GUARDION HEALTH SCIENCES, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The Company intends to call a special meeting of stockholders to consider an amendment (the "Amendment") to the Company's Certificate of Incorporation, as amended, to authorize a reverse split of the Common Stock (the "Reverse Split"). Each Investor has separately agreed pursuant to a side letter (the "Side Letter") to vote their respective shares of Preferred Stock on the Reverse Split proposal at the special meeting of stockholders and to not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the shares of the Preferred Stock, unless and until the Reverse Split has been approved by the Company's stockholders. Pursuant to the certificate of designation of the Series C Preferred Stock, the shares of Series C Preferred Stock have the right to vote on such Amendment on an as-converted to Common Stock basis. In addition, pursuant to the Side Letter, the shares of Series D Preferred Stock shall automatically be voted in a manner that "mirrors" the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) and Series C Preferred Stock are voted on the Amendment. The Amendment requires the approval of the majority of the votes associated with the Company's outstanding classes of stock entitled to vote on the proposal. Because the Series D Preferred Stock will automatically and without further action of the purchaser be voted in a manner that "mirrors" the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) and Series C Preferred Stock are voted on the Reverse Split, abstentions by common stockholders will not have any effect on the votes cast by the holders of the Series D Preferred Stock.
Pursuant to the Purchase Agreement, on
The holders of shares of Series C Preferred Stock will be entitled to dividends,
on an as-if converted basis, equal to dividends actually paid, if any, on shares
of Common Stock. The Series C Preferred Stock is convertible, at the option of
the holders and, in certain circumstances, by the Company, into shares of Common
Stock at a conversion price of
Item 3.02. Unregistered Sales of
The disclosure required by this Item and included in Item 1.01 of this Current Report on Form 8-Kis incorporated herein by reference.
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Item 3.03. Material Modifications to Rights of Security Holders.
The disclosure required by this Item and included in Item 1.01 of this Current Report on Form 8-Kis incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure required by this Item and included in Item 1.01 of this Current Report on Form 8-Kis incorporated herein by reference.
Item 8.01. Other Events.
The Company issued a press release announcing the Offering on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit No. Description.
3.1 Certificate of Designation of Series C Convertible Redeemable
Preferred Stock
3.2 Certificate of Designation of Series D Redeemable Preferred
Stock
10.1 Form of Securities Purchase Agreement between Guardion Health
Sciences, Inc. and the investors thereto, dated November 29,
2022
10.2 Form of Registration Rights Agreement between Guardion Health
Sciences, Inc. and the investors thereto, dated November 29,
2022
10.3 Form of Side Letter between Guardion Health Sciences, Inc. and
each investor, dated November 29, 2022
99.1 Press Release, dated November 29, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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