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): September 22, 2021
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.) |
2925 Richmond Avenue, Suite 1200
Houston, Texas 77098
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (800) 873-5141
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) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | 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 ☒
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 1.02 Termination of a Material Definitive Agreement.
On September 22, 2021, Guardion Health Sciences, Inc. (the “Company”) entered into a Lease Termination Agreement (the “Agreement”) with Cal-Sorrento, Ltd. (“Cal-Sorrento”) pursuant to which, effective as of October 31, 2021 (the “Termination Date”), the Industrial Lease (the “Lease”) originally dated October 24, 2012, as amended, by and between the Company and Cal-Sorrento with respect to leased premises located at 15150 Avenue of Science, Suite 200, San Diego, California 92128, shall terminate. Pursuant to the Agreement and in consideration for the early termination of the Lease, (i) the Company shall forfeit the security deposit paid to Cal-Sorrento, (ii) the Company shall pay Cal-Sorrento an early termination fee of $108,527, and (iii) the Company shall vacate the premises on or before October 31, 2021. Effective upon the Termination Date and provided that the Company has satisfied all of its obligations pursuant to the Agreement, each of the Company and Cal-Sorrento shall release each other and their respective agents, employees, partners, officers, directors, stockholders and members from all obligations under the Lease.
The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety, by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1.
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. |
| Date: September 23, 2021 | | |
| | By: | /s/ Bret Scholtes |
| | Name: | Bret Scholtes |
| | Title: | Chief Executive Officer |
