UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 21, 2023 (the “Effective Date”), Guardion Health Sciences, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”), with its Chief Accounting Officer, Katie Cox. The term of the Employment Agreement will commence on the Effective Date and will continue until terminated by either party for any reason. Pursuant to the Employment Agreement, Ms. Cox shall receive an annual base salary of $225,000, (the “Base Salary”), subject to withholding, and payable in accordance with the Company’s regular payroll practices. Ms. Cox will be eligible to receive a bonus on an annual basis, which shall be awarded in the sole discretion of the Company’s board of directors, and shall be eligible to participate in any bonus program adopted by the Company for similarly situated employees.
In addition, Ms. Cox will be eligible to participate in such retirement, life insurance, fringe and other employee benefit plans that the Company maintains for its full-time employees (collectively, the “Benefits”), and shall be eligible to be reimbursed for reasonable documented business expenses. Furthermore, any compensation paid to Ms. Cox will be subject to clawback as may be required by law or otherwise.
In the event Ms. Cox terminates her employment for Good Reason (as defined in the Employment Agreement), or the Company terminates her employment without Cause (as defined in the Employment Agreement), including due to a Change in Control (as defined in the Employment Agreement), Ms. Cox will be entitled to severance in the form of three (3) months of Base Salary and continuation of Benefits, payable in accordance with the Company’s normal payroll practices, with the first payment commencing within 45 days of the termination date.
The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Employment Agreement dated as of September 21, 2023 by and between Guardion Health Sciences, Inc. and Katie Cox | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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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. | ||
| Date: September 26, 2023 | ||
| By: | /s/ Jan Hall | |
| Name: | Jan Hall | |
| Title: | President and Chief Executive Officer | |
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