Guardion Provides Answers to Frequently Asked Questions Regarding the Reasons for Approving the Reverse Stock Split Proposal ...
October 27 2020 - 8:30AM
Guardion Health Sciences, Inc. (“Guardion” or the “Company”)
(NASDAQ: GHSI) is providing the following answers to frequently
asked questions to its stockholders with regard to Proposal 4,
which is being considered at the Company’s Annual Stockholders’
Meeting (the “Annual Meeting”) on October 29, 2020. Only
stockholders of record on September 1, 2020, or the record date,
are eligible to attend and vote on proposals presented at the
Annual Meeting.
The Board recommends a vote “FOR”
Proposal 4.
IMPORTANT REMINDER FOR GUARDION HEALTH
SCIENCES, INC. STOCKHOLDERS
Time is short – please vote your shares
for theAnnual Meeting of Stockholders on October
29, 2020
Your vote may impact the value of your
investment and the future of Guardion Health
Sciences, Inc.
KEY QUESTIONS OUR STOCKHOLDERS ARE ASKING REGARDING
PROPOSAL 4: EXTENSION OF PREVIOUSLY AUTHORIZED REVERSE STOCK
SPLIT
Question |
Answer |
What will happen to Guardion Health Sciences, Inc. if
Proposal 4 (Extension of Previously Authorized Reverse Stock Split)
does not pass? |
Your vote “FOR” Proposal 4 at the Annual
Meeting of Stockholders on October 29, 2020 is critically
important. Guardion Health Sciences, Inc. is at risk of
being delisted from the Nasdaq Capital Market after November 30,
2020. Such delisting would adversely impact the liquidity of the
Company’s common stock. Nasdaq requires that a Company
maintain a minimum bid price of $1.00 per share. The Company is
requesting from its stockholders an extension of its current
authorization to effectuate a reverse stock split (which expires
December 5, 2020) to increase the per share price and bid price of
the Company’s common stock in order to regain compliance with the
$1.00 minimum bid price requirement of Nasdaq. Additionally, a
reverse stock split would potentially make the Company’s common
stock more attractive to certain institutional investors, which
would provide for a stronger investor base. If Proposal 4 is
not approved, the Board of Directors will initiate the previously
authorized reverse stock split in November 2020 in order to comply
with Nasdaq’s continued listing requirements. If Proposal 4
is approved, we intend to appeal any delisting order that Nasdaq
issues after November 30, 2020, as we believe that having the
continuing discretionary authority to implement a reverse stock
split will increase the Company’s chances of receiving temporary
relief (not to exceed 180 days from November 30, 2020) from
Nasdaq. Such temporary relief will allow the Company
additional time to execute on its business initiatives to generate
greater stockholder value and hopefully increase the Company’s
common share price. The board of directors believes
it is in your best interest to vote “FOR” Proposal
4 today. |
|
|
Didn’t Stockholders authorize a Reverse Stock Split at last
year’s annual meeting? Why is my vote so important?
|
Yes, our stockholders authorized a reverse stock split at last
year’s annual meeting of stockholders to be effectuated up until
December 5, 2020. To date, the Board of Directors has not
implemented the reverse stock split. We are requesting an extension
of that previous authorization from our stockholders so that our
Board of Directors retains the flexibility necessary should a
reverse stock split become necessary. Approval of Proposal 4
requires support by at least a majority of the outstanding shares
of common stock. So, while many Guardion Health Sciences, Inc.
stockholders have been highly supportive of Proposal 4 to date, we
have not yet received enough votes to meet that high standard. That
is why your vote matters, no matter how many or how few common
shares you own. |
What happens if I don’t vote? |
If you don’t vote or you abstain, it may count the same as a vote
AGAINST Proposal 4. |
Who can help me vote? |
Our proxy solicitor, Kingsdale Advisors, can assist you with voting
your shares and any questions you may have – please see below for
their contact information. |
If I’ve already voted, can I change my vote? |
Yes. You may revoke your previously submitted
proxy and reclaim your right to vote at any time before your proxy
is voted at the Annual Meeting by submitting a later-dated proxy
card or vote instruction form or by voting in person at the Annual
Meeting. Your most current proxy card or Internet proxy is the one
that will be counted. Your vote is important, so please act
today! Our proxy solicitor,
Kingsdale Advisors, can assist in this process as well – please see
below for their contact information. |
OUR PROXY SOLICITOR (KINGSDALE ADVISORS) STANDS READY TO
ASSIST YOU WITH THIS IMPORTANT VOTE If you have questions
about how to vote your shares, please contact our proxy
solicitor,Kingsdale Advisors Strategic
Stockholder Advisor and Proxy Solicitation Agent745 Fifth
Avenue, 5th Floor, New York, NY 10151 North American Toll Free
Phone:1-866-229-8874Email:
contactus@kingsdaleadvisors.comCall Collect Outside North America:
+1 (416) 867-2272 |
This communication may be deemed to be
solicitation material in respect of Proposal 4. On September 8,
2020, Guardion Health Sciences, Inc. filed a definitive proxy
statement with the Securities and Exchange Commission
(“Commission”) in connection with the 2020 Annual Stockholders’
Meeting. STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE PROXY STATEMENT AND ANY OTHER SOLICITING MATERIALS
THAT ARE FILED WITH THE COMMISSION WHEN THEY BECOME AVAILABLE
BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE PROPOSALS TO BE VOTED UPON. The Company’s proxy
statement and any other solicitation materials filed by the Company
with the Commission can be obtained free of charge at the
Commission’s website at www.sec.gov and at the investor
relations section of the Company’s website
at https://guardionhealth.com/sec-filings/. Stockholders may
also write to the Company at the following address to request
copies of these materials: Guardion Health Sciences, Inc., 15150
Avenue of Science, Suite 200, San Diego, California 92128. The
Company, its directors and certain of its officers will be
participants in the solicitation of proxies from stockholders in
respect of the Annual Meeting. The Company has also engaged
Kingsdale Advisors to aid in the solicitation of proxies. Detailed
information regarding the identity of participants, and their
respective interests in the Company by security holdings or
otherwise, are set forth in the definitive proxy statement for the
Annual Meeting. The contents of the websites referenced above are
not deemed to be incorporated by reference into the proxy
statement.
Forward-Looking Statement Disclaimer
With the exception of the historical information
contained in this press 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 not limited to, the Company’s ability to
raise sufficient financing to implement its business plan, the
impact of the COVID-19 pandemic on the Company’s business,
operations and the economy in general, and the Company’s ability to
successfully develop and commercialize its proprietary products and
technologies. 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 IR Scott Arnold 516-222-2560 scotta@coreir.com
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