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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): August 13, 2024
GUARDION
HEALTH SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38861 |
|
47-4428421 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2925
Richmond Avenue, Suite 1200
Houston,
Texas 77098
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (800) 873-5141
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
GHSI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02 Results of Operations and Financial Condition.
On
August 13, 2024, Guardion Health Sciences, Inc. (the “Company”) issued a press release (“Press Release”) announcing
financial results for the three months and six months ended June 30, 2024. The Press Release is furnished as Exhibit 99.1 to this current
report.
The
information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject
to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly incorporated into a filing of
the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the information contained
in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.
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 Company’s decision to continue to fund or wind-down its operations subsequent to the
sale of the Viactiv business, the sale or other disposition of the Company’s ocular healthcare business, the exploration, timing
and feasibility of alternatives to the Company’s Plan of Liquidation and Dissolution, supply chain disruptions, a potential recession
and the condition of 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.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
GUARDION
HEALTH SCIENCES, INC.
(Registrant) |
| Date:
August 14, 2024 |
|
|
| |
By: |
/s/
Jan Hall |
| |
Name: |
Jan
Hall |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Guardion
Health Sciences Announces Financial Results for the Three Months and Six Months Ended June 30, 2024
Guardion
Also Provides an Update to Stockholders of Significant Recent Developments
HOUSTON,
TEXAS – August 13, 2024 (GLOBE NEWSWIRE) – Guardion Health Sciences, Inc. (Nasdaq: GHSI) (“Guardion” or the “Company”),
a clinical nutrition company that offers science-based, clinically supported products designed for consumer ocular health, today
announced its financial results for the three months and six months ended June 30, 2024, as described below. The Company also provided
an update to stockholders of significant recent developments.
Recent
Developments:
Sale
of Viactiv® Brand and Business
On
May 31, 2024, as previously disclosed publicly, the Company completed the sale of all of the outstanding equity interests of Activ Nutritional,
LLC (“Activ”), which owns the Viactiv® brand and business and was the wholly-owned subsidiary of Viactiv Nutritionals,
Inc., a wholly-owned subsidiary of the Company, pursuant to an equity purchase agreement (the “Agreement”) with Doctor’s
Best Inc. The stockholders of the Company approved the sale of Activ at a Special Meeting of Stockholders held on May 23, 2024.
Activ
was sold 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, to be released in accordance with the terms of the Agreement.
The
operations of Activ have been reported as discontinued operations for all periods presented in the Company’s condensed consolidated
financial statements for the three months and six months ended June 30, 2024 and 2023.
As
a result of the sale of the Viactiv® brand and business, the Company had minimal operations at June 30, 2024.
Stockholder
Approval of Plan of Liquidation and Dissolution
At
the Special Meeting of Stockholders, which was adjourned on May 23, 2024 and reconvened on May 31, 2024, the stockholders approved the
voluntary dissolution and liquidation of the Company pursuant to a 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, in its sole
discretion, to abandon or delay the Plan of Liquidation and Dissolution in the event the Board of Directors determines that another transaction
would be in the best interests of the Company’s stockholders. The Company is actively reviewing alternative transaction proposals
and expects to complete this process during the quarter ending September 30, 2024.
These
developments and strategies are the result of a broad review of strategic alternatives by the Company’s Board of Directors over
the past year.
Liquidity
and Business Plans
As
of June 30, 2024, the Company had $14,822,826 of cash, and working capital (including cash) of $14,374,922. The Board of Directors is
continuing to evaluate whether or not to declare, and the timing of, one or more cash distributions to the Company’s stockholders
in the near-term. The Company expects to make this determination during the quarter ending September 30, 2024.
Financial
highlights for the three months ended June 30, 2024 include the following:
| ● | Total
revenue for ocular products was $72,918 for the three months ended June 30, 2024, as compared
to $79,633 for the three months ended June 30, 2023. |
| | | |
| ● | Gross
profit (loss) was $36,346 for the three months ended June 30, 2024, as compared to $(6,941)
for the three months ended June 30, 2023. |
| | | |
| ● | Gross
margin for the three months ended June 30, 2024 was 49.8%, as compared to (8.7)% for the
three months ended June 30, 2023. |
| | | |
| ● | Total
operating expenses for the three months ended June 30, 2024 were $1,417,672, as compared
to $1,413,443 for the three months ended June 30, 2023. |
| | | |
| ● | Loss
from operations for the three months ended June 30, 2024 was $(1,381,326), as compared to
$(1,420,384) for the three months ended June 30, 2023. |
| | | |
| ● | Loss
from continuing operations was $(2,133,026) for the three months ended June 30, 2024, as
compared to $(1,580,150) for the three months ended June 30, 2023. |
| | | |
| ● | Income
from discontinued operations, including the gain on the sale of discontinued operations of
$12,742,385 in 2024, was $12,457,356 for the three months ended June 30, 2024, as compared
to $407,739 for the three months ended June 30, 2023. |
| | | |
| ● | Net
income for the three months ended June 30, 2024 was $10,324,330, as compared to a net loss
of $(1,172,411) for the three months ended June 30, 2023. |
Financial
highlights for the six months ended June 30, 2024 include the following:
| ● | Total
revenue for ocular products was $154,037 for the six months ended June 30, 2024, as compared
to $173,874 for the six months ended June 30, 2023. |
| ● | Gross
profit was $73,299 for the six months ended June 30, 2024, as compared to $18,740 for the
six months ended June 30, 2023 |
| | | |
| ● | Total
operating expenses for the six months ended June 30, 2024 were $2,855,944, as compared to
$3,150,315 for the six months ended June 30, 2023. |
| | | |
| ● | Loss
from operations for the six months ended June 30, 2024 was $(2,782,645), as compared to $(3,131,575)
for the six months ended June 30, 2023. |
| | | |
| ● | Loss
from continuing operations was $(6,727,289) for the six months ended June 30, 2024, as compared
to $(1,294,242) for the six months ended June 30, 2023. |
| | | |
| ● | Income
from discontinued operations, including the gain on the sale of discontinued operations of
$12,742,385 in 2024, was $12,304,875 for the six months ended June 30, 2024, as compared
to $654,922 for the six months ended June 30, 2023. |
| | | |
| ● | Net
income for the six months ended June 30, 2024 was $5,577,587, as compared to a net loss of
$(639,320) for the six months ended June 30, 2023. |
| | | |
| ● | The
Company had 1,284,156 shares of common stock issued and outstanding at June 30, 2024. |
Redemption
of Warrants
The
closing of the sale of Activ on May 31, 2024 represented a “Fundamental Transaction” pursuant to the terms of the Company’s
Series A Warrants. As a result, within 30 days after the closing of the sale of Activ, each Series A Warrant holder had the option to
elect to have its Series A Warrants redeemed, in whole or in part, for a cash payment based on a calculation of the defined Black-Scholes
value of each warrant as prescribed in the Series A Warrant agreement. Accordingly, during June and July 2024, the Company paid a total
of $5,632,429 and $7,325, respectively, to warrant holders who exercised their redemption rights, in the settlement and redemption of
621,300 Series A warrants. At June 30, 2024, there were 68,800 Series A Warrants that were not redeemed and remained outstanding.
In
addition, 37,000 warrants were issued in February 2022 to the placement agent that facilitated the February 2022 securities offering.
The placement agent warrants had the same “Fundamental Transaction” provisions as described above. The Company paid the Black-Scholes
value of the placement agent warrants of $319,625 to the placement agent, which was recorded as a cost related to the settlement of the
warrants in the accompanying condensed consolidated statement of operations for the three months and six months ended June 30, 2024.
Financial
Results
Additional
information with respect to the Company’s business, operations and financial condition as of June 30, 2024, and for the three
months and six months ended June 30, 2024 and 2023, is contained in the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2024, which has been filed with the SEC and is available at www.sec.gov.
About
Guardion Health Sciences, Inc.
Guardion
Health Sciences, Inc. (Nasdaq: GHSI) is a clinical nutrition company that offers science-based,
clinically supported products designed for consumer ocular health. 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 Company’s decision to continue to fund or wind-down its operations subsequent to the
sale of the Viactiv business, the sale or other disposition of the Company’s ocular healthcare business, the exploration, timing
and feasibility of alternatives to the Company’s Plan of Liquidation and Dissolution, supply chain disruptions, a potential recession
and the condition of 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.
For
more information about Guardion Health Sciences, Inc., Contact:
investors@guardionhealth.com
Phone:
1-800 873-5141 Ext 208
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