ELITE PHARMACEUTICALS INC /NV/ 10-K

ITEM 5. MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Common Stock is quoted on the Venture Market (“OTCQB”) under the ticker symbol “ELTP”. The following table shows, for the periods indicated, the high and low bid prices per share of our Common Stock as by OTCQB. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Quarter Ended High Low Fiscal Year Ending March 31, 2024 March 31, 2024 $ 0.21 $ 0.13 December 31, 2023 $ 0.16 $ 0.09 September 30, 2023 $ 0.10 $ 0.04 June 30, 2023 $ 0.04 $ 0.03 Fiscal Year Ending March 31, 2023 March 31, 2023 $ 0.04 $ 0.03 December 31, 2022 $ 0.04 $ 0.03 September 30, 2022 $ 0.05 $ 0.03 June 30, 2022 $ 0.05 $ 0.03 As of June 26, 2024, the last reported sale price of our Common Stock, as reported by the OTCQB, was $0.18. Holders As of June 26, 2024 , there were approximately 105 holders of record of our Common Stock. Dividends We have never paid cash dividends on our Common Stock. We currently anticipate that we will retain all available funds for use in the operation and expansion of our business. Recent Sales of Unregistered Securities None. Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth certain information regarding Elite’s equity compensation plans as of March 31, 2024: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) Weighted-average exercise price per share of outstanding options, warrants, and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1) 15,730,000 $ 0.05 — Equity compensation plans not approved by security holders (2) — — 80,000,000 Total 15,730,000 — 80,000,000 (1) Represents securities reserved and available for grant under the 2014 Equity Incentive Plan (2) Represents securities reserved and available for grant under the 2024 Equity Incentive Plan 45 2014 Equity Incentive Plan Our 2014 Equity Incentive Plan (the “2014 Plan”) was adopted by the Board on March 17, 2014, to attract, motivate and retain officers, employees, consultants, and directors by issuing common stock-based incentives to directors, officers, employees, and consultants who are selected for participation. By relating incentive compensation to increases in shareholder value, it is hoped that these individuals will both continue in the long-term service of the Company and be motivated to experience a heightened interest and participate in the future success of Company operations. An aggregate of 3,000,000 shares of Common Stock were initially reserved for grant and issuance pursuant to the 2014 Plan. The 2014 Plan is administered and interpreted by our Compensation Committee (the “Administrator”). Awards under the 2014 Plan may be granted in any one or all of the following forms: (i) incentive stock options (“ISOs”) intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”); (ii) non-qualified stock options (“NSOs”); (iii) stock appreciation rights, which may be granted in tandem with options or on a stand-alone basis; (iv) shares of restricted stock; (v) shares of unrestricted stock; (vi) performance shares, and (vii) performance units. Options may not be granted under the 2014 Plan at an exercise price of less than the fair market value of the common stock on the date of grant and the term of options cannot exceed ten years. ISOs may only be granted to persons who are employees of the Company. The exercise price of an ISO granted to a holder of more than 10% of the common stock must be at least 110% of the fair market value of the common stock on the date of grant, and the term of these options cannot exceed five years. The Administrator also may grant stock appreciation rights. Stock appreciation rights represent the right to receive upon exercise an amount payable in cash or common stock equal to (A) the number of shares with respect to which the stock appreciation right is being exercised multiplied by (B) the excess of (i) the fair market value of a share of common stock on the date the award is exercised over (ii) the exercise price specified in the award agreement. Under the performance award component of the 2014 Plan, participants may be granted an award denominated in shares of common stock or in dollars. Achievement of the performance targets, or multiple performance targets established by the Administrator relating to corporate, group, unit or individual performance based upon standards set by the Administrator shall entitle the participant to payment at the full amount or a portion of the amount specified with respect to the award, at the discretion of the Administrator based on its evaluation of the performance of the target goals applicable to such award. Payment may be made in cash, common stock or any combination thereof, as determined by the Administrator, and shall be adjusted in the event the participant ceases to be an employee of the Company before the end of a performance cycle by reason of death, disability, or retirement. Under the stock component of the 2014 Plan, the Administrator may, in selected cases, grant to a plan participant a given number of shares of restricted stock or unrestricted stock. Restricted stock under the 2014 Plan is common stock restricted as to sale pending fulfillment of such vesting schedule and employment requirements as the Administrator shall determine. Prior to the lifting of the restrictions, the participant will nevertheless be entitled to receive distributions in liquidation and dividends on, and to vote the shares of, the restricted stock. The 2014 Plan provides for forfeiture of restricted stock for breach of conditions of grant. The 2014 Plan also permits the board of directors (and not the Compensation Committee) to grant awards of NSOs, restricted stock or unrestricted stock to non-employee directors. The board may authorize individual grants or adopt one or more formulas for grants of awards to the non-employee directors. All options granted to non-employee directors must have an exercise price equal to the fair market value at the date of grant. The exercise price of awards may be paid in cash, in shares of common stock (valued at fair market value at the date of exercise), by delivery of a notice of exercise together with irrevocable instructions to a broker to deliver to the Company the proceeds of the sale of common stock or of a loan from the broker sufficient to pay the exercise price, by having the Company withhold from shares being exercised the number of shares having a fair market value equal to the exercise price for all shares being exercised, or by a combination of the foregoing means of payment, as may be determined by the Administrator. The 2014 Plan expired on March 17, 2024. 2024 Equity Incentive Plan Our 2024 Equity Incentive Plan (the “2024 Plan”) was adopted by the Board on March 27, 2024, to enhance the Company’s and its Affiliates’ ability to attract and retain highly qualified employees, officers, Non-Employee Directors, and Consultants, and to motivate such employees, officers, Non-Employee Directors, and Consultants to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the 2024 Plan provides for the grant of Options, Stock Appreciation Rights (“SAR”), Restricted Stock, Restricted Stock Units, and Other Stock-based Awards. Any of these Awards may, but need not, be made as performance incentives to reward attainment of performance goals in accordance with the terms hereof. Options may only be granted as NSOs and will not qualify as ISOs. Upon becoming effective, the Plan replaces, and no further awards shall be made under, the 2014 Plan. 46 Each option granted under the 2024 Plan shall be a NSO, with such being defined as an option to purchase shares of Common Stock that does not meet the criteria of an incentive stock option within the meaning of Section 422 of Code. The exercise price for share of Common Stock subject to an option shall be fixed by the Board and shall be at least the fair market value of a share of Common Stock on the grant date, provided that in no case shale the option price be less than the par value of a share of Common Stock. A SAR shall confer on the participant a right to receive, upon exercise thereof, the excess of the fair market value of one share of Common Stock on the date of exercise over the SAR exercise price, as determined by the Board. The award agreement for a SAR shall specify the SAR exercise price, which shall be fixed on the grant date as not less than the fair market value of a share of Common Stock on that date, provided, however that the SAR’s grant price may not be less than the fair market value of a share of Common Stock on the grant date of the SAR to the extent required by Section 409A of the Code. Under the restricted stock and restricted stock units component of the 2024 Plan, the Board may award grants of share of Common Stock or bookkeeping entries representing the equivalent shares of Common Stock with restrictions determined by the Board, which include, without limitation, a restricted period of time and the satisfaction of corporate or individual performance objectives. Payment of the option price for shares purchased pursuant to the exercise of an option, or the purchase price for restricted stock shall be made in cash or in cash equivalents acceptable to the Company, except that with respect to an option only, to the extent permitted by law and to the extent the option award agreement so provides, payment of the option price may be made all or in part by delivery (on a form acceptable to the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Common Stock and to deliver all or part of the sales proceeds to the Company in payment of the option price and any withholding taxes required under applicable laws. The 2024 Plan provides for the Board’s granting of other stock based awards in addition to or in conjunction with other awards under the 2024 Plan. Such other stock based awards may be used in the settlement of amounts payable in shares of Common Stock under any other compensation plan or arrangement of the Company. Issuer Purchases of Equity Securities None. ITEM 6. [RESERVED] 47