What changed in this filing

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Item 9A. Controls and Procedures

2024-07-01 compared with 2023-06-29 · 1497 added, 689 removed, 934 unchanged (70% of the section changed)

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As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the

end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, our Chief Executive Officer and our Chief Financial

Officer concluded that our disclosure controls and procedures were effective as of March 31, 2023 at the reasonable assurance level.

Report on Internal Control Over Financial Reporting

Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures based on the

criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission on Internal Control (“COSO”),

as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, our Chief Executive Officer and our

Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2024 to ensure that

information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and such information

is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a misstatement of our annual or interim financial statements will not be prevented or detected on a timely

As of March 31, 2024, we identified the following control deficiencies that we believe constituted individually, and in the aggregate,

material weaknesses in the design and operation components of our internal controls within the COSO framework:

were unable to formalize and implement revised controls, policies and procedure documentation to evidence a system of internal

controls, including testing of such revised controls, that was consistent with available personnel and resources;

failed to maintain effective control activities over our control environment, risk assessment, information technology and monitoring

had insufficient segregation of duties, oversight of work performed and lack of compensating controls in our finance and accounting

functions due to limited personnel and resources.

Annual Report on Internal Control Over Financial Reporting

control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief

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the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles, and includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable

accepted accounting principles, and includes those policies and procedures that:(1) pertain to the maintenance of records that in reasonable

detail accurately and fairly reflect the transactions and dispositions of our assets;

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may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate.

given the inherent limitations in a cost-effective system of internal control, financial statement misstatements due to error or fraud

given the inherent limitations in a system of internal control, financial statement misstatements due to error or fraud

may occur and may not be detected.

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and procedures.

is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including our Chief

Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial

Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework (2013)”

published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control

is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in

Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including

our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control

over financial reporting.

Based on its evaluation, management has concluded that our internal control over financial reporting was effective

as of March 31, 2023 at the reasonable assurance level.

in internal control over financial reporting

were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d)

or 15d-15(d) of the Exchange Act during the fiscal quarter ended March 31, 2023 that materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

Management has used the framework set forth in the report entitled “Internal

Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission

to evaluate the effectiveness of our internal control over financial reporting.

Based on its evaluation, utilizing those criteria,

management has determined that, as of March 31, 2024, because of the material weaknesses described above, our internal control over

financial reporting was not effective.

A material weakness is a deficiency, or combination of deficiencies, in

internal control over financial reporting, such that there is a reasonable possibility that a misstatement of our annual or interim financial

statements will not be prevented or detected on a timely basis.

As of March 31, 2024, we identified the following control deficiencies

that we believe constituted individually, and in the aggregate, material weaknesses in the design and operation components of our internal

controls within the COSO framework:

were unable to formalize and implement revised controls, policies and procedure documentation to evidence a system of internal controls,

including testing of such revised controls, that was consistent with available personnel and resources;

failed to maintain effective control activities over our control environment, risk assessment, information technology and monitoring

had insufficient segregation of duties, oversight of work performed and lack of compensating controls in our finance and accounting

functions due to limited personnel and resources.

deficiencies in our internal controls over financial reporting and disclosure controls and procedures are described above and our efforts

to remediate these deficiencies are described below.

Please also see Item 1A-Risk Factors:

“ We have identified material weaknesses

in our internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial

condition, cash flows and results of operations in a timely and fairly stated manner and/or increase the risk of future misstatements,

which could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause

the market value of our common shares and/or debt securities to decline.”

in Internal Controls Over Financial Reporting

the fiscal year ended March 31, 2024, as a result of reviews and assessments of internal controls over financial reporting conducted

by the Company’s CFO appointed on September 5, 2023 over the last seven month period ended March 31, 2024, the Company identified

material weaknesses in internal controls over financial reporting as further detailed above and began remediation efforts which are detailed

below, with such activities expected to result in further changes in internal control over financial reporting as necessary to remediate

the identified material weaknesses.

efforts to address material weaknesses in internal controls over financial report ing

intend to revise the existing control environment documentation, designing and implementing controls, policies and procedure documentation

that is consistent with our current personnel, resources and capabilities, with significant focus on controls relating to financial oversight,

management, analysis and reporting of operations emanating from the Company’s manufacturing, marketing and distribution of its

Elite Laboratory label product line.

Please note that these material weaknesses cannot be considered remediated until the applicable

remedial controls operate for a sufficient period of time, allowing management, through testing, to reach a conclusion on such controls

design and operational effectiveness.

OTHER INFORMATION .

Effective as of June 28, 2023, Mark Pellegrino ceased to be employed by

The Company has begun a search for a new chief financial officer.

Nasrat Hakim, the Company’s President and Chief Executive

Officer, will serve as the Company’s Principal Financial Officer and Principal Accounting Officer until a new chief financial officer

is identified and hired.

the fiscal year ended March 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities

Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as

such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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Chief Executive Officer and Director

Chief Commercial Officer

September 2022

Commercial Officer

Vice President of Operations

Financial Officer

principal occupations and employment of each Director and executive officer during the past five years is set forth below.

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to our amended and restated bylaws, our Board of Directors is classified into three separate classes of directors.

director currently holds office until the expiration of the term of his class (each for three years) and until his successor is duly

elected and qualified, or until such director’s death, resignation, or removal.

Each director currently

holds office until the expiration of the term of his class (each for three years) and until his successor is duly elected and qualified,

or until such director’s death, resignation, or removal.

Hakim has served as a Director, President, and Chief Executive officer since August 2013.

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he is qualified to serve as a director.

Whitnell has served as a Director since October 23, 2009, Chairman of the Audit Committee, member of the Compensation Committee

since October 2009 and designated by the Board as an “audit committee financial expert” as defined under applicable

rules under the Exchange Act.

Whitnell has served as a Director since October 23, 2009, Chairman of the Audit Committee, member of the Compensation Committee since

October 2009 and designated by the Board as an “audit committee financial expert” as defined under applicable rules under

the Exchange Act.

Since April 2015, Mr.

Whitnell has provided financial advisory services, primarily to the healthcare

industry, including LifeWatch Services, where he served as the Vice President, Finance & Controller.

From June 2010 to March

Whitnell was the Chief Financial Officer for ReliefBand Medical Technologies, a medical device company.

From June 2009 to

June 2010, Mr.

Whitnell provided financial advisory services to various healthcare companies, including ReliefBand Medical

Technologies.

Whitnell has provided financial advisory services, primarily to the healthcare industry, including

LifeWatch Services, where he served as the Vice President, Finance & Controller.

From June 2010 to March 2015, Mr.

Whitnell was the

Chief Financial Officer for ReliefBand Medical Technologies, a medical device company.

From June 2009 to June 2010, Mr.

Whitnell was Chief Financial Officer and Senior Vice President of Finance at Akorn,

Whitnell provided

financial advisory services to various healthcare companies, including ReliefBand Medical Technologies.

From June 2004 to June 2009,

Whitnell was Chief Financial Officer and Senior Vice President of Finance at Akorn, Inc.

From June 2002 to June 2004, Mr.

Whitnell was Vice President of Finance and Treasurer for Ovation Pharmaceuticals (acquired by

was Vice President of Finance and Treasurer for Ovation Pharmaceuticals (acquired by Lundeck).

From 1997 to 2001, Mr.

Whitnell was Vice President of Finance and Treasurer for MediChem Research (acquired by deCODE

Whitnell was Vice

President of Finance and Treasurer for MediChem Research (acquired by deCODE genetics).

Prior to 1997, Mr.

Whitnell held various finance positions at Akzo Nobel and Motorola.

Whitnell began his career as

an auditor with Arthur Andersen & Co.

He is a certified public accountant and holds an M.B.A.

in Finance from the University of

Chicago Booth School of Business and a B.S.

in Accounting from the University of Illinois.

Whitnell’s qualifications as an

accounting and audit expert led to the conclusion that he is qualified to serve as a director.

Whitnell held various finance

positions at Akzo Nobel and Motorola.

Whitnell began his career as an auditor with Arthur Andersen & Co.

He is a certified public

accountant and holds an M.B.A.

in Finance from the University of Chicago Booth School of Business and a B.S.

in Accounting from the University

Whitnell’s qualifications as an accounting and audit expert led to the conclusion that he is qualified to serve

as a director.

Caskey has served as a Director since April 2016, and a member of the Audit Committee, the nominating Committee and the Compensation

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and Lamar University, and holds bachelor’s and master’s degrees.

Kirkov joined

Elite in September 2022, as an accomplished and multi-faceted leader with more than twenty years of in-depth business development

skills across international pharmaceutical organizations.

Kirkov joined Elite in September 2022, as an accomplished and multi-faceted leader with more than twenty years of in-depth business

development skills across international pharmaceutical organizations.

Before joining Elite, Mr.

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From April 2008 to February 2020, Mr.

Kirkov was employed by Sandoz and served in positions of increasing responsibilities beginning with Country Head & Managing

Director of Bulgaria from 2008 to 2011.

employed by Sandoz and served in positions of increasing responsibilities beginning with Country Head & Managing Director of Bulgaria

from 2008 to 2011.

From 2011 to 2013, Mr.

Kirkov served as Sandoz’s Business Unit Head, Branded

Prescription Generics in Russia, and most recently, from January 2013 to February 2020, served as Sandoz’s Executive Director,

Commercial Operations.

Kirkov brings with him a broad range of experience in the areas of business development, operationalization of commercial strategy, and implementation of retail and wholesale channel sales operations, having overseen sales portfolios consisting of 400+

product families, and 1,500+ SKUs covering both generic and branded products.

Mr.Kirkov has a

Bachelor of Science in Mechanical Engineering/Engineering Management from

the University of Ottawa, two Masters of Science degrees respectively in Naval Architecture and Ocean Systems Management from the Massachusetts

Institute of Technology, a Master of Science in Applied Positive Psychology and Coaching from the University of

East London, and an MBA from the University of Durham.

Kirkov served as Sandoz’s Business Unit Head, Branded Prescription Generics in Russia,

and most recently, from January 2013 to February 2020, served as Sandoz’s Executive Director, Commercial Operations.

brings with him a broad range of experience in the areas of business development, operationalization of commercial strategy, and implementation

of retail and wholesale channel sales operations, having overseen sales portfolios consisting of 400+ product families, and 1,500+ SKUs

covering both generic and branded products.

Kirkov has a Bachelor of Science in Mechanical Engineering/Engineering Management from the

University of Ottawa, two Masters of Science degrees respectively in Naval Architecture and Ocean Systems Management from the Massachusetts

Institute of Technology, a Master of Science in Applied Positive Psychology and Coaching from the University of East London, and an MBA

from the University of Durham.

Plassche has served as Executive Vice President of Operations since August 2013.

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has a bachelor’s degree in Economics from Rochester University.

Ward has served as Chief Financial Officer, Secretary and Treasurer of the Company since September 5, 2023.

second tenure with the Company, previously serving in the same positions as currently from July 2009 through May 2021.

In between Mr.

Ward’s roles with the Company, he served as Chief Financial Officer of Mirror Biologics, a privately held biotech organization

from September 2022 to July 2023 and as CFO of Enveric Biosciences, a NASDAQ listed biotech company, from May 2021 to September 2022.

Prior to initially joining the Company, from July 2005 to April 2009, Mr.

Ward filled multiple finance and supply chain leadership roles

with the Actavis Group and its U.S.

subsidiary, Amide Pharmaceuticals.

From September 2004 to June 2005, Mr.

Ward was a consultant, mainly

engaged in improving internal controls and supporting Sarbanes Oxley compliance of Centennial Communications Inc, a NASDAQ listed wireless

communications provider.

Ward began his career as a certified public accountant in the audit department of KPMG.

in Accounting from Long Island University from where he graduated summa cum laude.

are no family relationships between any of our directors and executive officers.

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Guide (although our securities are not listed on the NYSE American LLC or any other national exchange).

The members of the Nominating Committee are Nasrat Hakim (Chairman of the Nominating Committee), Dr.

members of the Nominating Committee are Nasrat Hakim (Chairman of the Nominating Committee), Dr.

Barry Dash, and Davis Caskey.

There were no material changes to the procedures by which security holders may recommend nominees to our

Board of Directors since the filing of our last Annual Report on Form 10-K.

The members of the Compensation Committee are Dr.

Barry Dash (Chairman of the Compensation Committee),

Jeffrey Whitnell, Davis Caskey and Nasrat Hakim.

were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since the filing

of our last Annual Report on Form 10-K.

members of the Compensation Committee are Dr.

Barry Dash (Chairman of the Compensation Committee), Jeffrey Whitnell, Davis Caskey and

Nasrat Hakim.

Section 16 Reports

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than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file.

Based solely on its review of copies of such reports and upon written representations

from each of the Company’s officers and directors, the Company believes that, for the year ended March 31, 2023, all Section 16(a)

filing requirements applicable to the Company’s officers, directors and greater than ten percent stockholders were complied with

on a timely basis, except for one Form 3 filed on June 3, 2022 by Robert Chen, which was late due to a filing code issue, and one Form

4 filed on June 26, 2023 to report an award of options to Doug Plassche on January 3, 2023, which was late due to an administrative error.

solely on its review of copies of such reports and upon written representations from each of the Company’s officers and directors,

the Company believes that, for the year ended March 31, 2024, all Section 16(a) filing requirements applicable to the Company’s

officers, directors and greater than ten percent stockholders were complied with on a timely basis.

of Conduct and Ethics

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EXECUTIVE COMPENSATION

Portions of the Proxy Statement for the registrant’s 2023 Annual

Meeting of Shareholders which is to be filed subsequent to the date hereof are incorporated by reference.

of the Compensation Committee

Company formed the Compensation Committee in June 2007.

Since the formation of the Compensation Committee all elements of the executives’

compensation are determined by the Compensation Committee, which currently is comprised of three independent non-employee directors,

and one director who is also the Company’s Chief Executive Officer.

However, the Compensation Committee’s decisions concerning

the compensation of the Company’s Chief Executive Officer and equity awards are subject to ratification by the full Board of Directors.

The members of the Compensation Committee are Dr.

Barry Dash (Chairman of the Compensation Committee), Jeffrey Whitnell, Davis Caskey

and Nasrat Hakim.

The Compensation Committee operates pursuant to a charter.

Under the Compensation Committee charter, the Compensation

Committee has authority to retain compensation consultants, outside counsel, and other advisors that the committee deems appropriate,

in its sole discretion, to assist it in discharging its duties, and to approve the terms of retention and fees to be paid to such consultants.

During the fiscal year ended March 31, 2024, the Compensation Committee did not engage any advisors.

Executive Officers

named executive officers for the fiscal year ended March 31, 2024 were:

Hakim, Chief Executive Officer and President for the full year;

Plassche, Executive Vice President for the full year

Ward, Chief Financial Officer since September 5, 2023

individuals are referred to collectively as the “Named Executive Officers”.

Executive Compensation Program

approach to executive compensation is driven by our belief in rewarding people for consistently strong execution and performance.

believe that the ability to attract and retain qualified executive officers and other key employees is essential to our long-term success.

Our plan to obtain and retain highly skilled employees is to provide significant incentive compensation opportunities and market competitive

We strive to link individual employee objectives with overall company strategies and results, and to reward executive officers

and significant employees for their individual contributions to those strategies and results.

Furthermore, we believe that equity ownership

serves to align the interests of our executives with those of our stockholders.

As such, equity is a key component of our compensation

primary elements of our executive compensation program are base salary, incentive cash and stock bonus opportunities and equity incentives

typically in the form of stock option grants or stock awards.

Although we provide other types of compensation, these three elements are

the principal means by which we provide the Named Executive Officers with compensation opportunities.

of our executive compensation program

pay a base salary to each of the Named Executive Officers.

In general, base salaries for the Named Executive Officers are determined

by evaluating the responsibilities of the executive’s position, the executive’s experience, and the competitive marketplace.

Base salary adjustments are considered and take into account changes in the executive’s responsibilities, the executive’s

performance, and changes in the competitive marketplace.

We believe that the base salaries of the Named Executive Officers are appropriate

within the context of the compensation elements provided to the executives and because they are at a level which remains competitive

in the marketplace.

the section below entitled “ Agreements with Named Executive Officers ”, we describe the breakdown between compensation

paid in cash and in equity for each Named Executive Officer during the fiscal year ended March 31, 2024.

Executive Officers may earn discretionary bonuses, which are awarded by the Compensation Committee in its discretion after the end of

a fiscal year based on its assessment of factors including Company and individual performance.

In addition, as described in the section

below entitled “ Agreements with Named Executive Officers ,” Mr.

Plassche received a cash bonus of $165,032 during the

fiscal year ended March 31, 2024, and a retention bonus of $150,000.

Ward assumed his position as Chief Financial Officer on September

5, 2023 and was not paid a cash bonus during the fiscal year ended March 31, 2024.

addition to cash compensation, our Named Executive Officers from time to time are granted stock options.

During the fiscal year ended

March 31, 2024, in connection with his initial employment, Mr.

Ward was granted options to purchase 3,000,000 shares of common stock

at a price of $0.0898 per share.

All options granted include vesting periods consisting of one-third of total options granted vesting

on each of the first, second and third anniversaries of the grant date, with current employment being a requisite for all vesting.

granted expire the earlier of ten years from the grant date or 90 days subsequent to the employee’s last date of employment.

maintain a tax-qualified retirement plan under Section 401(k) of the Code.

The plan allows employees to defer compensation on a pre-tax

basis subject to certain limits;

however, Elite does not provide a matching contribution to its participants.

Hakim receives a monthly car allowance of up to $1,500 pursuant to the terms of his employment agreement.

Plassche receives a monthly

car allowance of up to $500.

Hakim is also entitled to a monthly housing allowance up to $5,000.

The value of the perquisites we

provide are taxable to the Named Executive Officers and the incremental cost to us of providing these perquisites are reflected in the

Summary Compensation Table.

The Board of Directors believes that the perquisites provided are reasonable and appropriate.

generally covers life insurance premiums for its employee population, including its Named Executive Officers.

For more information on

perquisites provided to the Named Executive Officers, please see the “ All Other Compensation ” column of the Summary

Compensation Table.

with Named Executive Officers

to his August 2013 employment agreement, as amended on January 12, 2016 and September 26, 2023 (the “Hakim Employment Agreement”),

as of April 1, 2023, Mr.

Hakim receives an annual salary of $1,000,000 per year payable in accordance with the Company’s payroll

The Board may also award discretionary bonuses in its sole discretion.

Hakim is entitled to employee benefits (e.g., health,

vacation, employee benefit plans and programs) consistent with other Company employees of his seniority, a car allowance of $1,500 and

housing allowance of $5,000 per month, respectively.

The Hakim Employment Agreement contains confidentiality, non-competition and other

standard restrictive covenants.

Hakim’s employment is terminable by the Company for cause (as defined in the Hakim Employment Agreement).

The Hakim Employment

Agreement also may be terminated by the Company upon at least 30 days written notice due to disability (as defined in the Hakim Employment

Agreement) or without cause.

Hakim can terminate the Hakim Employment Agreement by resigning, provided he gives notice at least 60

days prior to the effective resignation date.

Hakim is terminated for cause or he resigns, he only is entitled to accrued and unpaid annual salary, accrued vacation time and any

reasonable and necessary business expenses, all through the date of termination (“Basic Termination Benefits”).

is terminated because of disability or death, in addition to Basic Termination Benefits, he is entitled to a pro rata discretionary bonus,

if any, as awarded by the Board in its sole discretion, from the beginning of the calendar year of termination through the date of termination,

payable in a lump sum.

In addition, in the event of the termination of Mr.

Hakim’s employment due to his disability, he will be

entitled to a lump sum payment within 60 days of the termination date equal to one year of his base salary, subject to his execution

of a release.

If the Company terminates Mr.

Hakim without cause, in addition to Basic Termination Benefits, Mr.

Hakim is entitled to

his pro rata discretionary bonus, if any, as awarded by the Board in its sole discretion, from the beginning of the calendar year of

termination through the date of termination and an amount equal to two years’ annual base salary, all payable in a lump sum within

60 days of the termination date, and 12 months of continued health insurance continuation under the Consolidated Omnibus Budget Reconciliation

Act of 1985, as amended (“COBRA”), at active employee rates, subject to his execution of a release and his continued compliance

with applicable restrictive covenants.

a termination of employment in connection with a Change of Control (as defined below), in addition to Basic Termination Benefits, Mr.

Hakim is entitled to a pro rata discretionary bonus and payment in an amount equal to two year’s base annual salary in effect upon

the Date of Termination, less applicable deductions, and withholdings, in a lump sum within 60 days, and two years of health care continuation

In addition, all outstanding unvested equity held by Mr.

Hakim will then vest.

the Hakim Employment Agreement:

means (1) Mr.

Hakim’s failure or refusal to perform the services required under the agreement, (2) the material breach by Mr.

of any of the terms of the agreement, or (3) Mr.

Hakim’s conviction of a crime that results in imprisonment or involves embezzlement,

dishonest or activities injurious to the Company or its reputation.

of Control” means generally (1) an acquisition or merger resulting in the holders of the Company’s voting stock immediately

prior to the transaction holding less than fifty (50%) percent of the combined voting power after the transaction;

(2) the sale of all

or substantially all of the assets or capital stock of the Company;

or (3) the securities of the Company representing greater than fifty

(50%) percent of the combined voting power of the Company’s then outstanding voting securities are acquired in a single transaction

or series of related transactions.

means that Mr.

Hakim is prevented by illness, accident or other disability (mental or physical) from performing the essential functions

of his position for one or more periods cumulatively totaling 3 months during any consecutive 12 month period.

July 20, 2013, the Company entered into an employment agreement with Mr.

Douglas Plassche (the “Plassche Employment Agreement”).

Pursuant to the Plassche Employment Agreement, Mr.

Plassche serves as an at-will employee, in the position of Vice President of Operations,

commencing on August 12, 2013.

The Plassche Employment Agreement includes an initial base salary of $205,000 being paid in accordance

with the Company’s payroll practices and an annual stock award in an amount equal to $25,000.

The Common Stock component of Mr.

Plassche’s compensation is to be computed on an annual basis, with the number of shares issued being equal to the quotient of the

annual amount due, divided by the average daily closing price of the Company’s Common Stock for the calendar year just ended.

Plassche is also eligible for an annual bonus in cash and/or equity-based awards, with such annual bonus being awarded based upon the

achievement of agreed milestones and at the discretion of the Company and its Chief Executive Officer.

In addition, pursuant to the Plassche

Employment Agreement, Mr.

Plassche was initially granted options to purchase 3,000,000 shares of Common Stock, at a price of $ 0.07 per

share, (the closing price of the Common Stock on the date of the Plassche Employment Agreement).

The options were issued pursuant to

the 2004 Employee Stock Option Plan and vested over a period of three years with the vesting period commencing one year from the date

of issuance and expired, unexercised, ten years from the date of issuance in July of 2023.

Plassche is entitled to a monthly automobile allowance of $500.

Plassche’s employment is terminable by either party.

If the Company terminates Mr.

Plassche without cause, Mr.

Plassche is entitled

to an amount equal to six months of base annual salary in effect upon the date of termination.

his tenure, Mr.

Plassche’s compensation was increased from time to time by the Board and the annual stock award was removed.

March 1, 2024, Mr.

Plassche’s compensation was adjusted to include an annual salary of $346,567 payable in accordance with the

Company’s payroll practices.

February 18, 2022, Mr.

Plassche entered into a second retention agreement with the Company (the “2022 Plassche Retention Agreement”),

as an incentive for his continued employment and cooperation during a transitional period for the Company.

Pursuant to the 2022 Plassche

Retention Agreement, Mr.

Plassche is entitled to a $150,000 retention payment on each of October 31, 2022 and June 30, 2023, subject

in each case to his continued employment through such date.

The retention payments have been made to Mr.

Plassche in accordance with

2022 Plassche Retention Agreement.

September 5, 2023, the Company entered into an employment agreement with Mr.

Carter Ward, effective as of September 5, 2023 to served

as the Company’s Chief Financial Officer (the “Ward Employment Letter”).

Pursuant to the Ward Employment Letter, Mr.

Ward receives an annual base salary of $275,000, guaranteed annual bonus equal to 20% of annual base salary and is eligible to receive

additional performance bonuses of up to 30% of annual base salary as determined from time to time by the Company’s Board of Directors.

In addition and also pursuant to the Ward Employment Letter, the Company’s Board of Directors approved the grant of options to

purchase 3,000,000 shares of Common Stock at a price equal to the closing price of the Company’s Common Stock on the first date

Ward’s employment pursuant to the Ward Employment Letter.

Ward Employment Agreement will remain in effect until terminated by either party with at least 60 days advance written notice.

the Ward Employment Agreement is subject to early termination by Mr.

Ward or the Company in accordance with the terms of the Ward Employment

to the Ward Agreement, if Mr.

Ward’s employment is terminated by the Company without cause, then the Company must pay Mr.

in addition to any then-accrued and unpaid obligations owed to him, severance payments equal to two months of his then-current base salary

for each year of service, up to a maximum of 12 months, and 12 months of continued health insurance continuation under COBRA, at active

employee rates, in each case, subject to his execution of a release and his compliance with applicable restrictive covenants.

Ward Employment Agreement also contains covenants restricting Mr.

Ward from soliciting the Company’s employees or customers during

his employment and for a period of 12 months after the termination of Mr.

Ward’s employment with the Company and prohibiting him

from disclosure of confidential information regarding the Company at any time.

Payments Upon Termination or Change of Control

Hakim, Plassche and Ward are entitled to certain benefits upon a termination event (and in the case of Mr.

Hakim, in connection with

a change of control), as described in the section entitled “Agreements with Named Executive Officers ” above.

do not presently provide the Named Executive Officers with any plan or arrangement, other than those that may be contained in the employment

contracts disclosed above, in connection with any termination, including, without limitation, through retirement, resignation, severance,

or constructive termination (including a change in responsibilities) of such Named Executive Officer’s employment with the Company.

part of the Company’s efforts to ensure the retention and continuity of key employees, officers, and directors in the event of

a change of control of the ownership of the Company, unless otherwise stated in applicable employment contracts, key executives would

receive an amount not to exceed twelve months of such executive’s salary, and certain Directors and managers would receive an amount

equal to six months of such Director’s or manager’s fees or salaries, as applicable.

In addition, any outstanding and unvested

options would immediately vest, in the event of a change of control.

Compensation Table

and Principal Position

Hakim, President,

Executive Officer and Chairman of the Board of Directors

Vice President

Financial Officer 8

salary earned by Mr.

Hakim pursuant to the Hakim Employment Agreement for the fiscal years ended March 31, 2024 and 2023.

earned during the fiscal year ended March 31, 2024 were paid in accordance with the Company’s payroll practices.

Salaries earned

during the fiscal year ended March 31, 2023 were to be paid via the issuance of Common Stock in lieu of cash.

No shares were issued

in payment of salaries earned during the fiscal year ended March 31, 2023.

In aggregate a total of $3,125,000 was owed to Mr.

for salaries earned but unpaid for all prior years through and including the fiscal year ended March 31, 2023.

On March 29, 2024,

a total of 49,534,368 shares of Common Stock were issued in full satisfaction pursuant to the Hakim Employment Agreement for this

bonus earned by Mr.

Hakim for the fiscal years ended March 31, 2024 and 2023, respectively, and paid in accordance with the Company’s

payroll practices.

annual auto and housing allowances of $18,000 and $60,000, respectively.

salaries earned by Mr.

Plassche pursuant to the Plassche Employment Agreement and paid in accordance with the Company’s payroll

cash bonuses earned pursuant to the Plassche Employment Agreement and retention bonuses earned pursuant to the 2022 Plassche Retention

Agreement and paid in accordance with the Company’s payroll practices.

options to purchase 7,500,000 shares of Common Stock at a price of $0.03 per share with the grant date fair value of such option awards being determined using the Black Scholes option-pricing model.

annual auto allowances.

Ward has served as the Company’s Chief Financial Officer since September 5, 2023.

salaries earned by Mr.

Ward pursuant to the Ward Employment Agreement and paid in accordance with the Company’s payroll practices.

options to purchase 3,000,000 shares of Common Stock at a price of $0.0898 per share with the grant date fair value of such option awards being determined using the Black Scholes option-pricing model.

amounts in these columns reflect the grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718,

excluding the effect of estimated forfeitures.

See Note 13 to the Consolidated Financial Statements contained in the Company’s

report on Form 10-K for the fiscal year ended March 31, 2024 for the assumptions used in the valuations that appear in this column.

Equity Awards as of March 31, 2024

Unexercisable

Douglas Plassche

vest in equal annual increments of 2,500,000 shares on January 3, 2024, January 3, 2025 and January 3, 2026.

vest in equal annual increments of 1,000,000 shares on September 5, 2024, September 5, 2025 and September 5, 2026

Fee Compensation

Company’s policy regarding director fees is as follows:

(i) Directors who are employees or consultants of the Company (and/or any

of its subsidiaries), including Mr.

Hakim, receive no additional remuneration for serving as directors or members of committees of the

(ii) all Directors are entitled to reimbursement for out-of-pocket expenses incurred by them in connection with their attendance

at the Board or committee meetings;

(iii) Directors who are not employees or consultants of the Company (and/or any of its subsidiaries)

receive a $30,000 annual retainer fee, payable in cash (iv) Directors do not receive any additional compensation for attendance at or

chairing of any meetings.

following table sets forth information concerning director compensation for the year ended March 31, 2024:

Jeffrey Whitnell

refer to the section below titled “Director Fee Compensation” for details on the Company’s director fee compensation

No directors held unexercised or unvested stock or option awards as of March 31, 2024.

represent Director fees earned during the fiscal year ended March 31, 2024 payable in cash.

Company’s Articles of Incorporation, as amended, provide for the indemnification of each of the Company’s directors to the

fullest extent permitted under Nevada General Corporation Law.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information, as of June 23, 2023 (except as otherwise indicated), regarding beneficial ownership of

our Common Stock by (i) each person who is known by us to own beneficially more than 5% of each such class, (ii) each of our directors,

(iii) each of our executive officers and (iv) all our directors and executive officers as a group.

As of June 23, 2023, we had 1,013,915,081

shares of Common Stock outstanding (exclusive of 0.1 million treasury shares).

On any matter presented to the holders of our Common Stock

for their action or consideration at any meeting of our Shareholders, each share of Common Stock entitles the holder to one vote.

following table sets forth certain information, as of June 26, 2024 (except as otherwise

indicated), regarding beneficial ownership of our Common Stock by (i) each person who is known by us to own beneficially more than 5%

of each such class, (ii) each of our directors, (iii) each of our executive officers and (iv) all our directors and executive officers

As of June 26, 2024 we had 1,068,273,108 shares of Common Stock outstanding

(exclusive of 0.1 million treasury shares).

On any matter presented to the holders of our Common Stock for their action or consideration

at any meeting of our Shareholders, each share of Common Stock entitles the holder to one vote.

used in the table below and elsewhere in this report, the term beneficial ownership with respect to a security consists of sole or shared

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Shareholders listed in the table have sole voting and investment powers with respect to the shares indicated.

and Address of Beneficial Owner of Common Stock

Hakim, President, Chief Executive Officer and Chairman of the Board of Directors*

Address of Beneficial Owner of Common Stock

Nasrat Hakim, President, Chief

Executive Officer and Chairman of the Board of Directors*

300,581,058 (1)

Dash, Director*

Barry Dash, Director*

3,235,555 (2)

Whitnell, Director*

Jeffrey Whitnell, Director*

3,187,020 (3)

Caskey, Director*

Davis Caskey, Director*

2,049,436 (4)

Plassche, Executive Vice President *

Douglas Plassche, Executive Vice President

3,633,932 (5)

Mark Pellegrino

Directors and Officers as a group

Carter Ward, Chief Financial Officer

4,990,445 (6)

All Directors and Officers

317,677,446 (7)

address is c/o Elite Pharmaceuticals Inc., 165 Ludlow Avenue, Northvale, NJ 07647.

167,114,882 shares of Common Stock held and 49,701,277 shares of Common Stock due and owing to Mr.

Hakim as of March 31, 2023 (the

latest practicable date) for compensation earned pursuant to Mr.

Hakim’s employment agreement with the Company and 79,008,661

219,349,250 shares of Common Stock held by Mr.

Hakim and 2,223,147 shares of Common Stock held by Mr.

Hakim’s spouse and 79,008,661

shares of Common Stock issuable upon cash exercise of the Series J Warrants with an exercise price of $0.1521 per share.

2,687,898 shares of Common Stock held and 547,657 shares of Common Stock due and owing to Dr.

Dash as of March 31, 2023 (the latest

practicable date) for Directors fees accrued as of such date.

2,639,363 shares of Common Stock held and 547,657 shares of Common Stock due and owing to Mr.

Whitnell as of March 31, 2023 (the

latest practicable date) for Directors fees accrued as of such date.

1,501,779 shares of Common Stock held and 547,657 shares of Common Stock due and owing to Mr.

Caskey as of March 31, 2023 (the latest

practicable date) Date for Directors fees accrued as of such date.

1,133,932 shares of Common Stock held and shares of Common

Stock issuable upon cash exercise of vested options to purchase 3,000,000 shares of Common Stock and excludes 7,500,000 shares issuable upon exercise of options not vested or not

3,235,555 shares of Common Stock held by Dr.

3,187,020 shares of Common Stock held by Mr.

2,049,436 shares of Common Stock held by Mr.

1,133,932 shares of Common Stock held by Mr.

Plassche and shares of Common Stock issuable upon cash exercise of vested options to

purchase 2,500,000 shares of Common Stock and excludes 5,000,000 shares issuable upon exercise of options not vested or not exercisable

within the next 60 days.

4,990,445 shares of Common Stock held by Mr.

Ward and excludes 3,000,000 shares issuable upon exercise of options not vested or not

exercisable within the next 60 days.

only to current directors and officers.

Includes 175,077,854 shares of Common Stock held, 51,344,248 shares of Common Stock due and

owing as of March 31, 2023 (the latest practicable date) for director’s fees and salaries accrued as of such date, 3,000,000

shares of Common Stock issuable upon cash exercise of vested options and 79,008,661 shares of Common Stock issuable upon cash exercise

of warrants at an exercise price of $0.1521 per share of Common Stock, and excludes 7,500,000 shares issuable upon exercise of options not vested or not exercisable within the next 60

Includes 236,168,785 shares of Common Stock held, 2,500,000 shares of Common Stock issuable

upon cash exercise of vested options and 79,008,661 shares of Common Stock issuable upon cash exercise of warrants at an exercise

price of $0.1521 per share of Common Stock, and excludes 8,000,000 shares issuable upon exercise of options not vested or not exercisable

within the next 60 days.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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The ANDAs for Amphetamine IR and Amphetamine ER are now registered under Elite’s name.

now be Elite’s partner with respect to Amphetamine IR and ER and will assume all the rights and obligations for these products

from Praxgen.

now Elite’s partner with respect to Amphetamine IR and ER and has assumed all the rights and obligations for these products from

Mikah was founded in 2009 by Nasrat Hakim.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023 is Buchbinder Tunick & Company

LLP (“ Buchbinder ”).

following table presents fees, including reimbursements for expenses, for professional audit services rendered by Buchbinder, for the

audits of our financial statements and interim reviews of our quarterly financial statements.

Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024 is Forvis Mazars LLP (“ Forvis

The Company’s independent registered public accounting firm for the fiscal year ended March 31, 2023 was Buchbinder

Tunick & Company LLP (“ Buchbinder ”).

following table presents fees, including reimbursements for expenses, for professional audit services rendered by Forvis Mazars (or its

predecessor), for the fiscal year ended March 31, 2024, and Buchbinder, for the fiscal year ended March 31, 2023 for the audits of our

financial statements and interim reviews of our quarterly financial statements.

Audit Fees - Buchbinder Tunick & Company LLP

Audit Fees - Mazars USA LLP

Audit Fees - Forvis Mazars, LLP

Audit-Related Fees

4 unchanged sentences

the fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements.

preparation of Federal, State and Local income tax returns.

Audit Committee has determined that Buchbinder’s rendering of these audit-related services was compatible with maintaining auditor’s

independence.

The Board of Directors considered Buchbinder to be well qualified to serve as our independent public accountants.

The Committee

also pre-approved the charges for services performed in Fiscal 2023.

Audit Committee pre-approves all audit related and tax services and the terms thereof (which may include providing comfort letters in

7 unchanged sentences

EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

following are filed as part of this Annual Report on Form 10-K

The following are filed as part of this Annual Report on Form 10-K

The financial statements and schedules required to be filed by Item 8 of this Annual Report on Form 10-K and listed in the Index to Consolidated

1 unchanged sentence

The Exhibits required by Item 601 of Regulation S-K and listed below in the “Index to Exhibits required by Item 601 of Regulation

Exhibits are filed with or incorporated by reference in this Annual Report on Form 10-K

The Exhibits are filed with or incorporated by reference in this Annual Report on Form 10-K

to Exhibits required by Item 601 of Regulation S-K.

25 unchanged sentences

of Common Stock, incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-K, filed with the SEC on June 29, 2020

Pharmaceuticals, Inc.

2014 Equity Incentive Plan, incorporated by reference to Appendix B to the Company’s Definitive Proxy

Statement for its Annual Meeting of Shareholders, filed with the SEC on April 3, 2014.

of Confidentiality Agreement (corporate), incorporated by reference to Exhibit 10.7 to the Form SB-2.

of Confidentiality Agreement (employee), incorporated by reference to Exhibit 10.8 to the Form SB-2.

Elite Pharmaceuticals, Inc.

Restated 2014 Equity Incentive Plan.

Form of Confidentiality Agreement (corporate), incorporated by reference to Exhibit 10.7 to the Form SB-2.

Form of Confidentiality Agreement (employee), incorporated by reference to Exhibit 10.8 to the Form SB-2.

Agreement, dated as of August 15, 2005, between New Jersey Economic Development Authority (“NJEDA”) and the Company,

4 unchanged sentences

Report on Form 8-K, dated August 1, 2013 and filed with the SEC on August 5, 2013.

August 1, 2013 Security Agreement from the Company to Mikah Pharma LLC., incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, dated August 1, 2013 and filed with the SEC on August 5, 2013.

1, 2013 Security Agreement from the Company to Mikah Pharma LLC., incorporated by reference to Exhibit 10.3 to the Current Report

on Form 8-K, dated August 1, 2013 and filed with the SEC on August 5, 2013.

15, 2013 Hakim Credit Line Agreement, incorporated by reference to Exhibit 10.16 to the Quarterly Report on Form 10-Q for the period

16 unchanged sentences

31, 2014 and filed with the SEC on February 17, 2015.

June 4, 2015 License Agreement with Epic Pharma LLC, incorporated by reference to Exhibit 10.85 to Amendment No.

1 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and filed with the SEC on July 11, 2016.

(Confidential Treatment granted with respect to portions of the Agreement).

4, 2015 License Agreement with Epic Pharma LLC, incorporated by reference to Exhibit 10.85 to Amendment No.

1 to the Annual Report

on Form 10-K for the fiscal year ended March 31, 2015 and filed with the SEC on July 11, 2016.

(Confidential Treatment granted with

respect to portions of the Agreement).

1 to Hakim Employment Agreement, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC

17 unchanged sentences

10-K, for the period ended March 31, 2017 and filed with the SEC on June 14, 2017.

May 2017 Assignment of Supply and Distribution Agreement between Dr.

Reddy’s Laboratories and Mikah Pharma, incorporated by reference to Exhibit 10.53 to the Annual Report on Form 10-K, for the period ended March 31, 2017 and filed with the SEC on June 14, 2017.

2017 Assignment of Supply and Distribution Agreement between Dr.

Reddy’s Laboratories and Mikah Pharma, incorporated by reference

to Exhibit 10.53 to the Annual Report on Form 10-K, for the period ended March 31, 2017 and filed with the SEC on June 14, 2017.

2017 Assignment of Manufacturing and Supply Agreement between Epic and Mikah Pharma, incorporated by reference to Exhibit 10.54 to

the Annual Report on Form 10-K, for the period ended March 31, 2017 and filed with the SEC on June 14, 2017.

Supply and Distribution Agreement between Dr.

Reddy’s Laboratories and Mikah Pharma, incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K, for the period ended March 31, 2017 and filed with the SEC on June 14, 2017.

(Confidential Treatment granted with respect to portions of the Agreement).

and Distribution Agreement between Dr.

Reddy’s Laboratories and Mikah Pharma, incorporated by reference to Exhibit 10.55 to

the Annual Report on Form 10-K, for the period ended March 31, 2017 and filed with the SEC on June 14, 2017.

(Confidential Treatment

granted with respect to portions of the Agreement).

Manufacturing

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treatment granted with respect to portions of the Agreement).

August 1, 2018 Amendment to the Glenmark Pharmaceuticals Inc.

USA License, Supply and Distribution Agreement, incorporated by reference to Exhibit 10.44 to the Quarterly Report on Form 10-Q, for the period ended December 31, 2019 and filed with the SEC on February 10, 2020.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)).of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)).

Development Agreement effective December 3, 2018 by and between Mikah Pharma LLC and Elite Laboratories, Inc., incorporated by reference to Exhibit 10.51 to the Annual Report on Form 10-K for the period ended March 31, 2019 and filed with the SEC on June 21, 2019 (portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)).

Asset Purchase Agreement dated November 13, 2019 by and between the Company and Nostrum Laboratories Inc., incorporated by reference to Exhibit 10.49 to the Quarterly Report on Form 10-Q, for the period ended December 31, 2019 and filed with the SEC on February 10, 2020.

January 2, 2020 Amendment to the Glenmark Pharmaceuticals Inc.

USA License, Supply and Distribution Agreement, incorporated by reference to Exhibit 10.50 to the Quarterly Report on Form 10-Q, for the period ended December 31, 2019 and filed with the SEC on February 10, 2020.

1, 2018 Amendment to the Glenmark Pharmaceuticals Inc.

USA License, Supply and Distribution Agreement, incorporated by reference

to Exhibit 10.44 to the Quarterly Report on Form 10-Q, for the period ended December 31, 2019 and filed with the SEC on February

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)).of this Agreement have

been redacted in compliance with Regulation S-K Item 601(b)(10)).

Agreement effective December 3, 2018 by and between Mikah Pharma LLC and Elite Laboratories, Inc., incorporated by reference to Exhibit

10.51 to the Annual Report on Form 10-K for the period ended March 31, 2019 and filed with the SEC on June 21, 2019 (portions of

this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)).

Purchase Agreement dated November 13, 2019 by and between the Company and Nostrum Laboratories Inc., incorporated by reference to

Exhibit 10.49 to the Quarterly Report on Form 10-Q, for the period ended December 31, 2019 and filed with the SEC on February 10,

2, 2020 Amendment to the Glenmark Pharmaceuticals Inc.

USA License, Supply and Distribution Agreement, incorporated by reference

to Exhibit 10.50 to the Quarterly Report on Form 10-Q, for the period ended December 31, 2019 and filed with the SEC on February

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)).

Asset Purchase Agreement executed January 16, 2020 by and between the Company and Nostrum Laboratories Inc., incorporated by reference to Exhibit 10.49 to the Quarterly Report on Form 10-Q, for the period ended December 31, 2019 and filed with the SEC on February 10, 2020.

Employment Agreement with Douglas Plassche, incorporated by reference to Exhibit 10.52 to the Annual Report on Form 10-K, filed with the SEC on June 14, 2021.

Master Development and License Agreement for Products Between Elite Pharmaceuticals, Inc.

and Mikah Pharma LLC, effective as of June 10, 2021.(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10), incorporated by reference to the 10-Q for the period ended June 30, 2021 and filed with the SEC on August 16, 2021.

License and Distribution Agreement by and between Elite Pharmaceuticals, Inc.

Purchase Agreement executed January 16, 2020 by and between the Company and Nostrum Laboratories Inc., incorporated by reference

to Exhibit 10.49 to the Quarterly Report on Form 10-Q, for the period ended December 31, 2019 and filed with the SEC on February

Agreement with Douglas Plassche, incorporated by reference to Exhibit 10.52 to the Annual Report on Form 10-K, filed with the SEC

on June 14, 2021.

Development and License Agreement for Products Between Elite Pharmaceuticals, Inc.

and Mikah Pharma LLC, effective as of June 10,

2021.(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10), incorporated by reference

to the 10-Q for the period ended June 30, 2021 and filed with the SEC on August 16, 2021.

and Distribution Agreement by and between Elite Pharmaceuticals, Inc.

and Dexcel Ltd.

(Or Akiva, Israel), dated December 6, 2021, incorporated by reference to Exhibit 10.57 to the Annual Report on Form 10-K for the period ended March 31, 2022, filed with the SEC on June 29, 2022.

February 18, 2022 Retention Agreement with Douglas Plassche, incorporated by reference to Exhibit 10.58 to the Annual Report on Form 10-K for the period ended March 31, 2022, filed with the SEC on June 29, 2022.

Agreement for Sale and Purchase of Real Estate, dated April 8, 2022, by and between Clyde Wesp and Margaret Wesp as trustees of the Wesp Family Joint Living Trust UTD November 19, 2015 and the Company, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, for the period ended June 30, 2022 and filed with the SEC on August 15, 2022.

Loan and Security Agreement, dated April 1, 2022, by and among East West Bank, Elite Pharmaceuticals, Inc.

and Elite Laboratories, Inc., incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, for the period ended June 30, 2022 and filed with the SEC on August 15, 2022.

Employment Agreement, dated September 5, 2022, between Elite Pharmaceuticals, Inc.

and Kirko Kirkov, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 7, 2022.

(Or Akiva, Israel), dated December 6, 2021,

incorporated by reference to Exhibit 10.57 to the Annual Report on Form 10-K for the period ended March 31, 2022, filed with the

SEC on June 29, 2022.

18, 2022 Retention Agreement with Douglas Plassche, incorporated by reference to Exhibit 10.58 to the Annual Report on Form 10-K

for the period ended March 31, 2022, filed with the SEC on June 29, 2022.

for Sale and Purchase of Real Estate, dated April 8, 2022, by and between Clyde Wesp and Margaret Wesp as trustees of the Wesp Family

Joint Living Trust UTD November 19, 2015 and the Company, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form

10-Q, for the period ended June 30, 2022 and filed with the SEC on August 15, 2022.

and Security Agreement, dated April 1, 2022, by and among East West Bank, Elite Pharmaceuticals, Inc.

and Elite Laboratories, Inc.,

incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, for the period ended June 30, 2022 and filed with

the SEC on August 15, 2022.

Agreement, dated September 5, 2022, between Elite Pharmaceuticals, Inc.

and Kirko Kirkov, incorporated by reference to Exhibit 10.1

to the Current Report on Form 8-K filed with the SEC on September 7, 2022.

Agreement, dated April 27, 2023, between Elite Pharmaceuticals, Inc.

and Mark Pellegrino, incorporated by reference to Exhibit 10.1

to the Current Report on Form 8-K filed with the SEC on May 3, 2023

Agreement, dated September 5, 2023, between Elite Pharmaceuticals, Inc.

and Carter Ward, incorporated by reference to Exhibit 10.1

to the Current Report on Form 8-K filed with the SEC on September 7, 2023.

Elite Pharmaceuticals, Inc.

2024 Equity Incentive Plan, incorporated by reference to Exhibit 99.1 to the Form S-8 filed with the SEC

on March 28, 2024.

Asset Purchase Agreement, dated June 17, 2024, by and between the Company and Nostrum Laboratories Inc.

Buchbinder Letter Dated July 17, 2023, incorporated by reference to Exhibit 16 to the Current Report on Form 8-K filed with the SEC on July 17, 2023.

of the Company, incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K, for the period ended March 31, 2019 and

filed with the SEC on June 21, 2019.

Consent of Buchbinder Tunick & Company LLP, Independent Registered Public Accounting Firm*

Consent of Forvis Mazars LLP, Independent Registered Public Accounting Firm*

Consent of Buchbinder Tunick & Company LLP, Independent Registered Accounting Firm

Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a)*

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

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Cover Page Interactive Data File (embedded within the

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Taxonomy Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

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Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

Furnished herewith.

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

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, thereunto duly authorized.

PHARMACEUTICALS, INC.

Executive Officer, President and Chairman of the

Executive Officer)

June 29, 2023

Financial Officer

Accounting and Financial Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

Executive Officer, President and Chairman of the

Board of Directors (Principal

Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

/s/ Barry Dash

June 29, 2023

Executive Officer, President and Chairman of the Board of Directors

Executive Officer)

Financial Officer

Accounting and Financial Officer)

Jeffrey Whitnell

ELITE PHARMACEUTICALS, INC.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2023 AND 2022

FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2024 AND 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ( Forvis

Mazars, LLP , Iselin, NJ # 686 )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Buchbinder Tunick & Company #6189)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

of Independent Registered Public Accounting Firm

the Board of Directors and

of Elite Pharmaceuticals, Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Elite Pharmaceuticals, Inc.

(the “Company”) as of March 31, 2024,

and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year ended, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements referred

to above present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and the results of its

operations and its cash flows for the year ended, in conformity with accounting principles generally accepted in the United States of

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures include examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

described in Note 1 to the financial statements, The Company generates revenue from manufacturing and licensing fees and sales of generic

pharmaceuticals bearing the Elite label to pharmaceutical distributors for pharmacies and institutions.

Manufacturing fees include the

development of pain management products, manufacturing of a line of generic pharmaceutical products with approved Abbreviated New Drug

Applications (“ANDA”), through the manufacture of formulations and the development of new products.

Revenues earned from

the sale of Elite label products are recorded at their net realizable value which consists of gross amounts invoiced reduced by contractual

reductions, including, without limitation, chargebacks, discounts and program rebates, as applicable.

Company has revenue agreements with certain independent pharmaceutical wholesalers to sell and distribute their product.

provides for chargebacks to wholesalers for sales to various end-customers to include, but not limited to, hospitals, group purchasing

organizations, and pharmacies.

Chargebacks represent the difference between the price the wholesaler pays and the price that the end-customer

pays for a product.

The company’s estimate for chargebacks is developed based upon management’s assumption of anticipated

product returns, other rebates, as well as historical information.

identified the chargeback liability as a critical audit matter.

Our principal considerations for this determination is the level of subjectivity

of certain assumptions required to estimate these amounts.

In particular, the accrual for chargebacks includes estimates for outstanding

claims that have occurred but for which the related claim has not yet been paid and for future claims that will be made when the wholesaler

inventory is sold to the end-customer.

This required a higher degree of auditor judgment when performing audit procedures and evaluating

the results of those procedures.

primary procedures we performed to address this critical audit matter included:

an understanding of the management’s process for developing the chargeback liability,

including management methods and assumptions used in the calculation;

a sample of chargeback liabilities by obtaining and inspecting source documents, including

invoices and invoice credits related to the chargebacks, and customer arrangements or promotional

practices, where applicable;

company-generated and third-party reports, developed an independent expectation on claims

that are outstanding and future claims as of the balance sheet date, and determined an expected

period after the balance sheet date which such future claims would be realized;

the relevance and reliability of the data from external sources utilized in determination

of the independent expectation for chargeback liability estimate;

the completeness and accuracy of reports obtained from management;

a retrospective review of the chargeback liability and comparing the results to management’s

Forvis Mazars, LLP

have served as the Company’s auditor since 2024.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Elite Pharmaceuticals, Inc., and Subsidiary

on the Financial Statements

have audited the accompanying consolidated balance sheets of Elite Pharmaceuticals, Inc.

have audited the accompanying consolidated balance sheet of Elite Pharmaceuticals, Inc.

and Subsidiary (the “Company”) as

of March 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each

of the years in the two year period ended March 31, 2023, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated

financial position of the Company as of March 31, 2023 and 2022 and the results of its operations and its cash flows for each of the

years in the two year period ended March 31, 2023 in conformity with accounting principles generally accepted in the United States of

of March 31, 2023 , and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended

March 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as

of March 31, 2023 and the results of its operations and its cash flows for the year ended March 31, 2023 in conformity with accounting

principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

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is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

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Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used

Our audit also included evaluating the accounting principles used

and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated

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matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Assets — Refer to Notes 1 and 4 to the consolidated financial statements

Assets — Refer to Note 1 to the consolidated financial statements

Audit Matter Description

described in Note 1 and 4 to the consolidated financial statements, the Company has capitalized costs of $6,052,189 for ANDAs and $289,039

described in Note 1 to the consolidated financial statements, the Company has capitalized costs of $6,052,189 for ANDAs and $289,039

The Company evaluates its intangible assets for impairment annually during the fourth quarter in accordance with ASC Topic

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Buchbinder Tunick & Company LLP

have served as the Company’s auditor since 2010.

Falls, New Jersey 07424

Tunick & Company LLP

We have served as the Company’s auditor since 2010.

Little Falls, New Jersey 07424

PHARMACEUTICALS, INC.

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BALANCE SHEETS

March 31, 2023

March 31, 2022

receivable, net of allowance for expected credit losses of $ 236,275 and $ 0 respectively

expenses and other current assets

current assets

Accounts receivable, net of allowance for doubtful accounts of $- 0 -, respectively

Prepaid expenses and other current assets

Total current assets

Property and equipment, net of accumulated depreciation of $ 14,586,335 and $ 13,348,565 , respectively

Intangible assets

Operating lease - right-of-use asset

Deferred income tax benefit

Other assets:

Restricted cash - debt service for NJEDA bonds

Security deposits

Total other assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

and equipment, net of accumulated depreciation of $ 15,906,853 and $ 14,586,335 respectively

lease - right-of-use asset

income tax asset

cash - debt service for NJEDA bonds

AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Accrued expenses

Deferred revenue, current portion

Bonds payable, current portion, net of bond issuance costs

Loans payable, current portion

Lease obligation - operating lease, current portion

Total current liabilities

revenue, current portion

payable, current portion, net of bond issuance costs

payable, current portion

party loans payable (Note 7)

obligation - finance lease, current portion

obligation - operating lease, current portion

current liabilities

Long-term liabilities:

Deferred revenue, net of current portion

Bonds payable, net of current portion and bond issuance costs

Loans payable, net of current portion

Lease obligation - operating lease, net of current portion

Derivative financial instruments - warrants

Other long-term liabilities

Total long-term liabilities

Total liabilities

accompanying notes are an integral part of these consolidated financial statements.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

March 31, 2023

March 31, 2022

revenue, net of current portion

payable, net of current portion and bond issuance costs

payable, net of current portion and loan costs

obligation - finance lease, net of current portion

obligation - operating lease, net of current portion

financial instruments - warrants

long-term liabilities

Shareholders’ equity:

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1,445,000,000 shares authorized;

1,014,015,081 shares issued and 1,013,915,081 shares outstanding as of March 31, 2023;

1,011,381,988 shares issued and 1,011,281,988 shares outstanding as of March 31, 2022

1,068,373,108 and 1,014,015,081 shares issued as of March 31, 2024 and March 31, 2023, respectively;

1,068,273,108 and 1,013,915,081 shares outstanding as of March 31, 2024 and March 31, 2023, respectively

Additional paid-in capital

Treasury stock;

100,000 shares as of March 31, 2023 and March 31, 2022;

Accumulated deficit

100,000 shares

as of March 31, 2024 and March 31, 2023, respectively, at cost

( 116,389,267 )

( 136,497,898 )

Total shareholders’ equity

Total liabilities and shareholders’ equity

shareholders’ equity

liabilities and shareholders’ equity

accompanying notes are an integral part of these consolidated financial statements.

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STATEMENTS OF OPERATIONS

For the Years Ended March 31,

Manufacturing fees

Licensing fees

Total revenue

Cost of manufacturing

the Years Ended March 31,

Manufacturing

of manufacturing

Operating expenses:

Research and development

General and administrative

Non-cash compensation through issuance of stock options

Impairment of intangible assets

Depreciation and amortization

Total operating expenses

and development

and administrative

of intangible assets

compensation through issuance of stock options

and amortization

operating expenses

Income from operations

Other income, net:

Change in fair value of derivative instruments

Interest expense and amortization of debt issuance costs

Other (expense) income:

in fair value of derivative financial instruments - warrants

( 5,776,297 )

Gain on sale of ANDA

Interest income

Other income, net

in fair value of stock-based liabilities

( 5,743,468 )

expense and amortization of debt issuance costs

( 1,112,707 )

settlement agreements

(expense) income, net

( 10,325,677 )

Income before income taxes

Income tax (expense) benefit

Net benefit for sale of state net operating losses and credits

Net income attributable to common shareholders

Basic net income per share attributable to common shareholders

Diluted net income per share attributable to common shareholders

Basic weighted average Common Stock outstanding

Income tax benefit (expense)

Basic net income per share

attributable to common shareholders

Diluted net income per share

attributable to common shareholders

Basic weighted average Common

Stock outstanding

1,015,443,363

1,012,911,346

Diluted weighted average Common Stock outstanding

Diluted weighted average Common

Stock outstanding

1,023,225,623

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STATEMENTS OF SHAREHOLDERS’ EQUITY

Series J Preferred Stock

Treasury Stock

J Preferred Stock

Total Shareholders’

Balance as of March 31, 2021

as of March 31, 2022

1,011,381,988

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$ ( 140,059,744 )

Non-cash compensation through the issuance of employee stock options

Shares issued in payment of salaries

Balance as of March 31, 2022

Non-cash compensation through

the issuance of employee stock options

Shares issued in payment of

issued in payment of consultants

as of March 31, 2023

1,014,015,081

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$ ( 136,497,898 )

Beginning balance

1,014,015,081

2 unchanged sentences

$ ( 136,497,898 )

Non-cash compensation through the issuance of employee stock options

Shares issued in payment of salaries

Shares issued in payment of consultants

Balance at March 31, 2023

Non-cash compensation through

the issuance of employee stock options

Shares issued in payment of

issued in payment of consultants

as of March 31, 2024

1,068,373,108

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$ ( 116,389,267 )

Ending balance

1,068,373,108

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STATEMENTS OF CASH FLOWS

For the Years Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Amortization of operating leases - right-of-use assets

Impairment of intangible assets

Change in fair value of derivative financial instruments - warrants

the Years Ended March 31,

FROM OPERATING ACTIVITIES:

Adjustments to reconcile net

income to net cash (used in) provided by operating activities:

and amortization

Provision for losses on accounts receivable

of operating leases - right-of-use assets

of intangible assets

compensation accrued

in fair value of derivative financial instruments - warrants

income tax asset

( 19,989,074 )

Deferred income tax benefit

in fair value of stock-based liabilities

( 5,743,468 )

Non-cash compensation accrued

Non-cash compensation through the issuance of employee stock options

Non-cash rent expense and lease accretion

Change in operating assets and liabilities:

Accounts receivable

settlement of Common Stock to consultant

( 1,761,792 )

compensation through the issuance of employee stock options

rent expense and lease accretion

in operating assets and liabilities:

( 16,595,028 )

Prepaid expenses and other current assets

Accounts payable, accrued expenses and other current liabilities

Deferred revenue and customer deposits

Lease obligations - operating leases

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

( 3,379,748 )

Net cash used in investing activities

( 2,809,546 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Payment of bond principal

Payments of loans and mortgage payable

expenses and other current assets

payable, accrued expenses and other current liabilities

expense of finance lease liability

obligations - operating leases

cash (used in) provided by operating activities

( 3,281,558 )

Proceeds from loans and mortgage payable, net of transaction costs

Other loan payments

Net cash provided by (used in) financing activities

Net change in cash and restricted cash

Cash and restricted cash, beginning of period

Cash and restricted cash, end of period

Supplemental disclosure of cash and non-cash transactions:

Cash paid for interest

Cash paid for income taxes

Financing of equipment purchases and insurance renewal

Stock issued in payment of Directors fees, salaries and consulting expenses

Supplemental non-cash amounts of lease liabilities arising from obtaining right of use assets

Reconciliation of cash and restricted cash

Restricted cash - debt service for NJEDA bonds

Total cash and restricted cash shown in statement of cash flows

FROM INVESTING ACTIVITIES:

of property and equipment

( 5,736,618 )

cash used in investing activities

( 5,736,618 )

FROM FINANCING ACTIVITIES:

of bond principal

from related party loans payable

of loans and mortgage payable

( 12,240,111 )

from loans payable

on principal on finance lease obligations

of finance leases - right-of-use assets

cash provided by financing activities

Net change in cash and restricted

and restricted cash, beginning of period

and restricted cash, end of period

disclosure of cash and non-cash transactions:

for income taxes

issued in satisfaction of accrued directors salaries and consultant fees

of right of use asset and lease liabilities entered into

Reconciliation

of cash and restricted cash

cash - debt service for NJEDA bonds

cash and restricted cash shown in statement of cash flows

accompanying notes are an integral part of these consolidated financial statements.

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Elite Labs engages primarily in researching, developing, licensing, manufacturing, and sales of generic, oral dose pharmaceuticals.

Company is equipped to manufacture controlled-release products on a contract basis for third parties and itself, if and when the products

are approved.

These products include drugs that cover therapeutic areas for allergy, bariatric, attention deficit and infection.

and development activities are performed with an objective of developing products that will secure marketing approvals from the United

States Food and Drug Administration (“FDA”), and thereafter, commercially exploiting such products.

The Company is equipped to manufacture controlled-release products on a contract basis for third parties and itself, if and when the

product candidates are approved.

These products include drugs that cover therapeutic areas for allergy, bariatric, attention deficit

and infection.

Research and development activities are performed with an objective of developing product candidates that will secure

marketing approvals from the United States Food and Drug Administration (“FDA”), and thereafter, commercially exploiting

such products.

of Consolidation

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All significant intercompany accounts and transactions have been eliminated in consolidation.

Accounting Standards Board (“FASB”) Accounting Standards Codification 280 (“ASC 280”), Segment Reporting ,

establishes standards for reporting information about operating segments.

Operating segments are defined as components of an enterprise

about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making

group, in deciding how to allocate resources and in assessing performance.

of Presentation

preparation of financial statements in accordance with U.S.

generally accepted accounting principles (“U.S.

GAAP”) requires

management to make certain estimates and assumptions affecting amounts reported in our consolidated financial statements.

We have identified

investment valuation, revenue recognition and the recognition of capital gains incentive fee expense as our most critical accounting

We continuously evaluate our estimates, including those related to the matters described below.

These estimates are based

on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances.

Actual results could differ materially from those estimates under different assumptions or conditions.

A discussion of our critical accounting

policies and estimates follows.

preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and

These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets

and liabilities at the date of the condensed consolidated financial statements, as well as reported amounts of revenues and expenses

during the reporting period.

Such management estimates and assumptions include, but are not limited to, standalone selling price for

each distinct performance obligation included in customer contracts with multiple performance obligations, the period of benefit for

deferred commissions, valuation of intangible assets, the useful life of property and equipment and identifiable intangible assets, stock-based

compensation expense and income taxes.

Actual results could differ from those estimates.

Accounting Standards Board (“FASB”) Accounting Standards Codification 280 (“ASC 280”), Segment Reporting, establishes

standards for reporting information about operating segments.

Operating segments are defined as components of an enterprise about which

separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group,

in deciding how to allocate resources and in assessing performance.

Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial performance and the results

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of the Company.

Company has determined that its reportable segments are products whose marketing approvals were secured via an Abbreviated New Drug Applications

(“ANDA”) and products whose marketing approvals were secured via a New Drug Application (“NDA”).

ANDA products

are referred to as generic pharmaceuticals and NDA products are referred to as branded pharmaceuticals.

Company has determined that its reportable segments are products whose marketing approvals were secured via an Abbreviated New Drug

Application (“ANDA”) and products whose marketing approvals were secured via a New Drug Application (“NDA”).

ANDA products are referred to as generic pharmaceuticals and NDA products are referred to as branded pharmaceuticals.

During fiscal

year ended March 31, 2024 and 2023, the Company has paused further development of NDAs and has not engaged in business activities.

Accordingly during March 31, 2024 and 2023, results the Company has only engaged in business activities in a single operating

are currently no intersegment revenues.

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The reporting segments follow the same accounting policies used in the preparation

of the Company’s audited consolidated financial statements.

of the Company’s consolidated financial statements.

Please see Note 15 for further details.

Company generates revenue from manufacturing and licensing fees and direct sales to pharmaceutical distributors for pharmacies and institutions.

Manufacturing fees include the development of pain management

products, manufacturing of a line of generic pharmaceutical products with approved ANDA, through the manufacture of formulations and

the development of new products.

Licensing fees include the commercialization of products either by license and the collection of royalties,

or the expansion of licensing agreements with other pharmaceutical companies, including co-development projects, joint ventures and other

collaborations.

PHARMACEUTICALS, INC.

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TO CONSOLIDATED FINANCIAL STATEMENTS

Company generates revenue from manufacturing and licensing fees and sales of generic pharmaceuticals bearing the Elite label to pharmaceutical

distributors for pharmacies and institutions.

Manufacturing fees include the development of pain management products, manufacturing of

a line of generic pharmaceutical products with approved ANDA, through the manufacture of formulations and the development of new products.

Revenues earned from the sale of Elite label products are recorded at their net realizable value which consists of gross amounts invoiced

reduced by contractual reductions, including, without limitation, chargebacks, discounts and program rebates, as applicable.

fees include the commercialization of products either by license and the collection of royalties, or the expansion of licensing agreements

with other pharmaceutical companies, including co-development projects, joint ventures and other collaborations.

ASC 606, Revenue from Contacts with Customers (“ASC 606”), the Company recognizes revenue when the customer obtains

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Company recognizes revenue when the customer obtains control of the Company’s product based on the contractual shipping terms of

the contract.

The Company is primarily responsible for fulfilling the promise to provide the product, is responsible to ensure that the

product is produced in accordance with the related supply agreement and bears risk of loss while the inventory is in-transit to the commercial

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to a

the contract, at which time the performance obligation is deemed to be completed.

The Company is primarily responsible for fulfilling

the promise to provide the product, is responsible to ensure that the product is produced in accordance with the related supply agreement

and bears risk of loss while the inventory is in-transit to the commercial partner.

Revenue is measured as the amount of consideration

the Company expects to receive in exchange for transferring products to a customer.

Company enters into licensing and development agreements, which may include multiple revenue generating activities, including milestones

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accordance with ASC 606-10-55-65, royalties are recognized when the subsequent sale of the customer’s products occurs.

Company will begin direct sales of products under the Company’s own label beginning on April 1, 2023.

License agreements will remain

in place for select products.

With this transition, however, a large portion of the manufacturing and license fees now reported will

be replaced with revenues from direct sales of pharmaceutical products to distributors for pharmacies and institutions.

Sale of product under the Elite label

Company began direct sales of products under the Company’s own label on April 1, 2023.

License agreements will remain in place

for select products.

With this transition, however, a large portion of the manufacturing and license fees now reported will be replaced

with revenues from sales of Elite labeled pharmaceutical products to distributors for pharmacies and institutions.

Company recognizes revenue when the customer obtains control of the Company’s product based on the contractual shipping terms,

at which time the performance obligation is deemed to be completed.

The Company is primarily responsible for fulfilling the promise to

deliver the product and bears risk of loss while the inventory is in-transit to the purchaser.

Revenue is measured as the amount of consideration

earned from the sale of Elite labeled pharmaceutical products are recorded at their net realizable value which consists of gross amounts

invoiced reduced by contractual reductions, including, without limitation, chargebacks, discounts and program rebates, as applicable.

The Company provides for

chargebacks to wholesalers for sales to various end-customers to include, but not limited to, hospitals, group purchasing organizations,

and pharmacies.

Chargebacks represent the difference between the price the wholesaler pays and the price that the end-customer pays for

The company’s estimate for chargebacks is developed based upon management’s assumption of anticipated product returns, other

rebates, as well as historical information.

Disaggregation

the following table, revenue is disaggregated by type of revenue generated by the Company.

The table also includes a reconciliation of

the disaggregated revenue with the reportable segments:

The Company recognizes revenue at a point

in time for all performance obligations.

During fiscal year ended March 31, 2024 and 2023, the Company has paused further

development of NDAs and has not engaged in business activities.

Accordingly during March 31, 2024 and 2023, results the Company has

only engaged in business activities in a single operating segment.

The table also includes a reconciliation of the disaggregated

revenue with the reportable segments:

OF DISAGGREGATION OF REVENUE

For the Years Ended March 31,

Licensing fees

Total NDA revenue

the Years Ended March 31,

Manufacturing fees

Licensing fees

Total ANDA revenue

Total revenue

information on reportable segments and reconciliation of operating income by segment to income (loss) from operations before income taxes

are disclosed within Note 15.

Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Cash and cash

equivalents consist of cash on deposit with banks and money market instruments.

The Company places its cash and cash equivalents with

high-quality, U.S.

financial institutions and, to date has not experienced losses on any of its balances.

Manufacturing

information on reportable segments and reconciliation of operating income by segment to income from operations before income taxes are

disclosed within Note 15.

consists of cash on deposit with banks and money market instruments.

The Company places its cash with high-quality, U.S.

financial institutions

and, to date has not experienced losses on any of its balances.

of March 31, 2024, and March 31, 2023, the Company had $ 432,832 and $ 412,434 , of restricted cash, respectively, related to debt service

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TO CONSOLIDATED FINANCIAL STATEMENTS

receivable are comprised of balances due from customers, net of estimated allowances for uncollectible accounts.

In determining collectability,

historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

Receivable and Allowance for Expected Credit Losses (ASU 2016-13)

receivable are comprised of balances due from customers, net of estimated allowances for expected credit losses, and other contractual

deductions, including, without limitation, chargebacks, discounts and program rebates.

In determining collectability, historical trends

are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

allowance for expected credit losses is based on the probability of future collection under the current expected credited loss (“CECL”)

impairment model under Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement

of Credit Losses on Financial Assets, which was adopted by the Company on April 1, 2023, as discussed below within Recently Adopted Accounting

Pronouncements.

Under the CECL impairment model, the Company determines its allowance by applying a loss-rate method based on an aging

schedule using the Company’s historical loss rate.

The Company also considers reasonable and supportable current information in

determining its estimated loss rates, such as external forecasts, macroeconomic trends or other factors including customers’ credit

risk and historical loss experience.

The adequacy of the allowance is evaluated on a regular basis.

Account balances are written off

after all means of collection are exhausted and the balance is deemed uncollectible.

Subsequent recoveries are credited to the allowance.

Changes in the allowance are recorded as adjustments to credit losses in the period incurred.

to April 1, 2023, trade receivables were presented net of allowance for expected credit losses based on the credit risk of specific clients,

past collection history, and management’s evaluation of other risks.

Expected credit losses stemming from unbilled receivables

expected to be billed between March 31, 2024 and March 31, 2028 include additional risk premiums estimated based on factors such as projected

inflation, projected decreases in GDP, and projected unemployment.

amendments were effective on April 1, 2023 for the Company, and must be applied using a modified retrospective approach with a cumulative-effect

adjustment through retained earnings as of the beginning of the fiscal year upon adoption as required.

While the standard modifies the

measurement of the allowance for credit losses, it does not alter the credit risk of our trade or unbilled receivables.

impact of applying the CECL methodology upon adoption effective on April 1, 2023 was immaterial to the Company’s consolidated financial

Company’s quantitative allowance for credit loss estimates under CECL was determined using the loss rate method, which is impacted

by certain forecasted economic factors.

In addition to the Company’s quantitative allowance for credit losses, the Company also

incorporates qualitative adjustments that may relate to unique risks, changes in current economic conditions that may not be reflected

in quantitatively derived results, or other relevant factors to further inform the Company’s estimate of the allowance for credit

Additionally,

due to the expansion of the time horizon over which the Company is required to estimate future credit losses, the Company may experience

increased volatility in its future provisions for credit losses.

Factors that could contribute to such volatility include, but are not

limited to, changes in the composition and credit quality of customer base, economic conditions and forecasts, the allowance for credit

loss models that are used, the data that is included in the models, the associated qualitative allowance framework, and the Company’s

estimation techniques.

the exception of an estimated allowance of $ 236,276 recorded in applying the CECL methodology for current estimated credit losses for

the year ended March 31, 2024, the Company has had no recordable write offs for bad debts or uncollectible invoiced amounts during the

for the year ended March 31, 2024 or the prior twelve months ended March 31, 2023.

is recorded at the lower of cost or net realizable value on specific identification by lot number basis.

9 unchanged sentences

gain or loss, if any, is recognized in income.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Company capitalizes certain costs to acquire intangible assets;

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Costs to acquire indefinite lived intangible assets, such as costs related to

ANDAs and patents are capitalized accordingly.

ANDAs are capitalized accordingly.

Company tests its intangible assets for impairment at least annually (as of March 31st) and whenever events or circumstances change that

8 unchanged sentences

and slower growth rates.

the year ended March 31, 2023, the Company determined indicators of impairment have occurred and recorded impairment expense of $ 292,807 on its ANDAs and patents.

also see Note 4 for further details on intangible assets.

the year ended March 31, 2023, the Company determined indicators of impairment occurred and recorded impairment expense of $ 292,807 on

its ANDAs and patents.

There were no such impairments recorded during the period ended March 31, 2024.

The Company notes that none of

its patents relate to any of the Company’s revenue producing activities.

following table summarizes the Company’s intangible assets as of and for the periods ended March 31, 2024 and March 31, 2023:

OF INTANGIBLE ASSETS

March 31, 2024

Estimated Useful Life

Gross Carrying Amount

Impairment losses

Accumulated Amortization

Net Book Value

Patent application costs

ANDA acquisition costs

March 31, 2023

Estimated Useful Life

Gross Carrying Amount

Impairment losses

Accumulated Amortization

Net Book Value

Patent application costs

$ ( 176,645 )

ANDA acquisition costs

$ ( 292,807 )

application costs were incurred in relation to the Company’s abuse deterrent opioid

Amortization of the patent costs will begin upon the issuance of marketing authorization

Amortization will then be calculated on a straight-line basis through the expiry

of the related patent(s).

and Development

and development expenditures are charged to expense as incurred.

and development expenditures are charged to expenses as incurred.

Contingencies

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for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated.

If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed

consolidated financial statements.

Contingencies are inherently unpredictable, and the assessments of the value can involve a series

of complex judgments about future events and can rely heavily on estimates and assumptions.

If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated

financial statements.

Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments

about future events and can rely heavily on estimates and assumptions.

August 17, 2023, Elite filed a paragraph IV certification with its ANDA to generic Oxycontin and after Elite got acceptance of the ANDA

by the FDA on September 19, 2023, Elite sent the patentee and NDA holder a Notice Letter as required under the Hatch-Waxman Act.

14, 2023, a patent infringement suit was filed in the District Court of New Jersey by Purdue Pharma.

Elite obtained agreement with Purdue

to stay the litigation for six months.

Elite’s launch of a generic Oxycontin will depend on the approval by the FDA and the outcome

of various litigations involving Purdue or the expiry of the patents listed on the Orange Book.

As of the date of filing of this Annual Report on Form 10-K, the results of

such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out

of any such matters will have a material adverse effect on its business, financial condition or results of operations.

PHARMACEUTICALS, INC.

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Company operates in multiple tax jurisdictions within the United States of America.

The Company remains subject to examination in

all tax jurisdiction until the applicable statutes of limitation expire.

As of March 31, 2023, a summary of the tax years that

remain subject to examination in our major tax jurisdictions are:

United States – Federal, 2019 and forward, and State, 2016

The Company did not record unrecognized tax positions for the years ended March 31, 2023

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

The Company remains subject to examination in all

tax jurisdiction until the applicable statutes of limitation expire.

As of March 31, 2024, a summary of the tax years that remain subject

to examination in our major tax jurisdictions are:

United States – Federal, 2020 and forward, and State, 2019 and forward.

The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and

penalties as a component of income tax expense.

Company did not have any unrecognized tax positions for the years ended March 31, 2024 and 2023.

and Preferred Shares

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there is a contractual term for services in which case such compensation would be amortized over the contractual term.

The Company accounts

for forfeitures as they occur.

accordance with the Company’s Director compensation policy and certain employment contracts, director’s fees and a portion

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Company’s Common Stock.

The Company records earned but unissued stock-based compensation in accrued expenses.

the year ended March 31, 2023, the Company entered into an agreement with Pyros Pharmaceuticals, Inc.

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to which the Company sold to Pyros its rights in and to the Company’s approved abbreviated new drug applications (ANDAs) for its

generic Sabril drug.

The Company sold such rights to Pyros for $ 1,000,000 , which was recorded as gain on sale of ANDA during the year

ended March 31, 2023.

There is no further action required by the Company regarding the rights which would affect future periods.

conjunction with the sale of its Product to Pyros, the Company executed a Manufacturing and Supply agreement (the “Pyros Agreement”)

Under the terms of the Pyros Agreement, the Company will receive an agreed-upon price per drug for the manufacturing and

packaging of Sabril over a term of three years.

Revenue per the Pyros Agreement will be recognized as control of the manufactured and

supplied drugs is transferred to Pyros (at the time of delivery).

generic Sabril drug (the “Sabril Product”).

The Company sold its rights to Pyros for $ 1,000,000 , which was recorded as gain

on sale of ANDA during the year ended March 31, 2023.

There is no further action required by the Company regarding the rights which would

affect future periods.

conjunction with the sale of its Sabril Product to Pyros, the Company executed a Manufacturing and Supply Agreement (the “Pyros

Agreement”) with Pyros.

Under the terms of the Pyros Agreement, the Company will receive an agreed-upon price per drug for the

manufacturing and packaging of Sabril over a term of three years.

Revenue per the Pyros Agreement will be recognized as control of the

manufactured and supplied drugs is transferred to Pyros (at the time of delivery).

Per Share Attributable to Common Shareholders ’

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during the period.

The computation of diluted net income per share does not include the conversion of securities that would have an antidilutive

The computation of diluted net income per share does not include the change in fair value of derivative instruments

or the conversion of securities that would have an antidilutive effect.

the average market price of Common Stock for the years ended March 31, 2024 and 2023 did not exceed the exercise price of the warrants,

the potential dilution from the warrants converting into 79,008,661 shares of Common Stock for all periods have been excluded from the

number of shares used in calculating diluted net income per share as their inclusion would have been antidilutive.

PHARMACEUTICALS, INC.

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For the Years Ended March 31,

Net income attributable to common shareholders - basic

Net income - basic

Effect of dilutive instrument on net income

( 1,425,409 )

Net income - diluted

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1,012,911,346

Dilutive effect of stock options and convertible securities

Dilutive effect of stock options

Weighted average shares of Common Stock outstanding - diluted

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Net income per share

the average market price of Common Stock for the year ended March 31, 2024 did not exceed the exercise price of the stock options, the

potential dilution from the stock options converting into 647,946 shares of Common Stock for the year ended March 31, 2024 have been

excluded from the number of shares used in calculating diluted net income per share as their inclusion would have been antidilutive.

Value of Financial Instruments

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on a Recurring Basis

following table presents information about our liabilities measured at fair value on a recurring basis, aggregated by the level in the

fair value hierarchy within which those measurements fell:

following table presents information about the Company’s liabilities measured at fair value on a recurring basis, aggregated by

the level in the fair value hierarchy within which those measurements fell:

OF LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

Derivative financial instruments - warrants, Fair value

financial instruments - warrants, Fair value

Derivative financial instruments - warrants, Fair value

Fair Value Measurement Using

Amount at Fair Value

March 31, 2024

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current assets, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

Based upon current borrowing rates with similar maturities the carrying value of long-term debt approximates fair value.

Based upon current borrowing rates with similar maturities the carrying value of long-term debt, and related party loans payable approximates

Non-Financial

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assets such as intangible assets, and property and equipment are measured at fair value only when an impairment loss is recognized.

Company did not record an impairment charge related to these assets in the periods presented.

Company did not record an impairment charge during the year ended March 31, 2024.

The Company recorded impairment of approximately $ 0.3

million on its ANDA and patent intangible assets during the year ended March 31, 2023.

Company records treasury stock at the cost to acquire it and includes treasury stock as a component of shareholders’ equity.

Asset and Lease Liability

February 2016, the FASB issued ASU No.

2016-02, “Leases” (Topic 842) (“ASU 2016-02”), which modifies lease accounting

for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees

for those leases classified as operating leases and finance leases under previous accounting standards and disclosing key information

about leasing arrangements.

lessee should recognize the lease liability to make lease payments and the right-of-use asset representing its right to use the underlying

asset for the lease term.

For operating leases and finance leases, a right-of-use asset and a lease liability are initially measured

at the present value of the lease payments by discount rates.

The Company’s lease discount rates are generally based on its incremental

borrowing rate, as the discount rates implicit in the Company’s leases is readily determinable.

Operating leases are included in

operating lease right-of-use assets and lease liabilities in the consolidated balance sheets.

Finance leases are included in property

and equipment and lease liability in our consolidated balance sheets.

Lease expense for operating expense payments is recognized on a

straight-line basis over the lease term.

Interest and amortization expenses are recognized for finance leases on a straight-line basis

over the lease term.

the leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset

not to recognize lease assets and lease liabilities.

If a lessee makes this election, it should recognize lease expense for such leases

generally on a straight-line basis over the lease term.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Issued Accounting Pronouncements

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Measurement of Credit Losses on Financial

Instruments .

This update requires immediate recognition of management’s estimates of current expected credit losses (“CECL”).

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of this update on the consolidated financial statements and does not expect a material impact on the consolidated financial statements.

has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant

December 2023, the FASB issued ASU 2023-09 (Topic 740), Improvements to income tax disclosures, which enhances the disclosure requirements

for the income tax rate reconciliation, domestic and foreign income taxes paid, requiring disclosure of disaggregated income taxes paid

by jurisdiction, unrecognized tax benefits, and modifies other income tax-related disclosures.

The amendments are effective for annual

periods beginning after December 15, 2024.

Early adoption is permitted and should be applied prospectively.

The Company is currently

evaluating the effect of adopting this guidance on its consolidated financial statements.

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segments,” which aims

to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public

entities to enable investors to develop more decision-useful financial analyses.

Currently, Topic 280 requires that a public entity disclose

certain information about its reportable segments.

Topic 280 also requires other specified segment items and amounts to be disclosed

under certain circumstances.

The amendments in this ASU do not change or remove those disclosure requirements and do not change how a

public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine

its reportable segments.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal

years beginning after December 15, 2024.

Early adoption is permitted.

We do not expect that the requirements of ASU 2023 – 07 will

have a material impact on our consolidated financial statements.

has evaluated recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant

impact on our consolidated financial statements and related disclosures.

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Raw materials

Inventory, net

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

PROPERTY AND EQUIPMENT, NET

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expense was $ 1,320,518 and $ 1,237,770 for the years ended March 31, 2024 and 2023, respectively.

INTANGIBLE ASSETS

following table summarizes the Company’s intangible assets:

OF INTANGIBLE ASSETS

March 31, 2023

Estimated Useful Life

Gross Carrying Amount

Accumulated Amortization

Net Book Value

Patent application costs

$ ( 176,645 )

ANDA acquisition costs

$ ( 292,807 )

March 31, 2022

Estimated Useful Life

Gross Carrying Amount

Accumulated Amortization

Net Book Value

Patent application costs *

ANDA acquisition costs

application costs were incurred in relation to the Company’s abuse deterrent opioid

Amortization of the patent costs will begin upon the issuance of marketing authorization

Amortization will then be calculated on a straight-line basis through the expiry

of the related patent(s).

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

ACCRUED EXPENSES

of March 31, 2023 and 2022, the Company’s accrued expenses consisted of the following:

expenses consisted of the following:

OF ACCRUED EXPENSES

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March 31, 2023

Salaries and fees payable in common stock

Consultant contract fees

Director dues

Co-development profit split

Employee bonuses

Legal and professional expense

Director dues

Consultant contract fees

Salaries and fees payable in Common Stock

Other accrued expenses

Total accrued expenses

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

August 2005, the Company refinanced a bond issue occurring in 1999 through the issuance of Series A and B Notes tax-exempt bonds (the

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The debt service reserve is classified as

restricted cash on the accompanying audited consolidated balance sheets.

The NJEDA Bonds require the Company to make an annual principal

payment on September 1st based on the amount specified in the loan documents and semi-annual interest payments on March 1st and September

1st, equal to interest due on the outstanding principal.

restricted cash on the accompanying consolidated balance sheets.

The NJEDA Bonds require the Company to make an annual principal payment

on September 1st based on the amount specified in the loan documents and semi-annual interest payments on March 1st and September 1st,

equal to interest due on the outstanding principal.

The annual interest rate on the Series A Note is 6.5 %.

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following tables summarize the Company’s bonds payable liability:

OF BONDS PAYABLE LIABILITY

SCHEDULE OF BONDS PAYABLE LIABILITY

March 31, 2024

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Long term portion of bonds payable, net of bond offering costs

expense was $ 14,178

for the years ended March 31, 2023 and 2022,

respectively.

As of March 31, 2023 and March 31, 2022, interest payable was $ 6,744 and $ 7,367 ,

respectively.

expense was $ 14,185 and $ 14,178 for the years ended March 31, 2024 and 2023, respectively.

Interest payable was $ 6,067 and $ 6,744 as

of March 31, 2024, and 2023, respectively.

Interest expense was $ 76,185 and $ 6,744 for the years ended March 31, 2024 and 2023, respectively.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

of bonds for the next five years are as follows:

OF MATURITIES OF BONDS

SCHEDULE OF MATURITIES OF BONDS

Years ending March 31,

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amount of $ 12,000,000 (the “EWB Term Loan”) and a revolving line of credit up to $ 2,000,000 (the “EWB Revolver,”

together with the “EWB Term Loan,” the EWB Loans”), each of which shall be used for working capital.

The EWB Term Loan

bears interest at a rate of 9.73 % ( 1.73 % plus the prime rate (“Prime”)) and is repayable over five years , maturing on May

The EWB Revolver bears interest at a rate of ( 8.87 % ( 0.87 % plus Prime)) and matures on May 1, 2027 .

The total transaction costs

associated with the EWB Term Loan incurred as of March 31, 2023, were $ 40,120 , which are being amortized on a monthly basis over five years,

beginning in April 2022.

The EWB Loans are secured by a security interest in the personal property of the Company and Elite Labs.

EWB Loan Agreement contains customary representations, warranties and covenants.

These covenants include, but are not limited to, maintaining

maximum leverage ratios of 3.50 to 1.00, minimum liquidity of $5,000,000, minimum cash of $1,000,000, a fixed charge coverage ratio of

1.25 to 1.00 and restrictions on mergers or sales of assets and debt borrowings.

As of March 31, 2023, the principal and interest

on the EWB Term Loan has been paid in full by the Company and the EWB Loan Agreement is terminated.

In place of the EWB Term Loan, the Company has entered into a collateralized promissory note with individual lenders

with rates comparable to the EWB Term Loan but with less restrictive covenants (a “Promissory Note”).

As of June 2, 2023,

a Promissory Note was placed with Nasrat Hakim, CEO and Chairman of the Board of Directors, for $ 3,000,000 .

The Promissory Note has an

interest rate of 9% for the first year and 10% for an optional second year and the proceeds will be used for working capital and other

business purposes .

together with the “EWB Term Loan,” the “EWB Loans”).

The EWB Term Loan bears interest at a rate of 9.73 % ( 1.73 %

plus the prime rate (“Prime”)) and was repayable over five years , maturing on May 1, 2027 .

The EWB Revolver bears interest

at a rate of ( 8.87 % ( 0.87 % plus Prime)) and matures on May 1, 2027 .

The total transaction costs associated with the EWB Term Loan incurred

as of March 31, 2023, were $ 40,120 , which are being amortized on a monthly basis over five years, beginning in April 2022.

31, 2023, the principal and interest on the EWB Term Loan has been paid in full by the Company and the EWB Loan Agreement is terminated.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

July 1, 2022, the EWB provided a mortgage loan (“EWB Mortgage Loan”) in the amount of $ 2.55 million for the purchase of the

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The EWB Mortgage Loan matures in 10 years and bears

interest at a rate of 4.75% fixed for 5 years then adjustable at WSJP plus 0.5% with floor rate of 4.5% .

The total transaction costs

associated with the EWB Mortgage Loan incurred as of March 31, 2023, were $ 13,251 , which are being amortized on a monthly basis over

ten years, beginning in July 2022.

The EWB Mortgage Loan contains customary representations, warranties and covenants.

These covenants

include maintaining a minimum debt coverage ratio of 1.50 to 1.00 tested annually and a minimum trailing 12-month debt coverage ratio

of 1.50 to 1.00.

As of March 31, 2023, the Company was in compliance with each financial covenant.

interest at a rate of 4.75% fixed for 5 years then adjustable at the Wall Street Journal Prime Rate (“WSJP”) plus 0.5% with

floor rate of 4.5% .

The total transaction costs associated with the EWB Mortgage Loan incurred as of March 31, 2024, were $ 13,251 , which

are being amortized on a monthly basis over ten years, beginning in July 2022.

The EWB Mortgage Loan contains customary representations,

warranties and covenants.

These covenants include maintaining a minimum debt coverage ratio of 1.50 to 1.00 tested annually and a minimum

trailing 12-month debt coverage ratio of 1.50 to 1.00.

As of the date of this filing, the Company was in compliance with each financial

place of the EWB Term Loan, the Company has entered into a collateralized promissory note with individual lenders with rates comparable

to the EWB Term Loan but with less restrictive covenants (a “Promissory Note”).

As of June 2, 2023, a Promissory Note was

placed with Nasrat Hakim, CEO and Chairman of the Board of Directors, for $ 3,000,000 .

Refer to Note 7 for information regarding The Promissory

payable consisted of the following:

OF LOANS PAYABLE

SCHEDULE OF LOANS PAYABLE

March 31, 2024

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Mortgage loan payable 4.75 % interest and maturing June 2032

Equipment and insurance financing loans payable, between 7.10 % and 12.02 % interest and maturing between September 2023 and October 2025

Equipment and insurance financing loans payable, between 7.10 % and 12.02 % interest and maturing between July 2024 and October 2025

Current portion of loans payable

Long-term portion of loans payable

interest expense associated with the loans and mortgage payable was $ 1,013,874

for the years ended March 31, 2023 and 2022, respectively.

interest expense associated with the loans payable was $ 137,438 and $ 1,013,874 for the years ended March 31, 2024 and 2023, respectively.

principal payments for the next five years are as follows:

SCHEDULE OF LOAN PRINCIPAL PAYMENTS

Future principal balances

Years ending March 31,

2030 and thereafter

Total remaining principal balance

RELATED PARTY LOANS

Company has entered into a collateralized promissory note with individual lenders with rates comparable to the EWB Term Loan but with

fewer covenants (the “Hakim Promissory Note”).

These covenants include filing timely tax returns and financial statements,

and an agreement not to sell, lease, or transfer a substantial portion of the Company’s assets during the term of the Hakim Promissory

On June 2, 2023, the Company entered into a Promissory Note with Nasrat Hakim, CEO and Chairman of the Board of Directors, pursuant

to which the Company borrowed funds in the aggregate principal amount of $ 3,000,000 .

The Hakim Promissory Note has an interest rate of

9 % for the first year and 10 % for an optional second year and the proceeds were used for working capital and other business purposes.

The original maturity date of the Hakim Promissory Note is June 2, 2024, with an optional second year extension.

The second year extension

was exercised pursuant to the terms of the Hakim Promissory Note.

For the year ended March 31, 2024, interest expense on the Hakim Promissory

Note totaled and $ 270,000 , recorded on the Consolidated Balance Sheets in accrued expenses and on the Consolidated Statements of Operations

in interest expense and amortization of debt issuance costs.

PHARMACEUTICALS, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

and mortgage principal payments for the next five years are as follows:

OF LOAN PRINCIPAL PAYMENTS

Years ending March 31,

2028 and thereafter

June 30, 2023, the Company entered into a collateralized promissory note with Davis Caskey (the “Caskey Promissory Note”).

The Caskey Promissory Note has a principal balance of $ 1,000,000 and an interest rate of 9 % for the first year and 10 % for an optional

The Caskey Promissory Note is subject to the same covenants as are contained in the Hakim Promissory Note.

will be used for working capital and other business purposes.

The original maturity date of the Caskey Promissory Note is June 30, 2024,

with an optional second year extension.

The second year extension was exercised pursuant to the terms of the Caskey Promissory Note.

For the year ended March 31, 2024, interest expense on the Caskey Promissory Note totaled $ 90,000 , recorded on the Consolidated Balance

Sheets in accrued expenses and on the Consolidated Statements of Operations in interest expense and amortization of debt issuance costs.

DEFERRED REVENUE

revenues in the aggregate amount of $ 18,889 as of March 31, 2024, were comprised of a current component of $ 13,333 and a long-term component

of $ 18,890 .

Deferred revenues in the aggregate amount of $ 32,223 as of March 31, 2023, were comprised of a current component of $ 13,333

and a long-term component of $ 18,890 .

These line items represent the unamortized amounts of a $ 200,000 advance payment received for a

TAGI Pharma (“TAGI”) licensing agreement with a fifteen-year term beginning in September 2010 and ending in August 2025 .

These advance payments were recorded as deferred revenue when received and are earned, on a straight-line basis over the life of the

The current component is equal to the amount of revenue to be earned during the 12-month period immediately subsequent to the

balance sheet date and the long-term component is equal to the amount of revenue to be earned thereafter.

These amounts represent the unamortized balance of a $ 200,000 advance payment received for a TAGI

Pharma licensing agreement with a fifteen-year term beginning in September 2010 and ending in August 2025 .

These advance payments were

recorded as deferred revenue when received and are earned, on a straight-line basis over the life of the licenses.

The current component

is equal to the amount of revenue to be earned during the 12-month period immediately subsequent to the balance sheet date and the long-term

component is equal to the amount of revenue to be earned thereafter.

COMMITMENTS AND CONTINGENCIES

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for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated.

If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed

consolidated financial statements.

Contingencies are inherently unpredictable, and the assessments of the value can involve a series

of complex judgments about future events and can rely heavily on estimates and assumptions.

If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated

financial statements.

Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments

about future events and can rely heavily on estimates and assumptions.

August 17, 2023, Elite filed a paragraph IV certification with its ANDA to generic Oxycontin and after Elite got acceptance of the ANDA

by the FDA on September 19, 2023, Elite sent the patentee and NDA holder a Notice Letter as required under the Hatch-Waxman Act.

14, 2023, a patent infringement suit was filed in the District Court of New Jersey by Purdue Pharma.

Elite obtained agreement with Purdue

to stay the litigation for six months.

Elite’s launch of a generic Oxycontin will depend on the approval by the FDA and the outcome

of various litigations involving Purdue or the expiry of the patents listed on the Orange Book.

As of March 31, 2024, the results of

such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out

of any such matters will have a material adverse effect on its business, financial condition or results of operations.

Company entered into an operating lease for a portion of a one-story warehouse, located at 135 Ludlow Avenue, Northvale, New Jersey (the

“135 Ludlow Ave.

lease”) which began in 2010.

On June 30, 2021, the Company exercised a renewal option, with such option including

a term that begins on January 1, 2022 and expires on December 31, 2026.

The Ludlow Ave.

lease is for approximately 15,000 square feet of floor space and began on July

During July 2014, the Company modified the 135 Ludlow Ave.

lease in which the Company was permitted to occupy the entire 35,000

square feet of floor space in the building (“135 Ludlow Ave.

modified lease”).

135 Ludlow Ave.

modified lease includes an initial term, which expired on December 31, 2016 with two tenant renewal options of five years

each, at the sole discretion of the Company.

On June 22, 2016, the Company exercised the first of these renewal options, with such option

including a term that begins on January 1, 2017 and expires on December 31, 2021.

On June 30, 2021, the Company exercised the second

of the renewal options, with such option including a term that begins on January 1, 2022 and expires on December 31, 2026.

lease was terminated on July 1, 2022, when the

Company purchased the underlying property.

October 2020, the Company entered into an operating lease for office space in Pompano Beach, Florida (the “Pompano Office Lease”).

The Pompano Office Lease is for approximately 1,275 square feet of office space, with the Company taking occupancy on November 1, 2020.

The Pompano Office Lease had a term of three years, ending on October 31, 2023.

The Pompano Office Lease was extended for one additional

year to October 31, 2024.

Company entered into a lease agreement for a portion of a one-story warehouse, located at 144 Ludlow Avenue, Northvale, New Jersey (the

“144 Ludlow Ave.

modified lease property required significant leasehold improvements and qualifications, as a prerequisite, for its intended

Manufacturing, packaging, warehousing and regulatory activities are currently conducted at this location.

The lease agreement began on January 22, 2024, and has a term of five years.

The 144 Ludlow Ave.

lease was terminated on July 1, 2022, when the Company purchased the underlying property.

October 2020, the Company entered into an operating lease for office space in Pompano Beach, Florida (the “Pompano Office Lease”).

The Pompano Office Lease is for approximately 1,275 square feet of office space, with Elite taking occupancy on November 1, 2020.

Pompano Office includes a 3 month abatement from November 2020 through February 2021 and has a term of three years, ending on October

lease will expire on December 31, 2028.

Company assesses whether an arrangement is a lease or contains a lease at inception.

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has elected to account for non-lease components associated with its leases and lease components as a single lease component.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Company recognizes a right-of-use asset, which represents the Company’s right to use the underlying asset for the lease term, and

1 unchanged sentence

The present value of the lease payments is calculated using either the implicit interest rate in the lease or an incremental borrowing

assets and liabilities are classified as follows on the condensed consolidated balance sheet:

OF LEASE ASSETS AND LIABILITIES

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

November 2023, the Company entered into a finance lease for equipment (the “Waters Equipment Lease”).

The Waters Equipment

Lease is related to lab equipment with an acquisition cost of $ 499,775 , with the Company taking ownership of the asset on December 1,

The Waters equipment lease has a term of five years, ending on November 29, 2028.

The Company also has the option to purchase the

asset at the end of the lease term for the amount of $ 1 , which is probable to be exercised.

February 2024, the Company entered into a finance lease for warehouse equipment (the “Warehouse Equipment Lease”).

The Warehouse

Equipment Lease is related to warehouse equipment with an acquisition cost of $ 37,500 , with the Company taking ownership of the asset

during February 2024.

The Warehouse Equipment Lease has a term of two years, ending in February 2026.

The Company also has the option

to purchase the asset at the end of the lease term for the amount of $ 1 , which is probable to be exercised.

February 2024, the Company entered into a finance lease for equipment ( the “February 2024 Equipment Lease”).

February 2024 Equipment Lease is related to manufacturing equipment with an acquisition cost of $ 455,000 ,

with the Company taking ownership of the asset during February 2024.

February 2024 Equipment Lease has a term of five years, ending in February 2029.

The Company retains ownership of the

equipment at lease termination.

March 2024, the Company entered into three separate finance leases for manufacturing assets (the “March 2024 Equipment Leases”).

The March 2024 Equipment Leases are related to manufacturing equipment and vault installed at the Company’s facility located at

144 Ludlow Avenue, Northvale NJ with an aggregate acquisition cost of $ 1.1 million.

Each of the separate leases included in the March

2024 Equipment Leases have a term of five years, ending in March 2029.

The Company retains ownership of all related assets at lease termination.

lease is classified as a finance lease if any of the following criteria are met:

(i) ownership of the underlying asset transfers to the

Company by the end of the lease term;

(ii) the lease contains an option to purchase the underlying asset that the Company is reasonably

expected to exercise;

(iii) the lease term is for a major part of the remaining economic life of the underlying asset;

(iv) the present

value of the sum of lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value

of the underlying asset;

or (v) the underlying asset is of a specialized nature that it is expected to have no alternative use to the

lessor at the end of the lease term.

A lease that does not meet any of the criteria to be classified as a finance lease is classified

as an operating lease.

As the Company expects to exercise the option to purchase the asset at the end of the lease term, the Waters equipment

lease was determined to be a finance lease.

The finance lease is included on the balance sheets as Finance lease - right-of-use asset

and Lease obligation - finance lease.

The finance lease costs are split between Depreciation and amortization expense related to the

asset and Interest expense and amortization of debt issuance costs on the lease liability, using the effective rate charged by the lessor.

The Company has elected to account for lease and non-lease components separately.

assets and liabilities are classified as follows on the consolidated balance sheet:

SCHEDULE OF LEASE ASSETS AND LIABILITIES

For the Years Ended March 31,

Classification

As of March 31, 2023

Finance lease – right-of-use asset

Operating lease – right-of-use asset

Total leased assets

Lease obligation – finance lease

Lease obligation – operating lease

Lease obligation – finance lease, net of current portion

Lease obligation – operating lease, net of current portion

2 unchanged sentences

Rent expense under the 135 Ludlow Ave.

modified lease for the years ended March 31, 2023

and 2022 was $ 58,248 and $ 229,563 , respectively.

Rent expense under the Pompano Office Lease for the years ended March 31, 2023 and 2022

was $ 25,638 and $ 23,430 , respectively.

Rent expense is recorded in general and administrative expense in the audited consolidated statements

of operations.

table below shows the future minimum rental payments, exclusive of taxes, insurance and other costs, under the Pompano Office Lease:

OF FUTURE MINIMUM RENTAL PAYMENTS

terminated lease was $ 0

and $ 58,248 for the years

ended March 31, 2024 and 2023, respectively.

Rent expense under the Pompano Office Lease was $ 28,690

for the years ended March 31, 2024 and 2023, respectively.

Rent expense under the 144 Ludlow lease was $ 151,515

for the years ended March 31, 2024 and 2023.

Rent expense is recorded in general and administrative expense in the consolidated

statements of operations.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

table below shows the future minimum rental payments, exclusive of taxes, insurance and other costs, under the Pompano Office Lease and

Waters Equipment Lease:

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS

Years ending March 31,

Total future minimum lease payments

Operating Lease Amount

Financing Lease Amount

( 1,065,473 )

Present value of lease payments

weighted-average remaining lease term and the weighted-average discount rate of our lease was as follows:

OF WEIGHTED-AVERAGE REMAINING LEASE TERM AND THE WEIGHTED-AVERAGE DISCOUNT RATE

weighted-average remaining lease term and the weighted-average discount rate of our leases were as follows:

SCHEDULE OF WEIGHTED -AVERAGE REMAINING TERM AND THE WEIGHTED-AVERAGE DISCOUNT RATE

For the Years Ended March 31,

Lease Term and Discount Rate

March 31, 2023

Remaining lease term (years)

Operating leases

Finance leases

Discount rate

Operating leases

Company has an obligation for the restoration of its leased facility and the removal or dismantlement of certain property and equipment

as a result of its business operation in accordance with ASC 410, Asset Retirement and Environmental Obligations – Asset Retirement

Obligations .

The Company records the fair value of the asset retirement obligation in the period in which it is incurred.

increases, annually, the liability related to this obligation.

The liability is accreted to its present value each period and the capitalized

cost is depreciated over the useful life of the related asset.

Upon settlement of the liability, the Company records either a gain or

As of March 31, 2023, and March 31, 2022, the Company had a liability of $ 0 and $ 38,780 , respectively, recorded as a component

of other long-term liabilities.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Finance leases

PREFERRED STOCK

1 unchanged sentence

April 28, 2017, the Company created the Series J Convertible Preferred Stock (“Series J Preferred”) in conjunction with the

Certificate of Designations (“Series J COD”).

A total of 50 shares of Series J Preferred were authorized, zero shares are

issued and outstanding, with a stated value of $ 1,000,000 per share and a par value of $ 0.01 as of March 31, 2023.

April 27, 2017, a total of 24.0344 shares of Series J Preferred were issued pursuant to an exchange agreement (the “Exchange Agreement”)

with Hakim, a related party and the Company’s President, Chief Executive Officer and Chairman of the Board of Directors.

Agreement provided for Hakim to exchange 158,017,321 shares of Common Stock for 24.0344 shares of Series J Preferred and warrants to

purchase 79,008,661 shares of Common Stock at $ 0.1521 per share.

The aggregate stated value of the Series J Preferred issued was equal

to the aggregate value of the shares of Common Stock exchanged, with such value of each share of Common Stock exchanged being equal to

the closing price of the Common Stock on April 27, 2017.

In connection with the Exchange Agreement, the Company also issued warrants

to purchase 79,008,661 shares of Common Stock at $ 0.1521 per share, and such warrants are classified as liabilities on the accompanying

audited consolidated balance sheet as of March 31, 2023 (See Note 11).

amendment to the Company’s Articles of Incorporation to increase the number of shares of Common Stock the Company is authorized

to issue from 995,000,000 shares to 1,445,000,000 shares was approved at the Company’s Annual Meeting of Shareholders held on December

Prior to the approval of the increase in the number of authorized shares, there were insufficient authorized shares if the Series

J Preferred Stock were converted.

As a result, the shares were classified in mezzanine equity.

After the approval of the increase in

the number of authorized shares, there are now sufficient authorized shares in the event of a full conversion of Series J Preferred Stock.

With the approval of the increase in the number of authorized shares, there is no longer the presumption that a cash settlement will

Therefore, the Series J Preferred was reclassified from mezzanine equity to permanent equity at its carrying amount of $ 13,903,960

on the consolidated balance sheets as of March 31, 2023 and 2022.

June 23, 2020, the Company held a Special Meeting of Shareholders, with such including a proposal for shareholders to again vote on the

above referenced amendment to the Company’s Articles of Incorporation.

This proposal was also passed by shareholder vote.

August 24, 2020, Hakim converted the 24.0344 shares of Series J Preferred into 158,017,321 shares of Common Stock at a conversion price

of $ 0.1521 per share.

Certificate of Designations.

A total of 50 shares of Series J Preferred were authorized, zero shares are issued and outstanding, with

a stated value of $ 1,000,000 per share and a par value of $ 0.01 .

DERIVATIVE FINANCIAL INSTRUMENTS – WARRANTS

3 unchanged sentences

described in this note below.

Company has 79,008,661 total warrant shares outstanding with a weighted average exercise price of $ 0.1521 as of March 31, 2023 and 2022.

Company has 79,008,661 total warrants to purchase shares of Common Stock outstanding with a weighted average exercise price of $ 0.1521

as of March 31, 2024 and March 31, 2023.

April 28, 2017, the Company entered into an Exchange Agreement with Hakim, the Chairman of the Board, President, and Chief Executive

4 unchanged sentences

J Warrants was determined to be $ 6,474,674 upon issuance at April 28, 2017.

Series J Warrants are exercisable for a period of 10 years from the date of issuance, commencing April 28, 2020.

The initial exercise

price is $ 0.1521 per share and the Series J Warrants can be exercised for cash or on a cashless basis, including a provision within that

provides the holder a choice of net cash settlement or settlement in shares upon a cashless exercise.

The net cash settlement amount

is the cash value obtained by subtracting the then exercise price from the closing price of the Company’s Common Stock (provided

such closing price is higher than the exercise price) and multiplying the difference by the number of shares exercised.

As this event

is at the holder’s option, it is considered outside of the Company’s control.

As a result of the net cash settlement at the

option of the holder, such warrants are classified as liabilities and measured initially and subsequently at fair value.

PHARMACEUTICALS, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

Series J Warrants are exercisable for a period of 10 years from the date of issuance, commencing April 28, 2020.

The initial exercise

price is $ 0.1521 per share and the Series J Warrants can be exercised for cash or on a cashless basis.

The exercise price is subject

to adjustment for any issuances or deemed issuances of Common Stock or Common Stock equivalents at an effective price below the then

exercise price.

Such exercise price adjustment feature prohibits the Company from being able to conclude the warrants are indexed to

its own stock and thus such warrants are classified as liabilities and measured initially and subsequently at fair value.

J Warrants also provide for other standard adjustments upon the happening of certain customary events.

fair value of the Series J Warrants was calculated using a Black-Scholes model instead of a Monte Carlo Simulation because the probability

with the shareholder approval provisions was no longer a factor.

The following assumptions were used in the Black-Scholes model to calculate

the fair value of the Series J Warrants:

OF FAIR VALUE OF WARRANTS ISSUED

exercise price is subject to adjustment for any issuances or deemed issuances of Common Stock or Common Stock equivalents at an effective

price below the then exercise price.

The Series J Warrants also provide for other standard adjustments upon the happening of certain

customary events.

fair value of the Series J Warrants was calculated using a Black-Scholes model.

The following assumptions were used in the Black-Scholes

model to calculate the fair value of the Series J Warrants:

SCHEDULE OF FAIR VALUE OF WARRANTS ISSUED

March 31, 2024

4 unchanged sentences

Risk free rate

changes in warrants (Level 3 financial instruments) measured at fair value on a recurring basis for the year ended March 31, 2023 were

OF CHANGES IN WARRANTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

changes in warrants (Level 3 financial instruments) measured at fair value on a recurring basis were as follows:

SCHEDULE OF CHANGES IN WARRANTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Balance at March 31, 2022

Change in fair value of derivative financial instruments - warrants

( 1,425,409 )

Balance at March 31, 2023

4 unchanged sentences

July 8, 2020, the Company entered into a purchase agreement (the “2020 LPC Purchase Agreement”), and a registration rights

agreement (the “2020 LPC Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”),

pursuant to which Lincoln Park has committed to purchase up to $ 25.0 million of the Company’s Common Stock, $ 0.001 par value per

share, from time to time over the term of the 2020 LPC Purchase Agreement, at the Company’s direction.

agreement, with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase

up to $ 25.0 million of the Company’s Common Stock, $ 0.001 par value per share, from time to time over the term of the 2020 LPC

Purchase Agreement, at the Company’s direction.

Company did not issue any shares of its Common Stock pursuant to the 2020 LPC Purchase Agreement during the years ended March 31, 2024

2023 and 2022.

In addition, there were no shares issued to Lincoln Park as additional commitment shares, pursuant to the 2020 LPC

The 2020 LPC Purchase Agreement will expire on August 1, 2023.

In addition, there were no shares issued to Lincoln Park as additional commitment shares, pursuant to the 2020 LPC Purchase

The 2020 LPC Purchase Agreement expired on August 1, 2023.

of Common Stock Activity

November 22, 2023, the Company issued 1,642,971 shares of Common Stock in payment of director fees to be paid via the issuance of common

stock, with such shares having an aggregate value on the date of original accrual of $ 60,000 and which were owed for periods prior to

the current fiscal year and accrued as of the date of share issuance.

The price of the Company’s Common Stock on November 22, 2023,

was $ 0.1533 per share.

The aggregate value of the shares on the date of their issuance was $ 251,867 .

December 29, 2023, the Company issued 2,223,147 shares of Common Stock in payment of consultant fees to be paid via the issuance of common

stock, with such shares having an aggregate value on the date of original accrual of $ 153,333 and which were owed for periods prior to

the current fiscal year and accrued as of the date of share issuance.

The price of the Company’s Common Stock on December 29, 2023,

was $ 0.14 per share.

The aggregate value of the shares on the date of their issuance was $ 311,238 .

March 29, 2024, the Company issued 957,541 shares of Common Stock in payment of consultant fees to be paid via the issuance of common

stock, with such shares having an aggregate value on the date of original accrual of $ 33,998 .

The price of the Company’s Common

Stock on March 29, 2024, was $ 0.1543 per share.

The aggregate value of the shares on the date of their issuance was $ 147,749 .

March 29, 2024, the Company issued 49,534,368 shares of Common Stock in payment of salaries, with such shares having an aggregate value

on the date of original accrual of $ 3,125,000 .

The price of the Company’s Common Stock on March 29, 2024, was $ 0.1543 per share.

The aggregate value of the shares on the date of their issuance was $ 7,643,153 .

of March 31, 2024, there were 1,068,373,108 shares of Common Stock issued and 1,068,273,108 shares of Common Stock outstanding.

PHARMACEUTICALS, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

of Common Stock Activity

the years ended March 31, 2023 and 2022, the Company issued 2,633,093 and 2,105,236 shares of Common Stock, respectively, with such issuances

of Common Stock being summarized as follows:

of March 31, 2023, there were 1,014,015,081 shares of Common Stock issued and 1,013,915,081 shares of Common Stock outstanding.

the years ended March 31, 2024 and 2023, the Company issued 54,358,027 and 2,633,093 shares of Common Stock, respectively, with such

issuances of Common Stock being summarized as follows:

SCHEDULE OF COMMON STOCK ACTIVITY

12 unchanged sentences

Company’s Director compensation policy, instituted in October 2009 and further revised in January 2016, includes provisions that

a portion of director’s fees are to be paid via the issuance of shares of the Company’s Common Stock, in lieu of cash, with

the valuation of such shares being calculated on quarterly basis and equal to the average closing price of the Company’s Common

the year ended March 31, 2023, the Company accrued director’s fees totaling $ 90,000 , which will be paid via cash payments totaling

$ 30,000 and the issuance of 1,753,686 shares of Common Stock.

prior to April 1, 2023, a portion of director’s fees are to be paid via the issuance of shares of the Company’s Common Stock,

in lieu of cash, with the valuation of such shares being calculated on quarterly basis and equal to the average closing price of the

Company’s Common Stock.

Beginning on April 1, 2023, all Directors fees are paid in cash.

the year ended March 31, 2024, the Company accrued director’s fees totaling $ 90,000 , which was paid in cash payments totaling $ 67,500

during the fiscal year ended March 31, 2024 and a cash payment in April 2024 for the balance of $ 22,500 .

to the fiscal year ended March 31, 2024, the Directors had earned and were owed Directors fees accrued during the prior fiscal year,

with such accrued Directors fees totaling 1,642,971 shares of Common Stock and cash amounts totaling $ 30,000 .

Both of these amounts were

paid to the Directors during November 2023 via the issuance of a total of 1,642,971 shares of Common Stock to the Directors and cash

payments totaling $ 30,000 being made to the Directors.

SCHEDULE OF STOCK BASED COMPENSATION

Balance of common stock owed at April 1, 2023

Awarded shares

Change in fair value of stock-based liabilities

Issuance of common stock on November 22, 2023

Balance of common stock owed at March 31, 2024

Employee/Consultant Compensation

3 unchanged sentences

and equal to the average closing price of the Company’s Common Stock.

the year ended March 31, 2023, the Company accrued salaries totaling $ 540,000 owed

to the Company’s President, Chief Executive Officer and certain other employees which will be paid via the issuance of 14,956,851 shares

of Common Stock.

As of March 31, 2023, the Company owed its President, Chief Executive Officer and certain other employees’

salaries totaling $ 4,335,000 which

will be paid via the issuance of 68,264,667 shares

of Common Stock.

SCHEDULE OF STOCK BASED COMPENSATION

Balance of common stock owed at April 1, 2023

Awarded shares

Change in fair value of stock-based liabilities

Common stock issued

( 8,068,142 )

Settlement of non-cash liability

( 1,761,792 )

Balance of common stock owed at March 31, 2024

the year ended March 31, 2024, the Company accrued no additional salaries owed to the Company’s President, Chief Executive Officer

and certain other employees which will be paid via the issuance of shares of Common Stock.

On March 29, 2024 the Company paid off its

balance of accrued salaries to the president through the issuance of 49,534,368 shares of common stock.

PHARMACEUTICALS, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

its 2014 Stock Option Plan and prior options plans, the Company may grant stock options to officers, selected employees, as well as members

of the Board of Directors and advisory board members.

All options have generally been granted at a price equal to or greater than the

fair market value of the Company’s Common Stock at the date of the grant.

Generally, options are granted with a vesting period

of up to three years and expire ten years from the date of grant.

A summary of the activity of Company’s 2014 Stock Option Plan

for the years ended March 31, 2023 and 2022 is as follows:

November 6, 2023, the Company entered into a Settlement Agreement with a former executive who was terminated on February 7, 2022.

employment agreement with the former executive included annual compensation of $ 250,000 which was to be paid via the issuance of shares

of Common Stock.

At the date of the former executive’s termination an aggregate of 14,892,580 shares of Common Stock (the “Deferred

Shares”) were due to the former executive, with such number of shares representing an aggregate of $ 1,000,000 in compensation earned

pursuant to the relevant employment agreement at an annual rate of $ 250,000 .

Pursuant to the Settlement Agreement, the former executive

irrevocably elected to relinquish all rights and claims to the Deferred Shares.

The Company is released of any obligation to issue the

Deferred Shares and further acknowledges that no Deferred Shares will be issued to or received by the former employee.

The price of the

Company’s Common Stock on November 6, 2023 was $ 0.1183 per share and the value of the Deferred Shares on this date was $ 1,761,792 .

The Company recorded other income from gain on settlement agreement for this amount on the Consolidated Statements of Operations.

December 29, 2023, the Company issued 2,223,147 shares of Common Stock in satisfaction of accrued consultant fees.

March 29, 2024 the Company issued 957,541 shares of Common Stock in satisfaction of accrued consultant fees.

its 2014 Equity Incentive Plan and its 2024 Equity Incentive Plan, the Company did grant and may grant stock

options to officers, selected employees, as well as members of the Board of Directors and advisory board members.

All options have

generally been granted at a price equal to or greater than the fair market value of the Company’s Common Stock at the date of

Generally, options are granted with a vesting period of up to three years and expire ten years from the date of

fair value of option awards is estimated on the date of grant using the Black-Scholes option-pricing model.

The exercise price of each

award is generally not less than the per share fair value in effect as of that award date.

The determination of fair value using the

Black-Scholes model is affected by the Company’s share fair value as well as assumptions regarding a number of complex and subjective

variables, including expected price volatility, risk-free interest rate and projected employee share option exercise behaviors.

estimates its expected volatility by using a combination of historical share price volatilities of similar companies within our industry.

The expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method

for awards, since the Company does not have sufficient exercise history to estimate term of its historical option awards.

The risk-free

interest rate is determined by reference to the U.S.

Treasury yield curve.

Expected dividend yield is zero based on the fact that the

Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

grant date fair value of option awards is determined using the Black Scholes option-pricing model.

The following assumptions were used

for the year ended March 31, 2024 and year ended March 31, 2023:

SCHEDULE OF GRANT DATE FAIR VALUE OF OPTION AWARDS

March 31, 2024

March 31, 2023

Term (in years)

Exercise Price

$ 0.08 -$ 0.16

$ 0.03 -$ 0.04

Dividend Yield

Expected Volatility

Risk Free Rate

4.27 %- 4.69 %

2.99 %- 4.01 %

summary of the activity of Company’s 2024 Equity Incentive plan and prior equity incentive plans for the year ended March 31, 2024 is as follows:

SCHEDULE OF STOCK OPTION PLAN

Underlying Options

Exercise Price

Weighted Average

Remaining Contractual Term (in years)

Aggregate Intrinsic

Outstanding at March 31, 2021

Forfeited and expired

Remaining Contractual

Term (in years)

Aggregate Intrinsic Value

Outstanding at March 31, 2023

Forfeited and expired

Expired and Forfeited

( 4,040,000 )

Outstanding at March 31, 2024

1 unchanged sentence

aggregate intrinsic value for outstanding options is calculated as the difference between the exercise price of the underlying awards

and the quoted price of the Company’s Common Stock as of March 31, 2023 and March 31, 2022 of $ 0.03 and $ 0.03 , respectively.

of March 31, 2023, there was $ 205,340 in unrecognized stock-based compensation expense that will be recognized over a 1.5 year period.

and the quoted price of the Company’s Common Stock as of March 31, 2024 of $ 0.15 for those awards with strike prices lower than

the quoted price of the Company’s Common Stock as of March 31, 2024.

As of March 31, 2024, there was $ 437,921 in unrecognized stock

based compensation expense that will be recognized over a weighted average 2.43 year period.

September 5, 2023, options were granted to the Chief Financial Officer pursuant to the 2014 Plan to purchase an aggregate of 3,000,000

shares of Common Stock.

The options have an exercise price of $ 0.0898 per share, the fair market value of the Common Stock on the date

The options granted will vest one third for each of the next three years upon the anniversary date of the grant and have a

ten-year expiration date.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

September 19, 2023, options were granted to one employee pursuant to the 2014 Plan to purchase an aggregate of 1,000,000 shares of Common

The options have an exercise price of $ 0.0819 per share, the fair market value of the Common Stock on the date of grant.

granted will vest one third for each of the next three years upon the anniversary date of the grant and have a ten-year expiration date.

October 2, 2023, options were granted to one employee pursuant to the 2014 Plan to purchase an aggregate of 100,000 shares of Common

The options have an exercise price of $ 0.0938 per share, the fair market value of the Common Stock on the date of grant.

granted will vest one third for each of the next three years upon the anniversary date of the grant and have a ten-year expiration date.

November 11, 2023, options were granted to one employee pursuant to the 2014 Plan to purchase an aggregate of 300,000 shares of Common

The options have an exercise price of $ 0.1578 per share, the fair market value of the Common Stock on the date of grant.

granted will vest one third for each of the next three years upon the anniversary date of the grant and have a ten-year expiration date .

weighted-average grant-date fair value of stock options granted during the year ended March 31, 2024 under the 2014 Plan was $ 0.0927 .

CONCENTRATIONS AND CREDIT RISK

customers accounted for approximately 67 % of the Company’s revenues for the year ended March 31, 2024.

These two customers accounted

These three customers accounted

for approximately 32 %, 27 %, and 8 % of revenues each, respectively.

1 unchanged sentence

These two customers accounted

for approximately 84 % and 11 % of revenues each, respectively.

customer accounted for approximately 96 % of the Company’s accounts receivable as of March 31, 2023.

for approximately 85 % and 11 % of revenue each, respectively.

customers accounted for approximately 80 % of the Company’s accounts receivable as of March 31, 2024.

1 unchanged sentence

for approximately 49 % and 31 % of accounts receivable each, respectively.

customer accounted for approximately 96 % of the Company’s accounts receivable as of March 31, 2023.

suppliers accounted for approximately 62 % of the Company’s purchases of raw materials for the year ended March 31, 2024.

two customers accounted for approximately 49 %, and 13 %, of purchasing each, respectively.

supplier accounted for approximately 34 % of the Company’s purchases of raw materials for the year ended March 31, 2023.

suppliers accounted for more than 69 % of the Company’s purchases of raw materials for the year ended March 31, 2022.

suppliers accounted for approximately 51 %, 7 %, 6 %, and 5 % of purchases each, respectively.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

SEGMENT RESULTS

4 unchanged sentences

management disaggregates a company.

Company has determined that its reportable segments are ANDAs for generic products and NDAs for branded products.

The Company identified

its reporting segments based on the marketing authorization relating to each and the financial information used by its chief operating

decision maker to make decisions regarding the allocation of resources to and the financial performance of the reporting segments.

Company has historically determined that its reportable segments are ANDAs for generic products and NDAs for branded products.

Company identified its reporting segments based on the marketing authorization relating to each and the financial information used

by its chief operating decision maker to make decisions regarding the allocation of resources to and the financial performance of

the reporting segments.

During fiscal year ended March 31, 2024 and 2023, the Company has paused further development of NDAs and has

not engaged in business activities.

Accordingly during March 31, 2024 and 2023, results the Company has only engaged in business

activities in a single operating segment.

information by operating segment is not presented below since the chief operating decision maker does not review this information by

The reporting segments follow the same accounting policies used in the preparation of the Company’s audited consolidated

financial statements.

The reporting segments follow the same accounting policies used in the preparation of the Company’s consolidated financial

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

following represents selected information for the Company’s reportable segments:

3 unchanged sentences

Operating income by Segment

table below reconciles the Company’s operating income by segment to income from operations before provision for income taxes as

reported in the Company’s audited consolidated statement of operations:

OF OPERATING INCOME BY SEGMENT TO INCOME FROM OPERATIONS

Company notes that there was no revenue related to the NDA segment for the years ended March 31, 2024 and 2023.

table below reconciles the Company’s operating income by segment to income before income taxes as reported in the Company’s

consolidated statements of operations:

SCHEDULE OF OPERATING INCOME BY SEGMENT TO INCOME FROM OPERATIONS

For the Years Ended March 31,

12 unchanged sentences

Change in fair value of derivative instruments

( 5,776,297 )

Change in fair value of stock-based liabilities

( 5,743,468 )

Income before income taxes

RELATED PARTY AGREEMENTS WITH MIKAH PHARMA, LLC

May 2020, Praxgen, pursuant to an asset purchase agreement, assigned its rights and obligations under the Praxgen Agreement for Amphetamine

IR and Amphetamine ER to Mikah Pharma LLC (“Mikah”).

The ANDAs for Amphetamine IR and Amphetamine ER are now registered under

Elite’s name.

Mikah will now be Elite’s partner with respect to Amphetamine IR and ER and will assume all the rights and

obligations for these products from Praxgen.

Mikah was founded in 2009 by Nasrat Hakim, a related party and the Company’s President,

Chief Executive Officer and Chairman of the Board.

RELATED PARTY AGREEMENTS

Pharma, LLC Agreements

May 2020, Praxgen (formerly known as SunGen Pharma LLC), pursuant to an asset purchase agreement, assigned its rights and obligations

under the Praxgen Agreement for Amphetamine IR and Amphetamine ER to Mikah Pharma LLC (“Mikah”).

The ANDAs for Amphetamine

IR and Amphetamine ER are now registered under Elite’s name.

Mikah will now be Elite’s partner with respect to Amphetamine

IR and ER and will assume all the rights and obligations for these products from Praxgen.

Mikah was founded in 2009 by Nasrat Hakim,

a related party and the Company’s President, Chief Executive Officer and Chairman of the Board.

June 2021, the Company entered into a development and license agreement with Mikah, pursuant to which Mikah will engage in the research,

3 unchanged sentences

Initially two generic products were identified for the parties to develop.

of March 31, 2024, the Company owes an aggregate of $ 3,389,949 to Mikah in accordance with the agreements, with such amount being recorded

as an accrued expense on the consolidated balance sheets.

contracts with certain consultants include provisions for a portion of the consultant’s fees to be paid via the issuance of shares

of the Company’s Common Stock, in lieu of cash, with the valuation of such shares being calculated on a quarterly basis and equal

to the average closing price of the Company’s Common Stock.

On December 29, 2023, the Company issued 2,223,147 shares of Common

Stock in satisfaction of accrued consultant fees owed to one consultant.

PHARMACEUTICALS, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

components of the income taxes benefit (expense) are as follows:

OF COMPONENTS OF INCOME TAXES BENEFIT (EXPENSE)

Year Ended March 31,

Benefit of net operating loss carryforward

( 1,160,715 )

Income tax (expense) benefit

$ ( 424,028 )

Benefit from sale of state net operating loss credits

Net benefit from sale of state net operating loss credits

income before income taxes for the year ended March 31, 2024 and 2023 were $0.5 million and $4.0 million, respectively.

of the provision for income taxes were (amounts in thousands):

SCHEDULE OF PROVISION FOR INCOME TAXES

For the Year Ended March 31 (in thousands)

Current provision (benefit):

State and local

Total current provision

Deferred provision (benefit):

State and local

Total deferred provision (benefit)

Provision for income taxes

Reconciliation

of the federal statutory rate to the Company’s effective tax rate were:

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

For the Year Ended March 31 (in thousands)

Federal income tax rate

State and local taxes, net of federal benefit

Non-deductible change in fair value of derivative financial instruments

Non-deductible change in fair value of stock-based liabilities

Other permanent items

Prior year deferred true-up

Change in valuation allowance

Effective tax rate

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

major components of deferred tax assets and liabilities as of March 31, 2024 and 2023 are as follows (amounts in thousands of dollars):

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES

Year Ended March 31,

Net operating loss carry forward

Valuation allowance

Deferred tax assets and liabilities

Net operating loss carry forward

As of March 31 (in thousands)

Deferred tax assets:

Lease Liability

174 R&E Capitalization

Allowance for Expected Credit Losses

Net Operating Loss

Deferred tax assets

Valuation Allowance

Deferred tax assets and

March 31, 2023 and 2022, a 90 %

and 90 % valuation allowance is provided, respectively, as it is uncertain if the deferred tax assets will provide total future

benefits because of the uncertainty about the Company’s ability to generate the future taxable income necessary to use the net

operating loss carry forwards.

company believes that temporary timing differences between accrual and payment of income taxes are not material to the financial position

of the Company.

of March 31, 2023, Elite has a federal net operating loss carry forward of $ 83.9 million,

which have not expired.

During 2022, the Company was able to release a portion of its valuation allowance as it determined future

profits will offset a portion of its valuation allowance.

During 2022, the Company recorded a tax benefit of $ 2.2 million

as a result of this change in judgment.

There is no change in the net deferred tax asset for 2023.

Absent the above mentioned

allowance, at March 31, 2023, the Company’s federal and state income taxes due were $ 0.0 million

and $ 0.4 million,

respectively.

Net deferred tax asset

Deferred tax liabilities:

Right of Use Asset

Intangible Assets

Deferred tax liabilities

Net deferred tax asset

Company’s income tax benefit was $ 19.6 million and $ 0.4 million for the year ended March 31, 2024 and March 31, 2023, respectively.

During the year ended March 31, 2024, the Company recorded a tax benefit of $ 21.9 million related to the Company’s release

of the valuation allowance against deferred tax assets related to U.S.

federal net operating losses carryforwards and research and development

tax credits, which are expected to be realized based on demonstrated current profitability and its expectations of forecasted income.

of March 31, 2024, the Company has a federal net operating loss carry forward of $ 74.0

million, of which, $ 51.6

million are subject to expire at various dates

between 2028 and 2037 and $22.4

million can be carried forward indefinitely with limitation of 80% of taxable income.

Company was able to release the entirety of its valuation allowance on its net deferred tax asset as it determined future taxable profits

will offset all future tax attributes.

During 2024, the Company recorded a tax benefit of $ 21.9

million as a result of this change in judgment.

As of March 31, 2024, the Company’s federal and state income taxes due were zero and less than $ 0.5

million, respectively.

Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and

penalties as a component of income tax expense.

There were no amounts accrued for interest or penalties for the

year ended March 31, 2024.

Management does not expect any material changes in its unrecognized tax benefits in the next year.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

are currently no federal or state income tax examinations underway.

The Company’s federal tax returns are open to examination from

2020 and its state tax returns are open to examination from 2019.

SUBSEQUENT EVENTS

for generic Methotrexate

May 10, 2024, the Company received approval from the FDA for an ANDA for generic Methotrexate Sodium 2.5 mg tablets.

Methotrexate belongs

to a class of drugs known as antimetabolites and will be sold under the Elite Laboratories, Inc.

Purchase Agreement with Nostrum Laboratories

On June 17, 2024, the Company and Nostrum Laboratories Inc.

(“Nostrum”) entered into an Asset Purchase Agreement (the “Asset

Purchase Agreement”), pursuant to which Nostrum was obligated to (i) sell to the Company all of its rights in and to the approved

abbreviated new drug applications (ANDAs) for generic Norco® (Hydrocodone Bitartrate and Acetaminophen tablets, USP CII), generic

Percocet® (Oxycodone Hydrochloride and Acetaminophen, USP CII), and generic Dolophine® (Methadone Hydrochloride tablets), each

a “Product”, and (ii) grant to the Company a royalty-free, non-exclusive perpetual license to use the manufacturing technology,

proprietary information, processes, techniques, protocols, methods, know-how, and improvements necessary or used to manufacture each Product

in accordance with the applicable ANDA, in exchange for $ 900,000 in cash (the “Transaction”).

The Asset Purchase Agreement

includes customary representations and warranties and various customary covenants.

The closing of the Transaction occurred on June 21,

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 9A. Controls and Procedures