Current Report Filing (8-k)
December 30 2019 - 4:45PM
Edgar (US Regulatory)
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): December 26, 2019
GUARDION
HEALTH SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38861
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44-4428421
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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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:
[ ]
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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GHSI
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The
NASDAQ Stock Market LLC
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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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Effective
December 26, 2019, the Board of Directors (the “Board”) of Guardion Health Sciences, Inc. (the “Company”)
set the size of the Board to six (6) members and appointed Kelly Anderson as a director of the Company to fill the additional
Board seat.
On
December 30, 2019 (the “Grant Date”), Ms. Anderson received a grant of 250,000 stock options. The stock options have
an exercise price of $0.2465 per share and expire five years from the Grant Date. The stock options vested 50% on the Grant
Date and the remainder vest 12.5% on the last day of each subsequent calendar quarter-end beginning with the quarter ending March
31, 2020, until fully vested and subject to continued service.
Ms.
Anderson will serve as a member of the Company’s Audit Committee and Compensation Committee. Donald Gagliano has agreed
to step down as a member of the Audit Committee effective upon Ms. Anderson’s appointment to such committee.
Ms.
Anderson has over 25 years of experience in finance, accounting and operations roles in various industries. Since 2015, Ms. Anderson
has been a managing partner in C Suite Financial Partners, a financial consulting services company dedicated to serving private,
public, private equity, entrepreneurial, family office and government-owned firms in all industries. Between July 2014 and March
2015, Ms. Anderson was CFO of Mavenlink, a SaaS company. Between October 2012 and January 2014, Ms. Anderson was Chief Accounting
Officer of Fisker Automotive. Between April 2010 and February 2012, Ms. Anderson was the President and Chief Financial Officer
of T3 Motion, Inc. (“T3”), an electric vehicle technology company. Between March 2008 and April 2010, she served as
T3’s Executive Vice President and Chief Financial Officer, and as a director from January 2009 until January 2010. From
2006 until 2008, Ms. Anderson was Vice President at Experian, a leading credit reporting agency. From 2004 until 2006, Ms. Anderson
was Chief Accounting Officer for TripleNet Properties and its affiliates. From 1996 to 2004, Ms. Anderson held senior financial
positions with The First American Corp., a Fortune 500 title insurance company. Ms. Anderson has served on the board of directors
for Tomi Environmental Services (OCTQB: TOMZ) since 2016 and Concierge Technologies since May 2019 (OTCQB: CNCG). Ms. Anderson
is a CPA (Inactive). Ms. Anderson holds a B.A. degree in Business Administration with an accounting concentration from California
State University Fullerton.
Ms.
Anderson will be compensated pursuant to the Company’s director compensation program (the “Program”), which
was adopted by the Board on December 5, 2019 and which will be implemented beginning in 2020.
The
Program consists of the following compensation for directors:
Cash
Compensation (payable quarterly)
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Board
service - $20,000 per year
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Chairman
of the Audit Committee – additional $10,000 per year
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Chairman
of any other Standing Committee – additional $5,000 per year
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Member
of the Audit Committee – additional $5,000 per year
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Member
of any other Standing Committee – additional $2,500 per year
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Equity
Compensation
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Initial
grant for new director – five year stock option to purchase 250,000 shares of Company common stock at the closing price
of the Company’s common stock on the grant date, vesting 50% on the grant date and the remainder vesting 12.5% on the
last day of each subsequent calendar quarter-end until fully vested, subject to continued service.
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●
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Annual
grant – five year stock option to purchase 100,000 shares of Company common stock granted on the earlier of the date
of the Company’s annual meeting of stockholders or the last business day of the month ending June 30, vesting 12.5%
on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service.
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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.
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GUARDION
HEALTH SCIENCES, INC.
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Date:
December 30, 2019
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By:
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/s/
MICHAEL FAVISH
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Name:
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Michael
Favish
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Title:
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Chief
Executive Officer
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