UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On May 23, 2024, Guardion Health Sciences, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders considered the following proposals: (i) the sale of all of the outstanding equity interests (the “Transaction”) of Activ Nutritional, LLC (“Activ”), a Delaware limited liability company which owns the Viactiv® brand and business and is the wholly-owned subsidiary of Viactiv Nutritionals, Inc (“Viactiv”), a Delaware corporation and a wholly-owned subsidiary of the Company, pursuant to an Equity Purchase Agreement with Doctor’s Best Inc., a Delaware corporation (“Doctor’s Best”), dated January 30, 2024 (the “Purchase Agreement”); and (ii) the grant of discretionary authority to the Board of Directors of the Company (the “Board”) to adjourn the Special Meeting to a later date (the “Adjournment Proposal”), to allow for the solicitation of additional proxies only in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the Transaction or the voluntary dissolution and liquidation of the Company (the “Dissolution”) pursuant to a Plan of Dissolution (the “Plan of Dissolution”), which, if approved, will authorize the Company to liquidate and dissolve the Company in accordance with the Plan of Dissolution, but subject to the Company’s ability to abandon or delay the Plan of Dissolution in accordance with the terms thereof (the “Dissolution Proposal”) .
Stockholders of record at the close of business on April 5, 2024 (the “Record Date”) were entitled to notice of and one vote for each share of common stock held by such stockholder. On the Record Date, there were 1,284,156 shares of common stock issued and outstanding, of which 690,059 shares of common stock were represented at the Special Meeting, or approximately 53.73% of the total outstanding shares of common stock on the Record Date, which was sufficient to constitute a quorum pursuant to the Company’s Second Amended and Restated Bylaws, as amended, and to transact business.
Set forth below are the final voting results for the proposals:
Proposal No. 1 – Sale of Activ
The Transaction was approved by the stockholders. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 652,867 | 36,822 | 370 | 0 | |||||||||
Proposal No. 3 – Adjournment of Special Meeting
As there were not sufficient votes to approve the Dissolution Proposal (Proposal No. 2), the Dissolution Proposal was not presented to the stockholders for their consideration at the Special Meeting. Consequently, the Adjournment Proposal (Proposal 3) was presented to the stockholders for their consideration at the Special Meeting and was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 635,846 | 52,190 | 2,023 | 0 | |||||||||
In accordance with the authority granted pursuant to the Adjournment Proposal, the Special Meeting was adjourned to 11:00 a.m. Central Time on May 31, 2024, to allow management to solicit additional proxies in favor of the Dissolution Proposal.
Item 8.01 Other Events.
In connection with stockholder approval of the Transaction and the Adjournment Proposal obtained at the Special Meeting, on May 23, 2024, the Company issued a press release announcing stockholder approval of the Transaction and adjournment of the Special Meeting to 11:00 a.m. Central Time on May 31, 2024.
The information in this Item 8.01 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the information contained in this Item 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.
Additional Information and Where to Find It
On January 30, 2024, the Company the Purchase Agreement with Doctor’s Best for the sale of all of the outstanding equity interests of Activ for aggregate cash consideration of $17.2 million, of which $1.7 million was placed in a third-party escrow account pursuant to the terms of the Purchase Agreement. Doctor’s Best Inc. is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding company of Xiamen Kingdomway Group Company, which is publicly listed on the Shenzhen Stock Exchange.
In the event that the transaction closes, the Company would be left with minimal operations. Accordingly, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to approve a voluntary dissolution and liquidation of the Company pursuant to a Plan of Liquidation and Dissolution, which, if approved, would authorize the Company to liquidate and dissolve in accordance with its terms, but such decision would be subject to the Company’s ability to abandon or delay the Plan of Liquidation and Dissolution in the event that the Board determines that another transaction would be in the best interests of the Company’s stockholders. Assuming the approval of the Plan of Liquidation and Dissolution by the Company’s stockholders, the decision as to whether or not to proceed with the dissolution and when to file the Certificate of Dissolution will be made by the Board in its sole discretion.
In connection with the Purchase Agreement and the proposed transactions, the Company filed a definitive proxy statement with the SEC, which was distributed to the stockholders of the Company in connection with its solicitation of proxies for the vote by its stockholders with respect to the proposed transactions and other matters as may be described in the definitive proxy statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD, AND ANY SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders are able to obtain a copy of the definitive proxy statement and other relevant documents filed by the Company with the SEC free of charge from the SEC’s website, www.sec.gov., or by visiting the investor relations section of the Company’s website, investors.guardionhealth.com. Stockholders may also request copies of proxy statements and any of the documents incorporated by reference by directing a request by mail to Guardion Health Sciences, Inc., Attention: Investor Relations, at 2925 Richmond Avenue, Suite 1200, Houston, Texas 77098.
Participants in the Solicitation
The Company and its executive officers, directors, other members of management, and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Information regarding the executive officers and directors of the Company is set forth in the Proxy Statement filed with the SEC on April 8, 2024.
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 approval by the stockholders of the Plan of Liquidation and Dissolution of the Company, the successful completion of the sale of Activ to Doctor’s Best Inc., the successful completion of the Company’s Plan of Liquidation and Dissolution if approved by the Company’s stockholders, the use of the proceeds received from the sale, the Company’s ability to continue to fund or wind-down its operations, including its ocular healthcare business, subsequent to the sale, any replacement and integration of new management team members if needed, the implementation of new financial, management, accounting and business software systems, supply chain disruptions, key retail and e-commerce disruptions, inflation and a potential recession on the Company’s business, operations and the economy in general, the Company’s ability to successfully develop and commercialize its proprietary products and technologies, 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.
| Exhibit No. | Exhibit | |
| 99.1 | Press release dated May 23, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GUARDION HEALTH SCIENCES, INC. (Registrant) | ||
| Date: May 23, 2024 | ||
| By: | /s/ Jan Hall | |
| Name: | Jan Hall | |
| Title: | Chief Executive Officer | |