As previously reported by ProPhase Labs, Inc., a Delaware corporation (the “Company”), on its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2024, Morison Cogen LLP resigned as the independent registered public accounting firm of the Company, effective as of September 30, 2024.

 

On October 18, 2024, the Company engaged Fruci & Associates II, PLLC (the “New Accountant”) as its new independent registered public accounting firm for the fiscal year ending December 31, 2024. The engagement of the New Accountant was approved by the Company’s board of directors.

 

During the two most recent fiscal years ended December 31, 2023 and 2022 and through the date the Company selected the New Accountant as its independent registered public accounting firm, neither the Company nor anyone on behalf of the Company consulted the New Accountant regarding any accounting or auditing issues involving the Company, including (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K of the Securities Exchange Act of 1934, as amended, and the related instructions to Item 304 of Regulation S-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01. Financial Statements and Exhibits.

 

(d) The following exhibits are being filed herewith:

 

No.   Description
     
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/ Ted Karkus
    Ted Karkus
    Chairman of the Board and Chief Executive Officer
Date: October 18, 2024    

 

 

 

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Oct. 18, 2024
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Entity File Number 000-21617
Entity Registrant Name PROPHASE LABS, INC.
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Entity Tax Identification Number 23-2577138
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 711 Stewart Avenue
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Garden City
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