Guardian Pharmacy Services Reports Material Definitive Agreement
Ticker: GRDN · Form: 8-K · Filed: Sep 30, 2024 · CIK: 1802255
Sentiment: neutral
Topics: material-agreement, equity-sale, officer-changes
TL;DR
Guardian Pharmacy Services filed an 8-K on 9/25/24 detailing a material agreement, equity sales, and officer/director changes.
AI Summary
Guardian Pharmacy Services, Inc. filed an 8-K on September 25, 2024, reporting several material events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes related to directors and officers, including compensatory arrangements. The company also amended its articles of incorporation or bylaws and reported on financial statements and exhibits.
Why It Matters
This filing indicates significant corporate actions and potential changes in the company's structure or financial arrangements, which could impact its future operations and stakeholders.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks related to the terms and compliance.
Key Players & Entities
- Guardian Pharmacy Services, Inc. (company) — Registrant
- September 25, 2024 (date) — Date of earliest event reported
FAQ
What was the nature of the material definitive agreement entered into by Guardian Pharmacy Services, Inc. on or before September 25, 2024?
The filing does not specify the nature of the material definitive agreement, only that one was entered into.
Were there any unregistered sales of equity securities by Guardian Pharmacy Services, Inc. reported in this filing?
Yes, the filing explicitly lists 'Unregistered Sales of Equity Securities' as an item of information.
What changes occurred regarding directors or officers of Guardian Pharmacy Services, Inc. as reported on September 25, 2024?
The filing indicates 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers'.
Did Guardian Pharmacy Services, Inc. amend its articles of incorporation or bylaws?
Yes, the filing includes 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item of information.
What is the fiscal year end for Guardian Pharmacy Services, Inc.?
The fiscal year end for Guardian Pharmacy Services, Inc. is December 31.
Filing Stats: 2,238 words · 9 min read · ~7 pages · Grade level 11.6 · Accepted 2024-09-30 16:05:54
Key Financial Figures
- $0.001 — stered Class A Common Stock, par value $0.001 per share GRDN New York Stock Excha
- $1.02 — B common stock and the right to receive $1.02 in cash (the "Merger Consideration"). T
Filing Documents
- d894834d8k.htm (8-K) — 51KB
- d894834dex21.htm (EX-2.1) — 12KB
- d894834dex31.htm (EX-3.1) — 41KB
- d894834dex32.htm (EX-3.2) — 114KB
- d894834dex41.htm (EX-4.1) — 77KB
- d894834dex102.htm (EX-10.2) — 91KB
- d894834dex103.htm (EX-10.3) — 91KB
- d894834dex104.htm (EX-10.4) — 91KB
- 0001193125-24-228997.txt ( ) — 844KB
- grdn-20240925.xsd (EX-101.SCH) — 3KB
- grdn-20240925_lab.xml (EX-101.LAB) — 19KB
- grdn-20240925_pre.xml (EX-101.PRE) — 12KB
- d894834d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of September 27, 2024, by and among Guardian Merger Corp., Guardian Pharmacy, LLC and Guardian Pharmacy Services, Inc. 3.1 Amended and Restated Certificate of Incorporation of Guardian Pharmacy Services, Inc. 3.2 Amended and Restated Bylaws of Guardian Pharmacy Services, Inc. 4.1 Stockholders' Agreement, dated as of September 25, 2024, by and among Guardian Pharmacy Services, Inc., Bindley Capital Partners I, LLC, Pharmacy Investors, LLC, Cardinal Equity Fund LP, Fred Burke, David Morris and Kendall Forbes. 10.1* Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.5. to the Company's Registration Statement on Form S-1/A (Registration No. 333-274847), filed with the SEC on September 16, 2024). 10.2* Employment Agreement by and between Guardian Pharmacy Services Management, LLC and Fred Burke. 10.3* Employment Agreement by and between Guardian Pharmacy Services Management, LLC and David Morris. 10.4* Employment Agreement by and between Guardian Pharmacy Services Management, LLC and Kendall Forbes. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Management contract or compensatory plan, contract or arrangement.
SIGNATURES
SIGNATURES 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. GUARDIAN PHARMACY SERVICES INC. Date: September 30, 2024 By: /s/ David K. Morris Name: David K. Morris Title: Executive Vice President and Chief Financial Officer