0001144204-18-032906.txt : 20180606 0001144204-18-032906.hdr.sgml : 20180606 20180605190713 ACCESSION NUMBER: 0001144204-18-032906 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180531 ITEM INFORMATION: Other Events FILED AS OF DATE: 20180606 DATE AS OF CHANGE: 20180605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Guardion Health Sciences, Inc. CENTRAL INDEX KEY: 0001642375 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 474428421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55723 FILM NUMBER: 18882637 BUSINESS ADDRESS: STREET 1: 15150 AVENUE OF SCIENCE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 858-605-9055 MAIL ADDRESS: STREET 1: 15150 AVENUE OF SCIENCE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92128 FORMER COMPANY: FORMER CONFORMED NAME: Guardion Health Sciences, LLC DATE OF NAME CHANGE: 20150513 8-K 1 tv495951_8k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2018

GUARDION HEALTH SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-55723

44-4428421

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

15150 Avenue of Science, Suite 200

San Diego, CA 92128

(Address of principal executive offices, including 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))

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 x

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 8.01

Other Events

On May 31, 2018, Guardion Health Sciences, Inc. (the “Company”) and certain warrant holders entered into agreements to extend the exercise period for warrants to purchase an aggregate of 372,848 shares of the Company’s common stock. Pursuant to the terms of a Note and Warrant Purchase Agreement entered into by the Company and the applicable warrant holders, such warrants were originally issued upon the conversion of certain promissory notes into common stock on May 1, 2015 and were originally scheduled to expire on May 1, 2018, but were previously extended to June 1, 2018 by agreement dated April 30, 2018. The warrants are now scheduled to expire on the earlier of (a) May 31, 2019 or (b) sixty (60) days following the date on which the common stock of the Company becomes listed or approved for listing on a national securities exchange. The exercise price of such warrants remains unchanged at $1.00 per share, but cashless exercise provisions have been eliminated from such warrants.

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.

	By:	/s/ MICHAEL FAVISH
		Name: Michael Favish
		Title: Chief Executive Officer

Date: June 6, 2018

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