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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): May 13, 2024
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
2.02 Results of Operations and Financial Condition.
On
May 13, 2024, Guardion Health Sciences, Inc. (the “Company”) issued a press release (“Press Release”) announcing
financial results for the three months ended March 31, 2024. The Press Release is furnished as Exhibit 99.1 to this current report.
The
information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject
to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly incorporated into a filing of
the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the information contained
in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.
Item
8.01 Other Events.
The
Company also disclosed in the Press Release that Institutional Shareholder Services (ISS), a leading provider of corporate governance
and responsible investment solutions, market intelligence, fund services, and events and editorial content for institutional investors
and corporations, issued a report recommending that the Company’s institutional stockholders vote FOR the sale of the Company’s
Viactiv brand and business transaction and the plan of liquidation and dissolution, both as described in the Company’s definitive
proxy statement filed with the United States Securities and Exchange Commission (the “SEC”) on April 8, 2024. As previously
stated in the definitive proxy statement and further reported in the Company’s Current Report on Form 8-K filed with the SEC on
May 2, 2024, the Board of Directors of the Company unanimously and strongly recommends that the stockholders vote FOR the transactions.
The
information in this Item 8.01 shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under
Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly incorporated into a filing of the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the information contained in this Item 8.01 hereto shall
not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
Additional
Information and Where to Find It
On
January 30, 2024, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Doctor’s Best
Inc., a Delaware corporation, for the sale of all of the outstanding equity interests of Activ Nutritional, LLC (“Activ”)
for aggregate cash consideration of $17.2 million, of which $1.7 million was placed in a third-party escrow account pursuant to the terms
of the Purchase Agreement. Doctor’s Best Inc. is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding
company of Xiamen Kingdomway Group Company, which is publicly listed on the Shenzhen Stock Exchange.
In
the event that the Company’s stockholders approve the aforementioned transaction and the transaction closes, the Company would
be left with minimal operations. Accordingly, the Board of Directors of the Company has determined that it is advisable and in the best
interests of the Company and its stockholders to approve a voluntary dissolution and liquidation of the Company pursuant to a Plan of
Liquidation and Dissolution, which, if approved, would authorize the Company to liquidate and dissolve in accordance with its terms,
but such decision would be subject to the Company’s ability to abandon or delay the Plan of Liquidation and Dissolution in the
event that the Board of Directors determines that another transaction would be in the best interests of the Company’s stockholders.
Assuming the approval of the Plan of Liquidation and Dissolution by the Company’s stockholders, the decision as to whether or not
to proceed with the dissolution and when to file the Certificate of Dissolution will be made by the Board of Directors in its sole discretion.
In
connection with the Purchase Agreement and the proposed transactions, the Company filed a definitive proxy statement with the SEC, which
was distributed to the stockholders of the Company in connection with its solicitation of proxies for the vote by its stockholders with
respect to the proposed transactions and other matters as may be described in the definitive proxy statement. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD, AND ANY SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders are able to obtain a copy of the definitive proxy statement
and other relevant documents filed by the Company with the SEC free of charge from the SEC’s website, www.sec.gov., or by visiting
the investor relations section of the Company’s website, investors.guardionhealth.com. Stockholders may also request copies of
proxy statements and any of the documents incorporated by reference by directing a request by mail to Guardion Health Sciences, Inc.,
Attention: Investor Relations, at 2925 Richmond Avenue, Suite 1200, Houston, Texas 77098.
Participants
in the Solicitation
The
Company and its executive officers, directors, other members of management, and employees may be deemed, under SEC rules, to be participants
in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Information regarding
the executive officers and directors of the Company is set forth in the Company’s definitive proxy statement, filed with the SEC
on April 8, 2024.
Forward-Looking
Statements
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 approval by the stockholders of the sale of Activ to Doctor’s Best Inc. and the Plan of Liquidation
and Dissolution of the Company, the successful completion of the sale of Activ to Doctor’s Best Inc., the successful completion
of the Company’s Plan of Liquidation and Dissolution if approved by the Company’s stockholders, the use of the proceeds received
from the sale, the Company’s ability to continue to fund its operations, including its ocular healthcare business, subsequent to
the sale, any replacement and integration of new management team members, the implementation of new financial, management, accounting
and business software systems, supply chain disruptions, key retail and e-commerce 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 continued 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.
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.
(Registrant) |
| Date:
May 15, 2024 |
|
|
| |
By: |
/s/
Jan Hall |
| |
Name: |
Jan
Hall |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Guardion
Health Sciences Announces
--
Financial Results for the Three Months Ended March 31, 2024
--
Institutional Shareholder Services Issues Report Recommending that Institutional Stockholders Vote in Favor of All Proposals at the Upcoming
Special Meeting of Stockholders on May 23, 2024
Board
of Directors Urges Stockholders to Vote to Approve the Sale of the Company’s Viactiv Brand and Business and Plan of Liquidation
and Dissolution
If
both proposals are approved, stockholders would receive one or more liquidating cash distributions, which combined are expected to represent
a premium over our recent stock price
HOUSTON,
TEXAS – May 13, 2024 (GLOBE NEWSWIRE) – Guardion Health Sciences, Inc. (Nasdaq: GHSI) (“Guardion” or the “Company”),
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, announced its financial
results for the three months ended March 31, 2024, as described below.
The
Company is also providing an update regarding proposals to be considered at its upcoming Special Meeting of Stockholders. On April 8,
2024, the Company filed a Definitive Proxy Statement with the U.S. Securities and Exchange Commission (the “SEC”) in order
to solicit the approval of the Company’s stockholders of record on April 5, 2024 in connection with the sale of the Viactiv brand
and business and the Plan of Liquidation and Dissolution. The Company established May 23, 2024 as the date of the Special Meeting of
its Stockholders to vote on these transactions.
Financial
highlights for the three months ended March 31, 2024 include the following:
| |
● |
Total revenue was $2,999,645 for the three
months ended March 31, 2024, as compared to $3,185,689 for the three months ended March 31, 2023, a decrease of $186,044 or 5.8%. Sales
of the Viactiv® product line accounted for approximately 97.3% and 97.0% of the Company’s total
revenue for the three months ended March 31, 2024 and 2023, respectively. |
| |
|
|
| |
● |
Gross profit was $1,179,000 for the three
months ended March 31, 2024, as compared to $1,335,302 for the three months ended March 31, 2023, a decrease of $156,302 or 11.7%. |
| |
● |
Gross margin for the three
months ended March 31, 2024 was 39.3%, as compared to 41.9% for the three months ended March 31, 2023, a decrease of 2.6 percentage
points. |
| |
|
|
| |
● |
Total operating expenses for the three months
ended March 31, 2024 were $2,732,801, as compared to $2,799,309 for the three months ended March 31, 2023, a decrease of $66,508
or 2.4%. |
| |
|
|
| |
● |
Loss from operations for the three months
ended March 31, 2024 was $(1,553,801), as compared to $(1,464,007) for the three months ended March 31, 2023, an increase of $89,794
or 6.1%. |
| |
|
|
| |
● |
Other income (expense) for the three months
ended March 31, 2024 was $(3,192,943), as compared to $1,997,098 for the three months ended March 31, 2023, primarily as a result
of the non-cash (loss) gain of $(3,268,588) and $1,898,100, respectively, relating to the change in fair value of the warrant derivative
liability during such periods. |
| |
|
|
| |
● |
Net loss was $(4,746,744) for the three
months ended March 31, 2024, as compared to net income of $533,091 for the three months ended March 31, 2023. |
| |
|
|
| |
● |
The Company had 1,284,156
shares of common stock outstanding on May 13, 2024. |
| |
|
|
| |
● |
Cash used in operations for the three months
ended March 31, 2024 was $754,611, as compared to $1,879,210 for the three months ended March 31, 2023. |
| |
|
|
| |
● |
The Company had unrestricted
cash and cash equivalents of $5,605,035 as of March 31, 2024. |
In
addition, during and subsequent to the three months ended March 31, 2024, the Company implemented the following business initiatives:
| |
● |
In March 2024, the Company introduced a
clinically tested 600mg dose form of the Omega Boost Gel Bites product under the Viactiv brand, which is available on viactiv.com
and on the Amazon platform. |
| |
|
|
| |
● |
In April 2024, the Company launched a magnesium
citrate soft chew product under the Viactiv brand, which is available on viactiv.com and on the Amazon platform. |
| |
|
|
| |
● |
In March 2024, to support its ocular healthcare
business, the Company reformulated and relaunched Lumega-Z as a drink mix powder to appeal to current customers and to attract new
customers. Lumega-Z is available on guardionhealth.com. |
Recent
Developments in 2024
Recommendation
of Institutional Shareholder Services (“ISS”)
On
May 8, 2024, ISS, a leading provider of corporate governance and responsible investment solutions, market intelligence, fund services,
and events and editorial content for institutional investors and corporations, issued a report recommending that the Company’s
institutional stockholders vote FOR the transactions described in the Company’s Definitive Proxy Statement, as described below.
Agreement
to Sell Activ Nutritional, LLC
On
January 30, 2024, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Doctor’s Best
Inc., a Delaware corporation, for the sale of all of the outstanding equity interests of Activ Nutritional, LLC (“Activ”)
for aggregate cash consideration of $17,200,000, of which $1,700,000 was placed in a third-party escrow account pursuant to the terms
of the Purchase Agreement. Doctor’s Best Inc. is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding
company of Xiamen Kingdomway Group Company (“XKDW”), which is publicly listed on the Shenzhen Stock Exchange.
The
sale of Activ is conditioned upon receiving majority approval from the Company’s stockholders for this transaction. This transaction
is the result of a broad review of strategic alternatives by the Company’s Board of Directors over the past year. The Board of
Directors has determined that it is advisable and in the best interests of the Company and the Company’s stockholders to approve
this transaction.
Potential
Dissolution
In
the event that the Company’s stockholders approve the transaction and the transaction closes, the Company would be left with minimal
operations. The Board of Directors has additionally determined that it is in the best interests of the Company and its stockholders to
approve a voluntary dissolution and liquidation of the Company pursuant to a Plan of Liquidation and Dissolution, which would authorize
the Company to liquidate and dissolve in accordance with its terms. However, such decision would be subject to the Company’s ability
to abandon or delay the Plan of Liquidation and Dissolution in the event that the Board of Directors determines that another transaction
would be in the best interests of the Company’s stockholders.
Views
and Recommendations of the Board of Directors
If
both of these proposals are approved, stockholders would receive one or more liquidating cash distributions, which combined are expected
to represent a premium over our recent stock price.
Stockholder
approval of the Plan of Liquidation and Dissolution will allow the Company to save significant on-going expenses by being able to promptly
wind-down its business affairs and distribute the sales proceeds, the saved expenses and any remaining cash on the balance sheet to our
stockholders as soon as reasonably practicable.
If
both of these proposals are not approved at the stockholders’ meeting on May 23, 2024, we believe that there is substantial risk
to the value of the Company’s shares.
Accordingly,
the Board of Directors unanimously and strongly recommends that stockholders vote FOR both proposals. The transaction remains on track
for completion by June 30, 2024, subject to satisfaction or waiver of customary closing conditions.
If
stockholders approve the sale of Activ but do not approve the Plan of Liquidation and Dissolution, it will be more difficult for the
Company to expeditiously distribute the maximal amount of cash from that sale to our stockholders, since the Company will need to retain
cash to continue to fund the considerable on-going expenses it has as a public company and to operate its remaining ocular healthcare
business while the Board of Directors considers strategic alternatives.
The
Company’s common stock is listed and traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GHSI”.
However, if the sale of Activ is approved but the Plan of Liquidation and Dissolution of the Company is not approved, we believe that
maintaining our listing on Nasdaq will be difficult and uncertain.
Shares
that are not voted are the same as a “NO” vote for each proposal, so every vote matters, regardless of how many shares a
stockholder may own.
Financial
Results
Additional
information with respect to the Company’s business, operations and financial condition
as of and for the quarterly period ended March 31, 2024 is contained in the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2024, which has been filed with the SEC and is available at www.sec.gov.
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. 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.
Additional
Information and Where to Find it
In
connection with the proposed sale of Activ and the Plan of Liquidation and Dissolution, the Company filed with the SEC a Definitive Proxy
Statement and other relevant documents, including a form of proxy card, on April 8, 2024, which were mailed to the Company’s stockholders
of record on April 5, 2024. Stockholders are urged to read the Definitive Proxy Statement and any other documents filed with the SEC
in connection with the proposed sale of Activ and the Plan of Liquidation and Dissolution, or incorporated by reference in the Definitive
Proxy Statement because they contain important information about such proposals. The Company’s filings with the SEC may be obtained
without charge at www.sec.gov.
Participants
in the Solicitation
The
Company and its executive officers, directors, other members of management, and employees may be deemed, under SEC rules, to be participants
in the solicitation of proxies from the Company’s stockholders with respect to the proposed transactions. Information regarding
the executive officers and directors of the Company is set forth in the Company’s definitive proxy statement.
Forward-Looking
Statements
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 approval by the stockholders of the sale of Activ to Doctor’s Best Inc. and the Plan of Liquidation
and Dissolution of the Company, the successful completion of the sale of Activ to Doctor’s Best Inc., the successful completion
of the Company’s Plan of Liquidation and Dissolution if approved by the Company’s stockholders, the use of the proceeds received
from the sale, the Company’s ability to continue to fund its operations, including its ocular healthcare business, subsequent to
the sale, any replacement and integration of new management team members, the implementation of new financial, management, accounting
and business software systems, supply chain disruptions, key retail and e-commerce 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 continued 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.
For
more information about Guardion Health Sciences, Inc., Contact:
investors@guardionhealth.com
Phone:
1-800 873-5141 Ext 208
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