0000101295 false 0000101295 2023-10-10 2023-10-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares



Washington, D.C. 20549








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


Date of Report (Date of earliest event reported): October 10, 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 1.02.Termination of a Material Definitive Agreement


On October 10, 2023, as directed and approved by the Board of Directors of United-Guardian, Inc. (the “Company”), the Company notified Ashland Specialty Ingredients (“Ashland”), one of its marketing and distribution partners, that it was not renewing its Exclusive Distributor Agreement with Ashland dated July 5, 2000, as amended by the letter agreement dated May 5, 2010 (the “Distribution Agreement”).


The Distribution Agreement provided Ashland with exclusive distribution and marketing rights relating to certain of the Company’s products within designated territories and included customary representations, warranties, and covenants. The Distribution Agreement was subject to a two (2) year term and would have automatically renewed for an additional two (2) year term commencing on January 1, 2024, unless either party gave notice to the other party no later than October 31, 2023 of its intention not to allow the Agreement to automatically renew in accordance with its terms. The Company will not incur any early termination penalties in connection with its non-renewal of the Distribution Agreement. The Company does not intend to sever its business relationship with Ashland, but believes that it is in the Company’s best interest to explore alternative marketing and distribution arrangements following the termination of the Distribution Agreement, including the possibility of entering into a new agreement with Ashland or engaging with a new distribution partner.




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 thereunto duly authorized.


  By: /s/ Donna Vigilante
  Name: Donna Vigilante
  Title: President


Date: October 16, 2023






Oct. 10, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 10, 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

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