Guardion Health Sciences, Inc.: M&A transaction — Guardion completes Viactiv sale for $17.2M, stockholders approve dissolution

Guardion Health Sciences, Inc.

Sold Activ Nutritional (Viactiv brand) to Doctor's Best for $17.2M gross, net $16.25M cash; $225K held in escrow.
Stockholders approved voluntary dissolution and liquidation at special meeting: 671,400 for, 41,778 against.
Board of Directors determined dissolution is in best interests after completion of Viactiv sale; minimal operations remain.
Pro forma shows post-sale cash ~$21.9M; ongoing revenue only from ocular products ($81K in Q1 2024).
Company intends to liquidate and dissolve pursuant to Plan of Dissolution, subject to possible abandonment.

item 1.01 item 2.01 item 5.07 item 8.01 item 9.01 item 10.1

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Guardion Health Sciences, Inc. completed a disposition involving Doctor's Best Inc. for $17,200,000 (closed 2024-05-31).

Action: disposition
Counterparty: Doctor's Best Inc.
Consideration: $17,200,000
Closing: 2024-05-31

Exact text from the filing

“Purchase Agreement”), pursuant to which Doctor’s Best acquired all of the outstanding equity interests of Activ from Viactiv for aggregate cash consideration to the Company of $17,200,000, of which $225,000 remains in a third-party escrow account pursuant to the terms of the Purchase Agreement. Doctor’s Best is a wholly-owned subsidiary of Kingdomway USA Corp., the

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Source: SEC EDGAR

accession 0001493152-24-022933

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