GHSI Guardion Health Sciences Inc

 

 

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): October 1, 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 3.01. Notice of Delisting or Failure to Satisfy Continued Listing Rule or Requirement; Transfer of Listing.

 

Voluntary Delisting from Nasdaq

 

On October 1, 2024, Guardion Health Sciences, Inc. (the “Company” or “Guardion”) announced its intention to file a Form 25 with the Securities and Exchange Commission (“SEC”) on or about October 11, 2024 to effect the voluntary delisting of the Company’s common stock (the “Common Stock”) from the Nasdaq Capital Market (“Nasdaq”). Guardion expects trading of its Common Stock on the Nasdaq Capital Market to be suspended prior to the opening of trading on October 14, 2024, and for the official delisting of its Common Stock to be effective October 21, 2024.

 

Upon delisting from Nasdaq, the Company intends to seek no-action relief from the SEC as soon as practicable in order to indefinitely suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

As previously disclosed by the Company, at a special meeting of stockholders held on May 31, 2024, the stockholders of Guardion approved the adoption of a Plan of Liquidation and Dissolution (the “Plan”) following the completion of the sale of the Company’s Viactiv® brand and business, which represented substantially all of the Company’s business and operations. As a result and pursuant to the Plan, in addition to delisting its Common Stock and deregistering under the Exchange Act, Guardion intends to file a certificate of dissolution with the Delaware Secretary of State on or about October 22, 2024, which Guardion expects to be effective on October 22, 2024 (the “Effective Date”). Commencing on the Effective Date, Guardion will close its stock transfer books, after which record holders of shares of Common Stock will cease to have any rights in respect of such shares of Common Stock, except the right to receive distributions, if any, pursuant to and in accordance with the Plan and under the General Corporation Law of the State of Delaware (the “DGCL”). Upon the Effective Date, Stockholders will be prohibited from transferring record ownership of their shares of Common Stock, except by will, intestate succession, operation of law or upon dissolution of such record holder or its successors.

 

Guardion expects to pay a liquidating dividend to its stockholders of record as of the close of business on the day preceding the Effective Date, in one or more distributions at a later date, in an amount that is anticipated to total approximately $3.25 per share of Common Stock. However, there can be no assurance as to the timing and amount of the distribution to stockholders. There are many factors that may affect the amounts available for distribution to holders of the Common Stock, including, among other things, the amount of taxes, employee costs (including severance payments), expenses relating to the dissolution, unanticipated or contingent liabilities arising hereafter and the proceeds that we may receive from the sale of other remaining assets, if any. If the Company has underestimated its existing obligations and liabilities or if unanticipated or contingent liabilities arise, the aggregate amount ultimately distributed to the holders of Common Stock could be less than that set forth above. Alternatively, in the event that the Company retains additional cash reserves after satisfactorily satisfying its obligations and liabilities, there may be an additional distribution at a future date.

 

A copy of the press release announcing the Company’s intention to delist and deregister its shares of Common Stock is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Mark Goldstone

 

On October 1, 2024, the Company announced the appointment of Mark Goldstone, a member of the Company’s board of directors, to serve as the Company’s Interim President and Interim Chief Executive Officer, effective October 18, 2024. Mr. Goldstone replaces Janet Hall as President and Chief Executive Officer, its President and Chief Executive Officer, whose departure from the Company, effective on October 17, 2024, was previously announced. Mr. Goldstone has been a director of the Company since June 2015, and has over 25 years of experience in the healthcare industry, encompassing operations, commercialization, consulting, mergers and acquisitions and venture capital.

 

Mr. Goldstone will receive compensation of $7,500 per month for his service as Interim President and Interim Chief Executive Officer of the Company, which shall be in lieu of any compensation payable to him as a member of the Company’s Board of Directors and any committee thereof.

 

A copy of the press release announcing the appointment of Mr. Goldstone is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Exhibit
99.1		Press release dated October 1, 2024
104		Cover Page Interactive Data File (embedded within the XBRL document)

 

 

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.

 

Date: October 3, 2024	GUARDION HEALTH SCIENCES, INC.
	(Registrant)
	By:	/s/ Katie Cox
	Name:	Katie Cox
	Title:	Chief Accounting Officer

 

 

 

Exhibit 99.1

 

 

Guardion Health Sciences Announces Adoption of Plan of Dissolution and Liquidation; Appointment of Interim President and CEO

 

Plan includes Voluntary Delisting of Common Stock from Nasdaq and Suspension of SEC Reporting Obligations

 

HOUSTON, TEXAS – October 1, 2024 (GLOBE NEWSWIRE) – Guardion Health Sciences, Inc. (Nasdaq: GHSI) (“Guardion” or the “Company”) today announced that it has notified the Nasdaq Stock Market (“Nasdaq”) of its intent to delist its common stock, par value $0.001 per share (the “Common Stock”), from the Nasdaq Capital Market. Guardion expects to file a Form 25 (Notification of Removal from Listing) with the Securities and Exchange Commission (the “SEC”) and Nasdaq relating to the delisting of the Common Stock on or about October 11, 2024 and to suspend trading of its Common Stock on the Nasdaq Capital Market prior to the opening of trading on October 14, 2024. Guardion expects that the official delisting of its Common Stock will be effective October 21, 2024.

 

The Company also announced today that it has appointed Mark Goldstone, a member of the Company’s Board of Directors, to serve as the Company’s Interim President and Interim Chief Executive Officer, effective as of October 18, 2024. Mr. Goldstone replaces Ms. Jan Hall as President and Chief Executive Officer, whose departure from the Company, effective on October 17, 2024, was previously announced.

 

As previously disclosed, at a special meeting of stockholders held on May 31, 2024, the stockholders of Guardion approved the adoption of a Plan of Liquidation and Dissolution (the “Plan”) following the completion of the sale of the Company’s Viactiv^® brand and business. As a result, in addition to delisting its Common Stock, Guardion intends to file its certificate of dissolution with the Delaware Secretary of State on or about October 22, 2024, which Guardion expects to be effective on October 22, 2024. Commencing on the Effective Date, Guardion will close its stock transfer books, after which record holders of shares of Common Stock will cease to have any rights in respect of such shares of Common Stock, except the right to receive distributions, if any, pursuant to and in accordance with the Plan and under the General Corporation Law of the State of Delaware (the “DGCL”), and will be prohibited from transferring record ownership of their shares of Common Stock, except by will, intestate succession, operation of law or upon dissolution of such record holder or its successors. Guardion expects to pay a liquidating dividend to its stockholders of record as of the close of business on the day preceding the Effective Date, in one or more distributions, in an amount that is anticipated to total approximately $3.25 per share of Common Stock. However, there can be no assurance as to the timing and amount of the distribution to stockholders. There are many factors that may affect the amounts available for distribution to holders of the Common Stock including, among other things, the amount of taxes, employee costs (including severance payments), expenses relating to the dissolution, unanticipated or contingent liabilities arising hereafter and the proceeds we may receive from the sale of other remaining assets, if any. If the Company has underestimated its existing obligations and liabilities or if unanticipated or contingent liabilities arise, the aggregate amount ultimately distributed to the holders of Common Stock could be less than that set forth above. Alternatively, in the event that the Company retains additional cash reserves after satisfactorily satisfying its liabilities, there may be an additional distribution at a future date.

 

 

At September 30, 2024, Guardion had 1,349,956 shares of Common Stock issued and outstanding.

 

After the Effective Date, Guardion will not engage in any business activities except to the extent necessary to preserve the value of its assets, wind up its business affairs and distribute its assets in accordance with the Plan. Under the DGCL, Guardion will be continued for the term of three years following the Effective Date, or for such longer period as the Delaware Court of Chancery directs, for the purposes of prosecuting and defending suits by or against it and of enabling it to gradually settle and close the business, to dispose of and convey its property, to discharge its liabilities and to distribute to shareholders any remaining assets.

 

Guardion also intends to seek no-action relief from the SEC as soon as practicable in order to indefinitely suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Act”) and to file a Form 15 with the SEC in connection therewith. The Form 15 will serve as notice of suspension of the Company’s duty to file reports under Sections 13 and 15(d) of the Act.

 

The decision to seek such relief and to suspend such reporting obligations was the result of a broad review of strategic alternatives by the Company’s Board of Directors over the past year and was based on numerous considerations, including the auditing, legal and other costs and expenses associated with being a listed public company.

 

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 the Company’s expectations, beliefs, plans or intentions regarding its business plans, financial condition, 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 expected completion, timing and effects of the Company’s delisting and dissolution, and the suspension of trading on the Nasdaq Capital Market and reporting obligations under the Act, the risks and uncertainties relating to the limited resources remaining available to the Company to wind up its business and operations, the tax and accounting consequences of the Company’s dissolution, the Company’s ability to satisfy its liabilities, fees, taxes and other obligations out of the limited resources remaining available to the Company, and the amount and timing of distributions that may be made to stockholders in connection with the Company’s dissolution and liquidation.

 

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

 

 

v3.24.3

Cover	Oct. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2024
Entity File Number	001-38861
Entity Registrant Name	GUARDION HEALTH SCIENCES, INC.
Entity Central Index Key	0001642375
Entity Tax Identification Number	47-4428421
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2925 Richmond Avenue
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	(800)
Local Phone Number	873-5141
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GHSI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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