true FY 0001642375

 0001642375

 2023-01-01
 2023-12-31

 0001642375

 2023-06-30

 0001642375

 2024-04-25

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM
 10-K/A

 Amendment No. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ____ to ____

 Commission
file number: 001-38861

 GUARDION
HEALTH SCIENCES, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 47-4428421

 (State
 or jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 2925
 Richmond Avenue, Suite 1200, Houston, Texas

 77098

 (Address
 of principal executive offices)

 (Zip
 code)

 800 - 873-5141

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.001 per share

 GHSI

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large
accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company"
in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 On
June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market
value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $ 9.9 million
based upon the closing price of the registrant's common stock of $7.78 per share on The Nasdaq Capital Market as of that
date.

 As of April 25, 2024, there were 1,284,156
shares of the registrant's common stock, par value $0.001 per share, issued and outstanding.

 Documents Incorporated by Reference: None

 Auditor
 Name

 Auditor Location

 Auditor Firm ID

 Weinberg & Company, P.A

 Los Angeles, California

 EXPLANATORY
NOTE

 Guardion
Health Sciences, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on March 29, 2024 (the "Original
Filing"), to include the information required by Part III of Form 10-K. The Part III information was previously omitted from the
Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to
be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after
our fiscal year-end. This Amendment No. 1 is not intended to update any other information presented in the Original Filing. In addition,
as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by our principal executive officer and principal financial officer are filed
herewith as exhibits to this Amendment No.1. Because no financial statements have been included in this Amendment No. 1 and this Amendment
No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications
have been omitted.

 TABLE
OF CONTENTS

 Page

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

 Directors
and Executive Officers

 The
following table sets forth the names and ages of the current Board of Directors of the Company, our executive officers and the principal
offices and positions held by each such person.

 Name

 Age

 Position(s)

 Jan
 Hall

 Chief
 Executive Officer and President

 N. Weingarten

 Chairman
 of the Board of Directors; Secretary

 Katie
 Cox

 Chief
 Accounting Officer

 Craig
 Sheehan

 Chief
 Commercial Officer

 Mark
 Goldstone

 Donald
 A. Gagliano, M.D.

 Michaela
 Griggs

 Janet
Hall. Janet "Jan" Hall has served as our President and Chief Executive Officer since June 19, 2023 when she joined
the Company. Ms. Hall has also served as a director, Independent Board Chair and HR and Governance Committee Chair of Fieldless Farms,
Inc. Prior to her appointment, Ms. Hall served as the Chief Executive Officer and director of M2 Ingredients, Inc. from February 2018
to October 2022. Ms. Hall also serves as a director of SideChef Group Limited and Fieldless Farms, Inc., and previously served as a director
of Baby Gourmet Foods, Inc. from May 2018 to December 2020. Prior to 2018, Ms. Hall held senior executive positions at Johnson &
Johnson, where she was President, North America of The Neutrogena Corporation, and The Coca-Cola Company, where she was Senior Vice President
and General Manager of Consumer Marketing. Ms. Hall holds a B.A. in History from Leeds University in England.

 Katie
Cox. Katie Cox has served as our Chief Accounting Officer since July 25, 2023. Prior to her appointment, Ms. Cox had been the
Company's Head of Financial Planning and Analysis since June 2022. Prior to her joining the Company, Ms. Cox served as the Director
of Financial Planning and Analysis for Catalent Pharma Solutions, a subsidiary of Catalent, Inc., and as the Finance Manager of Baxter
Pharmaceutical Solutions, LLC, a subsidiary of Baxter Healthcare, Inc. from August 2005 to September 2019. Ms. Cox holds an MBA from
Indiana Wesleyan University and a B.A. in Psychology from Indiana University Bloomington.

 Craig
Sheehan. Mr. Sheehan has served as our Chief Commercial Officer since June 2021 when he joined the Company following the Company's
acquisition of the Viactiv brand and business. For the prior four years before joining the Company, Mr. Sheehan was the senior executive
responsible for the Viactiv brand of products with the prior owner, Adare Pharmaceuticals, Inc. Prior to Adare Pharmaceuticals, Inc.,
Mr. Sheehan spent 20 years in various marketing leadership positions at Church & Dwight, responsible for such iconic, science-backed
brands as Arm & Hammer, First Response, OxiClean, and Vitafusion. Mr. Sheehan holds an MBA and a B.A. in Chemistry
from Rutgers University.

N. Weingarten. Robert N. Weingarten has been a Director since June 2015 and Chairman of the Board of Directors since July 2020.
Since June 2020, Mr. Weingarten has served as the Company's non-employee corporate secretary. Previously, Mr. Weingarten served
as Lead Director on our Board of Directors from January 2017 to March 2020. He is an experienced business consultant and advisor with
an ongoing consulting practice focused on accounting and financial compliance for public companies. Since 1979, he has provided financial
consulting and advisory services and served on boards of directors of numerous public companies in various stages of development, operation
or reorganization. Since August 2020, Mr. Weingarten has been the Vice President and Chief Financial Officer of Lixte Biotechnology Holdings,
Inc. (NASDAQ-CM: LIXT). Mr. Weingarten received a B.A. in Accounting from the University of Washington in 1974, an M.B.A. in Finance
from the University of Southern California in 1975, and is a Certified Public Accountant (inactive) in the State of California. Mr. Weingarten
has considerable accounting and finance experience, particularly with regard to public company reporting requirements. The Company believes
that Mr. Weingarten's accounting and finance experience qualifies him to serve on the Board of Directors and as Chairman of the
Audit Committee.

 Mark
Goldstone. Mark Goldstone has been a Director since June 2015. Mr. Goldstone has over 25 years of experience in the healthcare
industry, encompassing operations, commercialization, consulting, mergers and acquisitions and venture capital. He has led some of the
largest specialist consulting and communications groups in the world and was a founding partner at Forepont Capital (VC). Previously,
he was Chief Operating Officer of EuroRSCG Life (now Havas), Global CEO of healthcare at top brand and business consultancy, Interbrand
and Worldwide President of Doyle, Dane and Bernbach global healthcare businesses. He has developed successful commercialization strategies
and programs from early-stage and market development, to product launch and late-stage lifecycle management for blue-chip pharmaceutical
and packaged goods companies including Pfizer, Merck, Novartis, Bayer, GSK, Sanofi, Colgate Palmolive, L'Oreal, Danone, Johnson
& Johnson, Roche. Mr Goldstone began his career as a clinical Pharmacist and is a member of the Royal Pharmaceutical Society. He
is board member of the prestigious Galien Foundation and the Industry Advisory Board for the UK Government's BRCD initiative. Mr.
Goldstone's breadth of experience in sales, marketing and strategic transactions in the healthcare industry is particularly useful
to the Company as it develops its business, commercializes it products and builds its marketing channels. The Company believes that these
experiences and qualifications make Mr. Goldstone particularly suitable to serve as a Director and guide the Company in the complexities
of the life science and healthcare services industries.

 Donald
A. Gagliano, M.D. Donald A. Gagliano, M.D., has served as a Director since the Company's initial public offering on April
9, 2019. Additionally, Dr. Gagliano has been a member of our Scientific Advisory Board since June 2015. Since October 2018, Dr. Gagliano
has been the principal of GMIC LLC, which provides healthcare consultation services primarily for health systems engineering and ophthalmology
subject matter expertise. Dr. Gagliano does not currently hold any directorships and has not held any directorships within the past five
years. From April 2013 to October 2013, Dr. Gagliano was the Vice President for Global Medical Affairs for Bausch+Lomb, Inc. From 2016
to present, Dr. Gagliano has served as the President and Immediate Past President of the Prevention of Blindness Society. From November
2008 to March 2013, Dr. Gagliano served under the Assistant Secretary of Defense for Health Affairs as the first Executive Director of
the Joint Department of Defense and Department of Veterans Affairs Vision Center of Excellence. In 1975, Dr. Gagliano graduated from
the US Military Academy at WestPoint with a degree in Engineering. In 1981, he received a Bachelor of Science in medicine from Chicago
Medical School and in 1998 he received his Master of Healthcare Administration from Penn State University. Dr. Gagliano's breadth
of experience in the healthcare industry is particularly useful to the Company as it develops its business, commercializes products and
builds its marketing channels. The Company believes that these experiences and expertise make Dr. Gagliano particularly suitable to serve
as a Director and guide the Company in the complexities of the life science and healthcare services industries and to provide scientific
expertise to the Company.

 Michaela
Griggs. Michaela Griggs has been a Director since December 9, 2021. Presently, Mrs. Griggs serves as Chief Aesthetic Officer
of Forefront Dermatology. From October 2020 to December 2022, Mrs. Griggs served as the Chief Executive Officer of Los Angeles, California-based
Southern California Reproductive Center, a leading operator of multi-location fertility and reproductive centers. From January 2017 until
October 2020, Mrs. Griggs served as Executive Vice President of Barco Uniforms' Health Care & Identity Divisions, an apparel
company, and from August 2015 until November 2016, she served as General Manager, NA & VP Global Marketing (Chief Marketing Officer)
of Tria Beauty. In addition, Mrs. Griggs held key executive marketing positions at Allergan, Bayer Healthcare and 3M Unitek, where she
was instrumental in developing and improving brand, retail and distribution strategies for global brands such as Botox, Juvederm,
and One-A-Day multi-vitamins, as well as other key brand portfolios. Mrs. Griggs earned a Master's in Business Administration
degree from the London School of Business and Finance/University of Wales, and her Diploma of the British Orthoptic Society (DBO) from
Sheffield/Leeds School of Orthoptics. We believe Mrs. Griggs is qualified to serve as a member of the Board of Directors because of her
experience developing and marketing well-known healthcare and supplement brands, as well as her overall experience in the consumer-driven
market and her brand marketing acumen.

 Family
Relationships

 There
are no family relationships among any of our officers or directors.

 Corporate
Governance

 Board
Leadership Structure

N. Weingarten has served as the Chairman of the Board of Directors since July 2020 after having served as Lead Director from June 2017
through March 31, 2020. Jan Hall serves as our Chief Executive Officer and President. We believe that this structure is the most effective
structure for us and our stockholders at this time because the Chairman (i) can provide the Chief Executive Officer with frequent guidance
and feedback on her performance and assist with the public reporting functions, (ii) provides a more effective channel for the Board
of Directors to express its views on management and the Company's strategic goals, and (iii) allows the Chairman to focus on stockholder
interests and corporate governance while providing our Chief Executive Officer with the ability to focus her attention on managing our
day-to-day operations and executing the Company's strategic plans. As Mr. Weingarten has experience with advising boards of directors
and senior management with respect to management and other business aspects, he is particularly well-suited to serve as Chairman.

 We
recognize that different board leadership structures may be appropriate for companies in different situations. We will continue to re-examine
our corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet the Company's
needs.

 Role
in Risk Oversight

 Management
is responsible for managing the risks that we face. The Board of Directors is responsible for overseeing management's approach
to risk management that is designed to support the achievement of organizational objectives, including strategic objectives, to improve
long-term organizational performance and enhance stockholder value. The involvement of the full Board of Directors in reviewing our strategic
objectives and plans is a key part of their assessment of management's approach and tolerance to risk. A fundamental part of risk
management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding
what level of risk is appropriate. In setting our business strategy, our Board of Directors assesses the various risks being mitigated
by management and determines what constitutes an appropriate level of risk for the Company.

Independence

 The
listing rules of The Nasdaq Capital Market require that independent directors must comprise a majority of a listed company's board
of directors. In addition, the rules of The Nasdaq Capital Market require that, subject to specified exceptions, each member of a listed
company's audit, compensation, and nominating and governance committees be independent. Audit committee members must also satisfy
the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of The Nasdaq Capital Market, a director will
only qualify as an "independent director" if, in the opinion of the Company's Board of Directors, that person does
not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 The
Company's Board of Directors has undertaken a review of the independence of the Company's directors and considered whether
any director has a material relationship that could compromise their ability to exercise independent judgment in carrying out their responsibilities.
Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including
family relationships, the Board of Directors has determined that each of Messrs. Weingarten, Goldstone and Gagliano and Mrs. Griggs,
representing currently all of the Company's directors, are "independent" as that term is defined under the applicable
rules and regulations of the Securities and Exchange Commission (the "SEC") and the listing standards of The Nasdaq Capital
Market. In making these determinations, the Board of Directors considered the current and prior relationships that each non-employee
director has with the Company and all other facts and circumstances the Board of Directors deemed relevant in determining their independence,
including the beneficial ownership of the Company's capital stock by each non-employee director, and any transactions involving
them described in the section captioned "Certain Relationships and Related Transactions and Director Independence".

 Committees
of the Board of Directors

 In
October 2018, the Board of Directors established an audit committee and a compensation committee. In October 2021, the Board of Directors
established a nominating and corporate governance committee. In May 2023, the Board of Directors established an investment banking committee.
Each of the committees are comprised and have the responsibilities described below. Each of the below committees has a written charter,
or operates according to resolutions, approved by the Company's Board of Directors. Each of the committees reports to the Company's
Board of Directors as such committee deems appropriate and as the Company's Board of Directors may request.

 The
composition and functions of each committee are described below.

 Name

 Independent

 Audit

 Compensation

 Nominating
 and Corporate Governance

 Investment
 Banking Committee**

 N. Weingarten

 X

 X*

 X

 X

 X*

 Mark
 Goldstone

 X

 X

 X*

 X*

 X

 Donald
 A. Gagliano, M.D.

 X

 X

 Michaela
 Griggs

 X

 X

 X

 *
Chairperson of the committee

 **
Described below

 Audit
Committee

 The
audit committee is currently comprised of Robert N. Weingarten, Mark Goldstone and Donald Gagliano. Mr. Weingarten serves as the chairperson
of the audit committee. The Company's Board of Directors has determined that each member of the audit committee meets the requirements
for independence and financial literacy under the applicable rules and regulations of the SEC and the listing standards of The Nasdaq
Capital Market. The Company's Board of Directors has also determined that Mr. Weingarten is an "audit committee financial
expert" as defined in the rules of the SEC and has the requisite financial sophistication as defined under the listing standards
of The Nasdaq Capital Market. The responsibilities of the audit committee include, among other things:

 selecting
 and hiring the independent registered public accounting firm to audit the Company's financial statements;

 overseeing
 the performance of the independent registered public accounting firm and taking those actions as it deems necessary to satisfy itself
 that the accountants are independent of management;

 financial statements and discussing with management and the independent registered public accounting firm the Company's annual
 audited and quarterly reviewed financial statements, the results of the independent audit and the quarterly reviews, and the reports
 and certifications regarding internal control over financial reporting and disclosure controls;

 preparing
 the audit committee report that the SEC requires to be included in the Company's annual proxy statement;

 the adequacy and effectiveness of the Company's internal controls and disclosure controls and procedures, as may be required;

 overseeing
 the Company's policies on risk assessment and risk management, including risk related to cybersecurity;

 related party transactions; and

 approving
 or, as required, pre-approving, all audit and all permissible non-audit services and fees to be performed by the independent registered
 public accounting firm.

 The
Company's audit committee operates under a written charter which satisfies the applicable rules and regulations of the SEC and
the listing standards of The Nasdaq Capital Market. The audit committee met six times during the year ended December 31, 2023.

 Compensation
Committee

 The
Company's compensation committee is currently comprised of Mark Goldstone, Robert N. Weingarten and Michaela Griggs. Mr. Goldstone
serves as the chairperson of the compensation committee. The Company's Board of Directors has determined that each member of the
compensation committee meets the requirements for independence under the applicable rules and regulations of the SEC and listing standards
of The Nasdaq Capital Market. Each member of the compensation committee is a non-employee director as defined in Rule 16b-3 promulgated
under the Exchange Act. The purpose of the compensation committee is to oversee the Company's compensation policies, plans and
benefit programs and to discharge the responsibilities of the Company's Board of Directors relating to compensation of its executive
officers. The responsibilities of the compensation committee include, among other things:

 and approving, or recommending to the Board of Directors for approval, compensation of the Company's executive officers;

 and recommending to the Board of Directors for approval the compensation of directors;

 overseeing
 the Company's overall compensation philosophy and compensation policies, plans and benefit programs for service providers,
 including the Company's executive officers;

 reviewing,
 approving and making recommendations to the Company's Board of Directors regarding incentive compensation and equity plans;
 and

 administering
 the Company's equity compensation plans.

 The
compensation committee formally met once during the year ended December 31, 2023.

 Nominating
and Corporate Governance Committee

 On
October 22, 2021, the Board of Directors formed a stand-alone nominating and corporate governance committee. The Company's nominating
and corporate governance committee is currently comprised of Robert N. Weingarten, Mark Goldstone and Michaela Griggs. Mr. Goldstone
serves as the chairperson of the nominating and corporate governance committee. The Company's Board of Directors has determined
that each member of the nominating and corporate governance committee meets the requirements for independence under the applicable rules
and regulations of the SEC and listing standards of The Nasdaq Capital Market. The purpose of the nominating and corporate governance
committee is to, among other things, identify individuals qualified to become members of the Company's Board of Directors and recommend
to the Board of Directors the persons to be nominated for election as directors and to each committee of the Board of Directors. The
nominating and corporate governance committee is responsible for reviewing the appropriate characteristics, skills and experience required
for the Board of Directors as a whole and its individual members. In evaluating the suitability of individual candidates the nominating
and corporate governance committee considers many factors, including the following:

 diversity
 of personal and professional background, cultures, perspective and experience;

 personal
 and professional integrity, ethics and values;

 experience
 in corporate management, operations or finance, such as serving as an officer or former officer of a publicly held company, and a
 general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today's
 business environment;

 experience
 relevant to the Company's industry;

 experience
 as a board member or executive officer of another publicly held company;

 relevant
 academic expertise or other proficiency in an area of the Company's operations;

 practical
 and mature business judgment, including ability to make independent analytical inquiries;

 overseeing
 the Company's development of appropriate environmental, social and governance philosophies and procedures;

 promotion
 of a diversity of business or career experience relevant to the Company's success; and

 any
 other relevant qualifications, attributes or skills.

 The
nominating and corporate governance committee evaluates each individual in the context of the Board of Directors as a whole, with the
objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise
of sound judgment using its diversity of experience in these various areas.

 The
nominating and corporate governance committee did not meet during the year ended December 31, 2023.

 Investment
Banking Committee

 On
May 31, 2023, the Company's Board of Directors formed a stand-alone investment banking committee. The investment banking committee
is currently comprised of Robert Weingarten and Mark Goldstone. Mr. Weingarten serves as chairperson of the investment banking committee.
The Company established the investment banking committee to explore transactions designed to maximize stockholder value and to work with
the Company's exclusive financial advisor, Alantra Partners ("Alantra").

 Throughout
this months-long process that has led the Company to enter into a definitive transaction document to sell its Viactiv brand and
business, the investment banking committee met at least weekly with Alantra, the Company's management and, at times, the Company's
legal counsel and other professional advisors, to monitor and review the process and the state of the various discussions occurring with
the potential transaction participants. The investment banking committee also met informally numerous times during the year ended December
31, 2023. The Board of Directors met numerous times since the establishment of the investment banking committee to receive updates on
the process. On July 19, 2023, the investment banking committee met to review the status of the Company's exploration of a sale
of the Viactiv brand and business being conducted by Alantra, discuss certain tax issues and approvals that might be necessary to
address, and reverse merger and recapitalization opportunities in the event the Company decided to move forward with a sale of the Viactiv
brand and business.

 The
investment banking committee formally met once during the year ended December 31, 2023, in addition to the meetings described above.

 Code
of Business Conduct and Ethics

 The
Company's Board of Directors adopted a code of business conduct and ethics applicable to its employees, directors and officers
in accordance with applicable U.S. federal securities laws and the corporate governance rules of The Nasdaq Capital Market. The code
of business conduct and ethics is publicly available on the Company's website. Any substantive amendments or waivers of the code
of business conduct and ethics or code of ethics for senior financial officers may be made only by the Company's Board of Directors
and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of The Nasdaq
Capital Market.

 ITEM
11. EXECUTIVE COMPENSATION.

 Summary
Compensation Table

 The
following table sets forth the total compensation paid or accrued during the fiscal years ended December 31, 2023 and 2022 to (i) our
Chief Executive Officers, and (ii) our two next most highly compensated executive officers who earned more than $100,000 during the fiscal
year ended December 31, 2023 (we refer to these individuals as the "Named Executive Officers").

 Executive

 Year

 Salary

 Bonus

 Stock Awards

 All Other Compensation

 Total

 Jan Hall, Chief Executive Officer (1) and President

 2023

 $
 370,000

 $
 -

 $
 -

 $
 -

 $
 370,000

 2022

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Bret Scholtes, Former Chief Executive Officer, President and Director (2)

 2023

 $
 412,000

 $
 -

 $
 -

 $
 -

 $
 412,000

 2022

 $
 411,000

 $
 -

 $
 -

 $
 -

 $
 411,000

 Craig Sheehan, Chief Commercial Officer (3)

 2023

 $
 257,500

 $
 200,000

 $
 -

 $
 -

 457,500

 2022

 $
 256,875

 $
 -

 $
 -

 $
 -

 $
 256,875

 Katie Cox, Chief Accounting Officer (4)

 2023

 $
 225,000

 $
 50,000

 $
 -

 $
 -

 $
 275,000

 2022

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Jeffrey Benjamin, Former Chief Accounting Officer (5)

 2023

 $
 257,500

 $
 -

 $
 -

 $
 -

 $
 257,500

 2022

 $
 256,875

 $
 -

 $
 -

 $
 -

 $
 256,875

 (1)
Ms. Hall was appointed as President and Chief Executive Officer of the Company on June 19, 2023.

 (2)
Effective as of June 9, 2023, Mr. Scholtes terminated his employment as Chief Executive Officer and President of the Company and resigned
as a member of the Board of Directors.

 (3)
Mr. Sheehan was appointed as Chief Commercial Officer of the Company on June 2, 2021.

 (4)
Ms. Cox was appointed as Chief Accounting Officer of the Company on July 25, 2023. Prior thereto, Ms. Cox served as the Company's
Head of Financial Planning and Analysis since June 2022.

 (5)
Effective July 25, 2023, Mr. Benjamin terminated his employment as Chief Accounting Officer of the Company.

 Employment
Agreements

 Jan
Hall

 On
May 28, 2023, the Company entered into an employment agreement, which was amended April 3, 2024 (the "Hall Employment Agreement")
with Ms. Hall pursuant to which Ms. Hall would serve as President and Chief Executive Officer of the Company effective as of June 19,
2023 (the "Hall Effective Date"). The term of the Hall Employment Agreement commenced on the Effective Date and continues
until terminated by either party for any reason. Pursuant to the Hall Employment Agreement, Ms. Hall receives an annual base salary of
$370,000 (the "Hall Base Salary"), subject to withholding, and payable in accordance with the Company's regular payroll
practices. Ms. Hall is eligible to receive a target bonus of up to 100% of the Base Salary, subject to achievement of annual Company
and individual performance objectives as established by the Board of Directors (the "Bonus"), prorated for 2023. The Bonus
is paid, to the extent earned, in the calendar year following the calendar year for which the performance objectives are established.
The Hall Employment Agreement provides for a transaction bonus of $300,000 in the event a Change of Control (as defined in the Company's
2018 Equity Incentive Plan (the "2018 Plan")) occurs by June 30, 2024, subject to satisfying certain conditions, including
continued employment through the occurrence of the Change of Control, and, if requested by the Company, her agreement to provide customary
transition services to the Company, compliance with any restrictive covenants, and a release of claims. In addition, the Hall Agreement
provides that if Ms. Hall earns the transaction bonus, such bonus represents the full annual bonus for the 2023 calendar year.

 On
May 30, 2023, Ms. Hall was granted awards under the 2018 Plan for 10,000 stock options (the "Hall Options") at an exercise
price of $6.0. The Hall Options vest and become exercisable ratably in eight installments over a period of two years, with one-eighth
of the Hall Options vesting each fiscal quarter commencing on September 30, 2023, subject to continued service, and shall vest in full
upon a Change in Control (as defined in the 2018 Plan). In addition, Ms. Hall is eligible to participate in such retirement, life insurance,
fringe and other employee benefit plans that the Company maintains for its full-time employees (collectively, the "Benefits"),
and is be eligible to be reimbursed for reasonable documented business expenses. Furthermore, any compensation paid to Ms. Hall will
be subject to clawback as may be required by law or the Company's clawback policy.

 In
the event that Ms. Hall terminates her employment for Good Reason (as defined in the Hall Employment Agreement), or the Company terminates
her employment without Cause (as defined in the Hall Employment Agreement), Ms. Hall is entitled to severance in the form of nine months
of Hall Base Salary continuation, which is increased to twelve months of Hall Base Salary continuation if termination occurs on or after
May 17, 2024, payable in accordance with the Company's normal payroll practices, with the first payment commencing within 45 days
of the termination date. The Hall Employment Agreement also provides (i) that in the event the Company terminates Ms. Hall's employment
without Cause and a Change of Control closes on or prior to June 30, 2024, the Company shall pay or provide to Ms. Hall continuation
of group health benefits for the severance period, and (ii) that the Company, in its sole discretion, may pay Ms. Hall's severance
in a lump sum to the extent permissible under Section 409A of the Internal Revenue Code (the "Code"); provided, however,
in the event Ms. Hall becomes engaged or retained, as an employee, consultant, independent contractor, advisor, or otherwise, on a full-time
basis by the acquirer or an affiliate of the acquirer in such Change of Control within 90 days of her termination of employment, Ms.
Hall will be required to repay the Company her full severance amount, plus any fees or expenses incurred by the Company to collect such
severance payments.

 Katie
Cox

 On
September 21, 2023, the Company entered into an employment agreement (the "Cox Employment Agreement") pursuant to which Ms.
Cox was appointed as Chief Accounting Officer of the Company effective as of July 25, 2023. On April 3, 2024, the Company entered into
an amendment (the "Cox Amendment") with Ms. Cox to the Cox Employment Agreement. Ms. Cox's annual base salary is $225,000
(the "Cox Base Salary"). Pursuant to the Cox Employment Agreement, Ms. Cox is eligible to participate in such retirement,
life insurance, fringe and other employee benefit plans that the Company maintains for its full-time employees, and is eligible to be
reimbursed for reasonable documented business expenses. Furthermore, any compensation paid to Ms. Cox will be subject to clawback as
may be required by the Company's clawback policy.

 In
the event that Ms. Cox terminates her employment for Good Reason (as defined in the Cox Employment Agreement) or the Company terminates
her employment without Cause (as defined in the Cox Employment Agreement), Ms. Cox will be entitled to severance in the form of three
months of the Cox Base Salary and continuation of group health benefits during the severance period. The Cox Amendment (i) provides that
in the event the Company terminates Ms. Cox's employment without Cause (as defined in the Cox Employment Agreement), including
due to a Change in Control (as defined in the Cox Employment Agreement) that occurs on or prior to June 30, 2024, and the orderly wind-down
and liquidation of the Company following such Change in Control, Ms. Cox will be entitled to severance in the form of nine months of
the Cox Base Salary to be paid in one lump sum within 60 days of Ms. Cox's termination date and continuation of the Cox Benefits;
(ii) provides her with a $25,000 transaction bonus ("Cox Transaction Bonus") in the event the Transaction closes on or prior
to June 30, 2024 and Ms. Cox satisfies certain enumerated conditions such as Ms. Cox's devoted contribution to a successful completion
of the Transaction, continued employment with the Company, its successor or acquiror through the closing date of the Transaction and
the payment date, compliance with any restrictive covenants set forth in the Cox Employment Agreement or any other written agreement
with the Company or its affiliate, and execution and non-revocation of a release of claims, and if requested by the Company, her agreement
to provide customary transition services to the Company; and (iii) provides her with a $50,000 retention bonus ("Cox Retention
Bonus") subject to Ms. Cox's continued employment with the Company though the closing date of a subsequent Change of Control,
continued employment with the Company through the orderly wind-down and liquidation of the Company following such subsequent Change of
Control and compliance with any restrictive covenants, and if requested by the Company, her agreement to enter into, and continued compliance
with the terms of, a suitable consulting agreement with the Company.

 Prior
to her appointment as Chief Accounting Officer, Ms. Cox served as the Company's Head of Financial Planning and Analysis since June
2022. On May 18, 2023, Ms. Cox entered into a retention agreement with the Company (the "Cox Retention Agreement"), pursuant
to which Ms. Cox received a $50,000 bonus on December 31, 2023. The Cox Amendment terminated the Cox Retention Agreement.

 Craig
Sheehan

 The
Company and Mr. Sheehan entered into an employment agreement (the "Sheehan Employment Agreement"), dated June 2, 2021 (the
"Sheehan Effective Date"), pursuant to which Mr. Sheehan serves as the Company's Chief Commercial Officer. Mr. Sheehan's
annual base salary is $250,000. The Sheehan Employment Agreement provides that Mr. Sheehan shall have an annual target cash bonus opportunity
of no less than 50% of his base salary (the "Sheehan Bonus") based on the achievement of Company and individual performance
objectives to be determined in good faith by the Board of Directors and in consultation with Mr. Sheehan. Mr. Sheehan was not awarded
a bonus for the year ended December 31, 2022. Furthermore, any compensation paid to Mr. Sheehan will be subject to clawback as may be
required by law or the Company's clawback policy.

 The
initial term of the Sheehan Employment Agreement was one year, with automatic one-year renewals, unless either party provides written
notice of a non-renewal in accordance with the terms of the Sheehan Employment Agreement (the "Sheehan Term").

 Mr.
Sheehan is also entitled to certain other benefits consistent with those provided to other senior executives of the Company. In addition,
effective as of the Sheehan Effective Date, Mr. Sheehan was granted awards under the Company's 2018 Equity Incentive Plan (the
"2018 Plan") for 1,000 stock options (the "Sheehan Options") at an exercise price of $80.50 per share, and 1,000
restricted shares of the Company's common stock (the "Sheehan Shares"). The Sheehan Options and the Sheehan Shares
vest and become exercisable ratably over three years from June 30 of each year commencing on June 30, 2022, subject to continued service,
and shall vest in full upon a Change in Control (as defined in the 2018 Plan).

 In
the event that Mr. Sheehan terminates his employment for Good Reason (as defined in the Sheehan Employment Agreement) or the Company
terminates his employment without Cause (as defined in the Sheehan Employment Agreement), Mr. Sheehan will be entitled to severance in
the form of six months of the Sheehan Base Salary, continuation of group health benefits during the severance period, any annual bonus
for the year prior to the year in which his employment terminates, and a prorated annual bonus for the year in which his employment terminates.
On April 3, 2024, the Company entered into an amendment (the "Sheehan Amendment") with Mr. Sheehan to the Sheehan Employment
Agreement. The Sheehan Amendment (i) provides him with a $35,000 bonus in the event his employment is terminated by the Company without
Cause (as defined in the Sheehan Employment Agreement), following a Change of Control (as defined in the Sheehan Employment Agreement)
that closes on or prior to June 30, 2024, and (ii) provides that the Company, in its sole discretion, may pay Mr. Sheehan's severance
in a lump sum to the extent permissible under Section 409A of the Code; provided, however, in the event Mr. Sheehan becomes engaged or
retained, as an employee, consultant, independent contractor, advisor, or otherwise, on a full-time basis by the acquirer or an affiliate
of the acquirer in such Change of Control within 90 days of his termination of employment, Mr. Sheehan will be required to repay the
Company his full severance amount, plus any fees or expenses incurred by the Company to collect such severance payments.

 On
June 1, 2023, the Company entered into a bonus agreement with Mr. Sheehan (the "Sheehan Bonus Agreement"), pursuant to which
Mr. Sheehan was eligible to receive a bonus of up to $200,000 during 2023 (the "Sheehan 2023 Bonus") subject to his continued
employment and compliance with the restrictive covenants set forth in the Sheehan Employment Agreement. Mr. Sheehan was paid the first
tranche of the Sheehan 2023 Bonus in the amount of $50,000 on July 15, 2023 and was paid the remaining portion of the Sheehan 2023 Bonus
in the amount of $150,000 on December 31, 2023.

 Bret
Scholtes

 Mr.
Scholtes resigned from his roles as the Company's President and Chief Executive Office and a member of the Board of Directors on
June 9, 2023. The Company and Mr. Scholtes had previously entered into an employment agreement (the "Scholtes Employment Agreement"),
effective on January 6, 2021 (the "Scholtes Effective Date"), pursuant to which Mr. Scholtes' most recent annual base
salary was $412,000. The Scholtes Employment Agreement provided that Mr. Scholtes would have an annual target cash bonus opportunity
of no less than his annual base salary based on the achievement of Company and individual performance objectives to be determined in
good faith by the Board of Directors in advance and in consultation with Mr. Scholtes. Mr. Scholtes was not awarded a bonus for the year
ended December 31, 2023.

 The
initial term of the Scholtes Employment Agreement was through December 31, 2023, with automatic one-year renewals, unless either party
provides written notice of a non-renewal in accordance with the terms of the Scholtes Employment Agreement. The Scholtes Employment Agreement
also included standard benefits, as well as customary non-compete, non-solicitation, intellectual property assignment and confidentiality
provisions that are customary in the Company's industry.

 In
addition, effective as of the Scholtes Effective Date, Mr. Scholtes was granted an award of a number of stock options equal to 1% of
the issued and outstanding number of shares of the Company's common stock (the "Stock Options") pursuant to the Company's
2018 Plan, at an exercise price equal to the closing price of the Company's common stock on the Scholtes Effective Date. One-third
of the Stock Options vested and became exercisable the first anniversary of the Scholtes Effective Date, and the balance of the Stock
Options vest ratably in equal installments for the 24 months thereafter, subject to continued service, and shall vest in full upon a
Change in Control (as defined in the 2018 Plan). Additionally, the Company granted unvested shares of common stock in an amount equal
to1% of the number of shares of Company common stock issued and outstanding on the Scholtes Effective Date (the "Stock Grant")
to Mr. Scholtes under the 2018 Plan. The shares underlying the Stock Grant became vested in full on January 6, 2022. All options granted
to Mr. Scholtes have expired or were otherwise forfeited by Mr. Scholtes.

 Outstanding
Equity Awards as of December 31, 2023

 The
following table provides information regarding outstanding stock options and restricted stock unit awards held by each of our named executive
officers that were outstanding as of December 31, 2023. There were no stock awards or other equity awards outstanding as of December
31, 2023.

 Option Awards

 Stock Awards

 Name

 Number of Securities Underlying Unexercised Options (#) (Exercisable)

 Number of Securities Underlying Unexercised Options (#) (Unexercisable)

 Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

 Option Exercise Price ($)

 Option Expiration
 Date

 Number of Shares or Units of Stock That Have Not Vested (#)

 Market Value of Shares or Units of Stock That Have Not Vested ($)

 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)

 Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)

 Jan Hall

 2,500

 7,500
 (1)

 -

 -

 -

 -

 -

 -

 -

 Craig Sheehan

 (2)

 -

 80.50

 6/2/2031

 (3)

 $
 1,778

 -

 -

 Katie Cox

 -

 -

 -

 -

 -

 -

 -

 -

 -

 (1)
One-eighth of the shares subject to the option vested on September 30, 2023, one-eighth of the shares subject to the option vested on
December 31, 2023 and the remainder of the stock options will vest in one-eighth increments every fiscal quarter.

 (2)
One-third of the stock options vested on June 30, 2022, one-third of the stock options vested on June 30, 2023 and the remainder of the
stock options shall vest on June 30, 2024.

 (3)
"RSUs" related to 1,000 shares of the Company's common stock were granted to Mr. Sheehan on June 2, 2021 under the
Company's 2018 Plan. The RSUs, subject to Mr. Sheehan's continued employment, vested 33.3% on June 30, 2022, 33.3% on June
30, 2023, and the remainder vest on June 30, 2024.

Compensation

 Only
independent directors receive compensation for their service on the Board of Directors. The Company accrued or paid compensation to its
directors for serving in such capacity during the fiscal year ended December 31, 2023, as shown in the table below.

 Cash Fees

 Option Awards (1)

 Total

 Mark Goldstone

 $
 72,500

 $
 2,599

 $
 75,099

 Robert Weingarten

 $
 110,000

 $
 2,599

 $
 112,599

 Donald A. Gagliano

 $
 25,000

 $
 2,599

 $
 27,599

 Michaela Griggs

 $
 25,000

 $
 2,599

 $
 27,599

 (1)
On December 5, 2019, the Board of Directors adopted a director compensation program for the Company's independent directors consisting
of both cash and equity compensation, beginning in 2020. In May 2023, the Board of Directors adopted a director compensation program
for the Company's independent directors who serve on the investment banking committee consisting of cash compensation.

 Cash
Compensation (payable quarterly)

 Board
 service (independent members) - $20,000 per year

 Chair
 of the Board -$60,000 per year (additional to board service compensation)

 Chair
 of the Audit Committee – additional $10,000 per year

 Chair
 of the Compensation Committee – additional $5,000 per year

 Member
 of the Audit Committee – additional $5,000 per year

 Member
 of the Compensation Committee – additional $2,500 per year

 Chair
 of the Nominating and Corporate Governance Committee – additional $7,500 per year (established in October 2021)

 Member
 of the Nominating and Corporate Governance Committee – additional $2,500 per year (established in October 2021)

 Chair
 of the Investment Banking Committee – additional $5,000 per month, commencing on June 1, 2023

 Member
 of the Investment Banking Committee – additional $5,000 per month, commencing on June 1, 2023

 Equity
Compensation

 Initial
 grant for new director – five-year stock option to purchase 833 shares of Company common stock at the closing price of the
 Company's common stock on the grant date, vesting 50% on the grant date and the remainder vesting 12.5% on the last day of
 each subsequent calendar quarter-end until fully vested, subject to continued service.

 Annual
 grant – five-year stock option to purchase 334 shares of Company common stock granted on the earlier of the date of the Company's
 annual meeting of stockholders or the last business day of the month ending June 30, vesting 12.5% on the last day of each subsequent
 calendar quarter-end until fully vested, subject to continued service.

 For
2023, stock option awards issued to members of the Company's Board of Directors had an exercise price of $7.78 per share, which
was the closing price of our stock on Nasdaq on the grant date of such shares.

 Securities
authorized for issuance under equity compensation plans

 The
following table provides information relating to our equity compensation plans as of December 31, 2023.

 Equity Compensation Plans

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted average exercise price of outstanding options

 Number of securities remaining available for future issuance

 Equity compensation plans approved by security holders

 22,748

 $
 77.72

 177,252

 Equity compensation plans not approved by security holders

 1,835

 -

 -

 Total

 24,583

 177,252

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The
following table sets forth certain information regarding beneficial ownership of shares of our common stock as of April 25, 2024 by (i)
each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named
executive officers, and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named
in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property
laws, where applicable.

 Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power
with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days of April 25, 2024,
pursuant to the exercise of options or warrants, are deemed to be outstanding for the purpose of computing the percentage ownership of
such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person
shown in the table. Percentage of ownership is based on 1,284,156 shares of common stock outstanding on April 25, 2024. In computing
the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding
all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable
or releasable or that will become exercisable or releasable within 60 days of April 25, 2024. We did not deem these shares outstanding,
however, for the purpose of computing the percentage ownership of any other person.

 Except
as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with
respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders.
Unless otherwise indicated, the address for each director and executive officer listed is: c/o Guardion Health Sciences, Inc., 2925 Richmond
Avenue, Suite 1200, Houston, Texas 77098.

 Beneficial Owner

 Shares of Common Stock
 Beneficially Owned

 Percentage

 Directors and Executive Officers:

 Bret Scholtes (1)

 8,363

 *
 %

 Robert N. Weingarten (2)

 8,850

 *
 %

 Mark Goldstone (3)

 5,476

 *
 %

 Donald A. Gagliano (4)

 1,143

 *
 %

 Michaela Griggs (5)

 1,303

 *
 %

 Jeffrey Benjamin

 -

 *
 %

 Craig Sheehan (6)

 1,332

 *
 %

 Jan Hall (7)

 3,750

 *
 %

 Katie Cox

 -

 *
 %

 All Officers and Directors as a Group (9 persons) (8)

 21,854

 18.92
 %

 5% or Greater Shareholders:

 Bradley Radoff (9)
 227 Kirby Drive Unit 29L
 Houston, Texas 77098

 243,000

 18.92
 %

 Great Point Capital LLC (10)
 200 West Jackson Blvd.
 Chicago, Illinois 60606

 159,652

 12.43
 %

 Hudson Bay Capital Management LP (11)
 28 Havemeyer Place, 2 nd Floor
 Greenwich, Connecticut 06830

 141,535
 (12)

 9.99
 %

 Intracoastal Capital LLC (13)
 245 Palm Trail
 Delray Beach, Florida 33483

 100,000
 (14)

 7.8
 %

 *
 Less than 1%.

 (1)

 (i) 5,900 shares of common stock; and (ii) 2,463 shares of common stock underlying options. Does not include 595 shares of common
 stock underlying options.

 (2)

 (i) 6,875 shares of common stock and (ii) 1,975 shares of common stock underlying options. Does not include 210 shares of common
 stock underlying options.

 (3)

 (i) 3,501 shares of common stock and (ii) 1,975 shares of common stock underlying options. Does not include 210 shares of common
 stock underlying options.

 (4)

 (i) 555 shares of common stock and (ii) 588 shares of common stock underlying options. Does not include 210 shares of common stock
 underlying options.

 (5)

 1,303 shares of common stock underlying options. Does not include 210 shares of common stock underlying options.

 (6)

 (i) 666 shares of common stock and (ii) 666 shares of common stock underlying options. Does not include 334 shares of common stock
 underlying options and 666 restricted stock units.

 (7)

 3,750 shares of common stock underlying options. Does not include 6,250 shares of common stock underlying options.

 (8)

 10,258 shares of common stock underlying options held by all directors and officers as a group. Does not include 7,423 shares of
 common stock underlying options held by all directors and officers as a group.

 (9)

 Based
 on a Form 4 filed by Bradley Louis Radoff and the Radoff Family Foundation ("Radoff") on January 11, 2023, Radoff holds
 243,000 shares of common stock, consisting of 217,900 shares of common stock owned directly by Bradley Louis Radoff and 25,100 shares
 of common stock owned by the Radoff Family Foundation.

 (10)

 Based
 on a Form 3 filed with the SEC by Great Point Capital LLC ("GPC") on April 3, 2024.

 (11)

 to the Schedule 13G/A filed by Hudson Bay Capital Management LP ("Hudson Bay") on February 5, 2024 (the "Hudson
 Bay 13G"), Sandra Gerber serves as the investment manager of Hudson Bay and has voting control and investment discretion over
 the securities reported herein that are held by Hudson Bay. As a result, Ms. Gerber may be deemed to have beneficial ownership (as
 determined under Section 13(D) of the Exchange Act) of the securities reported herein that are held by Hudson Bay. Ms. Gerber disclaims
 beneficial ownership of these securities. The address of Hudson Bay is 28 Havemeyer Place, 2 nd Floor, Greenwich, Connecticut
 06830.

 (12)

 to the Hudson Bay 13G, this amount represents warrants to purchase up to 141,535 shares of common stock. The warrants contain an
 ownership limitation such that the holder may not exercise such warrants to the extent that such exercise would result in the holder's
 beneficial ownership being in excess of 9.99% of the Company's issued and outstanding common stock together with all shares
 owned by the holder and its affiliates.

 (13)

 to the Schedule 13G/A filed by Intracoastal Capital LLC ("Intracoastal") on February 6, 2024 (the "Intracoastal
 13G"), Mitchell P. Kopin and Daniel B. Asher, each of whom are managers of Intracoastal, have shared voting control and investment
 discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be
 deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities reported herein that
 are held by Intracoastal. The address of Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.

 (14)

 to the Intracoastal 13G, this amount represents warrants to purchase up to 100,000 shares of common stock. The warrants contain an
 ownership limitation such that the holder may not exercise such warrants to the extent that such exercise would result in the holder's
 beneficial ownership being in excess of 9.99% of the Company's issued and outstanding common stock together with all shares
 owned by the holder and its affiliates.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 During
the fiscal years ended December 31, 2023 and December 31, 2022 we were not a party to any transactions in which the amount involved in
the transaction exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal
years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock
or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other
than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual
Report.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 The
aggregate fees billed to the Company by Weinberg & Company, P.A., the Company's independent registered public accounting firm,
for the indicated services for each of the last two fiscal years were as follows:

 Years Ended December 31,

 2023

 2022

 Audit Fees

 $
 230,641

 $
 192,135

 Audit-Related Fees

 -

 -

 Tax Fees

 62,703

 103,863

 All Other Fees

 2,700

 35,060

 Total

 $
 296,044

 $
 331,058

 As
used in the table above, the following terms have the meanings set forth below.

 Audit
Fees

 Audit
fees represent fees for professional services provided in connection with the audit of the Company's annual financial statements
and the review of its financial statements included in the Company's Quarterly Reports on Form 10-Q, and services that are normally
provided in connection with statutory or regulatory filings.

 Audit-Related
Fees

 Fees
not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance
of the audit of the financial statements.

 Tax
Fees

 Tax
fees represent fees for professional services related to tax compliance, tax advice and tax planning.

 All
Other Fees

 Other
fees represent fees for service related primarily to our filing of certain registration statements in connection with capital raising
transactions.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 (a)(3)
Exhibits:

 See item 15(b) below.

 (b)

 Exhibits.

TO EXHIBITS

 Exhibit
 No.

 Description

 3.1

 Delaware Certificate of Incorporation and amendment thereto (filed with the Company's Registration Statement on Form S-1 filed with the SEC on February 11, 2016 and incorporated herein by reference)

 3.2

 Certificate of Amendment to Certificate of Incorporation (filed with the Company's Current Report Form 8-K on February 1, 2019 and incorporated herein by reference)

 3.3

 Certificate of Amendment to Certificate of Incorporation (filed with the Company's Current Report on Form 8-K filed with the SEC on December 10, 2019 and incorporated herein by reference)

 3.4

 Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on October 22, 2019)

 3.5

 Amendment No. 1 to Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on February 14, 2022)

 3.6

 Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on January 6, 2023)

 3.7

 Certificate of Designation of Series C Convertible Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on December 2, 2022)

 3.8

 Certificate of Designation of Series D Convertible Redeemable Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on December 2, 2022)

 4.1**

 Description of Securities (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2024)

 4.2

 Form of Series A/B Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 23, 2022)

 4.3

 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 23, 2022)

 4.4

 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the SEC on February 23, 2022)

 4.5

 Warrant Agency Agreement dated as of February 23, 2022, by and between Guardion Health Sciences, Inc., and V Stock Transfer, LLC (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed with the SEC on February 23, 2022)

 10.1+

 Form of Indemnification Agreement (filed with the Company's Registration Statement on Form S-1 filed with the SEC on February 11, 2016 and incorporated herein by reference)

 10.2

 Intellectual Property Assignment Agreement with David W. Evans and VectorVision, Inc. dated as of September 29, 2017 (filed with the Company's Current Report on Form 8-K on October 5, 2017 and incorporated herein by reference)

 10.3

 Consulting Agreement with David W. Evans dated as of September 29, 2017 (filed with the Company's Current Report on Form 8-K on October 5, 2017 and incorporated herein by reference)

 10.4+

 Guardion Health Sciences, Inc. 2018 Equity Incentive Plan (filed with the Company's Definitive Proxy Statement on Schedule 14A on October 22, 2018 and incorporated herein by reference)

 10.5

 Warrant Agreement, including form of Warrant, made as of August 15, 2019, between the Company and Vstock Transfer LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 19, 2019)

 10.6

 Warrant Agreement, including form of Series B Warrant, made as of October 30, 2019, between the Company and Vstock (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 31, 2019)

 10.7+

 Employment Agreement, by and between the Company and Bret Scholtes (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 29, 2020)

 10.8

 Equity Purchase Agreement, dated May 18, 2021, by and among the Company, Adare Pharmaceuticals, Inc., and Activ Nutritional, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 21, 2021)

 10.9+

 Employment Agreement by and between the Company and Jeffrey Benjamin dated July 29, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2021)

 10.10+

 Employment Agreement by and between the Company and Craig Sheehan dated June 1, 2021 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 16, 2021)

 10.11

 Lease Termination Agreement by and between the Company and Cal-Sorrento, Ltd. dated September 22, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 23, 2021)

 10.12

 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 23, 2022)

 10.13

 Placement Agency Agreement dated as of February 18, 2022, by and among Guardion Health Sciences, Inc., Roth Capital Partners, LLC and Maxim Group LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on February 23, 2022)

 10.14+

 Amendment to the 2018 Equity Incentive Plan (incorporated by reference to Appendix A of the Company's definitive proxy statement on Schedule 14A filed with the SEC on April 21, 2022)

 10.15

 Form of Securities Purchase Agreement dated November 29, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 2, 2022)

 10.16

 Form of Registration Rights Agreement dated November 29, 2022 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on December 2, 2022)

 10.17

 Form of Side Letter dated November 29, 2022 (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC on December 2, 2022)

 10.18+

 Employment Agreement by and between the Company and Janet Hall dated May 28, 2023 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on May 30, 2023)

 10.19+

 Bonus Agreement by and between the Company and Craig Sheehan dated June 1, 2023 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on June 5, 2023)

 10.20+

 Retention Agreement dated as of May 18, 2023 by and between Guardion Health Sciences, Inc. and Katherine Cox (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on July 31, 2023)

 10.21+

 Employment Agreement dated as of September 21, 2023 by and between Guardion Health Sciences, Inc. and Katie Cox (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on September 26, 2023)

 10.22

 Equity Purchase Agreement by and among Doctor's Best Inc., Activ Nutritional, LLC, Viactiv Nutritionals, Inc. and Guardion Health Sciences, Inc. dated as of January 30, 2024 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on January 31, 2024)

 10.23

 Amendment to Employment Agreement, dated as of April 3, 2024, by and between Guardion Health Sciences, Inc. and Janet Hall (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on April 9, 2024)

 10.24

 Amendment to Employment Agreement, dated as of April 3, 2024, by and between Guardion Health Sciences, Inc. and Katie Cox (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC on April 9, 2024)

 10.25

 Amendment to Employment Agreement, dated as of April 3, 2024, by and between Guardion Health Sciences, Inc. and Craig Sheehan (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC on April 9, 2024)

 21.1**

 List of Subsidiaries

 23.1**

 Consent of Weinberg & Company, P.A.

 24.1**

 Power of Attorney (included on signature page hereto)

 31.1*

 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1**

 Guardion Health Sciences, Inc. Clawback Policy

 101.INS*

 101.SCH*

 101.CAL*

 101.LAB*

 101.PRE*

 101.DEF*

 104*

 Cover
 Page Interactive Data File – the cover page of the Registrant's Annual Report on Form 10-K for the fiscal year ended

 *
Filed herein

 **
Previously filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed
with the SEC on March 29, 2024, which is being amended hereby

 +
Indicates a management contract or any compensatory plan, contract or arrangement.

 SIGNATURES

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 Date:
 April 29, 2024

 GUARDION
 HEALTH SCIENCES, INC.

 By:

 /s/
 Jan Hall

 Name:
 Jan Hall

 Title:
 Chief Executive Officer

 (Principal
 Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Jan Hall

 Chief
 Executive Officer and President

 April

 Jan
 Hall

 (Principal
 Executive Officer)

 /s/
 Katie Cox

 Chief
 Accounting Officer

 April

 Katie
 Cox

 (Principal
 Financial and Accounting Officer)

 /s/
 Robert N. Weingarten

 Chairman
 of the Board of Directors

 April

 N. Weingarten

 /s/
 Mark Goldstone

 April

 Mark
 Goldstone

 /s/
 Donald A. Gagliano

 April

 Donald
 A. Gagliano

 /s/
 Michaela Griggs

 April

 Michaela
 Griggs