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~~August 1013, 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 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Departure~~On ofAugust ~~Craig~~13, ~~Sheehan~~2024, Guardion Health Sciences, Inc. (the “Company”) issued a press release (“Press Release”) announcing financial results for the three months and six months ended June 30, 2024. The Press Release is furnished as Exhibit 99.1 to this current report.

OnThe ~~July~~information ~~10,~~in ~~2024~~this ~~(the~~Item ~~“Separation~~2.02 ~~Date”),~~and ~~Guardion~~Exhibit ~~Health Sciences, Inc~~99.1 ~~(the~~hereto ~~“Company”)~~shall ~~entered~~not ~~into~~be adeemed ~~Separation Agreement and General Release (the~~ “~~Separation Agreement~~filed”) ~~with~~for ~~Craig Sheehan, its Chief Commercial Officer, whereby~~ the ~~Company~~ ~~and~~purposes ~~Mr.~~of ~~Sheehan~~or ~~mutually~~otherwise ~~agreed~~ subject to ~~terminate~~the ~~Mr.~~liabilities ~~Sheehan’s~~under ~~employment~~Section ~~with~~18 ~~the Company as~~ of the ~~Separation~~Securities ~~Date.~~Exchange ~~Pursuant to~~Act ~~the terms and conditions~~ of ~~the~~1934, ~~Separation~~as ~~Agreement,~~amended. ~~the~~Unless ~~Company~~expressly ~~will~~incorporated ~~make~~into a ~~separation~~filing ~~payment~~of the toCompany ~~Mr.~~under ~~Sheehan in~~ the ~~total~~Securities ~~gross amount~~Act of ~~approximately $148~~1933,~~000,~~ ~~less~~as ~~applicable~~amended, ~~withholdings~~or ~~and~~the ~~deductions.~~Securities AsExchange ~~previously~~Act ~~disclosed and in connection with his termination~~ of ~~employment~~1934, ~~Mr.~~as ~~Sheehan is also entitled to a retention bonus of $35~~amended,~~000~~ ~~pursuant to~~ the ~~terms~~information ~~of his employment agreement, which~~contained ~~will~~in ~~also~~this beItem ~~paid~~2.02 ~~pursuant to the terms~~ and ~~conditions~~Exhibit ~~of the Separation Agreement~~99.1 ~~The~~hereto ~~foregoing description~~shall ofnot ~~the~~be ~~Separation~~incorporated ~~Agreement~~by isreference ~~qualified~~into inany ~~its~~Company ~~entirety~~filing, bywhether ~~reference~~made tobefore or after the ~~full~~date ~~text~~hereof, regardless of ~~such~~any ~~Separation~~general ~~Agreement~~incorporation ~~which is~~language ~~attached~~in ~~hereto~~such ~~as Exhibit 10~~filing.1.

Forward-Looking Statements

The matters described herein may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements contain information about our expectations, beliefs, plans or intentions regarding our product development and commercialization efforts, research and development efforts, business, financial condition, results of operations, strategies or prospects, and other similar matters. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “hopes” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing.

These statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict, and involve unknown risks and uncertainties that may individually or materially impact the matters discussed herein for a variety of reasons that are outside the control of the Company, including, but not limited to, the completion of the Company’s Plan of Liquidation and Dissolution, the use of the proceeds received from the sale of the Viactiv business, the Company’s decision to continue to fund or wind-down its operations subsequent to the sale of the Viactiv business, the sale or other disposition of the Company’s ocular healthcare business, the exploration, timing and feasibility of alternatives to the Company’s Plan of Liquidation and Dissolution, supply chain disruptions, a potential recession and the condition of the economy in general, the Company’s ability to successfully market its remaining products and inventory, and the Company’s ability to maintain compliance with Nasdaq’s continued listing requirements.

Readers are cautioned not to place undue reliance on these forward-looking statements, as actual results could differ materially from those described in the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company’s filings with the SEC, which are available at the SEC’s website (www.sec.gov). The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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
99.1		Press release dated August 13, 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.

	GUARDION HEALTH SCIENCES, INC.
	GUARDION HEALTH SCIENCES, INC. (Registrant)
Date: July 15, 2024
Date: August 14, 2024
	By:	/s/ Jan Hall
	Name:	Jan Hall
	Title:	~~President and~~ Chief Executive Officer

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