Amended Current Report Filing (8-k/a)
August 10 2021 - 05:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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): August 10, 2021 (June 1, 2021)
GUARDION
HEALTH SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38861
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47-4428421
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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2925
Richmond Avenue
Suite
1200
Houston,
Texas 77098
(Address
of principal executive offices, including zip code)
(800)
873-5141
Registrant’s
telephone number, including area code
15150
Avenue of Science, Suite 200
San
Diego, California 92128
(Former
name or former address, if changed since last report)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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GHSI
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The
Nasdaq Stock Market LLC
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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. [ ]
Cautionary
Language Concerning Forward-Looking Statements
This
Current Report on Form 8-K/A (this “Report”) contains forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act. These forward-looking statements are made on the basis of the current beliefs,
expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These
forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in Guardion
Health Sciences, Inc.’s reports that it files from time to time with the Securities and Exchange Commission (“SEC”)
and which you should review, including those statements under “Item 1A – Risk Factors” in the Guardion Health Sciences,
Inc.’s Annual Report on Form 10-K, as may be amended, supplemented or superseded from time to time by other reports Guardion Health
Sciences, Inc. files with the SEC.
These
forward-looking statements should not be relied upon as predictions of future events, and Guardion Health Sciences, Inc. cannot assure
you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking
statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty
by Guardion Health Sciences, Inc. or any other person that Guardion Health Sciences, Inc. will achieve its objectives and plans in any
specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as
of the date of this Report. Guardion Health Sciences, Inc. disclaims any obligation to publicly update or release any revisions to these
forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report or to reflect
the occurrence of unanticipated events, except as required by law.
Item
2.01 Completion of Acquisition or Disposition of Assets.
As
previously disclosed in a Current Report on Form 8-K, filed with the SEC on June 4, 2021 (the “Original Report”), Guardion
Health Sciences, Inc., through a wholly-owned subsidiary (individually and collectively, the “Company”), acquired all of
the issued and outstanding equity securities of Activ Nutritional, LLC (“Activ”) from
Adare Pharmaceuticals, Inc. (“Adare”). Activ owns the Viactiv® line of supplement chews for bone health, immune health
and other applications which are currently marketed through many of the nation’s largest retailers, including, among others, Walmart
(retail and online), Target and Amazon. The acquisition was consummated on June 1, 2021 pursuant to an Equity Purchase Agreement (“Purchase
Agreement”) dated as of May 18, 2021, by and among the Company, Adare and Activ. The
purchase price consisted of $26 million in cash, subject to certain adjustments as provided in the Purchase Agreement. As a result of
the acquisition, Activ became a wholly-owned subsidiary of the Company. Pursuant to the terms of the Purchase Agreement, the amount
due to Adare by Activ at closing was cancelled and contributed to capital.
This Report amends the Original
Report to include the following financial statements and pro forma financial information required by Item 9.01 of Form 8-K that were
previously omitted from the Original Report as permitted by Item 9.01(a)(3): (a) the audited financial statements of Activ and related
notes thereto as of and for the years ended December 31, 2020 and 2019, including the related audit report of the independent auditors,
KPMG LLP, which are included in Exhibit 99.1 hereto; (b) the unaudited interim condensed financial statements and related notes thereto
of Activ for the three months ended March 31, 2021 and 2020, which are included in Exhibit 99.1 hereto;
and (c) the unaudited pro forma condensed combined financial information of the Company giving effect to the acquisition of Activ
(the “pro forma financial information”), which includes the unaudited pro forma condensed combined balance sheet as of March
31, 2021 and related notes thereto (as if the transaction had occurred on that date), and the unaudited pro forma condensed combined
statements of operations and the related notes thereto for the three months ended March 31, 2021 and for the year ended December 31,
2020 (both as if the transaction had occurred on January 1, 2020), which are included in Exhibit 99.2 hereto.
The
pro forma financial information included in this Report has been presented for informational purposes only and is not necessarily indicative
of the combined financial position or results of operations that would have been realized had the acquisition of Activ occurred as of
the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations
that the Company will achieve after the acquisition.
The Company
has relocated its corporate headquarters from San Diego, California, to Houston, Texas, since the Company’s Chief Executive Officer
is located in Houston, Texas and management is being handled primarily on a virtual basis.
Item
9.01 Financial Statements and Exhibits.
(a)
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Financial
Statements of Business Acquired.
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The
audited financial statements and related notes thereto of Activ as of and for the years ended December 31, 2020 and 2019, including the
related audit report of the independent auditors, KPMG LLP, and the unaudited interim condensed financial statements
and related notes thereto of Activ for the three months ended March 31, 2021 and 2020, are filed herewith as Exhibit 99.1 and incorporated
herein by reference .
(b)
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Pro
Forma Financial Information.
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The
unaudited pro forma condensed combined financial information of the Company, giving effect to the acquisition of Activ, which includes
the unaudited pro forma condensed combined balance sheet and related notes thereto as of March 31, 2021, the unaudited pro forma condensed
combined statements of operations and related notes thereto for the three months ended March 31, 2021 and for the year ended December
31, 2020, are filed herewith as Exhibit 99.2 and incorporated herein by reference.
Exhibit
Number
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Description
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23.1
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Consent
of KPMG LLP, the independent auditors of Activ Nutritional, LLC.
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99.1
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The audited financial statements and related notes thereto of Activ Nutritional, LLC as of and for the years ended December 31, 2020 and 2019, including the related audit report of the independent auditors, KPMG LLP, and the unaudited interim condensed financial statements and related notes thereto for the three months ended March 31, 2021 and 2020.
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99.2
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The
unaudited pro forma condensed combined financial information of Guardion Health Sciences, Inc., giving effect to the acquisition
of Activ Nutritional, LLC, which includes the unaudited pro forma condensed combined balance sheet and related notes as of March
31, 2021 and the unaudited pro forma condensed combined statements of operations and related notes thereto for the three months ended
March 31, 2021 and the year ended December 31, 2020.
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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.
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GUARDION
HEALTH SCIENCES, INC.
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Date:
August 10, 2021
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By:
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/s/
Bret Scholtes
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Name:
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Bret
Scholtes
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Title:
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Chief
Executive Officer
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