false
0001642375
0001642375
2024-07-10
2024-07-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 10, 2024
GUARDION
HEALTH SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38861 |
|
47-4428421 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2925
Richmond Avenue, Suite 1200
Houston,
Texas 77098
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (800) 873-5141
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
GHSI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Departure
of Craig Sheehan
On
July 10, 2024 (the “Separation Date”), Guardion Health Sciences, Inc. (the “Company”) entered into a Separation
Agreement and General Release (the “Separation Agreement”) with Craig Sheehan, its Chief Commercial Officer, whereby the
Company and Mr. Sheehan mutually agreed to terminate Mr. Sheehan’s employment with the Company as of the Separation Date. Pursuant
to the terms and conditions of the Separation Agreement, the Company will make a separation payment to Mr. Sheehan in the total gross
amount of approximately $148,000, less applicable withholdings and deductions. As previously disclosed and in connection with his termination
of employment, Mr. Sheehan is also entitled to a retention bonus of $35,000 pursuant to the terms of his employment agreement, which
will also be paid pursuant to the terms and conditions of the Separation Agreement. The foregoing
description of the Separation Agreement is qualified in its entirety by reference to the full text of such Separation Agreement which
is attached hereto as Exhibit 10.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
|
GUARDION
HEALTH SCIENCES, INC. |
Date:
July 15, 2024 |
|
|
|
By: |
/s/
Jan Hall |
|
Name: |
Jan
Hall |
|
Title: |
President
and Chief Executive Officer |
Exhibit 10.1
SEPARATION
AGREEMENT
This
Separation Agreement and General Release (the “Agreement”) is made by and between Guardion Health Sciences, Inc. (the
“Company”) and Craig Sheehan (the “Employee”). In consideration for the execution of this Agreement,
and the performance of the terms and conditions set forth herein, Company and Employee (each a “Party” and collectively the
“Parties”) agree as follows:
RECITALS
WHEREAS,
Employee was employed by the Company pursuant to that certain employment agreement, effective June 1, 2021, as amended on April 3, 2024
(the “Employment Agreement”), pursuant to which Employee was employed to manage the Company’s Viactiv® brand
and business;
WHEREAS,
the Company entered into that certain Equity Purchase Agreement with Doctor’s Best Inc., a Delaware corporation (“Doctor’s
Best”), dated January 30, 2024, pursuant to which the Company agreed to sell of all of the outstanding equity interests of Activ
Nutritional, LLC, a Delaware limited liability company, which owns the Viactiv® brand and business and is the wholly-owned subsidiary
of Viactiv Nutritionals, Inc, a Delaware corporation, which is a wholly-owned subsidiary of the Company (the “Transaction”).
WHEREAS,
the Transaction closed on May 31, 2024.
WHEREAS,
the Parties agree that Employee’s employment with the Company shall terminate on July 10, 2024 (the “Separation Date”).
NOW
THEREFORE, in consideration of the foregoing, and of the mutual covenants and conditions herein contained, the Parties agree as follows:
1.
Termination of Employment. The Parties mutually agree that Employee’s employment with the Company shall end on the Separation
Date and that Employee hereby resigns from any and all officer, director, manager, and other governing positions, however titled, held
at the Company and any of its subsidiaries as of the Separation Date, and agrees to execute any documentation requested by the Company
to effectuate such resignations. As of the Separation Date, except as provided herein per Section 2, the Company will have paid
Executive all wages, compensation, bonuses, and any accrued and unused vacation or paid time off owed to Employee for services performed
through the Separation Date.
2.
Separation Payment.
A.
Employee understands and agrees that the consideration and other promises and payments under this Section 2 are contingent on,
and in exchange for, Employee’s execution and non-revocation of this Agreement and Employee’s compliance with the terms of
this Agreement and Section 7 of the Employment Agreement (collectively, the “Employee’s Obligations”). Employee
understands and agrees that Employee will not be entitled to, and the Company will not be obligated to pay the consideration or perform
the other promises specified in this Section 2, unless Employee satisfies Employee’s Obligations. Employee further understands
and agrees that in the event (i) Employee breaches the provisions of this Agreement, (ii) within ninety (90) days following the Change
in Control, Employee becomes engaged or retained, as an employee, consultant, independent contractor, or otherwise, on a full-time basis,
by the acquirer or an affiliate of the acquiror following the Change in Control, or (iii) the Company becomes aware of actions by Employee
that would be or have been grounds for termination for Cause (as defined in the Employment Agreement), the Company shall be entitled
to: (x) immediately cease any and all remaining payments under this Agreement; (y) immediate repayment of any amounts paid to Employee
under this Section 2, plus, if Employee fails to timely repay the Company such severance, any fees and expenses incurred by the
Company to collect such repayment, unless prohibited by applicable law, and with the exception that Employee may retain $1,000, which
shall serve as sufficient consideration for the releases and waivers contained herein, which shall remain fully enforceable in their
entirety; and/or (z) any and all available remedies under applicable law.
-1- |
Employee Initials _____ |
B.
In exchange for Employee’s adherence to the terms and conditions of this Agreement and the Release detailed below, the Company
will pay Employe, pursuant to Section 5(c)(iv) of the Employment Agreement, as amended, a retention bonus of $35,000, less applicable
withholdings and deductions, and make a separation payment to Employee in the total gross amount of $148,302.33 (which for clarity includes
six months of salary continuation and the aggregate premiums for six months of continuation of group health benefits), less applicable
withholdings and deductions (collectively, the “Separation Payment”). The Parties hereby agree, and Employee expressly
acknowledges, that Company will make the Separation Payment in a lump sum by direct deposit on the applicable Company’s regular
payday, following: (i) Company’s receipt of an original Agreement duly executed by Employee, (ii) Employee’s return of all
Company property to Company in accordance with Section 5, below, (iii) the expiration of the revocation period specified in Section 4H,
below, without revocation of the Agreement by Employee; and (iv) Employee’s submission of all applicable Internal Revenue Service
(“IRS”) Forms to Company. There will be appropriate tax withholdings from this Separation Payment, and this Separation
Payment will be reported on an IRS W-2 Form issued to Employee. Should Employee prefer another method of receiving the Separation Payment,
other than direct deposit, Employee shall notify Company in writing of Employee’s election. Employee and any of his eligible dependent
shall be eligible to continue, at Employee’s sole cost, participation, in the Company’s health insurance pursuant to the
Consolidated Omnibus Budget Reconciliation Act.
3.
Business Related Expenses. Employee has submitted any receipts to Company for any and all business-related expenses. By signing
this Agreement, Employee acknowledges and agrees that there are no outstanding and/or unpaid business related expenses.
4.
General Release by Employee. This Section shall be referred to herein as the “Release.” For and in consideration of
the Separation Payment described in Section 2 above, and the other terms and conditions described in this Agreement:
A.
Except for the obligations undertaken in this Agreement, in consideration for all of the foregoing, which Employee acknowledges is consideration
in addition to that to which Employee is otherwise entitled, Employee hereby releases and discharges forever Company and all of its past,
present and future agents, employees, servants, officers, directors, partners, trustees, representatives, shareholders, stockholders,
members, managing agents, owners (both direct and indirect), attorneys, parents, subsidiaries, equity sponsors, related corporations,
their parents, subsidiaries, and affiliates, divisions, joint venturers, assigns, predecessors, successors, service providers, temporary
staffing agencies, insurers, consultants, subcontractors, joint employers, potential and alleged joint employers, potential and alleged
dual employers, potential and alleged common law employers, affiliates, employee benefit plans and fiduciaries thereof, affiliated organizations,
any person and/or entity with alleged joint liability, and all persons and/or entities acting under, by, through or in concert with any
of them (hereinafter referred to collectively as the “Released Parties”), and each and all of them, from any and all
claims, liabilities, causes of action, charges, complaints, obligations, costs, losses, damages, injuries, attorneys’ fees, and
other legal responsibilities, of any form whatsoever, whether known or unknown, unforeseen, unanticipated, unsuspected, or latent, which
Employee or Employee’s heirs, administrators, executors, successors in interest, and/or assigns (the “Releasing Parties”)
have incurred or expect to incur, or now own or hold, or have at any time heretofore owned or held, or may at any time own, hold, or
claim to hold by reason of any matter or thing arising from any cause whatsoever prior to the date of Employee’s execution of this
Agreement.
-2- |
Employee Initials _____ |
B.
Employee represents and acknowledges that the consideration contained in this Agreement shall constitute the entire consideration provided
to Employee and Employee will not seek any further compensation for any claim, damage, cost, or attorney’s fees in connection with
the matters encompassed in the Release and/or Agreement. Employee represents and acknowledges that the consideration contained in this
Agreement constitutes a full satisfaction and accord of any claims Employee has or may have against any of the Released Parties.
Without
limiting the generality of the foregoing, and by way of example only, Employee fully releases and discharges each and all of the Released
Parties from any and all claims, disputes, rights, and causes of action that have been or could be alleged against any of said Released
Parties in connection with Employee’s employment with Company, or the termination thereof; and in connection with any and all matters
pertaining to Employee’s employment by any of the Released Parties, including, but not limited to, any and all compensation, salaries,
wages, meal and rest period premiums, bonuses, commissions, overtime, monies, pay, allowances, expenses, benefits, sick pay, severance
pay, retention pay, or benefits, paid leave benefits, vacation, penalties, interest, damages, and promises on any and all of the above.
Without
limiting the scope of this Release in any way, Employee also certifies that this Release constitutes a knowing and voluntary waiver of
any and all rights or claims that exist or that Employee has or may claim to have under the Federal Age Discrimination in Employment
Act (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (“OWBPA”), which is
set forth at 29 U.S.C. § § 621, et seq. This Release does not govern any rights or claims that may arise under the ADEA
after the date this Release is signed by Employee.
This
Release extends to any and all claims including, but not limited to, any alleged (i) violation of the National Labor Relations Act, Title
VII of the Civil Rights Act, the Americans With Disabilities Act of 1990, the ADEA, as amended by the OWBPA, the Fair Labor Standards
Act, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey State Wage and Hour
Law, the New Jersey Family Leave Act, the New Jersey Earned Sick Leave Law, the New Jersey Civil Rights Act, the New Jersey Equal Pay
Act, the New Jersey Worker and Community Right to Know Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation
Act of 1985, the Employee Retirement Income Security Act (excluding vested benefits), the Family and Medical Leave Act, the Worker Adjustment
and Retraining Notification Act, and any state law equivalent; (ii) harassment and/or discrimination on the basis of age, race, color,
ancestry, national origin, caste, citizenship, religious creed, sex (which includes pregnancy, childbirth, breastfeeding and medical
conditions related to pregnancy, childbirth or breastfeeding), marital status, domestic partnership status, sexual orientation, gender,
gender identity or gender expression, veteran status, military status, political affiliation, family care or medical leave status or
the denial of family and medical care leave, physical or mental disability, medical condition (including cancer and genetic characteristics),
genetic information or any other basis protected by applicable federal, state and/or local laws, regulations, rules, ordinances and/or
orders; (iii) any whistleblower or retaliation claims on the basis of any protected activity or other protected basis; (iv) breach of
any express or implied promise, contract or agreement (express or implied), or breach of the implied covenant of good faith and fair
dealing; (v) any tort or common law claims, including wrongful discharge, intentional or negligent infliction of emotional distress,
negligence, fraud, misrepresentation, defamation, libel, slander, interference with prospective economic advantage, or other tort or
common law actions; (vi) claims for misclassification, wage and hour, or other claims related to hours, conditions, or compensation related
to work, or failure to pay wages due or other monies owed; and (vii) any other violation of local, state, or federal law, constitution,
statute, regulation or ordinance, public policy, contract, or tort or common law claim, whether for legal or equitable relief, having
any bearing whatsoever on the terms and conditions of employment, or association or working relationship, with any of the Released Parties,
including but not limited to any allegations for penalties, interest, costs and fees, including attorneys’ fees, incurred in any
of these matters, which Employee ever had, now has, or may have as of the date of this release. All such claims, liabilities or causes
of action (including, without limitation, claims for related attorneys’ fees and costs) are forever barred by this Agreement regardless
of the forum in which they may be brought. The Parties acknowledge and agree that the Release shall be interpreted to be as broad as
allowed under applicable law.
-3- |
Employee Initials _____ |
To
the maximum extent permitted by law, Employee waives any right or ability to be a class, collective action or PAGA representative, or
to otherwise knowingly and voluntarily participate in any putative or certified class, collective, representative, or multi-party action
or proceedings in which any of the Released Parties is a party.
C.
It is a condition hereof, and it is Employee’s intention in the execution of the Agreement and the Release herein, that the same
shall be effective as a bar to each and every claim hereinabove specified, including both known and unknown claims. Employee acknowledges
and is aware that Employee may hereafter discover facts in addition to or different from those that are known or believed by Employee
to be true with respect to the subject matter of this Agreement, but it is Employee’s intention to fully, finally and forever release
all released matters, disputes and differences, known or unknown, suspected or unsuspected, which do now exist, may exist or have existed.
In furtherance of this intention, Employee hereby expressly waives any and all rights and benefits conferred upon him by Section 1542
of the California Civil Code, or the equivalent in any other jurisdiction, which provides as follows:
A
general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor
at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the
debtor or released party.
D.
Employee and Company acknowledge and agree that this Release (and/or the Agreement) is not intended to preclude Employee from filing
a charge and/or complaint with any government agency, pursuing a complaint with any government agency, or participating in any investigation
or proceeding conducted by any government agency, including but not limited to, the Equal Employment Opportunity Commission (“EEOC”),
the New Jersey Division on Human Rights (“NJDHR”), the Occupational Health and Safety Administration (“OSHA”),
the National Labor Relations Board (“NLRB”), the Securities and Exchange Commission (“SEC”), or
any other federal, state or local agency charged with the enforcement of any employment or other applicable laws. However, Employee and
Company expressly acknowledge and agree that, to the extent permitted by applicable law, Employee’s Release covers any claim for
compensatory damages asserted on Employee’s behalf by any other person or entity, including, without limitation, any government
agency, and Employee expressly waives the right to any such compensatory damages directly from the Released Parties.
E.
To the extent Employee releases persons or entities not signatory to this Agreement, Employee acknowledges and agrees that Employee’s
Release is made for each of their benefit and use.
F.
Company and Employee acknowledge and agree that the Release does not cover (i) any claim that cannot lawfully be waived or released by
Employee or (ii) any claim by Employee of a breach of this Agreement by Company.
G.
By signing this Agreement, Employee agrees that the Separation Payment is sufficient to compensate Employee for any and all wages, compensation,
or reimbursements that may allegedly be due, if any, including, but not limited to, claims for failure to pay minimum wages, straight
time compensation, overtime compensation, double-time compensation, bonuses, tips or commissions, allowances, meal and rest period premiums,
reporting time pay, sick pay, severance pay, final pay, paid leave benefits, vacation, holiday or paid time off, unauthorized deductions
or garnishments, reimbursement of business expenses, regular rate claims, and interest, damages, and promises on any and all of the above,
but agrees that the Released Parties have a good faith basis for believing those claims are invalid and there is a bona fide dispute
as to such amounts being owed as well as that this Agreement provides additional consideration beyond such amounts that may allegedly
be owing, and that any law precluding the release of claims to owed wages does not apply to, and cannot invalidate this Agreement. In
so acknowledging and agreeing, Employee acknowledges that either (i) the Released Parties have already paid to Employee all compensation
or payments due, including but not limited to any and all wages, minimum wages, straight time compensation, overtime compensation, double-time
compensation, bonuses, tips or commissions, allowances, meal and rest period premiums, reporting time pay, sick pay, severance pay, final
pay, paid leave benefits, vacation, holiday or paid time off; or (ii) Employee believes that Employee is owed some type of compensation
or payments, which may include wages, minimum wages, straight time compensation, overtime compensation, double-time compensation, bonuses,
tips or commissions, allowances, meal and rest period premiums, reporting time pay, sick pay, severance pay, final pay, paid leave benefits,
vacation, holiday or paid time off (and any interest, penalties, or damages on any and all of the above), but acknowledges and agrees
that any and all of the Released Parties dispute and have a good faith basis for believing those claims are invalid (a bona fide dispute
exists), and as detailed in this Agreement, Employee accepts the Separation Payment as consideration for the release of any and all undisputed
claims and as a compromise and release for any and all disputed claims. Employee acknowledges the Separation Payment constitutes ample
consideration beyond the outstanding wages due, the sufficiency of which is hereby acknowledged, for the promises in this Agreement.
-4- |
Employee Initials _____ |
H.
By signing below Employee acknowledges that Employee understands that Employee is waiving and releasing any rights Employee may have
under the ADEA, as amended by OWBPA and that this waiver and release is knowing and voluntary. Employee’s signature means that
Employee understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA following
Employee’s execution of this Agreement, although it does extend to any claims related to Employee’s termination. Employee
is also acknowledging that Employee’s understands that the consideration given for this waiver and release is in addition to anything
of value to which Employee is already entitled. Finally, Employee is confirming that Employee acknowledges and understands that Employee
has been advised by this writing that: (i) Employee should consult with an attorney prior to executing this Agreement; (ii) Employee
has forty-five (45) days from receipt of this Agreement within which to consider it, although Employee may choose to execute it earlier;
(iii) Employee has seven (7) days following Employee’s execution of this Agreement to revoke the Agreement; (iv) this Agreement
shall not be effective until after the revocation period has expired; and (v) nothing in this Agreement prevents or precludes Employee
from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement
and returns it to the Company in less than the 45-day period identified above, Employee acknowledges that Employee has freely and voluntarily
chosen to waive the time period allotted for considering this Agreement. If Employee revokes this Agreement, this entire Agreement will
be null and void, and of no force or effect, and Employee will not receive the Separation Payment or any portion thereof, or any other
consideration pursuant to this Agreement.
5.
Company Property. Employee represents and warrants that Employee has returned, or by the Separation Date shall have returned,
all physical and tangible Company property to Company, and that Employee will not retain any copies. In this regard, Company and Employee
understand and agree that the term “Company property” will be given its broadest meaning and will include, without limitation,
all Company equipment (including, without limitation, Company’s cell phone, laptop and software), Company’s keys and credit
card, and all Company documents (including, without limitation, documents in electronic form, including but not limited to computer data
and files).
6.
Agreement to Cooperate. Employee agrees that Employee will cooperate with Company in relation to business issues and any civil,
criminal or administrative proceeding, or any internal or external investigation, that may involve events that occurred while Employee
was employed by Company.
7.
Nondisclosure of Confidential Information: Employee acknowledges that from time to time Employee may have been provided with the
Company’s Trade Secrets and Confidential Information. Employee further acknowledges Employee’s fiduciary obligations in respect
thereof. Without limiting the scope of such fiduciary obligations, Employee agrees that, unless compelled to do so by applicable law,
Employee will not, at any time or in any manner, directly or indirectly, use for Employee’s own benefit or the benefit of any other
person or entity, or otherwise divulge, disclose, or communicate to any person or entity including, without limitation, the media or
by way of the World Wide Web, any information concerning any Trade Secret or Confidential Information of the Company (as defined in the
Employment Agreement) without the prior express written consent of the Company. However, the terms and conditions of Employee’s
own employment with the Company are not considered Confidential Information. Moreover, nothing in this Section or elsewhere in this Agreement
precludes Employee from providing any such information voluntarily and in confidence to any regulatory, law enforcement or other government
agency, including, without limitation, the U.S. Securities and Exchange Commission. The Employee represents and warrants that Employee
has returned all Trade Secrets and Confidential Information, as defined above, in Employee’s possession to the Company, or shall
by the Separation Date, and has not retained any copies.
Employee
acknowledges and agrees that each of the restrictions contained in this Section is reasonable and necessary in order to protect the legitimate
interests of the Company, and that a violation of any provision of this Section would cause irreparable harm to the Company, which could
not be quantified or adequately compensated through monetary relief. Accordingly, in the event of any violation or threatened violation
of this Section, the Company shall be authorized and entitled to obtain, from any court of competent jurisdiction, preliminary and permanent
injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation and any damages for breach
of this Agreement which may be applicable. The aforesaid rights and remedies shall be independent, severable and cumulative and shall
be in addition to any other rights or remedies to which the Company may be entitled under this Agreement or applicable law.
Employee
acknowledges and agrees that the restrictions and representations in this Section are material terms of this Agreement and were a material
inducement to the Company to agree to the consideration set forth in this Agreement. Employee further acknowledges and agrees that the
restrictions and representations set forth in this Section are fair and reasonable and will not prevent Employee from earning a livelihood.
-5- |
Employee Initials _____ |
Employee
and the Company acknowledge and agree that, if any of the restrictions set forth in this Section, either independently or in combination
with any other provision of this Agreement, is held invalid for any reason, but would be valid if any of the words were deleted or their
extent reduced or modified, then such restrictions shall apply with such modifications as may be necessary to make this Section enforceable.
If incapable of reform, such provisions shall be severed from this Agreement, without affecting the enforceability of any other provision
of this Agreement.
In
the event Employee or any of the Releasing Parties is required by law or legal process to disclose any Confidential Information, Employee
or any of the Releasing Parties shall provide prompt written notice of such (within five (5) business days) to the Company and cooperate
with the Company and any other of the affected Released Parties so that legal protection for the Confidential Information may be sought.
Notice to the Company shall be provided to Robert N. Weingarten, the Chairman of the Board of Directors of the Company at rnwein@aol.com
(with a copy, which shall not constitute notice, to David Sunkin of Sheppard Mullin Richter & Hampton LLP at dsunkin@sheppardmullin.com).
In the event that such protection is not obtained, the Employee’s or Releasing Parties’ compliance with the non-disclosure
provisions of this Agreement shall be waived only to the extent required to comply with such law or legal process, and the Employee or
Releasing Parties’ will make their best efforts to ensure that confidential treatment will be accorded to any confidential information
being disclosed.
However,
notwithstanding Employee’s confidentiality obligations to the Released Parties under this Agreement and otherwise, Employee understands
that as provided by the Federal Defend Trade Secrets Act, Employee will not be held criminally or civilly liable under any federal or
state trade secret law for the disclosure of confidential information or a trade secret made: (i) in confidence to a federal, state or
local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating
a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made
under seal.
8.
Confidentiality. Absent prior express written approval and permission of the Company (which approval and permission may be withheld
for any reason), or unless required by legal process or applicable law, Employee will keep confidential and not directly or indirectly
make public or reveal to any person or entity, including, without limitation, any representative of the media, or any current, former
or future representative, agent, manager, employee, officer or director of the Company, or of any of the Company’s former, current
or future parents, subsidiaries, divisions or affiliates, any information regarding the existence or terms of this Agreement, including,
without limitation, the fact of this Agreement or the amount of payments Employee is receiving under it.
This
Agreement does not preclude Employee from revealing the basic terms of Employee’s employment for the purposes of pursuing alternative
employment. It also does not preclude Employee from disclosing factual information regarding any claim of harassment, discrimination,
or retaliation based on a protected characteristic, or of retaliation for reporting harassment or discrimination based on a protected
characteristic. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace,
such as harassment, discrimination, retaliation or any other conduct that Employee has reason to believe is unlawful.
-6- |
Employee Initials _____ |
In
addition, this confidentiality provision shall not prevent Employee from providing any such necessary information to Employee’s
spouse, registered domestic partner, attorney, accountant, tax consultant or the duly designated taxing authorities of the United States
or the Employee’s state of residence, but, with the exception of the duly designated taxing authorities of the United States and
the Employee’s state of residence, Employee shall be responsible for disclosures by any of them that would breach this confidentiality
provision if they were made by Employee, and any such disclosure by any of them will be treated as a breach of this confidentiality provision
by Employee. Employee represents that, prior to executing this Agreement, Employee has maintained the confidentiality required by this
Section.
This
Agreement is not intended to restrict communications or actions that are protected by federal law, including discussing terms and conditions
of employment with a union, the NLRB, or other current and former employees, or otherwise exercising protected rights (protected concerted
activity) under the National Labor Relations Act (“NLRA”). Employee also understands and agrees that this Agreement
and/or its terms and conditions may be disclosed in an action to enforce this Agreement, in the manner and to the extent necessary in
order to enforce this Agreement. If Employee pursues such an action in court or another public forum Employee will, if required to provide
a copy of this Agreement, do so under seal, to the extent permitted by applicable court rules, procedures and law.
9.
Non-Disparagement. Employee shall act in good faith towards the Released Parties so as not to harm their businesses or reputations
in any way, and agrees, to the maximum extent permitted by law, not to make, or induce or cause any other person or entity to make, negative
statements or communications disparaging the Released Parties. Responding to legal process, required governmental testimony or filings,
or making communications that cannot be prohibited pursuant to applicable federal, state, or local law will not violate the obligations
of this Agreement. Further, nothing in this Agreement prevents Employee from (a) discussing or disclosing information about unlawful
acts in the workplace, such as harassment, discrimination, or any other conduct Employee has reason to believe is unlawful; (b) engaging
in protected concerted activity or exercising Employee’s rights under the NLRA, including by discussing the terms and conditions
of Employee’s employment, filing a charge with the NLRB, or participating in an investigation or proceedings relating thereto;
(c) providing truthful testimony or answers in response to any legal process, or during any judicial, quasi-judicial, or administrative
proceedings, including but not limited to proceedings before the NLRB; or (d) reporting possible violations of federal or state law or
regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange
Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions
of federal or state law or regulation.
10.
Non-Solicitation. Employee covenants and agrees that for a period of twelve (12) months following the Separation Date, Employee
shall not, directly or indirectly, recruit, solicit or encourage any employee, independent contractor or any person employed by the Company
at any point during Employee’s last six (6) months with the Company, with whom Employee worked or about whom Employee had access
to Confidential Information, to leave his or her employment or engagement with the Company for a competitive activity.
-7- |
Employee Initials _____ |
11.
Non-Admission. Neither this Agreement, the fact that Company has offered this Agreement to Employee, the fact that Company has
signed this Agreement, nor anything contained in this Agreement is to be considered or construed as an admission of any type by Company
(or any of the Released Parties).
12.
Tax Liability. No Party or attorney for any Party has made any representations or warranties regarding the taxability of the Separation
Payment made herein. Employee agrees to assume all risks regarding the tax consequences of the Separation Payment. Employee further agrees
to indemnify and hold harmless the Released Parties against any assessment of payroll, withholding, FICA, or other taxes or penalties,
with Federal or State, to Employee on the Separation Payment.
13.
Circular 230 Disclaimer. Each Party to this Agreement (for purposes of this section, the “Acknowledging Party”; and
each party to this Agreement other than the Acknowledging Party, an “Other Party”) acknowledges and agrees that (a) no provision
of this Agreement, and no written communication or disclosure between or among the Parties or their attorneys and other advisers, is
or was intended to be, nor shall any such communication or disclosure constitute or be construed or be relied upon as, tax advice within
the meaning of United States Treasury Department Circular 230 (31 CFR part 10, as amended); (b) the Acknowledging Party (i) has relied
exclusively upon his, his or its own independent legal and tax advisers for advice (including tax advice) in connection with this Agreement,
(ii) has not entered into this Agreement based upon the recommendation of any other party or any attorney or advisor to any other party,
and (iii) is not entitled to rely upon any communication or disclosure by any attorney or adviser to any other party to avoid any tax
penalty that may be imposed on the Acknowledging Party; and (c) no attorney or adviser to any other party has imposed any limitation
that protects the confidentiality of any such attorney’s or adviser’s tax strategies (regardless of whether such limitation
is legally binding) upon disclosure by the acknowledging party of the tax treatment or tax structure of any transaction, including any
transaction contemplated by this Agreement.
14.
Workplace Injuries. Employee represents and acknowledges that, other than claims already on file prior to the date Employee executes
this Agreement, Employee has not sustained any workplace injury of any kind during Employee’s employment with the Company, and
Employee does not intend to file any claim or seek any benefits of any kind under workers’ compensation.
15.
Severability Clause. The provisions of this Agreement are severable, and if any provision or term, or part of a provision or term,
of this Agreement is declared or determined by any court to be illegal or invalid, the validity of the remaining parts, provisions or
terms shall not be affected thereby, and said illegal or invalid part, provision or term shall not be deemed to be a part of this Agreement,
but rather shall be severed, without affecting the enforceability of any other provision or term herein.
-8- |
Employee Initials _____ |
16.
Miscellaneous.
A.
Employee represents and warrants that Employee has not heretofore assigned or transferred, or purported to assign or transfer, and will
not assign or transfer, to any person or entity, any claim or obligation herein released. Employee agrees to indemnify Company and any
person or entity released by Employee in the Release, and hold them harmless from and against any claim or obligation including, without
limitation, attorneys’ fees actually paid or incurred, arising out of any such transfer or assignment or purported or claimed transfer
or assignment.
B.
In executing this Agreement, Employee has not relied and is not relying on any representation with respect to the subject matter of this
Agreement or any representation inducing the execution of this Agreement except such representations as are expressly set forth in this
Agreement, and Employee acknowledges that Employee has relied on Employee’s own judgment in entering into this Agreement. This
Agreement sets forth the entire agreement between Employee and Company and fully supersedes any and all prior agreements or understandings
between them pertaining to the subject matter of this Agreement. However, this Agreement does not alter, modify or impact the confidentiality
provisions and the restrictive covenants set forth in any prior agreements between the Parties, nor does it affect Employee’s obligation
to comply with those provisions and covenants. Rather, this Agreement supplements any existing Employee obligations in this regard. This
Agreement may not be altered, modified, amended or changed, in whole or in part, except in a writing executed by Employee and Company.
C.
Any failure by either Party on any occasion to enforce or require adherence to any term or condition of this Agreement shall not constitute
a waiver of any such term or condition, and shall not prevent that Party from insisting on the strict adherence to and performance of
such term or condition on any other or future occasion.
D.
Employee and Company each agrees to bear his/her and its own costs, expenses, attorneys’ fees and any other expenditures in connection
with any and all of these matters, including, without limitation, the negotiation and preparation of this Agreement. Notwithstanding
the foregoing, in the event that one Party to this Agreement institutes any legal action or other proceeding against the other Party
to enforce the provisions of this Agreement or to declare rights and/or obligations under this Agreement, the successful Party shall
be entitled to recover from the unsuccessful Party reasonable attorneys’ fees and costs incurred in connection with any enforcement
actions.
E.
This Agreement shall be construed as if each Party participated equally in its negotiation and drafting, and each Party agrees that any
ambiguity contained in any provision of this Agreement shall not be construed against either Party to this Agreement by virtue of that
Party’s role in the negotiation or drafting of this Agreement.
F.
Employee acknowledges that (i) Employee hereby is being advised by Company to consult an attorney regarding the terms of this Agreement
before executing it, (ii) Employee has consulted an attorney regarding the terms of this Agreement (or has voluntarily chosen not to
consult an attorney regarding the terms of this Agreement) before executing it, (iii) Employee fully understands the terms of this Agreement
including, without limitation, the significance and consequences of the Release in Section 4, above, (iv) Employee is executing
this Agreement in exchange for consideration in addition to anything of value to which Employee already is entitled, and (v) Employee
is fully satisfied with the terms of this Agreement and is executing this Agreement voluntarily, knowingly and willingly, and without
any duress.
G.
This Agreement shall be governed by the laws of the State of Delaware.
H.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but such
counterparts together shall constitute but one and the same instrument. This Agreement may be executed and sent by email or facsimile,
which shall have the same force and effect as an original. The Parties agree where practicable to use DocuSign, or other authorized electronic
signature technology, to expedite the execution of this Agreement.
-9- |
Employee Initials _____ |
PLEASE
READ CAREFULLY
THIS
SEPARATION AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS
Company |
|
Employee |
|
|
|
GUARDION
HEALTH SCIENCES, INC. |
|
CRAIG
SHEEHAN |
|
|
|
By: |
|
|
|
|
Jan
Hall |
|
Craig
Sheehan |
|
President
and Chief Executive Officer |
|
|
|
|
|
|
Dated:
July 10, 2024 |
|
Dated:
July 10, 2024 |
-10- |
Employee Initials _____ |
v3.24.2
Cover
|
Jul. 10, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 10, 2024
|
Entity File Number |
001-38861
|
Entity Registrant Name |
GUARDION
HEALTH SCIENCES, INC.
|
Entity Central Index Key |
0001642375
|
Entity Tax Identification Number |
47-4428421
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
2925
Richmond Avenue
|
Entity Address, Address Line Two |
Suite 1200
|
Entity Address, City or Town |
Houston
|
Entity Address, State or Province |
TX
|
Entity Address, Postal Zip Code |
77098
|
City Area Code |
(800)
|
Local Phone Number |
873-5141
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
Stock, par value $0.001 per share
|
Trading Symbol |
GHSI
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Guardion Health Sciences (NASDAQ:GHSI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Guardion Health Sciences (NASDAQ:GHSI)
Historical Stock Chart
From Jul 2023 to Jul 2024