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.

 

Item 8.01 Other Events

 

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

 

Exhibit No.   Description
99.1   Press release, dated June 2, 2021

 

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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

 

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