Guardion Health Sciences Announces Pricing of $5.2 Million Underwritten Public Offering
August 13 2019 - 9:00AM
Guardion Health Sciences, Inc. (“Guardion” or the “Company”)
(Nasdaq: GHSI), announced the pricing of an underwritten public
offering of 13,000,000 shares of its common stock (or pre-funded
warrants to purchase common stock in lieu thereof) and warrants to
purchase up to 13,000,000 shares of the Company’s common stock.
Each share of common stock is being sold together with one warrant
to purchase one share of common stock at a combined price to the
public of $0.40 per share and warrant. The shares of common stock
or pre-funded warrants and the accompanying warrants can only be
purchased together in this offering, but will be issued separately
and will be immediately separable upon issuance. Gross proceeds,
before underwriting discounts and commissions and estimated
offering expenses, are expected to be approximately $5.2 million.
The warrants will be immediately exercisable at
a price of $0.52 per share of common stock and will expire five
years from the date of issuance. The warrants also provide that if
during the period of time between the date that is the earlier of
(i) 30 days after the effective date of the registration statement
filed in connection with this offering and (ii) the trading day on
which a total of more than 40,000,000 shares of the common stock
has traded since the pricing of this offering, and ending 12 months
after the effective date of the registration statement, if the
volume weighted-average price of common stock immediately prior to
the exercise date is lower than the then-applicable exercise price
per share, each warrant may be exercised, at the option of the
holder, on a cashless basis for one share of common stock. The
offering is expected to close on or about August 15, 2019, subject
to customary closing conditions.
Maxim Group LLC and WallachBeth Capital, LLC are
acting as joint-bookrunning managers in connection with the
offering. Westpark Capital, Inc. is acting as co-manager in the
offering.
Guardion also has granted to the underwriter a
45-day option to purchase up to an additional 1,950,000 shares of
common stock and/or warrants to purchase up to 1,950,000 shares of
common stock, at the public offering price less discounts and
commissions.
The offering is being conducted pursuant to the
Company's registration statement on Form S-1 (File No. 333-233067)
previously filed with and subsequently declared effective by the
Securities and Exchange Commission ("SEC") on August 12, 2019. A
final prospectus relating to the offering will be filed with the
SEC and will be available on the SEC's website at
http://www.sec.gov. Electronic copies of the final prospectus
relating to this offering, when available, may be obtained from
Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY
10174, at (212) 895-3745. Before investing in this offering,
interested parties should read in their entirety the registration
statement that the Company has filed with the SEC, which provides
additional information about the Company and this offering.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Guardion Health Sciences, Inc.
Guardion is an ocular health sciences company
that develops, formulates and distributes conditionspecific medical
foods supported by evidence-based protocols, with an initial
medical food product, Lumega-Z®, that addresses a depleted macular
protective pigment, a known risk factor for agerelated macular
degeneration (“AMD”) and a significant component of functional
vision performance. Guardion Health Sciences, Inc. has also
developed a proprietary medical device, the MapcatSF®, which
accurately measures the macular pigment density, therefore
providing the only two-pronged evidence-based protocol for the
treatment of a depleted macular protective pigment. Information and
risk factors with respect to Guardion and its business, including
its ability to successfully develop and commercialize its
proprietary products and technologies, may be obtained in the
Company’s filings with the Securities and Exchange Commission
(“SEC”) at www.sec.gov.
About VectorVision®
VectorVision®, operating through a wholly-owned
subsidiary of the Company, specializes in the standardization of
contrast sensitivity, glare sensitivity, low contrast acuity, and
ETDRS acuity vision testing. Its patented standardization system
provides the practitioner or researcher the ability to delineate
very small changes in visual capability, either as compared to the
population or from visit to visit. VectorVision®’s CSV-1000 device
is considered the standard of care for clinical trials.
Forward-Looking Statement
Disclaimer
With the exception of the historical information
contained in this news release, 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. Statements
preceded by, followed by or that otherwise include the words
“believes,” “expects,” “anticipates,” “intends,” “projects,”
“estimates,” “plans” and similar expressions or future or
conditional verbs such as “will,” “should,” “would,” “may” and
“could” are generally forwardlooking in nature and not historical
facts, although not all forward-looking statements include the
foregoing. The forward-looking statements include statements
regarding the Company’s process to expand into the large Asian
markets and considering additional business opportunities across
Asia. These statements 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 Company’s ability to
expand into the large Asian markets as planned, the Company’s
ability to conclude additional business opportunities across Asia,
the Company’s ability to raise sufficient financing to implement
its business plan, the Company’s ability to successfully develop
and commercialize its proprietary products and technologies and
statements regarding the proposed public offering. 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.
Company Contact: Michael Favish
Chief Executive Officer. Telephone: (858) 605-9055 x 201 E-mail:
mfavish@guardionhealth.com
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