UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On October 30, 2024, Guardion Health Sciences, Inc. (the “Company” or “Guardion”) announced the filing of its certificate of dissolution with the Secretary of State of the State of Delaware, which was effective upon filing. The filing of the certificate was made pursuant to the terms of the Company’s previously disclosed Plan of Liquidation and Dissolution (the “Plan”) approved by stockholders at the Company’s special meeting of stockholders held on May 31, 2024.
As of October 30, 2024, Guardion has closed its stock transfer books, and record holders of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) ceased to have any rights in respect of such shares of Common Stock, except the right to receive distributions, if any, pursuant to and in accordance with the Plan and under the General Corporation Law of the State of Delaware (the “DGCL”). In accordance with the DGCL, as of October 30, 2024, stockholders are prohibited from transferring record ownership of their shares of Common Stock, except by will, intestate succession, operation of law or upon dissolution of such record holder or its successors.
A copy of the press release announcing the filing and effectiveness of the Company’s certificate of dissolution is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Press release dated October 30, 2024 | |
| 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.
| Date: October 31, 2024 | GUARDION HEALTH SCIENCES, INC. | |
| (Registrant) | ||
| By: | /s/ Katie Cox | |
| Name: | Katie Cox | |
| Title: | Chief Accounting Officer | |