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On: Monday, 8/12/19, at 4:46pm ET · Accession #: 1493152-19-12081 · File #: 333-233067 Text Wildcards: ?(any letter/digit) , * (many) . Search Logic: & (and ) , | (or) ; for Text: | (anywhere ) , "(&)" (near) . Details... Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 33K
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2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 87K
3: EX-4.5 Instrument Defining the Rights of Security Holders HTML 71K
‘S-1/A’ — Pre-Effective Amendment to Registration Statement (General Form)
This is an HTML Document rendered as filed. [ Alternative Formats ]
As filed with the
Securities and Exchange Commission on August 12, 2019 .
Registration Statement
No. 333-233067
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
FORM S-1
REGISTRATION STATEMENT UNDER
GUARDION HEALTH
SCIENCES, INC. (Exact name of Registrant as specified in its charter)
Delaware 2834 47-4428421
(State
or other jurisdiction of incorporation or organization) (Primary
Standard Industrial Classification Code Number) (I.R.S.
Employer Identification No.)
15150
Avenue of Science, Suite 200
San
Diego , California 92128
Telephone:
858 -605-9055
Telecopier:
(858 ) 630-5543
(Address
and telephone number of principal executive offices)
Michael
Favish, Chief Executive Officer
15150
Avenue of Science, Suite 200
San
Diego , California 92128
Telephone:
858 -605-9055
Telecopier:
(858 ) 630-5543
(Name,
address and telephone number of agent for service)
Copies
to:
David
I. Sunkin, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
333
South Hope Street, 43rd Floor
Los
Angeles , CA 90071
(213)
620-1780
Leslie
Marlow, Esq.
Hank
Gracin, Esq.
Patrick
J. Egan, Esq.
Gracin
& Marlow, LLP
The
Chrysler Building
405
Lexington Avenue, 26th Floor
New
York , NY 10174
(212)
907-6457
C:
EXPLANATORY
NOTE
Guardion Health Sciences,
Inc. (the “Registrant” ) is filing this Amendment No. 2 (the “Amendment” ) to its Registration Statement
on Form S-1 (Registration Statement No. 333-233067 ) (the “Registration Statement” ) to file Exhibits 4.3 and
4.5 . Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration
Statement, the signature page, and Exhibits 4.3 and 4.5. The remainder of the Registration Statement is unchanged and therefore
has not been included in this Amendment.
C:
ITEM
16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit
No. Description
1.1+ Form of Underwriting Agreement
2.1 Asset
Purchase and Reorganization Agreement dated as of September 29, 2017 (filed on Form 8-K on October 5, 2017)
3.1 Articles
of Organization of P4L Health Sciences, LLC and restatement changing name to Guardion Health Sciences, LLC filed in California
(filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016)
3.2 Articles
of Conversion; Delaware and California (filed with the Registration Statement on Form S-1 filed with the SEC on February 11,
2016)
3.3 Certificate
of Incorporation in Delaware and amendment thereto (filed with the Registration Statement on Form S-1 filed with the SEC on
February 11, 2016)
3.4 Certificate
of Amendment to Certificate of Incorporation filed and effective with the Delaware Secretary of State on January 30, 2019
(filed on Form 8-K on February 1, 2019)
3.5 Bylaws
(filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016)
4.1 November
30, 2015 Warrant Agreement (filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016)
4.2+ Form of Pre-Funded Warrant
4.3 * Form of Warrant
4.4+ Form of Underwriters’ Warrant
4.5* Form of Warrant Agent Agreement
5.1+ Opinion of Sheppard, Mullin, Richter & Hampton, LLP
10.1 Lease
for 15150 Avenue of the Sciences, Suite 200, San Diego California and amendments thereto (filed with the Registration Statement
on Form S-1 filed with the SEC on February 11, 2016)
10.2 Form
of Restricted Unit Purchase Agreement from Round 3 Funding in 2013 (filed with the Registration Statement on Form S-1 filed
with the SEC on February 11, 2016)
10.3 Form
of Bridge Loan from September 30, 2015 - January 25, 2016 (filed with the Registration Statement on Form S-1 filed with the
SEC on February 11, 2016)
10.4 Form
of Indemnification Agreement (filed with the Registration Statement on Form S-1 filed with the SEC on February 11, 2016)
10.5 Intellectual
Property Assignment Agreement with David W. Evans and VectorVision, Inc. dated as of September 29, 2017 (filed on Form 8-K
on October 5, 2017)
10.6 Consulting
Agreement with David W. Evans dated as of September 29, 2017 (filed on Form 8-K on October 5, 2017)
10.7 Intellectual
Property Purchase Agreement with David W. Evans dated as of September 29, 2017 (filed on Form 8-K on October 5, 2017)
10.8 Stock
Purchase Agreement dated as of November 3, 2017 (filed on Form 8-K on November 7, 2017)
10.9 Form
of November 2018 Stock Purchase Agreement (filed on Form 8-K on November 30, 2018)
10.10 Guardion
Health Sciences, Inc. 2018 Equity Incentive Plan (filed with the Registration Statement on Form S-1/A with the SEC on January
7, 2019)
10.11 Employment
Agreement between Guardion Health Sciences, Inc. and Michael Favish (filed on Form 8-K on December 27, 2018)
23.1+
Consent of Weinberg & Company, P.A., independent registered public accounting firm for Guardion Health Sciences, Inc.
23.2+
Consent of Sheppard, Mullin, Richter & Hampton LLP (included as Exhibit 5.1)
24.1+ Power of Attorney (included on signature page of this Registration Statement)
*
filed herewith .
+
previously filed .
C:
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized on the 12th day of August 2019.
GUARDION
HEALTH SCIENCES, INC.
By: /s/
Michael Favish
Name: Michael
Favish
Title: Chief
Executive Officer
WITNESS
our hands and common seal on the dates set forth below.
Pursuant
to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/
Michael Favish CEO,
President and Chairman of the Board August
12, 2019
Michael
Favish (Principal
Executive Officer)
/s/
John Townsend Chief
Accounting Officer and Controller August
12, 2019
John
Townsend (Principal
Accounting and Financial Officer)
* Director August
12, 2019
Robert
N. Weingarten
* Director August
12, 2019
Mark
Goldstone
* Director August
12, 2019
David
W. Evans
* Director August
12, 2019
Donald
A. Gagliano
*
By: /s/
Vincent J. Roth
Vincent
J. Roth, Attorney-in-fact
C:
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