ISS recommends Guardion shareholders vote for the increase
HOUSTON, June 09, 2022 (GLOBE NEWSWIRE) — Guardion Health Sciences, Inc. (“Guardion” or the “Company”) (NASDAQ: GHSI) announced that independent proxy advisory firm ISS recommends that Guardion shareholders vote in favor of Proposal 3 and Proposal 4 at the Company’s next annual meeting of shareholders (the “Annual Meeting”) on June 16, 2022. Only shareholders of record on the record date of April 18, 2022 are eligible to attend and vote on proposals presented at the annual meeting. .
The Board of Directors recommends a vote »FOR” Proposition 3 and “FOR» Proposal 4.
IMPORTANT REMINDER FOR SHAREHOLDERS OF GUARDION HEALTH SCIENCES, INC.
Time is short – please vote your shares for the
Annual General Meeting of Shareholders of June 16, 2022
Your vote may affect the value of your investment in
and the future of Guardion Health Sciences, Inc.
KEY QUESTIONS ASKED BY OUR SHAREHOLDERS REGARDING PROPOSAL 3: AMENDMENT TO THE 2018 EQUITY INCENTIVE PLAN
| Question | Answer |
| What will happen to Guardion Health Sciences, Inc. if Proposal 3 (2018 Stock Incentive Plan Amendment) is not accepted? | Your vote”FOR” Proposal 3 at the annual meeting of shareholders on June 16, 2022 is of crucial importance. As of the record date, 837,989 common shares are available for issuance under the 2018 Stock Incentive Plan. Approval of the amendment to the 2018 Stock Incentive Plan will allow the Company to continue to use stock-based compensation to align the interests of shareholders and employees and to motivate employees who provide services to us or any subsidiary. As the Company continues to strengthen its management team, the Company believes it is essential to focus on equity compensation for new key employees to protect its cash flow while providing these employees with valuable incentives to help the Company to achieve its strategic initiatives.
If proposition 3 is approvedthe number of shares available for issuance under the 2018 Stock Incentive Plan would be sufficient for awards through approximately 2024, assuming the company continues to grant awards consistent with its historical usage and practices current. The board believes it is in your best interests to vote”FOR» Proposal 3 today. |
KEY QUESTIONS OUR SHAREHOLDERS ASK REGARDING PROPOSAL 4: REVERSE STOCK SPLIT
| Question | Answer |
| What will happen to Guardion Health Sciences, Inc. if Proposal 4 (stock split) is not accepted? | Your vote”FOR” Proposal 4 at the annual meeting of shareholders on June 16, 2022 is of crucial importance. Guardion Health Sciences, Inc. is at risk of delisting from the Nasdaq Capital Market after July 25, 2022. Such delisting would adversely impact the liquidity of the Company’s common stock. The Nasdaq requires a company to maintain a minimum bid price of $1.00 per share. The Company is seeking its shareholders’ approval to effect a reverse stock split to increase the price per share and bid price of the Company’s common stock to restore compliance with the minimum bid price requirement of 1.00 $ from the Nasdaq. In addition, a reverse stock split would potentially make the Company’s common stock more attractive to certain institutional investors, thereby creating a stronger investor base.
If proposition 4 is approvedwe intend to seek an additional 180 days to re-establish compliance, as we believe that having the continued discretion to implement a reverse stock split would increase the company’s chances of benefiting from a temporary exemption (not to exceed 180 days from July 25, 2022) from Nasdaq. This temporary relief will give the Company more time to execute on its business initiatives to generate greater shareholder value and hopefully increase the price of the Company’s common shares. The board believes it is in your best interests to vote”FOR» Proposition 4 today. |
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KEY QUESTIONS ASKED BY OUR SHAREHOLDERS REGARDING EACH OF THESE PROPOSALS |
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| Why is my vote so important? | Approval of Proposition 4 requires the support of at least a majority of the outstanding common stock. So while many Guardion Health Sciences, Inc. shareholders have supported Proposition 4 to date, we have not yet received enough votes to meet this high standard. That’s why your vote counts, no matter how many or how few common shares you own. |
| What happens if I don’t vote? | If you do not vote or abstain on Proposal 3 or Proposal 4, it may count as a vote AGAINST that Proposal. |
| Who can help me vote? | Our proxy solicitor, Kingsdale Advisors, can help you vote for your shares and any questions you may have – please see below for their contact details. |
| If I have already voted, can I change my vote? | Yes. You may revoke your previously submitted proxy and regain your right to vote at any time before your proxy is voted on at the annual meeting by submitting a proxy card or voting instruction form bearing a later date or by voting person at the annual meeting. Your most recent proxy card or internet proxy is the one that will be taken into account. Your vote is important, so take action today!
Our attorney at law, Kingsdale Advisors, can also assist you with this process – please see below for their contact details. |
| OUR PROXY ATTORNEY (KINGSDALE ADVISORS) IS READY TO HELP YOU WITH THIS IMPORTANT VOTE
If you have any questions about how to vote your shares, please contact our attorney, Strategic Shareholder Advisor and Proxy Solicitation Agent Toll-free phone in North America: |
This communication may be considered a solicitation document with respect to Proposition 3 and Proposition 4. On April 21, 2022, Guardion Health Sciences, Inc. filed a definitive proxy statement with the Securities and Exchange Commission (“Commission”) ) in connection with the 2022 General Meeting of Shareholders. SHAREHOLDERS ARE INSTRUCTED TO CAREFULLY AND COMPLETELY READ THE PROXY STATEMENT AND ANY OTHER SOLICITATION MATERIALS FILED WITH THE COMMISSION WHEN THEY BECOME AVAILABLE AS THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ON THE COMPANY AND THE PROPOSALS TO BE VOTED. The Company’s proxy statement and any other solicitation materials filed by the Company with the Commission may be obtained free of charge on the Commission’s website at www.sec.gov and in the relations with investors from the Company’s website at https://guardionhealth.com/sec-deposits/. Shareholders may also write to the Company at the following address to request copies of these documents: Guardion Health Sciences, Inc., 2925 Richmond Avenue, Suite 1200, Houston, Texas 77098. The Company, its directors and certain of its officers will be participants in the solicitation of proxies from shareholders with respect to the annual meeting. The Company has also engaged Kingsdale Advisors to assist in the solicitation of proxies. Detailed information concerning the identity of the participants, and their respective interests in the Company by holding securities or otherwise, are presented in the definitive proxy statement for the General Meeting. The content of the websites referenced above is not deemed to be incorporated by reference into the proxy statement.
Disclaimer of Forward-Looking Statements
Except for historical information contained in this press release, 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. Statements preceded, followed by or which otherwise include the words “believe”, “expect”, “anticipate”, “intend”, “project”, “estimate”, “plan” and similar expressions or future or conditional verbs such as “will”, “should”, “would”, “might”, and “might” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing . These statements involve unknown risks and uncertainties that may individually or materially affect the matters discussed herein for a variety of reasons beyond the Company’s control, including, but not limited to, the Company’s ability to raise sufficient funding to implement its business plan. , the impact of the COVID-19 pandemic on the Company’s business, operations and economy generally, and the Company’s ability to successfully develop and commercialize its proprietary products and technologies. 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 on 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.
Contact with Investor Relations:
COREIR
Scott Arnold
516-222-2560
scott@coreir.com