SEC Comment Letter for Guardian Pharmacy Services, Inc. (GRDN) (CIK 0001802255) (GRDN) — Apr 14, 2020
Guardian Pharmacy Services, Inc. (GRDN) (CIK 0001802255)
Date: April 14, 2020 · CIK: 0001802255 · Accession: 0000000000-20-003205
AI Filing Summary & Sentiment
Letter
April 13, 2020 David Morris Chief Financial Officer Guardian Pharmacy, LLC 171 17th Street NW Suite 1400 Atlanta, Georgia 30363 Re:Guardian Pharmacy, LLC Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted April 3, 2020 CIK 0001802255 Dear Mr. Morris: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 2 to Draft Registration Statement on Form S-1 Management's Discuss and Analysis of Financial Condition and Results of Operations, page 46 1.We note your risk factor disclosure regarding COVID-19 on pages 19 and 20. In light of changing trends and the overall economic outlook, please discuss how you expect the global outbreak of COVID-19 to impact your future operating results and near-and-long- term financial condition. Please refer to CF Disclosure Guidance Topic No. 9 (March 25, 2020). Choice of Forum, page 98 2.We note you revised disclosure here and in the risk factor section that the "federal district
FirstName LastNameDavid Morris Comapany NameGuardian Pharmacy, LLC April 13, 2020 Page 2 FirstName LastName David Morris Guardian Pharmacy, LLC April 13, 2020 Page 2 court for the District of Delaware will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act." Please clearly state whether or not such provision applies to actions arising under the Exchange Act and enhance your risk factor disclosure related to this provision, including but not limited to the enforceability of the provision, increased costs to bring a claim, limited access to information and other imbalances of resources between the company and shareholders, and that this provision can discourage claims or limit shareholders' ability to bring a claim in a judicial forum that they find favorable. You may contact Keira Nakada at 202 551-3659 or Angela Lumley at 202-551-3398 if you have questions regarding comments on the financial statements and related matters. Please contact Jennifer Lopez at 202-551-3792 or Jacqueline Kaufman at 202-551-3797 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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April 13, 2020
David Morris
Chief Financial Officer
Guardian Pharmacy, LLC
171 17th Street NW
Suite 1400
Atlanta, Georgia 30363
Re:Guardian Pharmacy, LLC
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 3, 2020
CIK 0001802255
Dear Mr. Morris:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1
Management's Discuss and Analysis of Financial Condition and Results of Operations, page 46
1.We note your risk factor disclosure regarding COVID-19 on pages 19 and 20. In light of
changing trends and the overall economic outlook, please discuss how you expect the
global outbreak of COVID-19 to impact your future operating results and near-and-long-
term financial condition. Please refer to CF Disclosure Guidance Topic No. 9 (March 25,
2020).
Choice of Forum, page 98
2.We note you revised disclosure here and in the risk factor section that the "federal district
FirstName LastNameDavid Morris
Comapany NameGuardian Pharmacy, LLC
April 13, 2020 Page 2
FirstName LastName
David Morris
Guardian Pharmacy, LLC
April 13, 2020
Page 2
court for the District of Delaware will be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act." Please clearly state
whether or not such provision applies to actions arising under the Exchange Act
and enhance your risk factor disclosure related to this provision, including but not limited
to the enforceability of the provision, increased costs to bring a claim, limited access to
information and other imbalances of resources between the company and shareholders,
and that this provision can discourage claims or limit shareholders' ability to bring a claim
in a judicial forum that they find favorable.
You may contact Keira Nakada at 202 551-3659 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennifer Lopez at 202-551-3792 or Jacqueline Kaufman at 202-551-3797 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services