Guardion Health Sciences, Inc. (Nasdaq: GHSI) (“Guardion” or the
“Company”), a specialty health sciences company that develops
clinically supported nutrition, medical foods, nutraceuticals and
medical devices, with a focus in the ocular health marketplace,
today announced it will effect a 1-for-6 reverse split of its
common stock effective as of 6:00 a.m. Eastern Time on Monday,
March 1, 2021. Commencing with the opening of trading on the Nasdaq
Capital Market on Monday, March 1, 2021, the Company’s common stock
will trade on a post-split basis under the same symbol GHSI.
The reverse stock split was implemented by the
Company to comply with the $1.00 per share minimum bid price
requirement for continued listing on the Nasdaq Capital Market
pursuant to Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”).
On September 20, 2019, the Company received a letter from the
Listing Qualifications Department of The Nasdaq Stock Market, Inc.
(the “Staff”) noting non-compliance with the Minimum Bid Price
Rule. Ultimately, the Staff granted the Company an exception until
March 15, 2021 to evidence compliance with the Minimum Bid Price
Rule. Following the reverse stock split, the Company must maintain
a minimum closing bid price of $1.00 per share for ten consecutive
trading days to achieve compliance with the Minimum Bid Price Rule
(although the Staff, at its discretion, may determine to monitor
the bid price for up to 20 consecutive trading days before makings
its final compliance determination).
As a result of the reverse stock split, the
CUSIP number for the Company’s common stock will now be 40145Q 401.
As a result of the reverse stock split, every 6 shares of issued
and outstanding common stock will be exchanged for 1 share of
common stock, with any fractional shares being rounded up to the
next higher whole share. Immediately after the reverse stock split
becomes effective, the Company will have approximately 24,385,052
shares of common stock issued and outstanding. The reverse stock
split was approved by the Company’s Board of Directors on February
25, 2021, and was previously approved by stockholders holding a
majority of the Company’s voting power at the Company’s Annual
Meeting of Stockholders held on October 29, 2020.
Completion of At-the-Market Financings
in 2021
During January and February 2021, the Company
completed two at-the-market financings as described below, which
generated gross proceeds of approximately $35,000,000 and net
proceeds of approximately $33,600,000.
On January 8, 2021, the Company entered into a
sales agreement and filed a prospectus supplement with the
Securities and Exchange Commission to sell up to $10,000,000 of
shares of common stock in an at-the-market offering (the “January
2021 1st ATM Offering”). On January 15, 2021, Guardian
completed the January 2021 1st ATM Offering, pursuant to which
the Company sold an aggregate of 15,359,000 shares of common stock
(pre-reverse split), raising gross proceeds of approximately
$10,000,000 and net proceeds of approximately $9,500,000.
Subsequently, on January 28, 2021, the Company
entered into a sales agreement and filed a prospectus supplement
with the Securities and Exchange Commission to sell up to
$25,000,000 of shares of common stock in an at-the-market offering
(the “January 2021 2nd ATM Offering”). On February 10, 2021,
Guardian completed the January 2021 2nd ATM Offering, pursuant
to which it sold an aggregate of 30,041,400 shares of common stock
(pre-reverse split), raising gross proceeds of approximately
$25,000,000 and net proceeds of approximately $24,100,000.
In addition, in January and February 2021, the
Company issued an aggregate of 9,886,145 shares of common stock
(pre-reverse split) upon the exercise of previously issued and
registered warrants and received cash proceeds of $3,608,509.
As of February 25, 2021, the Company had a total
of 146,310,312 shares of its common stock (pre-reverse split)
issued and outstanding.
Guardian’s Chief Executive Officer, Bret
Scholtes, commented, “These recent financings provide Guardion with
a significant cash runway, currently in excess of $44 million, to
enable management to execute on Guardion’s stated objective of
becoming a leader in the clinical nutrition industry, with a
particular focus on ocular and immuno-health. Additionally, these
substantial corporate cash resources provide us with more
flexibility when considering potential acquisitions.”
Commenting on the reverse stock split, Mr.
Scholtes stated, “We have implemented the reverse stock split to
not only enable Guardion to meet the requirements to remain
compliant with Nasdaq’s minimum bid price rule and thus allow
Guardion to remain listed on Nasdaq, but also to allow our common
stock to trade at a price that we believe may be more attractive to
investors and potential acquisition targets. We very much
appreciate the continued support from our stockholders and look
forward to providing updates on that progress soon.”
About Guardion Health Sciences,
Inc.
Guardion is a specialty health sciences company
that develops clinically supported nutrition, medical foods,
nutraceuticals and medical devices, with a focus in the ocular
health marketplace. Located in San Diego, California, the Company
combines targeted nutrition with innovative, evidence-based
diagnostic technology. Guardion boasts impressive Scientific and
Medical Advisory Boards. 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
U.S. Securities and Exchange Commission (the “SEC”) at
www.sec.gov.
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 forward-looking in nature and not historical
facts, although not all forward-looking statements include the
foregoing. 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 are not limited to, the Company’s ability
to raise sufficient financing to implement its business plan, the
integration of a new management team, the impact of the COVID-19
pandemic 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 continued compliance with Nasdaq’s
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.
Investor Relations Contact:CORE
IRScott Arnold516-222-2560scotta@coreir.com
Media Relations Contact:Jules
AbrahamDirector of Public RelationsCORE
IR917-885-7378julesa@coreir.com
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