Guardion Health Sciences Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 14, 2024, the Board of Directors (the “Board”) of Guardion Health Sciences, Inc. (the “Company”) approved Amendment No. 2 (the “Amendment”) to the Second Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately. The Amendment reduced the number of directors of the Company from a range of three to seven directors to a range of one to two directors. The exact number of directors within the range is set, from time to time, by the Board. On November 14, 2024, the Board fixed the number of directors at two.
Effective as of November 14, 2024, Michaela Griggs and Don Gagliano resigned from the Board of the Company, in recognition of the reduced number of directors of the Company pursuant to the Amendment. The resignations of each of Ms. Griggs and Mr. Gagliano was not the result of any disagreement between either Ms. Griggs or Mr. Gagliano and the Company, its management, the Board or any committee of the Board, or with respect to any matter relating to the Company’s operations, policies or practices. As there are no disagreements as contemplated by Item 5.02(a) of Form 8-K, the Company is disclosing this information pursuant to Item 5.02(b) of Form 8-K. The remaining members of the Board are Robert N. Weingarten and Mark Goldstone.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 5.02 related to the Amendment is incorporated herein by reference.
This description is only a summary of the changes made to the Bylaws pursuant to the Amendment and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 3.1 | Amendment No. 2 to Second Amended and Restated Bylaws. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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.
| Date: November 18, 2024 | GUARDION HEALTH SCIENCES, INC. | |
| (Registrant) | ||
| By: | /s/ Katie Cox | |
| Name: | Katie Cox | |
| Title: | Chief Accounting Officer | |