Current Report Filing (8-k)
January 27 2021 - 4:06PM
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): January 26, 2021
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
8.01 Other Events.
As
previously disclosed, on September 20, 2019, Guardion Health Sciences, Inc., a Delaware corporation (the “Company”)
received notice from the Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, based upon the closing bid price of the Company’s common stock (the “Common Stock”) for the
previous 30 consecutive business days, the Company no longer satisfied the requirement to maintain a minimum bid price of $1.00
per share, as required by Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with the Nasdaq Listing
Rules, the Company was afforded 180 days, or until March 18, 2020, to regain compliance with the Bid Price Rule by evidence of
a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. Thereafter, the Company had been
afforded a second 180-calendar day compliance period (which 180-day period was extended due to circumstances related to COVID-19),
or until November 30, 2020, to regain compliance with the Bid Price Rule.
The
Company was unable to regain compliance with the Bid Price Rule by November 30, 2020. Accordingly, on December 1, 2020, the Company
received a letter from the Staff notifying it that its Common Stock would be subject to delisting from Nasdaq unless the Company
timely appealed Nasdaq’s determination to a Nasdaq Listing Qualifications Panel (the “Panel”). The Company timely
appealed Nasdaq’s determination to the Panel.
On
January 26, 2021, the Company received written notification that the Panel granted the Company an extension for continued listing
through March 15, 2021. If the Company does not regain compliance with the Bid Price Rule by March 15, 2021, the Company’s
Common Stock would be subject to delisting from Nasdaq.
If
the Company’s share price does not reach the minimum closing bid price of $1.00 for 10 consecutive trading days as required
to regain compliance with the Bid Price Rule, the Company intends to effect a reverse stock split, which was previously approved
by the Company’s shareholders, in order to regain compliance on or before March 15, 2021. Under the Nasdaq Listing Rules,
the Panel may monitor the bid price for up to 20 trading days before makings its final compliance determination.
On
January 27, 2021, the Company issued a press release announcing the above. A copy of the press release is filed as Exhibit 99.1
hereto and is incorporated by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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:
January 27, 2021
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By:
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/s/
Bret Scholtes
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Name:
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Bret
Scholtes
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Title:
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Chief
Executive Officer
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