Guardion Health Sciences (GHSI) Prices 24.5M Share Common Offering at $0.342/Sh

Guardion Health Sciences, Inc. (NASDAQ: GHSI), announced the pricing of an underwritten public offering of 24,500,000 shares of its common stock (or pre-funded warrants to purchase common stock in lieu thereof) and Series B warrants to purchase up to 24,500,000 shares of the Company’s common stock. Each share of common stock (or pre-funded warrants to purchase common stock in lieu thereof) is being sold together with one Series B warrant to purchase one share of common stock at a combined price to the public of $0.342 per share and Series B warrant. The shares of common stock or pre-funded warrants and the accompanying Series B warrants are being sold together in this offering, but will be issued separately and will be immediately separable upon issuance. Gross proceeds, before underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $8.4 million.

The Series B warrants will be exercisable at a price of $0.342 per share of common stock, and will only be exercisable if Guardion effectuates an amendment to its certificate of incorporation (as described below). The Series B warrants will expire five years from the date on which the Series B warrants become initially exercisable. The offering is expected to close on or about Wednesday October 30, 2019, subject to customary closing conditions.

Currently, Guardion does not have a sufficient number of authorized shares of common stock to issue the shares of common stock issuable upon the exercise of the Series B warrants. As a result, the Series B warrants will become exercisable only after Guardion effectuates an amendment to its certificate of incorporation to either (i) increase the number of authorized shares of its common stock or (ii) implement a reverse stock split with respect to the shares of its common stock. There can be no assurance that Guardion’s stockholders will approve a charter amendment, or as to when, if ever, the, holders of the Series B warrants will be able to exercise the Series B warrants.

Maxim Group LLC and WallachBeth Capital, LLC are acting as joint-bookrunning managers in connection with the offering.

Guardion also has granted to the underwriters a 45-day option to purchase up to an additional 3,675,000 shares of common stock and/or Series B warrants to purchase up to 3,675,000 shares of common stock, at the public offering price less discounts and commissions.

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