UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20222023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number: 001-38861

GUARDION HEALTH SCIENCES, INC.

(Exact name of registrant as specified in its charter)

800-873-5141

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”filer”, “accelerated filer,”filer”, “smaller reporting company,”company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒No

On June 30, 2022,2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $9.29.9million based upon the closing price of the registrant’s common stock of $7.25$7.78 per share on The Nasdaq Capital Market as of that date.

As of April 18, 2023,25, 2024, there were 1,267,3401,284,156 shares of the registrant’s common stock, par value $0.001 per share, issued and outstanding.

Documents Incorporated by Reference: None
 

EXPLANATORY NOTE

Guardion Health Sciences, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2022,2023, as filed with the Securities and Exchange Commission on April 17, 2023March 29, 2024 (the “Original Filing”), to include the information required by Part III of Form 10-K. The Part III information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. The information required by Items 10-14 of Part III is no longer being incorporated by reference to the proxy statement relating to our 2023 Annual Meeting of Shareholders. The reference on the cover of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted. This Amendment No. 1 is not intended to update any other information presented in the Original Filing. In addition, as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No.1. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omittedomitted..

TABLE OF CONTENTS

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets forth the names and ages of the current Board of Directors of the Company, our executive officers and the principal offices and positions held by each such person.

Bret Scholtes.Janet Hall. Bret ScholtesJanet “Jan” Hall has been a Director,served as our President and Chief Executive Officer of the Company since January 2021June 19, 2023 when heshe joined the Company. Ms. Hall has also served as a director, Independent Board Chair and HR and Governance Committee Chair of Fieldless Farms, Inc. Prior to hisher appointment, Mr. ScholtesMs. Hall served as the President and Chief Executive Officer and director of Omega Protein Corporation (“Omega”) since 2012 andM2 Ingredients, Inc. from February 2018 to October 2022. Ms. Hall also serves as a director of Omega since 2013.SideChef Group Limited and Fieldless Farms, Inc., and previously served as a director of Baby Gourmet Foods, Inc. from May 2018 to December 2020. Prior to his selection as Chief Executive Officer2018, Ms. Hall held senior executive positions at Johnson & Johnson, where she was President, North America of Omega, Mr. Scholtes served as the Omega’s ExecutiveThe Neutrogena Corporation, and The Coca-Cola Company, where she was Senior Vice President and Chief Financial OfficerGeneral Manager of Consumer Marketing. Ms. Hall holds a B.A. in History from January 2011 to December 2011, and its Senior Vice President - Corporate Development from April 2010 to December 2010. Mr. Scholtes also has five years of public accounting experience. Mr. Scholtes holds an MBA degreeLeeds University in Finance from New York University and a degree in Accounting from the University of Missouri – Columbia. We believe Mr. Scholtes is qualified to serve as a member of our board of directors because he is the senior executive officer of the Company, and due to his extensive experience in the Company’s industry. Additionally, the Company has agreed in Mr. Scholtes’ employment agreement to nominate him for reelection as a member of the board of directors at the expiration of each term of office during the term of the agreement.England.

Jeffrey Benjamin.Katie Cox. Jeffrey BenjaminKatie Cox has served as our Chief Accounting Officer since August 1, 2021. From April 2021 through July 2021, Mr. Benjamin has25, 2023. Prior to her appointment, Ms. Cox had been the Company’s Head of Financial Planning and Analysis since June 2022. Prior to her joining the Company, Ms. Cox served as the Corporate ControllerDirector of Financial Planning and Analysis for Catalent Pharma Solutions, a subsidiary of Catalent, Inc., and as the Company. From January 2020Finance Manager of Baxter Pharmaceutical Solutions, LLC, a subsidiary of Baxter Healthcare, Inc. from August 2005 to February 2020, Mr. Benjamin served asSeptember 2019. Ms. Cox holds an MBA from Indiana Wesleyan University and a consultant to Capstone Turbine, a provider of clean and green on-site energy solutions, and from September 2019 until January 2020, he served as Consulting Controller of Mendocino Farms Sandwich Market. In addition, from October 2017 until April 2018, Mr. Benjamin served as VP Finance of Ritter Pharmaceuticals, Inc. (currently known as Qualigen Therapeutics, Inc. (NASDAQ-CM: QLGN)), a biotechnology company focused on developing novel therapeutics for the treatment of cancer and infectious diseases, and from February 2017 to October 2017, he served as Consulting Controller of Unified Grocers, a wholesale grocery cooperative, which subsequently merged with SUPERVALU. Mr. Benjamin previously served in various other capacities including, but not limited to, Principal of Tatum by Randstad; Chief Financial Officer of Communications Infrastructure Corporation; Corporate Controller of Liaison Technologies; Vice President, Corporate Controller of Internap Network Services Corp; and Controller of UPS Capital. Mr. Benjamin is a Certified Public Accountant in the State of New York and received his B.A. in accounting and information systemsPsychology from Queens College, CityIndiana University of New York.Bloomington.

Craig Sheehan. Mr. Sheehan has served as our Chief Commercial Officer since June 2021 when he joined the Company following the Company’s acquisition of the Viactiv brand.brand and business. For the prior four years before joining the Company, Mr. Sheehan was the senior executive responsible for the Viactiv brand of products with the prior owner, Adare Pharmaceuticals, Inc. Prior to Adare Pharmaceuticals, Inc., Mr. Sheehan spent 20 years in various marketing leadership positions at Church & Dwight, responsible for such iconic, science-backed brands as Arm & Hammer®, First Response®, OxiClean®, and Vitafusion®. Mr. Sheehan holds an MBA and a B.A. in Chemistry from Rutgers University.

Robert N. Weingarten. Robert N. Weingarten has been a Director since June 2015 and Chairman of the boardBoard of directorsDirectors since July 2020. Since June 2020, Mr. Weingarten has served as the Company’s non-employee corporate secretary. Previously, Mr. Weingarten served as Lead Director on our boardBoard of directorsDirectors from January 2017 to March 2020. He is an experienced business consultant and advisor with an ongoing consulting practice focused on accounting and financial compliance for public companies. Since 1979, he has provided financial consulting and advisory services and served on boards of directors of severalnumerous public companies in various stages of development, operation or reorganization. Since August 2020, Mr. Weingarten has been the Vice President and Chief Financial Officer of Lixte Biotechnology Holdings, Inc. (NASDAQ-CM: LIXT). From July 2017 to June 2018, Mr. Weingarten was the Chief Financial Officer of Alltemp, Inc. (OTCPK: LTMP). From April 2013 to February 2017, Mr. Weingarten served on the board of directors of RespireRx Pharmaceuticals Inc. (OTCQB: RSPI) and also served as its Vice President and Chief Financial Officer. Mr. Weingarten received a B.A. in Accounting from the University of Washington in 1974, an M.B.A. in Finance from the University of Southern California in 1975, and is a Certified Public Accountant (inactive) in the State of California. Mr. Weingarten has considerable accounting and finance experience, particularly with regard to public company reporting requirements. The Company believes that Mr. Weingarten’s accounting and finance experience qualifies him to serve on the boardBoard of directorsDirectors and as chairmanChairman of the audit committee.Audit Committee.

Mark Goldstone. Mark Goldstone has been a Director since June 2015. Mr. Goldstone has over 25 years of experience in the healthcare industry, encompassing operations, commercialization, consulting, mergers and acquisitions and venture capital. He has led some of the largest specialist consulting and communications groups in the world and was a founding partner at Forepont Capital (VC). Previously, he was Chief Operating Officer of EuroRSCG Life (now Havas), Global CEO of healthcare at top brand and business consultancy, Interbrand and Worldwide President of Doyle, Dane and Bernbach global healthcare businesses. He has developed successful commercialization strategies and programs from early-stage and market development, to product launch and late-stage lifecycle management for blue-chip pharmaceutical and packaged goods companies including Pfizer, Merck, Novartis, Bayer, GSK, Sanofi, Colgate Palmolive, L’Oreal, Danone, Johnson & Johnson, Roche. Mr.Mr Goldstone began his career as a clinical Pharmacist and is a member of the Royal Pharmaceutical Society. He is board member of the prestigious Galien Foundation and the Industry Advisory Board for the UK Government’s BRCD initiative. Mr. Goldstone’s breadth of experience in sales, marketing and strategic transactions in the healthcare industry is particularly useful to the Company as it develops its business, commercializes it products and builds its marketing channels. The Company believes that these experiences and qualifications make Mr. Goldstone particularly suitable to serve as a directorDirector and guide the Company in the complexities of the life science and healthcare services industries.

Donald A. Gagliano, M.D. Donald A. Gagliano, M.D., has served as a Director since the Company’s initial public offering on April 9, 2019. Additionally, Dr. Gagliano has been a member of our Scientific Advisory Board since June 2015. Since October 2018, Dr. Gagliano has been the principal of GMIC LLC, which provides healthcare consultation services primarily for health systems engineering and ophthalmology subject matter expertise. Dr. Gagliano does not currently hold any directorships and has not held any directorships within the past five years. From April 2013 to October 2013, Dr. Gagliano was the Vice President for Global Medical Affairs for Bausch+Lomb, Inc. From 2016 to present, Dr. Gagliano has served as the President and Immediate Past President of the Prevention of Blindness Society. From November 2008 to March 2013, Dr. Gagliano served under the Assistant Secretary of Defense for Health Affairs as the first Executive Director of the Joint Department of Defense and Department of Veterans Affairs Vision Center of Excellence. In 1975, Dr. Gagliano graduated from the US Military Academy at WestPoint with a degree in Engineering. In 1981, he received a Bachelor of Science in medicine from Chicago Medical School and in 1998 he received his Master of Healthcare Administration from Penn State University. Dr. Gagliano’s breadth of experience in the healthcare industry is particularly useful to the Company as it develops its business, commercializes products and builds its marketing channels. The Company believes that these experiences and expertise make Dr. Gagliano particularly suitable to serve as a directorDirector and guide the Company in the complexities of the life science and healthcare services industries.industries and to provide scientific expertise to the Company.

Michaela Griggs. Michaela Griggs has been a directorDirector since December 9, 2021. Presently, Mrs. Griggs serves as Chief Aesthetic Officer of Forefront Dermatology. From October 2020 to December 2022, Mrs. Griggs served as the Chief Executive Officer of Los Angeles, California-based Southern California Reproductive Center, a leading operator of multi-location fertility and reproductive centers. From January 2017 until October 2020, Mrs. Griggs served as Executive Vice President of Barco Uniforms’ Health Care & Identity Divisions, an apparel company, and from August 2015 until November 2016, she served as General Manager, NA & VP Global Marketing (Chief Marketing Officer) of Tria Beauty. In addition, Mrs. Griggs held key executive marketing positions at Allergan, Bayer Healthcare and 3M Unitek, where she was instrumental in developing and improving brand, retail and distribution strategies for global brands such as Botox®, Juvederm®, and One-A-Day® multi-vitamins, as well as other key brand portfolios. Mrs. Griggs earned a Master’s in Business Administration degree from the London School of Business and Finance/University of Wales, and her Diploma of the British Orthoptic Society (DBO) from Sheffield/Leeds School of Orthoptics. We believe Mrs. Griggs is qualified to serve as a member of the boardBoard of directorsDirectors because of her experience developing and marketing well-known healthcare and supplement brands, as well as her overall experience in the consumer-driven market and her brand marketing acumen.

Family Relationships

There are no family relationships among any of our officers or directors.

Corporate Governance

Board Leadership Structure

Robert N. Weingarten has served as the Chairman of the boardBoard of directorsDirectors since July 2020 after having served as Lead Director from June 2017 through March 31, 2020. Bret ScholtesJan Hall serves as our Chief Executive Officer and President. We believe that this structure is the most effective structure for us and our stockholders at this time because the Chairman (i) can provide the Chief Executive Officer with frequent guidance and feedback on hisher performance and assist with the public reporting functions, (ii) provides a more effective channel for the boardBoard of directorsDirectors to express its views on management and the Company’s strategic goals, and (iii) allows the Chairman to focus on stockholder interests and corporate governance while providing our Chief Executive Officer with the ability to focus hisher attention on managing our day-to-day operations and executeexecuting the Company’s strategic plans. As Mr. Weingarten has experience with advising boards of directors and senior management with respect to management and other business aspects, he is particularly well-suited to serve as Chairman.

We recognize that different board leadership structures may be appropriate for companies in different situations. We will continue to re-examine our corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet the Company’s needs.

Role in Risk Oversight

Management is responsible for managing the risks that we face. The boardBoard of directorsDirectors is responsible for overseeing management’s approach to risk management that is designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. The involvement of the full boardBoard of directorsDirectors in reviewing our strategic objectives and plans is a key part of the board of directors’their assessment of management’s approach and tolerance to risk. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us.appropriate. In setting our business strategy, our boardBoard of directorsDirectors assesses the various risks being mitigated by management and determines what constitutes an appropriate level of risk for us.the Company.

Director Independence

The listing rules of The Nasdaq Capital Market require that independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of The Nasdaq Capital Market require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of The Nasdaq Capital Market, a director will only qualify as an “independent director” if, in the opinion of that company’s boardthe Company’s Board of directors,Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Company’s boardBoard of directorsDirectors has undertaken a review of the independence of the Company’s directors and considered whether any director has a material relationship that could compromise their ability to exercise independent judgment in carrying out their responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the boardBoard of directorsDirectors has determined that each of Messrs. Weingarten, Goldstone and Gagliano and Mrs. Griggs, representing currently fourall of the Company’s current five director nominees,directors, are “independent” as that term is defined under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing standards of The Nasdaq Capital Market. In making these determinations, the boardBoard of directorsDirectors considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances the boardBoard of directorsDirectors deemed relevant in determining their independence, including the beneficial ownership of the Company’s capital stock by each non-employee director, and any transactions involving them described in the section captioned “—Certain“Certain Relationships and Related Transactions and Director Independence”.

Committees of the Board of Directors

In October 2018, the boardBoard of directorsDirectors established an audit committee and a compensation committee and incommittee. In October 2021, the boardBoard of directorsDirectors established a nominating and corporate governance committee, eachcommittee. In May 2023, the Board of whichDirectors established an investment banking committee. Each of the committees are comprised and have the responsibilities described below. Each of the below committees has a written charter, or operates according to resolutions, approved by the Company’s boardBoard of directors.Directors. Each of the committees reports to the Company’s boardBoard of directorsDirectors as such committee deems appropriate and as the Company’s boardBoard of directorsDirectors may request.

The composition and functions of each committee are described below.

* Chairperson of the committee

** Described below

Audit Committee

The audit committee is currently comprised of Robert N. Weingarten, Mark Goldstone and Donald Gagliano. Mr. Weingarten serves as the chairperson of the audit committee. The Company’s boardBoard of directorsDirectors has determined that each member of the audit committee meets the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and the listing standards of The Nasdaq Capital Market. The Company’s boardBoard of directorsDirectors has also determined that Mr. Weingarten is an “audit committee financial expert” as defined in the rules of the SEC and has the requisite financial sophistication as defined under the listing standards of The Nasdaq Capital Market. The responsibilities of the audit committee include, among other things:

The Company’s audit committee operates under a written charter which satisfies the applicable rules and regulations of the SEC and the listing standards of The Nasdaq Capital Market. The audit committee met fivesix times during the year ended December 31, 2022.2023.

Compensation Committee

The Company’s compensation committee is currently comprised of Mark Goldstone, Robert N. Weingarten and Michaela Griggs. Mr. Goldstone serves as the chairperson of the compensation committee. The Company’s boardBoard of directorsDirectors has determined that each member of the compensation committee meets the requirements for independence under the applicable rules and regulations of the SEC and listing standards of The Nasdaq Capital Market. Each member of the compensation committee is a non-employee director as defined in Rule 16b-3 promulgated under the Exchange Act. The purpose of the compensation committee is to oversee the Company’s compensation policies, plans and benefit programs and to discharge the responsibilities of the Company’s boardBoard of directorsDirectors relating to compensation of its executive officers. The responsibilities of the compensation committee include, among other things:

The compensation committee formally met twiceonce during the year ended December 31, 2022.2023.

Nominating and Corporate Governance Committee

On October 22, 2021, the boardBoard of directorsDirectors formed a stand-alone nominating and corporate governance committee. The Company’s nominating and corporate governance committee is currently comprised of Robert N. Weingarten, Mark Goldstone and Michaela Griggs. Mr. Goldstone serves as the chairperson of the nominating and corporate governance committee. The Company’s boardBoard of directorsDirectors has determined that each member of the nominating and corporate governance committee meets the requirements for independence under the applicable rules and regulations of the SEC and listing standards of The Nasdaq Capital Market. The purpose of the nominating and corporate governance committee is to, among other things, identify individuals qualified to become members of the Company’s boardBoard of directorsDirectors and recommend to the boardBoard of directorsDirectors the persons to be nominated for election as directors and to each committee of the boardBoard of directors.Directors. The nominating and corporate governance committee is responsible for reviewing the appropriate characteristics, skills and experience required for the boardBoard of directorsDirectors as a whole and its individual members. In evaluating the suitability of individual candidates the nominating and corporate governance committee considers many factors, including the following:

The nominating and corporate governance committee evaluates each individual in the context of the boardBoard of directorsDirectors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

The nominating and corporate governance committee did not meet during the year ended December 31, 2023.

Investment Banking Committee

On May 31, 2023, the Company’s Board of Directors formed a stand-alone investment banking committee. The investment banking committee is currently comprised of Robert Weingarten and Mark Goldstone. Mr. Weingarten serves as chairperson of the investment banking committee. The Company established the investment banking committee to explore transactions designed to maximize stockholder value and to work with the Company’s exclusive financial advisor, Alantra Partners (“Alantra”).

Throughout this months-long process that has led the Company to enter into a definitive transaction document to sell its Viactiv® brand and business, the investment banking committee met threeat least weekly with Alantra, the Company’s management and, at times, the Company’s legal counsel and other professional advisors, to monitor and review the process and the state of the various discussions occurring with the potential transaction participants. The investment banking committee also met informally numerous times during the year ended December 31, 2022.2023. The Board of Directors met numerous times since the establishment of the investment banking committee to receive updates on the process. On July 19, 2023, the investment banking committee met to review the status of the Company’s exploration of a sale of the Viactiv® brand and business being conducted by Alantra, discuss certain tax issues and approvals that might be necessary to address, and reverse merger and recapitalization opportunities in the event the Company decided to move forward with a sale of the Viactiv® brand and business.

The investment banking committee formally met once during the year ended December 31, 2023, in addition to the meetings described above.

Code of Business Conduct and Ethics

The Company’s boardBoard of directorsDirectors adopted a code of business conduct and ethics applicable to its employees, directors and officers in accordance with applicable U.S. federal securities laws and the corporate governance rules of The Nasdaq Capital Market. The code of business conduct and ethics is publicly available on the Company’s website. Any substantive amendments or waivers of the code of business conduct and ethics or code of ethics for senior financial officers may be made only by the Company’s boardBoard of directorsDirectors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of The Nasdaq Capital Market.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table sets forth the total compensation paid or accrued during the fiscal years ended December 31, 20222023 and 20212022 to (i) our Chief Executive Officer,Officers, and (ii) our two next most highly compensated executive officers who earned more than $100,000 during the fiscal year ended December 31, 2022 and were serving as executive officers as of such date2023 (we refer to these individuals as the “Named Executive Officers”).

(1) Bret ScholtesMs. Hall was appointed as President and Chief Executive Officer President and a director of the Company on January 6, 2021.June 19, 2023.

(2) Effective as of June 12, 2020, Michael Favish9, 2023, Mr. Scholtes terminated his employment as Chief Executive Officer and President of the Company and resigned as a member of the boardBoard of directors. Mr. Favish was not an executive officer of the Company during any portion of the year ended December 31, 2021. Mr. Favish was awarded a stock option grant on April 9, 2019 for 208,334 shares of the Company’s common stock at an exercise price of $26.40 per share (110% of the Company’s initial public offering price per common share) pursuant to his employment agreement (the “Favish Option”). In connection with the termination of employment, the Company agreed to pay Mr. Favish a severance payment of $325,000, paid out over 12 months. Compensation for 2021 represents solely cash severance payments that terminated in June 2021. Additionally, all stock options granted to Mr. Favish have terminated.Directors.

(3) CraigMr. Sheehan was appointed as Chief Commercial Officer of the Company on June 2, 2021.

(4) Dr. Evans actedMs. Cox was appointed as Interim Chief ExecutiveAccounting Officer of the Company from June 12, 2020 to January 6, 2021, while also continuing to serveon July 25, 2023. Prior thereto, Ms. Cox served as the Company’s Chief Science Officer, a role he heldHead of Financial Planning and Analysis since September 29, 2017. Subsequent to January 6, 2021, Dr. Evans continued in his role as Chief Science Officer. Dr. Evans ceased being Chief Science Officer and an employee of the Company on December 31, 2021.June 2022.

(5) Effective July 25, 2023, Mr. Schmidt was appointedBenjamin terminated his employment as Chief FinancialAccounting Officer of the Company.

Employment Agreements

Jan Hall

On May 28, 2023, the Company effectentered into an employment agreement, which was amended April 3, 2024 (the “Hall Employment Agreement”) with Ms. Hall pursuant to which Ms. Hall would serve as of July 20, 2020 (the “Effective Date”)President and resigned as Chief FinancialExecutive Officer of the Company effective as of July 12, 2021. Mr. Schmidt’s annual base salary was $250,000. In addition,June 19, 2023 (the “Hall Effective Date”). The term of the Hall Employment Agreement commenced on the Effective Date Mr. Schmidt was grantedand continues until terminated by either party for any reason. Pursuant to the Hall Employment Agreement, Ms. Hall receives an awardannual base salary of 3,333 stock options under$370,000 (the “Hall Base Salary”), subject to withholding, and payable in accordance with the Company’s regular payroll practices. Ms. Hall is eligible to receive a target bonus of up to 100% of the Base Salary, subject to achievement of annual Company and individual performance objectives as established by the Board of Directors (the “Bonus”), prorated for 2023. The Bonus is paid, to the extent earned, in the calendar year following the calendar year for which the performance objectives are established. The Hall Employment Agreement provides for a transaction bonus of $300,000 in the event a Change of Control (as defined in the Company’s 2018 Equity Incentive Plan (the “2018 Plan”)) occurs by June 30, 2024, subject to satisfying certain conditions, including continued employment through the occurrence of the Change of Control, and, if requested by the Company, her agreement to provide customary transition services to the Company, compliance with any restrictive covenants, and a release of claims. In addition, the Hall Agreement provides that if Ms. Hall earns the transaction bonus, such bonus represents the full annual bonus for the 2023 calendar year.

On May 30, 2023, Ms. Hall was granted awards under the 2018 Plan for 10,000 stock options (the “Hall Options”) at an exercise price of $300.00 per share, all$6.0. The Hall Options vest and become exercisable ratably in eight installments over a period of which stock options have terminated. All other compensation for 2021 primarily consistedtwo years, with one-eighth of the payout of accrued vacationHall Options vesting each fiscal quarter commencing on September 30, 2023, subject to continued service, and shall vest in full upon Mr. Schmidt’s resignation.a Change in Control (as defined in the 2018 Plan). In addition, Ms. Hall is eligible to participate in such retirement, life insurance, fringe and other employee benefit plans that the Company maintains for its full-time employees (collectively, the “Benefits”), and is be eligible to be reimbursed for reasonable documented business expenses. Furthermore, any compensation paid to Ms. Hall will be subject to clawback as may be required by law or the Company’s clawback policy.

(6) Mr. BenjaminIn the event that Ms. Hall terminates her employment for Good Reason (as defined in the Hall Employment Agreement), or the Company terminates her employment without Cause (as defined in the Hall Employment Agreement), Ms. Hall is entitled to severance in the form of nine months of Hall Base Salary continuation, which is increased to twelve months of Hall Base Salary continuation if termination occurs on or after May 17, 2024, payable in accordance with the Company’s normal payroll practices, with the first payment commencing within 45 days of the termination date. The Hall Employment Agreement also provides (i) that in the event the Company terminates Ms. Hall’s employment without Cause and a Change of Control closes on or prior to June 30, 2024, the Company shall pay or provide to Ms. Hall continuation of group health benefits for the severance period, and (ii) that the Company, in its sole discretion, may pay Ms. Hall’s severance in a lump sum to the extent permissible under Section 409A of the Internal Revenue Code (the “Code”); provided, however, in the event Ms. Hall becomes engaged or retained, as an employee, consultant, independent contractor, advisor, or otherwise, on a full-time basis by the acquirer or an affiliate of the acquirer in such Change of Control within 90 days of her termination of employment, Ms. Hall will be required to repay the Company her full severance amount, plus any fees or expenses incurred by the Company to collect such severance payments.

Katie Cox

On September 21, 2023, the Company entered into an employment agreement (the “Cox Employment Agreement”) pursuant to which Ms. Cox was appointed as Chief Accounting Officer of the Company effective as of August 1, 2021.July 25, 2023. On April 3, 2024, the Company entered into an amendment (the “Cox Amendment”) with Ms. Cox to the Cox Employment Agreement. Ms. Cox’s annual base salary is $225,000 (the “Cox Base Salary”). Pursuant to the Cox Employment Agreement, Ms. Cox is eligible to participate in such retirement, life insurance, fringe and other employee benefit plans that the Company maintains for its full-time employees, and is eligible to be reimbursed for reasonable documented business expenses. Furthermore, any compensation paid to Ms. Cox will be subject to clawback as may be required by the Company’s clawback policy.

In the event that Ms. Cox terminates her employment for Good Reason (as defined in the Cox Employment Agreement) or the Company terminates her employment without Cause (as defined in the Cox Employment Agreement), Ms. Cox will be entitled to severance in the form of three months of the Cox Base Salary and continuation of group health benefits during the severance period. The Cox Amendment (i) provides that in the event the Company terminates Ms. Cox’s employment without Cause (as defined in the Cox Employment Agreement), including due to a Change in Control (as defined in the Cox Employment Agreement) that occurs on or prior to June 30, 2024, and the orderly wind-down and liquidation of the Company following such Change in Control, Ms. Cox will be entitled to severance in the form of nine months of the Cox Base Salary to be paid in one lump sum within 60 days of Ms. Cox’s termination date and continuation of the Cox Benefits; (ii) provides her with a $25,000 transaction bonus (“Cox Transaction Bonus”) in the event the Transaction closes on or prior to June 30, 2024 and Ms. Cox satisfies certain enumerated conditions such as Ms. Cox’s devoted contribution to a successful completion of the Transaction, continued employment with the Company, its successor or acquiror through the closing date of the Transaction and the payment date, compliance with any restrictive covenants set forth in the Cox Employment Agreement or any other written agreement with the Company or its affiliate, and execution and non-revocation of a release of claims, and if requested by the Company, her agreement to provide customary transition services to the Company; and (iii) provides her with a $50,000 retention bonus (“Cox Retention Bonus”) subject to Ms. Cox’s continued employment with the Company though the closing date of a subsequent Change of Control, continued employment with the Company through the orderly wind-down and liquidation of the Company following such subsequent Change of Control and compliance with any restrictive covenants, and if requested by the Company, her agreement to enter into, and continued compliance with the terms of, a suitable consulting agreement with the Company.

Employment AgreementsPrior to her appointment as Chief Accounting Officer, Ms. Cox served as the Company’s Head of Financial Planning and Analysis since June 2022. On May 18, 2023, Ms. Cox entered into a retention agreement with the Company (the “Cox Retention Agreement”), pursuant to which Ms. Cox received a $50,000 bonus on December 31, 2023. The Cox Amendment terminated the Cox Retention Agreement.

Craig Sheehan

The Company and Mr. Sheehan entered into an employment agreement (the “Sheehan Employment Agreement”), dated June 2, 2021 (the “Sheehan Effective Date”), pursuant to which Mr. Sheehan serves as the Company’s Chief Commercial Officer. Mr. Sheehan’s annual base salary is $250,000. The Sheehan Employment Agreement provides that Mr. Sheehan shall have an annual target cash bonus opportunity of no less than 50% of his base salary (the “Sheehan Bonus”) based on the achievement of Company and individual performance objectives to be determined in good faith by the Board of Directors and in consultation with Mr. Sheehan. Mr. Sheehan was not awarded a bonus for the year ended December 31, 2022. Furthermore, any compensation paid to Mr. Sheehan will be subject to clawback as may be required by law or the Company’s clawback policy.

The initial term of the Sheehan Employment Agreement was one year, with automatic one-year renewals, unless either party provides written notice of a non-renewal in accordance with the terms of the Sheehan Employment Agreement (the “Sheehan Term”).

Mr. Sheehan is also entitled to certain other benefits consistent with those provided to other senior executives of the Company. In addition, effective as of the Sheehan Effective Date, Mr. Sheehan was granted awards under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) for 1,000 stock options (the “Sheehan Options”) at an exercise price of $80.50 per share, and 1,000 restricted shares of the Company’s common stock (the “Sheehan Shares”). The Sheehan Options and the Sheehan Shares vest and become exercisable ratably over three years from June 30 of each year commencing on June 30, 2022, subject to continued service, and shall vest in full upon a Change in Control (as defined in the 2018 Plan).

In the event that Mr. Sheehan terminates his employment for Good Reason (as defined in the Sheehan Employment Agreement) or the Company terminates his employment without Cause (as defined in the Sheehan Employment Agreement), Mr. Sheehan will be entitled to severance in the form of six months of the Sheehan Base Salary, continuation of group health benefits during the severance period, any annual bonus for the year prior to the year in which his employment terminates, and a prorated annual bonus for the year in which his employment terminates. On April 3, 2024, the Company entered into an amendment (the “Sheehan Amendment”) with Mr. Sheehan to the Sheehan Employment Agreement. The Sheehan Amendment (i) provides him with a $35,000 bonus in the event his employment is terminated by the Company without Cause (as defined in the Sheehan Employment Agreement), following a Change of Control (as defined in the Sheehan Employment Agreement) that closes on or prior to June 30, 2024, and (ii) provides that the Company, in its sole discretion, may pay Mr. Sheehan’s severance in a lump sum to the extent permissible under Section 409A of the Code; provided, however, in the event Mr. Sheehan becomes engaged or retained, as an employee, consultant, independent contractor, advisor, or otherwise, on a full-time basis by the acquirer or an affiliate of the acquirer in such Change of Control within 90 days of his termination of employment, Mr. Sheehan will be required to repay the Company his full severance amount, plus any fees or expenses incurred by the Company to collect such severance payments.

On June 1, 2023, the Company entered into a bonus agreement with Mr. Sheehan (the “Sheehan Bonus Agreement”), pursuant to which Mr. Sheehan was eligible to receive a bonus of up to $200,000 during 2023 (the “Sheehan 2023 Bonus”) subject to his continued employment and compliance with the restrictive covenants set forth in the Sheehan Employment Agreement. Mr. Sheehan was paid the first tranche of the Sheehan 2023 Bonus in the amount of $50,000 on July 15, 2023 and was paid the remaining portion of the Sheehan 2023 Bonus in the amount of $150,000 on December 31, 2023.

Bret Scholtes

Mr. Scholtes resigned from his roles as the Company’s President and Chief Executive Office and a member of the Board of Directors on June 9, 2023. The Company and Mr. Scholtes had previously entered into an employment agreement (the “Scholtes Employment Agreement”), effective on January 6, 2021 (the “Scholtes Effective Date”), pursuant to which Mr. Scholtes’ most recent annual base salary iswas $412,000. The Scholtes Employment Agreement providesprovided that Mr. Scholtes shallwould have an annual target cash bonus opportunity of no less than his annual base salary (the “Bonus”) based on the achievement of Company and individual performance objectives to be determined in good faith by the boardBoard of directorsDirectors in advance and in consultation with Mr. Scholtes (the “Performance Objectives”).Scholtes. Mr. Scholtes was not awarded a bonus for the year ended December 31, 2022.2023.

The initial term of the Scholtes Employment Agreement iswas through December 31, 2023, with automatic one-year renewals, unless either party provides written notice of a non-renewal in accordance with the terms of the Scholtes Employment Agreement (the “Term”).Agreement. The Scholtes Employment Agreement also includesincluded standard benefits, as well as customary non-compete, non-solicitation, intellectual property assignment and confidentiality provisions that are customary in the Company’s industry.

In addition, effective as of the Scholtes Effective Date, Mr. Scholtes was granted an award of a number of stock options equal to 1% of the issued and outstanding number of shares of the Company’s common stock (the “Stock Options”) pursuant to the Company’s 2018 Plan, at an exercise price equal to the closing price of the Company’s common stock on the Scholtes Effective Date. One-third of the Stock Options vested and became exercisable the first anniversary of the Scholtes Effective Date, and the balance of the Stock Options vest ratably in equal installments for the 24 months thereafter, subject to continued service, and shall vest in full upon a Change in Control (as defined in the 2018 Plan). Additionally, the Company granted unvested shares of common stock in an amount equal to1% of the number of shares of Company common stock issued and outstanding on the Scholtes Effective Date (the “Stock Grant”) to Mr. Scholtes under the 2018 Plan. The shares underlying the Stock Grant became vested in full on January 6, 2022. All options granted to Mr. Scholtes have expired or were otherwise forfeited by Mr. Scholtes.

Additionally, Mr. Scholtes shall be granted (i) additional stock options equal to 2% of the Company’s issued and outstanding shares of common stock on the date of grant if the Company achieves specified written performance objectives established by the board of directors for the Company’s fiscal years ended December 31, 2021 and December 31, 2022 and (ii) additional stock options equal to either 2% or 3% of the Company’s issued and outstanding shares of common stock on the date of grant if the Company meets certain financial objectives during the first five years following the Scholtes Effective Date.

If Mr. Scholtes’ employment is terminated by the Company without cause (as defined in the Scholtes Employment Agreement), if the Term expires after a notice of non-renewal is delivered by the Company, or if Mr. Scholtes’ employment is terminated following a Change of Control, Mr. Scholtes will be entitled to (a) 12 months base salary, (b) the prorated portion of the Bonus for the year in which the termination occurs, based on actual performance, and (c) base salary and benefits accrued through the date of termination.

Craig Sheehan

The Company and Mr. Sheehan entered into an employment agreement (the “Sheehan Employment Agreement”), dated June 2, 2021 (the “Sheehan Effective Date”), pursuant to which Mr. Sheehan shall serve as the Company’s Chief Commercial Officer. Mr. Sheehan’s annual base salary is $250,000. The Sheehan Employment Agreement provides that Mr. Sheehan shall have an annual target cash bonus opportunity of no less than 50% of his base salary (the “Sheehan Bonus”) based on the achievement of Company and individual performance objectives to be determined in good faith by the board of directors and in consultation with Mr. Sheehan. Mr. Sheehan was not awarded a bonus for the year ended December 31, 2022.

The initial term of the Sheehan Employment Agreement is one year, with automatic one-year renewals, unless either party provides written notice of a non-renewal in accordance with the terms of the Sheehan Employment Agreement (the “Sheehan Term”).

Mr. Sheehan is also entitled to certain other benefits consistent with those provided to other senior executives of the Company. In addition, effective as of the Sheehan Effective Date, Mr. Sheehan was granted awards under the 2018 Plan for 1,000 stock options (the “Sheehan Options”) at an exercise price of $80.50 per share, and 1,000 restricted shares of the Company’s common stock (the “Sheehan Shares”). The Sheehan Options and the Sheehan Shares vest and become exercisable ratably over three years from June 30 of each year commencing on June 30, 2022, subject to continued service, and shall vest in full upon a Change in Control (as defined in the 2018 Plan).

If Mr. Sheehan’s employment is terminated by the Company without cause (as defined in the Sheehan Employment Agreement), if the Sheehan Term expires after a notice of non-renewal is delivered by the Company, or if Mr. Sheehan’s employment is terminated following a Change of Control, Mr. Sheehan will be entitled to (a) six months’ base salary, (b) the prorated portion of the Sheehan Bonus for the year in which the termination occurs, based on actual performance, and (c) base salary and benefits accrued through the date of termination.

David Evans

The Company entered into a Consulting Agreement on September 29, 2017 with Dr. Evans pursuant to which Dr. Evans served as the Company’s Chief Science Officer and was to be paid $17,500 per month as an employee of the Company. The Company and Dr. Evans entered into an amendment to the Evans Consulting Agreement, which amendment, effective as of June 12, 2020, (1) acknowledged Dr. Evan’s appointment as Interim Chief Executive Officer and Interim President and (2) increased his compensation by $10,000 per month for each month that he remained Interim Chief Executive Officer and Interim President. After January 6, 2021 and through December 31, 2021, the effective date of the termination of the Evans Consulting Agreement resulting from the Company’s election not to renew the Evans Consulting Agreement, Dr. Evans was paid $17,500 per month as the Chief Science Officer.

Andrew C. Schmidt

The Company and Mr. Schmidt entered into an employment agreement (the “Schmidt Employment Agreement”), dated July 20, 2020 (the “Schmidt Effective Date”), pursuant to which Mr. Schmidt’s annual base salary was $250,000. The Schmidt Employment Agreement provided that Mr. Schmidt would have an annual target cash bonus opportunity of no less than $175,000 (the “Schmidt Bonus”) based on the achievement of Company and individual performance objectives to be determined in good faith by the board of directors in advance and in consultation with Mr. Schmidt (the “Schmidt Performance Objectives”), provided, however, that the parties acknowledged and agreed that up to an aggregate of $100,000 of the Schmidt Bonus would be payable upon the closing(s) of one or more mergers and acquisition transactions as determined at the discretion of the board of directors, and $75,000 would be payable upon the satisfactory completion of the Schmidt Performance Objectives. Mr. Schmidt resigned effective on June 12, 2021.

Mr. Schmidt was also entitled to certain other benefits consistent with those provided to other senior executives of the Company. In addition, effective as of the Effective Date, Mr. Schmidt was granted an award of 3,333 stock options (the “Schmidt Stock Options”) pursuant to the 2018 Plan, at an exercise price of $300.00 per share. The Schmidt Stock Options were scheduled to vest and become exercisable in 12 equal installments on the last day of each of the subsequent 12 calendar quarter-end dates following the Schmidt Effective Date (the first of such dates to be September 30, 2020), subject to continued service, and would vest in full upon a Change in Control (as defined in the2018 Plan). The Schmidt Stock Options have terminated.

If Mr. Schmidt’s employment was terminated by the Company without cause (as defined in the Schmidt Employment Agreement), if the Schmidt Term expired after a notice of non-renewal was delivered by the Company or if Mr. Schmidt’s employment was terminated following a Change of Control (as defined in the 2018 Plan), Mr. Schmidt would be entitled to (a) six months’ base salary, (b) the prorated portion of the Schmidt Bonus for the year in which the termination occurred, based on actual performance and (c) base salary and benefits accrued through the date of termination. Mr. Schmidt terminated his employment effective July 12, 2021. He did not receive any additional compensation in connection with the termination of his employment.

Outstanding Equity Awards as of December 31, 20222023

The following table provides information regarding outstanding stock options and restricted stock unit awards held by each of our named executive officers that were outstanding as of December 31, 2022.2023. There were no stock awards or other equity awards outstanding as of December 31, 2022.2023.

(1) One-thirdOne-eighth of the shares subject to the option vested on January 6, 2022 and the remaining two-thirdsSeptember 30, 2023, one-eighth of the shares subject to the option vested on December 31, 2023 and the remainder of the stock options will vest ratably in equal installments for the 24 months thereafter, subject to continued service.one-eighth increments every fiscal quarter.

(2) One-third of the stock options vested on June 30, 2022, one-third of the stock options shall vestvested on June 30, 2023 and the remainder of the stock options shall vest on June 30, 2024.

(3) “RSUs” related to 1,000 shares of the Company’s common stock were granted to Mr. Sheehan on June 2, 2021 under the Company’s 2018 Plan. The RSUs, subject to Mr. Sheehan’s continued employment, vested 33.3% on June 30, 2022, 33.3% will vest on June 30, 2023, and the remainder vest on June 30, 2024.

Director Compensation

Only independent directors receive compensation for their service on the boardBoard of directors.Directors. The Company accrued or paid compensation to its directors for serving in such capacity induring the fiscal year ended December 31, 2022,2023, as shown in the table below.

(1) On December 5, 2019, the boardBoard of directorsDirectors adopted a director compensation program for the Company’s independent directors consisting of both cash and equity compensation, beginning in 2020. In July 2020,May 2023, the boardBoard of directorsDirectors adopted a director compensation program for the Company’s independent directors who serve on the investment banking committee consisting of both cash and equity compensation for service on the Strategy Committee (which was disbanded in November 2021 after having met 13 times during the year ended December 31, 2021).compensation.

Cash Compensation (payable quarterly)

Equity Compensation

For 2022,2023, stock option awards issued to members of the Company’s boardBoard of directorsDirectors had an exercise price of $7.25$7.78 per share, which was the closing price of our stock on Nasdaq on the grant date of such shares.

Securities authorized for issuance under equity compensation plans

The following table provides information relating to our equity compensation plans as of December 31, 2022.2023.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of April 18, 202325, 2024 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days of April 18, 2023,25, 2024, pursuant to the exercise of options or warrants, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based on 1,267,3401,284,156 shares of common stock outstanding on April 18, 2023.25, 2024. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of April 18, 2023.25, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Guardion Health Sciences, Inc., 2925 Richmond Avenue, Suite 1200, Houston, Texas 77098.

* Less than 1%.