Current Report Filing (8-k)
March 20 2020 - 5:04AM
Edgar (US Regulatory)
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): March 19, 2020
GUARDION
HEALTH SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38861
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44-4428421
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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GHSI
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The
NASDAQ Stock Market LLC
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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. [ ]
On
March 19, 2020, Guardion Health Sciences, Inc. (the “Company”) received a written notification from The Nasdaq Stock
Market LLC (“Nasdaq”) that the Company has been granted an additional 180 calendar days, or until September 14, 2020,
to regain compliance with the minimum $1.00 bid price per share requirement of the Listing Rules of Nasdaq.
As
previously disclosed on the Current Report on Form 8-K filed on September 26, 2019 with the Securities and Exchange Commission,
the Company received a written notification from the Listing Qualifications Department of Nasdaq notifying the Company that it
had failed to comply with Nasdaq’s Listing Rule 5550(a)(2) (the “Rule”) because the bid price for the Company’s
common stock over a period of 30 consecutive business days prior to such date had closed below the minimum $1.00 per share requirement
for continued listing. The notification had no immediate effect on the listing or trading of the common stock on the Nasdaq Capital
Market. The Company initially had a period of 180 calendar days, or until March 18, 2020, to regain compliance with the Rule.
If
at any time before September 14, 2020, the bid price of the Company’s common stock closes at or above $1.00 per share
for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance
with the Rule. If compliance with the Rule cannot be demonstrated by September 14, 2020, Nasdaq will provide written notification
that the Company’s common stock will be delisted. At that time, the Company may appeal Nasdaq’s determination to a
Hearings Panel.
The
Company will continue to monitor the bid price for its common stock and consider various options available to it if its common
stock does not trade at a level that is likely to regain compliance. These options include effecting a reverse stock split. There
can be no assurance that the Company will regain compliance with the Rule or maintain compliance with any of the other Nasdaq
continued listing requirements.
A
copy of a press release announcing the above is filed as Exhibit 99.1 to this Form 8-K.
Item
9.01
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Financial
Statements and Exhibits
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(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.
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GUARDION
HEALTH SCIENCES, INC.
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Date:
March 19, 2020
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By:
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/s/
MICHAEL FAVISH
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Name:
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Michael
Favish
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Title:
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Chief
Executive Officer
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Guardion Health Sciences (NASDAQ:GHSI)
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