GUARDION HEALTH SCIENCES, INC. PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTGuardion Health Sciences, Inc. • February 23rd, 2022 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Roth Capital Partners, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 18, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), up to 1,850,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued to the Holder pursuant to that certain placement agency agreement, dated as of February 18, 2022 by and between the Company and the Holder and the other party thereto, as amended from time to tim
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2022 • Guardion Health Sciences, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 29, 2022, between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GUARDION HEALTH SCIENCES, inc.Guardion Health Sciences, Inc. • February 23rd, 2022 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant” and together with each other Pre-Funded Common Stock Purchase Warrant, the “Warrants”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2022 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2022, between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT A Form of Representative’s Warrant AgreementGuardion Health Sciences, Inc. • August 7th, 2019 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2020 [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE (as defined below) (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GUARDION HEALTH SCIENCES, INC., a Delaware corporation (the “Company”), up to ______1 shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENT Guardion Health Sciences, Inc.Placement Agency Agreement • February 23rd, 2022 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT GUARDION HEALTH SCIENCES, INC.Common Stock Purchase • October 8th, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered hold
GUARDION HEALTH SCIENCES, INC. [CLASS A][CLASS B] COMMON STOCK PURCHASE WARRANTGuardion Health Sciences, Inc. • February 23rd, 2022 • Pharmaceutical preparations
THIS [CLASS A][CLASS B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Wa
Guardion Health Sciences, Inc. and VStock Transfer, LLC, as Warrant Agent Warrant Agent Agreement Dated as of February 18, 2022 WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 23rd, 2022 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT, dated as of February 18, 2022 (“Agreement”), between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
GUARDION HEALTH SCIENCES, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIESGuardion Health Sciences, Inc. • September 18th, 2020 • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], among Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
22,800,000 SHARES OF COMMON STOCK, 1,700,000 PRE-FUNDED WARRANTS (EXERCISABLE FOR 1,700,000 SHARES) AND 24,500,000 SERIES B WARRANTS (EXERCISABLE FOR 24,500,000 SHARES) OF GUARDION HEALTH SCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
The undersigned, GUARDION HEALTH SCIENCES, INC., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of GUARDION HEALTH SCIENCES, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule 1 hereto for which MAXIM GROUP LLC (“Maxim”) and WALLACHBETH CAPITAL, LLC (“WallachBeth”) are acting as Representatives to the several Underwriters (in such capacity, the “Representatives” and each a “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriters) on the terms and condit
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2022 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2022, between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
The undersigned, Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with WallachBeth Capital, LLC (hereinafter the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 8th, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [________], 2019 (the “Issuance Date”) between Guardion Health Sciences, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
SHARES OF COMMON STOCK, _________ PRE-FUNDED WARRANTS (EXERCISABLE FOR _________ SHARES) AND _________ WARRANTS (EXERCISABLE FOR _________ SHARES) OF GUARDION HEALTH SCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
The undersigned, GUARDION HEALTH SCIENCES, INC., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of GUARDION HEALTH SCIENCES, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule 1 hereto for which MAXIM GROUP LLC (“Maxim”) and WALLACHBETH CAPITAL, LLC (“WallachBeth”) are acting as Representatives to the several Underwriters (in such capacity, the “Representatives” and each a “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriters) on the terms and condit
Guardion Health Sciences, Inc. Shares of Common Stock (par value $0.001 per share) Equity Distribution AgreementEquity Distribution Agreement • January 28th, 2022 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC and Roth Capital Partners, LLC (each an “Agent” and collectively, the “Agents”), as co-sales agents, shares of common stock, par value $0.001 per share (“Common Stock”), of the Company on terms set forth herein. The Shares (as defined below) consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company. This Agreement is entered into in connection with that certain engagement letter, dated January 10, 2022 between the Company and the Agents (the “Engagement Letter”).
Representative’s Warrant AgreementS Warrant Agreement • October 25th, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [MAXIM PARTNERS LLC][WALLACHBETH CAPITAL, LLC] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (as defined below) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to 5:00 p.m. (New York time) on [________], 2024 the date that is five (5) years following the Effective Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from GUARDION HEALTH SCIENCES, INC., a Delaware corporation (the “Company”), up to [________] ([___]) shares1 of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • May 30th, 2023 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”) is made by and between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and the individual identified on Exhibit A attached hereto (the “Employee”), effective as of the Effective Date (as defined in Exhibit A).
Guardion Health Sciences, Inc. and VStock Transfer, LLC, as Warrant Agent Warrant Agent Agreement Dated as of [_____], 2019 WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 25th, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT, dated as of [_____], 2019 (“Agreement”), between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GUARDION HEALTH SERVICES, INC.Pre-Funded Common Stock Purchase • October 31st, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guardion Health Services, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
GUARDION HEALTH SCIENCES, INC. PREFERRED STOCK PURCHASE AGREEMENT SERIES BPreferred Stock Purchase Agreement • March 23rd, 2017 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • California
This PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) effective as of January ____, 2017 (the “Effective Date”) is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (“SELLER”) and (“PURCHASER”).
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • October 5th, 2017 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • Delaware
This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “IP Assignment”), dated as of September 29, 2017, is made by and between VectorVision, Inc., an Ohio corporation, having a principal place of business at 1850 Livingston Road, Suite E, Greenville, Ohio 45331 and David W. Evans, a U.S. citizen, having a principal place of business at 4141 Jutland Drive, Suite 214, San Diego, CA 92117 on the one hand (“Assignors”) and Guardion Health Sciences, Inc., a Delaware corporation, having a principal place of business at 15150 Avenue of Science, Suite 200, San Diego California 92128 on the other hand (“Assignee”)
GUARDION HEALTH SCIENCES, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 7th, 2017 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • California
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2017 (the “Effective Date”), is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (“SELLER”), and each individual or entity named on the Schedule of Buyers attached hereto (each, a “PURCHASER” and all of such individuals or entities, the “PURCHASERS”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2023 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • Delaware
This Employment Agreement (this “Agreement”) is made by and between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and the individual identified on Exhibit A attached hereto (the “Employee”) effective as of the Effective Date (as defined in Exhibit A).
GUARDION HEALTH SCIENCES, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 30th, 2018 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • California
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November [__], 2018, is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (“SELLER”), and each individual or entity named on the Schedule of Buyers attached hereto (each, a “PURCHASER” and all of such individuals or entities, the “PURCHASERS”).
AMENDMENT TO EMPLOYMENT AGREEMENT AND TERMINATION OF RETENTION AGREEMENTEmployment Agreement • April 9th, 2024 • Guardion Health Sciences, Inc. • Pharmaceutical preparations
This Amendment to Employment Agreement (this “Amendment”), dated effective as of the last date of signature noted on the signature page, is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), Katie Cox (the “Employee” and together with the Company, collectively, the “Parties”).
June 1, 20232023 Bonus Agreement • June 5th, 2023 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • California
Guardion Health Sciences, Inc. (the “Company”) wishes to retain the benefits of your experience, expertise and assistance prior to a potential sale of the Viactiv® brand/Activ Nutritional, LLC entity, or “Change of Control”, as defined in the Guardion Health Sciences, Inc. 2018 Omnibus Equity Incentive Plan and to encourage you to actively support the process to obtain the maximum sales price of the Company or of the Viactiv product line. Accordingly, the Company is pleased to offer you this 2023 Bonus Agreement (the “Agreement”), which, when signed by you and returned to me, will provide you with financial incentives to maintain growth of the Company’s revenue and actively facilitate a successful transaction.
GUARDION HEALTH SCIENCES, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • California
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March [__], 2019, is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (“SELLER”), and each individual or entity named on the signature pages attached hereto (each, a “PURCHASER” and all of such individuals or entities, the “PURCHASERS”).
GUARDION HEALTH SCIENCES, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • January 5th, 2017 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • California
This RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) effective as of December 31, 2016 (the “Effective Date”) is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (“SELLER”) and Michael Favish Living Trust Dated Jan 31, 2007 (“PURCHASER”).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • June 16th, 2020 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • California
This Amendment to Consulting Agreement (this “Amendment”), dated as of June 4, 2020, is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and David W. Evans (“Consultant”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • February 11th, 2016 • Guardion Health Sciences, Inc. • Delaware
This Director and Officer Indemnification Agreement (the “Agreement”), dated as of September 17, 2015, is made by and between Guardion Health Sciences, Inc., a Delaware corporation, having an address at 15150 Avenue of Science, Suite 200, San Diego, California 92128 (the “Company”), and _________________ (the “Indemnitee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2024 • Guardion Health Sciences, Inc. • Pharmaceutical preparations
This Amendment to Employment Agreement (this “Amendment”), dated effective as of the last date of signature noted on the signature page, is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), Craig Sheehan (the “Employee” and together with the Company, collectively, the “Parties”).
LETTER OF INTENTLetter of Intent • March 2nd, 2017 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • California
This non-binding Letter of Intent (the “LOI”) is entered into as of March 1, 2017 (the “Effective Date”) between Guardion Health Sciences, Inc., a Delaware corporation (“Guardion”), and VectorVision, Inc., an Ohio corporation (“VectorVision”), each hereinafter referred to individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2020 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • Texas
This Employment Agreement (this “Agreement”) is made by and between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and the individual identified on Exhibit A attached hereto (the “Employee”), effective as of the Effective Date (as defined in Exhibit A).
ContractGuardion Health Sciences, Inc. • February 11th, 2016 • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
