UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment
No. )
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
☐
Definitive Proxy Statement
☒
Definitive Additional Materials
☐
Soliciting Material Under §240.14a-12
GUARDION
HEALTH SCIENCES, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
| ☒ |
No
fee required |
| |
|
| ☐ |
Fee
paid previously with preliminary materials. |
| |
|
| ☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
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): May 21, 2024
GUARDION
HEALTH SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38861 |
|
47-4428421 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2925
Richmond Avenue, Suite 1200
Houston,
Texas 77098
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (800) 873-5141
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 ☒
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.
On
May 21, 2024, Guardion Health Sciences, Inc. (the “Company”) issued a press release (“Press Release”) announcing
that its largest stockholder, Mr. Bradley Louis Radoff, who, together with his affiliates, holds approximately 18.92% of the Company’s
issued and outstanding shares of common stock, has voted in favor of the Company’s proposals to approve the sale of the Company’s
Viactiv brand and business and the Plan of Liquidation and Dissolution, all as described in the Company’s definitive proxy statement
(the “Proxy Statement”) filed with the United States Securities and Exchange Commission (the “SEC”) on April
8, 2024. The Company also announced that, based on the information currently available to it, if the Company’s stockholders vote
to approve the sale of the Company’s Viactiv brand and business and the proposed Plan of Liquidation and Dissolution, it estimates
that the total amount distributed to its stockholders will range from approximately $9.00 and $11.00 per share of common stock based
on the Company’s number of shares of common stock currently issued and outstanding. The actual amount to ultimately be distributed
is subject to all of the risks, discussion and disclosures included in the Proxy Statement.
The
information in this Item 8.01 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject
to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly incorporated into a filing of
the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the information contained
in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.
Additional
Information and Where to Find It
On
January 30, 2024, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Doctor’s Best
Inc., a Delaware corporation, for the sale of all of the outstanding equity interests of Activ Nutritional, LLC (“Activ”)
for aggregate cash consideration of $17.2 million, of which $1.7 million was placed in a third-party escrow account pursuant to the terms
of the Purchase Agreement. Doctor’s Best Inc. is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding
company of Xiamen Kingdomway Group Company, which is publicly listed on the Shenzhen Stock Exchange.
In
the event that the Company’s stockholders approve the aforementioned transaction and the transaction closes, the Company would
be left with minimal operations. Accordingly, the Board of Directors of the Company has determined that it is advisable and in the best
interests of the Company and its stockholders to approve a voluntary dissolution and liquidation of the Company pursuant to a Plan of
Liquidation and Dissolution, which, if approved, would authorize the Company to liquidate and dissolve in accordance with its terms,
but such decision would be subject to the Company’s ability to abandon or delay the Plan of Liquidation and Dissolution in the
event that the Board of Directors determines that another transaction would be in the best interests of the Company’s stockholders.
Assuming the approval of the Plan of Liquidation and Dissolution by the Company’s stockholders, the decision as to whether or not
to proceed with the dissolution and when to file the Certificate of Dissolution will be made by the Board of Directors in its sole discretion.
In
connection with the Purchase Agreement and the proposed transactions, the Company filed a definitive proxy statement with the SEC, which
was distributed to the stockholders of the Company in connection with its solicitation of proxies for the vote by its stockholders with
respect to the proposed transactions and other matters as may be described in the definitive proxy statement. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD, AND ANY SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders are able to obtain a copy of the definitive proxy statement
and other relevant documents filed by the Company with the SEC free of charge from the SEC’s website, www.sec.gov., or by visiting
the investor relations section of the Company’s website, investors.guardionhealth.com. Stockholders may also request copies of
proxy statements and any of the documents incorporated by reference by directing a request by mail to Guardion Health Sciences, Inc.,
Attention: Investor Relations, at 2925 Richmond Avenue, Suite 1200, Houston, Texas 77098.
Participants
in the Solicitation
The
Company and its executive officers, directors, other members of management, and employees may be deemed, under SEC rules, to be participants
in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Information regarding
the executive officers and directors of the Company is set forth in the Proxy Statement filed with the SEC on April 8, 2024.
Forward-Looking
Statements
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. These forward-looking statements contain information
about our expectations, beliefs, plans or intentions regarding our product development and commercialization efforts, research and development
efforts, business, financial condition, results of operations, strategies or prospects, and other similar matters. Statements preceded
by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,”
“projects,” “estimates,” “plans,” “hopes” 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 are based on management’s current expectations and assumptions about future events, which are inherently subject to
uncertainties, risks and changes in circumstances that are difficult to predict, and 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 approval by the stockholders of the sale of Activ to Doctor’s Best Inc. and the Plan of Liquidation
and Dissolution of the Company, the successful completion of the sale of Activ to Doctor’s Best Inc., the successful completion
of the Company’s Plan of Liquidation and Dissolution if approved by the Company’s stockholders, the use of the proceeds received
from the sale, the Company’s ability to continue to fund or wind-down its operations, including its ocular healthcare business,
subsequent to the sale, any replacement and integration of new management team members if needed, the implementation of new financial,
management, accounting and business software systems, supply chain disruptions, key retail and e-commerce disruptions, inflation and
a potential recession 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 compliance with Nasdaq’s
continued 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.
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.
(Registrant) |
| Date:
May 21, 2024 |
|
|
| |
By: |
/s/
Jan Hall |
| |
Name: |
Jan
Hall |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Guardion Health Sciences Announces its Largest
Stockholder Has Voted in Favor of Proposals to Sell the Viactiv Business and the Liquidation Plan at the Company’s
Special Meeting of Stockholders to be held on May 23, 2024
Company Estimates the Aggregate Potential Liquidating
Distributions to Range from approximately $9.00 to $11.00 per Share if Stockholders Vote to Approve the Sale of the Company’s Viactiv Business
and the Plan of Liquidation and Dissolution
HOUSTON, TEXAS – May 21, 2024 (GLOBE
NEWSWIRE) – Guardion Health Sciences, Inc. (Nasdaq: GHSI) (“Guardion” or the “Company”), a
clinical nutrition company that offers a portfolio of science-based, clinically-supported products designed to support the health
needs of consumers, healthcare professionals and providers and their patients, announced today that Mr. Bradley Louis Radoff,
who, together with his affiliates, holds approximately 18.92% of the Company’s issued and outstanding shares of common stock,
has voted in favor of the Company’s proposals to approve the sale of the Company’s Viactiv brand and business and the
Plan of Liquidation and Dissolution, all as described in the Company’s definitive proxy statement (the “Proxy
Statement”) filed with the United States Securities and Exchange Commission (the “SEC”) on April 8, 2024. The
Company also announced that, based on the information currently available to it, if the Company’s stockholders vote to approve
the sale of the Company’s Viactiv brand and business and the proposed Plan of Liquidation and Dissolution, it estimates that
the total amount distributed to its stockholders will range from approximately $9.00 and $11.00 per share of common stock based on
the Company’s number of shares of common stock currently issued and outstanding. The actual amount to ultimately be
distributed is subject to all of the risks, discussion and disclosures included in the Proxy Statement.
Robert N. Weingarten, the Chairman of the Board
of Directors, stated, “We appreciate the support of Mr. Radoff, especially since he is the single largest stockholder in the
Company. We also hope that this additional estimate of the expected per share distribution of cash to our stockholders will assist
stockholders who have not yet voted in their analysis of whether to support the proposals at our upcoming special meeting of
stockholders. The Board of Directors remains unanimous in our strong support of all proposals described in our Proxy
Statement.”
The timing and amount of the total distributions
will depend upon a number of factors as described in the Proxy Statement, including, without limitation, the approval of the
stockholders of both the sale of the Viactiv business and the Company’s Plan of Liquidation and Dissolution, the closing of
the agreement to sell the Viactiv business on the terms contained in the Purchase Agreement (defined below) on or before June 30,
2024, the actual expenses incurred by the Company in connection with closing of the Purchase Agreement, the timing of the resolution
of matters for which the Company has established a contingency reserve, the amount to be paid in satisfaction of such contingencies,
the obligations satisfied and provisions made during the liquidation and winding-up process, the absence of any unexpected claims
against the Company, as well as the Company’s ability to convert its remaining assets to cash on a timely basis. The Company has attempted to
estimate reasonable reserves for such liabilities, obligations, expenses and claims against it. However, those estimates may be
inaccurate, which may cause the amount the Company distributes to its stockholders to be substantially less than the amount it
currently estimates. Stockholders are advised to carefully read the Proxy Statement.
Agreement to Sell Activ Nutritional, LLC
As previously announced, on January 30, 2024, the
Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Doctor’s Best Inc., a Delaware corporation,
for the sale of all of the outstanding equity interests of Activ Nutritional, LLC (“Activ”) for aggregate cash consideration
of $17,200,000, of which $1,700,000 was placed in a third-party escrow account pursuant to the terms of the Purchase Agreement. Doctor’s
Best Inc. is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding company of Xiamen Kingdomway Group Company
(“XKDW”), which is publicly listed on the Shenzhen Stock Exchange.
The sale of Activ is conditioned upon receiving majority
approval from the Company’s stockholders for this transaction. This transaction is the result of a broad review of strategic alternatives
by the Company’s Board of Directors over the past year. The Board of Directors has determined that it is advisable and in the best
interests of the Company and the Company’s stockholders to approve this transaction.
Potential Dissolution
In the event that the Company’s stockholders
approve the transaction and the transaction closes, the Company would be left with minimal operations. The Board of Directors has additionally
determined that it is in the best interests of the Company and its stockholders to approve a voluntary dissolution and liquidation of
the Company pursuant to a Plan of Liquidation and Dissolution, which would authorize the Company to liquidate and dissolve in accordance
with its terms. However, such decision would be subject to the Company’s ability to abandon or delay the Plan of Liquidation and
Dissolution in the event that the Board of Directors determines that another transaction would be in the best interests of the Company’s
stockholders.
Views and Recommendations of the Board of Directors
If both of these proposals are approved,
stockholders would receive one or more liquidating cash distributions, which combined are expected to be between $9.00 and $11.00
per share of common stock as described in this press release.
If both of these proposals are not approved at the
stockholders’ meeting on May 23, 2024, or any adjournment thereof, we believe that there is substantial risk to the value of the
Company’s shares.
Accordingly, the Board of Directors unanimously and
strongly recommends that stockholders vote FOR both proposals. The transaction remains on track for completion by June 30, 2024, subject
to satisfaction or waiver of customary closing conditions.
If stockholders approve the sale of Activ but do not
approve the Plan of Liquidation and Dissolution, the Company believes it will be more difficult for the Company to expeditiously distribute
the maximal amount of cash from that sale to our stockholders, since the Company will need to retain cash to continue to fund the considerable
on-going expenses it has as a public company and to operate its remaining ocular healthcare business while the Board of Directors considers
strategic alternatives.
The Company’s common stock is listed and traded
on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GHSI”. However, if the sale of Activ is approved but
the Plan of Liquidation and Dissolution of the Company is not approved, we believe that maintaining our listing on Nasdaq will be difficult
and uncertain.
Shares that are not voted are the same as a “NO”
vote for each proposal, so every vote matters, regardless of how many shares a stockholder may own.
About Guardion Health Sciences, Inc.
Guardion Health Sciences, Inc. (Nasdaq: GHSI) is a
clinical nutrition company that offers a portfolio of science-based, clinically supported products designed to support the health needs
of consumers, healthcare professionals and providers and their patients. Information and risk factors with respect to Guardion and its
business may be obtained in the Company’s filings with the SEC at www.sec.gov.
Additional Information and Where to Find it
In connection with the proposed sale of Activ and
the Plan of Liquidation and Dissolution, the Company filed with the SEC a Definitive Proxy Statement and other relevant documents, including
a form of proxy card, on April 8, 2024, which were mailed to the Company’s stockholders of record on April 5, 2024. Stockholders
are urged to read the Definitive Proxy Statement and any other documents filed with the SEC in connection with the proposed sale of Activ
and the Plan of Liquidation and Dissolution, or incorporated by reference in the Definitive Proxy Statement because they contain important
information about such proposals. The Company’s filings with the SEC may be obtained without charge at www.sec.gov.
Participants in the Solicitation
The Company and its executive
officers, directors, other members of management, and employees may be deemed, under SEC rules, to be participants in the solicitation
of proxies from the Company’s stockholders with respect to the proposed transactions. Information regarding the executive officers
and directors of the Company is set forth in the Company’s definitive proxy statement.
Forward-Looking Statements
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. These forward-looking statements contain information about our expectations,
beliefs, plans or intentions regarding our product development and commercialization efforts, research and development efforts, business,
financial condition, results of operations, strategies or prospects, and other similar matters. Statements preceded by, followed by or
that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,”
“estimates,” “plans,” “hopes” 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 are based
on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and
changes in circumstances that are difficult to predict, and 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 approval by the stockholders of the sale of Activ to Doctor’s Best Inc. and the Plan of Liquidation and Dissolution of the Company,
the successful completion of the sale of Activ to Doctor’s Best Inc., the successful completion of the Company’s Plan of Liquidation
and Dissolution if approved by the Company’s stockholders, the use of the proceeds received from the sale, the Company’s ability
to continue to fund or wind-down its operations, including its ocular healthcare business, subsequent to the sale, any replacement and
integration of new management team members if needed, the implementation of new financial, management, accounting and business software
systems, supply chain disruptions, key retail and e-commerce disruptions, inflation and a potential recession 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 compliance with Nasdaq’s continued 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.
For more information about Guardion Health Sciences, Inc., Contact:
investors@guardionhealth.com
Phone: 1-800 873-5141 Ext 208
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