Item 2. Management’s Discussion and Analysis
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion of our financial condition and results of operations for the six months ended September 30, 2025 and 2024 should
be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those statements that are included
elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties,
such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Item 1A. Risk Factors
appearing in our Annual Report on Form 10-K for the year ended March 31, 2025. We use words such as “anticipate,” “estimate,”
“plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,”
“intend,” “may,” “will,” “should,” “could,” and similar expressions to identify
forward-looking statements.
Unless
expressly indicated or the context requires otherwise, the terms “Elite”, the “Company”, “we”, “us”,
and “our” refer to Elite Pharmaceuticals, Inc. and subsidiary.
Background
Elite
Pharmaceuticals, Inc., a Nevada corporation (the “Company”, “Elite”, “Elite Pharmaceuticals”, the
“registrant”, “we”, “us” or “our”) was incorporated on October 1, 1997 under the laws
of the State of Delaware, and its wholly-owned subsidiary, Elite Laboratories, Inc. (“Elite Labs”), was incorporated on August
23, 1990 under the laws of the State of Delaware. On January 5, 2012, Elite Pharmaceuticals was reincorporated under the laws of the
State of Nevada.
We
are a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, and
the manufacture of generic pharmaceuticals. Our strategy includes developing generic versions of controlled-release drug products with
high barriers to entry.
We
occupy manufacturing, warehouse, laboratory and office space at 135, 144 and 165 Ludlow Avenue in Northvale, NJ (the “Northvale
Facility”). The Northvale Facility operates under Current Good Manufacturing Practice and is a United States
Drug Enforcement Agency registered facility for research, development, and manufacturing. We are also party to an
operating lease for office space at Pompano Beach, Florida.
Strategy
We
focus our efforts on the following areas: (i) manufacturing of a line of generic pharmaceutical products with approved Abbreviated New
Drug Applications (“ANDAs”); (ii) development of additional generic pharmaceutical products; (iii) development of the other
product candidates in our pipeline including products co-developed with partners; (iv) commercial exploitation of our products either
by sales under our own label, license and the collection of royalties, or through the manufacture of our formulations; and (v) development
of new products for sale under our own label, and the expansion of our licensing agreements with other pharmaceutical companies, including
co-development projects, joint ventures and other collaborations.
We
continue to evaluate opportunities for the development of various types of drug products, including branded drug products which require
New Drug Applications (“NDAs”) under Section 505(b)(1) or 505(b)(2) of the Drug Price Competition and Patent Term Restoration
Act of 1984 as well as generic drug products which require ANDAs.
We
believe that our business strategy enables us to reduce our risk by having a diverse product portfolio.
Recent
Developments
On
April 30, 2025 the Company announced the commercial launch of its generic version of Percocet® (Oxycodone hydrochloride and acetaminophen
tablets, “Oxy APAP”). Oxy APAP is indicated for the relief of moderate to moderately severe pain.
On
June 16, 2025, the Company reported positive results from a pivotal bioequivalence study for an undisclosed anticoagulant generic drug
problem. IQVIA, a legal global provider of advanced analytics, technology solutions, and clinical research services to the life sciences
industry, reported branded product sales of Percocet® for the twelve months ending April 2025 of $27 billion. There is no generic
product on the market, and the brand has an unexpired patent listed in the Orange Book. Commercialization of a generic product depends
on successful filing, United States Food and Drug Administration (“FDA”) approval, and addressing the unexpired patent. The
studies conducted were open-label, randomized, balanced, single oral dose, two-treatment, two-period, two-sequence, crossover bioequivalence
studies in normal, healthy, adult, human subjects under fasting conditions. The results indicated that the generic product is bioequivalent
to the branded product. The Company is compiling the data for this product to file an ANDA with the FDA.
On November 12, 2025,
the Company announced that it received approval from the FDA for an ANDA for a generic version of Requip XL ® (Ropinirole
Extended-Release Tablets USP), with strengths of 2mg, 4mg, 6mg, 8mg and 12mg tablets. Ropinirole belongs to a class of drugs known as
non-ergoline dopamine agonist used to treat symptoms of Parkinson’s disease. This product will be marketed and sold under the Elite
Laboratories, Inc. label.
1
Commercial
Products
We
own, license, contract manufacture or have contractual rights to receive royalties from the following products currently approved for
commercial sale:
Product
Branded
Product Equivalent
Therapeutic
Category
Launch
Date
Phentermine
HCl 37.5mg tablets (“Phentermine 37.5mg”)
Adipex-P®
Bariatric
April
2011
Phendimetrazine
Tartrate 35mg tablets (“Phendimetrazine 35mg”)
Bontril®
Bariatric
November
2012
Phentermine
HCl 15mg and 30mg capsules (“Phentermine 15mg” and “Phentermine 30mg”)
Adipex-P®
Bariatric
April
2013
Naltrexone
HCl 50mg tablets (“Naltrexone 50mg”)
Revia®
Pain
September
2013
Isradipine
2.5mg and 5mg capsules (“Isradipine 2.5mg” and “Isradipine 5mg”)
N/A
Cardiovascular
January
2015
Trimipramine
Maleate Immediate Release 25mg, 50mg and 100mg capsules (“Trimipramine 25mg”, “Trimipramine 50mg”, “Trimipramine
100mg”)
Surmontil®
Antidepressant
May
2017
Dextroamphetamine
Saccharate, Amphetamine Aspartate, Dextroamphetamine Sulfate, Amphetamine Sulfate Immediate Release 5mg, 7.5mg, 10mg, 12.5mg, 15mg,
20mg and 30mg tablets (“Amphetamine IR 5mg”, “Amphetamine IR 7.5mg”, “Amphetamine IR 10mg”, “Amphetamine
IR 12.5mg”, “Amphetamine IR 15mg”, “Amphetamine IR 20mg” and “Amphetamine IR 30mg”)
Adderall®
Central
Nervous System (“CNS”) Stimulant
April
2019
Dantrolene
Sodium Capsules 25mg, 50mg and 100mg (“Dantrolene 25mg”, “Dantrolene 50mg”, “Dantrolene 100mg”)
Dantrium®
Muscle
Relaxant
June
2019
Dextroamphetamine
Saccharate, Amphetamine Aspartate, Dextroamphetamine Sulfate, Amphetamine Sulfate Extended Release 5mg, 10mg, 15mg, 20mg, 25mg, and
30mg capsules (“Amphetamine ER 5mg”, “Amphetamine ER 10mg”, “Amphetamine ER 15mg”, “Amphetamine
ER 20mg”, “Amphetamine ER 25mg”, and “Amphetamine ER 30mg”)
Adderall
XR®
Central
Nervous System (“CNS”) Stimulant
March
2020
Loxapine
Succinate 5mg, 10mg, 25mg and 50gm capsules (“Loxapine 5mg”, “Loxapine 10mg”, “Loxapine 25mg”,
and Loxapine 50mg”)
Loxapine®
Antipsychotic
May
2021
Methotrexate
Sodium 2.5mg tablets (“Methotrexate 2.5mg”)
Otrexup
PF®
Antimetabolite
August
2024
Acetaminophen
and Codeine Phosphate 300mg/15mg, 300mg/30mg, 300mg/60mg tablets (“APAP Codeine 300mg/15mg”, “APAP Codeine 300mg/30mg”,
and “APAP Codeine 300mg/60mg”)
Tylenol®
with Codeine
Pain
October
2024
Acetaminophen
and Hydrocodone Bitartrate 325mg/2.5mg, 325mg/5mg, 325mg/7.5mg and 325mg/10mg tablets (“APAP Hydrocodone 325mg/2.5mg”,
“APAP Hydrocodone 325mg/5mg”, APAP Hydrocodone 325mg/7.5mg and APAP Hydrocodone 325mg/10mg”)
Norco®
Pain
December
2024
Lisdexamfetamine
Dimesylate 10mg, 20mg, 30mg, 40mg, 50mg, 60mg and 70mg capsules (“Lisdex 10mg”, “Lisdex 20mg”, “Lisdex
30mg”, “Lisdex 40mg”, “Lisdex 50mg”, “Lisdex 60mg” and “Lisdex 70mg”)
Vyvanse®
ADHD
December
2024
Oxycodone
Hydrochloride and Acetaminophen 5mg/325mg, 7.5mg/325mg and 10mg/325mg tablets (“Oxy APAP 5/325”, “Oxy APAP 7.5/325”
and “Oxy APAP 10/325”)
Percocet®
Pain
April
2025
2
Products
Under FDA Review
SequestOx™
- Immediate Release Oxycodone with sequestered Naltrexone
SequestOx™
is our abuse-deterrent candidate for the management of moderate to severe pain where the use of an opioid analgesic is appropriate. SequestOx™
is an immediate-release Oxycodone Hydrochloride containing sequestered Naltrexone which incorporates 5mg, 10mg, 15mg, 20mg and 30mg doses
of oxycodone into capsules.
In
January 2016, the Company submitted a 505(b)(2) NDA for SequestOx™, after receiving a waiver of the $2.3 million filing fee from
the FDA. In March 2016, the Company received notification of the FDA’s acceptance of this filing and that such filing has been
granted priority review by the FDA with a target action under the Prescription Drug User Fee Act (“PDUFA”) of July 14, 2016.
On
July 15, 2016, the FDA issued a Complete Response Letter, (“CRL”), regarding the NDA. The CRL stated that the review cycle
for the SequestOx™ NDA was complete and the application is not ready for approval in its present form.
On
July 7, 2017, the Company reported topline results from a pivotal bioequivalence fed study for SequestOx™. The mean Tmax (the amount
of time that a drug is present at the maximum concentration in serum) of SequestOx™ was 4.6 hr. with a range of 0.5 hr. to 12 hr.
and the mean Tmax of the comparator, Roxicodone®, was 3.4 hr. with a range of 0.5 hr. to 12 hr. A key objective for the study was
to determine if the reformulated SequestOx™ had a similar Tmax to the comparator when taken with a high fat meal. Based on these
results, the Company paused clinical trials for this formulation of SequestOx™. On January 30, 2018, the Company reported positive
topline results from a pilot study conducted for a modified SequestOx™ wherein, based on the results of this pilot study, the modified
SequestOx™ formulation is expected to achieve bioequivalence with a Tmax range equivalent to the reference product when conducted
in a pivotal trial under fed conditions. The Company has provided the pilot data to the FDA, requesting clarification as to the requirements
for resubmission of the NDA. The FDA has provided guidance for repeated bio-equivalence studies in order to bridge the new formulation
to the original SequestOx™ studies. Due to the prohibitive cost of such repeated bio-equivalence studies and the uncertain commercial
viability given the regulatory and competitive landscape, the Company has paused development of this product candidate.
There
can be no assurances of the Company conducting future clinical trials, or if such trials are conducted, there can be no assurances of
the success of any future clinical trials, or if such trials are successful, there can be no assurances that an intended future resubmission
of the NDA product filing, if made, will be accepted by or receive marketing approval from the FDA. In addition, even if marketing authorization
is received, there can be no assurances that there will be future revenues or profits, or that any such future revenues or profits would
be in amounts that provide adequate return on the significant investments made to secure this marketing authorization.
Generic
Products Filed
Currently
the Company has filed the following ANDA’s which have been accepted for review by the FDA:
●
Generic
dopamine agonist accepted for review in December 2022
●
Generic
opiate analgesic for pain management accepted for review in September 2023
Approved
Products Not Yet Commercialized
Doxycycline
Hyclate Tablets
The
Company received approval in April 2022 from the FDA of an ANDA for a generic version of an antibiotic product, Doxycycline Hyclate Tablets.
The product is jointly owned by Elite and Praxgen Pharmaceuticals LLC, formerly SunGen Pharma LLC, (“Praxgen”).
Methadone
Hydrochloride Tablets
Pursuant
to the Nostrum Asset Purchase Agreement, dated June 17, 2024, by and between the Company and Nostrum Laboratories Inc.,
the Company acquired all rights in and to the approved ANDA for Methadone Hydrochloride Tablets and 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 this product.
Ropinirole
Extended-Release Tablets USP
On
November 12, 2025, the Company announced, that it received approval from the FDA for a generic version of Requip XL® (Ropinirole
Extended-Release Tablets USP), with strengths of 2 mg, 4 mg, 6 mg, 8 mg, and 12 mg tablets. Ropinirole belongs to a class of drugs known
as a non-ergoline dopamine agonist used to treat symptoms of Parkinson’s disease. This product will be marketed and sold under
the Elite Laboratories, Inc. label.
There
can be no assurances in relation to any of the above approved products not yet commercialized, that there will be future revenues of
profits, or that any such future revenues or profits would be in amounts that provide adequate return on the significant investments
made to secure these marketing authorizations.
3
Discontinued
and Transferred Products
As
part of standard operating practices, the Company, from time to time, as relevant, conducts evaluations of all ANDAs owned, consisting,
without limitation, of ANDAs acquired or approved prior to the quarter ended September 30, 2025 and ANDAs acquired or approved during the
quarter ended September 30, 2025. Such evaluations include, without limitation, costs and benefits analyses relating to each ANDA owned, with
such costs including those fees required under the FDA’s Generic Drug User Fee Amendment which is significantly influenced by the
number of ANDAs owned, and other costs and benefits taking into consideration various specific market factors for each ANDA. Those ANDAs
with a cost/benefit profile not consistent with management criteria for continuation are identified for disposition and effort is made
to determine the optimal course of action to achieve disposition of the ANDA. The Company did not discontinue or transfer an ANDAs during the quarter ended September 30, 2025.
Critical
Accounting Estimates
Our
management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).
The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions
and judgments that affect the reported amount of assets, liabilities, costs and expenses and related disclosures. Our critical accounting
estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in them
have had or are reasonably likely to have a material effect on our financial condition or results of operations. Accordingly, actual
results could differ materially from our estimates. The following discussion addresses our most critical accounting estimates, which
are those that are both important to the portrayal of our financial condition and results of operations and that require significant
judgment or use of complex estimates.
Revenue
Recognition - Manufacturing Fees
The
Company’s revenues are offset by variable consideration, which may include, without limitation, chargebacks, distribution fees,
rebates, group purchasing organization fees, prompt payment cash discounts, consideration payable to the customer, billbacks, Medicaid
and other government pricing programs, price protection and shelf stock adjustments, sales returns and profit shares. The Company’s
estimates for variable consideration are adjusted as required at each reporting period for specific known developments that may result
in a change in the amount of total consideration it expects to receive as well as updating estimate assumptions to reflect current and/or
historical trends.
Like
most competitors in this market, our marketing partners also give credits for chargebacks to wholesalers that have contracts with our
marketing partners, prospectively, for their sales to hospitals, group purchasing organizations, pharmacies, or other customers. We do
the same in the case of prospective direct sales made by us. A chargeback is the difference between the price the wholesaler pays and
the price that the wholesaler’s end-customer pays for a product. Although, our marketing partners establish, and prospectively
we would also establish reserves based on prior experience and best estimates of the impact that these policies may have in subsequent
periods, we cannot ensure that such reserves established are adequate or that actual product returns, rebates, allowances, and chargebacks
will not exceed estimates. Differences between established reserves and actual amounts of such credits and charges, could result in a
material adverse effect on our business, financial condition, results of operations, cash flow and stock price.
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce
any deferred tax assets that it determines will not be realizable in the future.
On July 4, 2025, tax
legislation known as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The Company has evaluated the
impact of U.S. tax law changes introduced by OBBBA on our consolidated financial statements and the impact to the current year’s
financial statements is not material.
4
Results
of Operations
The
following set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not
necessarily indicative of future results.
Three
months ended September 30, 2025 compared to the three months ended September 30, 2024
Revenue,
Cost of manufacturing and Gross profit:
For
the Three Months Ended
September
30,
Change
2025
2024
Dollars
Percentage
Manufacturing
fees
$ 36,196,254
$ 18,225,190
$ 17,971,064
99 %
Licensing
fees
125,450
655,155
(529,705 )
(81 )%
Total
revenue
36,321,704
18,880,345
17,441,359
92 %
Cost of manufacturing
22,248,671
10,682,917
11,565,754
108 %
Gross
profit
$ 14,073,033
$ 8,197,428
$ 5,875,605
72 %
Gross
profit - percentage
39 %
43 %
Total
revenues for the three months ended September 30, 2025 increased by $17.4 million or 92%, to $36.3 million, as compared to $18.9 million,
for the corresponding period of the prior year.
Manufacturing
fees revenue increased by $18.0 million, or 99%, to $36.2 million primarily due to revenues relating to increased revenues from the Elite label products that were commercialized in both the current period and comparable
period of the prior year as well as sales of new products, including,
without limitation, the Lisdexamfetamine products, which were commercially launched subsequent to the comparable period of the prior
year and are expected to continue in periods subsequent to September 30, 2025.
Licensing
fees revenue decreased by $529,705, or 81%. This decrease is primarily due to the Company’s transitioned focus on marketing of
the Elite label products, which does not result in license fee revenues. The Company’s last remaining licensing agreement
expired in accordance with its terms on September 10, 2025. Accordingly, other than minimal residual licensing fees that may be
received prospectively, there is no contractual framework in place for achieving license fees revenues going forward.
Cost
of manufacturing consists of manufacturing and assembly costs. Our cost of manufacturing increased by $11.6 million or 108%, to $22.2
million as compared to $10.7 million for the corresponding period in the prior fiscal year. This increase was due to an increased volume
of products sold during the three months ended September 30, 2025, as compared to the comparable period of the prior fiscal year, as
noted above.
Our
gross profit margin was 39% during the three months ended September 30, 2025 as compared to 43% during the comparable period of the
prior fiscal year. The decrease is primarily due to sales in the current quarter consisting of a higher proportion of indirect sales
through wholesalers, which yield lower gross profit margins as compared to direct sales to pharmaceutical chains, as
compared to the proportion of indirect sales through wholesalers achieved during the comparable period of the prior
year.
Operating
expenses:
For
the Three Months Ended
September
30,
Change
2025
2024
Dollars
Percentage
Operating expenses:
Research
and development
$ 1,385,306
$ 1,966,094
$ (580,788 )
(30 )%
General
and administrative
4,029,199
2,273,744
1,755,455
77 %
Non-cash
compensation
49,918
52,329
(2,411 )
(5 )%
Depreciation
and amortization
394,864
420,318
(25,454 )
(6 )%
Total
operating expenses
$ 5,859,287
$ 4,712,485
$ 1,146,802
24 %
Operating
expenses for the three months ended September 30, 2025 increased by $1.1 million, or 24%, to $5.9 million as compared to $4.7 million
for the corresponding period in the prior fiscal year, largely due to an increase in general and administrative costs of $1.8 million,
offset by a decrease in research and development expenses of $0.6 million
Research
and development costs during the three months ended September 30, 2025 were $1.4 million, a decrease of $0.6 million, or 30%, from
approximately $2.0 million of such costs for the comparable period of the prior year. The decrease was the result of more laboratory
resources being allocated to supporting commercial operations as well as the number, timing and nature of product development
activities during the three months ended September 30, 2025, as compared to the comparable period of the prior fiscal
year.
General
and administrative expenses for the three months ended September 30, 2025 were $4.0 million, an increase of $1.8 million or approximately
77% from the comparable period of the prior fiscal year. This increase is due to largely due to increased human resource costs resulting from increased headcounts
as well as increased costs of financial, tax and other regulatory compliance costs as compared to the comparable period of the prior
year.
Non-cash
compensation expense for the three months ended September 30, 2025 and 2024 was less than $0.1 million.
5
Depreciation
and amortization expenses from the three months ended September 30, 2025 were $0.4 million, essentially flat as compared to $0.4 million
for the comparable period in the prior fiscal year.
As
a result of the foregoing, our income from operations during the three months ended September 30, 2025 was $8.2 million, compared to
income from operations of $3.5 million for the comparable period of the prior fiscal year.
Other
income (expense):
For
the Three Months Ended
September
30,
Change
2025
2024
Dollars
Percentage
Other income (expenses):
Change
in fair value of derivative financial instruments - warrants
$ 7,519,649
$ (12,754,735 )
$ 20,274,384
(159 )%
Interest
expense and amortization of debt issuance costs
(82,470 )
(255,136 )
172,666
(68 )%
Interest
income
4,922
5,902
(980 )
(17 )%
Other
income
34,500
—
34,500
— %
Other
income (expenses), net
$ 7,476,601
$ (13,003,969 )
$ 20,480,570
(157 )%
Net other
income (expenses) for the three months ended September 30, 2025 was $7.5 million, an increase in net other income
of $20.5 million from a net other (expense) of $13.0 million for the comparable period of the prior fiscal year. The increase in net
other income was primarily due to an increase of $20.3 million relating to the change in fair value of derivative financial instruments
and a decrease in interest expense of $0.2 million, as compared to the comparable period of the prior year.
The
change in the fair value of derivative instruments is determined in large part by the change in the closing price of the Company’s
Common Stock as of the end of the period, as compared to the closing price at the beginning of the period, with a strong inverse relationship
between changes in the closing price of the Company’s Common Stock and other income or (expense) being recorded. The decrease in
interest expense is primarily related to the Company servicing a lesser principal amount of loans payable during the three months
ended September 30, 2025 as compared to the comparable period of the prior year.
As
a result of the foregoing, our net income before income taxes for the three months ended September 30, 2025 was $15.7 million, compared
to net loss before income taxes of $9.5 million for the comparable period of the prior fiscal year.
Six
months ended September 30, 2025 compared to the six months ended September 30, 2024
Revenue,
Cost of manufacturing and Gross profit:
For
the Six Months Ended
September
30,
Change
2025
2024
Dollars
Percentage
Manufacturing
fees
$ 75,974,017
$ 36,669,108
$ 39,304,909
107 %
Licensing
fees
558,784
1,014,300
(455,516 )
(45 )%
Total
revenue
76,532,801
37,683,408
38,849,393
103 %
Cost of manufacturing
35,233,798
21,011,202
14,222,596
68 %
Gross
profit
$ 41,299,003
$ 16,672,206
$ 24,626,797
148 %
Gross
profit - percentage
54 %
44 %
Total
revenues for the six months ended September 30, 2025 increased by $38.8 million or 103%, to $76.5 million, as compared to $37.7 million,
for the corresponding period of the prior year.
Manufacturing
fees revenue increased by $39.3 million, or 107%, primarily due to revenues relating to increased revenues from the Elite label products that were commercialized in both the current period and comparable
period of the prior year as well as sales of new products, including, without limitation,
the Lisdexamfetamine products, which were commercially launched subsequent to the comparable period of the prior year and are expected to continue in periods subsequent to September 30, 2025.
Licensing
fees revenue decreased by $0.5 million, or 45%. This decrease is primarily due to the Company’s transitioned focus on
marketing of the Elite label, which does not result in license fee revenues. The Company’s last remaining licensing agreement
expired in accordance with its terms on September 10, 2025. Accordingly, other than minimal residual licensing fees that may be
received prospectively, there is no contractual framework in place for achieving license fees revenues going forward.
6
Cost
of manufacturing consists of manufacturing and assembly costs. Our cost of manufacturing increased by $14.2 million or 68%, to $35.2 million
as compared to $21.0 million for the corresponding period in the prior fiscal year. This increase was due to an increased volume of products
sold during the six months ended September 30, 2025, as compared to the comparable period of the prior fiscal year, as noted above.
Our
gross profit margin was 54% during the six months ended September 30, 2025 as compared to 44% during the comparable period of the prior
fiscal year. The increase is primarily due to sales achieved during the current quarter being comprised of a greater proportion of higher
margin products as compared to sales achieved during the comparable period of the prior year and sales during the six month period ended September 30, 2025 consisting of a greater proportion of direct
sales to pharmaceutical chains, which yield higher gross profit margins as compared to indirect sales to wholesalers, as compared to the
comparable period of the prior year. It should be noted that the higher gross profit percentage during the six months ended September 30,
2025 is higher that that of the three months ended September 30, 2025, as per above, with such being due to the latter half of the
six month period ended September 30, 2025 consisting of an increased proportion of indirect sales through wholesalers, as compared
to the former half of the six month period ended September 30, 2025.
Operating
expenses:
For
the Six Months Ended
September
30,
Change
2025
2024
Dollars
Percentage
Operating expenses:
Research
and development
$ 3,060,270
$ 4,129,621
$ (1,069,351 )
(26 )%
General
and administrative
7,433,283
4,242,898
3,190,385
75 %
Non-cash
compensation
102,247
104,658
(2,411 )
(2 )%
Depreciation
and amortization
789,750
846,030
(56,280 )
(7 )%
Total
operating expenses
$ 11,385,550
$ 9,323,207
$ 2,062,343
22 %
Operating
expenses for the six months ended September 30, 2025 increased by $2.1 million, or 22%, to $11.4 million as compared to $9.3 million
for the corresponding period in the prior fiscal year, largely due to an increase in general and administrative expenses of $3.2 million,
offset by a decrease in research and development expenses of $1.1 million.
Research
and development costs during the six months ended September 30, 2025 were $3.1 million, a decrease of $1.1 million, or 26%, from
approximately $4.1 million of such costs for the comparable period of the prior year. The decrease was the result of more laboratory
resources being allocated to supporting commercial operations as well as the number, timing and nature of product development
activities during the six months ended September 30, 2025, as compared to the comparable period of the prior fiscal year.
General
and administrative expenses for the six months ended September 30, 2025 were $7.4 million as compared to $4.2 million for the corresponding
period in the prior fiscal year, an increase of $3.2 million or approximately 75% . This increase is largely due to increased human resource costs resulting
from increased headcounts as well as increased costs of financial, tax and other regulatory compliance as compared to the comparable
period of the prior year.
Non-cash
compensation expense for the six months ended September 30, 2025 and 2024 was less than $0.1 million.
Depreciation
and amortization expenses from the six months ended September 30, 2025 were $0.8 million, essentially flat from $0.8 million for the
comparable period of the prior year.
As
a result of the foregoing, our income from operations during the six months ended September 30, 2025 was $29.9 million, compared to income
from operations of $7.3 million for the comparable period of the prior fiscal year.
Other
income (expense):
For
the Six Months Ended
September
30,
Change
2025
2024
Dollars
Percentage
Other expense (income):
Change
in fair value of derivative financial instruments - warrants
$ (14,589,888 )
$ (15,537,648 )
$ 947,760
(6 )%
Interest
expense and amortization of debt issuance costs
(241,396 )
(505,917 )
264,521
(52 )%
Interest
income
9,464
11,292
(1,828 )
(16 )%
Other
income
34,500
12,000
22,500
188 %
Other
(expense) income, net
$ (14,787,320 )
$ (16,020,273 )
$ 1,232,953
(8 )%
Net other
(expense) income for the six months ended September 30, 2025 was a net other expense of $14.8 million, a decrease of $1.2 million from
a net other expense of $16.0 million for the comparable period of the prior fiscal year. The decrease was primarily due to a decrease
in other expenses of $0.9 million relating to the change in fair value of derivative instruments and a decrease in interest expense and
amortization debt issuance costs of $0.3 million. The change in the fair value of derivative instruments is determined in large part
by the change in the closing price of the Company’s Common Stock as of the end of the period, as compared to the closing price
at the beginning of the period, with a strong inverse relationship between changes in the closing price of the Company’s Common
Stock and other income or (expense) being recorded. The decrease in interest expense is primarily related to the Company servicing a
lesser principal amount of loans payable during the six months ended September 30, 2025 as compared to the comparable period of the prior
year
As
a result of the foregoing, our net income before income taxes for the six months ended September 30, 2025 was $15.1 million, compared
to net loss before income taxes of $8.7 million for the comparable period of the prior fiscal year.
7
Liquidity
and Capital Resources
Capital
Resources
September
30, 2025
March
31, 2025
Change
Current
assets
$ 85,793,698
$ 57,739,147
$ 28,054,551
Current
liabilities
$ 10,673,516
$ 11,840,435
$ (1,166,919 )
Working
capital
$ 75,120,182
$ 45,898,712
$ 29,221,470
Our
working capital (total current assets less total current liabilities) increased by $29.2 million from $45.9 million as of March 31, 2025
to $75.1 million as of September 30, 2025, with such increase being primarily related to the increase cash, finished goods inventory
and accounts receivable, associated with increased customer orders and shipments during the six months ended September 30, 2025 and a
decrease in current liabilities during the same period.
Summary
of Cash Flows:
For
the Six Months Ended
September
30,
2025
2024
Net cash provided
by operating activities
$ 19,880,115
$ 4,601,307
Net cash used in investing
activities
$ (321,538 )
$ (1,645,722 )
Net cash used in financing
activities
$ (4,247,152 )
$ (495,592 )
Net
cash provided by operating activities for the six months ended September 30, 2025 was $19.9 million, which included, without limitation,
net income of $7.8 million, increased by fair value of derivative financial instruments - warrants of $14.6
million, and other non-cash expenses of $1.9 million, deferred tax expenses of $6.6 million, and reduced by increases in operating assets
and liabilities totaling $11.0 million.
Net
cash used in investing activities for the six months ended September 30, 2025 was comprised of purchases of property and equipment of
approximately $0.3 million.
Net
cash used in financing activities was $4.2 million for the six months ended September 30, 2025 compared to net cash used in financing
activities of $0.5 million for the corresponding period of the prior year. Net cash used in financing activities consisted primarily
of payments of bond and loan principal totaling $4.1 million and payments on principal on finance lease obligations of $0.2 million.
Net cash used in financing activities of $0.5 million during the prior fiscal year was due to payments of bond and loan principal
totaling $0.3 million and payments on principal on finance lease obligations of $0.2 million.
East
West Bank
On
July 1, 2022, East West Bank (“EWB”) provided a mortgage loan (“EWB Mortgage Loan”) in the amount of $2.55 million
for the purchase of the property at 135-137 Ludlow Avenue, which was formerly a lease held by the Company. The EWB Mortgage Loan matures
in ten years and bears interest at a fixed rate of 4.75% fixed for the first five 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 September 30, 2025, 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 September 30, 2025, and through the date of filing of this Quarterly Report
on Form 10-Q, the Company was not aware of the existence of any violations of financial covenants included in the EWB Mortgage Loan.
NJEDA
Bonds
On
August 31, 2005, the Company successfully completed a refinancing of a prior 1999 bond issue (the “1999 Bonds”) through the
issuance of new tax-exempt bonds (the “NJEDA Bonds”). The refinancing involved borrowing $4,155,000, evidenced by a 6.5%
Series A Note in the principal amount of $3,660,000 maturing on September 1, 2030 and a 9% Series B Note in the principal amount of $495,000
maturing on September 1, 2012. The net proceeds, after payment of issuance costs, were used (i) to redeem the outstanding tax-exempt
1999 Bonds originally issued by the New Jersey Economic Development Authority on September 2, 1999, (ii) to refinance other equipment
financing and (iii) for the purchase of certain equipment to be used in the manufacture of pharmaceutical products. As of March 31, 2016,
all of the proceeds were utilized by the Company for such stated purposes.
The
NJEDA Bonds are collateralized by a first lien on the Company’s facility and equipment acquired with the proceeds of the 1999 Bonds
and NJEDA Bonds. The related Indenture requires the maintenance of a debt service reserve fund of $366,000 in relation to the Series
A Notes.
Bond
issue costs of $354,454 were paid from the proceeds of the NJEDA Bonds and are being amortized over the life of the NJEDA bonds. Amortization
of bond issuance costs amounted to $7,089 for the six months ended September 30, 2025.
The
NJEDA Bonds require the Company to make an annual principal payment on September 1st of varying amounts as specified in the loan documents
and semi-annual interest payments on March 1st and September 1st, equal to interest due on the outstanding principal at the applicable
rate for the semi-annual period just ended.
In
addition, the Company had previously received Notices of Default from the Trustee of the NJEDA Bonds as a result of the utilization of
the debt service reserve fund being used to pay interest payments as well as the Company’s failure to make scheduled principal
payments. All monetary defaults were cured during Fiscal Year 2015 and the Company is current on all NJEDA Bond interest and principal
payments.
As
of the date of filing of this Quarterly Report on Form 10-Q, there are no interest or principal amounts in arrears. The Series B Notes
were retired, at par in July 2014.
8
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a smaller reporting company, we are not required to provide the information required by this Item.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.