GHSI Guardion Health Sciences Inc (PK)

 

 

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): December 23, 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: None

 

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.

 

On December 23, 2024, Guardion Health Sciences, Inc. (the “Company”) and Katie Cox, the Company’s Chief Accounting Officer, entered into an agreement to terminate Ms. Cox’s employment with the Company effective December 31, 2024 (the “General Release Agreement”). In connection with the termination of Ms. Cox’s employment with the Company, Ms. Cox will receive severance benefits consistent with a termination without cause as described in the documents filed as Exhibits 10.20, 10.21 and 10.24 to the Company’s Annual Report on Form 10-K/A, filed with the Securities and Exchange Commission on April 29, 2024.

 

The Company and Ms. Cox have entered into a consulting agreement (the “Consulting Agreement”) effective January 1, 2025, pursuant to which Ms. Cox will provide consulting services related to accounting, financial and administrative matters from January 1 through March 31, 2025. Pursuant to the Consulting Agreement, Ms. Cox will be paid a monthly rate of $10,000 and will be reimbursed for miscellaneous business expenses, if incurred while providing services to the Company. The Consulting Agreement will terminate on March 31, 2025, unless otherwise extended by the parties.

 

The foregoing is a summary description of the terms and conditions of each of the General Release Agreement and the Consulting Agreement and is qualified in its entirety by reference to the General Release Agreement or the Consulting Agreement, copies of which are included as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 8.01 Other Events.

 

On December 23, 2024, the Company announced that its Board of Directors declared a cash distribution (the “Distribution”) in an amount equal to $3.25 per share of common stock held by the Company’s stockholders of record on October 30, 2024, which was the effective date of the Company’s legal dissolution. The Company expects to pay the Distribution on or before December 27, 2024. A copy of the press release announcing the Distribution is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Exhibit
10.1*		General Release Agreement dated December 23, 2024
10.2*		Consulting Agreement effective January 1, 2025
99.1		Press release dated December 23, 2024
104		Cover Page Interactive Data File (embedded within the XBRL document)

 

* Certain personal information in this Exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.    

 

 

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. (Registrant)
Date: December 26, 2024
	By:	/s/ Katie Cox
	Name:	Katie Cox
	Title:	Chief Accounting Officer

 

 

Exhibit 10.1

 

Certain personal information in this document has been redacted pursuant to Item 601(a)(6) of Regulation S-K. Redacted portions are indicated with the notation “[***]”.

 

GENERAL RELEASE AGREEMENT

 

This General Release Agreement (the “Agreement”) is made by and between Guardion Health Sciences, Inc., a Delaware Corporation (the “Company”), and Katie Cox (“Employee”). In consideration for the execution of this Agreement, and the performance of the terms and conditions set forth herein, Company and Employee (each, a “Party” and collectively, the “Parties”) agree as follows:

 

RECITALS

 

WHEREAS, Employee was employed by the Company pursuant to that certain employment agreement, effective September 21, 2023, as amended April 3, 2024 (“Employment Agreement”);

 

WHEREAS, the Parties agree that, pursuant to the notice previously provided to Employee by the Company, Employee’s employment with the Company will terminate on December 31, 2024 (the “Separation Date”); and

 

WHEREAS, this Agreement is delivered pursuant to the terms and conditions of the Employment Agreement.

 

NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and conditions herein contained, the Parties agree as follows:

 

1. Termination of Employment. The Parties mutually agree that Employee’s employment with the Company will end on the Separation Date. Effective as of the Separation Date, Employee has resigned from any and all officer, director, manager, and other governing positions, however titled, held at the Company, or as an employee of the Company, or its parent and any of its subsidiaries or affiliates, as of the Separation Date, and Employee agrees to execute any documentation requested by the Company to effectuate such resignations. As of the Separation Date, except as provided herein per Section ‎2, the Company paid Executive all wages, compensation, bonuses, and any accrued and unused vacation or paid time off owed to Employee, whether in cash or in stock options, for services performed through the Separation Date.

 

2. Severance Payment.

 

A. Employee understands and agrees that the consideration and other promises and payments under this Section ‎2 are contingent on, and in exchange for, Employee’s initial execution and non-revocation of this Agreement, re-execution and non-revocation of this Agreement on or after the Termination Date, and Employee’s compliance with the terms of this Agreement and Section 7 of the Employment Agreement (collectively, the “Employee’s Obligations”). Employee understands and agrees that Employee will not be entitled to, and the Company will not be obligated to pay the consideration or perform the other promises specified in this Section ‎2, unless Employee satisfies Employee’s Obligations. Employee further understands and agrees that in the event Employee breaches the provisions of this Agreement, the Company shall be entitled to: (x) immediately cease any and all remaining payments under this Agreement; (y) immediate repayment of any amounts paid to Employee under this Section ‎2, unless prohibited by applicable law, and with the exception that Employee may retain $1,000, which shall serve as sufficient consideration for the releases and waivers contained herein, which shall remain fully enforceable in their entirety; and/or (z) any and all available remedies under applicable law.

 

 

B. In exchange for Employee’s adherence to the terms and conditions of this Agreement and the Release detailed below, including Employee’s initial execution of this Agreement, re-execution and non-revocation of this Agreement on or after the Termination Date, and in consideration of the other obligations that Employee owes to the Company under this Agreement, the Company will pay Employee the consideration provided pursuant to Section 5(c)(iv) of the Employment Agreement, which Employee acknowledges and agrees equates to the total gross amount of $188,290.64 (the “Severance Payment”), in the manner described in the Employment Agreement. There will be appropriate state and federal tax withholdings and any other required deductions from the Severance Payment, and the Severance Payment will be reported on IRS W-2 Form(s) issued to Employee. Employee acknowledges and agrees that Employee has already been paid the Transaction Bonus described in Section 4(b) of the Employment Agreement. Provided Employee remains employed through the Separation Date and signs a suitable consulting agreement with the Company, as Employee has been requested by the Company, the Company will pay Employee the Retention Bonus of $50,000 described in Section 4(b) of the Employment Agreement upon Employee’s re-execution of this Agreement.

 

3. Business Related Expenses: Employee has submitted all receipts for business-related expenses to Company prior to Employee’s execution of this Agreement. By signing this Agreement, Employee acknowledges and agrees that there are no outstanding and/or unpaid business-related expenses owing to Employee as of December 31, 2024.

 

4. General Release by Employee. This Section shall be referred to herein as the “Release”. For and in consideration of the Severance Payment described in Section ‎2 above, and the other terms and conditions described in this Agreement:

 

A. Except for the obligations undertaken in this Agreement, in consideration for all of the foregoing, which Employee acknowledges is consideration in addition to that to which Employee is otherwise entitled, Employee hereby releases and discharges forever the Company and all of its past, present and future agents, employees, servants, officers, directors, partners, trustees, representatives, shareholders, stockholders, members, managing agents, owners (both direct and indirect), attorneys, parents, subsidiaries, equity sponsors, related corporations, their parents, subsidiaries, and affiliates, divisions, joint venturers, assigns, predecessors, successors, service providers, temporary staffing agencies, insurers, consultants, subcontractors, joint employers, potential and alleged joint employers, potential and alleged dual employers, potential and alleged common law employers, affiliates, employee benefit plans and fiduciaries thereof, affiliated organizations, any person and/or entity with alleged joint liability, and all persons and/or entities acting under, by, through or in concert with any of them (hereinafter referred to collectively as the “Released Parties”), and each and all of them, from any and all claims, liabilities, causes of action, charges, complaints, obligations, costs, losses, damages, injuries, attorneys’ fees, and other legal responsibilities, of any form whatsoever, whether known or unknown, unforeseen, unanticipated, unsuspected, or latent, which Employee or Employee’s heirs, administrators, executors, successors in interest, and/or assigns (the “Releasing Parties”) have incurred or expect to incur, or now own or hold, or have at any time heretofore owned or held, or may at any time own, hold, or claim to hold by reason of any matter or thing arising from any cause whatsoever prior to the date of Employee’s execution of this Agreement.

 

 

B. Employee represents and acknowledges that the consideration contained in this Agreement shall constitute the entire consideration provided to Employee and Employee will not seek any further compensation for any claim, damage, cost, or attorney’s fees in connection with the matters encompassed in this Release and/or Agreement. Employee represents and acknowledges that the consideration contained in this Agreement constitutes a full satisfaction and accord of any claims Employee has or may have against any of the Released Parties.

 

Without limiting the generality of the foregoing, and by way of example only, Employee fully releases and discharges each and all of the Released Parties from any and all claims, disputes, rights, and causes of action that have been or could be alleged against any of said Released Parties in connection with Employee’s employment with Company, or the termination thereof; and in connection with any and all matters pertaining to Employee’s employment by any of the Released Parties, including, but not limited to, any and all compensation, salaries, wages, meal and rest period premiums, bonuses, commissions, overtime, monies, pay, allowances, expenses, benefits, sick pay, severance pay, retention pay, stock options, or benefits, paid leave benefits, vacation, penalties, interest, damages, and promises on any and all of the above.

 

Without limiting the scope of this Release in any way, Employee also certifies that this Release constitutes a knowing and voluntary waiver of any and all rights or claims that exist or that Employee has or may claim to have under the Federal Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (“OWBPA”), which is set forth at 29 U.S.C. § § 621, et seq. This Release does not govern any rights or claims that may arise under the ADEA after the date this Agreement is signed by Employee.

 

 

This Release extends to any and all claims including, but not limited to, any alleged (i) violation of the National Labor Relations Act, Title VII of the Civil Rights Act, the California Fair Employment and Housing Act, the Americans With Disabilities Act of 1990, the ADEA, as amended by the OWBPA, the Fair Labor Standards Act, the California Labor Code (including Section 132a and the Healthy Workplace Healthy Families Act), any applicable California Wage Order, the California Private Attorneys General Act (“PAGA”) (to include acting as a PAGA representative), the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the California Family Rights Act, the Employee Retirement Income Security Act (excluding vested benefits), the California Unfair Business Practices Act/Unfair Competition Law, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, and any state law equivalent, Indiana Wage Payment and Wage Claims Acts (Ind. Code §§ 22-2-4-1 to 22-2-4-6; §§ 22-2-5-0.5 to 22-2-5-3; §§ 22-2-9-0.1 to 22-2-9-8); Indiana Civil Rights Law (Ind. Code §§ 22-9-1-0.1 to 22-9-1-18); Indiana Military Family Leave Act (Ind. Code §§ 22-2-13-1 to 22-2-13-16); Indiana Blacklisting Statute (Ind. Code §§ 22-5-3-1 to 22-5-3-3); Indiana Off Duty Use of Tobacco by Employees Law (Ind. Code §§ 22-5-4-1 to 22-5-4-4); Indiana Age Bias Law (Ind. Code §§ 22-9-2-1 to 22-9-2-11); Indiana Minimum Wage Law (Ind. Code § 22-2-2-1 et seq.); (ii) harassment and/or discrimination on the basis of age, race, color, ancestry, national origin, caste, citizenship, religious creed, sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding), marital status, domestic partnership status, sexual orientation, gender, gender identity or gender expression, veteran status, military status, political affiliation, family care or medical leave status or the denial of family and medical care leave, physical or mental disability, medical condition (including cancer and genetic characteristics), genetic information or any other basis protected by applicable federal, state and/or local laws, regulations, rules, ordinances and/or orders; (iii) any whistleblower or retaliation claims on the basis of any protected activity or other protected basis; (iv) breach of any express or implied promise, contract or agreement (express or implied), including any alleged breach of the Employment Agreement, or breach of the implied covenant of good faith and fair dealing; (v) any tort or common law claims, including wrongful discharge, intentional or negligent infliction of emotional distress, negligence, fraud, misrepresentation, defamation, libel, slander, interference with prospective economic advantage, or other tort or common law actions; (vi) claims for misclassification, wage and hour, or other claims related to hours, conditions, or compensation related to work, or failure to pay wages due or other monies owed; and (vii) any other violation of local, state, or federal law, constitution, statute, regulation or ordinance, public policy, contract, or tort or common law claim, whether for legal or equitable relief, having any bearing whatsoever on the terms and conditions of employment, or association or working relationship, with any of the Released Parties, including but not limited to any allegations for penalties, interest, costs and fees, including attorneys’ fees, incurred in any of these matters, which Employee ever had, now has, or may have as of the date of this release. All such claims, liabilities or causes of action (including, without limitation, claims for related attorneys’ fees and costs) are forever barred by this Agreement regardless of the forum in which they may be brought. The Parties acknowledge and agree that this Release shall be interpreted to be as broad as allowed under applicable law.

 

To the maximum extent permitted by law, Employee waives any right or ability to be a class, collective action or PAGA representative, or to otherwise knowingly and voluntarily participate in any putative or certified class, collective, representative, or multi-party action or proceedings in which any of the Released Parties is a party.

 

C. It is a condition hereof, and it is Employee’s intention in the execution of this Agreement and this Release herein, that the same shall be effective as a bar to each and every claim hereinabove specified, including both known and unknown claims. Employee acknowledges and is aware that Employee may hereafter discover facts in addition to or different from those that are known or believed by Employee to be true with respect to the subject matter of this Agreement, but it is Employee’s intention to fully, finally and forever release all matters, disputes and differences, known or unknown, suspected or unsuspected, which do now exist, may exist or have existed with the Released Parties. In furtherance of this intention, Employee hereby expressly waives any and all rights and benefits conferred upon her by Section 1542 of the California Civil Code, or the equivalent in any other jurisdiction, which provides as follows:

 

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

 

 

D. Employee and Company acknowledge and agree that this Release (and/or this Agreement) is not intended to preclude Employee from filing a charge and/or complaint with any government agency, pursuing a complaint with any government agency, or participating in any investigation or proceeding conducted by any government agency, including but not limited to, the Equal Employment Opportunity Commission (“EEOC”), the California Civil Rights Department (“CRD”), the Occupational Health and Safety Administration (“OSHA”), the National Labor Relations Board (“NLRB”), the Securities and Exchange Commission (“SEC”), or any other federal, state or local agency charged with the enforcement of any employment or other applicable laws. However, Employee and Company expressly acknowledge and agree that, to the extent permitted by applicable law, Employee’s Release covers any claim for compensatory damages asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the right to any such compensatory damages directly from the Released Parties.

 

E. To the extent Employee releases persons or entities that are not signatory to this Agreement, Employee acknowledges and agrees that Employee’s Release is made for each of their benefit and use.

 

F. Company and Employee acknowledge and agree that this Release does not cover (i) any claim that cannot lawfully be waived or released by Employee or (ii) any claim by Employee of a breach of this Agreement by Company.

 

G. By signing this Agreement, Employee agrees that the Severance Payment is sufficient to compensate Employee for any and all wages, compensation, or reimbursements that may allegedly be due, if any, including, but not limited to, claims for failure to pay minimum wages, straight time compensation, overtime compensation, double-time compensation, bonuses, tips or commissions, allowances, meal and rest period premiums, reporting time pay, sick pay, severance pay, final pay, paid leave benefits, vacation, holiday or paid time off, unauthorized deductions or garnishments, reimbursement of business expenses, regular rate claims, and interest, damages, and promises on any and all of the above, but agrees that the Released Parties have a good faith basis for believing those claims are invalid and there is a bona fide dispute as to such amounts being owed as well as that this Agreement provides additional consideration beyond such amounts that may allegedly be owing, and that Labor Code section 206.5 does not apply to, and cannot invalidate this Agreement. In so acknowledging and agreeing, Employee acknowledges that either (i) the Released Parties have already paid to Employee all compensation or payments due, including but not limited to any and all wages, minimum wages, straight time compensation, overtime compensation, double-time compensation, bonuses, tips or commissions, allowances, meal and rest period premiums, reporting time pay, sick pay, severance pay, final pay, paid leave benefits, vacation, holiday or paid time off; or (ii) Employee believes that Employee is owed some type of compensation or payments, which may include wages, minimum wages, straight time compensation, overtime compensation, double-time compensation, bonuses, tips or commissions, allowances, meal and rest period premiums, reporting time pay, sick pay, severance pay, final pay, paid leave benefits, vacation, holiday or paid time off (and any interest, penalties, or damages on any and all of the above), but acknowledges and agrees that any and all of the Released Parties dispute and have a good faith basis for believing those claims are invalid (a bona fide dispute exists), and as detailed in this Agreement, Employee accepts the Severance Payment as consideration for the release of any and all undisputed claims and as a compromise and release for any and all disputed claims. Employee acknowledges the Severance Payment constitutes ample consideration beyond any outstanding wages due, the sufficiency of which is hereby acknowledged, for the promises in this Agreement.

 

 

H. By signing below Employee acknowledges that Employee understands she is waiving and releasing any rights Employee may have under the ADEA, as amended by OWBPA, and that this waiver and release is knowing and voluntary. Employee’s signature means that Employee understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA following Employee’s execution of this Agreement, although it does extend to any claims related to Employee’s termination. Employee is also acknowledging that Employee’s understands that the consideration given for this waiver and release is in addition to anything of value to which Employee is already entitled. Finally, Employee is confirming that Employee acknowledges and understands that Employee has been advised by this writing that: (i) Employee should consult with an attorney prior to executing this Agreement; (ii) Employee has twenty-one (21) days from receipt of this Agreement within which to consider it, although Employee may choose to execute it earlier; (iii) Employee has seven (7) days following Employee’s execution of this Agreement to revoke this Agreement; (iv) this Agreement shall not be effective until after the revocation period has expired; and (v) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee acknowledges that Employee has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. If Employee revokes this Agreement, this entire Agreement will be null and void, and of no force or effect, and Employee will not receive the Severance Payment, or any portion thereof, or any other consideration pursuant to this Agreement.

 

5. Company Property. Employee represents and warrants that, unless otherwise authorized by the Company in writing, Employee has returned all physical and tangible Company property to the Company, and that Employee will not retain any copies. In this regard, Company and Employee understand and agree that the term “Company Property” will be given its broadest meaning and will include, without limitation, all Company equipment (including, without limitation, Company’s cell phone, laptop and software), Company’s keys and credit card, and all Company documents (including, without limitation, documents in electronic form, including but not limited to computer data and files).

 

 

6. Non-Disclosure of Confidential Information: Employee acknowledges that from time to time Employee may have been provided with the Company’s Trade Secrets and Confidential Information (as defined in the Employment Agreement). Employee further acknowledges Employee’s fiduciary obligations in respect thereof. Without limiting the scope of such fiduciary obligations, Employee agrees that, unless compelled to do so by applicable law, Employee will not, at any time or in any manner, directly or indirectly, use for Employee’s own benefit or the benefit of any other person or entity, or otherwise divulge, disclose, or communicate to any person or entity including, without limitation, the media or by way of the World Wide Web, any information concerning any Trade Secret or Confidential Information of the Company without the prior express written consent of the Company. Nothing in this Section or elsewhere in this Agreement precludes Employee from providing any such information voluntarily and in confidence to any regulatory, law enforcement or other government agency, including, without limitation, the federal Securities and Exchange Commission. Employee represents and warrants that Employee has returned all Trade Secrets and Confidential Information, as defined above, in Employee’s possession to the Company, and has not retained any copies.

 

Employee acknowledges and agrees that each of the restrictions contained in this Section is reasonable and necessary in order to protect the legitimate interests of the Company, and that a violation of any provision of this Section would cause irreparable harm to the Company, which could not be quantified or adequately compensated through monetary relief. Accordingly, in the event of any violation or threatened violation of this Section, the Company shall be authorized and entitled to obtain, from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation and any damages for breach of this Agreement which may be applicable. The aforesaid rights and remedies shall be independent, severable and cumulative and shall be in addition to any other rights or remedies to which the Company may be entitled under this Agreement or applicable law.

 

Employee acknowledges and agrees that the restrictions and representations in this Section are material terms of this Agreement and were a material inducement to the Company to agree to the consideration set forth in this Agreement. Employee further acknowledges and agrees that the restrictions and representations set forth in this Section are fair and reasonable and will not prevent Employee from earning a livelihood.

 

Employee and the Company acknowledge and agree that, if any of the restrictions set forth in this Section, either independently or in combination with any other provision of this Agreement, is held invalid for any reason, but would be valid if any of the words were deleted or their extent reduced or modified, then such restrictions shall apply with such modifications as may be necessary to make this Section enforceable. If incapable of reform, such provisions shall be severed from this Agreement, without affecting the enforceability of any other provision of this Agreement.

 

 

In the event Employee or any of the Releasing Parties is required by law or legal process to disclose any Confidential Information, Employee or any of the Releasing Parties shall provide prompt written notice of such (within five (5) business days) to the Company and cooperate with the Company and any other of the affected Released Parties so that legal protection for the Confidential Information may be sought, to the extent permitted by law. Notice to the Company shall be provided to Robert N. Weingarten, the Chairman of the Board of Directors of the Company, at [***] (with a copy, which shall not constitute notice, to David Sunkin of Sheppard Mullin Richter & Hampton LLP at dsunkin@sheppardmullin.com). In the event that such protection is not obtained, the Employee’s or Releasing Parties’ compliance with the non-disclosure provisions of this Agreement shall be waived only to the extent required to comply with such law or legal process, and the Employee or Releasing Parties’ will make their best efforts to ensure that confidential treatment will be accorded to any confidential information being disclosed.

 

However, notwithstanding Employee’s confidentiality obligations to the Released Parties under this Agreement and otherwise, Employee understands that as provided by the Federal Defend Trade Secrets Act, Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of confidential information or a trade secret made: (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Moreover, nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, retaliation or any other conduct that Employee has reason to believe is unlawful.

 

7. Confidentiality. Absent prior express written approval and permission of the Company (which approval and permission may be withheld for any reason), or unless required by legal process or applicable law, Employee will keep confidential and not directly or indirectly make public or reveal to any person or entity, including, without limitation, any representative of the media, or any current, former or future representative, agent, manager, employee, officer or director of the Company, or of any of the Company’s former, current or future parents, subsidiaries, divisions or affiliates, any information regarding the existence or terms of this Agreement, including, without limitation, the fact of this Agreement or the amount of payments Employee is receiving under it.

 

This Agreement does not preclude Employee from revealing the basic terms of Employee’s employment for the purposes of pursuing alternative employment. It also does not preclude Employee from disclosing factual information regarding any claim of harassment, discrimination, or retaliation based on a protected characteristic, or of retaliation for reporting harassment or discrimination based on a protected characteristic.

 

In addition, this confidentiality provision shall not prevent Employee from providing any such necessary information to Employee’s spouse, registered domestic partner, attorney, accountant, tax consultant or the duly designated taxing authorities of the United States or Employee’s state of residence, but, with the exception of the duly designated taxing authorities of the United States and Employee’s state of residence, Employee shall be responsible for disclosures by any of them that would breach this confidentiality provision if they were made by Employee, and any such disclosure by any of them will be treated as a breach of this confidentiality provision by Employee. Employee represents that, prior to executing this Agreement, Employee has maintained the confidentiality required by this Section.

 

 

This Agreement is not intended to restrict communications or actions that are protected by federal law, including discussing terms and conditions of employment with a union, the NLRB, or other current and former employees, or otherwise exercising protected rights (protected concerted activity) under the National Labor Relations Act (“NLRA”). Employee also understands and agrees that this Agreement and/or its terms and conditions may be disclosed in an action to enforce this Agreement, in the manner and to the extent necessary in order to enforce this Agreement. If Employee pursues such an action in court or another public forum Employee will, if required to provide a copy of this Agreement, do so under seal, to the extent permitted by applicable court rules, procedures and law.

 

8. Non-Disparagement. Employee shall act in good faith towards the Released Parties so as not to harm their businesses or reputations in any way, and agrees, to the maximum extent permitted by law, not to make, or induce or cause any other person or entity to make, negative statements or communications disparaging the Released Parties. Responding to legal process, required governmental testimony or filings, or making communications that cannot be prohibited pursuant to applicable federal, state, or local law will not violate the obligations of this Agreement. Further, nothing in this Agreement prevents Employee from (a) discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, or any other conduct Employee has reason to believe is unlawful; (b) engaging in protected concerted activity or exercising Employee’s rights under the NLRA, including by discussing the terms and conditions of Employee’s employment, filing a charge with the NLRB, or participating in an investigation or proceedings relating thereto; (c) providing truthful testimony or answers in response to any legal process, or during any judicial, quasi-judicial, or administrative proceedings, including but not limited to proceedings before the NLRB; or (d) reporting possible violations of federal or state law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation.

 

9. Non-Admission. Neither this Agreement, the fact that Company has offered this Agreement to Employee, the fact that Company has signed this Agreement, nor anything contained in this Agreement is to be considered or construed as an admission of any type by Company (or any of the Released Parties).

 

10. Tax Liability. No Party or attorney for any Party has made any representations or warranties regarding the taxability of the Severance Payment made herein. Employee agrees to assume all risks regarding the tax consequences of the Severance Payment. Employee further agrees to indemnify and hold harmless the Released Parties against any assessment of federal and state payroll, withholding, FICA, or other taxes or penalties, to Employee on the Severance Payment.

 

 

11. Circular 230 Disclaimer. Each Party to this Agreement (for purposes of this Section, the “Acknowledging Party”; and each party to this Agreement other than the Acknowledging Party, an “Other Party”) acknowledges and agrees that (a) no provision of this Agreement, and no written communication or disclosure between or among the Parties or their attorneys and other advisers, is or was intended to be, nor shall any such communication or disclosure constitute or be construed or be relied upon as, tax advice within the meaning of United States Treasury Department Circular 230 (31 CFR part 10, as amended); (b) the Acknowledging Party (i) has relied exclusively upon her or its own independent legal and tax advisers for advice (including tax advice) in connection with this Agreement, (ii) has not entered into this Agreement based upon the recommendation of any other party or any attorney or advisor to any other party, and (iii) is not entitled to rely upon any communication or disclosure by any attorney or adviser to any other party to avoid any tax penalty that may be imposed on the Acknowledging Party; and (c) no attorney or adviser to any other party has imposed any limitation that protects the confidentiality of any such attorney’s or adviser’s tax strategies (regardless of whether such limitation is legally binding) upon disclosure by the acknowledging party of the tax treatment or tax structure of any transaction, including any transaction contemplated by this Agreement.

 

12. Workplace Injuries. Employee represents and acknowledges that, other than claims already on file prior to the date Employee executes this Agreement, if any, Employee has not sustained any workplace injury of any kind during Employee’s employment with the Company, and Employee does not intend to file any claim or seek any benefits of any kind under workers’ compensation.

 

13. Severability Clause. The provisions of this Agreement are severable, and if any provision or term, or part of a provision or term, of this Agreement is declared or determined by any court to be illegal or invalid, the validity of the remaining parts, provisions or terms shall not be affected thereby, and said illegal or invalid part, provision or term shall not be deemed to be a part of this Agreement, but rather shall be severed, without affecting the enforceability of any other provision or term herein.

 

14. Miscellaneous.

 

A. Employee represents and warrants that Employee has not heretofore assigned or transferred, or purported to assign or transfer, and will not assign or transfer, to any person or entity, any claim or obligation herein released. Employee agrees to indemnify Company and any person or entity released by Employee in the Release, and hold them harmless from and against any claim or obligation including, without limitation, attorneys’ fees actually paid or incurred, arising out of any such transfer or assignment or purported or claimed transfer or assignment.

 

B. In executing this Agreement, Employee has not relied and is not relying on any representation with respect to the subject matter of this Agreement or any representation inducing the execution of this Agreement except such representations as are expressly set forth in this Agreement, and Employee acknowledges that Employee has relied on Employee’s own judgment in entering into this Agreement. This Agreement sets forth the entire agreement between Employee and Company and fully supersedes any and all prior agreements or understandings between them pertaining to the subject matter of this Agreement, whether written or oral. However, this Agreement does not alter, modify or impact the confidentiality provisions and the restrictive covenants set forth in any prior agreements between the Parties, nor does it affect Employee’s obligation to comply with those provisions and covenants. Rather, this Agreement supplements any existing Employee obligations in this regard. This Agreement may not be altered, modified, amended or changed, in whole or in part, except in a writing executed by Employee and Company.

 

 

C. Any failure by either Party on any occasion to enforce or require adherence to any term or condition of this Agreement shall not constitute a waiver of any such term or condition, and shall not prevent that Party from insisting on the strict adherence to and performance of such term or condition on any other or future occasion.

 

D. Employee and Company each agree to bear their own costs, expenses, attorneys’ fees and any other expenditures in connection with any and all of these matters, including, without limitation, the negotiation and preparation of this Agreement. Notwithstanding the foregoing, in the event that one Party to this Agreement institutes any legal action or other proceeding against the other Party to enforce the provisions of this Agreement or to declare rights and/or obligations under this Agreement, the successful Party shall be entitled to recover from the unsuccessful Party reasonable attorneys’ fees and costs incurred in connection with any such action.

 

E. This Agreement shall be construed as if each Party participated equally in its negotiation and drafting, and each Party agrees that any ambiguity contained in any provision of this Agreement shall not be construed against either Party to this Agreement by virtue of that Party’s role in the negotiation or drafting of this Agreement.

 

F. Employee acknowledges that (i) Employee hereby is being advised by Company to consult an attorney regarding the terms of this Agreement before executing it, (ii) Employee has consulted an attorney regarding the terms of this Agreement (or has voluntarily chosen not to consult an attorney regarding the terms of this Agreement) before executing it, (iii) Employee fully understands the terms of this Agreement including, without limitation, the significance and consequences of the Release in Section ‎4, above, (iv) Employee is executing this Agreement in exchange for consideration in addition to anything of value to which Employee already is entitled, and (v) Employee is fully satisfied with the terms of this Agreement and is executing this Agreement voluntarily, knowingly and willingly, and without any duress.

 

G. This Agreement shall be governed and construed in accordance with the laws of the State of Indiana.

 

H. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but such counterparts together shall constitute but one and the same instrument. This Agreement may be executed and sent by email or facsimile, which shall have the same force and effect as an original. The Parties agree where practicable to use DocuSign, or other authorized electronic signature technology, to expedite the execution of this Agreement, pursuant to California Civil Code section 1633.7 and any state equivalent.

 

 

PLEASE READ CAREFULLY

 

THIS AGREEMENT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS. THE UNDERSIGNED HAVE READ THE FOREGOING AGREEMENT, ACCEPT AND AGREE TO THE PROVISIONS CONTAINED HEREIN, AND HEREBY EXECUTE THIS AGREEMENT VOLUNTARILY AND WITH FULL UNDERSTANDING OF ITS CONSEQUENCES.

 

Company			Employee
GUARDION HEALTH SCIENCES, INC.			KATIE COX
By:	/s/ Mark Goldstone			/s/ Katie Cox
	Mark Goldstone			Katie Cox
	President and Chief Executive Officer
Dated:	12/23/2024		Dated:	12/23/2024

 

 

PLEASE DO NOT SIGN THE BELOW UNTIL AFTER EMPLOYEE’S EMPLOYMENT WITH THE COMPANY IS TERMINATED

 

THE FOLLOWING SECTION IS NOT TO BE COMPLETED UNTIL AFTER THE TERMINATION OF EMPLOYEE’S EMPLOYMENT. The parties have re-executed this Agreement on the date set forth opposite their signatures which appear below, and thereby again confirm that they have fully understood and agreed to the terms and provisions of this Agreement and intend to be bound hereby and do so voluntarily and of their own free will.

 

AGREED AND UNDERSTOOD:
Dated:			By:
				Katie Cox
			GUARDION HEALTH SCIENCES, INC.
Dated:			By:
				Mark Goldstone
				President and Chief Executive Officer

 

 

 

Exhibit 10.2

 

Certain personal information in this document has been redacted pursuant to Item 601(a)(6) of Regulation S-K. Redacted portions are indicated with the notation “[***]”.

 

CONSULTING AGREEMENT

 

This Consulting Agreement, effective as of January 1, 2025 (this “Agreement”), is by and between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), with an address at 2925 Richmond Ave., Suite 1200, Houston, Texas 77098, and Katie Cox (“Consultant”).

 

WITNESSETH:

 

WHEREAS, Consultant previously served as the Company’s Chief Accounting Officer (“CAO”) until December 31, 2024;

 

WHEREAS, the Company wishes to engage Consultant to provide certain consulting services;

 

WHEREAS, the Company and Consultant desire to memorialize (i) the definition of services to be provided by Consultant, (ii) the compensation to be paid by the Company for such services, and (iii) the other terms and conditions of the Company’s engagement of Consultant by entering into this Consulting Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

 

Section 1. Consultancy.

 

(a) The Company hereby engages Consultant to perform consulting services for the Company and Consultant hereby accepts such engagement, both upon the terms and conditions as set forth in this Agreement. Consultant hereby covenants and agrees that Consultant will use Consultant’s best efforts, skills and abilities faithfully to provide the Company with such consulting services and other services as may be reasonably requested by the Company’s Chief Executive Officer. The consulting services (the “Services”) to be performed by Consultant under this Agreement are to (1) provide certain administrative, accounting and financial reporting services, (2) prepare certain financial statements of the Company, and (3) provide such other services as may be assigned to Consultant by the Board of Directors from time to time, all of the foregoing in a manner consistent with the services Consultant provided the Company as CAO .

 

(b) Notwithstanding anything contained to the contrary in this Agreement, it is expressly understood and agreed by the Company that Consultant may engage in any other business or professional activities; provided, however, that (i) such activities do not interfere with the performance of Consultant’s duties under this Agreement, (ii) such activities will not result in a breach of any of Consultant’s obligations under this Agreement, including, but not limited to, the provisions of Section 4 of this Agreement, and (iii) such activities are not in competition with the Company.

 

 

(c) Notwithstanding anything contained to the contrary in this Agreement, it is expressly understood and agreed by the parties to this Agreement that the engagement of Consultant by the Company pursuant to this Agreement does not constitute Consultant being an employee, officer or agent of the Company, except to the extent as may hereafter be agreed upon by the parties for a particular purpose and evidenced in writing by the parties. In furtherance of such understanding and agreement, Consultant shall not have the authority to bind, obligate or commit the Company, nor shall Consultant enter into any negotiations, contract and/or agreement with any third party which shall in any way bind, obligate or commit the Company without the prior written consent of the Company’s Chief Executive Officer.

 

(d) Consultant is at all times to be deemed an independent contractor. Consultant is not an employee or agent of the Company for any purpose. Consultant shall pay its own taxes arising from receipt of the fees and other compensation pursuant to this Agreement. Consultant shall indemnify and hold the Company harmless from and against any claims, liabilities, judgments, penalties, interest, taxes, costs, expenses, settlements and fees (including reasonable attorneys’ fees) arising from its violation of the foregoing sentence.

 

Section 2. Term of Consultancy.

 

(a) Subject to earlier termination on the terms and conditions hereinafter provided, and further subject to certain provisions hereof which survive the term hereof, the term (the “Consultancy Term”) of this Agreement shall commence as of the effective date of this Agreement as first set forth above and continue until March 31, 2025, whereupon this Agreement shall expire.

 

(b) (i) Notwithstanding the provisions of paragraph 2(a), the Company may terminate Consultant’s retention by the Company “for cause” by delivering to Consultant, not less than five (5) days prior to the date on which the termination is to be effective, a written notice of termination for cause specifying the act, acts or failure to act that constitute the cause. For the purposes of this agreement, the term “for cause” shall mean:

 

(A) any act constituting gross negligence, willful misconduct, bad faith, fraud or embezzlement, in each case materially adversely affecting the financial, market, reputation, prospects or other interests of the Company;

 

(B) in the event of the conviction of Consultant of, or a plea of nolo contendere to, (1) any violent felony or misdemeanor resulting in a jail sentence, (2) any felony involving moral turpitude or (3) a criminal violation of federal or state securities laws;

 

(D) Consultant’s intentional and continual failure to substantially perform its duties with the Company pursuant to this Agreement, which failure has continued for a period of at least seven (7) days after a written notice of demand for substantial performance has been delivered to Consultant by the Company, which demand for performance must be made within ninety (90) days after the initial occurrence of the event or latest in a series of events which constitutes “Cause.”

 

 

(ii) In the event that this Agreement is terminated for cause, Consultant shall not be entitled to receive any further compensation under this Agreement, and any unvested options shall be terminated and no longer be exercisable.

 

(c) This Agreement shall terminate upon the death, extended absence (more than six (6) months) or permanent disability of Consultant.

 

Section 3. Consideration Payable to Consultant.

 

(a) In consideration for agreeing to perform the Services in accordance with this Agreement, the Company shall pay Consultant a monthly fee of $10,000.00.

 

(b) The Company shall reimburse Consultant for all reasonable and necessary expenses and other disbursements actually incurred by Consultant for, or on behalf of, the Company in the performance of Consultant’s duties under this Agreement, upon submission of appropriate written documentation therefor, payable in a manner consistent with the Company’s expense reimbursement policies.

 

Section 4. Confidential Information; Work Product.

 

(a) In the course of Consultant’s retention by the Company, Consultant will have access to and possession of valuable and important confidential or proprietary data or information of the Company and/or its affiliates and their operations. Consultant will not, during Consultant’s retention by the Company or at any time thereafter, divulge or communicate to any person, nor shall Consultant direct any employee, representative or agent of the Company or any of its affiliates to divulge or communicate to any person or entity (other than to a person or entity bound by confidentiality obligations similar to those contained in this Section 4 and other than as necessary in performing Consultant’s duties under this Agreement) or use, to the detriment of the Company, or any of the Company’s affiliates or for the benefit of any other person or entity, including, but not limited to, any competitor, supplier, licensor, licensee or customer of the Company, any of such confidential or proprietary data or information or make or remove any copies thereof, whether or not marked or otherwise identified as “confidential” or “secret.” Consultant shall take all reasonable precautions in handling the confidential or proprietary data or information within the Company to a strict need-to-know basis and shall comply with any and all security systems and measures adopted from time to time by the Company to protect the confidentiality of confidential or proprietary data or information.

 

 

(b) The term “confidential or proprietary data or information” as used in this Agreement shall mean information not generally available to the public, including, but not limited to, customer information, database information, personnel information, financial information, account lists or other account information, names, telephone numbers or addresses, supplier or vendor lists, trade secrets, patented or other proprietary information, forms, information regarding operations, systems, methods, processes, financing, services, know how, computer and any other processed or collated data, computer programs, pricing, marketing and advertising data; provided, however, confidential or proprietary information shall not include information that is (i) generally available to the public or becomes publicly known through no wrongful act of Consultant, (ii) independently developed by a third party and disclosed to Consultant through no wrongful act of Consultant or the other party, or (iii) is required to be disclosed by law. Notwithstanding anything to the contrary in the immediately preceding sentence, Consultant will not knowingly propagate the spread of information which is proprietary to either the Company or any stockholder of the Company.

 

Section 5. Enforcement.

 

It is the desire and intent of the parties to this Agreement that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, to the extent that a restriction contained in this Agreement is more restrictive than permitted by the laws of any jurisdiction where this Agreement may be subject to review and interpretation, the terms of such restriction, for the purpose only of the operation of such restriction in such jurisdiction, shall be the maximum restriction allowed by the laws of such jurisdiction and such restriction shall be deemed to have been revised accordingly in this Agreement.

 

Section 6. Representations, Warranties and Covenants of Consultant.

 

(a) Authority. Consultant hereby represents, warrants and covenants to the Company that Consultant has the capacity to enter into this Agreement, and the execution, delivery and performance of this Agreement and compliance with the provisions of this agreement by Consultant will not conflict with or result in any breach of any of the terms, conditions, covenants or provisions of, or constitute a default under, any note, mortgage, agreement, contract or instrument to which Consultant is a party or which Consultant may be bound or affected.

 

Section 7. Non-Disparagement.

 

The parties hereto mutually agree not to publish, communicate or disseminate any negative information as regards each other, or to make public any information regarding this Agreement to suppliers, vendors and other industry participants, or in any way to any other person, except that they may disclose its contents to their respective financial advisors, accountants and attorneys and as required by law or regulation. The parties hereto each agree that any breach of this Section 7 by a party will cause the other party substantial and irreparable damages that would not be quantifiable and, therefore, in the event of any such breach, in addition to other remedies that may be available, such other party shall have the right to seek specific performance and other injunctive and equitable relief. This Agreement and/or its terms and conditions may be disclosed in an action to enforce this Agreement, in the manner and to the extent necessary in order to enforce this Agreement. The Parties agree that, in connection with any such action, if required to provide a copy of this Agreement, they will do so under seal, to the extent permitted by applicable court rules, procedures and law.

 

 

Section 8. Representations, Warranties and Covenants of the Company.

 

The Company represents, warrants and covenants to Consultant that:

 

(a) The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, having the corporate power and authority to own or lease all of its properties and assets and to carry on its business as now being conducted, and possesses all licenses, franchises, rights and privileges material to the conduct of its business, taken as a whole; neither the character of the properties owned or leased by the Company nor the nature of its business as transacted by it requires the Company to be qualified in any other jurisdiction, except in those jurisdictions where the Company is so qualified or those jurisdictions where the failure to so qualify would not materially adversely affect the business, properties or operations of the Company, taken as a whole;

 

(b) The Company has the power to enter into this Agreement, and the execution, delivery, and performance of this Agreement by the Company has been duly authorized and, when executed and delivered, shall constitute the valid and binding obligation of the Company enforceable in accordance with its terms; the execution, delivery, and performance by the Company of its obligations under this Agreement will not constitute a violation of, conflict with, result in any breach of, or constitute a default under, or result in any claim or the creation of a lien or encumbrance on any of the properties or assets of the Company pursuant to, its organizational documents or any contract, license, indenture, mortgage, lease, or other instrument to which the Company is a party or by which the Company is bound or affected; and

 

Section 9. Miscellaneous.

 

(a) Notices. All requests, demands, notices and other communications required or otherwise given under this Agreement shall be sufficiently given if delivered by hand against written receipt therefor, or (i) forwarded by overnight courier requiring acknowledgment of receipt, or (ii) mailed by postage prepaid, registered or certified mail, return receipt requested, in either event, addressed as follows:

 

If to the Company, to:	Guardion Health Sciences, Inc.
	2925 Richmond Ave., Suite 1200
	Houston, Texas 77098
With a copy to:	Sheppard Mullin Richter & Hampton LLP
	1901 Avenue of the Stars, Suite 1600
	Los Angeles, California 90067
	Attention:	David I. Sunkin, Esq.
If to Consultant, to:	Katie Cox
	[***]

 

 

or, in the case of any of the parties hereto, at such other address as such party shall have furnished in writing, in accordance with this paragraph 9(a), to the other parties hereto. Each such request, demand, notice or other communication shall be deemed given (i) on the date of delivery by hand, (ii) on the first business day following the date of delivery to an overnight courier, or (iii) three (3) business days following mailing by registered or certified mail.

 

(b) Prior Agreements/Oral Modification. Except for certain compensation and benefits described and provided in the Employment Agreement dated September 21, 2023 and as amended on April 3, 2024, and General Release Agreement dated December 23, 2024, and certain continuing obligations under those agreements, this Agreement supersedes all other prior agreements and constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement. This Agreement may not be amended, modified in any manner or terminated orally or by course of conduct; and no amendment, modification, termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the parties against whom the same is sought to be enforced.

 

(c) Attorney’s Fees. In the event of any legal dispute between the parties to this Agreement, concerning this Agreement, each party shall be responsible for its attorney’s fees and costs, except as may be otherwise determined by a court of competent jurisdiction.

 

(d) Binding Agreement; Benefit. The provisions of this Agreement will be binding upon, and will inure to the benefit of, the respective heirs, legal representatives, successors and permitted assigns of the parties hereto.

 

(e) Governing Law. This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Indiana without regard to the conflict of laws provisions thereof. The parties agree that, in the event of any action or suit as to any matters of dispute between the parties, service of any process may be made upon the other party in the same manner as the giving of notices under paragraph 9(a) of this Agreement.

 

(g) Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company, and unless clearly inapplicable, all references herein to the Company shall be deemed to include any such successor. In addition, this Agreement shall be binding upon and inure to the benefit of Consultant and Consultant’s legal representatives and assigns; provided, however, that the obligations of Consultant under this Agreement may not be delegated or assigned without the prior written approval of the Company. The Company shall be entitled to assign or delegate all or any part of its rights or obligations hereunder (i) to any one or more Affiliates of the Company, (ii) in connection with the sale of all or any substantial portion of the assets of the Company or one or more affiliates of the Company or (iii) for collateral security purposes to any lender providing financing to the Company. No assignment shall relieve the assigning party of any of its obligations hereunder. “Affiliate” of the Company means any individual, corporation, partnership, joint venture, limited liability company, unincorporated organization, trust, association or other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an Affiliate, whether through the ownership of voting securities, by contract or otherwise. In the event of any consolidation or merger of the Company into or with any other entity, or the sale of all or substantially all of the assets of the Company to another corporation, person or entity during the Consultancy Term, the Company shall have the right, but not the obligation, to terminate this Agreement upon the closing of such transaction.

 

 

(h) Proper Construction. The language of all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against any of the parties. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. As used in this Agreement, the term “or” shall be deemed to include the term “and/or” and the singular or plural number shall be deemed to include the other whenever the context so indicates or requires.

 

(i) Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other party must be in writing and shall not operate or be construed as a waiver of any subsequent breach by such other party.

 

(j) Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(k) Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

(l) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement.

 

(m) Authorization. The signatories to this Agreement have been duly authorized to execute this Agreement on behalf of their respective companies.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

 

	GUARDION HEALTH SCIENCES, INC.
	By:	/s/ Mark Goldstone
	Name:	Mark Goldstone
	Title:	President and Chief Executive Officer
	CONSULTANT:
	By:	/s/ Katie Cox
		Katie Cox

 

 

 

Exhibit 99.1

 

 

Guardion Health Sciences Announces

Declaration of Cash Distribution

 

HOUSTON, TEXAS – December 23, 2024 (GLOBE NEWSWIRE) – Guardion Health Sciences, Inc. (“Guardion” or the “Company”) today announced that its Board of Directors declared a cash distribution (the “Distribution”) in an amount equal to $3.25 per share of common stock, par value $0.001 per share (the “Common Stock”), held by the Company’s stockholders of record on October 30, 2024, which was the effective date of the Company’s previously-announced legal dissolution. The Company expects to pay the Distribution on or before December 27, 2024.

 

As previously announced, Guardion closed its stock transfer books as of October 30, 2024 (the “Effective Date”), and record holders of shares of the Company’s 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 Company’s Plan of Liquidation and Dissolution approved by stockholders at the Company’s special meeting of stockholders held on May 31, 2024 and under the General Corporation Law of the State of Delaware (the “DGCL”).

 

After the Effective Date, Guardion has not engaged, and will not engage in any business activities except to the extent necessary to preserve the value of any remaining assets, complete the wind down of its business affairs and distribute its assets in accordance with the Plan. Under the DGCL, Guardion will be continued for the term of three years following the Effective Date, or for such longer period as the Delaware Court of Chancery directs, for the purposes of prosecuting and defending suits by or against it and of enabling it to gradually settle and close the business, to dispose of and convey its property, to discharge its liabilities and to distribute to stockholders any remaining assets.

 

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 the Company’s expectations, beliefs, plans or intentions regarding its business plans, financial condition, 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 amount and timing of cash distributions that may be made to stockholders.

 

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.

 

For more information about Guardion Health Sciences, Inc., Contact:

 

investors@guardionhealth.com

Phone: 1-800 873-5141 Ext 208

 

 

v3.24.4

Cover	Dec. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 23, 2024
Entity File Number	001-38861
Entity Registrant Name	GUARDION HEALTH SCIENCES, INC.
Entity Central Index Key	0001642375
Entity Tax Identification Number	47-4428421
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2925 Richmond Avenue
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	(800)
Local Phone Number	873-5141
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---