UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULESchedule 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. _)

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Filed by a Party other than the Registrant [  ]☐

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[  ]☒	Preliminary Proxy Statement
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☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐	Definitive Proxy Statement
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☐	Definitive Additional Materials
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☐	Soliciting Material under §240.14a-12§ 240.14a-12

Guardion Health Sciences, Inc.GUARDION HEALTH SCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

GUARDION HEALTH SCIENCES, INC.

2925 Richmond Avenue, Suite 1200

Houston, Texas 77098

August 25, 2021[*], 2022

NOTICE OF 2021 ANNUALSPECIAL MEETING OF STOCKHOLDERS

To Be Held on October 22, 2021January 5, 2023

Dear Stockholder:

We are pleased to invite you to attend the annualspecial meeting of stockholders (the “Annual“Special Meeting”) of Guardion Health Sciences, Inc. (the “Company”), which will be held on October 22, 2021January 5, 2023 at 11:00 a.m. Central Time.

Due to the continuing public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees and stockholders, the AnnualSpecial Meeting will be held in a virtual-only meeting format at https://agm.issuerdirect.com/ghsi.www.virtualshareholdermeeting.com/GHSISM2023.

In addition to voting by submitting your proxy prior to the AnnualSpecial Meeting, you also will be able to vote your shares electronically during the AnnualSpecial Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement.

Details regarding the Special Meeting and the business to be conducted at the Special Meeting are more fully described in the accompanying proxy statement. You are entitled to vote at our Special Meeting and any adjournments, continuations or postponements thereof only if you were a stockholder as of December 2, 2022. At the AnnualSpecial Meeting, the holders of our outstanding common stock, Series C preferred stock and Series D preferred stock will act on the following matters:

Our board of directors has fixed August 23, 2021the close of business on December 2, 2022 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the AnnualSpecial Meeting and at any adjournment or postponement of the meeting.Special Meeting.

If you are a stockholder of record, you may vote in one of the following ways:

If your shares are held in “street name”, meaning that they are held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. Please vote your shares in accordance with those instructions.

IF YOU PLAN TO ATTEND:

To be admitted to the AnnualSpecial Meeting, which is being held virtually, you must have your control number available and follow the instructions found on your proxy cardProxy Card or voting instruction form. You may vote during the AnnualSpecial Meeting by following the instructions available on the meeting website during the meeting. Please allow sufficient time before the AnnualSpecial Meeting to complete the online check-in process. Your vote is very important.important and we urge you to vote your shares.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Kingsdale Advisors:

Strategic Stockholder Advisor and Proxy Solicitation Agent

745 Fifth Avenue, 5^th Floor, New York, New York 10151

North American Toll-Free Phone:

1-866-229-8874

Email: contactus@kingsdaleadvisors.com

Call Collect Outside North America: +1 (416) 867-2272(917) 813-1246

Whether or not you expect to attend the virtual AnnualSpecial Meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the AnnualSpecial Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation. An addressedIf you request printed materials, a pre-addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the AnnualSpecial Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

YOUR VOTE IS IMPORTANT, SO PLEASE ACT TODAY!

GUARDION HEALTH SCIENCES, INC.

2925 Richmond Avenue, Suite 1200

Houston, Texas 77098

PROXY STATEMENT FOR THE

2021 ANNUAL2022 SPECIAL MEETING OF STOCKHOLDERS

To be held on October 22, 2021January 5, 2023

The board of directors of Guardion Health Sciences, Inc. (“Guardion”(the “Company”, or the “Company”“we”, “our” or “us”) is soliciting your proxy to vote at the AnnualSpecial Meeting of Stockholders (the “Annual“Special Meeting”) to be held on October 22, 2021,January 5, 2023, at 11:00 a.m. Central Time, in a virtual-only format online by accessing https://agm.issuerdirect.com/ghsiwww.virtualshareholdermeeting.com/GHSISM2023 and at any adjournment thereof.

This proxy statement contains information relating to the AnnualSpecial Meeting. This year’s AnnualSpecial Meeting of stockholders will be held as a virtual meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend and participate in the AnnualSpecial Meeting online via a live webcast by visiting https://agm.issuerdirect.com/ghsiwww.virtualshareholdermeeting.com/GHSISM2023. In addition to voting by submitting your proxy prior to the AnnualSpecial Meeting, you also will be able to vote your shares electronically during the AnnualSpecial Meeting.

We intend to begin mailing the attached notice of the AnnualSpecial Meeting and the enclosed proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 on or about August 30, 2021December [*], 2022 to all stockholders of record entitled to vote at the AnnualSpecial Meeting. Only stockholders who owned our common stock at the close of business on August 23, 2021December 2, 2022 are entitled to notice of and to vote at the AnnualSpecial Meeting.

GUARDION HEALTH SCIENCES, INC.

TABLE OF CONTENTS

GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND VOTING

What is a proxy?

A proxy is the legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By completing, signing and returning the accompanying proxy card,Proxy Card, you are designating Robert N. Weingarten, Corporate Secretary, as your proxy for the AnnualSpecial Meeting and you are authorizing Robert N. Weingarten to vote your shares at the AnnualSpecial Meeting as you have instructed on the proxy card.Proxy Card. This way, your shares will be voted whether or not you attend the AnnualSpecial Meeting. Even if you plan to attend the AnnualSpecial Meeting, we urge you to vote in one of the ways described below so that your vote will be counted even if you are unable or decide not to attend the AnnualSpecial Meeting.

What is a proxy statement?

A proxy statement is a document that we are required by regulations of the U.S. Securities and Exchange Commission, or “SEC”, to give you when we ask you to sign a proxy card designating Robert N. Weingarten as proxy to vote on your behalf.

Why did you send me this proxy statement?

We sent you this proxy statement and the enclosed proxy card because our board of directors is soliciting your proxy to vote at the AnnualSpecial Meeting. This proxy statement summarizes information related to your vote at the AnnualSpecial Meeting. All stockholders who find it convenient to do so are cordially invited to attend the AnnualSpecial Meeting virtually. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy cardProxy Card or vote over the Internet by phone, or by fax.phone.

We intend to begin mailing the attached notice of Annual Meeting,this proxy statement and the enclosed proxy card, and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020Proxy Card on or about August 30, 2021December [*], 2022 to all stockholders of record entitled to vote at the AnnualSpecial Meeting. Only stockholders who owned our common stock, Series C preferred stock and Series D preferred stock at the close of business on August 23, 2021December 2, 2022 are entitled to notice of and to vote at the AnnualSpecial Meeting.

What Does it Mean if I Receive More than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please complete, sign, and return each proxy cardProxy Card to ensure that all of your shares are voted.

How do I attend the AnnualSpecial Meeting?

The AnnualSpecial Meeting will be held on October 22, 2021,January 5, 2023, at 11:00 a.m. Central Time in a virtual format online by accessing https://agm.issuerdirect.com/ghsiwww.virtualshareholdermeeting.com/GHSISM2023. . Information on how to vote in person at the AnnualSpecial Meeting is discussed below.

Who is Entitled to Vote?

The board of directors has fixed the close of business on August 23, 2021December 2, 2022 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the AnnualSpecial Meeting or any adjournment or postponement thereof. On the Record Date, there were 24,426,99361,600,823 shares of common stock issued and outstanding. Each shareIn addition, there were 495,000 shares of commonSeries C preferred stock represents one vote that may be voted on each proposal that may come before the Annual Meeting.and 5,000 shares of Series D preferred stock issued and outstanding.

Each share of common stock is entitled to one vote per share held on the record date. Each share of Series C preferred stock is entitled to vote on any matter with the holders of common stock on an as converted basis. The Series C preferred stock and the Series D preferred stock do not have any voting rights except with respect to a reverse stock split proposal, including the reverse stock split proposal presented at the Special Meeting, or otherwise as required by law. With respect to the reverse stock split proposal, (i) each share of share of Series C preferred stock is entitled to 63.4196 votes on such proposal and (ii) each share of Series D preferred stock is entitled to 1,000,000 votes on such proposal, which is referred to as supermajority voting; however the votes by the holders of Series D preferred stock will be counted in the same “mirrored” proportion as the aggregate votes cast by the holders of common stock and Series C preferred stock who vote on this proposal. For example, if 50.5% of the shares of common stock voted in person or by proxy at the Special Meeting are voted FOR Proposal 1, then the Company will count 50.5% of the votes cast (or votes) by the holder of the Series D preferred stock as votes FOR Proposal 1. Holders of common stock, Series C preferred stock, and Series D preferred stock will vote on the reverse stock split proposal as a single class. The Series C preferred stock and Series D preferred stock are only entitled to vote with respect to the reverse stock split proposal. On the Record Date, there were 5,092,819,695 votes with respect to our common stock outstanding (including 31,392,702 shares of common stock issuable upon conversion of our Series C Preferred Stock and 5,000,000,000 votes available with respect to our Series D Preferred Stock).

Please note that even if you no longer own your shares, if you still owned them on the Record Date then you will receive these proxy materials and should vote the shares you owned on the Record Date.

What is the Difference Between Holding Shares as a Record Holder and as a Beneficial Owner (Holding Shares in Street Name)?

If your shares are registered in your name with our transfer agent, VStock Transfer, LLC, you are the “record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name”. If your shares are held in street name, these proxy materials were sent to that organization by the Company and have been forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the AnnualSpecial Meeting. As the beneficial owner, you have the right to instruct this organization on how to vote your shares. See “How Will my Shares be Voted if I Give No Specific Instruction?” below for information on how shares held in street name will be voted without instructions provided. So, please instruct the organization that holds your shares how you wish to vote your shares on your vote instruction form so that your instructions are recorded at the Special Meeting.

Who May Attend the AnnualSpecial Meeting?

Only record holders and beneficial owners of our common stock, Series C preferred stock or Series D preferred stock, or their duly authorized proxies, may attend the AnnualSpecial Meeting. If your shares of common stock are held in street name, you will need to provide a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date.

What am I Voting on?

There are three mattersis one matter scheduled for a vote:

What if another matter is properly brought before the AnnualSpecial Meeting?

The board of directors knows of no other matters that will be presented for consideration at the AnnualSpecial Meeting. If any other matters are properly brought before the AnnualSpecial Meeting, it is the intention of the person named in the accompanying proxy to vote on those matters in accordance with his best judgment.

How Do I Vote?

Stockholders of Record

If you are a registered stockholder, you may vote by mail fax,or Internet or online at the AnnualSpecial Meeting by following the instructions above. You also may submit your proxy by mail by following the instructions included with your proxy card. The deadline for submitting your proxy by Internet is 11:59 p.m. Eastern Time on October 21, 2021.January 4, 2023. Our Board’sboard of director’s designated proxy, Mr. Weingarten, will vote your shares according to your instructions. If you attend the live webcast of the AnnualSpecial Meeting, you also will be able to vote your shares electronically at the AnnualSpecial Meeting up until the time the polls are closed. Please note that even if you no longer own your shares, if you still owned them on the Record Date, then you will receive these proxy materials and should vote the shares you owned on the Record Date

Beneficial Owners of Shares Held in Street Name

If you are a street name holder, your broker or nominee firm is the legal, registered owner of the shares, and it mayshould provide you with materials in connection with the AnnualSpecial Meeting. Follow the instructions on the materials you receive to access our proxy materials and vote or to request a paper or email copy of our proxy materials. The materials include a voting instruction card so that you can instruct your broker or nominee how to vote your shares. Please check the voting instruction card or contact your broker or other nominee to determine whether you will be able to deliver your voting instructions by Internet in advance of the meetingSpecial Meeting and whether, or if you attend the live webcast of the AnnualSpecial Meeting, if you will be able to vote your shares electronically at the meetingSpecial Meeting up until the time the polls are closed. Please instruct the organization that holds your shares how you wish to vote your shares on your vote instruction form so that your instructions are recorded at the Special Meeting.

All shares entitled to vote and represented by a properly completed and executed proxy received before the AnnualSpecial Meeting and not revoked will be voted at the AnnualSpecial Meeting as instructed in a proxy delivered before the AnnualSpecial Meeting. We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

How Many Votes do I Have?

On each matter to be voted upon, you have one vote for eachEach share of our common stock that you own as ofat the close of business on December 2, 2022 entitles you to one vote. Each share of share of Series C preferred stock that you own at the Record Date.close of business on December 2, 2022 entitles you to 63.4196 votes. Each share of Series D preferred stock that you own at the close of business on December 2, 2022 entitles you to 1,000,000 votes, which is referred to as supermajority voting; however, the votes by the holders of Series D preferred stock will be counted in the same “mirrored” proportion as the aggregate votes cast by the holders of common stock and Series C preferred stock who vote on this proposal. In addition, the Series D preferred stock contains a provision that limits the total voting power of a holder of Series D preferred stock to 9.99% of the total voting power of the Company.

Is My Vote Confidential?

Yes, your vote is confidential. Only the inspector of elections, individuals who help with processing and counting your votes and persons who need access for legal reasons will have access to your vote. This information will not be disclosed, except as required by law.

What Constitutes a Quorum?

To carry on business at the AnnualSpecial Meeting, we must have a quorum. A quorum is present when a majority33 and 1/3^rd of the voting power of the shares entitled to vote, as of the Record Date, are represented in person or by proxy. Thus, 12,213,497 shares1,697,606,565 votes must be represented in person or by proxy to have a quorum at the AnnualSpecial Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the AnnualSpecial Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. Shares owned by the Company are not considered outstanding or considered to be present at the AnnualSpecial Meeting. If there is not a quorum at the AnnualSpecial Meeting, either the chairperson of the AnnualSpecial Meeting or our stockholders entitled to vote at the AnnualSpecial Meeting may adjourn the AnnualSpecial Meeting to a future date as allowed under applicable law.

How Will my Shares be Voted if I Give No Specific Instruction?

We must vote your shares as you have instructed. If there is a matter on which a stockholder of record has given no specific instruction, but has authorized us generally to vote the shares, they will be voted as follows:

This authorization would exist, for example, if a stockholder of record merely signs, dates and returns the proxy card, but does not indicate how such shares are to be voted on one or more proposals. If other matters properly come before the AnnualSpecial Meeting and you do not provide specific voting instructions, your shares will be voted at the discretion of Robert N. Weingarten, the designated proxy of the board of directors’ designated proxy.directors.

If your shares are held in street name, see “What is a Broker Non-Vote?” below regarding the ability of banks, brokers and other such holders of record to vote the uninstructed shares of their customers or other beneficial owners in their discretion.

How are Votes Counted?

Votes will be counted by the inspector of election appointed for the AnnualSpecial Meeting, who will separately count for the election of directors, “For”, “Withhold” and broker non-votes; and, with respect to the other proposals, votes “For” and “Against,”“Against”, abstentions and broker non-votes. Broker non-votes will not be included in the tabulation of the voting results of any of the proposalsproposal and, therefore, will have no effect on such proposals.the proposal.

What is a Broker Non-Vote?

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.

Our common stock is listed on The Nasdaq Capital Market. However, under current New York Stock Exchange (“NYSE”) rules and interpretations that govern broker non-votes: (i) Proposal No. 1 for the election of directors is considered a non-discretionary matter, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposal, (ii) Proposal No. 2 for the ratificationapproval of the appointment of Weinberg & Company, P.A. as our independent registered public accounting firmreverse stock split is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal, and (iii) Proposal No. 3 with respect to an advisory vote on our 2020 named executive officer compensation is considered a non-discretionary matter, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposal. Because NYSE rules apply to all brokers that are members of the NYSE, this prohibition appliesthe foregoing rules apply to the AnnualSpecial Meeting even though our common stock is listed on The Nasdaq Capital Market. Although the brokers are granted the discretion to vote your shares absent your instruction, many brokers elect not to vote your shares without an instruction from you, so please instruct the organization that holds your shares as to how you wish to vote your shares on your vote instruction form so that your instructions are recorded at the Special Meeting.

What is an Abstention?

An abstention is a stockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted as shares present and entitled to vote at the AnnualSpecial Meeting. Generally, unless provided otherwise by applicable law, our Second Amended and Restated Bylaws (“Bylaws”(the “Bylaws”) provide that an action of our stockholders (other than for the election of directors) is approved if a majority of the number of shares of stock entitled to vote thereon and present (either in person or by proxy) vote in favor of such action. Therefore, abstentions will have no effect with respect to Proposals 2 and 3.

How many votes are required to approve each proposal?

The table below summarizes the proposals that will be voted on, the vote required to approve each item,the proposal, and how votes are counted:

What Are the Voting Procedures?

In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees, or withhold your votes as to specific nominees. With regard to other proposals, youYou may vote in favor of or against the proposal, or you may abstain from voting on the proposal. You should specify your respective choices on the accompanying proxy card or your vote instruction form.

Is My Proxy Revocable?

You may revoke your proxy and reclaim your right to vote at any time before your proxy is voted by giving written notice to the Corporate Secretary of the Company by delivering a properly completed, later-dated proxy cardProxy Card or vote instruction form or by voting in person at the AnnualSpecial Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Guardion Health Sciences, Inc., 2925 Richmond Avenue, Suite 1200, Houston, Texas 77098, Attention: Corporate Secretary. Your most current proxy cardProxy Card or Internet proxy is the one that will be counted.

Who is Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement?

All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by us. In addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in forwarding solicitation materials. We have retained Kingsdale Advisors as our strategic stockholder advisor and proxy solicitation agent in connection with the solicitation of proxies for the AnnualSpecial Meeting. If you have any questions or require any assistance with completing your proxy, please contact Kingsdale Advisors by telephone (toll-free within North America) at 1-866-229-8874 or (call collect outside North America) at (416) 867-2272,(917) 813-1246, or by email at contactus@kingsdaleadvisors.com.

Do I Have Dissenters’ Rights of Appraisal?

Stockholders do not have appraisal rights under Delaware law or under Guardion’sthe Company’s governing documents with respect to the matters to be voted upon at the AnnualSpecial Meeting.

How can I Find out the Results of the Voting at the AnnualSpecial Meeting?

Preliminary voting results will be announced at the AnnualSpecial Meeting. In addition, final voting results will be disclosed in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the AnnualSpecial Meeting. If final voting results are not available to us in time to file a Form 8-K with the SEC within four business days after the AnnualSpecial Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, we intend to file an amended Form 8-K to publish the final results.

PROPOSAL 1:

ELECTION OF DIRECTORS

Board Size and StructureREVERSE STOCK SPLIT PROPOSAL

Our Certificate of Incorporation, as amended (“Certificate of Incorporation”), and our Bylaws provide that our business is to be managed under the direction of our board of directors. Our board of directors is required to consist of not less than three or more than seven directors.Introduction

Our board of directors currently consistsmay approve an amendment to our Certificate of six directors. On August 23, 2021, Kelly Anderson notifiedIncorporation to combine the Company that she had elected not to stand for re-election tooutstanding shares of our common stock into a lesser number of outstanding shares (a “Reverse Stock Split”). If approved by the stockholders as proposed, the board of directors would have the sole discretion as to whether to effect the Reverse Stock Split, if at all, within one year of the Annual Meeting. Our Certificatedate the proposal is approved by stockholders and to fix the specific ratio for the combination, up to a maximum of Incorporation provides thata 1-for-100 split. Even if the number of directors on our board of directors shall be fixed exclusivelyproposal is approved by resolution adopted by our board of directors or by our stockholders. The board of directors, by resolution adopted at a meeting ofthe stockholders, the board of directors held on August 23, 2021, sethas the number of directors at five, effective ondiscretion to abandon the date ofamendment and not implement the Annual Meeting. As a result, the vacancy to be createdReverse Stock Split.

If approved by Ms. Anderson’s decisionour stockholders, this proposal would permit (but not to stand for re-election torequire) the board of directors will be eliminated atto effect a Reverse Stock Split of the Annual Meeting. At each annual meeting, directors shall be elected by the stockholders for a term of one year. Each director shall serve until their successor is duly elected and qualified or until the director’s earlier death, resignation or removal. Our board of directors met 12 times during the year ended December 31, 2020. All membersoutstanding shares of our board of directors attended at least 75% of board and applicable committee meetings during thecommon stock within one year ended December 31, 2020.

When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth below. We believe that our directors provide an appropriate mix of experience and skills relevantdate the proposal is approved by stockholders, at a specific ratio for the combination, up to the size and nature of our business. Notwithstanding the foregoing and in light of Ms. Anderson’s notification to the Company on August 23, 2021 that she has elected not to stand for re-election, the Company’s board of directors is actively searching for one or more directors who meet the qualifications described above and come from a diverse background with diverse experiences.

Pursuant to Delaware law and our Bylaws, directors may be removed, with or without cause, by the affirmative vote of the holdersmaximum of a majority of1-for-100 split, with the shares then entitledspecific ratio to vote at an election of directors.

Nominees for Election

Robert N. Weingarten, Mark Goldstone, David W. Evans, Ph.D. and Donald A. Gagliano, M.D. and Bret Scholtes have been nominatedbe fixed within this range by the board of directors to stand for election at the Annual Meeting. Kelly Anderson has elected not to stand for re-election, and as a result, her term as a director will end at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Messrs. Weingarten, Goldstone, Evans and Gagliano will serve for a term expiring at the annual meeting to be held in 2022 (the “2022 Annual Meeting”) and the election and qualification of their successors or until their earlier death, resignation or removal.

Each person nominated for election has agreed to serve if elected, and management has no reason toits sole discretion without further stockholder approval. We believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting,enabling the board of directors should learn that any nomineeto fix the specific ratio of the Reverse Stock Split within the stated range will be unableprovide us with the flexibility to serveimplement it in a manner designed to maximize the anticipated benefits for any reason,our stockholders.

In fixing the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected byratio of the board of directors. Alternatively, the proxies, at the discretion ofReverse Stock Split, the board of directors may be voted for that fewerconsider, among other things, factors such as the initial and continued listing requirements of The Nasdaq Capital Market; the number of nomineesshares of our common stock outstanding; potential financing opportunities; and prevailing general market and economic conditions.

The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing of an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, or at the later time as results frommay be set forth in the inabilityamendment. The exact timing of any nominee to serve. Thethe amendment will be determined by the board of directors hasbased on its evaluation as to when such action would be the most advantageous to our Company and our stockholders. In addition, the board of directors reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to abandon the amendment and the Reverse Stock Split if, at any time prior to the effectiveness of the filing of the amendment with the Secretary of State of the State of Delaware, the board of directors, in its sole discretion, determines that it is no reasonlonger in our best interest and the best interests of our stockholders to believe that any nominee will be unable to serve.proceed.

Information About Board Nominees

The following pages contain certain biographical information forproposed form of amendment to our Certificate of Incorporation to effect the nominees for director, including all positions currently held, their principal occupation and business experience forReverse Stock Split is attached as Appendix A to this proxy statement. Any amendment to our Certificate of Incorporation to effect the past five years, andReverse Stock Split will include the namesReverse Stock Split ratio fixed by the board of other publicly-held companies of which such nominee currently serves as a director or has served as a director duringdirectors, within the past five years.range approved by our stockholders.

Robert N. Weingarten, 69, has been a Director ofReasons for the Company since June 2015 and Chairman of the board of directors 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 board of directors 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. Since 1979, he has provided financial consulting and advisory services and served on boards of directors of several 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 Vice President and Chief Financial Officer. Mr. Weingarten received a B.A. in Accounting from the University of Washington in 1974, a 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 board of directors and as chairman of the audit committee.Reverse Stock Split

Our primary reasons for approving and recommending the Reverse Stock Split are (i) because in connection with our February 2022 securities offering we agreed to use reasonable best efforts to maintain the listing of our common stock on The Nasdaq Capital Market (“Nasdaq”) and we expect that the Reverse Stock Split, once effective, will allow the Company’s stock to regain compliance with the continued listing requirements of Nasdaq, and (ii) to make our common stock more attractive to certain institutional investors, which may provide for a stronger investor base and increase the per share price and bid price of our common stock to regain compliance with the continued listing requirements of Nasdaq.

Mark GoldstoneOn January 25, 2022, we received a written notice (the “Notice”) from Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule”) as the minimum bid price of our common stock had been below $1.00 per share for 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), 58, has beenwe had until July 25, 2022 to regain compliance with the minimum bid price requirement. On July 26, 2022, we received a Director since June 2015. Mr. Goldstone has over 25 yearswritten notice that we are eligible for a second 180 calendar day period, or until January 23, 2023, in order to regain compliance with the $1.00 minimum bid price requirement. Nasdaq’s determination to grant the second compliance period was based on the Company meeting the continued listing requirement for market value of experience inpublicly held shares and all other applicable requirements for initial listing on Nasdaq, with the healthcare industry, encompassing operations, commercialization, consulting, M&A and Venture Capital. He has led someexception of the largest specialist consultingminimum bid price requirement, and communications groups inour written notice of our intention to cure the world and wasdeficiency during the second compliance period by effecting a founding partner at Forepont Capital (VC). Previously, he was COO 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. Mr Goldstone has executed numerous venture investments, M&A, financing and strategic partnership transactions for a broad array of early stage, middle market and emerging growth companies in technology, life sciences and healthcare services. He has developed successful commercialization strategies and programs from early-stage and market development,reverse stock split, if necessary. Even if we are able 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 Goldstone began his career as a clinical Pharmacist and is a memberregain compliance with the minimum bid price requirement, there can be no assurance that we will be able to maintain compliance with any 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 director and guide the Company in the complexities of the life science and healthcare services industries.other Nasdaq continued listing requirements.

Donald A. Gagliano, M.D., 69, has servedReducing the number of outstanding shares of common stock should, absent other factors, generally increase the per share market price of the common stock. Although the intent of the Reverse Stock Split is to increase the price of the common stock, there can be no assurance, however, that even if the Reverse Stock Split is effected, that the bid price of our common stock will be sufficient, over time, for us to regain or maintain compliance with the Nasdaq minimum bid price requirement.

In addition, we believe the Reverse Stock Split will make our common stock more attractive to a broader range of investors, as we believe that the current market price of the common stock may prevent or limit certain institutional investors, professional investors and other members of the investing public from purchasing stock. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Furthermore, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher. We believe that the Reverse Stock Split will make our common stock a more attractive and cost-effective investment option for many investors, which in turn could enhance the liquidity of our common stock for our holders.

Reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as our financial results, market and economic conditions, and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse Stock Split, that as a Director sinceresult of the Company’s initial public offering on April 9, 2019. Additionally, Dr. Gagliano has beenReverse Stock Split, we will be able to meet or maintain a memberbid price over the minimum bid price requirement of Nasdaq or that the market price 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 doescommon stock will 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 of the Prevention of Blindness Society. From November 2008 to March 2013, Dr. Gagliano served as 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 experiencedecrease in the healthcare industry is particularly usefulfuture. Additionally, we cannot assure you that the market price per share of our common stock after the Reverse Stock Split will increase in proportion to the Company as it develops its business, commercializes products and builds its marketing channels. The Company believes that these experiences make Dr. Gagliano particularly suitable to serve as a director and guide the Companyreduction in the complexitiesnumber of shares of our common stock outstanding before the life science and healthcare services industries.

David W. Evans, Ph.D., 65, has been a Director and Chief Science Officer since September 2017. From June 2020 to January 2021, Dr. Evans was appointed as Interim Chief Executive Officer and Interim PresidentReverse Stock Split. Accordingly, the total market value of our common stock after the Company. Dr. Evans isReverse Stock Split may be lower than the founder of VectorVision and was appointed tototal market value before the Company’s board of directors on September 29, 2017, the closing date of the VectorVision acquisition. Dr. Evans is recognized as the leading expert in clinical contrast sensitivity and glare testing. He has provided his testing expertise and data analysis capability to a wide range of leading ophthalmic companies. Dr. Evans has published more than 30 scientific articles and 3 book chapters in the areas of refractive surgery, glaucoma, ocular blood flow and visual function, and is the inventor of 7 patents related to vision testing devices. Dr. Evans received his Bachelor of Science degree in Human Factors Engineering from the United States Air Force Academy, a Master of Science degree and Masters in Business Administration from Wright State University in Dayton, Ohio, and a Ph.D. in Ocular Physiology from Indiana University. The Company believes that these qualifications make Dr. Evans particularly suitable to serve as a director and guide the Company in the complexities of the life science and healthcare services industries.Reverse Stock Split.

Bret ScholtesWe attempted to obtain stockholders’ approval for a reverse stock split at our 2022 Annual Meeting of stockholders held on June 16, 2022. At such meeting, although we received the affirmative vote of approximately 63% the common shares present in person or by proxy, there were not sufficient votes to approve the reverse stock split proposal because of the voting standard of approval by a majority of outstanding shares. In order to attempt to procure the vote necessary to effect the Reverse Stock Split, on November 29, 2022, our board of directors designated and issued 5,000 shares of Series D preferred stock. The terms of the Series D preferred stock are set forth in a Certificate of Designation of Series D preferred stock (the “Certificate of Designation”), 51,filed with the Secretary of State of the State of Delaware, and effective on November 29, 2022. The Series D preferred stock does not have any voting rights except with respect to a reverse stock split proposal, including the reverse stock split proposal presented at the Special Meeting, or otherwise as required by law. With respect to the reverse stock split proposal, each outstanding share of Series D preferred stock is entitled to 1,000,000 votes on such proposal, which is referred to as supermajority voting; however, the votes by the holders of Series D preferred stock will be counted in the same “mirrored” proportion as the aggregate votes cast by the holders of common stock and Series C preferred stock who vote on this proposal.

Our board of directors has been a Director, President and Chief Executive Officerdetermined that it was in the best interests of the Company since January 2021. Prior to his appointment, Mr. Scholtes served asprovide for supermajority voting of the PresidentSeries D preferred stock in order to obtain sufficient votes for the Reverse Stock Split proposal and Chief Executive Officerthereby to attempt to avoid delisting by Nasdaq of Omega Protein Corporation (“Omega”) since 2012the common stock. Due to the required proportional voting structure of the Series D preferred stock that mirrors the actual voting by holders of the common stock and asSeries D preferred stock, the supermajority voting will serve to reflect the voting preference of the holders of common stock and Series C preferred stock that actually vote on the matter, whether for or against the proposal, and therefore will not override the stated preference of the holders of common stock.

In evaluating whether to seek stockholder approval for the Reverse Stock Split, our board of directors took into consideration negative factors associated with reverse stock splits. These factors include the negative perception of reverse stock splits that investors, analysts and other stock market participants may hold; the fact that the stock prices of some companies that have effected reverse stock splits have subsequently declined, sometimes significantly, following their reverse stock splits; the possible adverse effect on liquidity that a directorreduced number of Omega since 2013. Prioroutstanding shares could cause; and the costs associated with implementing a reverse stock split.

Even if our stockholders approve the Reverse Stock Split, our board of directors reserves the right not to his selection as Chief Executive Officer of Omega, Mr. Scholtes served aseffect the Omega’s Executive Vice President and Chief Financial Officer from January 2011 to December 2011, and its Senior Vice President - Corporate Development from April 2010 to December 2010 and as Omega’s Executive Vice President and Chief Financial Officer from January 2011 to December 2011. From 2006 to April 2010, Mr. Scholtes served as a Vice President at GE Energy Financial Services, a global energy investment firm. Prior to that, Mr. Scholtes held positions with two publicly traded energy companies. Mr. Scholtes also has five years of public accounting experience. Mr. Scholtes holds an MBA degreeReverse Stock Split if, 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 memberopinion of our board of directors, because he isit would not be in the senior executive officerbest interests of the Company and dueor our stockholders to his extensive experience ineffect such Reverse Stock Split.

Potential Effects of the Company’s industry. Additionally,Proposed Amendment

If our stockholders approve the Company has agreed in Mr. Scholtes’ employment agreement to nominate him for reelection as a member ofReverse Stock Split and the board of directors atacts to effect it, the expirationnumber of each termshares of office duringcommon stock issued and outstanding will be reduced, depending upon the term of the agreement.

Information About Our Director Who is not Standing for Re-election at the Annual Meeting

Kelly Anderson, 53, has over 25 years of experience in finance, accounting and operations roles in various industries. Ms. Anderson is the founder and CEO of CXO Executive Solutions, LLC, a national woman-owned financial consulting services company serving private, public, private equity, entrepreneurial, family office and government-owned firms in all industries. Between 2020 and 2015, Ms. Anderson has been a managing partner in C Suite Financial Partners, a financial consulting services company. Between July 2014 and March 2015, Ms. Anderson was CFO of Mavenlink, a SaaS company. Between October 2012 and January 2014, Ms. Anderson was Chief Accounting Officer of Fisker Automotive. Between April 2010 and February 2012, Ms. Anderson was the President and Chief Financial Officer of T3 Motion, Inc. (“T3”), an electric vehicle technology company. Between March 2008 and April 2010, she served as T3’s Executive Vice President and Chief Financial Officer, and as a director from January 2009 until January 2010. From 2006 until 2008, Ms. Anderson was Vice President at Experian, a leading credit reporting agency. From 2004 until 2006, Ms. Anderson was Chief Accounting Officer for TripleNet Properties and its affiliates. Ms. Anderson has served onratio determined by the board of directorsdirectors. The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interest in our Company, except that as described below in “Fractional Shares”, record holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. In any event, cash will not be paid for Tomi Environmental Services (NASDAQ-CM: TOMZ) since 2016, and Concierge Technologies since May 2019 (OTCQB: CNCG). Ms. Anderson is a Certified Public Accountant (inactive) infractional shares. In addition, the StateReverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of California. Ms. Anderson holds a B.A. degree in Business Administration with an accounting concentration from California State University Fullerton.fractional shares).

Information ConcerningThe Reverse Stock Split will not change the Boardterms of the common stock. Additionally, the Reverse Stock Split will have no effect on the number of shares of common stock that we are authorized to issue. After the Reverse Stock Split, the shares of common stock will have the same voting rights and Corporate Governancerights to dividends and distributions and will be identical in all other respects to the common stock now authorized. The common stock will remain fully paid and non-assessable.

Board Leadership Structure

Robert N. Weingarten has served asAfter the Chairmaneffective time of the board of directors since July 2020 after having served as Lead Director from June 2017 through March 31, 2020. Bret Scholtes 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 guidance and feedback on his performance, (ii) provides a more effective channel for the board of directors to express its views on management and (iii) allows the Chairman to focus on stockholder interests and corporate governance while providing our Chief Executive Officer with the ability to focus his attention on managing our day-to-day operations. 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. WeReverse Stock Split, we will continue to re-examine our corporate governance policiesbe subject to the periodic reporting and leadership structures on an ongoing basis to ensure that they continue to meetother requirements of the Company’s needs.Exchange Act.

Role in Risk OversightRegistered “Book-Entry” Holders of Common Stock, Series C Preferred Stock and Series D Preferred Stock

Management is responsible for managingOur registered holders of common stock hold some or all of their shares electronically in book-entry form with the risks that we face. The boardtransfer agent. All shares of directors is responsible for overseeing management’s approachour Series C preferred stock and Series D preferred stock are held electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership. They are, however, provided with statements reflecting the number of shares registered in their accounts.

Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to risk management that is designedtake action to support the achievementreceive evidence of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. The involvementtheir shares of the full board of directors in reviewing our strategic objectives and plans is a key part of the board of directors’ 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. In setting our business strategy, our board of directors assesses the various risks being mitigated by management and determines what constitutes an appropriate level of risk for us.post-Reverse Stock Split common stock.

Stockholder Communications to the BoardHolders of DirectorsCertificated Shares of Common Stock

Stockholders wishing to submit written communications directlyholding shares of our common stock in certificated form will be sent a transmittal letter by the transfer agent after the effective time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of our common stock (the “Old Certificates”) to the boardtransfer agent. Unless a stockholder specifically requests a new paper certificate or holds restricted shares, upon the stockholder’s surrender of directors should send their communicationsall of the stockholder’s Old Certificates to Secretary, Guardion Health Sciences, Inc., 2925 Richmond Avenue, Suite 1200, Houston, Texas 77098. Allthe transfer agent, together with a properly completed and executed letter of transmittal, the transfer agent will register the appropriate number of shares of post-Reverse Stock Split common stock electronically in book-entry form and provide the stockholder communicationswith a statement reflecting the number of shares registered in the stockholder’s account. No stockholder will be consideredrequired to pay a transfer or other fee to exchange his, her or its Old Certificates. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the independent membersnumber of our boardshares of directors. Items thatpost-Reverse Stock Split common stock to which these stockholders are unrelated to the duties and responsibilitiesentitled. Any Old Certificates submitted for exchange, whether because of the boarda sale, transfer or other disposition of directors maystock, will automatically be excluded, such as:

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered outexchanged for appropriate number of shares of post-Reverse Stock Split common stock. If an Old Certificate has a restrictive legend on its reverse side, a new certificate will be made available to any independent director upon request.issued with the same restrictive legend on its reverse side.

Director or Officer Involvement in Certain Legal ProceedingsSTOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Except as set forth herein,Fractional Shares

We will not issue fractional shares in connection with the Company’s directors and executive officers wereReverse Stock Split. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not involved inevenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. In any legal proceedings described in Item 401(f) of Regulation S-K in the past ten years. Jeffrey Benjamin, our Chief Accounting Officer since August 1, 2021, filedevent, cash will not be paid for personal bankruptcy under Chapter 7 of the U.S. Bankruptcy Code on February 17, 2017. A Bankruptcy Discharge Order was entered on May 30, 2017.fractional shares.

DirectorsEffect of the Reverse Stock Split on Outstanding Stock Options and Officers Liability InsuranceWarrants

Based upon the Reverse Stock Split ratio, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants. This would result in approximately the same aggregate price being required to be paid under such options or warrants upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares reserved for issuance pursuant to these securities will be reduced proportionately based upon the Reverse Stock Split ratio. In addition, the Series A and Series B warrants issued in connection with our February 2022 securities offering contain a provision which will require that the exercise price of such warrants 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.

Accounting Matters

The Company has directors’ and officers’ liability insurance insuring its directors and officers against liability for acts or omissions in their capacities as directors or officers, subjectproposed amendment to certain exclusions. Such insurance also insures the Company against losses, which it may incur in indemnifying its officers and directors. In addition, officers and directors also have indemnification rights under applicable laws, and the Company’sour Certificate of Incorporation and Bylaws.

Director Independence

The listing ruleswill not affect the par value of The Nasdaq Capital Market require that independent directors must compriseour common stock. As a majorityresult, at the effective time of a listed company’s board of directors. In addition, the rules of The Nasdaq Capital Market require that, subjectReverse Stock Split, the stated capital on our balance sheet attributable to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committeesthe common stock will be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the rules of The Nasdaq Capital Market, a director will only qualify as an “independent director” if,reduced in the opinion of that company’s board of directors, that person does not have a relationship that would interferesame proportion as the Reverse Stock Split ratio, and the additional paid-in capital account will be credited with the exercise of independent judgment in carrying outamount by which the responsibilities of a director.stated capital is reduced. The per share net income or loss will be restated for prior periods to conform to the post-Reverse Stock Split presentation.

The Company’s board of directors has undertaken a reviewCertain U.S. Federal Income Tax Consequences of the independence of the Company’s directors and director nominees 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 background, employment and affiliations, including family relationships, the board of directors has determined that each of Messrs. Weingarten, Goldstone, Gagliano, and Ms. Anderson, representing currently four of the Company’s current six directors, are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of The Nasdaq Capital Market. In making these determinations, the board of directors considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances the board of directors 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 Relationships and Related Transactions and Director Independence”.

Section 16(a) ReportsReverse Stock Split

Section 16(a)The following summary describes, as of the Exchange Act requires our directors, executive officers anddate of this proxy statement, certain U.S. federal income tax consequences of the Reverse Stock Split to holders of more than 10%our common stock. This summary addresses the tax consequences only to a U.S. holder of our common stock, to file with the SEC initial reports of ownership and reports of changes in the ownershipwhich is a beneficial owner of our common stock and other equity securities. Such persons are required to furnish us copies of all Section 16(a) filings. Based solely upon a review of the copies of the forms furnished to us, we believe that our officers, directors and holders of more than 10% of our common stock complied with all applicable filing requirements during the year ended December 31, 2020.

Board Committees

In October 2018, the board of directors established an audit committee and a compensation committee, in July 2020, the board of directors established a strategy committee, and in February 2021, the board of directors established a science committee, each of which are comprised and have the responsibilities described below. Other than the strategy committee, each of the below committees has a written charter approved by the Company’s board of directors. Each of the committees reports to the Company’s board of directors as such committee deems appropriate and as the Company’s board of directors may request.

The composition and functions of each committee are described below.

* Chairperson of the committee

⁽¹⁾ Our independent directors perform the Nominating and Corporate Governance function.

Audit Committee

The audit committee is currently comprised of Robert N. Weingarten, Mark Goldstone and Kelly Anderson. Mr. Weingarten serves as the chairperson of the audit committee. The Company’s board of directors 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 board of directors 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:either:

This summary is based on the provisions of the Code, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split.

This summary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. For example, this summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates or former citizens or residents, persons subject to the alternative or corporate minimum tax, persons whose functional currency is not the U.S. dollar, partnerships or other pass-through entities, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons who acquired their shares or equity awards in connection with employment or other performance of services, (iii) persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging transaction”, “conversion transaction” or other integrated investment transaction for federal income tax purposes, or (iv) persons that do not hold our common stock as “capital assets” (generally, property held for investment). This summary does not address backup withholding and information reporting. This summary does not address U.S. holders who beneficially own common stock through a “foreign financial institution” (as defined in Code Section 1471(d)(4)) or certain other non-U.S. entities specified in Code Section 1472. This summary does not address the Medicare tax on net investment income, tax considerations in respect of our preferred stock, or tax considerations arising under any state, local or foreign laws, or under federal estate or gift tax laws.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.

We have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the Reverse Stock Split, and there can be no assurance that the Internal Revenue Service will not challenge the statements and conclusions set forth below or that a court would not sustain any such challenge.

Each holder should consult his, her or its own tax advisors concerning the particular U.S. federal tax consequences of the Reverse Stock Split, as well as the consequences arising under the laws of any other taxing jurisdiction, including any foreign, state, or local income tax consequences.

The Company’s audit committee operates under a written charter which satisfies the applicable rules and regulationsGeneral Tax Treatment of the SEC and the listing standards of The Nasdaq Capital Market. The audit committee met 8 times during the year ended December 31, 2020.

Compensation CommitteeReverse Stock Split

The Company’s compensation committee is currently comprised of Mark Goldstone, Robert N. Weingarten and Kelly Anderson. Mr. Goldstone serves as the chairperson of the compensation committee. The Company’s board of directors 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 board of directors relating to compensation of its executive officers. The responsibilities of the compensation committee include, among other things:

The compensation committee met one time during the year ended December 31, 2020.

Science Committee

The Company’s Science Committee is comprised of Donald Gagliano and David Evans. Dr. Gagliano serves as chairperson of the Science Committee. The purpose of the Science Committee is to assist the Company’s board of directors in ensuring that the research and development organization is optimized to support the strategic goals of the Company and to recommend key strategic and tactical issues to the board of directors. The responsibilities of the Science Committee include, among other things:

Nominating and Corporate Governance

A majority of the independent directors of the Company’s board of directors are responsible for reviewing, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the majority of the independent director of the Company’s board of directors, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, considers many factors, including the following:

Currently, the independent directors evaluate each individual in the context of the board of directors 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.

Strategy Committee

The Company’s strategy committee is currently comprised of Mark Goldstone, Robert N. Weingarten, Bret Scholtes and Kelly Anderson. Mr. Goldstone serves as the chairperson of the strategy committee. The Company’s board of directors has determined that each member of the strategy 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 strategy committee is a non-employee director as defined in Rule 16b-3 promulgated under the Exchange Act. The purpose of the strategy committee is to assist management with the execution of the Company’s strategic and business plans and to explore strategic, business and capital opportunities and transactions designed in increase stockholder value. The responsibilities of the strategy committee include, among other things:

The strategy committee met 8 times during the year ended December 31, 2020.

Compensation Committee InterlocksThe Reverse Stock Split is intended to qualify as a “reorganization” under Section 368 of the Code that should constitute a “recapitalization” for U.S. federal income tax purposes. Certain filings with the Internal Revenue Service must be made by us and Insider Participationcertain ‘significant holders” of our common shares in order for the reverse stock Split to qualify as a reorganization. Assuming the Reverse Stock Split qualifies as a reorganization, other than with respect to any U.S. holder that receives a full share for a fractional share, a U.S. holder generally will not recognize gain or loss upon the exchange of our common shares for a lesser number of common shares, based upon the Reverse Stock Split ratio.

NoneA U.S. holder’s aggregate tax basis in the lesser number of common shares received in the Reverse Stock Split will be the same such U.S. holder’s aggregate tax basis in the shares of our common stock that such U.S. holder owned immediately prior to the Reverse Stock Split. The holding period for the common shares received in the Reverse Stock Split will include the period during which a U.S. holder held the shares of our common stock that were surrendered in the Reverse Stock Split. The United States Treasury regulations provide detailed rules for allocating the tax basis and holding period of the Company’s executive officers serves, or inshares of our common stock surrendered to the past has served, as a membershares of our common stock received pursuant to the Reverse Stock Split. U.S. holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the boardtax basis and holding period of directors or compensation committee, or other committee servingsuch shares.

As noted above, we will not issue fractional shares in connection with the Reverse Stock Split. Instead, stockholders who would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an equivalent function,additional fraction of any entity that has one or more executive officers who serve as membersa share of common stock to round up to the next whole post-Reverse Stock Split share of common stock. The U.S. federal income tax consequences of the receipt of such an additional fraction of a share are not clear. A U.S. holder that receives a full share for a fractional share may be treated as though it received a distribution from the Company to the extent that the value of the full share exceeds the value of the fractional share the holder otherwise would have received. Such distribution would generally be a dividend to the extent of our Company’s boardcurrent or accumulated earnings and profits. Any amount in excess of directorsearnings and profits would generally reduce the holder’s basis in his, her or its compensation committee. Noneshares by the amount of such excess. The portion of the members of the Company’s compensation committee is, or has ever been, an officer or employee of the Company.

Code of Business Conduct and Ethics

The Company’s board of directors 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 board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of The Nasdaq Capital Market.

Corporate Governance Guidelines

The Company’s board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of The Nasdaq Capital Market.

Director Compensation

The Company accrued or paid compensation to its directors for serving in such capacity, as shown in the table below.