UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2021
GUARDION HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38861 | 44-4428421 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
15150 Avenue of Science, Suite 200
San Diego, CA 92128
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (858) 605-9055
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 pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | GHSI | The NASDAQ Stock Market LLC |
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 [X]
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 26, 2021, Guardion Health Sciences, Inc. (the “Company”) filed a certificate of amendment (the “Amendment”) with the Delaware Secretary of State to its certificate of incorporation to effectuate a reverse stock split of the Company’s common stock, par value $0.001 per share. Pursuant to the reverse stock split, on March 1, 2021 at 6:00 a.m. Eastern Time (the “Effective Time”) each six (6) shares of common stock issued and outstanding will be combined into one (1) validly issued, fully paid and non-assessable share of common stock. The par value per share remains the same. The Amendment provides that no fractional shares will be issued; the Company will round up any fractional shares upon the consummation of the reverse stock split.
The reverse split ratio selected by the Board of Directors was selected pursuant to the authority granted to the Board of Directors by the stockholders of the Company. A copy of the Amendment filed with the Secretary of State of the State of Delaware is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events
During January and February 2021, the Company completed two at-the-market financings as described below, which generated gross proceeds of approximately $35,000,000 and net proceeds of approximately $33,600,000.
On January 8, 2021, the Company entered into a sales agreement and filed a prospectus supplement with the SEC to sell up to $10,000,000 of shares of common stock in an at-the-market offering (the “January 2021 1st ATM Offering”). On January 15, 2021, the Company completed the January 2021 1st ATM Offering, pursuant to which the Company sold an aggregate of 15,359,000 shares of common stock (pre-reverse split) at a weighted average price per share of $0.651 (pre-reverse split), raising gross proceeds of approximately $10,000,000 and net proceeds of approximately $9,500,000.
Subsequently, on January 28, 2021, the Company entered into a sales agreement and filed a prospectus supplement with the SEC to sell up to $25,000,000 of shares of common stock in an at-the-market offering (the “January 2021 2nd ATM Offering”). On February 10, 2021, the Company completed the January 2021 2nd ATM Offering, pursuant to which it sold an aggregate of 30,041,400 shares of common stock (pre-reverse split) at a weighted average price per share of $0.832 (pre-reverse split), raising gross proceeds of approximately $25,000,000 and net proceeds of approximately $24,100,000.
In addition, in January and February 2021, the Company issued an aggregate of 9,886,145 shares of common stock (pre-reverse split) upon the exercise of previously issued warrants and received cash proceeds of $3,608,509.
On February 26, 2021, the Company issued a press release announcing the reverse stock split, the completed financings and warrant exercises. The press release is attached as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 3.1 | Certificate of Amendment |
| 99.1 | Press Release, dated February 26, 2021 |
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.
| GUARDION HEALTH SCIENCES, INC. | ||
| Date: March 1, 2021 | ||
| By: | /s/ Bret Scholtes | |
| Name: | Bret Scholtes | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
to
CERTIFICATE OF INCORPORATION
of
GUARDION HEALTH SCIENCES, INC.
GUARDION HEALTH SCIENCES, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The name of the Corporation is Guardion Health Sciences, Inc. The Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on June 30, 2015 and has been amended by Certificates of Amendment to the Certificate of Incorporation filed with the Secretary of State on October 30, 2015, January 30, 2019 and December 6, 2019 (as so amended, the “Certificate of Incorporation”).
SECOND: ARTICLE IV, SECTION I of the Corporation’s Certificate of Incorporation shall be amended by inserting Subsection “C.” at the end of such section which shall read as follows:
C. Reverse Stock Split. Effective as of 6:00 AM Eastern Time on March 1, 2021 (the “Effective Time”) of this Certificate of Amendment pursuant to the Section 242 of the General Corporation Law of the State of Delaware, each six (6) shares of the Corporation’s Common Stock, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable shares of common stock, par value of $0.001 per share (the “New Common Stock”), subject to the treatment of fractional share interests as described below (the “reverse stock split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock upon the effectiveness of the reverse stock split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such reverse stock split.
THIRD: The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 26th day of February, 2021.
| GUARDION HEALTH SCIENCES, INC. | ||
| By: | /s/ Bret Scholtes | |
| Name: | Bret Scholtes | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Guardion
Health Sciences Announces 1-for-6 Reverse Stock Split
Effective Pre-Market Opening on Monday, March 1, 2021
Recent at-the-market financings and warrant exercises have netted a combined $37.2 million in 2021, providing an effective cash runway for program execution and acquisition strategy implementation
SAN DIEGO, CALIFORNIA – February 26, 2021 (GLOBE NEWSWIRE) – Guardion Health Sciences, Inc. (Nasdaq: GHSI) (“Guardion” or the “Company”), a specialty health sciences company that develops clinically supported nutrition, medical foods, nutraceuticals and medical devices, with a focus in the ocular health marketplace, today announced it will effect a 1-for-6 reverse split of its common stock effective as of 6:00 a.m. Eastern Time on Monday, March 1, 2021. Commencing with the opening of trading on the Nasdaq Capital Market on Monday, March 1, 2021, the Company’s common stock will trade on a post-split basis under the same symbol GHSI.
The reverse stock split was implemented by the Company to comply with the $1.00 per share minimum bid price requirement for continued listing on the Nasdaq Capital Market pursuant to Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). On September 20, 2019, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market, Inc. (the “Staff”) noting non-compliance with the Minimum Bid Price Rule. Ultimately, the Staff granted the Company an exception until March 15, 2021 to evidence compliance with the Minimum Bid Price Rule. Following the reverse stock split, the Company must maintain a minimum closing bid price of $1.00 per share for ten consecutive trading days to achieve compliance with the Minimum Bid Price Rule (although the Staff, at its discretion, may determine to monitor the bid price for up to 20 consecutive trading days before makings its final compliance determination).
As a result of the reverse stock split, the CUSIP number for the Company’s common stock will now be 40145Q 401. As a result of the reverse stock split, every 6 shares of issued and outstanding common stock will be exchanged for 1 share of common stock, with any fractional shares being rounded up to the next higher whole share. Immediately after the reverse stock split becomes effective, the Company will have approximately 24,385,052 shares of common stock issued and outstanding. The reverse stock split was approved by the Company’s Board of Directors on February 25, 2021, and was previously approved by stockholders holding a majority of the Company’s voting power at the Company’s Annual Meeting of Stockholders held on October 29, 2020.
Completion of At-the-Market Financings in 2021
During January and February 2021, the Company completed two at-the-market financings as described below, which generated gross proceeds of approximately $35,000,000 and net proceeds of approximately $33,600,000.
On January 8, 2021, the Company entered into a sales agreement and filed a prospectus supplement with the Securities and Exchange Commission to sell up to $10,000,000 of shares of common stock in an at-the-market offering (the “January 2021 1st ATM Offering”). On January 15, 2021, Guardian completed the January 2021 1st ATM Offering, pursuant to which the Company sold an aggregate of 15,359,000 shares of common stock (pre-reverse split), raising gross proceeds of approximately $10,000,000 and net proceeds of approximately $9,500,000.
Subsequently, on January 28, 2021, the Company entered into a sales agreement and filed a prospectus supplement with the Securities and Exchange Commission to sell up to $25,000,000 of shares of common stock in an at-the-market offering (the “January 2021 2nd ATM Offering”). On February 10, 2021, Guardian completed the January 2021 2nd ATM Offering, pursuant to which it sold an aggregate of 30,041,400 shares of common stock (pre-reverse split), raising gross proceeds of approximately $25,000,000 and net proceeds of approximately $24,100,000.
In addition, in January and February 2021, the Company issued an aggregate of 9,886,145 shares of common stock (pre-reverse split) upon the exercise of previously issued and registered warrants and received cash proceeds of $3,608,509.
As of February 25, 2021, the Company had a total of 146,310,312 shares of its common stock (pre-reverse split) issued and outstanding.
Guardian’s Chief Executive Officer, Bret Scholtes, commented, “These recent financings provide Guardion with a significant cash runway, currently in excess of $44 million, to enable management to execute on Guardion’s stated objective of becoming a leader in the clinical nutrition industry, with a particular focus on ocular and immuno-health. Additionally, these substantial corporate cash resources provide us with more flexibility when considering potential acquisitions.”
Commenting on the reverse stock split, Mr. Scholtes stated, “We have implemented the reverse stock split to not only enable Guardion to meet the requirements to remain compliant with Nasdaq’s minimum bid price rule and thus allow Guardion to remain listed on Nasdaq, but also to allow our common stock to trade at a price that we believe may be more attractive to investors and potential acquisition targets. We very much appreciate the continued support from our stockholders and look forward to providing updates on that progress soon.”
About Guardion Health Sciences, Inc.
Guardion is a specialty health sciences company that develops clinically supported nutrition, medical foods, nutraceuticals and medical devices, with a focus in the ocular health marketplace. Located in San Diego, California, the Company combines targeted nutrition with innovative, evidence-based diagnostic technology. Guardion boasts impressive Scientific and Medical Advisory Boards. Information and risk factors with respect to Guardion and its business, including its ability to successfully develop and commercialize its proprietary products and technologies, may be obtained in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov.
Forward-Looking Statement Disclaimer
With the exception of the historical information contained in this news release, the matters described herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. These statements involve unknown risks and uncertainties that may individually or materially impact the matters discussed herein for a variety of reasons that are outside the control of the Company, including, but are not limited to, the Company’s ability to raise sufficient financing to implement its business plan, the integration of a new management team, the impact of the COVID-19 pandemic on the Company’s business, operations and the economy in general, the Company’s ability to successfully develop and commercialize its proprietary products and technologies, and the Company’s ability to maintain continued compliance with Nasdaq’s listing requirements. Readers are cautioned not to place undue reliance on these forward-looking statements, as actual results could differ materially from those described in the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company’s filings with the SEC, which are available at the SEC’s website (www.sec.gov). The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations Contact:
CORE IR
Scott Arnold
516-222-2560
scotta@coreir.com
Media Relations Contact:
Jules Abraham
Director of Public Relations
CORE IR
917-885-7378
julesa@coreir.com