Current Report Filing (8-k)
December 10 2019 - 4:24PM
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 5, 2019
GUARDION
HEALTH SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-38861
|
|
44-4428421
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, par value $0.001 per share
|
|
GHSI
|
|
The
NASDAQ Stock Market LLC
|
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 6, 2019 Guardion Health Sciences, Inc. (the “Company”) filed an amendment to the Company’s Certificate
of Incorporation (the “Charter Amendment”) with the Secretary of State of Delaware to increase the number
of shares of authorized common stock from 90,000,000 shares to 250,000,000 shares. The Charter Amendment was approved by the Company’s
stockholders at the Company’s Annual Meeting of Stockholders held on December 5, 2019, the results of which are reported
below in Item 5.07 of this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
December 5, 2019, the Company held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s
stockholders (i) re-elected each of Michael Favish, Robert Weingarten, Mark Goldstone, David Evans, and Donald Gagliano as members
of the Company’s board of directors, (ii) ratified the appointment of Weinberg & Company, P.A. as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2019, (iii) approved an amendment to the
Company’s certificate of incorporation to increase the number of shares of authorized common stock from 90,000,000 to 250,000,000,
and (iv) granted discretionary authority to the Board of Directors to (i) amend the Company’s certificate of incorporation
to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,”
at a specific ratio within a range of no split and one-for-thirty (1-for-30), with the exact ratio to be determined by the board
of directors in its sole discretion and (ii) effect a reverse stock split, if at all, within one year of the date the proposal
was approved by stockholders (the “Reverse Stock Split Proposal”). Stockholders of record at the close of business
on October 30, 2019 were entitled to one vote for each share of common stock held by such stockholder. On October 30, 2018,
there were 74,982,562 shares of common stock issued and outstanding, of which at least 57,856,426 were represented at the Meeting,
or approximately 77.16% of the total outstanding, which was sufficient to constitute a quorum and to transact business.
Set
forth below are the final voting results for each of the proposals:
Proposal
No. 1 – Election of directors
Michael
Favish, Robert Weingarten, Mark Goldstone, David Evans, and Donald Gagliano were elected to serve until the Company’s next
annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal.
The voting results were as follows:
Director
|
|
Votes
For
|
|
Votes
Withheld
|
Michael
Favish
|
|
34,202,766
|
|
8,801,152
|
Robert
Weingarten
|
|
34,178,239
|
|
8,825,679
|
Mark
Goldstone
|
|
34,201,190
|
|
8,802,728
|
David
Evans
|
|
34,428,941
|
|
8,574,977
|
Donald
Gagliano
|
|
34,203,577
|
|
8,800,341
|
Proposal
No. 2 – Ratification of the appointment of independent registered public accounting firm
The
appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2019 was ratified. The voting results were as follows:
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
46,008,809
|
|
1,646,183
|
|
10,201,433
|
Proposal
No. 3 – Approval of Increase in Number of Authorized Common Stock
The
increase in the number of authorized common stock from 90,000,000 shares to 250,000,000 shares was approved. The voting results
were as follows:
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
42,086,924
|
|
15,312,576
|
|
456,926
|
Proposal
No. 4 – Authorization of the Reverse Stock Split
The
Reverse Stock Split Proposal was approved. The voting results were as follows:
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
40,075,654
|
|
17,600,912
|
|
179,860
|
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.
|
GUARDION
HEALTH SCIENCES, INC.
|
Date:
December 10, 2019
|
|
|
|
By:
|
/s/
MICHAEL FAVISH
|
|
Name:
|
Michael
Favish
|
|
Title:
|
Chief
Executive Officer
|
Guardion Health Sciences (NASDAQ:GHSI)
Historical Stock Chart
From Aug 2024 to Sep 2024
Guardion Health Sciences (NASDAQ:GHSI)
Historical Stock Chart
From Sep 2023 to Sep 2024