Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-278470
Guardion
Health Sciences, Inc.
690,100
Shares of Common Stock Underlying Previously
Issued
Warrants
This
prospectus relates to the offer and sale by us of 690,100 shares of our common stock, par value $0.001 per share, issuable upon
the exercise of outstanding warrants (the “Warrants”) that we issued and sold in February 2022 in a registered offering and
that are currently outstanding and unexercised. The offer and sale of the Warrants as well as the offer and sale of the shares of
our common stock issuable upon exercise of the Warrants were previously registered under our registration statement on Form S-3 (File
No. 333-248895), which included a prospectus supplement dated February 18, 2022 relating to the offer and sale of the Warrants,
as well as the offer and sale of the shares of our common stock issuable upon exercise of the Warrants.
Each
Warrant has an exercise price of $7.57 per share of common stock (after adjustment for the Company’s 1-for-50 reverse stock split
which was effected on January 6, 2023), is exercisable from the date of issuance and will expire on the date that is five years after
the date of issuance.
Our
common stock is presently listed on The Nasdaq Capital Market under the symbol “GHSI”. On April 1, 2024, the last
reported sale price of our common stock was $9.01 per share.
Investing
in our securities involves various risks. See “Risk Factors” beginning on page 2 of this prospectus and the risk
factors incorporated by reference into this prospectus.
Neither
the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is May 3,
2024
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or SEC, using a “shelf”
registration process. This prospectus does not contain all of the information included in the registration statement. For a more complete
understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. We may add,
update or change in a prospectus supplement or free writing prospectus any of the information contained in this prospectus or in the
documents we have incorporated by reference into this prospectus. We may also authorize one or more free writing prospectuses to be provided
to you that may contain material information relating to these offerings. This prospectus, together with any applicable prospectus supplement,
any related free writing prospectus and the documents incorporated by reference into this prospectus and any related prospectus supplement,
will include all material information relating to the applicable offering. You should carefully read both this prospectus, any prospectus
supplement and any related free writing prospectus, together with the additional information described under “Where You Can
Find More Information,” before buying any of the securities being offered.
We
have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus, any accompanying prospectus supplement or any related free writing prospectus that we
may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference
in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided
to you. This prospectus, any accompanying prospectus supplement and any related free writing prospectus, if any, do not constitute an
offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do
this prospectus, any accompanying prospectus supplement or any related free writing prospectus, if any, constitute an offer to sell or
the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or
any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any
information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference
(as our business, financial condition, results of operations and prospects may have changed since that date), even though this prospectus,
any applicable prospectus supplement or any related free writing prospectus is delivered or securities are sold on a later date.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be, nor is it, a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made and
subject to such conditions, limitations and restrictions contained in such agreements. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing the current state of our affairs.
As
permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes additional
information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the
SEC’s web site or at the SEC’s offices described below under the heading “Where You Can Find Additional Information.”
Company
References
In
this prospectus “the Company,” “we,” “us,” and “our” refer to Guardion Health Sciences,
Inc., a Delaware corporation, and its subsidiaries, unless the context otherwise requires.
SUMMARY
Overview
Guardion
Health Sciences, Inc. (the “Company”) is a clinical nutrition company that develops and distributes clinically supported
nutrition, medical foods and dietary supplements. The Company offers a portfolio of science-based, clinically supported products designed
to support healthcare professionals and providers, and their patients and consumers. On June 1, 2021, the Company acquired Activ Nutritional,
LLC (“Activ”), the owner and distributor of the Viactiv® line of supplements for bone health and other applications.
On
January 30, 2024, the Company, Viactiv Nutritionals, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Viactiv”),
and Activ, on the one hand, entered into an Equity Purchase Agreement (the “Agreement”) with Doctor’s Best Inc.,
a Delaware corporation (“Doctor’s Best”), on the other hand, for the sale of all of the outstanding equity interests
of Activ (the “Transaction”) for the aggregate cash consideration to the Company of $17.2 million (the “Base Purchase
Price”), of which $1.7 million was placed in a third-party escrow account pursuant to the terms of the Agreement with the
Base Purchase Price being subject to adjustment as provided in the Agreement based upon the working capital of Activ at the time
of closing (the “Closing”).
Doctor’s
Best is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding company of Xiamen Kingdomway Group Company (“XKDW”).
XKDW a high-tech enterprise of China’s National Torch Project. Located in Xiamen, China, XKDW has been publicly listed on the Shenzhen
Stock Exchange since October 28, 2011. Since its establishment in November 1997, XKDW has developed and expanded its business of manufacturing
pharmaceutical raw materials, and today is considered a leader in the dietary supplement and sports nutrition manufacturing industries.
The
Transaction is conditioned upon receiving approval from our stockholders, and such approval is also required under Delaware law as the
sale of Activ, which owns the Viactiv® brand and business and accounted for 97.2% and 96.3% of our revenues during the years ended
December 31, 2023, and 2022, respectively, constitutes a sale of substantially all of our assets and revenue-generating operations. The
Transaction contemplated by the Purchase Agreement is the result of a broad review of strategic alternatives by our Board of Directors
(the “Board”). The Board has determined that it is advisable and in the best interests of the Company and the Company’s
stockholders to approve the Transaction. In the event that the Transaction closes, the Company’s remaining revenue-generating
operations will be minimal.
In
the event that the Company’s stockholders approve the Transaction and the Transaction closes, the Board has determined that it is
advisable and in the best interests of the Company and the Company’s stockholders to approve a voluntary dissolution and liquidation
of the Company pursuant to a Plan of Liquidation and Dissolution (the “Plan of Dissolution”), which, if approved,
would authorize the Company to liquidate and dissolve in accordance with the Plan of Dissolution, but subject to the Company’s
ability to abandon or delay the Plan of Dissolution in the event that the Board determines that another transaction would be in the best
interest of the Company’s stockholders. Assuming the approval of the Plan of Dissolution by the Company’s stockholders,
the decision of whether or not to proceed with the Plan of Dissolution and when to file the Certificate of Dissolution would
be made by the Board in its sole discretion.
On
March 15, 2024, the Company filed a Preliminary Proxy Statement with the SEC in order to solicit the approval of the Company’s
stockholders in connection with the Transaction and the Plan of Dissolution.
Various
statements included herein 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 successful completion of the sale of Activ to Doctor’s Best, the use of the proceeds
received from the sale of Activ to Doctor’s Best, the Company’s ability to continue to fund its operations, including its
ocular healthcare business, subsequent to the sale of Activ to Doctor’s Best, and the Company’s ability to maintain compliance
with Nasdaq’s continued listing requirements.
Corporate
Information
Guardion
Health Sciences, Inc. is a Delaware “C” corporation. Our fiscal year end is December 31. Our principal executive offices
are located at 2925 Richmond Avenue, Suite 1200, Houston, Texas 77098. Our telephone number is (800) 873-5141. Our website address is
www. guardionhealth.com. The information contained on, or that can be accessed through, our website is not a part of this registration
statement or the accompanying prospectus.
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. Prior to making a decision about investing in our common stock, you should
carefully consider the risk factors described below and the risk factors discussed in the sections entitled “Risk Factors”
contained in our most recent Annual Report on Form 10-K, as may be amended, supplemented or superseded from time to time by other reports
we file with the SEC and incorporated by reference in this prospectus, together with all of the other information contained in this prospectus.
Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also impair our business.
If any of the risks or uncertainties described in our SEC filings or this prospectus or any additional risks and uncertainties actually
occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading
price of our common stock could decline and you might lose all or part of your investment.
Risks
Related to this Offering
Our
management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds,
and the proceeds may not be invested successfully.
Our
management will have broad discretion as to the use of any net proceeds from this offering and could use them for purposes other than
those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the
use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds
are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return
for us.
You
may experience future dilution as a result of future equity offerings.
In
order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into
or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or
other securities in any other offering at a price per share that is less than the price per share paid by any investors in this offering,
and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per
share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future
transactions may be higher or lower than the price per share paid by any investors in this offering.
Because
we do not currently intend to declare cash dividends on our shares of common stock in the foreseeable future, stockholders must rely
on appreciation of the value of our common stock for any return on their investment.
We
have never paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future unless and until we have
reached sustained operating profitability. We currently intend to retain all of our future earnings, if any, to finance the operation,
development and growth of our business. Furthermore, any future debt agreements may also preclude us from paying or place restrictions
on our ability to pay dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain with
respect to your investment for the foreseeable future.
The
exercise of our outstanding options and warrants will dilute stockholders and could decrease our stock price.
The
exercise of our outstanding options and warrants may adversely affect our stock price due to sales of a large number of shares or the
perception that such sales could occur. These factors also could make it more difficult to raise funds through future offerings of our
securities, and could adversely impact the terms under which we could obtain additional equity capital. Exercise of outstanding options
and warrants or any future issuance of additional shares of common stock or other securities, including, but not limited to preferred
stock, options, warrants, restricted stock units or other derivative securities convertible into our common stock, may result in significant
dilution to our stockholders and may decrease our stock price.
FORWARD-LOOKING
STATEMENTS
This
prospectus and any accompanying prospectus supplement, including the documents that we incorporate by reference, contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this prospectus and any accompanying
prospectus supplement about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical
facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as
“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” and “would.” For example, statements concerning financial condition, possible or assumed future results
of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management
and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve
known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements
to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.
Any
forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectus and
any accompanying prospectus supplement. You should read this prospectus and any accompanying prospectus supplement and the documents
that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part,
completely and with the understanding that our actual future results may be materially different from what we expect. You should
assume that the information appearing in this prospectus and any accompanying prospectus supplement is accurate as of the date on
the front cover of this prospectus or such prospectus supplement only. Because the risk factors referred to on page 2 of this
prospectus and incorporated herein by reference could cause actual results or outcomes to differ materially from those expressed in
any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors
will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We
qualify all of the information presented in this prospectus and any accompanying prospectus supplement, and particularly our
forward-looking statements, by these cautionary statements.
USE
OF PROCEEDS
If
the Warrants to purchase the shares of our common stock we are offering in this offering are exercised in full in cash exercises, we
will receive gross proceeds of $5,224,057, however, we do not know when, if or the extent to which such Warrants may be exercised,
or whether such Warrants will be exercised in cash exercises, and it is possible that no such Warrants may be exercised or that any such
Warrants will be exercised in cashless exercises, in which case we would receive less than the gross proceeds from the exercise of these
Warrants.
We
plan to use any proceeds from this offering for general corporate purposes, including the development and commercialization of our products,
research and development, general and administrative expenses, business, license or technology acquisitions, and working capital and
capital expenditures. We may also use the net proceeds to repay any debts and/or invest in or acquire complementary businesses, products,
or technologies, although we have no current commitments or agreements with respect to any such investments or acquisitions as of the
date of this prospectus. We have not determined the amount of net proceeds to be used specifically for the foregoing purposes. As a result,
our management will have broad discretion in the allocation of the net proceeds and investors will be relying on the judgment of our
management regarding the application of the proceeds, if any. Pending use of the net proceeds, we intend to invest the proceeds in short-term,
investment-grade, interest-bearing instruments.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our capital stock, together with any additional information we include in any applicable prospectus supplement
or any related free writing prospectus, summarizes the material terms and provisions of our common stock and preferred stock. For the
complete terms of our common stock and preferred stock, please refer to our Certificate of Incorporation, as amended (the “Certificate
of Incorporation”) and our second amended and restated bylaws (the “Bylaws”) that are incorporated by reference into
the registration statement of which this prospectus is a part. The terms of these securities may also be affected by Delaware General
Corporation Law (the “DGCL”). The summary below and that contained in any applicable prospectus supplement or any related
free writing prospectus are qualified in their entirety by reference to our Certificate of Incorporation and our Bylaws.
As
of the date of this prospectus, our authorized capital stock consisted of 250,000,000 shares of common stock, $0.001 par value per share,
and 10,000,000 shares of preferred stock, $0.001 par value per share. Our Board may establish the rights and preferences of the preferred
stock from time to time. As of April 1, 2024, there were 1,284,156 shares of our common stock issued and outstanding and no
shares of preferred stock issued and outstanding.
Common
Stock
We
are authorized to issue up to a total of 250,000,000 shares of common stock, par value $0.001 per share. Holders of our common stock
are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our common stock have
no cumulative voting rights. All shares of common stock offered hereby will, when issued, be fully paid and nonassessable, including
shares of common stock issued upon the exercise of common stock warrants or subscription rights, if any.
Further,
holders of our common stock have no preemptive or conversion rights or other subscription rights. Upon our liquidation, dissolution or
winding- up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation
preferences of any of our outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares
of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our
Board of Directors out of our assets which are legally available. Such dividends, if any, are payable in cash, in property or in shares
of capital stock.
The
holders of 33-1/3% of the shares of our capital stock, represented in person or by proxy, are necessary to constitute a quorum for the
transaction of business at any meeting. If a quorum is present, an action by stockholders entitled to vote on a matter is approved if
the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, with the exception of the
election of directors, which requires a plurality of the votes cast.
Preferred
Stock
Our
board of directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock
in one or more series and to fix the designations, powers, preferences, privileges, and relative participating, optional, or special
rights as well as the qualifications, limitations, or restrictions of the preferred stock, including dividend rights, conversion rights,
voting rights, terms of redemption, and liquidation preferences, any or all of which may be greater than the rights of the common stock.
Our board of directors, without stockholder approval, can issue convertible preferred stock with voting, conversion, or other rights
that could adversely affect the voting power and other rights of the holders of common stock. Preferred stock could be issued quickly
with terms calculated to delay or prevent a change of control or make removal of management more difficult. Additionally, the issuance
of preferred stock may have the effect of decreasing the market price of our common stock, and may adversely affect the voting and other
rights of the holders of common stock. At present, we have no plans to issue any shares of preferred stock following this offering.
Stock
Options
As
of April 1, 2024, options to purchase 20,577 shares of our common stock at a weighted-average exercise price of $77.72
per share were outstanding, of which options to purchase 11,735 shares of our common stock were exercisable, at a weighted-average
exercise price of $129.48 per share.
Warrants
As
of April 1, 2024, we had outstanding warrants, including the Warrants, to purchase shares of our common stock exercisable for
an aggregate of 736,438 shares of our common stock at a weighted-average exercise price of $10.01 per share.
Anti-Takeover
Effects of Provisions of Delaware State Law
We
are governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware
corporation from engaging in a “business combination” with an “interested stockholder” for a period of three
years after the date of the transaction in which the person became an interested stockholder, unless:
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the
transaction was approved by the board of directors prior to the time that the stockholder became an interested stockholder; |
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upon
consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned
by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do
not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer;
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at
or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of
directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote
of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
In
general, Section 203 defines a “business combination” to include mergers, asset sales and other transactions resulting in
financial benefit to a stockholder and an “interested stockholder” as a person who, together with affiliates and associates,
owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect
of delaying, deferring or preventing changes in control of our company.
Our
certificate of incorporation and our bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes
in control of our board of directors or management team, including the following:
Board
of Directors Vacancies. Our bylaws authorize only our board of directors to fill vacant directorships, including newly created seats.
In addition, the number of directors constituting our board of directors will be permitted to be set only by a resolution adopted by
a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board
of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This will make
it more difficult to change the composition of our board of directors and will promote continuity of management.
Ability
of Stockholders to Call Special Meetings. Our Certificate of Incorporation and Bylaws provide that stockholders can only call a special
meeting if stockholders holding over 50% of all issued and outstanding shares of the Corporation entitled to vote at a meeting do so.
Advance
Notice Requirements. Our Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination
of candidates for election as directors or new business to be brought before meetings of stockholders. These procedures provide that
notice of such stockholder proposals must be timely given in writing to the Secretary of the Company prior to the meeting at which the
action is to be taken. The notice must contain certain information specified in our Bylaws.
Exclusive
Forum Provision. In accordance with an exclusive forum provision set forth in the Bylaws, unless the Company consents in writing
to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for certain
state law based actions including certain derivative actions or proceedings brought on behalf of the Company; an action asserting a breach
of fiduciary duty owed by an officer, a director, employee or to the shareholders of the Company; any claim arising under Delaware corporate
law; and any action asserting a claim governed by the internal affairs doctrine.
No
Cumulative Voting. The Delaware General Corporation Law provides that stockholders are not entitled to cumulate votes in the election
of directors unless a corporation’s certificate of incorporation provides otherwise. Our certificate of incorporation does not
provide for cumulative voting.
Issuance
of Undesignated Preferred Stock. Our board of directors will have the authority, without further action by our stockholders, to issue
up to 10,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to
time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors
to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other
means.
Listing
Our
common stock is listed on The Nasdaq Capital Market under the trading symbol “GHSI”.
Transfer
Agent and Registrar
The
Transfer Agent and Registrar for our common stock is VStock Transfer, LLC.
DESCRIPTION
OF WARRANTS
We
are offering 690,100 shares of common stock issuable upon the exercise of outstanding Warrants that we issued and sold in February
2022 in a registered offering.
The
following summaries of certain terms and provisions of the Warrants are not complete and are subject to, and qualified in their entirety
by, the provisions of the form of Warrant. Prospective investors should carefully review the terms and provisions of the form of Warrant,
which was filed as an exhibit to our Current Report on Form 8-K on February 23, 2022, for a complete description of the terms and conditions
of the applicable Warrants.
Duration
and Exercise Price
Each
Warrant is exercisable at an exercise price per share equal to $7.57 (after adjusting for the Company’s 1-for-50 reverse stock
split which was effected on January 6, 2023). The Warrants are exercisable from the date of issuance and expire on February 23, 2027.
The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event
of stock dividends, stock splits, reorganizations or similar events affecting our shares of common stock and the exercise price. In addition,
in the event we effect a reverse stock split during the term of the Warrant, the exercise price following such reverse split will be
subject to further adjustment in the event the trading price of our common stock following such reverse stock split is lower than the
exercise price of such warrant.
Exercisability
The
Warrants are exercisable, at the option of the holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied
by payment in full for the number of shares of common stock purchased upon such exercise (except in the case of a cashless exercise,
as discussed below). A holder (together with its affiliates) may not exercise any portion of the Warrant to the extent that the holder
would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding shares of common stock immediately after exercise.
However, upon notice from the holder to us, the holder may decrease or increase the holder’s beneficial ownership limitation, which
may not exceed 9.99% of the number of outstanding shares of common stock immediately after giving effect to the exercise, as such percentage
ownership is determined in accordance with the terms of the Warrants, provided that any increase in the beneficial ownership limitation
will not take effect until 61 days following notice to us. Purchasers in this offering may also elect, prior to the issuance of the Warrants,
to have the initial exercise limitation set at 9.99% of our outstanding shares of common stock. No fractional shares will be issued in
connection with the exercise of a Warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the
fractional amount multiplied by the exercise price or round down to the next whole share.
Cashless
Exercise
If,
at the time a holder exercises its Warrants, a registration statement registering the issuance of the shares of common stock underlying
the Warrants under the Securities Act is not then effective or available and an exemption from registration under the Securities Act
is not available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon
such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole
or in part) the net number of shares of common stock determined according to a formula set forth in the Warrants.
Transferability
Subject
to applicable laws, a Warrant may be transferred at the option of the holder upon surrender of the Warrant to us together with the appropriate
instruments of transfer.
Exchange
Listing
There
is no trading market available for the Warrants on any securities exchange or nationally recognized trading system. We do not intend
to list the Warrants on any securities exchange or nationally recognized trading system.
Right
as a Stockholder
Except
as otherwise provided in the Warrants or by virtue of such holder’s ownership of our shares of common stock, the holders of the
Warrants do not have the rights or privileges of holders of our shares of common stock, including any voting rights, until they exercise
their Warrants.
Fundamental
Transaction
In
the event of a fundamental transaction, as described in the Warrants and generally including any reorganization, recapitalization or
reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our properties
or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding shares of common
stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding shares of common
stock, the holders of the Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash
or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction.
In the event of a fundamental transaction, the holder of a Warrant shall have the option, exercisable at any time concurrently with,
or within 30 days after, the consummation of the fundamental transaction to cause us to purchase the Warrant from them for cash in an
amount equal to the Black Scholes value of such warrant calculated in accordance with the terms of the Warrant.
As
previously announced. on January 30, 2024, the Company, Viactiv and Activ agreed to sell all of the outstanding equity interests of Activ
to Doctor’s Best. This transaction will constitute a sale of substantially all of our assets, and would be deemed to be a Fundamental
Transaction pursuant to the terms of the Warrants.
PLAN
OF DISTRIBUTION
In
accordance with the terms of the Warrants to purchase the shares of our common stock that we are offering in this offering, we will issue
shares of common stock to the holders of such Warrants upon due exercise of such Warrants. No underwriter or other person has been engaged
by us to facilitate the sale of the shares of common stock issuable upon exercise of the Warrants in this offering. We will receive all
of the proceeds from any cash exercise of the Warrants. All costs associated with this registration were borne by us.
The
exercise price of the Warrants is $7.57 per share of common stock (after adjustment for the Company’s 1-for-50 reverse stock split
which was completed on January 6, 2023) and the Warrants are exercisable until February 23, 2027. The exercise price of the Warrants
and the number of shares of our common stock issuable upon exercise of the Warrants are subject to appropriate adjustment in the event
of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common
stock, as well as upon any distribution of assets, including cash, stock or other property, to our stockholders. The exercise price of
the Warrants will not be adjusted below the par value of our common stock.
The
Warrants will be exercisable by means of a cash exercise at the option of each holder, in whole or in part, by delivering to us a duly
executed exercise notice and the exercise price. If, at the time a holder exercises its Warrants, a registration statement registering
the issuance of the shares of common stock underlying the Warrants under the Securities Act is not then effective or available and an
exemption from registration under the Securities Act is not available for the issuance of such shares, then in lieu of making the cash
payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead
to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula
set forth in the Warrants.
A
holder (together with its affiliates) may not exercise any portion of the Warrant to the extent that the holder would own more than 4.99%
(or, at the election of the holder, 9.99%) of the outstanding shares of common stock immediately after exercise. However, upon notice
from the holder to us, the holder may decrease or increase the holder’s beneficial ownership limitation, which may not exceed 9.99%
of the number of outstanding shares of common stock immediately after giving effect to the exercise, as such percentage ownership is
determined in accordance with the terms of the Warrants, provided that any increase in the beneficial ownership limitation will not take
effect until 61 days following notice to us. Purchasers in this offering may also elect, prior to the issuance of the Warrants, to have
the initial exercise limitation set at 9.99% of our outstanding shares of common stock.
No
fractional shares will be issued in connection with the exercise of a Warrant. In lieu of fractional shares, we will either pay the holder
an amount in cash equal to the fractional amount multiplied by the exercise price or round down to the next whole share.
LEGAL
MATTERS
The
validity of the issuance of the securities offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP,
Los Angeles, California. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we
will name in the applicable prospectus supplement.
EXPERTS
Weinberg
& Company, P.A., an independent registered public accounting firm, has audited our consolidated financial statements as of December
31, 2023 and 2022, and for the years then ended, as set forth in their report thereon, which is incorporated by reference in this prospectus
and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Weinberg & Company,
P.A.’s report, given on their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by the SEC’s
rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information
that is included in the registration statement. You will find additional information about us in the registration statement. Any statements
made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the
documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding
of the document or matter.
The
SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC. The SEC’s Internet site can be found at http://www.sec.gov. You can also obtain copies of materials
we file with the SEC from our website found at www.guardionhealth.com. Information on our website does not constitute a part of, nor
is it incorporated in any way, into this prospectus and should not be relied upon in connection with making an investment decision.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. You should
refer to the registration statement, including the exhibits, for further information about us and the securities being offered pursuant
to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference
in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. We are
incorporating by reference the documents listed below, which we have already filed with the SEC, and all documents subsequently filed
by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document that
is not deemed filed under such provisions:
1.
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023; and
2.
The description of the Company’s common stock filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2023.
We
also incorporate by reference all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
filed on such form that are related to such items) that are subsequently filed by us with the Securities and Exchange Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the securities made by this prospectus
(including documents filed after the date of the initial Registration Statement of which this prospectus is a part and prior to the effectiveness
of the Registration Statement). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K, as well as proxy statements.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will
be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement.
You
may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Jan Hall, the Company’s
Chief Executive Officer, at Guardion Health Sciences, Inc., 2925 Richmond Avenue, Suite 1200, Houston, Texas 77098. We maintain a website
at https://investors.guardionhealth.com/sec-filings. You may access our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the
SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to,
the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part
of, this prospectus.
Guardion Health Sciences, Inc.
690,100 Shares of Common Stock Underlying Previously
Issued Warrants
PROSPECTUS
May 3, 2024
Guardion Health Sciences (NASDAQ:GHSI)
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