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 12, 2022
GUARDION HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38861 | 47-4428421 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2925 Richmond Avenue, Suite 1200
Houston, Texas 77098
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (800) 873-5141
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 ☒
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 12, 2022, the Board of Directors (the “Board”) of Guardion Health Sciences, Inc. (the “Company”) approved Amendment No. 1 (the “Amendment”) to the Second Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately. The Amendment reduced the quorum requirement for a stockholders meeting to one-third (33 and 1/3%) of the total number of outstanding shares of stock of the Company entitled to vote at the meeting, present in person or represented by proxy.
This description is only a summary of the changes made to the Bylaws pursuant to the Amendment and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment No.1 to Second Amended and Restated Bylaws. | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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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: February 14, 2022 | ||
| By: | /s/ Bret Scholtes | |
| Name: | Bret Scholtes | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED BYLAWS
OF
GUARDION HEALTH SCIENCES, INC.
a Delaware Corporation
Pursuant to resolutions of the Board of Directors (the “Board”) of Guardion Health Sciences, Inc., a Delaware corporation (the “Corporation”) adopted at a meeting of the Board held on February 12, 2022 and in accordance with the authority provided to the directors pursuant to Article XIII of the Corporation’s Second Amended and Restated Bylaws (the “Bylaws”), Article II, Section 5 of the Bylaws is amended in its entirety as follows as of February 12, 2022 (the “Effective Time”):
“SECTION 5. Quorum. At any meeting of the stockholders, the holders of at least thirty-three and one-third (33 and 1/3%) of the total number of outstanding shares of stock of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for all purposes, provided that at any meeting at which the holders of any series of class of stock shall be entitled, voting as a class, to elect directors, the holders of record of at least thirty-three and one third (33 and 1/3%) of the total number of outstanding shares of such series or class, present in person or represented by proxy, shall constitute a quorum for the purpose of such election.
In the absence of a quorum at any meeting, the holders of a majority of the shares of stock entitled to vote at the meeting, present in person or represented by proxy at the meeting, may adjourn the meeting, from time to time, until the holders of the number of shares requisite to constitute a quorum shall be present in person or represented at the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally convened.”
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C E R T I F I C A T E O F S E C R E T A R Y
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of Guardion Health Sciences, Inc., a Delaware corporation; and
2. That the foregoing Amendment No. 1 to the Second Amended and Restated Bylaws, was duly adopted by the board of directors of said corporation by a on February 12, 2022.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation as of February 13, 2022.
| /s/ Robert N. Weingarten | |
| Robert N. Weingarten, Secretary |
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