Form 8-K - Current report

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 31, 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 1.01 Entry into a Material Definitive Agreement

The information reported in Item 2.01 is incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 31, 2024 (the “Closing Date”), Guardion Health Sciences, Inc. (the “Company”) completed its sale of all of the outstanding equity interests (the “Transaction”) of Activ Nutritional, LLC (“Activ”), a Delaware limited liability company which owns the Viactiv® brand and business and is a wholly-owned subsidiary of Viactiv Nutritionals, Inc (“Viactiv”), a Delaware corporation, which is a wholly-owned subsidiary of the Company, to Doctor’s Best Inc., a Delaware corporation (“Doctor’s Best”). The Transaction was closed pursuant to the terms and conditions of an Equity Purchase Agreement among the parties , dated January 30, 2024 (the “Purchase Agreement”), pursuant to which Doctor’s Best acquired all of the outstanding equity interests of Activ from Viactiv for aggregate cash consideration to the Company of $17,200,000, of which $225,000 remains in a third-party escrow account pursuant to the terms of the Purchase Agreement. Doctor’s Best is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding company of Xiamen Kingdomway Group Company, which is listed on the Shenzhen Stock Exchange. The net proceeds received by the Company at closing were $16,250,000.

Attached hereto as Exhibit 99.2, and incorporated herein by reference, is unaudited pro forma financial information of the Company as of March 31, 2024, consisting of the unaudited pro forma condensed balance sheet as of March 31, 2024 and the unaudited pro forma condensed statements of operations for the year ended December 31, 2023 and the three months ended March 31, 2024, giving effect to the Transaction. The unaudited pro forma financial information included as an exhibit to this Current Report on Form 8-K is presented for illustrative purposes only and is not necessarily indicative of what the Company’s actual financial position or results of operations would have been had the Transaction been completed on the dates indicated. The unaudited pro forma financial information reflects adjustments, which are based upon estimates. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the pro forma financial information does not reflect all costs that are expected to be incurred by the Company. Accordingly, the final accounting adjustments may differ materially from the pro forma information included as an exhibit to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 31, 2024, the Company convened and held its previously-adjourned special meeting of the stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved a proposal for the voluntary dissolution and liquidation of the Company (the “Dissolution”) pursuant to a Plan of Dissolution (the “Plan of Dissolution”), which authorizes the Company to liquidate and dissolve the Company in accordance with the Plan of Dissolution, but subject to the Company’s ability to abandon or delay the Plan of Dissolution in accordance with the terms thereof (the “Dissolution Proposal”).

Stockholders of record at the close of business on April 5, 2024 (the “Record Date”) were entitled to notice of and one vote for each share of common stock held by such stockholder. On the Record Date, there were 1,284,156 shares of common stock issued and outstanding, of which 715,342 shares of common stock were represented at the Special Meeting, or approximately 55.70% of the total outstanding shares of common stock on the Record Date, which was sufficient to constitute a quorum pursuant to the Company’s Second Amended and Restated Bylaws, as amended, and to transact business.

Set forth below are the final voting result for the Dissolution Proposal:

Votes For		Votes Against		Abstentions		Broker Non-Votes
671,400		41,778		2,166		N/A

The Dissolution Proposal is described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the United States Securities and Exchange Commission (the “SEC”) on April 8, 2024.

Item 8.01 Other Events.

In connection with the closing of the Transaction and stockholder approval of the Dissolution Proposal obtained at the Special Meeting, on May 31, 2024, the Company issued a press release announcing the closing of the Transaction and stockholder approval of the Dissolution Proposal.

The information in this Item 8.01 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 8.01 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.

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 completion of the Company’s Plan of Liquidation and Dissolution, the use of the proceeds received from the sale of the Viactiv business, the disposition of the Company’s ocular healthcare business, the Company’s decision to continue to fund or wind-down its operations subsequent to the sale, supply chain disruptions, a potential recession and the economy in general, the Company’s ability to successfully market its remaining products and inventory, 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

(b) Filed herewith as Exhibit 99.2 are the unaudited pro forma condensed balance sheet as of March 31, 2024 and the unaudited pro forma condensed statements of operations for the year ended December 31, 2023 and the three months ended March 31, 2024.

(d) Exhibits.

Exhibit No.		Exhibit
10.1		Equity Purchase Agreement by and among Doctor’s Best Inc., Activ Nutritional, LLC, Viactiv Nutritionals, Inc. and Guardion Health Sciences, Inc. dated as of January 30, 2024 (incorporated by reference to Item 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2024)
99.1		Press release dated May 31, 2024
99.2		Unaudited condensed pro forma financial statements of Guardion Health Sciences, Inc., consisting of the unaudited pro forma condensed balance sheet as of March 31, 2024 and the unaudited pro forma condensed statements of operations for the year ended December 31, 2023 and the three months ended March 31, 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.

	GUARDION HEALTH SCIENCES, INC.
	(Registrant)
Date: June 6, 2024
	By:	/s/ Jan Hall
	Name:	Jan Hall
	Title:	Chief Executive Officer

Exhibit 99.1

Guardion Health Sciences Announces Completion of Sale of its Viactiv® Brand and Business to Doctor’s Best Inc. and Stockholder Approval of Plan of Liquidation and Dissolution

HOUSTON, TEXAS, May 31, 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 that today it closed on its Definitive Agreement to sell its Viactiv business to Doctor’s Best Inc. for gross cash consideration of $17,200,000. The Company received net cash proceeds of $16,250,000 at closing, with another $225,000 retained in a third-party escrow account with U.S. Bank, NA, to be released in accordance with the terms of the transaction documents.

Guardion’s stockholders had previously approved the sale of its Viactiv business at a Special Meeting of Stockholders (the “Meeting”) held on May 23, 2024. Following this approval, the Company adjourned the Meeting to 11:00 a.m. Central Time on May 31, 2024 in order to give the Company’s management additional time to solicit proxies from its stockholders of record on April 5, 2024 to vote in favor of the proposal to adopt a Plan of Liquidation and Dissolution, as described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 8, 2024. At the Meeting reconvened on May 31, 2024, the Company obtained approval from a majority of its shares of common stock issued and outstanding to adopt its Plan of Liquidation and Dissolution.

As a result of the sale of the Viactiv business, the Company is left with minimal operations. The Board of Directors has determined that it is in the best interests of the Company and its stockholders to approve the voluntary dissolution and liquidation of the Company pursuant to the Plan of Liquidation and Dissolution, which authorizes the Company to liquidate and dissolve in accordance with its terms. However, such decision is 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.

These developments are the result of a broad review of strategic alternatives by the Company’s Board of Directors over the past year.

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.

Forward-Looking Statements

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 applicable 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

Exhibit 99.2

Guardion Health Sciences, Inc.

Unaudited Pro Forma Condensed Balance Sheet

March 31, 2024

									Pro Forma
	Guardion			(A)					Adjusted Guardion
	Health			Pro Forma					Health
	Sciences			Adjustments and Eliminations					Sciences
	Inc.			Debit			Credit		Inc.

Assets
Current assets:
Cash and cash equivalents	$	5,605,035			16,975,000	(1)		725,000	$	21,855,035
Cash held in escrow		-			225,000	(8)				225,000
Accounts receivable, net		2,103,325				(2)		2,094,977		8,348
Inventories		2,134,213				(3)		2,026,575		107,638
Prepaid expenses and other current assets		539,209				(4)		136,208		403,001
Total current assets		10,381,782								22,599,022

Property, plant and equipment, net		25,089								25,089

Total assets	$	10,406,871							$	22,624,111

Liabilities
Current liabilities:
Accounts payable		413,294			323,590	(5)				89,704
Accrued expenses		857,805			157,041	(6)		46,754		747,518
Total current liabilities		1,271,099								837,222

Warrant derivative liability - long-term		5,721,688								5,721,688

Total liabilities		6,992,787								6,558,910

Stockholders’ equity
Common stock, $0.001 par value; 250,000,000 shares authorized; 1,284,156 shares issued and outstanding on March 31, 2024		1,284								1,284
Additional paid-in capital		101,725,811								101,725,811
Retained earnings		(98,313,011	)			(7)		12,498,635		(85,814,376	)

Total stockholders’ equity		3,414,084								15,912,719
Total liabilities and stockholders’ equity	$	10,406,871							$	22,471,629

Pro Forma Adjustments and Eliminations:

	(1)	Cash received from purchase of Activ Nutritional, LLC (“Activ”), less remaining transaction fees and legal fees paid of $725,000.
	(2)	Receivables sold to purchaser as part of the Activ sale.
	(3)	Inventory sold to purchaser as part of the Activ sale.
	(4)	Prepaid assets of $136,208 sold to purchaser as part of Activ sale.
	(5)	Accounts payable assumed by purchaser as part of the Activ sale.
	(6)	Accrued expenses of $7,684 and trade promotional liability of $149,357 assumed by purchaser as part of the Activ sale. Accrued expenses of $46,754 incurred by Guardion related to Activ sale.
	(7)	Purchase Price - $17,200,000 Less: Net Assets - $4,257,760 Add: Net Liabilities - $480,631 Less: Total Transaction fees - $924,236 Calculated Gain on Sale - $12,498,635
	(8)	Cash held in escrow account for 60 days after sale. Escrow amount in relation to transaction closing documents.

Pro Forma Notes:

(A)

On May 31, 2024 (the “Closing Date”), Guardion Health Sciences, Inc. (the “Company”) completed its sale of all of the outstanding equity interests (the “Transaction”) of Activ Nutritional, LLC (“Activ”), a Delaware limited liability company which owns the Viactiv® brand and business and is a wholly-owned subsidiary of Viactiv Nutritionals, Inc (“Viactiv”), a Delaware corporation, which is a wholly-owned subsidiary of the Company to Doctor’s Best Inc., a Delaware corporation (“Doctor’s Best”). The Transaction was closed pursuant to the terms and conditions of an Equity Purchase Agreement among the parties , dated January 30, 2024 (the “Purchase Agreement”), pursuant to which Doctor’s Best acquired all of the outstanding equity interests of Activ from Viactiv for aggregate cash consideration to the Company of $17.2 million (the “Base Purchase Price”), of which $225,000 remains in a third-party escrow account pursuant to the terms of the Purchase Agreement. Doctor’s Best is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding company of Xiamen Kingdomway Group Company, which is listed on the Shenzhen Stock Exchange. The net proceeds received by the Company at closing was $16,250,000.

Assets and Liabilities: The assets and liabilities attributed to Activ Nutritional LLC have been excluded from the Company’s balance sheet as of March 31, 2024.

Guardion Health Sciences, Inc.

Unaudited Pro Forma Condensed Statement of Operations

Year Ended December 31, 2023

									Pro Forma
	Guardion			(A)					Adjusted Guardion
	Health			Pro Forma					Health
	Sciences			Adjustments and Eliminations					Sciences
	Inc.			Debit			Credit		Inc.

Revenue
Nutritional supplements	$	11,907,867			11,907,867	(1)			$	-
Ocular products		340,683								340,683
Total Revenue		12,248,550								340,683

Cost of sales
Nutritional supplements		6,594,082				(1)		6,594,082		-
Ocular products		259,951								259,951
Total Cost of sales		6,854,033								259,951

Gross profit		5,394,517								80,732

Operating expenses
Research and development		150,684				(2)		145,421		5,263
Sales and marketing		1,704,680				(2)		1,653,771		50,909
General and administrative		7,480,925				(3)		1,392,363		6,088,562
Transaction costs related to pending disposition of business		394,546				(4)		394,546		-
Total Operating expenses		9,730,835								6,144,734

Loss from operations		(4,336,318	)							(6,064,002	)

Other income (expense)
Change in fair value of warrant derivative liability		3,984,900								3,984,900
Gain on disposal of VectorVision subsidiary		129,930
Interest income, net		379,520								379,520
Total other income (expense)		4,494,350								4,364,420

Net income (loss)	$	158,032							$	(1,699,582	)

Net income per common share -
Basic and Diluted	$	0.12							$	(1.34	)

Weighted average number of common shares outstanding -
Basic and Diluted		1,270,846								1,270,846

Pro Forma Adjustments and Eliminations:

	(1)	Nutritional supplements revenue and cost of sales are eliminated as Activ business unit was sold.
	(2)	Research and development, sales and marketing, and general and administrative expenses are eliminated as Activ business unit was sold.
	(3)	General and administrative expenses are eliminated as Activ business unit was sold.
	(4)	Transaction fees from sale of Activ are eliminated.

Pro Forma Notes:

(A)

On May 31, 2024 (the “Closing Date”), Guardion Health Sciences, Inc. (the “Company”) completed its sale of all of the outstanding equity interests (the “Transaction”) of Activ Nutritional, LLC (“Activ”), a Delaware limited liability company which owns the Viactiv® brand and business and is a wholly-owned subsidiary of Viactiv Nutritionals, Inc (“Viactiv”), a Delaware corporation, which is a wholly-owned subsidiary of the Company to Doctor’s Best Inc., a Delaware corporation (“Doctor’s Best”). The Transaction was closed pursuant to the terms and conditions of an Equity Purchase Agreement among the parties , dated January 30, 2024 (the “Purchase Agreement”), pursuant to which Doctor’s Best acquired all of the outstanding equity interests of Activ from Viactiv for aggregate cash consideration to the Company of $17.2 million (the “Base Purchase Price”), of which $225,000 remains in a third-party escrow account pursuant to the terms of the Purchase Agreement. Doctor’s Best is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding company of Xiamen Kingdomway Group Company, which is listed on the Shenzhen Stock Exchange. The net proceeds received by the Company at closing was $16,250,000.

		Revenue: Revenue figures have been adjusted due to showing Activ Nutritional LLC sale as of January 1, 2023.
		Expenses: Operating expenses have been adjusted due to showing Activ Nutritional LLC sale as of Janaury 1, 2023.

Guardion Health Sciences, Inc.

Unaudited Pro Forma Condensed Statement of Operations

Three Months Ended March 31, 2024

									Pro Forma
	Guardion			(A)					Adjusted Guardion
	Health			Pro Forma					Health
	Sciences			Adjustments and Eliminations					Sciences
	Inc.			Debit			Credit		Inc.

Revenue
Nutritional supplements	$	2,918,526			2,918,526	(1)			$	-
Ocular products		81,119								81,119
Total Revenue		2,999,645								81,119

Cost of sales
Nutritional supplements		1,776,479				(1)		1,776,479		-
Ocular products		44,167								44,167
Total Cost of sales		1,820,646								44,167

Gross profit		1,178,999								36,952

Operating expenses
Research and development		3,168				(2)		3,168		-
Sales and marketing		361,908				(2)		358,035		3,873
General and administrative		1,834,669				(3)		403,636		1,431,033
Transaction costs related to pending disposition of business		529,690				(4)		529,690		-
Loss on disposal of fixed assets		3,366								3,366
Total Operating expenses		2,732,801								1,438,272

Loss from operations		(1,553,802	)							(1,401,320	)

Other income (expense)
Change in fair value of warrant derivative liability		(3,268,588	)							(3,268,588	)
Interest income, net		75,645								75,645
Total other income (expense)		(3,192,943	)							(3,192,943	)

Net income (loss)	$	(4,746,745	)						$	(4,594,263	)

Net income per common share -
Basic and Diluted	$	(3.71	)						$	(3.59	)

Weighted average number of common shares outstanding -
Basic and Diluted		1,280,306								1,280,306

Pro Forma Adjustments and Eliminations:

	(1)	Nutritional supplements revenue and cost of sales are eliminated as Activ business unit was sold.
	(2)	Research and development, sales and marketing, and general and administrative expenses are eliminated as Activ business unit was sold.
	(3)	General and administrative expenses are eliminated as Activ business unit was sold.
	(4)	Transaction fees from sale of Activ are eliminated.

Pro Forma Notes:

	(A)	On May 31, 2024 (the “Closing Date”), Guardion Health Sciences, Inc. (the “Company”) completed its sale of all of the outstanding equity interests (the “Transaction”) of Activ Nutritional, LLC (“Activ”), a Delaware limited liability company which owns the Viactiv® brand and business and is a wholly-owned subsidiary of Viactiv Nutritionals, Inc (“Viactiv”), a Delaware corporation, which is a wholly-owned subsidiary of the Company to Doctor’s Best Inc., a Delaware corporation (“Doctor’s Best”). The Transaction was closed pursuant to the terms and conditions of an Equity Purchase Agreement among the parties , dated January 30, 2024 (the “Purchase Agreement”), pursuant to which Doctor’s Best acquired all of the outstanding equity interests of Activ from Viactiv for aggregate cash consideration to the Company of $17.2 million (the “Base Purchase Price”), of which $225,000 remains in a third-party escrow account pursuant to the terms of the Purchase Agreement. Doctor’s Best is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding company of Xiamen Kingdomway Group Company, which is listed on the Shenzhen Stock Exchange. The net proceeds received by the Company at closing was $16,250,000.

		Revenue: Revenue figures have been adjusted due to showing Activ Nutritional LLC sale as of January 1, 2023
		Expenses: Operating expenses have been adjusted due to showing Activ Nutritional LLC sale as of January 1, 2023.

Cover	May 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 31, 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