As filed with the Securities and Exchange Commission on August 12, 2019.
Registration Statement No. 333-233067
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GUARDION HEALTH SCIENCES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | | 2834 | | 47-4428421 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification No.) |
15150 Avenue of Science, Suite 200
San Diego, California 92128
Telephone: 858-605-9055
Telecopier: (858) 630-5543
(Address and telephone number of principal executive offices)
Michael Favish, Chief Executive Officer
15150 Avenue of Science, Suite 200
San Diego, California 92128
Telephone: 858-605-9055
Telecopier: (858) 630-5543
(Name, address and telephone number of agent for service)
Copies to:
David I. Sunkin, Esq. Sheppard, Mullin, Richter & Hampton LLP 333 South Hope Street, 43rd Floor Los Angeles, CA 90071 (213) 620-1780 | | Leslie Marlow, Esq. Hank Gracin, Esq. Patrick J. Egan, Esq. Gracin & Marlow, LLP The Chrysler Building 405 Lexington Avenue, 26th Floor New York, NY 10174 (212) 907-6457 |
EXPLANATORY NOTE
Guardion Health Sciences, Inc. (the “Registrant”) is filing this Amendment No. 2 (the “Amendment”) to its Registration Statement on Form S-1 (Registration Statement No. 333-233067) (the “Registration Statement”) to file Exhibits 4.3 and 4.5. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page, and Exhibits 4.3 and 4.5. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| Exhibit No. | | Description |
| 1.1+ | | Form of Underwriting Agreement |
| 2.1 | | Asset Purchase and Reorganization Agreement dated as of September 29, 2017 (filed on Form 8-K on October 5, 2017) |
| 3.1 | | Articles of Organization of P4L Health Sciences, LLC and restatement changing name to Guardion Health Sciences, LLC filed in California (filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016) |
| 3.2 | | Articles of Conversion; Delaware and California (filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016) |
| 3.3 | | Certificate of Incorporation in Delaware and amendment thereto (filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016) |
| 3.4 | | Certificate of Amendment to Certificate of Incorporation filed and effective with the Delaware Secretary of State on January 30, 2019 (filed on Form 8-K on February 1, 2019) |
| 3.5 | | Bylaws (filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016) |
| 4.1 | | November 30, 2015 Warrant Agreement (filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016) |
| 4.2+ | | Form of Pre-Funded Warrant |
| 4.3 * | | Form of Warrant |
| 4.4+ | | Form of Underwriters’ Warrant |
| 4.5* | | Form of Warrant Agent Agreement |
| 5.1+ | | Opinion of Sheppard, Mullin, Richter & Hampton, LLP |
| 10.1 | | Lease for 15150 Avenue of the Sciences, Suite 200, San Diego California and amendments thereto (filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016) |
| 10.2 | | Form of Restricted Unit Purchase Agreement from Round 3 Funding in 2013 (filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016) |
| 10.3 | | Form of Bridge Loan from September 30, 2015 - January 25, 2016 (filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016) |
| 10.4 | | Form of Indemnification Agreement (filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016) |
| 10.5 | | Intellectual Property Assignment Agreement with David W. Evans and VectorVision, Inc. dated as of September 29, 2017 (filed on Form 8-K on October 5, 2017) |
| 10.6 | | Consulting Agreement with David W. Evans dated as of September 29, 2017 (filed on Form 8-K on October 5, 2017) |
| 10.7 | | Intellectual Property Purchase Agreement with David W. Evans dated as of September 29, 2017 (filed on Form 8-K on October 5, 2017) |
| 10.8 | | Stock Purchase Agreement dated as of November 3, 2017 (filed on Form 8-K on November 7, 2017) |
| 10.9 | | Form of November 2018 Stock Purchase Agreement (filed on Form 8-K on November 30, 2018) |
| 10.10 | | Guardion Health Sciences, Inc. 2018 Equity Incentive Plan (filed with the Registration Statement on Form S-1/A with the SEC on January 7, 2019) |
| 10.11 | | Employment Agreement between Guardion Health Sciences, Inc. and Michael Favish (filed on Form 8-K on December 27, 2018) |
| 23.1+ | | Consent of Weinberg & Company, P.A., independent registered public accounting firm for Guardion Health Sciences, Inc. |
| 23.2+ | | Consent of Sheppard, Mullin, Richter & Hampton LLP (included as Exhibit 5.1) |
| 24.1+ | | Power of Attorney (included on signature page of this Registration Statement) |
* filed herewith.
+ previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 12th day of August 2019.
| | GUARDION HEALTH SCIENCES, INC. |
| | | |
| | By: | /s/ Michael Favish |
| | Name: | Michael Favish |
| | Title: | Chief Executive Officer |
WITNESS our hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Michael Favish | | CEO, President and Chairman of the Board | | August 12, 2019 |
| Michael Favish | | (Principal Executive Officer) | | |
| | | | | |
| /s/ John Townsend | | Chief Accounting Officer and Controller | | August 12, 2019 |
| John Townsend | | (Principal Accounting and Financial Officer) | | |
| | | | | |
| * | | Director | | August 12, 2019 |
| Robert N. Weingarten | | | | |
| | | | | |
| * | | Director | | August 12, 2019 |
| Mark Goldstone | | | | |
| | | | | |
| * | | Director | | August 12, 2019 |
| David W. Evans | | | | |
| | | | | |
| * | | Director | | August 12, 2019 |
| Donald A. Gagliano | | | | |
| * By: | /s/ Vincent J. Roth | |
| | Vincent J. Roth, Attorney-in-fact | |
