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):	Commission File Number:
January 13, 2023	0-17449
August 1, 2023	0-17449

PROCYON CORPORATION

(Exact name of Registrant as specified in its charter)

Colorado	59-3280822
(State of incorporation)	(I.R.S. Employer Identification Number)

164 DOUGLAS ~~ROAD EAST~~RD ~~OLDSMAR, FL 34677~~EAST

OLDSMAR, FL 34677

(727) 447-2998

(Address of principal executive offices and telephone number)

offices and telephone number)

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:

☐ 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~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act (17 CFR 240.14a-12)

~~Title~~☐ ofPre-commencement ~~each~~communications ~~class~~pursuant ~~Trading~~to ~~Symbol~~Rule 14d-2(sb) ~~Name~~under ofthe ~~each~~Exchange ~~exchange~~Act on(17 ~~which~~CFR ~~registered None None None~~240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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~~Item 51.01 ~~OTHER~~Entry ~~INFORMATION~~into a Material Definitive Agreement.

~~Item~~On 5August 1, 2023, Procyon Corporation's (the "Company") Board of Directors approved Restated and Amended Executive Employment Agreements entered into between the Company, Amerx and (i) Justice W.~~07 Submission~~ Anderson, the Chief Executive Officer of ~~Matters~~the toCompany aand ~~Vote~~the President of ~~Security~~our ~~Holders~~operating subsidiary, Amerx Health Care Corporation ("Amerx"); (ii) James B. Anderson, the Company's Chief Financial Officer and the Vice President of Operations of Amerx; and (iii) George Borak, the Vice President of Sales of Amerx.

WeJustice ~~held~~W. ~~our~~Anderson's ~~annual~~Restated ~~meeting~~and ofAmended ~~shareholders~~Executive ~~for~~Employment ~~fiscal~~Agreement, ~~2023~~which onis ~~Tuesday,~~effective ~~January~~July 101, 2023, provides for a base annual salary of $283,343 and other benefits, including certain incentive bonus compensation based upon Amerx achieving certain financial goals for sales and net profit and at ~~4:00~~the pdiscretion of the Board of Directors.m. ~~EST~~Mr. ~~The~~Anderson's ~~following~~Agreement ~~matters~~calls ~~were~~for ~~considered~~a ~~and~~term ~~approved~~of one year, but may be terminated by ~~the~~either ~~shareholders:~~party, with or without cause, upon thirty day's written notice.

~~The~~James ~~following~~B. ~~seven~~Anderson's ~~directors~~Restated ~~were~~and ~~elected~~Amended toExecutive ~~hold~~Employment ~~office~~Agreement, which is effective July 1, 2023, provides for ~~one~~a base annual salary of $206,388 and other benefits, including short-term and long-term incentive bonus compensation based upon Amerx achieving certain operational and financial goals and at the discretion of the Board of Directors. Mr. Anderson's Agreement calls for a term of one year, ~~terms~~but may be terminated by either party, with or ~~until~~without ~~their~~cause, ~~successors~~upon ~~are~~thirty ~~elected~~day's ~~and~~written ~~qualified:~~notice.

	Votes For		Votes Against or Withheld		Non-Votes		Total Votes
Regina W. Anderson		4,127,940		7,501		621,885		4,757,326
James B. Anderson		4,127,940		7,501		621,885		4,757,326
Justice W. Anderson		4,127,940		7,501		621,885		4,757,326
Steven McComas		4,127,940		7,501		621,885		4,757,326
Monica L McCullough		4,127,940		7,501		621,885		4,757,326
Fred W. Suggs, Jr.		4,127,940		7,501		621,885		4,757,326
Joseph R. Treshler		4,127,940		7,501		621,885		4,757,326

George Borak's Restated and Amended Executive Employment Agreement, which is effective July 1, 2023, provides for a base annual salary of $206,388 and other benefits, including certain incentive bonus compensation based upon Amerx achieving certain financial goals for sales and net profit and at the discretion of the Board of Directors. Mr. Borak's Agreement calls for a term of one year, but may be terminated by either party, with or without cause, upon thirty day's written notice.

~~Pursuant~~A tocopy ~~the~~of ~~following~~Justice ~~vote,~~W. ~~the~~Anderson's ~~appointment~~Restated ofand ~~Ferlita,~~Amended ~~Walsh,~~Executive ~~Gonzalez~~Employment Agreement is attached to this report and ~~Rodriguez,~~incorporated Pherein as Exhibit 10.1. A copy of James B. Anderson's Restated and Amended Executive Employment Agreement is attached to this report and incorporated herein as ~~our~~Exhibit ~~independent~~10.2. ~~certified~~A ~~public~~copy ~~accountants~~of ~~for~~George ~~the~~Borak's ~~2023~~Restated ~~fiscal~~and ~~year,~~Amended ~~was~~Executive ~~ratified:~~Employment Agreement is attached to this report and incorporated herein as Exhibit 10.3.

Votes For	Votes Against	Votes Abstaining	Total Votes
4,733,225	1	100	4,733,326

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Pursuant~~As toset forth above, the ~~following~~Company ~~vote~~and Amerx entered into Restated and Amended Executive Employment Agreements with Justice W. Anderson, onJames anB. ~~advisory~~Anderson ~~basis~~and George Borak, ~~the~~as ~~compensation~~approved by our Board of ~~the~~Directors ~~Company’s~~on ~~named~~August ~~executive~~1, ~~officers~~2023. Copies of Justice W. Anderson's, asJames ~~disclosed~~B. inAnderson's ~~the~~and ~~Procyon~~George ~~Corporation~~Borak's ~~Proxy~~Restated ~~Statement,~~and ~~was~~Amended ~~approved:~~Executive Employment Agreements are attached to this report and incorporated herein, respectively.

~~Votes~~Item ~~For~~9.01 ~~Votes~~Financial ~~Against~~Statements ~~Votes~~and ~~Abstaining Total Votes 4,492,012 182,000 3,000 4,677,012~~Exhibits.

Votes For	Votes Against	Votes Abstaining	Total Votes
4,059,040	61,801	1,100	4,121,941

(d) Exhibits.

~~Pursuant~~Exhibit ~~to the following vote, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of Procyon Corporation’s named executive officers;~~No. Description

Votes 1 Year	Votes 2 Years	Votes 3 Years	Votes Abstaining
164,911	0	3,929,930	27,100

10.1	Restated and Amended Executive Employment Agreement of Justice W. Anderson.

10.2	Restated and Amended Executive Employment Agreement of James B. Anderson.

10.3	Restated and Amended Executive Employment Agreement of George O. Borak

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: January 13, 2023 Procyon Corporation By: /s/ Justice W. Anderson Justice W. Anderson, Chief Executive Officer

Date: August 1, 2023	Procyon Corporation

	By: /s/ James B. Anderson
	James B. Anderson, Chief Financial Officer

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