8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 31, 2016

GUARDION HEALTH SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-55723	44-4428421
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

15150 Avenue of Science, Suite 200

San Diego, CA 92128

(Address of principal executive offices, with zip code)

Registrant’s telephone number, including area code: (858) 605-9055

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)) 

Item 1.02 Termination of a Material Definitive Agreement

As of December 31, 2016, Guardion Health Sciences, Inc. (the “Company”) converted into equity an aggregate of approximately $1,400,000 principal amount of outstanding indebtedness plus accrued interest held by three different persons, including its Chief Executive Officer and two 5% or greater shareholders. The transactions are as follows:

I. Edward B. Grier, III, a five percent (5%) shareholder, converted a 5% $500,000 Convertible Promissory Note dated May 1, 2015, with $41,644 of accrued interest into 1,408,854 shares of the Company’s Common Stock. The Note was convertible upon the effective date of a 1933 Act or 1934 Act registration statement into shares of Common Stock valued at $500,000 based upon a pre-money $10,000,000 valuation of the Company, or a 4.76% Equity Interest, exclusive of any additional financings.

Mr. Grier also converted four (4) promissory notes dated between November 30, 2015 and August 24, 2016 in the aggregate amount of $210,000 with $14,297 of accrued interest into 224,299 shares of Series A Convertible Preferred Stock with a face value of $1.00 per share, convertible into 373,832 shares of Common Stock at $0.60 per share, with an eight percent (8%) annual dividend, paid quarterly in Common Stock at $0.60 per share.

II. Leon S. Krajian, a five percent (5%) shareholder, converted $250,000 of principal and $33,814 of interest for a total of $283,814 into 283,816 shares of Series A Convertible Preferred Stock with a face value of $1.00 per share and convertible into 473,027 shares of Common Stock.

ACS Associates 401(k) Plan, of which Leon S. Krajian is Administrator, converted $25,000 of principal and $2,038 of interest for a total of $27,038 into 27,039 shares of Series A Convertible Preferred Stock with a face value of $1.00 per share and convertible into 45,064 shares of Common Stock.

III. Michael Favish, Chief Executive Officer and a principal shareholder of the Company, converted an aggregate of $410,959.62 of aggregate indebtedness into 684,933 shares of Common Stock at a conversion rate of $0.60 per share to be held in the name of the Michael Favish Living Trust dated January 31, 2007. The indebtedness to Mr. Favish consisted of unreimbursed expenses and compensation during the past four years.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Name
3.1(i)	Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock with Certificate of Correction
4.1	Form of Preferred Stock Purchase Agreement
4.2	Restricted Stock Purchase Agreement by and between Guardion Health Sciences, Inc. and the Michael Favish Living Trust Dated January 31, 2007

 - 2 -

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.
		/s/ Michael Favish
	By:	Name: Michael Favish
		Title: Chief Executive Officer
Date: January 5, 2017

 - 3 -

EX-3.1(I)

EXHIBIT 3.1(i)

Delaware The First State Page 1 I , JEFFREY W . BULLOCK , SECRETARY OF STATE OF THE STATE OF DELAWARE , DO HEREBY CERTIFY THE ATTACHED I S A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "GUARDION HEALTH SCIENCES , I NC . " , FILED IN THIS OFFICE ON THE TWENTY - SEVENTH DAY OF MAY , A .D . 2016 , AT 12 : 03 O ' CLOCK P .M . A FI LED COPY OF T H I S CER T I FI CATE HAS BEEN NEW CASTLE COUNTY RECORDER OF DEEDS . FORWARDED TO THE 5776811 8 1 00 SR# 20 1 639 1 2746 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 202395951 Date: 05 - 27 - 1 6

State of Delaware Smeta 1 · of State DlrMon of Corporations D•lh md ll:OJ Pll05.nl016 FILED ll:OJ P)I 05'l7'2016 SR 20163912746 - File \ umb•r 5776811 CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF GUARDION HEALTH SCIENCES, INC. ( Pursuant to Section 151 of the Delaware General Corporation Law ) Guardion Health Sciences, Inc . ( the "Corporation" ), a corporation organized and existing under the Delaware General Corporation Law ( the " DGCL " ), by the undersigned Michael Favish, Chief Executive Officer, does hereby certify that the following resolutions were adopted by the Board of Directors of the Corporation ( the "Board of Directors " ) on May 26 , 2016 , pursuant to authority of the Board of Directors as required by Section 151 of the DGCL : WHEREAS, the voting powers, designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations, and restrictions of the Series A Preferred Stock were provided for in a resolution adopted by the Board of Directors of the Corporation on May 26 , 2016 , pursuant to authority granted to, and expressly vested in it, by the provisions of the Certificate of Incorporation of the Corporation . The provisions of Article Fourth of the Certificate of Incorporation of the Corporation filed on June 30 , 2015 , created and authorized ten million ( 10 , 000 , 000 ) shares of preferred stock of the Corporation, $ . 0001 par value per share ( the "Preferred Stock" ) . On May 26 , 2016 , the Board of Directors of the Corporation authorized the issuance of 2 , 000 , 000 shares of the first series of Preferred Stock, designated Series A Convertible Preferred Stock, $ . 0001 par value, with a face value of $ 1 . 00 per share . All 10 , 000 , 000 shares of Preferred Stock have the status of authorized but unissued shares and are available for issuance, and hereby fixes the powers, designation, preferences, relative, participating, optional and other rights of such series of 2 , 000 , 000 shares of Series A Preferred Stock, and the qualifications, limitations and restrictions thereof : in addition to those set forth in said Article Fourth, as follows : " Series A Preferred Stock." I . Number Authorized and D esignation . Of the 10 , 000 , 000 shares of preferred stock authorized under Article Fourth of the Articles of Incorporation, the Corporation shall have the authority to issue 2 , 000 , 000 shares designated as Series A Preferred Stock, $ 1 . 00 Face Value, $ . 0001 par value per share ( "Series A Preferred Stock" ), upon the terms, conditions, rights, preferences and limitations set forth herein . 2. Rights, Preferences and Limitations . The relative rights, preferences and limitations of Series A Preferred Stock are as follows : (a) Rank . The Series A Preferred Stock shall rank ( i ) senior to all of the Common Stock, par value $ . 001 per share ("Common Stock" ) ; ( ii ) senior to any class or series of capital stock of the Corporation hereafter created of whatever subdivision ( collectively, with the Common Stock, "Junior Securities" ; and ( iii ) on parity with any class or series of capital stock of the Corporation created specifically ranking by its terms on parity with the Series A Preferred Stock ( "Parity Securities " ), in each case as to distributions of assets upon liquidation, dissolution

or winding up of the Corporation, whether voluntary or involuntary ( all such distributions being referred to as "Distributions" ). (b) Dividends . The holders of record of Series A Preferred Stock ( a "Holder " ) shall be entitled to receive, only when, as and if declared by the Board of Directors, dividends paid in shares of Conunon Stock of the Corporation, unless earlier converted . Stock dividends shall be payable at the annual rate of eight ( 8 % ) percent, or $ 0 . 08 per share . The number of shares to be issued will be determined by dividing the dividend payable by $ 0 . 60 per share . The initial dividend paid after the date of original issuance of any shares or fractions of a share of Common Stock shall accrue from such date of issuance on a pro rata basis, whether or not earned or declared, and whether or not the Corporation is profitable . Dividends shall be payable to holders of record, as they appear on the stock books of the Corporation on such record dates, quarterly (on the last business day of each calendar quarter ) from the date of issuance, as may be declared by the Board of Directors, not more than sixty ( 60 ) days, nor less than ten ( 10 ) days preceding the payment dates of such dividends . If the dividend on the Series A Preferred Stock, shall have been declared, but not have been paid or set apart in full for the Series A Preferred Stock when payable, the aggregate deficiency shall be cumulative and shall be fully paid or set apart for payment before any dividends shall be paid upon or set apart for, or any other distributions paid made on, or any payments made on account of the purchase, redemption or retirement of, the Common Stock or any other series of Preferred Stock of the Corporation ranking, as to dividends or distributions of assets on liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Stock other than, in the case of dividends or distributions, dividends or distr i butions paid in shares of Common Stock or such other junior ranking stock . When dividends are not paid in full upon the shares or fractions of a share of Series A Preferred Stock, and any other Preferred Stock ranking on a parity as to payment of dividends with this Series A Preferred Stock, all dividends declared upon this Series A Preferred Stock and any other Preferred Stock, ranking on a parity as to dividends with this series shall be declared, pro rata, so that the amount of dividends declared per share or fraction of a share on this Series A Preferred Stock, and such other Preferred Stock shall in all cases bear to each other the same rates that accrued dividends per share on such other Preferred Stock bear to each other . Accumulations of dividends on the Series A Preferred Stock shall not bear interest . Dividends shall be prorated for the period of time that the Series A Preferred Stock is outstanding during any period that is less than a full calendar year, except that in the event of a mandatory conversion event ( as described in subsection ( c )( ii ) below ), the Corporation will pay a minimum of one full year of dividends if the Series A Preferred Stock is converted into common stock prior to the one - year anniversary date of the issuance of the Series A Preferred Stock . (c) (i) Conversion by a Holder . Upon the election of a Holder at any time, commencing January 1 , 2017 , each share of Series A Preferred Stock ( including accrued but unpaid dividends ) shall be convertible, subject to adjustment as described below, at the option of the Holder into shares of Common Stock of the Corporation, at a price equal to $ 0 . 60 per share of Common Stock ( the "Conversion Price" ) . The Conversion Price is subject to adjustment as hereinafter provided, at any time or from time to time upon the terms and in the manner hereinafter set forth in subsection (g) below . - 2 -

(ii) Conversion by the Corporation . Each Share of Series A Preferred Stock not previously converted by the Holder under Subsection ( i ) above, shall automatically be converted at the Corporation's option into Common Stock of the Corporation provided either a registration statement filed with the Securities and Exchange Commission including the Common Stock underlying the Series A Preferred Stock is in effect or all shares of underlying Common Stock may be sold under Rule 144 pursuant to the Securities Act without regard to volume limitations, upon either ( i ) the Corporation receives gross proceeds of at least $ 4 , 000 , 000 in one or more equity financings subsequent to June 30 , 2016 ; or ( ii ) the Corporation's Common Stock is traded on a national securities exchange or in the over - the - counter market for 1 0 consecutive trading days ending within 15 days prior to the date of notice at or above a volume weighted average price of at least $ 2 . 00 per share ( subject to adjustment ) . In the event any shares of Series A Preferred Stock have not been converted into Common Stock by June 30 , 2019 , all outstanding shares of Series A Preferred Stock ( i ncluding accrued but unpaid dividends ) shall automatically be converted by the Corporation into shares of Common Stock at the then effective Conversion Price (as defined above) . The Corporation will continue paying dividends on shares of Series A Preferred Stock through the conversion date . (iii) Mechanics of Conversion . No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock . In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of the Common Stock as determined by the Board of Directors in good faith . Before any holder of Series A Preferred Stock shall be entitled to receive certificates representing shares of Common Stock issuable upon conversion of the Series A Preferred Stock, he shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give fifteen ( 15 ) days' prior written notice to the Corporation at such office that he elects to convert the same, and shall state therein his name or the name or names of his nominees in which he wishes the certificate or certificates for shares of Common Stock to be issued . The Corporation shall, as soon as practicable after receipt of the certificate (s) representing Series A Preferred Stock, issue and deliver at such office to such holder of Series A Preferred Stock, or to his nominee or nominees, a certificate or certificates for the number of shares of Common Stock to which he shall be entitled as aforesaid . Conversions shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date . (iv) Adjustment to Conversion Price for Stock Dividends, Stock Splits and Combinations . In the event the Corporation shall at any time or from time to time effect a subdivision of the outstanding Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and, conversely, in the event the Corporation shall at any time or from time to time combine the outstanding shares of Common Stock, the Conversion Price then in effect - 3 -

- 4 - immediately before the combination shall be proportionately increased . Any adjustment pursuant to this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective . (v) Reservation of Shares . The Corporation shall at all times reserve out its authorized but unissued shares of Common Stock such number of shares of Common Stock as shall from time to time be sufficient to permit the conversion of all of the Series A Preferred Stock then outstanding, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A Preferred Stock, the Corporation shall take such action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose . All shares of Common Stock issued upon due conversion of shares of Series A Preferred Stock shall be validly issued, fully paid and non - assessable . (vi) Rights Upon Conversion . All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall forthwith cease and terminate except only the right of the holder thereof to receive shares of Common Stock in exchange therefore and payment of any accrued and unpaid dividends thereon . (vii) Conversion Holding Limitations . Except in the event of a mandatory conversion by the Corporation in subsection ( c )( ii ) above, in no event shall a Holder be permitted to convert any Series A Preferred Stock to the extent that, upon the conversion of such Series A Preferred Stock, the number of shares of Common Stock beneficially owned by such Holder ( other than shares of Common Stock issuable upon conversion of such Series A Preferred Stock), when added to the number of shares of Common Stock issuable upon the conversion of such would exceed 4 . 99 % of the number of shares of Common Stock then issued and outstanding . As used herein, beneficial ownership shall be determined in accordance with Section 13 (d) of the Securities Exchange Act of 1934 ( the "Exchange Act " ) and the rules thereunder . To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Corporation may otherwise have), the Corporation may rely on the Holder's determination of whether Series A Preferred Stock is convertible pursuant to the terms hereof, the Corporation having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Series A Preferred Stock specified therein are convertible pursuant to the terms hereof . Nothing contained herein shall be deemed to restrict the right of a Holder to convert Series A Preferred Stock at such time as the conversion thereof will not violate the provisions of this paragraph . The limitation contained in this paragraph shall cease to apply to a Holder (x) upon sixty - one ( 61 ) days' prior written notice from such Holder to the Corporation, and (y) immediately upon written notice from such Holder to the Corporation at any time after the public announcement or other disclosure of a Major Transaction or a Change of Control .

- 5 - (d) Voting Rights . ( i ) Except as provided by law or by the other provisions of this Certificate, the shares of Series A Preferred Stock shall entitle the holder to vote on an as converted basis together with the holders of Common Stock as one class . ( ii ) As long as at least twenty percent ( 20 % ) of the shares of Series A Preferred Stock are outstanding, the Corporation will not take any of the following corporate actions (whether by merger, consolidation or otherwise ) without first obtaining the approval (by written consent or vote ) as provided by the DGCL, of the holders of at least a majority of the then outstanding aggregate number of shares of Series A Preferred Stock : (a) amend, alter, change or repeal the preferences, privileges, special rights or other powers of the Series A Preferred Stock, or alter or amend this Certificate of Designation with respect to the Series A Preferred Stock or increase the authorized number of shares of Series A Preferred Stock ; (b) amend, alter, change or repeal the preferences, privileges, special rights or other powers of any capital stock of the Corporation so as to adversely affect the Series A Preferred Stock . (c) create any new class or series of stock having a preference over the Series A Preferred Stock with respect to Distributions ; (d) declare or pay any cash dividend or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities, nor shall any monies be set aside for or applied to the purchase, redemption or otherwise acquire any Junior Securities ; (e) dissolve the Corporation or effectuate a liquidation; (f) enter into any agreement for, or consummate, any merger, recapitalization, reclassification, sale of all or substantially all of the assets of the Corporation, or any acquisition of the stock or assets of another entity ; or (g) enter into any agreement, commitment, understanding or other arrangement to take any of the foregoing actions in ( a ) - (f) above . In the event that the Holders of at least a majority of the outstanding shares of Series A Preferred Stock agree to allow the Company to alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock pursuant to the terms hereof, then the Company will deliver notice of such approved change to the holders of the Series A Preferred Stock that did not agree to such alterations or change ( the "Dissenting Holders " ) and the Dissenting Holders shall have the right for a period of thirty ( 30 ) days following such delivery to convert their Preferred Shares pursuant to the terms hereof as such terms existed prior to such alteration or change, or to continue to hold such Preferred Stock as so modified . No such change shall be effective to the extent that, by its terms, such change applies to less than all of the shares of Series A Preferred Stock then outstanding . ( e) Preemptive Rights. Holders of Series A Preferred Stock shall have no preemptive rights.

- 6 - (f) Liquidation Rights . Upon liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, each Holder of shares of Series A Preferred Stock shall be entitled to receive, immediately after any distribution of securities required by Certificate of Incorporation in preference to any distributions of any of the assets or surplus funds of the Corporation to the holders of Junior Securities and pari passu with any distribution of Parity Securities, an amount equal to $ 1 . 00 per share of Series A Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares before any payments shall be made or any assets distributed to holders of any class of Common Stock . I f , upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation shall be insufficient to pay the holders of shares of the Series A Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Corporation shall be distributed ratably to holders of the shares of the Series A Preferred Stock . All assets remaining thereafter shall then be distributed pari passu, to all the holders of the Series A Preferred Stock (on the basis as if all outstanding shares of Series A Preferred Stock had been converted into Common Stock ) and Common Stock . (g) Anti - Dilution. (i) Ad justment for Dividends, Stock Splits and C ombinations . If outstanding shares of the Common Stock shall be subdivided into a greater number of shares, or a dividend in Common Stock or other securities of the Corporation convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock issuable upon the conversion or exchange of such securities shall be deemed to have been distributed ) shall be paid in respect of the Common Stock, then the Conversion Price in effect immediately prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend, be proportionately reduced, and conversely, if outstanding shares of the Common Stock of the Corporation shall be combined into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall simultaneously with the effectiveness of such combination, be proportionately increased . Any such adjustment to the Conversion Price shall become effective at the close of business on the date the subdivision or combination referred to herein becomes effective . (ii) Ad justments for Other D ividends . If the Corporation at any time, or from time to time, shall make or issue, or fix a record date for the determination of holders of shares of Common Stock entitled to receive a dividend or other distribution payable in securities of the Corporation other than shares of Common Stock or securities convertible into or exchangeable for Common Stock, then and in each such event, provision shall be made so that the holders of Series A Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Corporation which they would have received had their Series A Preferred Stock been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such

 

- 8 - (i) Transfer of Preferred S hares . Upon notice to, and consent by, the Corporation, a Holder may sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Series A Preferred Stock to any person or entity as long as such transaction is the subject of an effective registration statement under the Securities Act or is exempt from registration thereunder . From and after the date of any such sale or transfer, the transferee thereof shall be deemed to be a Holder . Upon any such sale or transfer, the Corporation shall, promptly following the return of the certificate or certificates representing the Series A Preferred Stock that is the subject of such sale or transfer, issue and deliver to such transferee a new certificate in the name of such transferee . (ii) N otices . Any notice, demand or request required or permitted to be given by the Corporation or a Holder shall be in writing and shall be deemed delivered ( i ) when delivered personally or by verifiable facsimile transmission (immediately followed by written confirmation delivered according to another mechanism provided by this section ), unless such delivery is made on a day that is not a Trading Day, ( ii ) on the next Trading Day after timely delivery to an overnight courier and ( iii ) on the Trading Day actually received if deposited in the U . S . mail ( certified or registered mail, return receipt requested, postage prepaid ), addressed as follows : If to the Corporation: Guardion Health Sciences, Inc. 15150 A venue of Science, Suite 200 San Diego, California 92128 Tel: (858) 605 - 9055 Fax: (858) 630 - 5543 and if to any Holder, to such address for such Holder as shall be designated by such Holder in writing to the Corporation. (iii) R emedies . The remedies provided to a Holder in this Certificate shall be cumulative and in addition to all other remedies available to such Holder under this Certificate at law or in equity ( including without limitation a decree of specific performance and/or other injunctive relief) . No remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing contained herein shall limit such Holder's right to pursue actual damages for any failure by the Corporation to comply with the terms of this Certificate . Amounts set forth or provided for herein with respect to payments, conversion and the like ( and the computation thereof ) shall be the amounts to be received by the Holder hereof and shall not, except as expressly provided herein, be subject to any other obligation of the Corporation (or the performance thereof) . The Corporation acknowledges that a material breach by it of its obligations hereunder may cause irreparable harm to the Holders and that the remedy at law for any such breach may be inadequate . The Corporation agrees, in the event of any such breach or threatened breach, each Holder shall be entitled, in addition to all other available remedies, to seek an injunction retraining any breach, without the necessity of showing economic loss and without any bond or other security or indemnity being required .

- 9 - (iv) Failure of Delay not Waiver . No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof or of any other right, power or privilege . (v) R edemption. The Series A Preferred Stock shall not be redeemable. The Certificate of Designation herein certified has been duly adopted m accordance with the provisions of Section 151 of the DGCL of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation of Series A Preferred Stock to be duly executed by its Chief Executive Officer this 26 th day of May, 2016 . Isl Michael Favish Michael Pavish Chief Executive Officer

State of Delawa re Secretary of State Dirision of Corporations Delivered 02:30 P'.11 06i07i2016 FILED 02:30 P'.1106107/2016 SR 20164339123 - File umber 5776811 S T ATE OF DELAWARE CERTIFICATE OF CORRECTION Guard ion Health Sciences , Inc . , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: L 2. The name of the corporation is _ Guard on ._Health Sciences , Inc . That a Certificate of Certificate of Desiqnation ( Title of Certificate Being Corrected) was filed by the Secretary of State of Delaware on _ 5 . ; / _ _ 2 _ 7 - ' / - _ 2 _ 0 _ 1 _ 6 _ and that said Certificate requires correction as pennitted by Section 1 03 of the General Corporation Law of the State of Delaware. The i naccuracy or defect of said Certificate is: ( must be specific) 3. The par value of the preferred shares was incorrectly stated as $.0001 instead of $ . 001. 4. Article 1 of the Certificate is corrected to read as follows: attached

CERTIFICATE OF DESIGNATlON OF THE RIGHTS, PREFER F : NCES, PRIVILEGES AND RESTRICTIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF GUARDION HEA I ... TH SCIENCES, INC. ( Pursuant to Section 151 of the Delaware General Corporation Law ) Guardion Health Sciences, Inc . (the " Corporation" ), a corporation organized and existing under the Delaware General Corporation Law (the "DGCL" ), by the undersigned Michael Favish, Chief Executive Officer, dues hereby certify that the following resolutions were adopted by the Board of Directors of the Corporation ( the "Board of Directors") on May 26 , 2016 , pursuant to authority of the Bo a rd of Directors as required by Section 1 5 l of the DGCL : WHEREAS . the voting powers, designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations, and restrictions of the Series A Preferred Stock were provided for in a resolution adopted by the Board of Directors of the Corporation on May 26 , 2016 , pursuant to authority granted to, and expressly vested in it, by the provisions of the Certificate of Incorporation of the Corporation . The provisions of Article Fourth of the Certificate of Incorporation of the Corporation filed on June 30 , 2015 , created and authorized ten million ( 10 , 000 , 000 ) shares of preferred stock of the Corporation, $ . 001 par value per share ( the "Preferred Stock" ) . On May 26 . 2016 , the Board of Directors of the Corporation authorized the issuance of 2 , 000 , 000 shares of the first series of Prefoned Stock, designated Series A Convertible Preferred Stock, $ . 00 I par value, with a face value of $ l . 00 per share . All l 0 , 000 , 000 shares of Preferred Stock have the status of authorized but unissued shares and arc available for issuance, and hereby fixes the powers, designation, preferences, relative, pr u 1 icipating, optional ru 1 d other rights of such series of 2 , 000 , 000 shares of Series A Preferred Stock, and the qualifications, limitations and restrictions thereot : m addition to those set forth in said Article Fourth, as follows : " Series A Preferred Stock . ' " Number Authorized and Designation. Of the I 0,000,000 shares of preferred stock I. authorized under Article Fourth of the Articles of Incorporation, the Corporation shall have the autJ10rity to issue 2,000,000 shares designated as Series A Preferred Stock, $1.00 Face Value, $.00 l par value per share ( " Series A Preferred Stock " ), upon the terms, conditions, rights, preferences and limitations set forth herein.

EX-4.1

EXHIBIT 4.1

GUARDION HEALTH SCIENCES, INC.

PREFERRED STOCK PURCHASE AGREEMENT

This PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) effective as of November , 2016 (the “Effective Date”) is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (“SELLER”) and (“PURCHASER”).

WITNESSETH

A.           WHEREAS, SELLER is selling shares of Series A Convertible Preferred Stock, $0.001 par value, with a face value of $1.00 per share convertible into shares of Common Stock of SELLER at $0.60 per share under certain conditions, with an 8% annual dividend, paid quarterly in Common Stock at $0.60 per share, and certain other preferential rights as more fully set forth below (the “Preferred Shares”) and as more fully set forth in SELLER’s term sheet, which is incorporated herein by this reference (the “Term Sheet”), in a private placement to accredited investors with whom SELLER has a pre-existing relationship (the “Private Placement” or “Placement”).

B.           WHEREAS, PURCHASER is hereby provided the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock of Guardion Health Sciences, Inc. (the “Certificate of Designation”) which describes all of the rights and other features of the Preferred Shares, a true and correct copy of which is attached hereto as Exhibit A and is incorporated herein by this reference.

C.           WHEREAS, SELLER desires to issue and PURCHASER desires to purchase shares of Preferred Stock of SELLER on the terms and conditions hereinafter set forth.

AGREEMENT

NOW THEREFORE, in consideration of the recitals (each of which is incorporated herein by this reference), covenants, conditions, and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

SALE AND PURCHASE OF THE SHARES

1.1           Sale of the Shares. Upon the execution of this Agreement, subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER hereby sells to PURCHASER, and PURCHASER hereby purchases from SELLER, the Preferred Shares.

1.2           Number of Shares, Consideration and Payment. Contemporaneously with the execution of this Agreement, SELLER hereby issues and sells and PURCHASER hereby purchases Thousand ( ,000) Preferred Shares for an aggregate consideration of XX Thousand Dollars ($ ,000) (the “Purchase Price”) whereupon PURCHASER shall submit payment in accordance with the payment instructions attached hereto as Exhibit B.

1.3           Instruments of Conveyance and Transfer. This Agreement shall evidence conveyance and transfer of the Preferred Shares, however, upon request, PURCHASER may request a certificate or certificates representing the Preferred Shares to PURCHASER as shall be effective to vest in PURCHASER all right, title and interest in and to all of the securities underlying the Preferred Shares, and PURCHASER shall acknowledge receipt of such certificate or certificates.

ARTICLE 2

REPRESENTATIONS AND COVENANTS OF SELLER

2.1          The SELLER hereby represents and warrants that:

(a)          It shall transfer title, in and to the Preferred Shares, to the PURCHASER free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent, except as set forth in Paragraph 2.2 herein.

2.2          Upon request, or as soon as practicable thereafter, the SELLER shall deliver to the PURCHASER certificates representing the securities underlying the Preferred Shares subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate(s), which legend shall provide, in substantial form, as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES.)

2.3           Due Incorporation. SELLER is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as currently being conducted. SELLER’s Amended and Restated Bylaws and Amended Certificate of Incorporation are available at the SEC’s website, www.sec.gov. SELLER, as of the date hereof, has no subsidiaries. SELLER is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, unless the failure to be so qualified or in good standing, as the case may be, would not have or would not reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of this Agreement or any other document in connection with the Placement, (ii) a material adverse effect on the results of operations, assets, business or financial condition of SELLER, or (iii) a material adverse effect on SELLER’s ability to perform in any material respect on a timely basis its obligations under this Agreement (any of (i), (ii) or (iii), constituting a “Material Adverse Effect”).

2.4           Capitalization; Ownership of Shares. The authorized capital stock of SELLER consists of 90,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. As of April 25, 2016, there are approximately 25,253,347 shares of Common Stock issued and/or issuable on a fully diluted basis, as follows: (i) 22,031,396 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, (ii) approximately 1,946,166 shares of Common Stock issuable upon exercise of outstanding warrants; and (iii) 1,275,785 shares of Common Stock issuable upon conversion of certain promissory notes (collectively the “Securities”). Except for the transactions contemplated hereby and as described herein, there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Common Stock or obligating SELLER to issue or sell any shares of Common Stock, or any other interest in, SELLER. All outstanding shares of capital stock of SELLER were issued, sold and delivered in material compliance with all applicable federal and state securities laws and the similar laws of other foreign jurisdictions as may be applicable. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Placement or otherwise. The issue and sale of the Preferred Shares will not obligate SELLER to issue shares of Common Stock or other securities to any person (other than PURCHASERS) and will not result in a right of any holder of SELLER securities to adjust the exercise, conversion, exchange or reset price under such securities.

2.5           Authority; Enforceability. This Agreement and the Securities have been duly authorized, executed and delivered by SELLER and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity, and SELLER has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder. All corporate action on the part of SELLER by its officers, directors and stockholders necessary for the authorization, execution and delivery of, and the performance by SELLER of its obligations under this Agreement has been taken.

2.6           Consents. No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over SELLER, or over any of its affiliates, FINRA, Nasdaq, the OTC Bulletin Board nor SELLER’s stockholders is required for execution of this Agreement and all other agreements entered into by SELLER relating thereto, including, without limitation, the issuance and sale of the Securities, and the performance of SELLER’s obligations hereunder and under all such other Agreements identical to this one except for the identity of the PURCHASERS and Share amounts.

2.7          No Violation or Conflict. Assuming the representations and warranties of PURCHASER herein are true and correct, neither the execution and delivery of this Agreement nor the issuance and sale of the Securities nor the performance of SELLER’s obligations under this Agreement and all other agreements entered into by SELLER relating thereto by SELLER will:

(i)          violate, conflict with, result in a material breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) or give to others any rights of termination, amendment, acceleration or cancellation under (A) the Certificate of Incorporation or Bylaws of SELLER, (B) any decree, judgment, order, law, treaty, rule, regulation or determination applicable to SELLER of any court, governmental agency or body, or arbitrator having jurisdiction over SELLER or any of its affiliates (including federal and state securities laws and regulations) or over the properties or assets of SELLER or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which SELLER or any of its affiliates is a party, by which SELLER or any of its affiliates is bound or affected, or to which any of the properties or assets of SELLER or any of its affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which SELLER, or any of its affiliates is a party except the violation, conflict, breach, or default of which would not have a Material Adverse Effect on SELLER; or

(ii)         result in the creation or imposition of any lien, charge or encumbrance upon the securities or any of the assets of SELLER or any of its affiliates.

2.8          The Preferred Shares. The Preferred Shares upon issuance:

(i)          are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and any applicable state securities laws;

(ii)         have been, or will be, duly and validly authorized and on the date of issuance will be duly and validly issued, fully paid and nonassessable (and if eventually registered pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that each PURCHASER complies with the prospectus delivery requirements of the 1933 Act and any state securities laws);

(iii)        will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of SELLER; and

(iv)        will not subject the holders thereof to personal liability by reason of being such holders.

2.9          Litigation. There is no pending or, to the knowledge of SELLER, threatened action, suit, proceeding inquiry, notice of violation, or investigation before any court, governmental or administrative agency or regulatory body (federal, state, county, local or foreign), or arbitrator having jurisdiction over SELLER, or any of its affiliates that would challenge the legality, validity or enforceability of this Agreement and/or the Placement, or otherwise affect the execution by SELLER or the performance by SELLER of its obligations under this Agreement, and all other agreements entered into by SELLER relating hereto. Except as disclosed herein or in the Form S-1 Registration Statement SELLER filed on February 11, 2016 with the Securities and Exchange Commission (“SEC”) (“SELLER’S S-1”), there is no pending or, to the knowledge of SELLER, threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over SELLER, or any of its affiliates which litigation if adversely determined would have a Material Adverse Effect on SELLER.

2.10        Defaults; Permits. SELLER is not in violation of its Certificate of Incorporation or By-Laws. SELLER is (i) not in default under or in violation of any other material agreement or instrument to which it is a party or by which it or any of its properties are bound or affected, which default or violation would have a Material Adverse Effect on SELLER, (ii) not in default with respect to any order of any court, arbitrator or governmental body or subject to or party to any order of any court or governmental authority arising out of any action, suit or proceeding under any statute or other law respecting antitrust, monopoly, restraint of trade, unfair competition or similar matters, or (iii) to its knowledge in violation of any statute, rule or regulation of any governmental authority which violation would have a Material Adverse Effect on SELLER. SELLER possesses all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses other than where the failure to possess such certificates, authorizations or permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. SELLER has not received any notice or otherwise become aware of any proceedings, inquiries or investigations relating to the revocation or modification of any such certificate, authorization or permit.

2.11        No General Solicitation. Neither SELLER, nor any of its affiliates, nor to SELLER’s knowledge, any person acting on its or their behalf, has, directly or indirectly made any offers or sales of any security or solicited any offers to buy any security that would cause the offer of the Preferred Shares pursuant to this Agreement to be integrated with prior offerings or private placements by SELLER for purposes of the 1933 Act or any applicable stockholder approval provisions. Neither SELLER nor any of its affiliates will take any action or steps that would cause the offer of the Preferred Shares to be integrated with other offerings if such integration would eliminate the exemption relied on hereunder. Neither SELLER nor any of its affiliates, nor to SELLER’s knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Units.

2.12        Disclosure. None of the representations and warranties of SELLER appearing in this Agreement contains, or on December 31, 2016, the closing date of this Placement or the effective date of SELLER’S S-1, whichever is sooner (the “Closing” or “Closing Date”) will contain any untrue statement of a material fact or omits, or on the Closing will omit, to state any material fact required to be stated herein or therein in order for the statements herein or therein, in light of the circumstances under which they were made, not to be misleading.

2.13        No Undisclosed Liabilities or Events. SELLER has no liabilities or obligations which are material, individually or in the aggregate, which are not disclosed herein or in SELLER’S S-1, other than those incurred in the ordinary course of SELLER’s businesses since inception. There has been no event or circumstance that has occurred or exists with respect to SELLER or its businesses, properties, operations or financial condition, that, under applicable law, rule or regulation, requires disclosure but which has not been so publicly announced or disclosed in SELLER’S S-1.

2.14        Intellectual Property. SELLER owns, free and clear of claims or rights of any other person, with full right to use, sell, license, sublicense, dispose of, and bring actions for infringement of, or has acquired licenses or other rights to use, all intellectual property necessary for the conduct of its business as presently conducted, other than with respect to “off-the-shelf” software which is generally commercially available and open source software which may be subject to one or more “general public” licenses. A complete list of patents, pending patent applications and all other intellectual property can be found in SELLER’S S-1 and is available upon request from SELLER. The business of SELLER as presently conducted does not, to SELLER’s knowledge, infringe or conflict with any patent, trademark, copyright, or trade secret rights of any third parties or any other intellectual property of any third parties. SELLER has not received written notice from any third party asserting that any intellectual property owned or licensed by SELLER, or which SELLER otherwise has the right to use, is invalid or unenforceable by SELLER and, to SELLER’s knowledge, there is no valid basis for any such claim (whether or not pending or threatened). No claim is pending or, to SELLER’s knowledge, threatened against SELLER nor has SELLER received any written notice or other written claim from any person asserting that any of SELLER’s present or contemplated activities infringe or may infringe in any material respect any intellectual property of such person, and SELLER is not aware of any infringement by any other Person of any material rights of SELLER under any intellectual property rights. SELLER has taken all steps required in accordance with commercially reasonable business practice to establish and preserve its respective ownership in its intellectual property and to keep confidential all material technical information developed by or belonging to SELLER which has not been patented or copyrighted.

2.15        Investment Company Status. SELLER is not, and immediately after receipt of the Final Closing will not be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and SELLER shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

2.16        Taxes. SELLER (i) has prepared in good faith and duly and timely filed all tax returns required to be filed by it or is on a current extension and such returns are complete and accurate in all material respects and (ii) has paid all taxes required to have been paid by it, except for taxes which it reasonably disputes in good faith or the failure of which to pay has not had or would not reasonably be expected to have a Material Adverse Effect. SELLER has no any liability with respect to accrued taxes in excess of the amounts that are described as accrued in the most recent financial statements included in SELLER’S S-1.

2.17        Transactions with Interested Persons. Except as described in the Seller’s S-1, no officer, director, employee or affiliate of SELLER is or has taken any steps to become a party to any transaction with SELLER (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of SELLER, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

2.18        No Other Agreements. SELLER has not, directly or indirectly, entered into any agreement with or granted any right to any PURCHASER relating to the terms or conditions of the transactions contemplated by this Agreement or the other Offering Documents except as expressly set forth therein.

2.19        Correctness of Representations. SELLER represents that the foregoing representations and warranties are true and correct as of the date hereof in all material respects. The foregoing representations and warranties shall survive until one year after the Closing Date.

2.20        Reissuance of Securities. SELLER agrees to reissue certificates representing the Preferred Shares and underlying Common Stock without the legends set forth above, (a) at such time as the holder thereof is permitted to dispose of the Common Stock without volume or manner of sale restrictions pursuant to Rule 144 under the 1933 Act in the opinion of counsel reasonably satisfactory to SELLER, or (b) upon resale subject to an effective registration statement concerning the resale of the shares of Common Stock underlying the Preferred Shares is registered under the 1933 Act. SELLER agrees to cooperate with each PURCHASER in connection with all resales pursuant to Rule 144 and to provide legal opinions at SELLER’s expense necessary to allow such resales provided SELLER and its counsel receive reasonably requested written representations from each PURCHASER and its selling broker, if any.

ARTICLE 3

REPRESENTATIONS AND COVENANTS OF PURCHASER

3.1.         The PURCHASER hereby represents and warrants that:

(a)          PURCHASER acknowledges that it has been provided with, and has carefully read, the Certificate of Designation attached hereto as Exhibit A, which describes all of the rights and other features of the Preferred Shares. Although I have been given a copy of the SELLER’S Registration Statement on Form S-1 filed with the SEC. I had a pre-existing relationship with the SELLER and did not learn of the SELLER through this filing with the SEC. PURCHASER and its representatives have had the opportunity to meet with or talk with representatives of SELLER and have had the opportunity to ask questions of, and receive answers from, representatives of SELLER concerning SELLER, and the terms and conditions of this transaction, as well as to obtain any information requested by PURCHASER. PURCHASER believes that any questions raised by PURCHASER or its representatives have been answered to the satisfaction of PURCHASER and its representatives. PURCHASER’s decision to purchase the Preferred Shares is based, in part, on the answers to such questions as PURCHASER and its representatives have raised concerning the transaction, and is based in part on its own evaluation of the risks and merits of the purchase and SELLER’s proposed business activities.

3.2.          PURCHASER has been advised that the Preferred Shares have not been registered under the 1933 Act, or qualified under the securities law of any state, on the ground, among others, that no distribution or public offering of the Preferred Shares is to be effected and the Preferred Shares will be issued by SELLER in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act and/or Rule 506 of Regulation D as promulgated by the SEC under the 1933 Act, and under any applicable state blue sky authority. PURCHASER understands that SELLER is relying in part on PURCHASER's representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding PURCHASER's representations, PURCHASER has in mind merely acquiring Shares for resale on the occurrence or nonoccurrence of some predetermined event. PURCHASER has no such intention.

3.3.          PURCHASER acknowledges that the securities underlying the Preferred Shares will be "restricted securities" (as such term is defined in Rule 144 promulgated under the 1933Act ("Rule 144")), that the securities underlying the Preferred Shares will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the securities underlying the Preferred Shares cannot be sold for a period of one year, notwithstanding other restrictions that apply to the Preferred Shares as more fully set forth in this Agreement, from the date of issuance unless registered with the SEC and qualified by appropriate state securities regulators, or unless PURCHASER obtains written consent from the SELLER and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

3.4.          The PURCHASER has the full right, power and authority to enter into this Agreement and to carry out and consummate the transaction contemplated herein. This Agreement constitutes the legal, valid and binding obligation of PURCHASER.

3.5.          The PURCHASER acknowledges that investment in the Preferred Shares involves substantial risks and is suitable only for persons of adequate financial means who can bear the economic risk of an investment in the Preferred Shares for an indefinite period of time. PURCHASER further represents that he or she:

(1)         has adequate means of providing for his or her current needs and possible personal contingencies, has no need for liquidity in his or her investment in the Preferred Shares, is able to bear the substantial economic risks of an investment in the Preferred Shares for an indefinite period, and, at the present time, can afford a complete loss of his investment;

(2)         does not have an overall commitment to investments which are not readily marketable that is disproportionate to his or her net worth, and that his or her investment in the Preferred Shares will not cause such overall commitment to become excessive;

(3)         is acquiring the Preferred Shares for his or her own account, for investment purposes only and not with a view toward resale, assignment or distribution thereof, and no other person has a direct or indirect, beneficial interest, in whole or in part, in such Preferred Shares;

(4)         has such knowledge and experience in financial, tax and business matters that he or she is capable of evaluating the merits and risks of an investment in the Preferred Shares; and

(5)         has been given the opportunity to ask questions of and to receive answers from persons acting on the SELLER’S behalf concerning the terms and conditions of this transaction and also has been given the opportunity to obtain any additional information which the SELLER possesses or can acquire without unreasonable effort or expense. As a result, PURCHASER has available sufficient information concerning the affairs of the SELLER and has been able to evaluate the merits and risks of the investment in the Preferred Shares.

ARTICLE 4

AMENDMENT AND WAIVER

4.1          Waiver and Amendment. Any term, provision, covenant, representation, warranty or condition of this Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party's right at a later time to enforce the same. No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all parties hereto.

ARTICLE 5

MISCELLANEOUS

5.1          Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

5.2          Notices. All notices provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier or sent by registered or certified mail (air mail if overseas), return receipt requested, electronic mail or facsimile transmission. Notices shall be deemed to have been received on the date of personal delivery, electronic mail, facsimile transmission, or if sent by overnight courier or messenger, shall be deemed to have been received on the next delivery day after deposit with the courier, or if sent by certified or registered mail, return receipt requested, shall be deemed to have been received on the third business day after the date of mailing. Notices shall be sent to the addresses set forth opposite to each parties’ signature below.

5.3          Arbitration. If a dispute or claim shall arise with respect to any of the terms or provisions of this Agreement, or with respect to the performance by either of the parties under this Agreement, then either party may, by notice as herein provided, require that the dispute be submitted under the Commercial Arbitration Rules of the American Arbitration Association to an arbitrator in good standing with the American Arbitration Association within Thirty (30) days after such notice is given. The written decision of the single arbitrator ultimately appointed by or for both parties shall be binding and conclusive on the parties. Judgment may be entered on such written decision by the single arbitrator in any court having jurisdiction and the parties consent to the jurisdiction of the State of California for this purpose. Any arbitration undertaken pursuant to the terms of this section shall occur in a venue determined by the SELLER.

5.4          Choice of Law and Venue. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Any action brought by any party hereto shall be brought in a venue determined by the SELLER.

5.5          Jurisdiction. The parties submit to the jurisdiction of the Courts of the State of California, County of San Diego, or a Federal Court empaneled in the State of California, Southern District, for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

5.6          Counterparts. This Agreement may be executed electronically or via facsimile and in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

5.7          Attorneys' Fees. Except as otherwise provided herein, if a dispute should arise between the parties including, but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall be a premium for result or for risk of loss under a contingency fee arrangement.

5.8          Taxes. Any income taxes required to be paid in connection with the Closing hereunder, shall be borne by the party required to make such payment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this Preferred Stock Purchase Agreement as of the day and year first above written.

PURCHASER	SELLER
	Guardion Health Sciences, Inc.
Signature:	Signature:
Print Name:	Michael Favish
Social Security/Tax ID #:	Chief Executive Officer
Date:	Date:
Address for notices:	Address for notices:
	15150 Avenue of Science, Suite 200
	San Diego, CA 92128
Phone:	Phone:  858-605-9055
Fax:	Fax:      858-630-5543
Email:

EX-4.2

EXHIBIT 4.2

GUARDION HEALTH SCIENCES, INC.

RESTRICTED STOCK PURCHASE AGREEMENT

This RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) effective as of December 31, 2016 (the “Effective Date”) is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (“SELLER”) and Michael Favish Living Trust Dated Jan 31, 2007 (“PURCHASER”).

WITNESSETH

A.           WHEREAS, SELLER desires to issue and PURCHASER desires to purchase shares of Common Stock of SELLER on the terms and conditions hereinafter set forth.

B.           WHEREAS, Michael Favish is a service provider to SELLER, more specifically the Chief Executive Officer and Chairman, and has certain amounts due and owing that are accrued on the books of SELLER, totaling $410,959.62 as of December 31, 2016 (the “Accrual”).

C.           WHEREAS, the purchase of certain shares hereunder shall be satisfied by exchanging the Accrual for shares of Common Stock at $0.60 per share to purchase a total of 684,933 shares of Common Stock.

AGREEMENT

NOW THEREFORE, in consideration of the recitals, covenants, conditions, and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

SALE AND PURCHASE OF THE SHARES

1.1           Sale of the Shares. Upon the execution of this Agreement, subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

1.2           Instruments of Conveyance and Transfer. This Agreement shall evidence issuance, conveyance and transfer of the Shares, however, upon request, SELLER shall deliver a certificate or certificates representing the Shares to PURCHASER as shall be effective to vest in PURCHASER all right, title and interest in and to all of the securities underlying the Shares, and PURCHASER shall acknowledge receipt of such certificate or certificates.

1.3           Number of Shares, Consideration and Payment. Contemporaneously with the execution of this Agreement, SELLER hereby issues and sells and PURCHASER hereby purchases Six Hundred Eighty-Four Thousand Nine Hundred Thirty-Three (684,933) Shares of Common Stock (the “Shares”) for an aggregate consideration of Four Hundred Ten Thousand Nine Hundred Fifty-Nine Dollars and Sixty-Two Cents ($410,959.62) (the “Purchase Price”) whereupon payment and receipt is acknowledged in the recitals, and upon this Agreement being fully executed and any other approvals required, the purchase shall be complete as of the Effective Date (the “Closing”).

ARTICLE 2

REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER

2.1          The SELLER hereby represents and warrants that:

(a)          It shall transfer title, in and to the Shares, to the PURCHASER free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent, except as set forth in Paragraph 2.2 herein.

2.2          Upon request, or as soon as practicable thereafter, the SELLER shall deliver to the PURCHASER certificates representing the securities underlying the Shares subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate(s), which legend shall provide, in substantial form, as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES.)

2.3.         The PURCHASER hereby represents and warrants that:

(a)          PURCHASER has been advised that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under the securities law of any state, on the ground, among others, that no distribution or public offering of the Shares is to be effected and the Shares will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act and/or Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission under the Act, and under any applicable state blue sky authority. PURCHASER understands that the Company is relying in part on PURCHASER's representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding PURCHASER's representations, PURCHASER has in mind merely acquiring Shares for resale on the occurrence or nonoccurrence of some predetermined event. PURCHASER has no such intention.

(b)          PURCHASER acknowledges that the securities underlying the Shares will be "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144")), that the securities underlying the Shares will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the securities underlying the Shares cannot be sold for a period of one year, notwithstanding other restrictions that apply to the Shares as more fully set forth in this Agreement, from the date of issuance unless registered with the SEC and qualified by appropriate state securities regulators, or unless PURCHASER obtains written consent from the SELLER and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

(c)          The PURCHASER has the full right, power and authority to enter into this Agreement and to carry out and consummate the transaction contemplated herein. This Agreement constitutes the legal, valid and binding obligation of PURCHASER.

(d)          The PURCHASER acknowledges that investment in the Shares involves substantial risks and is suitable only for persons of adequate financial means who can bear the economic risk of an investment in the Shares for an indefinite period of time. PURCHASER further represents that he or she:

(1)         has adequate means of providing for his or her current needs and possible personal contingencies, has no need for liquidity in his or her investment in the Shares, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, and, at the present time, can afford a complete loss of his investment;

(2)         does not have an overall commitment to investments which are not readily marketable that is disproportionate to his or her net worth, and that his or her investment in the Shares will not cause such overall commitment to become excessive;

(3)         is acquiring the Shares for his or her own account, for investment purposes only and not with a view toward resale, assignment or distribution thereof, and no other person has a direct or indirect, beneficial interest, in whole or in part, in such Shares;

(4)         has such knowledge and experience in financial, tax and business matters that he or she is capable of evaluating the merits and risks of an investment in the Shares; and

(5)         has been given the opportunity to ask questions of and to receive answers from persons acting on each of the SELLERS' behalf concerning the terms and conditions of this transaction and also has been given the opportunity to obtain any additional information which each of the SELLERS possess or can acquire without unreasonable effort or expense. As a result, PURCHASER has available sufficient information concerning the affairs of the SELLER and has been able to evaluate the merits and risks of the investment in the Shares.

ARTICLE 3

AMENDMENT AND WAIVER

3.1           Waiver and Amendment. Any term, provision, covenant, representation, warranty or condition of this Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party's right at a later time to enforce the same. No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all parties hereto.

ARTICLE 4

MISCELLANEOUS

4.1           Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

4.2           Notices. All notices provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier or sent by registered or certified mail (air mail if overseas), return receipt requested, electronic mail or facsimile transmission. Notices shall be deemed to have been received on the date of personal delivery, electronic mail, facsimile transmission, or if sent by overnight courier or messenger, shall be deemed to have been received on the next delivery day after deposit with the courier, or if sent by certified or registered mail, return receipt requested, shall be deemed to have been received on the third business day after the date of mailing. Notices shall be sent to the addresses set forth opposite to each parties’ signature below.

4.3           Arbitration. If a dispute or claim shall arise with respect to any of the terms or provisions of this Agreement, or with respect to the performance by either of the parties under this Agreement, then either party may, by notice as herein provided, require that the dispute be submitted under the Commercial Arbitration Rules of the American Arbitration Association to an arbitrator in good standing with the American Arbitration Association within Thirty (30) days after such notice is given. The written decision of the single arbitrator ultimately appointed by or for both parties shall be binding and conclusive on the parties. Judgment may be entered on such written decision by the single arbitrator in any court having jurisdiction and the parties consent to the jurisdiction of the State of California for this purpose. Any arbitration undertaken pursuant to the terms of this section shall occur in a venue determined by the SELLER.

4.4           Choice of Law and Venue. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Any action brought by any party hereto shall be brought in a venue determined by the Corporation.

4.5           Jurisdiction. The parties submit to the jurisdiction of the Courts of the State of California, County of San Diego, or a Federal Court empaneled in the State of California, Southern District, for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

4.6           Counterparts. This Agreement may be executed electronically or via facsimile and in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

4.7           Attorneys' Fees. Except as otherwise provided herein, if a dispute should arise between the parties including, but not limited to arbitration, the prevailing party shall be reimbursed by the nonprevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall be a premium for result or for risk of loss under a contingency fee arrangement.

4.8           Taxes. Any income taxes required to be paid in connection with the Closing hereunder, shall be borne by the party required to make such payment.

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Purchase Agreement as of the day and year first above written.

PURCHASER		SELLER
Michael Favish Living Trust Dated Jan 31, 2007		Guardion Health Sciences, Inc.
Signature:	/s/ Michael Favish	Signature:	/s/  Robert N. Weingarten
Michael Favish, Trustee		Robert N. Weingarten
Social Security/Tax ID #: ###-##-####		Director
Date: 12/31/16		Date:  12/31/16
Address for notices:		Address for notices:
8196 Santaluz Village Green North San Diego, CA 92127		15150 Avenue of Science, Suite 200 San Diego, CA 92128

Phone:	619-417-9966	Phone:	858-605-9055
Email:	mfavish@san.rr.com	Fax:	858-630-5543