Item 3.01 Notice of Delisting or Failure to Satisfy a Continue Listing Rule or
Standard; Transfer of Listing
On January 25, 2022, Guardion Health Sciences, Inc. (the "Company") received a
written notice (the "Notice") from the NASDAQ Stock Market LLC ("Nasdaq") that
the Company has not been in compliance with the minimum bid price requirement
set forth in Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive
business days. Nasdaq Listing Rule 5550(a)(2) requires listed securities to
maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule
5810(c)(3)(A) provides that a failure to meet the minimum closing bid price
requirement exists if the deficiency continues for a period of 30 consecutive
business days. The Notice has no immediate effect on the listing of the
Company's common stock on the Nasdaq Capital Market.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a
compliance period of 180 calendar days from the date of the Notice, or until
July 25, 2022, to regain compliance with the minimum closing bid price
requirement. If the Company does not regain compliance during the compliance
period ending July 25, 2022, the Company may be afforded a second 180 calendar
day period to regain compliance. To qualify for the second compliance period,
the Company must (i) meet the continued listing requirement for market value of
publicly-held shares and all other initial listing standards for the Nasdaq
Capital Market, with the exception of the minimum closing bid price requirement
and (ii) notify Nasdaq of its intent to cure the deficiency. The Company can
achieve compliance with the minimum closing bid price requirement if, during
either compliance period, the minimum closing bid price per share of the
Company's common stock is at least $1.00 for a minimum of 10 consecutive
business days. The Company anticipates that its shares of common stock will
continue to be listed and traded on the Nasdaq Capital Market during the
compliance period(s).
The Company plans to carefully assess potential actions to regain compliance.
However, the Company may be unable to regain compliance with the minimum closing
bid price requirement during the compliance period(s), in which case the Company
anticipates Nasdaq would provide a notice to the Company that its shares of
common stock are subject to delisting, and the Company's common shares would
thereupon be delisted.
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