Guardion Health Sciences (GHSI) 8-K Entry into a Material Definitive Agreement

Exhibit 99.2

Guardion Health Sciences, Inc.

Unaudited Pro Forma Condensed Balance Sheet

March 31, 2024

									Pro Forma
	Guardion			(A)					Adjusted Guardion
	Health			Pro Forma					Health
	Sciences			Adjustments and Eliminations					Sciences
	Inc.			Debit			Credit		Inc.
Assets
Current assets:
Cash and cash equivalents	$	5,605,035			16,975,000	(1)		725,000	$	21,855,035
Cash held in escrow		-			225,000	(8)				225,000
Accounts receivable, net		2,103,325				(2)		2,094,977		8,348
Inventories		2,134,213				(3)		2,026,575		107,638
Prepaid expenses and other current assets		539,209				(4)		136,208		403,001
Total current assets		10,381,782								22,599,022
Property, plant and equipment, net		25,089								25,089
Total assets	$	10,406,871							$	22,624,111
Liabilities
Current liabilities:
Accounts payable		413,294			323,590	(5)				89,704
Accrued expenses		857,805			157,041	(6)		46,754		747,518
Total current liabilities		1,271,099								837,222
Warrant derivative liability - long-term		5,721,688								5,721,688
Total liabilities		6,992,787								6,558,910
Stockholders’ equity
Common stock, $0.001 par value; 250,000,000 shares authorized; 1,284,156 shares issued and outstanding on March 31, 2024		1,284								1,284
Additional paid-in capital		101,725,811								101,725,811
Retained earnings		(98,313,011	)			(7)		12,498,635		(85,814,376	)
Total stockholders’ equity		3,414,084								15,912,719
Total liabilities and stockholders’ equity	$	10,406,871							$	22,471,629

Pro Forma Adjustments and Eliminations:

(1)	Cash received from purchase of Activ Nutritional, LLC (“Activ”), less remaining transaction fees and legal fees paid of $725,000.
(2)	Receivables sold to purchaser as part of the Activ sale.
(3)	Inventory sold to purchaser as part of the Activ sale.
(4)	Prepaid assets of $136,208 sold to purchaser as part of Activ sale.
(5)	Accounts payable assumed by purchaser as part of the Activ sale.
(6)	Accrued expenses of $7,684 and trade promotional liability of $149,357 assumed by purchaser as part of the Activ sale. Accrued expenses of $46,754 incurred by Guardion related to Activ sale.
(7)	Purchase Price - $17,200,000 Less: Net Assets - $4,257,760 Add: Net Liabilities - $480,631 Less: Total Transaction fees - $924,236 Calculated Gain on Sale - $12,498,635
(8)	Cash held in escrow account for 60 days after sale. Escrow amount in relation to transaction closing documents.

Pro Forma Notes:

(A) On May 31, 2024 (the “Closing Date”), Guardion Health Sciences, Inc. (the “Company”) completed its sale of all of the outstanding equity interests (the “Transaction”) of Activ Nutritional, LLC (“Activ”), a Delaware limited liability company which owns the Viactiv® brand and business and is a wholly-owned subsidiary of Viactiv Nutritionals, Inc (“Viactiv”), a Delaware corporation, which is a wholly-owned subsidiary of the Company to Doctor’s Best Inc., a Delaware corporation (“Doctor’s Best”). The Transaction was closed pursuant to the terms and conditions of an Equity Purchase Agreement among the parties , dated January 30, 2024 (the “Purchase Agreement”), pursuant to which Doctor’s Best acquired all of the outstanding equity interests of Activ from Viactiv for aggregate cash consideration to the Company of $17.2 million (the “Base Purchase Price”), of which $225,000 remains in a third-party escrow account pursuant to the terms of the Purchase Agreement. Doctor’s Best is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding company of Xiamen Kingdomway Group Company, which is listed on the Shenzhen Stock Exchange. The net proceeds received by the Company at closing was $16,250,000. Assets and Liabilities: The assets and liabilities attributed to Activ Nutritional LLC have been excluded from the Company’s balance sheet as of March 31, 2024.

Guardion Health Sciences, Inc.

Unaudited Pro Forma Condensed Statement of Operations

Year Ended December 31, 2023

									Pro Forma
	Guardion			(A)					Adjusted Guardion
	Health			Pro Forma					Health
	Sciences			Adjustments and Eliminations					Sciences
	Inc.			Debit			Credit		Inc.
Revenue
Nutritional supplements	$	11,907,867			11,907,867	(1)			$	-
Ocular products		340,683								340,683
Total Revenue		12,248,550								340,683
Cost of sales
Nutritional supplements		6,594,082				(1)		6,594,082		-
Ocular products		259,951								259,951
Total Cost of sales		6,854,033								259,951
Gross profit		5,394,517								80,732
Operating expenses
Research and development		150,684				(2)		145,421		5,263
Sales and marketing		1,704,680				(2)		1,653,771		50,909
General and administrative		7,480,925				(3)		1,392,363		6,088,562
Transaction costs related to pending disposition of business		394,546				(4)		394,546		-
Total Operating expenses		9,730,835								6,144,734
Loss from operations		(4,336,318	)							(6,064,002	)
Other income (expense)
Change in fair value of warrant derivative liability		3,984,900								3,984,900
Gain on disposal of VectorVision subsidiary		129,930
Interest income, net		379,520								379,520
Total other income (expense)		4,494,350								4,364,420
Net income (loss)	$	158,032							$	(1,699,582	)
Net income per common share -
Basic and Diluted	$	0.12							$	(1.34	)
Weighted average number of common shares outstanding -
Basic and Diluted		1,270,846								1,270,846

Pro Forma Adjustments and Eliminations:

(1)	Nutritional supplements revenue and cost of sales are eliminated as Activ business unit was sold.
(2)	Research and development, sales and marketing, and general and administrative expenses are eliminated as Activ business unit was sold.
(3)	General and administrative expenses are eliminated as Activ business unit was sold.
(4)	Transaction fees from sale of Activ are eliminated.

Pro Forma Notes:

(A) On May 31, 2024 (the “Closing Date”), Guardion Health Sciences, Inc. (the “Company”) completed its sale of all of the outstanding equity interests (the “Transaction”) of Activ Nutritional, LLC (“Activ”), a Delaware limited liability company which owns the Viactiv® brand and business and is a wholly-owned subsidiary of Viactiv Nutritionals, Inc (“Viactiv”), a Delaware corporation, which is a wholly-owned subsidiary of the Company to Doctor’s Best Inc., a Delaware corporation (“Doctor’s Best”). The Transaction was closed pursuant to the terms and conditions of an Equity Purchase Agreement among the parties , dated January 30, 2024 (the “Purchase Agreement”), pursuant to which Doctor’s Best acquired all of the outstanding equity interests of Activ from Viactiv for aggregate cash consideration to the Company of $17.2 million (the “Base Purchase Price”), of which $225,000 remains in a third-party escrow account pursuant to the terms of the Purchase Agreement. Doctor’s Best is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding company of Xiamen Kingdomway Group Company, which is listed on the Shenzhen Stock Exchange. The net proceeds received by the Company at closing was $16,250,000.

Revenue: Revenue figures have been adjusted due to showing Activ Nutritional LLC sale as of January 1, 2023.

Expenses: Operating expenses have been adjusted due to showing Activ Nutritional LLC sale as of Janaury 1, 2023.

Guardion Health Sciences, Inc.

Unaudited Pro Forma Condensed Statement of Operations

Three Months Ended March 31, 2024

									Pro Forma
	Guardion			(A)					Adjusted Guardion
	Health			Pro Forma					Health
	Sciences			Adjustments and Eliminations					Sciences
	Inc.			Debit			Credit		Inc.
Revenue
Nutritional supplements	$	2,918,526			2,918,526	(1)			$	-
Ocular products		81,119								81,119
Total Revenue		2,999,645								81,119
Cost of sales
Nutritional supplements		1,776,479				(1)		1,776,479		-
Ocular products		44,167								44,167
Total Cost of sales		1,820,646								44,167
Gross profit		1,178,999								36,952
Operating expenses
Research and development		3,168				(2)		3,168		-
Sales and marketing		361,908				(2)		358,035		3,873
General and administrative		1,834,669				(3)		403,636		1,431,033
Transaction costs related to pending disposition of business		529,690				(4)		529,690		-
Loss on disposal of fixed assets		3,366								3,366
Total Operating expenses		2,732,801								1,438,272
Loss from operations		(1,553,802	)							(1,401,320	)
Other income (expense)
Change in fair value of warrant derivative liability		(3,268,588	)							(3,268,588	)
Interest income, net		75,645								75,645
Total other income (expense)		(3,192,943	)							(3,192,943	)
Net income (loss)	$	(4,746,745	)						$	(4,594,263	)
Net income per common share -
Basic and Diluted	$	(3.71	)						$	(3.59	)
Weighted average number of common shares outstanding -
Basic and Diluted		1,280,306								1,280,306

Pro Forma Adjustments and Eliminations:

(1)	Nutritional supplements revenue and cost of sales are eliminated as Activ business unit was sold.
(2)	Research and development, sales and marketing, and general and administrative expenses are eliminated as Activ business unit was sold.
(3)	General and administrative expenses are eliminated as Activ business unit was sold.
(4)	Transaction fees from sale of Activ are eliminated.

Pro Forma Notes:

(A)	On May 31, 2024 (the “Closing Date”), Guardion Health Sciences, Inc. (the “Company”) completed its sale of all of the outstanding equity interests (the “Transaction”) of Activ Nutritional, LLC (“Activ”), a Delaware limited liability company which owns the Viactiv® brand and business and is a wholly-owned subsidiary of Viactiv Nutritionals, Inc (“Viactiv”), a Delaware corporation, which is a wholly-owned subsidiary of the Company to Doctor’s Best Inc., a Delaware corporation (“Doctor’s Best”). The Transaction was closed pursuant to the terms and conditions of an Equity Purchase Agreement among the parties , dated January 30, 2024 (the “Purchase Agreement”), pursuant to which Doctor’s Best acquired all of the outstanding equity interests of Activ from Viactiv for aggregate cash consideration to the Company of $17.2 million (the “Base Purchase Price”), of which $225,000 remains in a third-party escrow account pursuant to the terms of the Purchase Agreement. Doctor’s Best is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding company of Xiamen Kingdomway Group Company, which is listed on the Shenzhen Stock Exchange. The net proceeds received by the Company at closing was $16,250,000.
	Revenue: Revenue figures have been adjusted due to showing Activ Nutritional LLC sale as of January 1, 2023
	Expenses: Operating expenses have been adjusted due to showing Activ Nutritional LLC sale as of January 1, 2023.