UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 20, 2024, Guardian Pharmacy Services, Inc. (the “Company”) entered into a Borrower Assignment, Assumption and Joinder Agreement (the “Assignment and Assumption Agreement”), with Guardian Pharmacy, LLC, as assignor (the “Assignor”), the guarantors listed on the signature pages thereto and Regions Bank, as Agent (the “Agent”). The Assignment and Assumption Agreement relates to the Third Amended and Restated Loan and Security Agreement dated as of April 23, 2018, by and among the Assignor, the guarantors party thereto, the lenders party thereto and the Agent (as amended from time to time, the “Loan Agreement”).
Pursuant to the Assignment and Assumption Agreement, the Assignor assigned to the Company all of the Assignor’s rights, interests, duties, obligations and liabilities as the “Borrower” under the Loan Agreement. Further pursuant to the Assignment and Assumption Agreement, the Company granted to the Agent a security interest in (i) all of its real and personal property, (ii) all of the issued and outstanding equity interests of its wholly owned subsidiaries and (iii) those issued and outstanding equity interests held by the Company in its non-wholly owned subsidiaries, in each case to secure all obligations outstanding under the Loan Agreement.
The foregoing summary of the Assignment and Assumption Agreement does not purport to be complete and is qualified in its entirety by the full text of the Assignment and Assumption Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Assignment and Assumption Agreement is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Borrower Assignment, Assumption and Joinder Agreement, dated as of December 20, 2024, by and among Guardian Pharmacy, LLC, as assignor, Guardian Pharmacy Services, Inc., as assignee, the guarantors party thereto and Regions Bank, as Agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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. | ||||||
| December 20, 2024 |
By: | /s/ David K. Morris | ||||
| Name: | David K. Morris | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||