Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As previously disclosed, Guardion Health Sciences, Inc (the "Company") held a
special meeting of stockholders on January 5, 2023 (the "Meeting"). At the
Meeting, the Company's stockholders approved a proposal to amend the Company's
Certificate of Incorporation to effect a reverse split of the Company's
outstanding shares of common stock, par value $0.001, at a specific ratio, up to
a maximum of a 1-for-100 split, with the exact ratio to be determined by the
Company's board of directors in its sole discretion.
Following the Meeting, the board of directors approved a one-for-fifty
(1-for-50) reverse split of the Company's issued and outstanding shares of
common stock (the "Reverse Stock Split"). On January 6, 2023, the Company filed
with the Secretary of State of the State of Delaware a certificate of amendment
to its certificate of incorporation (the "Certificate of Amendment") to effect
the Reverse Stock Split. The Reverse Stock Split became effective as of 4:01
p.m. Eastern Time on January 6, 2023, and the Company's common stock is expected
to begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on
January 9, 2023.
When the Reverse Stock Split becomes effective, every 50 shares of the Company's
issued and outstanding common stock will automatically be combined, converted
and changed into 1 share of the Company's common stock, without any change in
the number of authorized shares or the par value per share. In addition, a
proportionate adjustment will be made to the per share exercise price and the
number of shares issuable upon the exercise of all outstanding stock options,
restricted stock units and warrants to purchase shares of common stock and the
number of shares reserved for issuance pursuant to the Company's equity
incentive compensation plans. Further, the Series A and Series B warrants issued
in connection with the February 2022 securities offering contain a provision
which will require that the exercise price of such warrants of $0.37 per share
be adjusted to the volume weighted average price of the Company's common stock
for the five trading days immediately following effectiveness of the reverse
stock split, if such calculation results in an exercise price below the current
exercise price. Any fraction of a share of common stock that would be created as
a result of the Reverse Stock Split will be rounded up to the next whole share.
Holders of the Company's common stock held in book-entry form or through a bank,
broker or other nominee do not need to take any action in connection with the
Reverse Stock Split. Stockholders of record will be receiving information from
the Company's transfer agent regarding their common stock ownership post-Reverse
Stock Split.
The Company's common stock will continue to trade on the Nasdaq Stock Market LLC
under the existing symbol "GHSI", but the security has been assigned a new CUSIP
number (40145Q500).
The foregoing description of the Certificate of Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report
on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events.
On January 6, 2023, the Company issued a press release announcing the Reverse
Stock Split. 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
(d) Exhibits.
Exhibit No. Exhibit
3.1 Certificate of Amendment to Certificate of Incorporation of
Guardion Health Sciences, Inc.
99.1 Press release dated January 6, 2023
104 Cover Page Interactive Data File (embedded within the XBRL document)© Edgar Online, source Glimpses
GUARDION HEALTH SCIENCES, INC. 
