Guardion Health Sciences, Inc. (“Guardion” or the “Company”)
(Nasdaq: GHSI), announced the pricing of an underwritten public
offering of 24,500,000 shares of its common stock (or pre-funded
warrants to purchase common stock in lieu thereof) and Series B
warrants to purchase up to 24,500,000 shares of the Company’s
common stock. Each share of common stock (or pre-funded warrants to
purchase common stock in lieu thereof) is being sold together with
one Series B warrant to purchase one share of common stock at a
combined price to the public of $0.342 per share and Series B
warrant. The shares of common stock or pre-funded warrants and the
accompanying Series B warrants are being sold 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 $8.4 million.
The Series B warrants will be exercisable at a
price of $0.342 per share of common stock, and will only be
exercisable if Guardion effectuates an amendment to its certificate
of incorporation (as described below). The Series B warrants will
expire five years from the date on which the Series B warrants
become initially exercisable. The offering is expected to close on
or about Wednesday October 30, 2019, subject to customary closing
conditions.
Currently, Guardion does not have a sufficient
number of authorized shares of common stock to issue the shares of
common stock issuable upon the exercise of the Series B warrants.
As a result, the Series B warrants will become exercisable only
after Guardion effectuates an amendment to its certificate of
incorporation to either (i) increase the number of authorized
shares of its common stock or (ii) implement a reverse stock split
with respect to the shares of its common stock. There can be no
assurance that Guardion’s stockholders will approve a charter
amendment, or as to when, if ever, the, holders of the Series B
warrants will be able to exercise the Series B warrants.
Maxim Group LLC and WallachBeth Capital, LLC are
acting as joint-bookrunning managers in connection with the
offering.
Guardion also has granted to the underwriters a
45-day option to purchase up to an additional 3,675,000 shares of
common stock and/or Series B warrants to purchase up to 3,675,000
shares of common stock, at the public offering price less discounts
and commissions.
The offering is being conducted pursuant to
Guardion’s registration statement on Form S-1 (File No. 333-234322
) previously filed with and subsequently declared effective by the
Securities and Exchange Commission ("SEC") on October 28, 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 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
DisclaimerWith 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 proposed amendment to the Company’s certificate of
incorporation to either increase the number of authorized shares of
common stock or implement a reverse stock split with respect to the
shares of common stock . 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 secure stockholder approval to the proposed
amendment to the Company’s certificate of incorporation, 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.
Investor Relations Contact:
Michael PorterPorter, LeVay & RoseTelephone:
(212) 564-4700E-mail: matthew@plrinvest.com
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