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): May 10, 2024

_______________________________

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 May 10, 2024, 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 May 10, 2024
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: May 10, 2024	By:	/s/ Donna Vigilante
		Donna Vigilante
		President

EXHIBIT 99.1

United-Guardian Reports Increased First Quarter Sales & Earnings

HAUPPAUGE, N.Y., May 10, 2024 (GLOBE NEWSWIRE) -- United-Guardian, Inc. (NASDAQ:UG) announced today the financial results for the first quarter of 2024. First quarter sales increased from $2,570,324 in 2023 to $3,254,944 in 2024, with net income increasing from $756,081 ($0.16 per share) to $925,442 ($0.20 per share).

Donna Vigilante, President of United-Guardian, stated, “We are pleased to announce that sales increased by 27% for the first quarter of 2024 compared with the same period in 2023. Cosmetic ingredients saw the greatest increase with sales up 146%. The increase was primarily attributable to an increase in purchases from our largest cosmetic distributor, ASI. We did, however, experience a decrease in our pharmaceutical sales of 30%. While we saw a slight increase in Clorpactin^® WCS90 sales it was offset by a larger decrease in Renacidin^® sales which occurred as a result of a temporary shutdown at our contract manufacturer’s facility late last year. We were forced to allocate our existing stock of Renacidin to maintain sufficient supply levels to fill customer orders. We are happy to announce that production of Renacidin has resumed, and we started fulfilling orders in their entirety at the end of March.”

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

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 Months Ended March 31, 2024 and 2023

STATEMENTS OF INCOME (UNAUDITED)
	THREE MONTHS ENDED MARCH 31,

		2024		2023

Net sales	$	3,254,944	$	2,570,324

Costs and expenses:
Cost of sales		1,556,490		1,093,595
Operating expenses		568,865		517,946
Research and development		102,982		126,959
Total costs and expenses		2,228,337		1,738,500
Income from operations		1,026,607		831,824

Other income:
Investment income		98,073		47,632
Net gain on marketable securities		41,496		72,701
Total other income		139,569		120,333
Income before provision for income taxes		1,166,176		952,157

Provision for income taxes		240,734		196,076

Net income	$	925,442	$	756,081

Earnings per common share
(basic and diluted)	$	0.20	$	0.16

Weighted average shares – basic and diluted		4,594,319		4,594,319

Cover	May 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 10, 2024
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