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): July 10, 2024
GUARDION HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38861 | 47-4428421 | ||
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Craig Sheehan
On July 10, 2024 (the “Separation Date”), Guardion Health Sciences, Inc. (the “Company”) entered into a Separation Agreement and General Release (the “Separation Agreement”) with Craig Sheehan, its Chief Commercial Officer, whereby the Company and Mr. Sheehan mutually agreed to terminate Mr. Sheehan’s employment with the Company as of the Separation Date. Pursuant to the terms and conditions of the Separation Agreement, the Company will make a separation payment to Mr. Sheehan in the total gross amount of approximately $148,000, less applicable withholdings and deductions. As previously disclosed and in connection with his termination of employment, Mr. Sheehan is also entitled to a retention bonus of $35,000 pursuant to the terms of his employment agreement, which will also be paid pursuant to the terms and conditions of the Separation Agreement. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of such Separation Agreement which is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Separation Agreement and General Release, dated July 10, 2024, by and between Guardion Health Sciences, Inc. and Craig Sheehan | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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: July 15, 2024 | ||
| By: | /s/ Jan Hall | |
| Name: | Jan Hall | |
| Title: | President and Chief Executive Officer | |