SEC Form 8-K filed by Guardian Pharmacy Services Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Stock Purchase Agreement
On May 20, 2025, Guardian Pharmacy Services, Inc. (the “Company”) entered into stock purchase agreements (each, a “Stock Purchase Agreement” and collectively, the “Stock Purchase Agreements”) with certain holders (the “Holders”) of shares of the Company’s Class A common stock that were issued upon conversion of shares of the Company’s Class B common stock that were originally issued in connection with the Company’s corporate reorganization in September 2024. Pursuant to the Stock Purchase Agreements, the Company agreed to purchase from the Holders up to an aggregate of 1,457,365 shares of Class A common stock, in each case, in a private, non-underwritten transaction using the proceeds to the Company from the sale of shares of Class A common stock by the Company in an underwritten public offering (the “Public Offering”). The purchase price per share to be paid by the Company for each share purchased under the Stock Purchase Agreements will be equal to the public offering price in the Public Offering, less the underwriting discount.
The Stock Purchase Agreements also provide that, upon the consummation of the purchases contemplated thereby (the “Closing”), the Holders will not offer, sell or otherwise dispose of any other shares of the Company’s common stock for a period commencing upon the Closing and ending on the date that is 150 days after the date of the underwriting agreement for the Public Offering. To the extent that a Holder is a party to the previously disclosed Lock-Up Agreement with the Company dated as of March 24, 2025 (the “Prior Lock-Up Agreement”), (i) the Company consented to such Holder’s offer and sale of shares of Class A common stock pursuant to the Stock Purchase Agreement and (ii) the parties agreed that, upon the Closing, the Prior Lock-Up Agreement will terminate and be superseded and replaced in all respects by the lock-up restrictions contained in the Stock Purchase Agreement.
The foregoing description of the Stock Purchase Agreements is only a summary and is qualified in its entirety by reference to the full text of the form of Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Form of Stock Purchase Agreement, effective as of May 20, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
Dated: May 20, 2025
| GUARDIAN PHARMACY SERVICES, INC. | ||
| By: | /s/ David K. Morris | |
| Name: | David K. Morris | |
| Title: | Executive Vice President and Chief Financial Officer | |
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