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HOUSTON, TEXAS, Oct. 30, 2024 (GLOBE NEWSWIRE) -- Guardion Health Sciences, Inc. (Nasdaq: GHSI) (“Guardion” or the “Company”) today announced that it has filed a certificate of dissolution with the Secretary of State of the State of Delaware, which became effective upon filing on October 30, 2024 (the “Effective Date”). The filing of the certificate was made pursuant to the terms of the Company’s Plan of Liquidation and Dissolution (the “Plan”) approved by stockholders at the Company’s special meeting of stockholders held on May 31, 2024.
As of October 30, 2024, Guardion has closed its stock transfer books, and record holders of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) ceased to have any rights in respect of such shares of Common Stock, except the right to receive distributions, if any, pursuant to and in accordance with the Plan and under the General Corporation Law of the State of Delaware (the “DGCL”). In accordance with the DGCL, as of the Effective Date, stockholders are prohibited from transferring record ownership of their shares of Common Stock, except by will, intestate succession, operation of law or upon dissolution of such record holder or its successors.
As previously announced, Guardion expects to pay to its stockholders of record as of the close of business on the Effective Date, a liquidating dividend in one or more distributions, in an amount that is anticipated to total approximately $3.25 per share of Common Stock. However, there can be no assurance as to the timing and amount of the distribution to stockholders. There are many factors that may affect the amounts available for distribution to holders of the Common Stock including, among other things, the amount of taxes due, employee costs (including severance payments), expenses relating to the implementation of the Plan, unanticipated or contingent liabilities arising hereafter and the proceeds that we may receive from the sale or liquidation of other remaining assets, if any. If the Company has underestimated its existing obligations and liabilities or if unanticipated or contingent liabilities arise, the aggregate amount ultimately distributed to the holders of Common Stock could be less than the amount estimated above. Alternatively, in the event that the Company retains additional cash reserves after satisfactorily settling its liabilities, there may be an additional distribution at a future date.
After the Effective Date, Guardion will not engage in any business activities except to the extent necessary to preserve the value of any remaining assets, complete the wind down of its business affairs and distribute its assets in accordance with the Plan. Under the DGCL, Guardion will be continued for the term of three years following the Effective Date, or for such longer period as the Delaware Court of Chancery directs, for the purposes of prosecuting and defending suits by or against it and of enabling it to gradually settle and close the business, to dispose of and convey its property, to discharge its liabilities and to distribute to stockholders any remaining assets.