Form 424B5 Guardion Health Sciences

Filedpursuant to Rule 424(b)(5)

RegistrationStatement No. 333-248895

PROSPECTUSSUPPLEMENT

(ToProspectus Dated September 24, 2020)

GuardionHealth Sciences, Inc.

Upto $25,000,000

CommonStock

Wehave entered into an equity distribution agreement (the “Sales Agreement”) with Maxim Group LLC (“Maxim”) andRoth Capital Partners, LLC (“Roth”, or collectively with Maxim, the “Distribution Agents”), dated January 28,2022, relating to the sale of shares of our common stock offered by this prospectus supplement and the accompanying prospectus. Asof the date of this prospectus supplement, we have issued and sold an aggregate of 7,608,674 shares of our common stock, par value $0.001per share, for aggregate gross proceeds of approximately $35,000,000 pursuant to Sales Agreements under a Registration Statement on FormS-3 (File No. 333-248895) (the “Registration Statement”), utilizing prior prospectus supplements dated January 8, 2021 andJanuary 28, 2021. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregateoffering price of up to $25,000,000 from time to time through a Distribution Agent, acting as agent under this prospectus supplementand the accompanying prospectus.

Salesof our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by any method permitted thatis deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “SecuritiesAct”). If we and the Distribution Agents agree on any method of distribution other than sales of shares of our common stock intoThe Nasdaq Capital Market or another existing trading market in the United States at market prices, we will file a further prospectussupplement providing all information about such offering as required by Rule 424(b) under the Securities Act. The Distribution Agentsare not required to sell any specific amount, but will act as our sales agent using commercially reasonable efforts consistent with itsnormal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

TheDistribution Agents will be entitled to a shared commission equal to 3.5% of the gross sales price per share sold. In connection withthe sale of shares of common stock on our behalf, each of the Distribution Agents will be deemed to be an “underwriter” withinthe meaning of the Securities Act and the compensation of the Distribution Agents will be deemed to be underwriting commissions or discounts.We have also agreed to provide indemnification and contribution to the Distribution Agents with respect to certain liabilities, includingliabilities under the Securities Act.

Ourcommon stock is listed on The Nasdaq Capital Market under the symbol “GHSI.” January 20, 2022, the last reported sale priceof our common stock on The Nasdaq Capital Market was $0.55 per share.

Investingin our common stock involves risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement and the risksand uncertainties described in the documents we file with the Securities and Exchange Commission that are incorporated in this prospectussupplement by reference for certain risks and uncertainties relating to an investment in our common stock.

Neitherthe Securities and Exchange Commission, nor any state securities commission, nor any other regulatory body has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representationto the contrary is a criminal offense.

Thisprospectus supplement is dated January 28, 2022.

TABLEOF CONTENTS

ProspectusSupplement

Prospectus

Wehave not, and the Distribution Agents have not, authorized anyone to provide you with information different from that contained or incorporatedby reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus we prepare or authorize, and neitherwe nor the Distribution Agents take any responsibility for any other information that others may give you. This prospectus supplementis not an offer to sell, nor is it a solicitation of an offer to buy, the securities in any jurisdiction where the offer or sale is notpermitted. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus, or any freewriting prospectus is accurate as of any date other than the date on the front cover of those documents, or that the information containedin any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardlessof the time of delivery of this prospectus supplement or any sale of our securities. Our business, financial condition, results of operationsand prospects may have changed since those dates.

ABOUTTHIS PROSPECTUS SUPPLEMENT

Thisprospectus supplement and the accompanying prospectus relate to the offering of our common stock. Before buying any of the common stockthat we are offering, you should carefully read this prospectus supplement, the accompanying prospectus, the information and documentsincorporated herein by reference and the additional information under the heading “Where You Can Find More Information” and“Incorporation of Documents by Reference.” These documents contain important information that you should consider when makingyour investment decision.

Thisprospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-248895) that wefiled with the Securities and Exchange Commission, or SEC, and that was declared effective by the SEC on September 24, 2020. Under thisshelf registration process, we may, from time to time, offer common stock, preferred stock, debt securities, warrants, rights and units,of which this offering is a part.

Thisdocument is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock andalso adds, updates and changes information contained in the accompanying prospectus and the documents incorporated herein by reference.The second part is the accompanying prospectus, which provides more general information about our common stock and other securities thatdo not pertain to this offering of common stock. If information in this prospectus supplement is inconsistent with the accompanying prospectus,you should rely on the information in this prospectus supplement. To the extent there is a conflict between the information containedin this prospectus supplement, on the one hand, and the information contained in any document incorporated by reference in this prospectussupplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documentsis inconsistent with a statement in another document having a later date—for example, a document incorporated by reference intothis prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement.

Youshould rely only on the information contained in, or incorporated by reference into this prospectus supplement and in any free writingprospectus that we may authorize for use in connection with this offering. We have not, and the Distribution Agents have not, authorizedany other person to provide you with different information. If anyone provides you with different or inconsistent information, you shouldnot rely on it. We are not, and the Distribution Agents are not, making an offer to sell or soliciting an offer to buy our securitiesin any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is notqualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearingin this prospectus supplement, the documents incorporated by reference into this prospectus supplement, and in any free writing prospectusthat we may authorize for use in connection with this offering, is accurate only as of the date of those respective documents. Our business,financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement,the documents incorporated by reference into this prospectus supplement, and any free writing prospectus that we may authorize for usein connection with this offering, in their entirety before making an investment decision. You should also read and consider the informationin the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find MoreInformation” and “Incorporation of Documents by Reference.”

Weare offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. Thedistribution of this prospectus supplement and the offering of the common stock in certain jurisdictions may be restricted by law. Personsoutside the United States who come into possession of this prospectus supplement must inform themselves about, and observe any restrictionsrelating to, the offering of the common stock and the distribution of this prospectus supplement outside the United States. This prospectussupplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securitiesoffered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offeror solicitation.

Referencesin this prospectus supplement to “Guardion,” “we,” “us,” “our,” “our Company,”or “the Company” mean Guardion Health Sciences, Inc., a Delaware corporation, and its consolidated subsidiaries, unless westate otherwise or the context indicates otherwise.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus supplement and the accompanying prospectus, including the documents that we incorporate by reference, contain forward-lookingstatements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended(the “Exchange Act”). Any statements in this prospectus and any accompanying prospectus supplement about our expectations,beliefs, plans, or intentions regarding our product development and commercialization efforts, research and development efforts, business,financial condition, results of operations, strategies or prospects, and other similar matters are not historical facts and are forward-lookingstatements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,”“expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.”For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industryranking, plans and objectives of management, markets for our common stock and future management and organizational structure are allforward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertaintiesand assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results,levels of activity, performance or achievements expressed or implied by any forward-looking statement.

Anyforward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectus supplementand the accompanying prospectus. Some of the risks, uncertainties and assumptions that could cause actual results to differ materiallyfrom estimates or projections contained in the forward-looking statements include, but are not limited to:

Theforegoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-lookingstatements. You should read this prospectus supplement and the accompanying prospectus and the documents that we reference herein andtherein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understandingthat our actual future results may be materially different from what we expect. You should assume that the information appearing in thisprospectus supplement, the accompanying prospectus, and any future accompanying prospectus supplement is only accurate as of the dateon the front cover of this prospectus supplement or such accompanying prospectus. Because the risk factors referred to on pages 8-10of this prospectus supplement, page 5 of the accompanying prospectus and incorporated herein by reference, could cause actualresults or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you shouldnot place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on whichit is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstancesafter the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time,and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our businessor the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in anyforward-looking statements. We qualify all of the information presented in this prospectus supplement and the accompanying prospectus,and particularly our forward-looking statements, by these cautionary statements.

PROSPECTUSSUPPLEMENT SUMMARY

Thissummary highlights selected information about us, this offering and selected information appearing elsewhere in this prospectus supplement,the accompanying prospectus, and in the documents we incorporate by reference herein and therein. This summary is not complete and doesnot contain all of the information that you should consider before deciding whether to invest in our common stock. You should read thisentire prospectus supplement, and the accompanying prospectus, carefully, including the “Risk Factors” section beginningon page S-6 of this prospectus supplement, the “Risk Factors” section of our most recent Annual Report on Form 10-K, asmay be amended, supplemented or superseded from time to time by other reports we file with the SEC, and our financial statements andthe related notes and the other documents incorporated by reference in this prospectus supplement.

Overview

Weare a clinical nutrition and diagnostics company that develops and distributes clinically supported nutrition, medical foods, supplementsand medical devices. We offer a portfolio of science-based, clinically supported products and devices designed to support healthcareprofessionals and providers, and their patients and consumers.

Wesee opportunities to grow our business and create value by acquiring, developing and distributing condition-specific, clinically provennutrition, medical foods, supplements and diagnostic devices. Our portfolio of science-based, clinically supported products support healthcareprofessionals, their patients, and consumers in achieving health goals.

Ourprofile and focus fundamentally changed with the acquisition of Activ Nutritional, LLC (“Activ”) in June 2021, the ownerand distributor of the Viactiv® line of supplements for bone health, immune health and other applications.

Theacquisition and integration of the Viactiv line of products has changed our financial position, market profile and brand focus, and hasalso expanded our search for additional business opportunities in the short-term, both internal and external.

Webelieve the Activ acquisition adds valuable attributes, including (1) Viactiv’s brand awareness and acceptance from the consumer;(2) experienced management; (3) established distribution networks and relationships; (4) product development potential; and (5) a longtrack record of revenue growth and profitability.

Acquisitionof Activ Nutritional

OnJune 1, 2021, we completed our acquisition of Activ. The acquisition was made pursuant to an Equity Purchase Agreement dated May 18,2021, between us, Adare and Activ. We acquired all of the issued and outstanding equity of Activ from Adare for $26 million in cash,subject to certain adjustments as provided in the Equity Purchase Agreement.

Activowns the Viactiv® line of supplement chews for bone health, immune health and other applications which are currently marketed throughmany of the nation’s largest retailers, including, among others, Walmart (retail and online), Target and Amazon. The Viactiv productlines will be our most prominent product lines for the foreseeable future absent any additional significant acquisitions.

RecentDevelopments

NasdaqNotification of Failure to Satisfy a Continued Listing Rule or Standard

OnJanuary 25, 2022, we receive a notification from Nasdaq related to our failure to maintain a minimum bid price of $1 per share. Basedupon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement. However, the NasdaqListing Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance. Accordingly, if at anytime from the date of this notice until July 25, 2022, the closing bid price our common stock is at least $1 for a minimum of ten consecutivebusiness days, Nasdaq will provide us with written confirmation of compliance and the matter will be closed.

VectorVisionRestructuring

DuringDecember 2021, as part of management’s comprehensive evaluation of the Company’s business in order to focus on those brandsand lines of business that management believes provide the greatest growth opportunities, the Company determined to restructure the operationsof the Company’s VectorVision medical device business. The Company is in the process of substantially winding down the day-to-dayoperations of VectorVision, which is expected to significantly reduce costs, and to instead explore various alternative ways to preserve,manage and exploit the Company’s various related intellectual property rights, including its patents, associated with the VectorVisiontechnology, which rights the Company believes are valuable and marketable. The Company is exploring both domestic and international businessopportunities, such as licensing and distribution arrangements, with experienced parties, which could assist the Company in the economicexploitation of these intellectual property rights. As a result of this change to the VectorVision business strategy, management believesthat it will be able to better focus its efforts and deploy capital to more growth oriented brands and product lines, like Viactiv, andother products in development, that it hopes to expeditiously bring to market in 2022.

NasdaqCompliance

Ourcommon stock begin trading below $1.00 on December 10, 2021 and has closed below $1.00 every trading day since. Nasdaq’s currentcontinued listing rules require a minimum bid price of at least $1.00; if a stock’s bid price closes below $1.00 for a period of30 consecutive business days, it is considered deficient and will receive notification from Nasdaq. The company then has 180 calendardays from notification to regain compliance by maintaining a $1.00 closing bid price for a minimum of ten consecutive business days duringthe 180-day compliance period. Companies listed on or transferring to the Nasdaq Capital Market may be eligible for a second 180 calendar-dayperiod to regain compliance if they meet certain requirements, which could result in a total compliance period to cure a bid price deficiencyof up to 360 calendar days. Accordingly, if our stock continues to trade below $1.00 until January 24, 2022, we will receive a notificationof non-compliance from Nasdaq, if we fail to regain compliance during the period referenced above, our common stock will be subject todelisting from Nasdaq.

SupplyChain Constraints

Wehave been experiencing supply chain constraints due to the COVID-19 pandemic. These constraints began in December 2021 and have continuedinto 2022. These constraints have impacted our ability to obtain inventory to fulfill customer orders for our Viactiv brand and may continueto impact our ability to fulfill customer orders going forward.

CorporateInformation

Ourmailing address is 2925 Richmond Avenue, Suite 1200, Houston, TX 77098. Our telephone number is (800) 873-5141 and our website addressis www.guardionhealth.com. The information on our website is not part of, and should not be construed as being incorporated byreference into, this prospectus supplement and the accompanying prospectus.

THEOFFERING

(1)Based on 24,426,993 shares of common stock outstanding as of January 28, 2022 and excludes:

RISKFACTORS

Aninvestment in our common stock involves a high degree of risk. Prior to making a decision about investing in our common stock, you shouldcarefully consider the risk factors described below and the risk factors discussed in the sections entitled “Risk Factors”contained in our most recent Annual Report on Form 10-K, as may be amended, supplemented or superseded from time to time by other reportswe file with the SEC and incorporated by reference in this prospectus supplement, together with all of the other information containedin this prospectus supplement and the accompanying prospectus. Additional risks and uncertainties not presently known to us, or thatwe currently view as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or thisprospectus supplement and the accompanying prospectus or any additional risks and uncertainties actually occur, our business, financialcondition and results of operations could be materially and adversely affected. In that case, the trading price of our common stock coulddecline and you might lose all or part of your investment.

RisksRelated to our Acquisition of Activ Nutritional

IntegratingActiv’s business with our business may be more difficult, costly, or time-consuming than expected, and we may not realize the expectedbenefits of our acquisition of Activ, which may adversely affect our business, financial condition, and results of operations.

Ifwe experience greater than anticipated costs to integrate, or are not able to successfully integrate, Activ’s business into ouroperations, we may not be able to achieve the anticipated benefits of our acquisition of Activ, including cost savings and other synergiesand growth opportunities. Even if the integration of Activ’s business is successful, we may not realize all of the anticipatedbenefits of our acquisition of Activ during the anticipated time frame, or at all. For example, events outside our control, such as changesin regulations and laws, as well as economic trends, including as a result of the COVID-19 pandemic, could adversely affect our abilityto realize the expected benefits from our acquisition of Activ. An inability to realize the full extent of the anticipated benefits ofour acquisition of Activ could have an adverse effect upon our revenue, level of expenses, and results of operations.

Activmay have liabilities that are not known to us.

Activmay have liabilities that we failed, or were unable, to discover in the course of performing our due diligence investigations in connectionwith our acquisition of Activ. We may learn additional information about Activ that materially and adversely affects us and Activ, suchas unknown or contingent liabilities and liabilities related to compliance with applicable laws. Moreover, Activ may be subject to audits,reviews, inquiries, investigations, and claims of non-compliance and litigation by federal and state regulatory agencies which couldresult in liabilities or other sanctions. Any such liabilities or sanctions, individually or in the aggregate, could have an adverseeffect on our business, financial condition, and results of operations.

Wehave made certain assumptions relating to the Activ acquisition that may prove to be materially inaccurate.

Wehave made certain assumptions relating to the Activ acquisition that may prove to be inaccurate, including as the result of the failureto realize the expected benefits of the Activ acquisition, failure to realize expected revenue growth rates, higher than expected operatingand transaction costs, as well as general economic and business conditions that adversely affect our Company.

RisksRelated to this Offering

Ourmanagement will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds,and the proceeds may not be invested successfully.

Ourmanagement will have broad discretion as to the use of the net proceeds from any offering by us and could use them for purposes otherthan those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regardto the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceedsare being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, returnfor us.

Youmay experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase in the offering.

Theoffering price per share in this offering may exceed the pro forma net tangible book value per share of our common stock outstandingprior to this offering. Assuming that an aggregate of 45,454,545 shares of our common stock are sold at a price of $0.55 per share, thelast reported sale price of our common stock on The Nasdaq Capital Market on January 20, 2022 for aggregate gross proceeds of $25,000,000,and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $0.02per share, representing the difference between our pro forma net tangible book value per share, as adjusted, as of September 30, 2021after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options or warrants could resultin further dilution of your investment. See the section below entitled “Dilution” for a more detailed illustration of thedilution you would incur if you participate in this offering.

Youmay experience future dilution as a result of future equity offerings.

Inorder to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible intoor exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares orother securities in any other offering at a price per share that is less than the price per share paid by any investors in this offering,and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price pershare at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in futuretransactions may be higher or lower than the price per share paid by any investors in this offering.

Salesof a substantial number of our shares of common stock in the public markets, or the perception that such sales could occur, could causeour stock price to fall.

Wemay issue and sell additional shares of commons stock in the public markets, including during this offering. As a result, a substantialnumber of our shares of common stock may be sold in the public market. Sales of a substantial number of our shares of common stock inthe public markets, including during this offering, or the perception that such sales could occur, could depress the market price ofour common stock and impair our ability to raise capital through the sale of additional equity securities.

Becausewe do not currently intend to declare cash dividends on our shares of common stock in the foreseeable future, stockholders must relyon appreciation of the value of our common stock for any return on their investment.

Wehave never paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. We currently intendto retain all of our future earnings, if any, to finance the operation, development and growth of our business. Furthermore, any futuredebt agreements may also preclude us from paying or place restrictions on our ability to pay dividends. As a result, capital appreciation,if any, of our common stock will be your sole source of gain with respect to your investment for the foreseeable future.

Theexercise of our outstanding options and warrants will dilute stockholders and could decrease our stock price.

Theexercise of our outstanding options and warrants may adversely affect our stock price due to sales of a large number of shares or theperception that such sales could occur. These factors also could make it more difficult to raise funds through future offerings of oursecurities, and could adversely impact the terms under which we could obtain additional equity capital. Exercise of outstanding optionsand warrants or any future issuance of additional shares of common stock or other securities, including, but not limited to preferredstock, options, warrants, restricted stock units or other derivative securities convertible into our common stock, may result in significantdilution to our stockholders and may decrease our stock price.

Thecommon stock offered hereby will be sold in an “at the market offering”, and investors who buy shares at different timeswill likely pay different prices.

Investorswho purchase shares in this offering at different times will likely pay different prices, and therefore may experience different outcomesin their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold,and there is no minimum or maximum sales price. Investors may experience a decline in the value of their shares as a result of sharesales made at prices lower than the prices they paid.

Theactual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain.

Subjectto certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a sales notice toeither of the Distribution Agents at any time throughout the term of the Sales Agreement. The number of shares that are sold by a DistributionAgent after delivering a sales notice will fluctuate based on the market price of the common stock during the sales period and limitswe set with the Distribution Agent. Because the price per share of each share sold will fluctuate based on the market price of our commonstock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued by us.

RisksRelated to our Securities and our Business

Wereceived notification from Nasdaq that we are not in compliance with their continued listed requirements due to the closing bid pricefor our common stock for the last 30 consecutive days. Failure to regain compliance could result in our securities being delisted fromNasdaq which could have a material adverse effect on our business and results of operations.

NasdaqNotification of Failure to Satisfy a Continued Listing Rule or Standard

OnJanuary 25, 2022, we receive a notification from Nasdaq related to our failure to maintain a minimum bid price of $1 per share. Basedupon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement. However, the NasdaqListing Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance. Accordingly, if at anytime from the date of this notice until July 25, 2022, the closing bid price our common stock is at least $1 for a minimum of ten consecutivebusiness days, Nasdaq will provide us with written confirmation of compliance and the matter will be closed. Companies listed on or transferringto the Nasdaq Capital Market may be eligible for a second 180 calendar-day period to regain compliance if they meet certain requirements,which could result in a total compliance period to cure a bid price deficiency of up to 360 calendar days. If we fail to regain complianceduring the period referenced above, our common stock will be subject to delisting from Nasdaq, which could have a material adverse effecton our business and results of operations.

Wehave been experiencing supply chain constraint due to the COVID-19 pandemic which have been impacting our business. If we continue tosuffer from these constraints, it could have a material adverse effect on our business and results of operations.

Wehave been experiencing supply chain constraints due to the COVID-19 pandemic. These constraints began in December 2021 and have continuedinto 2022. These constraints have impacted our ability to obtain inventory to fulfill customer orders for our Viactiv brand and may continueto impact our ability to fulfill customer orders going forward which would have a material adverse effect on our business and resultsof operations.

USEOF PROCEEDS

Wemay issue and sell shares of our common stock having aggregate gross sales proceeds of up to $25,000,000 from time to time. Because thereis no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions andproceeds to us, if any, are not determinable at this time.

Weintend to use the net proceeds from this offering for general corporate purposes. We may also use the net proceeds to expand the marketingof our existing products, to develop additional products, and/or invest in or acquire complementary businesses, products, or technologies,although we have no current commitments or agreements with respect to any such investments or acquisitions as of the date of this prospectussupplement. We have not determined the amount of net proceeds to be used specifically for the foregoing purposes or any others we maypursue. As a result, our management will have broad discretion in the use and allocation of the net proceeds and investors will be relyingon the judgment of our management regarding the application of the net proceeds from any sale of the securities. Pending use of the netproceeds, we currently intend to initially invest the proceeds in short-term, investment-grade, interest-bearing instruments and/or securities.

DILUTION

Ifyou invest in this offering, your ownership interest will be diluted to the extent of the difference between the public offering priceper share and the as adjusted net tangible book value per share after giving effect to this offering.

Wecalculate net tangible book value per share by dividing the net tangible book value, which is tangible assets less total liabilities,by the number of outstanding shares of our common stock. Dilution represents the difference between the amount per share paid by purchasersof shares in this offering and the as-adjusted net tangible book value per share of our common stock immediately after giving effectto this offering. Our net tangible book value as of September 30, 2021 was approximately $13,196,582, or $0.54 per share of common stock.

Aftergiving effect to the sale of 45,454,545 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectusin the aggregate amount of $25,000,000 at an assumed offering price of $0.55 per share, the last reported sale price of our common stockon The Nasdaq Capital Market on January 20, 2022, and after deducting commissions and estimated aggregate offering expenses payableby us, our as adjusted net tangible book value as of September 30, 2021 would have been approximately $37,051,582, or $0.53 pershare of common stock. This represents an immediate increase in net tangible book value of $0.01 per share to our existing stockholdersand an immediate dilution in net tangible book value of $0.02 per share to new investors.

Thefollowing table illustrates this dilution on a per share basis:

Thetable above assumes for illustrative purposes that an aggregate of 45,454,545 shares of our common stock are sold pursuant to this prospectussupplement and the accompanying prospectus at a price of $0.55 per share, the last reported sale price of our common stock on The NasdaqCapital Market on January 20, 2022, for aggregate gross proceeds of $25,000,000. The shares sold in this offering, if any, will be soldfrom time to time at various prices. An increase of $0.08 per share in the price at which the shares are sold from the assumed offeringprice of $0.55 per share shown in the table above, assuming all of our common stock in the aggregate amount of $25,000,000 is sold atthat price, would result in an as adjusted net tangible book value per share after the offering of $0.58 per share and would increasethe dilution in net tangible book value per share to new investors in this offering to $0.04 per share, after deducting commissions andestimated aggregate offering expenses payable by us. A decrease of $0.25 per share in the price at which the shares are sold from theassumed offering price of $0.55 per share shown in the table above, assuming all of our common stock in the aggregate amount of $25,000,000is sold at that price, would result in an as adjusted net tangible book value per share after the offering of $0.34 per share and woulddecrease the dilution in net tangible book value per share to new investors in this offering to $0.20 per share, after deducting commissionsand estimated aggregate offering expenses payable by us.

Theabove discussion and table are based on 24,426,993 shares of our common stock outstanding as of September 30, 2021 and excludes the following,all as of September 30, 2021:

Tothe extent that options or warrants are exercised or other derivative securities are exercised or converted into common stock, theremay be further dilution to new investors.

PLANOF DISTRIBUTION

Wehave entered into the Sales Agreement with Maxim and Roth, collectively as the Distribution Agents, dated January 28, 2022, underwhich we may issue and sell shares of our common stock from time to time through either of the Distribution Agents, at our discretion,subject to certain limitations, pursuant to this prospectus supplement and the accompanying prospectus. As of the date of this prospectussupplement, we have issued and sold an aggregate of 7,608,674 shares of our common stock for aggregate gross proceeds of approximately$35,000,000 and net proceeds of approximately $33,950,000 pursuant to the January 2021 Sales Agreement (as defined herein) in the January2021 and February 2021 “at the market offerings”.

Salesof up to $25,000,000 of shares of our common stock, if any, under this prospectus supplement may be made in sales deemed to be an “atthe market offering” as defined in Rule 415 promulgated under the Securities Act. If we and the Distribution Agents agree on anymethod of distribution other than sales of shares of our common stock into The Nasdaq Capital Market or another existing trading marketin the United States at market prices, we will file a further prospectus supplement providing all information about such offering asrequired by Rule 424(b) under the Securities Act. We may instruct the Distribution Agents not to sell our common stock if the sales cannotbe effected at or above the price designated by us from time to time. We or the Distribution Agents may suspend the offering of our commonstock upon notice and subject to other conditions.

Underthe terms of the Sales Agreement, in no event will the Company issue or sell through the Distribution Agents such number or dollar amountof shares of common stock that would (i) exceed the number or dollar amount of shares of common stock registered and available on theRegistration Statement, (ii) exceed the number of authorized but unissued shares of common stock, (iii) exceed the number or dollar amountof shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), or (iv) exceedthe number or dollar amount of common stock for which the Company has filed a prospectus supplement to the Registration Statement.

Eachtime we wish to issue and sell common stock under the Sales Agreement, we will notify one of the Distribution Agents, at our discretion,of the number of shares to be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales maynot be made and other sales parameters as we deem appropriate. Once we have so instructed a Distribution Agent, unless the DistributionAgent declines to accept the terms of the notice, such Distribution Agent has agreed to use its commercially reasonable efforts consistentwith its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of the DistributionAgents under the Sales Agreement to sell our common stock are subject to a number of conditions that we must satisfy. Further, underno circumstances will we deliver a transaction notice to both Distribution Agents concurrently.

Wewill pay the Distribution Agents commissions for their services in acting as agents in the sale of our common stock. The DistributionAgents will be entitled to a shared commission equal to 3.5% of the gross sales price per share sold. Because there is no minimum offeringamount required as a condition to closing this offering, the actual total public offering amount, commissions and proceeds to us, ifany, are not determinable at this time. In addition, we have agreed to reimburse the Distribution Agents for fees and disbursements relatedto its legal counsel in an amount not to exceed $60,000. We have also agreed to reimburse the Distribution Agents for fees and disbursementsrelated to its legal counsel for each quarter for which a bringdown is required an amount not to exceed $3,500. We estimate that thetotal expenses for the offering, excluding compensation payable to the Distribution Agents under the terms of the Sales Agreement, willbe approximately $210,000.

Settlementfor sales of our common stock will occur on the second business day following the date on which any sales are made, or on such earlierday as is then industry practice for regular-way trading, or on some other date that is agreed upon by us and the applicable DistributionAgent in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for fundsto be received in an escrow, trust or similar arrangement.

Inconnection with the sale of the common stock on our behalf, each of the Distribution Agents will be deemed to be an “underwriter”within the meaning of the Securities Act, and the compensation of the Distribution Agents will be deemed to be underwriting commissionsor discounts. We have agreed to provide indemnification and contribution to the Distribution Agents against certain civil liabilities,including liabilities under the Securities Act.

Theoffering pursuant to the Sales Agreement will terminate upon the earlier of (i) the issuance and sale of all shares of our common stocksubject to the Sales Agreement, or (ii) the termination of the Sales Agreement as permitted therein.

Wegranted Maxim a right of first refusal for a period of 12 months from the date of the last sale of shares of common stock pursuant tothe terms of the Sales Agreement dated January 8, 2021 by and between us and Maxim (the “January 2021 Sales Agreement”),to act as book running manager, lead underwriter and/or lead placement agent for any and all future public or private equity, equity-linkedor debt (excluding commercial bank debt) offerings during such 12 month period. The 12 month which period remains in effect until February10, 2022 and will not be extended by virtue of any sales under this Sales Agreement. The Company has not provided any other right offirst refusal as part of this at the market offering to any party.

Thissummary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. Acopy of the Sales Agreement was filed with the SEC as an exhibit to a Current Report on Form 8-K filed on January 28, 2022. See“Where You Can Find More Information” below.

TheDistribution Agents and their respective affiliates may in the future provide various investment banking and other financial servicesfor us and our affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M,the Distribution Agents will not engage in any market making or stabilizing activities involving our common stock while the offeringis ongoing under this prospectus supplement and the accompanying prospectus. Maxim acted as the underwriter for the public offeringsof our securities consummated in October 2019 and August 2019, pursuant to which Maxim received commissions of $670,320 and $467,200,respectively. Maxim also acted as the sole distribution agent in connection with our January and February 2021 “at the market”offerings under the Sales Agreement pursuant to which Maxim received aggregate commissions of $1,050,000.

LEGALMATTERS

Sheppard,Mullin, Richter & Hampton LLP, Los Angeles, California, has passed upon the validity of the common stock offered hereby. EllenoffGrossman & Schole LLP, New York, New York, is counsel for the Distribution Agents in connection with this offering.

EXPERTS

Weinberg& Company, P.A., independent registered public accounting firm, has audited our consolidated financial statements as of December31, 2020 and 2019, and for the years then ended, as set forth in their report thereon, which is incorporated by reference in this prospectussupplement and the accompanying prospectus. Our financial statements are incorporated by reference in reliance on Weinberg & Company,P.A.’s report, given on their authority as experts in accounting and auditing.

WHEREYOU CAN FIND MORE INFORMATION

Weare subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and otherinformation with the SEC. Our SEC filings are also available at the SEC’s website at www.sec.gov.

Thisprospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 filed by us with the SEC underthe Securities Act. As permitted by the SEC, this prospectus supplement and the accompanying prospectus do not contain all the informationin the registration statement filed with the SEC. For a more complete understanding of this offering, you should refer to the completeregistration statement, including the exhibits thereto, on Form S-3 that may be obtained as described above. Statements contained orincorporated by reference in this prospectus supplement and the accompanying prospectus about the contents of any contract or other documentare not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any otherdocument incorporated by reference in the registration statement of which this prospectus supplement forms a part, you should read theexhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document isqualified in its entirety by reference to the actual document.

Wealso maintain a web site at www.guardionhealth.com, through which you can access our SEC filings. The information set forth onour web site is not part of this prospectus supplement or the accompanying prospectus.

INCORPORATIONOF DOCUMENTS BY REFERENCE

Wehave filed a registration statement on Form S-3 with the SEC under the Securities Act. This prospectus is part of the registration statementbut the registration statement includes and incorporates by reference additional information and exhibits. The SEC permits us to “incorporateby reference” the information contained in documents we file with the SEC, which means that we can disclose important informationto you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by referenceis considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information thatwe file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference,in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed withthe SEC, and incorporate by reference in this prospectus:

Wealso incorporate by reference all additional documents that we file with the SEC under the terms of Sections 13(a), 13(c), 14 or 15(d)of the Exchange Act that are made after the date of this prospectus supplement but prior to the termination of the offering of the securitiescovered by this prospectus supplement. We are not, however, incorporating, in each case, any documents or information that we are deemedto furnish and not file in accordance with SEC rules.

Youmay request, and we will provide you with, a copy of these filings, at no cost, by calling us at (800) 873-5141 or by writing to us atthe following address:

GuardionHealth Sciences, Inc.

2925Richmond Avenue, Suite 1200

Houston,TX 77098

Attn:Chief Executive Officer

GuardionHealth Sciences, Inc.

CommonStock

PreferredStock

DebtSecurities

Warrants

Rights

Units

Wemay offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, debt securities,warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individuallyor as units comprised of one or more of the other securities, having an aggregate initial offering price not exceeding $75,000,000.

Thisprospectus provides a general description of the securities we may offer. Each time we sell a particular class or series of securities,we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement and anyrelated free writing prospectus may also add, update or change information contained in this prospectus. We may also authorizeone or more free writing prospectuses to be provided to you in connection with these offerings. You should read carefully thisprospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporatedby reference herein or therein before you invest in any of our securities.

Thespecific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in oneor more supplements to this prospectus. This prospectus may not be used to consummate sales of any of these securities unlessit is accompanied by a prospectus supplement. Before investing, you should carefully read this prospectus and any related prospectussupplement.

Our common stock is presentlylisted on The Nasdaq Capital Market under the symbol “GHSI.” On September 17, 2020, the last reported saleprice of our common stock was $0.2275 per share. The applicable prospectus supplement will contain information, where applicable,as to any other listing on The Nasdaq Capital Market or any securities market or other exchange of the securities, if any, coveredby the prospectus supplement. Prospective purchasers of our securities are urged to obtain current information as to the marketprices of our securities, where applicable

Thesesecurities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters, dealers,or through a combination of these methods on a continuous or delayed basis. See “Plan of Distribution” in thisprospectus. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement.If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is beingdelivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The price tothe public of such securities and the net proceeds we expect to receive from any such sale will also be included in a prospectussupplement.

Theaggregate market value of our outstanding common stock held by non-affiliates was approximately $37,743,778 million which wascalculated based on 85,470,512 shares of outstanding common stock held by non-affiliates as of September 18, 2020, and a priceper share of $0.4416, the closing price of our common stock on August 10, 2020. Pursuant to General Instruction I.B.6 of FormS-3, in no event will we sell securities pursuant to this registration statement with a value more than one-third of the aggregatemarket value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our commonstock held by non-affiliates is less than $75.0 million. In the event that subsequent to the effective date of this registrationstatement, the aggregate market value of our outstanding common stock held by non-affiliates equals or exceeds $75.0 million,then the one-third limitation on sales shall not apply to additional sales made pursuant to this registration statement. We havenot sold any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to, and including,the date of this registration statement.

Investingin our securities involves various risks. See “Risk Factors” contained herein for more information on theserisks. Additional risks will be described in the related prospectus supplements under the heading “Risk Factors.”You should review that section of the related prospectus supplements for a discussion of matters that investors in our securitiesshould consider.

Neitherthe U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities,or passed upon the adequacy or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to thecontrary is a criminal offense.

Thedate of this prospectus is September 24, 2020.

TABLEOF CONTENTS

ABOUTTHIS PROSPECTUS

Thisprospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or SEC, using a“shelf” registration process. Under this shelf registration statement, we may sell from time to time in one or moreofferings of common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities,either individually or as units comprised of a combination of one or more of the other securities in one or more offerings upto a total dollar amount of $75,000,000. This prospectus provides you with a general description of the securities we may offer.Each time we sell any type or series of securities under this prospectus, we will provide a prospectus supplement that will containmore specific information about the terms of that offering.

Thisprospectus does not contain all of the information included in the registration statement. For a more complete understanding ofthe offering of the securities, you should refer to the registration statement, including its exhibits. We may add, update orchange in a prospectus supplement or free writing prospectus any of the information contained in this prospectus or in the documentswe have incorporated by reference into this prospectus. We may also authorize one or more free writing prospectuses to be providedto you that may contain material information relating to these offerings. This prospectus, together with the applicable prospectussupplement, any related free writing prospectus and the documents incorporated by reference into this prospectus and the applicableprospectus supplement, will include all material information relating to the applicable offering. You should carefully read boththis prospectus and the applicable prospectus supplement and any related free writing prospectus, together with the additionalinformation described under “Where You Can Find More Information,” before buying any of the securities beingoffered.

Wehave not authorized any dealer, agent or other person to give any information or to make any representation other than those containedor incorporated by reference in this prospectus, any accompanying prospectus supplement or any related free writing prospectusthat we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporatedby reference in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorizeto be provided to you. This prospectus, the accompanying prospectus supplement and any related free writing prospectus, if any,do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securitiesto which they relate, nor do this prospectus, the accompanying prospectus supplement or any related free writing prospectus, ifany, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom itis unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in thisprospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent tothe date set forth on the front of the document or that any information we have incorporated by reference is correct on any datesubsequent to the date of the document incorporated by reference (as our business, financial condition, results of operationsand prospects may have changed since that date), even though this prospectus, any applicable prospectus supplement or any relatedfree writing prospectus is delivered or securities are sold on a later date.

Wefurther note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement,including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed tobe, nor is it, a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurateonly as of the date when made and subject to such conditions, limitations and restrictions contained in such agreements. Accordingly,such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Thisprospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To theextent there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference,the document with the most recent date will control.

Aspermitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includesadditional information not contained in this prospectus. You may read the registration statement and the other reports we filewith the SEC at the SEC’s web site or at the SEC’s offices described below under the heading “Where You CanFind Additional Information.”

CompanyReferences

Inthis prospectus “the Company,” “we,” “us,” and “our” refer to Guardion HealthSciences, Inc., a Delaware corporation, and its subsidiaries, unless the context otherwise requires.

RISKFACTORS

Aninvestment in our securities involves a high degree of risk. This prospectus contains, and the prospectus supplement applicableto each offering of our securities will contain, a discussion of the risks applicable to an investment in our securities. Priorto making a decision about investing in our securities, you should carefully consider the specific factors discussed under theheading “Risk Factors” in this prospectus and the applicable prospectus supplement, together with all of theother information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by referencein this prospectus. You should also consider the risks, uncertainties and assumptions discussed under Item 1A, “RiskFactors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March30, 2020, and any updates described in our Quarterly Reports on Form 10-Q, all of which are incorporated herein by reference,and may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future and any prospectussupplement related to a particular offering. The risks and uncertainties we have described are not the only ones we face. Additionalrisks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrenceof any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities.

FORWARD-LOOKINGSTATEMENTS

Thisprospectus and any accompanying prospectus supplement, including the documents that we incorporate by reference, contains forward-lookingstatements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) andSection 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this prospectusand any accompanying prospectus supplement about our expectations, beliefs, plans, objectives, assumptions or future events orperformance are not historical facts and are forward-looking statements. These statements are often, but not always, made throughthe use of words or phrases such as “believe,” “will,” “expect,” “anticipate,”“estimate,” “intend,” “plan,” and “would.” For example, statements concerningfinancial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectivesof management, markets for our common stock and future management and organizational structure are all forward-looking statements.Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptionsthat may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forward-looking statement.

Anyforward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectusand any accompanying prospectus supplement. You should read this prospectus and any accompanying prospectus supplement and thedocuments that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectusis part, completely and with the understanding that our actual future results may be materially different from what we expect.You should assume that the information appearing in this prospectus and any accompanying prospectus supplement is accurate asof the date on the front cover of this prospectus or such prospectus supplement only. Because the risk factors referred to onpage 5 of this prospectus and incorporated herein by reference could cause actual results or outcomes to differ materiallyfrom those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on anyforward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertakeno obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statementis made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible forus to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extentto which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-lookingstatements. We qualify all of the information presented in this prospectus and any accompanying prospectus supplement, and particularlyour forward-looking statements, by these cautionary statements.

USEOF PROCEEDS

Exceptas described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currentlyintend to use the net proceeds from the sale of the securities offered under this prospectus for general corporate purposes, includingthe development and commercialization of our products, research and development, general and administrative expenses, business,license or technology acquisitions, and working capital and capital expenditures. We may also use the net proceeds to repay anydebts and/or invest in or acquire complementary businesses, products, or technologies, although we have no current commitmentsor agreements with respect to any such investments or acquisitions as of the date of this prospectus. We have not determined theamount of net proceeds to be used specifically for the foregoing purposes. As a result, our management will have broad discretionin the allocation of the net proceeds and investors will be relying on the judgment of our management regarding the applicationof the proceeds of any sale of the securities. Pending use of the net proceeds, we intend to invest the proceeds in short-term,investment-grade, interest-bearing instruments.

Eachtime we offer securities under this prospectus, we will describe the intended use of the net proceeds from that offering in theapplicable prospectus supplement. The actual amount of net proceeds we spend on a particular use will depend on many factors,including, our future capital expenditures, the amount of cash required by our operations, and our future revenue growth, if any.Therefore, we will retain broad discretion in the use of the net proceeds.

DESCRIPTIONOF CAPITAL STOCK

General

Thefollowing description of our capital stock, together with any additional information we include in any applicable prospectus supplementor any related free writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stockthat we may offer under this prospectus. While the terms we have summarized below will apply generally to any future common stockor preferred stock that we may offer, we will describe the particular terms of any class or series of these securities in moredetail in the applicable prospectus supplement. For the complete terms of our common stock and preferred stock, please refer toour Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and our second amended and restatedbylaws (the “Bylaws”) that are incorporated by reference into the registration statement of which this prospectusis a part or may be incorporated by reference in this prospectus or any applicable prospectus supplement. The terms of these securitiesmay also be affected by Delaware General Corporation Law (the “DGCL”). The summary below and that contained in anyapplicable prospectus supplement or any related free writing prospectus are qualified in their entirety by reference to our Certificateof Incorporation and our amended and restated bylaws.

Asof the date of this prospectus, our authorized capital stock consisted of 250,000,000 shares of common stock, $0.001 par valueper share, and 10,000,000 shares of preferred stock, $0.001 par value per share. Our Board may establish the rights and preferencesof the preferred stock from time to time. As of September 18, 2020, there were 88,327,312 shares of our common stock issued andoutstanding and no shares of preferred stock issued and outstanding.

CommonStock

Weare authorized to issue up to a total of 250,000,000 shares of common stock, par value $0.001 per share. Holders of our commonstock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our commonstock have no cumulative voting rights. All shares of common stock offered hereby will, when issued, be fully paid and nonassessable,including shares of common stock issued upon the exercise of common stock warrants or subscription rights, if any.

Further,holders of our common stock have no preemptive or conversion rights or other subscription rights. Upon our liquidation, dissolutionor winding- up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities andthe liquidation preferences of any of our outstanding shares of preferred stock. Subject to preferences that may be applicableto any outstanding shares of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may bedeclared from time to time by our Board of Directors out of our assets which are legally available. Such dividends, if any, arepayable in cash, in property or in shares of capital stock.

Theholders of a majority of the shares of our capital stock, represented in person or by proxy, are necessary to constitute a quorumfor the transaction of business at any meeting. If a quorum is present, an action by stockholders entitled to vote on a matteris approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, withthe exception of the election of directors, which requires a plurality of the votes cast.

PreferredStock

Ourboard of directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferredstock in one or more series and to fix the designations, powers, preferences, privileges, and relative participating, optional,or special rights as well as the qualifications, limitations, or restrictions of the preferred stock, including dividend rights,conversion rights, voting rights, terms of redemption, and liquidation preferences, any or all of which may be greater than therights of the common stock. Our board of directors, without stockholder approval, can issue convertible preferred stock with voting,conversion, or other rights that could adversely affect the voting power and other rights of the holders of common stock. Preferredstock could be issued quickly with terms calculated to delay or prevent a change of control or make removal of management moredifficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our common stock,and may adversely affect the voting and other rights of the holders of common stock. At present, we have no plans to issue anyshares of preferred stock following this offering.

Anti-TakeoverEffects of Provisions of Delaware State Law

Weare governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicDelaware corporation from engaging in a “business combination” with an “interested stockholder” for aperiod of three years after the date of the transaction in which the person became an interested stockholder, unless:

Ingeneral, Section 203 defines a “business combination” to include mergers, asset sales and other transactions resultingin financial benefit to a stockholder and an “interested stockholder” as a person who, together with affiliates andassociates, owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These provisionsmay have the effect of delaying, deferring or preventing changes in control of our company.

Ourcertificate of incorporation and our bylaws include a number of provisions that could deter hostile takeovers or delay or preventchanges in control of our board of directors or management team, including the following:

Boardof Directors Vacancies. Our bylaws authorize only our board of directors to fill vacant directorships, including newly createdseats. In addition, the number of directors constituting our board of directors will be permitted to be set only by a resolutionadopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing thesize of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with itsown nominees. This will make it more difficult to change the composition of our board of directors and will promote continuityof management.

Abilityof Stockholders to Call Special Meetings. Our Certificate of Incorporation and Bylaws provide that stockholders can only calla special meeting if stockholders holding over 50% of all issued and outstanding shares of the Corporation entitled to vote ata meeting do so.

AdvanceNotice Requirements. Our Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nominationof candidates for election as directors or new business to be brought before meetings of stockholders. These procedures providethat notice of such stockholder proposals must be timely given in writing to the Secretary of the Company prior to the meetingat which the action is to be taken. The notice must contain certain information specified in our Bylaws.

ExclusiveForum Provision. In accordance with an exclusive forum provision set forth in the Bylaws, unless the Company consents in writingto the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forumfor certain state law based actions including certain derivative actions or proceedings brought on behalf of the Company; an actionasserting a breach of fiduciary duty owed by an officer, a director, employee or to the shareholders of the Company; any claimarising under Delaware corporate law; and any action asserting a claim governed by the internal affairs doctrine.

NoCumulative Voting. The Delaware General Corporation Law provides that stockholders are not entitled to cumulate votes in theelection of directors unless a corporation’s certificate of incorporation provides otherwise. Our certificate of incorporationdoes not provide for cumulative voting.

Issuanceof Undesignated Preferred Stock. Our board of directors will have the authority, without further action by our stockholders,to issue up to 10,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designatedfrom time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable ourboard of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer,proxy contest or other means.

Listing

Ourcommon stock is listed on The Nasdaq Capital Market under the trading symbol “GHSI.”

TransferAgent and Registrar

TheTransfer Agent and Registrar for our common stock is VStock Transfer, LLC.

DESCRIPTIONOF DEBT SECURITIES

Thefollowing description, together with the additional information we include in any applicable prospectus supplements or free writingprospectuses, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. Wemay issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertibledebt. While the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus,we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplementor free writing prospectus. The terms of any debt securities we offer under a prospectus supplement may differ from the termswe describe below. However, no prospectus supplement shall fundamentally change the terms that are set forth in this prospectusor offer a security that is not registered and described in this prospectus at the time of its effectiveness. As of the date ofthis prospectus, we have no outstanding registered debt securities. Unless the context requires otherwise, whenever we refer tothe “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular seriesof debt securities.

Wewill issue any senior debt securities under the senior indenture that we will enter into with the trustee named in the seniorindenture. We will issue any subordinated debt securities under the subordinated indenture and any supplemental indentures thatwe will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits tothe registration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containingthe terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectusis a part or will be incorporated by reference from reports that we file with the SEC.

Theindentures will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We usethe term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinatedindenture, as applicable.

Thefollowing summaries of material provisions of the senior debt securities, the subordinated debt securities and the indenturesare subject to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indenturesapplicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any relatedfree writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indenturesthat contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and thesubordinated indenture are identical.

General

Theterms of each series of debt securities will be established by or pursuant to a resolution of our Board of Directors and set forthor determined in the manner provided in an officers’ certificate or by a supplemental indenture. Debt securities may beissued in separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amountfor the debt securities of any series. We will describe in the applicable prospectus supplement the terms of the series of debtsecurities being offered, including:

Conversionor Exchange Rights

Wewill set forth in the applicable prospectus supplement the terms under which a series of debt securities may be convertible intoor exchangeable for our common stock, our preferred stock or other securities (including securities of a third party). We willinclude provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may includeprovisions pursuant to which the number of shares of our common stock, our preferred stock or other securities (including securitiesof a third party) that the holders of the series of debt securities receive would be subject to adjustment.

Consolidation,Merger or Sale

Unlesswe provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indentures will notcontain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of allor substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations underthe indentures or the debt securities, as appropriate. If the debt securities are convertible into or exchangeable for our othersecurities or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our propertymust make provisions for the conversion of the debt securities into securities that the holders of the debt securities would havereceived if they had converted the debt securities before the consolidation, merger or sale.

Eventsof Default under the Indenture

Unlesswe provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are eventsof default under the indentures with respect to any series of debt securities that we may issue:

Wewill describe in each applicable prospectus supplement any additional events of default relating to the relevant series of debtsecurities.

Ifan event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specifiedin the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debtsecurities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare theunpaid principal, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default arises dueto the occurrence of certain specified bankruptcy, insolvency or reorganization events, the unpaid principal, premium, if any,and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice orother action on the part of the trustee or any holder.

Theholders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or eventof default with respect to the series and its consequences, except defaults or events of default regarding payment of principal,premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waivershall cure the default or event of default.

Subjectto the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be underno obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders ofthe applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity or security satisfactoryto it against any loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securitiesof any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available tothe trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, providedthat:

Theindentures will provide that if an event of default has occurred and is continuing, the trustee will be required in the exerciseof its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The trustee, however,may refuse to follow any direction that conflicts with law or the indenture, or that the trustee determines is unduly prejudicialto the rights of any other holder of the relevant series of debt securities, or that would involve the trustee in personal liability.Prior to taking any action under the indentures, the trustee will be entitled to indemnification against all costs, expenses andliabilities that would be incurred by taking or not taking such action.

Aholder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint areceiver or trustee, or to seek other remedies only if:

Theselimitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,if any, or interest on, the debt securities, or other defaults that may be specified in the applicable prospectus supplement.

Wewill periodically file statements with the trustee regarding our compliance with specified covenants in the indentures.

Theindentures will provide that if a default occurs and is continuing and is actually known to a responsible officer of the trustee,the trustee must mail to each holder notice of the default within the earlier of 90 days after it occurs and 30 days after itis known by a responsible officer of the trustee or written notice of it is received by the trustee, unless such default has beencured or waived. Except in the case of a default in the payment of principal or premium of, or interest on, any debt securityor certain other defaults specified in an indenture, the trustee shall be protected in withholding such notice if and so longas the Board of Directors, the executive committee or a trust committee of directors, or responsible officers of the trustee,in good faith determine that withholding notice is in the best interests of holders of the relevant series of debt securities.

Modificationof Indenture; Waiver

Subjectto the terms of the indenture for any series of debt securities that we may issue, we and the trustee may change an indenturewithout the consent of any holders with respect to the following specific matters:

Inaddition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the trustee withthe written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities ofeach series that is affected. However, subject to the terms of the indenture for any series of debt securities that we may issueor otherwise provided in the prospectus supplement applicable to a particular series of debt securities, we and the trustee mayonly make the following changes with the consent of each holder of any outstanding debt securities affected:

Discharge

Eachindenture provides that, subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplementapplicable to a particular series of debt securities, we may elect to be discharged from our obligations with respect to one ormore series of debt securities, except for specified obligations, including obligations to:

Inorder to exercise our rights to be discharged, we will deposit with the trustee money or government obligations sufficient topay all the principal of, and any premium and interest on, the debt securities of the series on the dates payments are due.

Form,Exchange and Transfer

Wewill issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify inthe applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures will providethat we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will bedeposited with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectussupplement with respect to that series. See “Legal Ownership of Securities” below for a further descriptionof the terms relating to any book-entry securities.

Atthe option of the holder, subject to the terms of the indentures and the limitations applicable to global securities describedin the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities forother debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subjectto the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement,holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed orwith the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of thesecurity registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in thedebt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transferor exchange, but we may require payment of any taxes or other governmental charges.

Wewill name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designationof any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be requiredto maintain a transfer agent in each place of payment for the debt securities of each series.

Ifwe elect to redeem the debt securities of any series, we will not be required to:

InformationConcerning the Trustee

Thetrustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform onlythose duties as are specifically set forth in the applicable indenture and is under no obligation to exercise any of the powersgiven it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnityagainst the costs, expenses and liabilities that it might incur. However, upon an event of default under an indenture, the trusteemust use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs.

Paymentand Paying Agents

Unlesswe otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities onany interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registeredat the close of business on the regular record date for the interest payment.

Wewill pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agentsdesignated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest paymentsby check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicableprospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments withrespect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that weinitially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment forthe debt securities of a particular series.

Allmoney we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securitiesthat remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaidto us, and the holder of the debt security thereafter may look only to us for payment thereof.

GoverningLaw

Theindentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, exceptto the extent that the Trust Indenture Act is applicable.

RankingDebt Securities

Thesubordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain other indebtednessto the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of subordinated debtsecurities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.

Thesenior debt securities will be unsecured and will rank equally in right of payment to all our other senior unsecured debt. Thesenior indenture does not limit the amount of senior debt securities that we may issue. It also does not limit us from issuingany other secured or unsecured debt.

DESCRIPTIONOF WARRANTS

Thefollowing description, together with the additional information we may include in any applicable prospectus supplements and freewriting prospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, whichmay consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series.Warrants may be offered independently or together with common stock, preferred stock or debt securities offered by any prospectussupplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generallyto any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants thatwe may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of anywarrants offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement willfundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and describedin this prospectus at the time of its effectiveness.

Wemay issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. If selected,the warrant agent will act solely as an agent of ours in connection with the warrants and will not act as an agent for the holdersor beneficial owners of the warrants. If applicable, we will file as exhibits to the registration statement of which this prospectusis a part, or will incorporate by reference from a Current Report on Form 8-K that we file with the SEC, the form of warrant agreement,including a form of warrant certificate, that describes the terms of the particular series of warrants we are offering beforethe issuance of the related series of warrants. The following summaries of material provisions of the warrants and the warrantagreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrantcertificate applicable to a particular series of warrants. We urge you to read the applicable prospectus supplement and any applicablefree writing prospectus related to the particular series of warrants that we sell under this prospectus, as well as the completewarrant agreements and warrant certificates that contain the terms of the warrants.

General

Wewill describe in the applicable prospectus supplement the terms relating to a series of warrants, including:

Exerciseof Warrants

Eachwarrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exerciseprice that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement,holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forthin the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will becomevoid.

Holdersof the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised togetherwith specified information, and paying the required amount to the warrant agent in immediately available funds, as provided inthe applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectussupplement the information that the holder of the warrant will be required to deliver to us or the warrant agent as applicable.

Uponreceipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust officeof the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securitiespurchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then wewill issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement,holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Enforceabilityof Rights by Holders of Warrants

Ifselected, each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligationor relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent formore than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicablewarrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to makeany demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant,enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

DESCRIPTIONOF RIGHTS

General

Wemay issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities describedin this prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferredstock, common stock or warrants, or any combination of those securities in the form of units, as described in the applicable prospectussupplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank ortrust company, as rights agent. The rights agent will act solely as our agent in connection with the certificates relating tothe rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with anyholders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms andprovisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectussupplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be describedin the applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificatesdescribed in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemedto have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificatefor additional information before you decide whether to purchase any of our rights. We will provide in a prospectus supplementthe following terms of the rights being issued:

Eachright will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock orother securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time upto the close of business on the expiration date for the rights provided in the applicable prospectus supplement.

Holdersmay exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properlycompleted and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectussupplement, we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable,purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offerany unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or througha combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

RightsAgent

Therights agent for any rights we offer will be set forth in the applicable prospectus supplement.

DESCRIPTIONOF UNITS

Thefollowing description, together with the additional information we may include in any applicable prospectus supplements and freewriting prospectuses, summarizes the material terms and provisions of the units that we may offer under this prospectus.

Whilethe terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describethe particular terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offeredunder a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentallychange the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectusat the time of its effectiveness.

Wewill file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference froma Current Report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the series of unitswe are offering, and any supplemental agreements, before the issuance of the related series of units. The following summariesof material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisionsof the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicableprospectus supplements related to the particular series of units that we sell under this prospectus, as well as the complete unitagreement and any supplemental agreements that contain the terms of the units.

General

Wemay issue units comprised of one or more debt securities, shares of common stock, shares of preferred stock and warrants in anycombination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit.Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement underwhich a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at anytime or at any time before a specified date.

Wewill describe in the applicable prospectus supplement the terms of the series of units, including:

Theprovisions described in this section, as well as those described under “Description of Capital Stock,” “Descriptionof Debt Securities” and “Description of Warrants” will apply to each unit and to any common stock,preferred stock, debt security or warrant included in each unit, respectively.

UnitAgent

Thename and address of the unit agent, if any, for any units we offer will be set forth in the applicable prospectus supplement.

Issuancein Series

Wemay issue units in such amounts and in numerous distinct series as we determine.

Enforceabilityof Rights by Holders of Units

Eachunit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationshipof agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one seriesof units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement orunit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Anyholder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legalaction its rights as holder under any security included in the unit.

We,the unit agents and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the unitsevidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested,despite any notice to the contrary. See “Legal Ownership of Securities.”

LEGALOWNERSHIP OF SECURITIES

Wecan issue securities in registered form or in the form of one or more global securities. We describe global securities in greaterdetail below. We refer to those persons who have securities registered in their own names on the books that we or any applicabletrustee or depositary or warrant agent maintain for this purpose as the “holders” of those securities. These personsare the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests insecurities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below,indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirectholders.

Book-EntryHolders

Wemay issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securitiesmay be represented by one or more global securities registered in the name of a financial institution that holds them as depositaryon behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions,which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

Onlythe person in whose name a security is registered is recognized as the holder of that security. Global securities will be registeredin the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositaryas the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes alongthe payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficialowners. The depositary and its participants do so under agreements they have made with one another or with their customers; theyare not obligated to do so under the terms of the securities.

Asa result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a globalsecurity, through a bank, broker or other financial institution that participates in the depositary’s book-entry systemor holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders,and not legal holders, of the securities.

StreetName Holders

Wemay terminate a global security or issue securities that are not issued in global form. In these cases, investors may choose tohold their securities in their own names or in “street name.” Securities held by an investor in street name wouldbe registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would holdonly a beneficial interest in those securities through an account he or she maintains at that institution.

Forsecurities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokersand other financial institutions in whose names the securities are registered as the holders of those securities, and we or anysuch trustee or depositary will make all payments on those securities to them. These institutions pass along the payments theyreceive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements orbecause they are legally required to do so. Investors who hold securities in street name will be indirect holders, not legal holders,of those securities.

LegalHolders

Ourobligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to thelegal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, instreet name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a securityor has no choice because we are issuing the securities only in global form.

Forexample, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice evenif that holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holdersbut does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequencesof a default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event,we would seek approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legalholders contact the indirect holders is up to the legal holders.

SpecialConsiderations for Indirect Holders

Ifyou hold securities through a bank, broker or other financial institution, either in book-entry form because the securities arerepresented by one or more global securities or in street name, you should check with your own institution to find out:

GlobalSecurities

Aglobal security is a security that represents one or any other number of individual securities held by a depositary. Generally,all securities represented by the same global securities will have the same terms.

Eachsecurity issued in book-entry form will be represented by a global security that we issue to, deposit with and register in thename of a financial institution or its nominee that we select. The financial institution that we select for this purpose is calledthe depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, NY,known as DTC, will be the depositary for all securities issued in book-entry form.

Aglobal security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successordepositary, unless special termination situations arise. We describe those situations below under “—Special SituationsWhen A Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, willbe the sole registered owner and legal holder of all securities represented by a global security, and investors will be permittedto own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker,bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus,an investor whose security is represented by a global security will not be a legal holder of the security, but only an indirectholder of a beneficial interest in the global security.

Ifthe prospectus supplement for a particular security indicates that the security will be issued as a global security, then thesecurity will be represented by a global security at all times unless and until the global security is terminated. If terminationoccurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer beheld through any book-entry clearing system.

SpecialConsiderations For Global Securities

Asan indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’sfinancial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize anindirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

Ifsecurities are issued only as global securities, an investor should be aware of the following:

SpecialSituations When A Global Security Will Be Terminated

Ina few special situations described below, a global security will terminate and interests in it will be exchanged for physicalcertificates representing those interests. After that exchange, the choice of whether to hold securities directly or in streetname will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests insecurities transferred to their own names, so that they will be direct holders. We have described the rights of holders and streetname investors above.

Aglobal security will terminate when the following special situations occur:

Theapplicable prospectus supplement may also list additional situations for terminating a global security that would apply only tothe particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, andneither we, nor any applicable trustee, is responsible for deciding the names of the institutions that will be the initial directholders.

PLANOF DISTRIBUTION

Wemay sell the securities being offered hereby in one or more of the following ways from time to time:

Asset forth in more detail below, the securities may be distributed from time to time in one or more transactions:

Wewill set forth in a prospectus supplement the terms of that particular offering of securities, including:

Onlyunderwriters named in an applicable prospectus supplement are underwriters of the securities offered by that prospectus supplement.

Ifunderwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the nameof each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensationof the underwriters and any dealers) in a prospectus supplement. The securities may be offered to the public either through underwritingsyndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated.If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover of the prospectus supplement.If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own accounts and maybe resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price orat varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or re-allowedor paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the obligationsof the underwriters to purchase the offered securities will be subject to conditions precedent and the underwriters will be obligatedto purchase all of the offered securities if any are purchased.

Wemay grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offeringprice, with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The termsof any over-allotment option will be set forth in the prospectus supplement for those securities.

Ifwe use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we willsell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices tobe determined by the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specifiedin a prospectus supplement.

Wemay sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offeringand sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectussupplement states otherwise, any agent will act on a best-efforts basis for the period of its appointment.

Wemay authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the publicoffering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and deliveryon a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitationof these contracts in the prospectus supplement.

Inconnection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasersof the common stock for whom they act as agents in the form of discounts, concessions or commissions. Underwriters may sell thesecurities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissionsfrom the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents thatparticipate in the distribution of the securities, and any institutional investors or others that purchase common stock directlyand then resell the securities, may be deemed to be underwriters, and any discounts or commissions received by them from us andany profit on the resale of the common stock by them may be deemed to be underwriting discounts and commissions under the SecuritiesAct.

Wemay provide agents and underwriters with indemnification against particular civil liabilities, including liabilities under theSecurities Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities.Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

Wemay engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act.In addition, we may enter into derivative transactions with third parties (including the writing of options), or sell securitiesnot covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplementindicates, in connection with such a transaction, the third parties may, pursuant to this prospectus and the applicable prospectussupplement, sell securities covered by this prospectus and the applicable prospectus supplement. If so, the third party may usesecurities borrowed from us or others to settle such sales and may use securities received from us to close out any related shortpositions. We may also loan or pledge securities covered by this prospectus and the applicable prospectus supplement to thirdparties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuantto this prospectus and the applicable prospectus supplement. The third party in such sale transactions will be an underwriterand will be identified in the applicable prospectus supplement or in a post-effective amendment.

Tofacilitate an offering of a series of securities, persons participating in the offering may engage in transactions that stabilize,maintain, or otherwise affect the market price of the securities. This may include over-allotments or short sales of the securities,which involves the sale by persons participating in the offering of more securities than have been sold to them by us. In thosecircumstances, such persons would cover such over-allotments or short positions by purchasing in the open market or by exercisingthe over-allotment option granted to those persons. In addition, those persons may stabilize or maintain the price of the securitiesby bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed tounderwriters or dealers participating in any such offering may be reclaimed if securities sold by them are repurchased in connectionwith stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securitiesat a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued atany time. We make no representation or prediction as to the direction or magnitude of any effect that the transactions describedabove, if implemented, may have on the price of our securities.

Unlessotherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no establishedtrading market, other than our common stock, which is listed on The Nasdaq Capital Market. We may elect to list any other classor series of securities on any exchange or market, but we are not obligated to do so. It is possible that one or more underwritersmay make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinueany market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any ofthe securities.

Inorder to comply with the securities laws of some U.S. states or territories, if applicable, the securities offered pursuant tothis prospectus will be sold in those states only through registered or licensed brokers or dealers. In addition, in some statessecurities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption fromthe registration or qualification requirement is available and complied with.

Anyunderwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordancewith Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Overallotment involvessales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlyingsecurity so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of thesecurities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwritersto reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transactionto cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced,the underwriters may discontinue any of these activities at any time.

Anyunderwriters who are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions inthe securities on The Nasdaq Capital Market in accordance with Rule 103 of Regulation M, during the business day prior to thepricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply withapplicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker mustdisplay its bid at a price not in excess of the highest independent bid for such security. If all independent bids are loweredbelow the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchaselimits are exceeded.

LEGALMATTERS

Thevalidity of the issuance of the securities offered hereby will be passed upon for us by Sheppard, Mullin, Richter & HamptonLLP, Los Angeles, California. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counselthat we will name in the applicable prospectus supplement.

EXPERTS

Weinberg& Company, P.A., independent registered public accounting firm, has audited our consolidated financial statements as of December31, 2019 and 2018, and for the years then ended, as set forth in their report thereon, which is incorporated by reference in thisprospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance onWeinberg & Company, P.A.’s report, given on their authority as experts in accounting and auditing.

WHEREYOU CAN FIND MORE INFORMATION

Thisprospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by the SEC’srules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all theinformation that is included in the registration statement. You will find additional information about us in the registrationstatement. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarilycomplete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with theSEC for a more complete understanding of the document or matter.

Youmay read and copy the registration statement, as well as our reports, proxy statements, and other information, at the SEC’sPublic Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more informationabout the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and informationstatements, and other information regarding issuers that file electronically with the SEC. The SEC’s Internet site can befound at http://www.sec.gov. You can also obtain copies of materials we file with the SEC from our website found at www.guardionhealth.com.Information on our website does not constitute a part of, nor is it incorporated in any way, into this prospectus and should notbe relied upon in connection with making an investment decision.

INCORPORATIONOF DOCUMENTS BY REFERENCE

TheSEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allowsus to disclose important information to you by referring you to those other documents. The information incorporated by referenceis an important part of this prospectus, and information that we file later with the SEC will automatically update and supersedethis information. We filed a registration statement on Form S-1 under the Securities Act with the SEC with respect to the securitiesbeing offered pursuant to this prospectus. This prospectus omits certain information contained in the registration statement,as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information aboutus and the securities being offered pursuant to this prospectus. Statements in this prospectus regarding the provisions of certaindocuments filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statementis qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documentsincorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listedabove in “Where You Can Find More Information”. We are incorporating by reference the documents listed below, whichwe have already filed with the SEC, and all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d)of the Exchange Act, except as to any portion of any future report or document that is not deemed filed under such provisions:

1.The Company’s Annual Report on Form 10-K for the year ended December 31, 2019;

2.The Company’s Quarterly Reports for the quarters ended March 31, 2020 and June 30, 2020;

3.The Company’s Current Reports on Form 8-K filed on April 1, 2020, April 21, 2020, June 16, 2020, July 23, 2020, and September4, 2020; and

4.The description of the Company’s common stock contained in our Registration Statement on Form 8-A12B filed with the SECon April 4, 2019.

Wealso incorporate by reference all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K andexhibits filed on such form that are related to such items) that are subsequently filed by us with the Securities and ExchangeCommission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of thesecurities made by this prospectus (including documents filed after the date of the initial Registration Statement of which thisprospectus is a part and prior to the effectiveness of the Registration Statement). These documents include periodic reports,such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

Anystatement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectuswill be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently fileddocument that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement.

Youmay request a copy of these filings, at no cost, by writing or telephoning us at the following address: Vincent J. Roth, the Company’sGeneral Counsel, at Guardion Health Sciences, Inc., 15150 Avenue of Science, Suite 200, San Diego, CA 92128; Tel: 858-605-9055.We maintain a website at https://guardionhealth.com/sec-filings/. You may access our annual reports on Form 10-K, quarterly reportson Form 10-Q, current reports on Form 8-K and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the ExchangeAct with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with,or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by referencein, and is not part of, this prospectus.

$25,000,000

CommonStock

PROSPECTUSSUPPLEMENT

January28, 2022