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 9, 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 August 9, 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 August 9, 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: August 9, 2024	By:	/s/ Donna Vigilante
		Donna Vigilante
		President

EXHIBIT 99.1

United-Guardian Reports Increased Second Quarter Sales & Earnings

HAUPPAUGE, N.Y., Aug. 09, 2024 (GLOBE NEWSWIRE) -- United-Guardian, Inc. (NASDAQ:UG) announced today the financial results for the second quarter and first half of 2024. Sales for the six-month period ended June 30^th increased from $5,220,623 in 2023 to $6,645,149 in 2024 and net income increased from $1,217,175 ($0.26 per share) to $1,881,667 ($0.41 per share) for the same period. Second quarter sales increased from $2,650,299 in 2023 to $3,390,205 in 2024, with net income increasing from $461,094 ($0.10 per share) to $956,225 ($0.21 per share).

Donna Vigilante, President of United-Guardian, stated, “We are pleased to announce that sales increased for both the second quarter and the first six months of 2024 compared with the same periods in 2023. Cosmetic ingredient sales increased by 84% in the second quarter and 115% for the first six months of 2024. This increase was primarily attributable to purchases from our largest cosmetic distributor. Sales of medical lubricants increased as well for both the second quarter and first six months of 2024 by 15% and 9% respectively. Pharmaceutical product sales increased in the second quarter by 3% but decreased 13% for the first six months of 2024. The decrease for the six-month period was attributable to a shutdown we experienced with our contract manufacturer for Renacidin^® late last year. Renacidin production resumed in late March, and sales are in the process of recovering.”

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 and Six Months Ended June 30, 2024 and 2023 STATEMENTS OF INCOME (unaudited)

	THREE MONTHS ENDED JUNE 30,					SIX MONTHS ENDED JUNE 30,
	2024			2023		2024		2023

Net sales	$	3,390,205		$	2,650,299	$	6,645,149	$	5,220,623

Costs and expenses:
Cost of sales		1,561,090			1,429,407		3,117,580		2,523,002
Operating expenses		602,777			574,093		1,171,642		1,092,039
Research and development expense		111,660			128,729		214,642		255,688
Total costs and expenses		2,275,527			2,132,229		4,503,864		3,870,729
Income from operations		1,114,678			518,070		2,141,285		1,349,894

Other income (expense):
Investment income		100,007			54,950		198,080		102,582
Net (loss) gain on marketable securities		(9,501	)		7,479		31,995		80,180
Total other income		90,506			62,429		230,075		182,762
Income before provision for income taxes		1,205,184			580,499		2,371,360		1,532,656

Provision for income taxes		248,959			119,405		489,693		315,481
Net income	$	956,225		$	461,094	$	1,881,667	$	1,217,175

Earnings per common share (basic and diluted)	$	0.21		$	0.10	$	0.41	$	0.26

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

Cover	Aug. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 09, 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