Guardion Health Sciences Announces Pricing of Aggregate $4.75 Million Institutional Private Placement of Series C and Series D Redeemable Preferred Stock

HOUSTON, Nov. 29, 2022 (GLOBE NEWSWIRE) -- Guardion Health Sciences, Inc. (“Guardion” or the “Company”) (Nasdaq: GHSI), a clinical nutrition company that offers a portfolio of science-based, clinically supported products designed to support the health needs of consumers, healthcare professionals and providers and their patients, announced that it has entered into a securities purchase agreement with certain institutional investors to purchase 495,000 shares of Series C convertible redeemable preferred stock and 5,000 shares of Series D non-convertible redeemable preferred stock. Each share of Series C and Series D preferred stock has a purchase price of $9.50 per share, reflecting an original issue discount of 5% of the $10.00 stated value of each share. Each share of Series C preferred stock is convertible into shares of the Company’s common stock at an initial conversion price of $0.15768 per share (which is equal to the average closing price of the Company’s common stock for the five (5) trading days ended on November 28, 2022). Shares of the Series C preferred stock are convertible at the option of the holder at any time, conditioned upon and subsequent to receipt by the Company of stockholder approval for a reverse split of its common stock. The Company and the holders of the Series C preferred stock also entered into a registration rights agreement to register the resale of the shares of common stock issuable upon conversion of the Series C preferred stock, if and when converted. Total gross proceeds from the preferred stock offerings, before deducting discounts, placement agent’s fees and other estimated offering costs and expenses, are estimated to be approximately $4.75 million.

The Series C and Series D preferred stock permits the holders thereof to vote together with the holders of the Company’s common stock on a proposal expected to be presented to stockholders shortly to grant discretionary approval to the Company’s Board of Directors to execute a reverse stock split of the Company’s common stock, in a specified range. The Series D preferred stock permits the holders thereof to cast 1,000,000 votes per share on such proposal, provided, however, that such votes must be cast in the same proportions as the shares of common stock and Series C preferred stock are voted on that proposal (excluding any shares of common stock that are not voted on the proposal). Except as required by law or expressly provided by the certificates of designation, holders of the Series C and Series D preferred stock will not be permitted to vote on any other matters to be presented to stockholders for approval. The holders of the Series C and Series D preferred stock have agreed not to transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of their shares of preferred stock, unless and until receipt by the Company of stockholder approval for a reverse split of its common stock.