UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):October 22, 2019
GUARDION HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38861 | | 44-4428421 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
15150 Avenue of Science, Suite 200
San Diego, CA 92128
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:(858) 605-9055
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | GHSI | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
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. [ ]
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 22, 2019, the Board of Directors (the “Board”) of Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), adopted the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”) to (i) update the Delaware forum selection provision, (ii) update the clause relating to removal of directors to state that any director, or the entire board of directors, may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at the election of directors to conform with Delaware law, and (iii) remove the requirement that the Company’s annual meeting of stockholders be held in San Diego, California. The forum selection provision set forth in the Amended Bylaws now provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the federal securities laws or any other claim for which the federal courts have exclusive jurisdiction or for which there is concurrent federal and state jurisdiction.
This summary is qualified in its entirety by reference to the Amended Bylaws, which are filed as Exhibit 3.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | GUARDION HEALTH SCIENCES, INC. |
| | | |
| | By: | /s/ Michael Favish |
| | Name: | Michael Favish |
| | Title: | Chief Executive Officer |
Date: October 22, 2019
