0001213900-24-010322.txt : 20240206 0001213900-24-010322.hdr.sgml : 20240206 20240206101956 ACCESSION NUMBER: 0001213900-24-010322 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240206 DATE AS OF CHANGE: 20240206 GROUP MEMBERS: DANIEL B. ASHER GROUP MEMBERS: MITCHELL P. KOPIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Guardion Health Sciences, Inc. CENTRAL INDEX KEY: 0001642375 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 474428421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89739 FILM NUMBER: 24598629 BUSINESS ADDRESS: STREET 1: 2925 RICHMOND AVENUE STREET 2: SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77098 BUSINESS PHONE: (800) 873-5141 MAIL ADDRESS: STREET 1: 2925 RICHMOND AVENUE STREET 2: SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77098 FORMER COMPANY: FORMER CONFORMED NAME: Guardion Health Sciences, LLC DATE OF NAME CHANGE: 20150513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTRACOASTAL CAPITAL, LLC CENTRAL INDEX KEY: 0001646799 ORGANIZATION NAME: IRS NUMBER: 320460881 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 245 PALM TRAIL CITY: DELRAY BEACH STATE: FL ZIP: 33483 BUSINESS PHONE: 8475629030 MAIL ADDRESS: STREET 1: 245 PALM TRAIL CITY: DELRAY BEACH STATE: FL ZIP: 33483 SC 13G/A 1 ea192882-13ga2intra_guardion.htm AMENDMENT NO. 2 TO SCHEDULE 13G

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)*

 

Guardion Health Sciences, Inc.

 

(Name of Issuer)

 

Common Stock, $0.001 par value per share

 

(Title of Class of Securities)

 

40145Q500

 

(CUSIP Number)

 

December 31, 2023

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a.☐ Rule 13d-1(b)

 

b.☒ Rule 13d-1(c)

 

c.☐ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

Page 1 of 6

 

 

CUSIP No. 40145Q500
 

 

   
1. Names of Reporting Persons.
   
 

Mitchell P. Kopin

   
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   
  (a)    ☐
  (b)    ☐
   
   
3. SEC Use Only
   
   
4. Citizenship or Place of Organization     United States of America
   

 

Number of
Shares Beneficially
Owned by Each
Reporting Person
With:		 5.  Sole Voting Power 0
   
   
6.  Shared Voting Power

50,000

   
   
7.  Sole Dispositive Power 0
   
   
8.  Shared Dispositive Power

50,000

 

   
9. Aggregate Amount Beneficially Owned by Each Reporting Person     50,000 (see Item 4)
   
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
   
   
11. Percent of Class Represented by Amount in Row (9)  3.8% (see Item 4)
   
   
12. Type of Reporting Person (See Instructions)
   
  IN; HC

 

Page 2 of 6

 

 

CUSIP No. 40145Q500
 

 

   
1. Names of Reporting Persons.
   
 

Daniel B. Asher

   
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   
  (a)    ☐
  (b)    ☐
   
   
3. SEC Use Only
   
   
4. Citizenship or Place of Organization     United States of America
   

 

Number of
Shares Beneficially
Owned by Each
Reporting Person
With:		 5.  Sole Voting Power 0
   
   
6.  Shared Voting Power

50,000

   
   
7.  Sole Dispositive Power 0
   
   
8.  Shared Dispositive Power

50,000

 

   
9. Aggregate Amount Beneficially Owned by Each Reporting Person     50,000 (see Item 4)
   
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
   
   
11. Percent of Class Represented by Amount in Row (9)  3.8% (see Item 4)
   
   
12. Type of Reporting Person (See Instructions)
   
  IN; HC

  

Page 3 of 6

 

 

CUSIP No. 40145Q500
 

 

   
1. Names of Reporting Persons.
   
 

Intracoastal Capital LLC

   
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   
  (a)    ☐
  (b)    ☐
   
   
3. SEC Use Only
   
   
4. Citizenship or Place of Organization     Delaware
   

 

Number of
Shares Beneficially
Owned by Each
Reporting Person
With:		 5.  Sole Voting Power 0
   
   
6.  Shared Voting Power

50,000

   
   
7.  Sole Dispositive Power 0
   
   
8.  Shared Dispositive Power

50,000

 

   
9. Aggregate Amount Beneficially Owned by Each Reporting Person     50,000 (see Item 4)
   
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
   
   
11. Percent of Class Represented by Amount in Row (9)  3.8% (see Item 4)
   
   
12. Type of Reporting Person (See Instructions)
   
  OO

  

Page 4 of 6

 

 

This Amendment No. 2 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 28, 2022, as amended by Amendment No. 1 thereto filed by the Reporting Persons with the SEC on February 8, 2023 (the “Schedule 13G”).

 

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

  

Item 2.

 

(e) CUSIP Number

 

40145Q500

 

Item 4. Ownership.

 

(a) and (b):

 

As of the close of business on December 31, 2023, each of the Reporting Persons may have been deemed to have beneficial ownership of 50,000 shares of Common Stock, issuable upon exercise of a warrant held by Intracoastal (the “Intracoastal Warrant”), and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 3.8% of the Common Stock, based on (1) 1,275,238 shares of Common Stock outstanding as of November 9, 2023, as reported by the Issuer, plus (2) 50,000 shares of Common Stock issuable upon exercise of the Intracoastal Warrant.

 

(c) Number of shares as to which each Reporting Person has:

 

(i) Sole power to vote or to direct the vote:       0      .

 

(ii) Shared power to vote or to direct the vote:      50,000     .

 

(iii) Sole power to dispose or to direct the disposition of      0     .

 

(iv) Shared power to dispose or to direct the disposition of      50,000     .

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

Page 5 of 6

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 6, 2024

 

  /s/ Mitchell P. Kopin
  Mitchell P. Kopin
   
  /s/ Daniel B. Asher
  Daniel B. Asher

 

  Intracoastal Capital LLC
     
  By: /s/ Mitchell P. Kopin
    Mitchell P. Kopin, Manager

 

Page 6 of 6