Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2023, Guardion Health Sciences, Inc. (the "Company") entered into a
Bonus Agreement with its Chief Commercial Officer, Craig Sheehan (the "2023
Bonus Agreement"). Pursuant to the 2023 Bonus Agreement, Mr. Sheehan will be
eligible to receive a bonus of up to $200,000 during 2023 (the "2023 Bonus").
Mr. Sheehan will be paid the first tranche of the 2023 Bonus in the amount of
$50,000 on July 15, 2023 and will be paid the remaining portion of the 2023
Bonus on the earlier of December 31, 2023 or within thirty (30) days following
the closing date of a change in control of the Company, or a sale of the
Company's Viactiv brand and/or Activ Nutritional, LLC, a wholly-owned subsidiary
of the Company, provided, in each case, that he (i) remains employed as a
full-time employee of the Company and in good standing through the applicable
payment (unless the Company terminates his employment without cause prior to
such date), and (ii) has satisfied all of the terms of the 2023 Bonus Agreement
and his employment agreement with the Company dated June 1, 2021.
The foregoing description of the 2023 Bonus Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, reference to the
full text of the 2023 Bonus Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
10.1+ Bonus Agreement by and between the Company and Craig Sheehan dated
June 1, 2023
104 Cover Page Interactive Data File (embedded within the XBRL document)
+ Indicates a management contract or any compensatory plan, contract or
arrangement.
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GUARDION HEALTH SCIENCES, INC. 
