Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2023

_______________________________

United-Guardian, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-10526	11-1719724
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

230 Marcus Boulevard

Hauppauge, New York 11788

(Address of Principal Executive Offices) (Zip Code)

(631) 273-0900

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value per share	UG	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On August 11, 2023, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


99.1		Press Release dated August 11, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	United-Guardian, Inc.


Date: August 11, 2023	By:	/s/ Donna Vigilante
		Donna Vigilante
		President

EXHIBIT 99.1

United-Guardian Reports Second Quarter Financial Results

HAUPPAUGE, N.Y., Aug. 11, 2023 (GLOBE NEWSWIRE) -- United-Guardian, Inc. (NASDAQ:UG) announced today the financial results for the second quarter and first half of 2023. Sales for the six-month period ended June 30^th decreased from $7,518,535 in 2022 to $5,220,623 in 2023. Net income decreased from $1,544,789 ($0.34 per share) to $1,217,175 ($0.26 per share). Second quarter sales decreased from $3,626,177 to $2,650,299, with net income decreasing from $633,324 ($0.14 per share) to $461,094 ($0.10 per share).

Donna Vigilante, President of United-Guardian, stated, “The sales decrease for both the second quarter and the first six months of 2023 was primarily due to a decrease in sales of our cosmetic ingredients, which was partially offset by an increase in sales of Renacidin^®, the Company’s principal pharmaceutical product, which increased by 7%. The distributor responsible for marketing our Lubrajel^® line of cosmetic ingredients in China experienced decreased demand due to increased competition in China from lower-priced competitive products, especially those from Asian producers, along with slow post-COVID economic recovery in China. In addition, customers are maintaining lower inventory levels and changing to just-in-time inventory management, which negatively impacted our sales. We are evaluating various options to increase our sales both in China and in other markets, and are continuing to work closely with our marketing partners to develop new strategies to remain competitive while growing our market share. We are hopeful that these efforts, along with China’s re-opening progress, will result in an increase in sales going forward.”

United-Guardian is a manufacturer of cosmetic ingredients, pharmaceuticals, and medical lubricants.

	Contact:	Donna Vigilante
		(631) 273-0900
		dvigilante@u-g.com

NOTE: This press release contains both historical and "forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements about the company’s expectations or beliefs concerning future events, such as financial performance, business prospects, and similar matters, are being made in reliance upon the “safe harbor” provisions of that Act. Such statements are subject to a variety of factors that could cause our actual results or performance to differ materially from the anticipated results or performance expressed or implied by such forward-looking statements. For further information about the risks and uncertainties that may affect the company’s business please refer to the company's reports and filings with the Securities and Exchange Commission.

Financial Results for the
Three and Six Months Ended
June 30, 2023 and 2022

STATEMENTS OF INCOME
(unaudited)

		THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
		2023		2022			2023		2022

Net sales	$	2,650,299	$	3,626,177		$	5,220,623	$	7,518,535

Costs and expenses:
Cost of sales		1,429,407		1,693,753			2,523,002		3,403,870
Operating expenses		574,093		620,229			1,092,039		1,166,978
Research and development expense		128,729		112,266			255,688		243,932
Total costs and expenses		2,132,229		2,426,248			3,870,729		4,814,780
Income from operations		518,070		1,199,929			1,349,894		2,703,755

Other income (expense):
Investment income		54,950		58,860			102,582		99,410
Net gain (loss) gain on marketable securities		7,479		(460,278	)		80,180		(853,938	)
Total other income (expense)		62,429		(401,418	)		182,762		(754,528	)
Income before provision for income taxes		580,499		798,511			1,532,656		1,949,227

Provision for income taxes		119,405		165,187			315,481		404,438
Net income	$	461,094	$	633,324		$	1,217,175	$	1,544,789

Earnings per common share
(basic and diluted)	$	0.10	$	0.14		$	0.26	$	0.34

Weighted average shares
(basic and diluted)		4,594,319		4,594,319			4,594,319		4,594,319

Additional financial information can be found on the company’s web site at www.u-g.com.

Cover	Aug. 11, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 11, 2023
Entity File Number	001-10526
Entity Registrant Name	United-Guardian, Inc.
Entity Central Index Key	0000101295
Entity Tax Identification Number	11-1719724
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	230 Marcus Boulevard
Entity Address, City or Town	Hauppauge
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11788
City Area Code	631
Local Phone Number	273-0900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.10 par value per share
Trading Symbol	UG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false