0001642375
false
--12-31
0001642375
2023-01-06
2023-01-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 6, 2023
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.
As
previously disclosed, Guardion Health Sciences, Inc (the “Company”) held a special meeting of stockholders on January 5,
2023 (the “Meeting”). At the Meeting, the Company’s stockholders approved a proposal to amend the Company’s Certificate
of Incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.001, at a specific
ratio, up to a maximum of a 1-for-100 split, with the exact ratio to be determined by the Company’s board of directors in its sole
discretion.
Following
the Meeting, the board of directors approved a one-for-fifty (1-for-50) reverse split of the Company’s issued and outstanding shares
of common stock (the “Reverse Stock Split”). On January 6, 2023, the Company filed with the Secretary of State of the State
of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the
Reverse Stock Split. The Reverse Stock Split became effective as of 4:01 p.m. Eastern Time on January 6, 2023, and the Company’s
common stock is expected to begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on January 9, 2023.
When
the Reverse Stock Split becomes effective, every 50 shares of the Company’s issued and outstanding common stock will automatically
be combined, converted and changed into 1 share of the Company’s common stock, without any change in the number of authorized shares
or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares
issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and
the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Further, the Series A
and Series B warrants issued in connection with the February 2022 securities offering contain a provision which will require that the
exercise price of such warrants of $0.37 per share be adjusted to the volume weighted average price of the Company’s common stock
for the five trading days immediately following effectiveness of the reverse stock split, if such calculation results in an exercise
price below the current exercise price. Any fraction of a share of common stock that would be created as a result of the Reverse Stock
Split will be rounded up to the next whole share. Holders of the Company’s common stock held in book-entry form or through a bank,
broker or other nominee do not need to take any action in connection with the Reverse Stock Split. Stockholders of record will be receiving
information from the Company’s transfer agent regarding their common stock ownership post-Reverse Stock Split.
The
Company’s common stock will continue to trade on the Nasdaq Stock Market LLC under the existing symbol “GHSI”, but
the security has been assigned a new CUSIP number (40145Q500).
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Item
8.01 Other Events.
On
January 6, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto
as Exhibit 99.1, and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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:
January 6, 2023 |
|
| |
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, December 6, 2019 and February
26, 2021 (as so amended, the “Certificate of Incorporation”).
SECOND:
ARTICLE IV, SECTION I of the Corporation’s Certificate of Incorporation shall be amended by amending and restating Subsection “C.”
as follows:
C.
Reverse Stock Split. As of January 6, 2023 at 4:01 p.m. Eastern Time (the “Effective Time”) of this Certificate of
Amendment pursuant to the Section 242 of the General Corporation Law of the State of Delaware, each fifty (50) 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 5th day of January, 2023.
| GUARDION
HEALTH SCIENCES, INC. |
|
| |
|
| By: |
/s/
Bret Scholtes |
|
| Name: |
Bret
Scholtes |
|
| Title: |
Chief
Executive Officer |
|
Exhibit
99.1
GUARDION
HEALTH SCIENCES, INC. ANNOUNCES 1-FOR-50 REVERSE STOCK SPLIT EFFECTIVE ON PRE-MARKET OPENING ON JANUARY 9, 2023
HOUSTON,
TX. January 6, 2023 (GLOBE NEWSWIRE) — Guardion Health Sciences, Inc. (“Guardion” or the “Company”) (NASDAQ:
GHSI) announced today that it will effect a 1-for-50 reverse split of its common stock effective as of 4:01 p.m. Eastern Time on January
6, 2023. Commencing with the opening of trading on the Nasdaq Capital Market on January 9, 2023, the Company’s common stock will
trade on a post-split basis under the same symbol GHSI. The reverse stock split was approved by the Company’s stockholders at the
special meeting of stockholders held on January 5, 2023, with the final ratio determined by the Company’s Board of Directors.
As
a result of the reverse stock split, the CUSIP number for the Company’s common stock will be changed to 40145Q500,
and every 50 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 1,232,016 shares of common stock issued and outstanding
The
reverse stock split is primarily intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement. However,
there can be no assurances that the Company will be able to remain in compliance with the minimum bid price requirement over time, or
that it will be successful in maintaining compliance with any of the other Nasdaq continued listing requirements.
Additional
information concerning the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities
and Exchange Commission on December 12, 2022.
About
Guardion Health Sciences, Inc.
Guardion
Health Sciences, Inc. (Nasdaq: GHSI), is a clinical nutrition company that offers a portfolio of science-based, clinically supported
products designed to support the health needs of consumers, healthcare professionals and providers and their patients. The Company’s
combination of expertise and scientifically supported products is the foundation of Guardion’s growing position within the clinical
nutrition marketplace. Information and risk factors with respect to Guardion and its business may be obtained in the Company’s
filings with 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. These forward-looking statements contain information about our expectations, beliefs, plans or intentions regarding
our product development and commercialization efforts, research and development efforts, business, financial condition, results of operations,
strategies or prospects, and other similar matters. Statements preceded by, followed by or that otherwise include the words “believes,”
“expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,”
“hopes” 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 are based on management’s current expectations and assumptions about future events, which are inherently subject to
uncertainties, risks and changes in circumstances that are difficult to predict, and 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 not limited to, the Company’s ability to raise sufficient financing to implement its business plan, the impact of
the Company’s exploration of strategic alternatives, the integration of new management team members, the implementation of new
financial, management, accounting and business software systems, the integration of possible acquisition targets, the impact of the Covid-19
pandemic, supply chain disruptions, inflation and a potential recession 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 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