Dissolution and Liquidation Plan - Guardion Health Sciences filed a certificate of dissolution with the Delaware Secretary of State, effective October 30, 2024, as part of its Plan of Liquidation and Dissolution approved by stockholders on May 31, 2024 [1] - The company closed its stock transfer books on October 30, 2024, and stockholders ceased to have rights except for receiving distributions under the Plan and Delaware General Corporation Law [2] - Guardion expects to pay a liquidating dividend of approximately $3.25 per share to stockholders of record as of the Effective Date, though the timing and amount may vary due to factors like taxes, employee costs, and unanticipated liabilities [3] Post-Dissolution Activities - After the Effective Date, Guardion will not engage in business activities except to preserve remaining assets, wind down operations, and distribute assets in accordance with the Plan [4] - The company will continue to exist for three years post-dissolution, or longer if directed by the Delaware Court of Chancery, to settle business, dispose of property, discharge liabilities, and distribute remaining assets to stockholders [4] Regulatory Relief - Guardion has been granted relief by the SEC to indefinitely suspend its reporting obligations under the Securities Exchange Act of 1934 and will file a Form 15 to notify the suspension of its duty to file reports under Sections 13 and 15(d) of the Act [5] Forward-Looking Statements - The company's statements regarding its dissolution, liquidation, and reporting obligations are forward-looking and subject to uncertainties, risks, and changes in circumstances [6][7][8] - Factors that may impact the company's plans include the completion and timing of delisting, dissolution, and implementation of the Plan, as well as the ability to satisfy liabilities and distribute remaining assets to stockholders [7][8]
Guardion Health Sciences Announces Filing of Certificate of Dissolution