Guardion Health Sciences, Inc. announced that it has entered into a securities purchase agreement with certain institutional investors to purchase 495,000 shares of Series C convertible redeemable preferred stock and 5,000 shares of Series D non-convertible redeemable preferred stock at a purchase price of $9.50 per share each for gross proceeds of $4,750,000 on November 29, 2022. Each share of Series C and Series D preferred stock has a purchase price of $9.50 per share, reflecting an original issue discount of 5% of the $10 stated value of each share. Each share of Series C preferred stock is convertible into shares of the Company's common stock at an initial conversion price of $0.15768 per share.

The Series D preferred stock permits the holders thereof to cast 1,000,000 votes per share on such proposal, provided, however, that such votes must be cast in the same proportions as the shares of common stock and Series C preferred stock are voted on that proposal. The holders of the Series C preferred stock will be entitled to dividends, calculated on an as-if converted basis, equal to dividends actually paid, if any, on shares of common stock. The closing of the transaction is expected to occur on or about November 30, 2022, subject to the satisfaction of customary closing conditions.

The Series C Preferred Stock, the Series D Preferred Stock, and the shares of common stock into which the shares of Series C Preferred Stock are convertible into will be issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D as promulgated by SEC under the 1933 Act.