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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 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
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 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. |
v3.24.1.1.u2
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
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Entity Emerging Growth Company |
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Guardion Health Sciences (NASDAQ:GHSI)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Guardion Health Sciences (NASDAQ:GHSI)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025