Current Report Filing (8-k)
June 04 2021 - 8:45AM
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): June 1, 2021
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.)
|
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
2.01
|
Completion
of Acquisition or Disposition of Assets
|
As
previously reported on a Current Report on Form 8-K (the “Prior 8-K) filed with the Securities and Exchange Commission (the “SEC”)
on May 21, 2021, on May 18, 2021, Guardion Health Sciences, Inc. (the “Company”) entered
into an Equity Purchase Agreement (the “Purchase Agreement”) by and among the Company, Adare Pharmaceuticals, Inc., a Nevada
corporation (the “Seller”), and Activ Nutritional, LLC, a Delaware limited liability company (“Activ Nutritional”),
pursuant to which the Company agreed to purchase all of the issued and outstanding equity securities of Activ Nutritional from the Seller.
A copy of the Purchase Agreement was attached as Exhibit 10.1 to the Prior 8-K and is incorporated herein by reference.
On
June 1, 2021 (the “Closing Date”), the parties consummated the transactions contemplated by the Purchase Agreement and Activ
Nutritional became a wholly owned subsidiary of the Company.
Pursuant
to the terms of the Purchase Agreement, on the Closing Date, the Company acquired all of the equity of Activ Nutritional form the Seller
for a cash payment of $26 million, subject to certain adjustments.
The
foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the full text of the Purchase Agreement.
On
June 2, 2021, the Company issued a press release announcing the closing of the transactions contemplated by the Purchase Agreement. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01
|
Financial
Statements and Exhibits
|
(a)
Financial Statements of Business Acquired.
As
permitted by Item 9.01(a)(3) of Form 8-K, the financial statements required by Item 9.01(a) of Form 8-K will be filed by the Company
by an amendment to this Current Report on Form 8-K not later than 71 days after the date upon which this Current Report on Form 8-K was
required to be filed.
(b)
Pro Forma Financial Information.
As
permitted by Item 9.01(b)(2) of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by the
Company by an amendment to this Current Report on Form 8-K not later than 71 days after the date upon which this Current Report on Form
8-K was required to be filed.
(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:
June 4, 2021
|
|
|
|
By:
|
/s/
Bret Scholtes
|
|
Name:
|
Bret
Scholtes
|
|
Title:
|
Chief
Executive Officer
|
Guardion Health Sciences (NASDAQ:GHSI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Guardion Health Sciences (NASDAQ:GHSI)
Historical Stock Chart
From Apr 2023 to Apr 2024