What changed in this filing

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Item 1. Business

2024-03-22 compared with 2023-03-23 · 140 added, 176 removed, 190 unchanged (62% of the section changed)

(a) Introduction    

United-Guardian, Inc.

(“Registrant”

or “Company”) is a Delaware corporation that, through its Guardian Laboratories division, manufactures and markets cosmetic ingredients, pharmaceuticals, medical lubricants, and specialty industrial products.

We also conduct research and product development, primarily related to the development of new and unique cosmetic ingredients.

Our research and development department also modifies, refines, and expands the uses for existing products, with the goal of further developing the market for our products.

The Company also develops new products using natural and environmentally friendly raw materials, which is a priority to many of the Company’s cosmetic customers.

(“Registrant” or “Company”) is a Delaware corporation that, through its Guardian Laboratories division, manufactures and markets cosmetic ingredients, pharmaceutical products, medical lubricants and sexual wellness ingredients.

Prior to July 1, 2023, the Company manufactured and reported sales of a line of specialty industrial products;

however, this product line was discontinued after the second quarter of 2023 due to low sales volume with no growth prospects.

In October 2023, the Company entered into a distribution agreement with Brenntag Specialties, a global market leader in chemicals and ingredients distribution, for the distribution of the Company’s new Natrajel™ line of sexual wellness ingredients in the United States, Canada, Mexico, Central America and South America.

Although there were no sales of these products during 2023, the Company anticipates that it will begin manufacturing and reporting sales of this new line of products in 2024.

The Company conducts various research and development activities.

The Company’s research and development department primarily develops new and unique cosmetic ingredients.

The Company develops new products using natural and environmentally friendly raw materials, which is a priority to many of the Company’s cosmetic customers.

The Company’s research and development department also modifies, refines, and expands the uses for existing products, with the goal of further developing the markets that its products are used in.

All the products that the Company markets, except for Renacidin®, are produced at its facility in Hauppauge, New York.

Renacidin, a urological product, is manufactured for the Company by an outside contract manufacturer.

Our predecessor entity, United International Research, Inc.

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On February 10, 1982, a merger took place between UIR and Guardian Chemical Corporation ("Guardian"), an affiliate of UIR, whereby Guardian was merged into UIR and the name was changed to United-Guardian, Inc., a New York corporation.

On September 14, 1987, United-Guardian, Inc.

(New York) was merged with and into a newly formed Delaware corporation by the same name, United-Guardian, Inc., for the purpose of changing the domicile to the State of Delaware.

On September 14, 1987, United-Guardian, Inc., a New York corporation, was merged with and into a newly formed Delaware corporation by the same name, United-Guardian, Inc., for the purpose of changing the domicile to the State of Delaware.

The cornerstone of our business is our product innovation.

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We also focus on the development of new products that fill unmet market needs and have unique properties.

Our products are sold into stable and growing markets such as personal care, medical lubricants and pharmaceutical products.

Our current product offerings include cosmetic ingredients, medical lubricants, pharmaceuticals and specialty industrial products.

In the second quarter of 2023, we plan to discontinue the manufacturing and sale of our specialty industrial products.

The decision to discontinue this product line was made based on the fact that these products represented less than 2% of our gross sales over the past several years, and the small production scale

Our product offerings are segregated into the following categories:

Our products are sold into stable and growing markets such as personal care, medical devices and pharmaceuticals.

Our current product offerings include cosmetic ingredients, medical lubricants, pharmaceuticals and sexual wellness ingredients.

Our current product offerings are segregated into the following categories:

Cosmetic Ingredients :

Cosmetic ingredients is an extensive line of multifactional water-based gel formulations designed to mainly offer sensory enhancement, lubrication, texture and moisturization to personal care products.

Cosmetic ingredients include an extensive line of multifunctional hydrogel formulations designed to offer sensory enhancement, lubrication, texture and moisturization to personal care products.

Medical Lubricants :

  Medical lubricants include a line of water-based gel formulations designed to mainly offer sensory enhancement and lubrication to medical products.

Medical lubricants include a line of hydrogel formulations designed to offer sensory enhancement and lubrication to medical products.

Pharmaceutical Products :

Pharmaceutical products include an FDA approved prescription drug that is used primarily to prevent and to dissolve calcifications in urethral catheters, as well as a chlorine-based topical antimicrobial.

Industrial Products :

Industrial products include cleaning solutions used in various industrial applications.

As discussed above, we plan to discontinue the manufacturing and sale of these products beginning in the second quarter of 2023.

Our internet address is http://www.u-g.com.

On this website, we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, and any amendments to those reports.

All such reports are available as soon as reasonably practicable after they are electronically filed with, or electronically furnished to, the U.

Securities and Exchange Commission (“SEC”).

UNITED-GUARDIAN, INC.

Sexual Wellness Ingredients :

Sexual wellness ingredients include a line of hydrogel formulations designed to offer sensory enhancement, lubrication and moisturization to sexual wellness applications.

Our website, www.u-g.com, which is made available free of charge, contains our annual reports on Form 10-K, quarterly reports on Form 10-Q, and any amendments to those reports.

All such reports are available as soon as reasonably practicable after they are electronically filed with, or electronically furnished to, the U.S.

Securities and Exchange Commission (“SEC”).

These documents are also available in print to any stockholder who requests them.

Information contained on our website is not part of this Annual Report on Form 10-K and is not incorporated by reference in this document.

The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

UNITED-GUARDIAN, INC.

(b) Description of Business

We manufacture and market cosmetic ingredients, pharmaceuticals, medical lubricants, and specialty industrial products.

We also conduct research and development, primarily related to the development of new and unique cosmetic ingredients.

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

DESCRIPTION OF THE BUSINESS

The Company manufactures and markets cosmetic ingredients, pharmaceuticals, medical lubricants and sexual wellness ingredients.

Prior to July 1, 2023, the Company manufactured and reported sales of a line of specialty industrial products;

however, this product line was discontinued after the second quarter of 2023 due to low sales volume with no growth prospects.

In October 2023, the Company entered into a distribution agreement with Brenntag Specialties, a global market leader in chemicals and ingredients distribution, for distribution of the Company’s new Natrajel line of sexual wellness ingredients in the United States, Canada, Mexico, Central America and South America.

Although there were no sales of these products during 2023, the Company anticipates that it will begin manufacturing and reporting sales of this new line of products in 2024.

We also conduct research and development, primarily related to the development of new and unique cosmetic ingredients and medical lubricants.

We focus on the development of products that fill unmet market needs, have unique properties, and use proprietary technology that we typically protect as trade secrets rather than with patents.

Many of our products are marketed through collaborative agreements with larger companies.

The cosmetic ingredients manufactured by us are marketed to end users through our worldwide network of distributors and are currently used by many of the major manufacturers of cosmetic products.

We ship our cosmetic ingredients to our distributors Ex Works (“EXW”) from our facility in Hauppauge, New York.

Many of our products are marketed through collaborative distribution agreements with larger companies.

The cosmetic ingredients manufactured by the Company are marketed to end users through our worldwide network of distributors and are currently used by many of the major manufacturers of cosmetic products.

One of the Company’s most important product lines is its Lubrajel® line of multifunctional hydrogel formulations, which are designed to provide sensory enhancement, lubrication, hydration, and texture to both personal care and medical products.

In the last few years, to meet the growing demand for “green” and sustainable products, the Company has focused on developing and launching new products which only contain ingredients that are considered “natural.” The Company’s Lubrajel products in the new natural line have been certified by the Cosmetic Organic and Natural Standard (“COSMOS”).

This standard is recognized globally by the cosmetic industry.

We ship our cosmetic ingredients to our distributors Ex Works (“EXW”) from our facility in Hauppauge, New York.

Those distributors in turn resell those products to their customers, who are typically the manufacturers and marketers of cosmetic and personal care products.

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We operate in one business segment.

Our products are separated into four distinct product categories:

cosmetic ingredients, pharmaceuticals, medical lubricants, and industrial products. Each product category is marketed differently.  

Our cosmetic ingredients are currently marketed globally by five distributors, of which Ashland Specialty Ingredients (“ASI”), a business segment of Ashland, Inc., is the largest.

Our current products are separated into four distinct product categories:

cosmetic ingredients, pharmaceuticals, medical lubricants and sexual wellness.

Each product category is marketed differently.

Effective July 1, 2023, the Company discontinued its industrial product line of products.

Beginning in 2024, the Company added sexual wellness ingredients to its portfolio of product categories.

Our cosmetic ingredients are currently marketed globally by five distributors, of which Ashland Specialty Ingredients (“ASI”), a business segment of Ashland, Inc., is the largest.

ASI manufactures and markets globally an extensive line of personal care and pharmaceutical additives and various other specialty products.

We sell our cosmetic ingredients directly to those distributors, which in turn resell those products to their customers for use in the formulation of one or more of the customers’

personal care and cosmetic products.

Our non-pharmaceutical medical lubricants (referred to hereinafter as the Company’s “medical lubricants”) and our specialty industrial products are sold directly to marketers of finished products or to the contract manufacturers utilized by those marketers.

We market our pharmaceutical products primarily through our dedicated Renacidin®

We sell our cosmetic ingredients directly to those distributors, which in turn resell our products to their customers for use in the formulation of one or more of the customers’ personal care and cosmetic products.

Our non-pharmaceutical medical lubricants are sold directly to marketers of finished medical products or to the contract manufacturers utilized by those marketers.

We market our pharmaceutical products primarily through our dedicated Renacidin website.

The pharmaceutical products are sold to hospitals and pharmacies primarily through full-line drug wholesalers, which purchase our products outright for resale to their customers.

We also sell a small quantity of pharmaceutical products directly to hospitals and pharmacies.

Our products are sold under trademarks or trade names owned by the Company, some of which are registered with the United States Patent and Trademark Office as well as with comparable regulatory agencies in some foreign countries.

Our products are sold under trademarks or trade names that we own, some of which are registered with the United States Patent and Trademark Office as well as with comparable regulatory agencies in some foreign countries.

We maintain a corporate website at www.u-g.com , and a specific website for Renacidin at www.renacidin.com.

All references in this Annual Report to “sales”

or “Sales”

shall mean “net sales”

unless specifically identified as “gross sales.”

As stated above, we operate in one business segment, and our product lines are separated into four distinct categories:

Information contained on either website is not part of this Annual Report on Form 10-K and is not incorporated by reference in this document.

UNITED-GUARDIAN, INC.

All references in this Annual Report to “sales” or “Sales” shall mean “net sales” unless specifically identified as “gross sales.”

As stated above, we operate in one business segment, and our current product lines are separated into four distinct categories:

COSMETIC INGREDIENTS

The cosmetic ingredients we manufacture are marketed and sold to the end users through our worldwide network of distributors.

Our cosmetic ingredients are currently sold globally by five distributors, of which Ashland Specialty Ingredients (“ASI”), a business segment of Ashland, Inc., is the largest.

ASI is the exclusive distributor of our products in the United States, Canada, Asia, South & Central America, Mexico, Europe (all regions other than France, the United Kingdom, Italy & Switzerland), Scandinavia, Africa, Australia, the Middle East and Korea.

Our other distributors are:

Azelis UK Ltd in the United Kingdom, Sederma SAS, a subsidiary of Croda International Plc.

in France, Safic-Alcan S.p.A.

The cosmetic ingredients we manufacture are marketed and sold to end users through our worldwide network of distributors.

Our cosmetic ingredients are currently sold globally by five distributors, of which Ashland Specialty Ingredients (“ASI”), a business segment of Ashland, Inc., is the largest.

is the exclusive distributor of our products in the United States, Canada, Asia, South & Central America, Mexico, Europe (all regions other than France, the United Kingdom, Italy & Switzerland), Scandinavia, Africa, Australia, the Middle East and Korea.

Our other cosmetic ingredient distributors are Azelis UK Ltd in the United Kingdom, Sederma SAS, a subsidiary of Croda International Plc., in France, Safic-Alcan S.p.A.

in Italy, and Azelis Cosmetics GmbH in Switzerland.

The Company is currently in the process of renegotiating some of its distribution agreements.

We ship our cosmetic ingredients to our distributors EXW from our facility in Hauppauge, New York.

The distributors resell the products to their customers, who are typically major manufacturers and marketers of cosmetic and personal care products.

The distributors resell the products to their customers, which are typically major manufacturers and marketers of cosmetic and personal care products.

They utilize our products in their finished products.

The cosmetic ingredients are not sold on a consignment basis, so unless a product is determined to be defective, it is not returnable, except at our discretion.

We believe that in the event ASI were to cease marketing and selling our products, alternative distribution agreements could be signed with other global distributors of cosmetic ingredients.

These new appointed distributors would continue supplying products to customers currently using our products, without any significant interruption of sales.

We also believe that if we choose to replace one or more of our current distributors, we would be able to put in place new distribution agreements to service our customers in all the geographic areas affected.

Since our Lubrajel hydrogels are well-known and established specialties, we believe that in the event ASI or any of our other cosmetic product distributors were to cease marketing and selling our products, alternative distribution agreements could be signed with other distributors of cosmetic ingredients in the affected territory or territories.

These new distributors would continue supplying products to customers currently using our products, without any significant interruption of sales.

If necessary, we would also be able to sell directly to the end users of our products until a new distribution arrangement was put in place.

PRODUCTS - COSMETIC INGREDIENTS:

LUBRAJEL ®

is an extensive line of multifunctional water-based gel formulations designed to mainly provide sensory enhancement, lubrication, and texture to personal care products.

LUBRAJEL is an extensive line of multifunctional hydrogel formulations designed to mainly provide sensory enhancement, lubrication, and texture to personal care products.

Some of the Lubrajel products also offer skin moisturization benefits.

Many of the Lubrajel products are biodegradable.

The Lubrajel products are primarily used in skin care products such as moisturizers, anti-aging creams, body lotions, face serums, spa products and sunscreens.

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The basic product line includes Lubrajel CG, Lubrajel DV, Lubrajel IIXD, Lubrajel MS, Lubrajel NP and Lubrajel Oil.

UNITED-GUARDIAN, INC.

To address customer demand for preservative-free products, we developed and launched Lubrajel DV PF, Lubrajel IIXD PF, Lubrajel MS PF, Lubrajel Oil PF and Lubrajel PF.

To address customer demand for phenoxyethanol-free products, we developed and launched Lubrajel DV free, Lubrajel IIXD free, Lubrajel MS free, Lubrajel NP Free and Lubrajel Oil free.

In the last few years, to meet the growing consumer demand for “green”

and sustainable products, we have focused on developing and launching new products which only contain ingredients that are considered “natural”.

The Lubrajel products in the new natural line have been certified by the Cosmetic Organic and Natural Standard (“COSMOS”).

To address customer demand for paraben-free products, we developed and launched Lubrajel DV free, Lubrajel IIXD free, Lubrajel MS free, Lubrajel NP Free and Lubrajel Oil free.

In the last few years, to meet the growing consumer demand for “green” and sustainable products, we have focused on developing and launching new products which only contain ingredients that are considered “natural.” The Lubrajel products in the new natural line have been certified by the Cosmetic Organic and Natural Standard (“COSMOS”).

This standard is recognized globally by the cosmetic industry.

LUBRAJEL NATURAL was the first product that was launched using only ingredients that are considered natural.

This is a unique formulation of natural polymers and glycerin.

Lubrajel Natural imparts a light and velvety skin feel, improving the sensory characteristics of personal care formulations, while providing a powerful skin moisturizing effect.

LUBRAJEL MARINE ™

was the second product that we developed for our new line of natural products.

It was formulated using naturally derived polymers, with some of the ingredients sourced from marine vegetation.

This product was developed jointly with ASI, and for that reason is being sold globally on an exclusive basis by ASI.

UNITED-GUARDIAN, INC.

Other products in the Lubrajel Natural line of Lubrajel products are:

LUBRAJEL OlL NATURAL was developed as a ”green”, low viscosity alternative.

Lubrajel Oil Natural is a unique formulation of the natural film former pullulan, cellulose gum, xanthan gum and glycerin.

It imparts a silky, silicone-like skin feel and a long playtime as well as moisturization.

Lubrajel Oil Natural makes possible the creation of smooth, luxuriant textures without adding viscosity.

Since it also has good clarity, it is an excellent choice for clear formulations.

LUBRAJEL TERRA is a multifunctional, moisturizing hydrogel with unique aesthetic qualities for natural formulations.

Lubrajel Terra’s synthetic-like texture can be attributed to the novel complex of polysaccharides, Konjac Mannan, derived from the Asian plant, Amorphophallus Konjac, also known as Devil’s Tongue, and Galactoarabinan, derived from the Larch tree, which are acclaimed for their outstanding moisture retaining and film forming properties, as well as cellulose gum.

In addition to the Lubrajel line of products, we also manufacture other cosmetic ingredients noted below:

which accounted fortless than 10% of total sales in 2022:

B-122 ™

is a powdered lubricant used in the manufacture of certain cosmetics, such as pressed powders, eyeliners, and rouges, as well as some industrial products.

The new natural line of products includes Lubrajel Natural, Lubrajel Marine, Lubrajel Oil Natural and Lubrajel Terra.

All of the natural products are designed using green technology and contain natural raw materials.

These products are multifunctional, Roundtable on Sustainable Palm Oil (“RSPO”) certified, Vegan, biodegradable and COSMOS approved.

Each one offers a unique skin feel and improves the sensory characteristics of personal care formulations.

In addition to the Lubrajel line of products, we also manufacture the following additional cosmetic ingredients, which accounted for less than 10% of total sales in 2023:

B-122 ™ is a powdered lubricant used in the manufacture of certain cosmetics, such as pressed powders, eyeliners, and rouges, as well as some industrial products.

The product acts as a binder, increases water-repellency and drop strength, and lowers the coefficient of friction in the products in which it is used.

ORCHID COMPLEX ™

is an oil-based extract of fresh orchids.

ORCHID COMPLEX ™ is an oil-based extract of fresh orchids.

It is characterized by its excellent lubricity, spreadability, light feel, and emolliency.

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Its emolliency makes it an excellent additive to shampoos, bath products and facial cleansers.

LUBRASIL ™

II SB is a special formulation of Lubrajel in which silicone oil is incorporated into a Lubrajel base using proprietary technology that enables the product to maintain much of the clarity of regular Lubrajel.

LUBRASIL ™ II SB is a special formulation of Lubrajel in which silicone oil is incorporated into a Lubrajel base using proprietary technology that enables the product to maintain much of the clarity of regular Lubrajel.

The product has a silky feel and is water resistant while at the same time providing moisturization.

Sales of our cosmetic ingredients represented approximately 41% of total our total sales for the year ended December 31, 2022.

Sales of our cosmetic ingredients represented approximately 38% and 41% of our total sales for the years ended December 31, 2023 and 2022, respectively.

We believe that there is potential to continue growing the sales of our cosmetic ingredients through new product development, development of new product applications, development of additional claim substantiations, and geographic expansion.

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MEDICAL LUBRICANTS

Our medical lubricants are sold directly to manufacturers and marketers of finished products or to the contract manufacturers utilized by those companies.

Our medical lubricants are sold directly to manufacturers and marketers of finished medical products or to the contract manufacturers utilized by those companies.

Sales of our medical lubricants are shipped EXW from our facility in Hauppauge, New York.

Sales are deemed final upon shipment, and we have no obligation to repurchase or allow the return of these goods unless they are defective.

PRODUCTS –

MEDICAL LUBRICANTS

Our medical lubricants are also sold under the Lubrajel brand since they are water-based gel formulations designed to mainly provide sensory enhancement and lubrication to medical products.

The Lubrajel medical lubricant products are primarily used in catheters, condoms, personal lubricants and in oral care applications such as mouth washes.

UNITED-GUARDIAN, INC.

Currently, we offer six medical lubricant products for catheter lubrication, one product for the lubrication of condoms and one product for oral care.

PRODUCTS – MEDICAL LUBRICANTS

Our medical lubricants are also sold under the Lubrajel brand since they are hydrogel formulations designed to provide sensory enhancement and lubrication to medical products.

The Lubrajel medical lubricant products are primarily used in catheters, condoms, personal lubricants and in oral care applications such as mouthwashes.

Currently, we offer medical lubricant products for catheter lubrication, medical devices, condom lubrication and oral care.

In addition, we develop and sell customized exclusive products for all these applications.

Our medical lubricants include the following:

LUBRAJEL MG was the first medical lubricant product developed by the Company.

It has been used by many medical device manufacturers for lubricating urinary catheters, pre-lubricated enema tips, and other medical devices.

LUBRAJEL MGL is a medical lubricant with a lower viscosity than our standard medical lubricant, Lubrajel MG.

It can be used as a general and instrument lubricant for use during physical exams.

It can be applied to catheters, thermometers and other instruments to ensure ease of use and patient comfort.

LUBRAJEL RR and RC are both water-based gels used primarily as lubricants for urinary catheters.

Lubrajel RR and Lubrajel RC can withstand sterilization by gamma radiation, which is one of the methods of terminally sterilizing medical and hospital products.

Lubrajel RR was the first radiation resistant Lubrajel product.

Lubrajel RC was developed as a lower-cost alternative to Lubrajel RR for those customers who are in more cost-sensitive markets.

LUBRAJEL FLUID is a water-based condom lubricant designed as an alternative to traditional silicone-based lubricants.

The water-based formula cleans up easily with soap and water and does not stain clothing.

The lubrication system employed in Lubrajel Fluid is specifically designed to be compatible with traditional condom release powders, which are used during the manufacture of latex condoms.

LUBRAJEL LC, LUBRAJEL BA and LUBRAJEL FA are Lubrajel formulations that were developed for use in oral care applications.

Sales of medical lubricants represented approximately 19% of our total sales for the year ended December 31, 2022.

We believe that there is potential to continue growing the sales of our medical lubricants through new product development, development of new product applications, and geographic expansion.

Our medical lubricants include Lubrajel MG, Lubrajel MGL, Lubrajel RRCG, Lubrajel RR, Lubrajel RC, Lubrajel RA, Lubrajel Fluid, Lubrajel LC, Lubrajel BA, and Lubrajel FACO.

Lubrajel MG and Lubrajel MGL are our standard medical lubricants and can be applied to catheters, thermometers and other instruments to ensure ease of use and patient comfort.

Our R-line of products, Lubrajel RRCG, Lubrajel RR, Lubrajel RC and Lubrajel RA can withstand sterilization by gamma radiation, which is one of the methods of terminally sterilizing medical and hospital products.

Lubrajel Fluid is designed as an alternative to traditional silicone-based lubricants.

The water-based formula offers easy clean up and is non-staining.

It is compatible with traditional condom release powders which are used during the manufacture of latex condoms.

Lubrajel LC, Lubrajel BA and Lubrajel FACO are hydrogel formulations developed for use in oral care applications.

Sales of medical lubricants represented approximately 16% and 19% of our total sales for the years ended December 31, 2023 and 2022, respectively.

We believe that there is potential to continue growing the sales of our medical lubricants through new product development, development of new product applications and markets, and geographic expansion.

PHARMACEUTICALS

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We maintain a specific website dedicated to this product at www.renacidin.com.

UNITED-GUARDIAN, INC.

CLORPACTIN ®

WCS- 90 is a chlorine-based drug that is marketed as a topical antimicrobial and is also used in urology.

CLORPACTIN ® WCS- 90 (“Clorpactin”) is a chlorine-based drug that is marketed as a topical antimicrobial and is also used in urology.

It is also a powerful disinfectant, fungicide, and deodorizer.

Our pharmaceutical products represented 39% of our total sales for the year ended December 31, 2022.

Our pharmaceutical products represented 45% and 39% of our total sales for the years ended December 31, 2023 and 2022 respectively.

We believe that there is potential to grow the sales of our pharmaceutical products through geographic expansion.

INDUSTRIAL PRODUCTS

DESELEX ™

is a sequestering and chelating agent that is used primarily as a replacement for phosphates in the manufacture of detergents.

It also has some use in personal care products as a chelating agent in shampoos and body washes.

In March 2022, we discontinued this product due to minimal sales and a significant increase in raw material costs.

THOROCLENS is a chlorine-based industrial cleanser which we manufacture and package for a small company in New England.

Beginning in the second quarter of 2023, we will discontinue the manufacturing and sale of this product.

UNITED-GUARDIAN, INC.

SEXUAL WELLNESS INGREDIENTS

Sexual wellness ingredients is a line of hydrogel formulations designed to offer sensory enhancement, lubrication, and moisturization to sexual wellness applications.

The new Natrajel™ line of products comprises Natrajel NT, Natrajel MA, Natrajel ON and Natrajel TE.

This line was designed using green technology and contains natural raw materials.

All the products are RSPO certified, Vegan, biodegradable and COSMOS approved.

FOREIGN SALES

For the years ended December 31, 2022 and 2021, approximately 25% and 20%, respectively, of our sales revenue was from foreign sources, and was derived from (a) sales of our cosmetic ingredients to foreign distributors, which accounted for approximately 9% of sales in both 2022 and 2021, and (b) sales of medical lubricants directly to certain customers in foreign countries, which accounted for approximately 16% and 11% of our sales revenue for the years ended December 31, 2022 and 2021, respectively.

Because all shipments to our largest distributor, ASI, are delivered to ASI’s warehouses in the U.S., all sales to ASI are considered domestic sales, even though a significant percentage of ASI’s sales of our products are to customers in foreign countries.

Based on sales information provided by ASI, 66% of ASI’s sales of our products in 2022 were to customers in foreign countries, compared with 74% in 2021.

ASI’s largest foreign market in both 2022 and 2021 was China, which accounted for approximately 38% of ASI’s sales of our products in 2022 and 42% in 2021.

Since sales of our products are denominated in U.S.

For the years ended December 31, 2023 and 2022, approximately 21% and 25%, respectively, of our sales revenue was from foreign sources, and was derived from (a) sales of our cosmetic ingredients to foreign distributors, which accounted for approximately 7% and 9% of sales, for the years ended December 31, 2023 and 2022, respectively, and (b) sales of medical lubricants directly to certain customers in foreign countries, which accounted for approximately 14% and 16% of our sales revenue for the years ended December 31, 2023 and 2022, respectively.

Based on sales information provided by ASI, 69% of ASI’s sales of our products in 2023 were to customers in foreign countries, compared with 65% in 2022.

ASI’s largest foreign market in both 2023 and 2022 was China, which accounted for approximately 29% of ASI’s sales of our products in 2023 and 38% in 2022.

Since sales of our products are in U.S.

Dollars, our selling prices are generally not affected by fluctuations in foreign currency exchange rates, except to the extent that a stronger dollar compared with foreign currencies can make our products less competitive in foreign markets, sometimes requiring adjustments to our prices in order to be more competitive.

The strengthening of the U.S.

dollar in 2022, which reached its highest level in 20 years, made our products less competitive and they became pricier in other countries.

We continue to work closely with our network of distributors to price our products as competitively as possible and, when appropriate, to offer additional volume discounts and more aggressive pricing to maintain and increase sales and expand our customer base.

DOMESTIC SALES

For the years ended December 31, 2022 and 2021, approximately 75% and 80%, respectively, of our sales were from domestic sources.

For the years ended December 31, 2023 and 2022, approximately 79% and 75%, respectively, of our sales were from domestic sources, which represents sales within the United States only.

COSMETIC INGREDIENTS :

In the United States, our cosmetic ingredient products are marketed and distributed exclusively by ASI in accordance with a marketing agreement entered into in 1996 with its predecessor company, International Specialty Products (“ISP”).

That agreement was for the marketing of the Company’s cosmetic ingredients in North, Central, and South America.

Since that time, this initial agreement has been modified and expanded multiple times (see “Marketing Agreements”

below), most recently in 2019 when Korea was added to ASI’s marketing territory.

ASI also has the exclusive right to market four of the Company’s products globally:

Lubrajel Marine , which was the second product in our Lubrajel Natural line of products;

Lubrajel BA , an oral care product which was specifically developed for ASI in 2012;

and two of our preservative-free products, Lubrajel Oil PF and Lubrajel II XD PF .

The current agreement with ASI automatically renewed on January 1, 2022 and will automatically renew again on January 1, 2024 unless either party chooses to terminate, which can be done by giving 60 days’

notice prior to the then expiration date.

UNITED-GUARDIAN, INC.

In the United States, our cosmetic ingredient products have been marketed and distributed exclusively by ASI in accordance with a marketing agreement entered into in 1996 with its predecessor company, International Specialty Products (“ISP”) and last automatically renewed on January 1, 2022.

That agreement was for the marketing of the Company’s cosmetic ingredients in North America, Central America, South America, Asia Pacific, and EMEA.

ASI also has the exclusive right to market four of the Company’s products globally:

Lubrajel Marine, Lubrajel BA, Lubrajel Oil PF and Lubrajel II XD PF.

The current agreement with ASI terminated on December 31, 2023, pursuant of a letter provided by the Company to ASI on October 10, 2023.

The purpose of the termination was to renegotiate the terms and conditions of the distribution agreement between the two companies.

At this time the Company and ASI have not finalized a new agreement, but we believe that a new agreement will be executed by the end of the second quarter of 2024, although there can be no assurance that a new agreement will be executed.

The Company anticipates that during the time that contract negotiations are taking place, ASI will continue to market and distribute the Company’s cosmetic ingredients in a manner consistent with past practice.

Domestic sales of cosmetic ingredients accounted for approximately 31% of total sales in 2023, compared with 32% in 2022.

Sales to our largest distributor, ASI, accounted for approximately 30% of total sales in 2023 and 32% of sales in 2022.

UNITED-GUARDIAN, INC.

PHARMACEUTICALS :

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Sales of those products accounted for approximately 45% of sales in 2023, compared with approximately 39% in 2022.

During 2022 and 2021, we participated in various government drug rebate programs related to the sale of Renacidin®, our most important pharmaceutical product.

These programs include the Veterans Affairs Federal Supply Schedule (“FSS”), and the Medicare Part D Coverage Gap Discount Program (“CGDP”).

During 2023 and 2022, we participated in various government drug rebate programs related to the sale of Renacidin, our most important pharmaceutical product.

These programs include the Veterans Affairs Federal Supply Schedule (“FSS”), and the Medicare Part D Coverage Gap Discount Program (“CGDP”).

These programs require us to sell our product at a discounted price, typically given in the form of a rebate.

2 unchanged sentences

We sell our medical lubricants directly to end users or to contract manufacturers utilized by the end users.

Domestic sales of medical lubricants accounted for approximately 3% of our total sales in 2022, compared with 4% in 2021.

Domestic sales of medical lubricants accounted for approximately 3% of our total sales in both 2023 and 2022.

Although all shipments of medical lubricants to U.S.

locations are considered domestic sales, a percentage of those shipments are subsequently shipped by some customers to foreign manufacturing facilities, which then produce finished products that could be marketed globally.

INDUSTRIAL PRODUCTS :

Domestic sales of our specialty industrial products accounted for less than 2% of our sales in both 2022 and 2021.

These products are sold directly to end-user customers or their contract manufacturers, who incorporate these products into their finished products.

We will discontinue manufacturing and distribution of these products in the second quarter of 2023.

because sales of these products represent less than 2% of total sales, and the small production scale.

ISO 9001:2015 CERTIFICATION

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From December 2009 to July 2018, we were registered under the ISO 9001:2008 standard.

UNITED-GUARDIAN, INC.

We primarily compete in the specialty ingredients/products space.

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To improve our competitive position, we are strengthening our core capabilities and investing in product development, especially in naturally-derived products.

We will also continue providing high-quality products, excellent technical service and continue to be a reliable supplier.

We will also continue providing high-quality products, excellent technical service and we will continue to be a reliable supplier.

INTELLECTUAL PROPERTY

In recent years.

we have elected to rely on trade secret protection to protect our intellectual property for proprietary product formulations and manufacturing methods.

In recent years, we have elected to rely on trade secret protection to protect our intellectual property for proprietary product formulations and manufacturing methods.

We will file for patent protection in situations where we believe that relying on trade secret protection alone would not provide sufficient protection.

We own the Lubrajel®, Renacidin®, and Clorpactin®

We own the Lubrajel®, Renacidin®, Clorpactin®, Excellence Through Innovation ®, and Natrajel™ trademarks.

UNITED-GUARDIAN, INC.

RAW MATERIALS

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Although some of those raw materials may be manufactured overseas, all of our suppliers are located within the United States.

All of our products were impacted, to varying degrees, by the volatility of raw material costs during 2022, and these conditions are likely to continue in 2023.

The Company is continuing to monitor the situation in the Middle East and is working closely with its suppliers in order to manage lead times, if necessary, of its raw materials due to supply chain instability.

The principal raw materials we use consist of common industrial organic and inorganic chemicals.

We have six major raw material vendors that together accounted for approximately 90% of our raw material purchases in 2022 and 94% in 2021.

We have three major raw material vendors that together accounted for approximately 83% of our raw material purchases in 2023 and 80% in 2022.

INVENTORIES, RETURNS, AND ALLOWANCES

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If necessary, we would also be able to sell directly to the end users of our products until such time as a new distributor is put in place.

UNITED-GUARDIAN, INC.

Our pharmaceutical products are sold to, and distributed by, full-line drug wholesalers throughout the United States.

Our medical and specialty industrial products are sold directly by us to the end users of those products or, in some cases, to contract manufacturers used by some of those end users.

Our medical products are sold directly by us to the end users of those products or, in some cases, to contract manufacturers used by some of those end users.

RESEARCH AND DEVELOPMENT

Our research and development (“R&D”) team’s main focus is to develop new products and product-line extensions.

The product development activities are focused on developing products for identified customers and market needs.

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The R&D team also provides technical support services to assist our customers with application development and co-development.

In addition, the R&D team provides ongoing technical assistance and know-how to quality assurance and manufacturing personnel to ensure consistent standards for our products and to deliver environmentally responsible products that exceed customer expectations.

In addition, the R&D team provides ongoing technical assistance and knowhow to quality assurance and manufacturing personnel to ensure consistent standards for our products and to deliver environmentally responsible products that exceed customer expectations.

Our research and development expenses in 2023 were $463,992 compared with $490,770 in 2022.

We expect our research and development expenses in 2023 to be higher than those of 2022 in order to support innovation and growth.

We expect our research and development expenses in 2024 to be higher than those in 2023 in order to support innovation and growth initiatives.

Any additional increase in R&D expenses will also depend on whether capital investments are required in order to continue development work on, or to manufacture, any of the new products under development.

UNITED-GUARDIAN, INC.

We require all employees and consultants who may receive confidential and proprietary information to agree in writing to keep such information confidential.

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Some of the products we develop and sell in the United States may require approval from federal regulatory agencies, such as the U.S.

Food & Drug Administration (“FDA”), as well as state regulatory agencies.

Some products sold outside the United States may require approval from foreign regulatory agencies.

Our operations and many of our products are subject to chemical control laws.

These laws include regulation of chemical substances and inventories under and the Registration, Evaluation and Authorization of Chemicals (“REACH”) regulation in Europe, Right to Know laws under the Global Harmonized System (“GHS”) for hazard communication, and the regulation of chemicals used in the manufacture of pharmaceuticals and personal care products and contact food under the Food, Drug and Cosmetics Act in the United States.

We are an FDA Drug Establishment registered site.

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There was no material financial or other impact on our results of operations as a result of compliance with environmental laws.

UNITED-GUARDIAN, INC.

EMPLOYEES HEALTH AND SAFETY

We value all of our employees, suppliers, customers and distributors as well as the broader environment in which we all live and work.

We are committed to protecting the safety, health and security of our employees and that of the environment in which we operate.

We are committed to protecting the safety, health and security of our employees and that of the environment in which we operate.

We are further committed and have implemented strict policies against anti-discrimination, anti-harassment and anti-bulling, and will not compromise employee health and safety or the environment for profit.

5 unchanged sentences

We have recently established a carbon footprint monitoring program.

In 2023, we will be setting goals in order to minimize our impact on the environment.

We have also joined initiatives for core raw materials, such as the Roundtable on Sustainable Palm Oil (“RSPO”), to ensure that we support suppliers in protecting the environment and the people in it.

Our plan is to review our current program to ensure it covers all pertinent environmental monitoring and establish goals in 2024.

We are committed to using green chemistry principles to produce biodegradable, natural, and safe products with renewable feedstocks.

UNITED-GUARDIAN, INC.

We do not produce hazardous waste.

We comply with U.S.

Environmental Protection Agency (“EPA”) and Department of Transportation’s (“DOT”) regulations for the disposal of the solid waste.

We comply in all material respects with all laws and regulations on water discharge.

We joined EcoVadis as part of our commitment to Corporate Social Responsibility (“CSR”).

EcoVadis is a global leader in guiding, measuring, and improving corporate environmental and social responsibility and sustainability performance.

The EcoVadis assessment measured 21 key issues centered around the environment, labor & human rights, ethics, and sustainable procurement.

The EcoVadis assessment measured 21 key issues centered on the environment, labor & human rights, ethics, and sustainable procurement.

In its latest evaluation we scored in the top 15% of companies evaluated.

7 unchanged sentences

Measures to avoid emissions of dust or particles

UNITED-GUARDIAN, INC.

Labor & Human Rights:

14 unchanged sentences

Whistleblower procedure to report ethics issues

UNITED-GUARDIAN, INC.

Sustainable Procurement:

RSPO Supply Chain Certification

Formal assessment of supplier’s progress with regards to REACH requirements

No use of tin, tantalum, tungsten, gold, and/or their derivatives

2 unchanged sentences

we joined a prescription take-back program for our pharmaceutical products in the state of California.

Measures on energy consumption and GHG’s:

we created a carbon footprint procedure that will roll out later in 2023 to assess our current energy consumption, with the goal of reducing that consumption in subsequent years.

Measures on energy consumption and GHG’s:

we created a carbon footprint procedure that we continue to update and plan to roll out in 2024.

This procedure will allow us to determine our current energy consumption, with the goal of reducing that consumption in subsequent years.

Established formal CSR Policy:

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We currently have 25 employees, 3 of whom serve in an executive capacity, 18 in research, quality control and manufacturing, 2 in maintenance and construction, and 2 in office and administrative support services.

Of the total number of employees, 23 are full time.

Of the total number of employees, 23 are employed full-time.

COMPETITIVE PAY AND BENEFITS

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We believe employees should be compensated equitably based on performance, skills, and experience.

We offers a competitive benefits program to support employees through all life stages.

We offer a competitive benefits program to support employees through all life stages.

INCLUSION AND DIVERSITY

We focus significant resources on developing and retaining diverse talent and are committed to actively creating a collaborative environment of innovation that leverages the talents of a diverse workforce to drive sustainable growth and create value for our shareholders, customers, employees, and the community in which we operate.

UNITED-GUARDIAN, INC.

We focus significant resources on developing and retaining diverse talent and are committed to actively creating a collaborative environment of innovation that leverages the talents of a diverse workforce to drive sustainable growth and create value for our stockholders, customers, employees, and the community in which we operate.

TALENT MANAGEMENT

The talent management process includes a well-established performance management process that seeks to provide employees ongoing feedback to enhance their performance in support of business objectives.

The talent management process includes a well-established performance assessment process that seeks to provide employees with ongoing feedback to enhance their performance in support of business objectives.

Risk Factors.

The information to be reported under this item is not required of smaller reporting companies.

Unresolved Staff Comments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business