Item 8.01 Other Events.
As previously disclosed, on September 20, 2019, Guardion Health Sciences, Inc.,
a Delaware corporation (the "Company") received notice from the Listing
Qualifications staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq")
indicating that, based upon the closing bid price of the Company's common stock
(the "Common Stock") for the previous 30 consecutive business days, the Company
no longer satisfied the requirement to maintain a minimum bid price of $1.00 per
share, as required by Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). In
accordance with the Nasdaq Listing Rules, the Company was afforded 180 days, or
until March 18, 2020, to regain compliance with the Bid Price Rule by evidence
of a closing bid price of at least $1.00 per share for a minimum of 10
consecutive business days. Thereafter, the Company had been afforded a second
180-calendar day compliance period (which 180-day period was extended due to
circumstances related to COVID-19), or until November 30, 2020, to regain
compliance with the Bid Price Rule.
The Company was unable to regain compliance with the Bid Price Rule by November
30, 2020. Accordingly, on December 1, 2020, the Company received a letter from
the Staff notifying it that its Common Stock would be subject to delisting from
Nasdaq unless the Company timely appealed Nasdaq's determination to a Nasdaq
Listing Qualifications Panel (the "Panel"). The Company timely appealed Nasdaq's
determination to the Panel.
On January 26, 2021, the Company received written notification that the Panel
granted the Company an extension for continued listing through March 15, 2021.
If the Company does not regain compliance with the Bid Price Rule by March 15,
2021, the Company's Common Stock would be subject to delisting from Nasdaq.
If the Company's share price does not reach the minimum closing bid price of
$1.00 for 10 consecutive trading days as required to regain compliance with the
Bid Price Rule, the Company intends to effect a reverse stock split, which was
previously approved by the Company's shareholders, in order to regain compliance
on or before March 15, 2021. Under the Nasdaq Listing Rules, the Panel may
monitor the bid price for up to 20 trading days before makings its final
compliance determination.
On January 27, 2021, the Company issued a press release announcing the above. A
copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by
reference.
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