Item 1. Financial Statements
ITEM
1. FINANCIAL STATEMENTS
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
CONDENSED
CONSOLIDATED BALANCE SHEETS
June 30, 2026
March 31, 2026
(Unaudited)
ASSETS
Current assets:
Cash
$ 38,940,138
$ 29,797,800
Accounts receivable, net of allowance for expected credit losses of $ 1,280,030 and $ 1,441,523 respectively
50,441,624
59,715,676
Inventory
24,200,388
21,259,898
Prepaid expenses and other current assets
905,552
1,333,177
Total current assets
114,487,702
112,106,551
Property and equipment, net of accumulated depreciation of $ 18,353,218 and $ 18,100,243 respectively
10,737,317
10,181,328
Intangible assets
4,790,790
4,790,790
Finance lease - right-of-use asset, net of accumulated amortization of $ 1,099,587 and $ 984,801 respectively
1,180,377
1,295,163
Operating lease - right-of-use asset
1,404,216
1,529,468
Deferred income tax asset
6,501,308
7,823,039
Other assets:
Restricted cash - debt service for NJEDA bonds
475,441
471,520
Security deposits
91,981
91,981
Total other assets
567,422
563,501
Total assets
$ 139,669,132
$ 138,289,840
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 5,591,368
$ 6,053,444
Accrued expenses
6,429,800
10,194,222
Bonds payable, current portion, net of bond issuance costs
135,822
135,822
Loans payable, current portion
93,904
92,774
Lease obligation - finance lease, current portion
387,847
378,775
Lease obligation - operating lease, current portion
553,534
536,427
Derivative financial instruments - warrants
17,249,339
—
Total current liabilities
30,441,614
17,391,464
Long-term liabilities:
Bonds payable, net of current portion and bond issuance costs
655,103
651,559
Loans payable, net of current portion and loan costs
2,129,277
2,152,969
Lease obligation - finance lease, net of current portion
746,496
851,640
Lease obligation - operating lease, net of current portion
870,586
1,015,647
Derivative financial instruments - warrants
—
17,343,586
Total long-term liabilities
4,401,462
22,015,401
Total liabilities
34,843,076
39,406,865
Commitments and Contingencies (Note 9)
-
-
Shareholders’ equity:
Common Stock; par value $ 0.001 ; 1,445,000,000 shares authorized; 1,077,236,442 and 1,077,196,442 shares issued as of June 30, 2026 and March 31, 2026, respectively; 1,077,136,442 and 1,077,096,442 shares outstanding as of June 30, 2026 and March 31, 2026 respectively
1,077,240
1,077,200
Additional paid-in capital
173,976,332
173,943,856
Treasury stock; 100,000 shares as of both June 30, 2026 and March 31, 2026 at cost
( 306,841 )
( 306,841 )
Accumulated deficit
( 69,920,675 )
( 75,831,240 )
Total shareholders’ equity
104,826,056
98,882,975
Total liabilities and shareholders’ equity
$ 139,669,132
$ 138,289,840
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F- 1
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
2026
2025
For the Three Months Ended June 30,
2026
2025
Revenue
$ 32,355,283
$ 40,211,097
Cost of manufacturing
18,847,738
12,985,127
Gross profit
13,507,545
27,225,970
Operating expenses:
Research and development
2,032,471
1,674,964
General and administrative
3,549,556
3,404,084
Non-cash compensation through issuance of stock options
28,476
52,329
Depreciation and amortization
367,761
394,886
Total operating expenses
5,978,264
5,526,263
Income from operations
7,529,281
21,699,707
Other income (expense):
Change in fair value of derivative financial instruments - warrants
94,247
( 22,109,537 )
Interest expense and amortization of debt issuance costs
( 73,103 )
( 158,926 )
Interest income
166,117
4,542
Other income (expense), net
187,261
( 22,263,921 )
Income (loss) before income taxes
7,716,542
( 564,214 )
Income tax expense
( 1,805,977 )
( 5,320,501 )
Net income (loss)
$ 5,910,565
$ ( 5,884,715 )
Basic net income (loss) per share
$ 0.01
$ ( 0.01 )
Diluted net income (loss) per share
$ 0.01
$ ( 0.01 )
Basic weighted average common stock outstanding
1,077,236,002
1,068,363,108
Diluted weighted average common stock outstanding
1,128,661,497
1,068,363,108
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F- 2
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
Shares
Amount
Shares
Amount
Capital
Shares
Amount
Deficit
Equity
Series J
Preferred Stock
Common Stock
Additional Paid-In
Treasury Stock
Accumulated
Total Shareholders’
Shares
Amount
Shares
Amount
Capital
Shares
Amount
Deficit
Equity
Balance as of March 31, 2026
—
$ —
1,077,196,442
$ 1,077,200
$ 173,943,856
100,000
$ ( 306,841 )
$ ( 75,831,240 )
$ 98,882,975
Net income
—
—
—
—
—
—
—
5,910,565
5,910,565
Non-cash compensation through the issuance of employee stock options
—
—
—
—
28,476
—
—
—
28,476
Shares issued pursuant to exercise of employee stock options
—
—
40,000
40
4,000
—
—
—
4,040
Balance at June 30, 2026
—
$ —
1,077,236,442
$ 1,077,240
$ 173,976,332
100,000
$ ( 306,841 )
$ ( 69,920,675 )
$ 104,826,056
Series J
Preferred Stock
Common Stock
Additional Paid-In
Treasury Stock
Accumulated
Total Shareholders’
Shares
Amount
Shares
Amount
Capital
Shares
Amount
Deficit
Equity
Balance as of March 31, 2025
—
$ —
1,068,463,108
$ 1,068,467
$ 173,457,329
100,000
$ ( 306,841 )
$ ( 120,703,926 )
$ 53,515,029
Balance
—
$ —
1,068,463,108
$ 1,068,467
$ 173,457,329
100,000
$ ( 306,841 )
$ ( 120,703,926 )
$ 53,515,029
Net loss
—
—
—
—
—
—
—
( 5,884,715 )
( 5,884,715 )
Net income (loss)
—
—
—
—
—
—
—
( 5,884,715 )
( 5,884,715 )
Non-cash compensation through the issuance of employee stock options
—
—
—
—
52,329
—
—
—
52,329
Balance at June 30, 2025
—
$ —
1,068,463,108
$ 1,068,467
$ 173,509,658
100,000
$ ( 306,841 )
$ ( 126,588,641 )
$ 47,682,643
Balance
—
$ —
1,068,463,108
$ 1,068,467
$ 173,509,658
100,000
$ ( 306,841 )
$ ( 126,588,641 )
$ 47,682,643
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F- 3
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
2026
2025
For
the Three Months Ended June 30
2026
2025
CASH
FLOWS FROM OPERATING ACTIVITIES:
Net
income (loss)
$ 5,910,565
$ ( 5,884,715 )
Adjustments
to reconcile net income (loss) to net cash provided by operating activities:
Depreciation
and amortization
252,975
275,413
(Recovery)
provision for losses on accounts receivable
( 161,493 )
211,425
Amortization
of operating leases - right-of-use assets
125,252
113,385
Amortization
of finance leases - right-of-use assets
114,786
119,473
Amortization
of debt discount - bonds offering costs
3,544
3,545
Change
in fair value of derivative financial instruments - warrants
( 94,247 )
22,109,537
Deferred
tax expense
1,321,731
4,884,535
Non-cash
compensation through the issuance of employee stock options
28,476
52,329
Change
in operating assets and liabilities:
Accounts
receivable
9,435,545
( 7,223,068 )
Inventory
( 2,940,490 )
( 3,116,352 )
Prepaid
expenses and other current assets
427,625
428,454
Accounts
payable
( 462,076 )
2,131,285
Accrued
expenses
( 3,764,422 )
786,516
Deferred
revenue
—
( 3,334 )
Lease
obligations - operating leases
( 127,954 )
( 112,586 )
Net
cash provided by operating activities
10,069,817
14,775,842
CASH
FLOWS FROM INVESTING ACTIVITIES:
Purchase
of property and equipment
( 808,964 )
( 218,204 )
Net
cash used in investing activities
( 808,964 )
( 218,204 )
CASH
FLOWS FROM FINANCING ACTIVITIES:
Payments
of related party loans payable
—
( 4,000,000 )
Payments
on principal on finance lease obligations
( 96,072 )
( 92,177 )
Proceeds
from exercise of stock options
4,040
—
Loan
payments
( 22,562 )
( 38,507 )
Net
cash used in financing activities
( 114,594 )
( 4,130,684 )
Net
change in cash and restricted cash
9,146,259
10,426,954
Cash
and restricted cash, beginning of period
30,269,320
11,769,161
Cash
and restricted cash, end of period
$ 39,415,579
$ 22,196,115
Supplemental
disclosure of cash and non-cash transactions:
Cash
paid for interest
$ 27,170
$ 158,926
Cash
paid for income taxes
$ 19,547
$ —
Reconciliation
of cash and restricted cash
Cash
$ 38,940,138
$ 21,737,797
Restricted
cash - debt service for NJEDA bonds
475,441
458,318
Total
cash and restricted cash shown in statement of cash flows
$ 39,415,579
$ 22,196,115
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F- 4
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Overview
Elite
Pharmaceuticals, Inc. (the “Company” or “Elite”) 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. Elite Labs engages primarily in researching, developing, licensing, manufacturing, and sales of generic, oral dose
pharmaceuticals. 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, infection and Parkinson's disease. 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.
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles
generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The unaudited
condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Elite Labs. All significant
intercompany accounts and transactions have been eliminated in consolidation. Certain information or footnote disclosures normally included
in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations
of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive
presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation
of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated
financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on June 29, 2026. The interim
results for the three months ended June 30, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending
March 31, 2027 or for any future periods.
The
Company’s significant accounting policies and recent accounting standards are summarized in Note 1 of the Company’s consolidated
financial statements for the year ended March 31, 2026. There were no significant changes to these accounting policies during the three
months ended June 30, 2026.
Use
of Estimates
The
preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make certain
estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the unaudited 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, chargeback liabilities
related to revenue recognition, valuation of intangible assets, the useful life of property and equipment and identifiable intangible
assets, stock-based compensation expense and income taxes. The Company continuously evaluates its estimates, which are based on the information
that is currently available to the Company and on various other assumptions that it believes to be reasonable under the circumstances.
Actual results could differ from those estimates.
Segment
Information
Financial
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 (“CODM”),
or decision-making group, in deciding how to allocate resources and in assessing performance.
F- 5
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
Company’s CODM is the Chief Executive Officer, who reviews the financial performance and the results
of operations of the segments prepared in accordance with GAAP when making decisions about allocating resources and assessing performance
of the Company.
The
Company identifies its operating and reportable segments based on the financial information regularly reviewed by its CODM for purposes of assessing operating performance, allocating resources, and making strategic decisions.
The Company’s operations consist of its generic pharmaceuticals product portfolio whose marketing approvals were secured via an
Abbreviated New Drug Application (“ANDA”). The CODM evaluates the business, manages resources, and reviews financial results
of the Company on a consolidated basis. Additionally, the Company’s ANDA products share similar economic characteristics, operating
processes, and regulatory environments, and are managed as a single business unit. Accordingly, as of June 30, 2026, the Company has
determined that it operates in a 1 single operating and reportable segment.
Asset
information by operating segment is not presented below since the chief operating decision maker does not review this information by
segment. The ANDA segment follows the same accounting policies used in the preparation of the Company’s consolidated financial
statements. Please see Note 14 for further details.
Revenue
Recognition
The
Company primarily generates revenue from manufacturing 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. The Company
also generates revenue from licensing fees from 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.
Under
ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when the customer obtains
control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for
those goods or services. The Company recognizes revenues following the five-step model prescribed under ASC 606: (i) identify contract(s)
with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the
transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance
obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration
it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined
to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that
are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the
amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is
satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.
Nature
of goods and services
The
Company is equipped to manufacture controlled-release products on a contract basis for third parties, if, and when, the products are
approved. These products include products using controlled-release drug technology. The Company also develops and markets (either on
its own or by license to other companies) generic and proprietary controlled-release pharmaceutical products.
The
Company recognizes manufacturing fees related to revenue generated from wholesale customers and from direct sale customers. Wholesalers
represent customers that purchase the Company’s products and sell them to end customers such as hospitals, group purchasing organizations,
institutions, and pharmacies. Direct sales customers purchase products directly from the Company.
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 a product. The Company’s estimate for chargebacks is developed based upon management’s assumption of anticipated
claims as well as historical information. Chargebacks represent variable consideration within the Company’s contracts and therefore
as such, revenue recognized is limited to the amount for which a significant reversal of revenue related to this variable consideration
is not probable.
F- 6
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
Company recognizes revenue when the customer obtains control of the Company’s product based on the contractual shipping terms of
the contract, at which time the performance obligation is deemed to be completed. The Company is primarily responsible for ensuring that
the product is produced in accordance with the related supply agreement, and fulfilling the promise to deliver the product and bearing
the risk of loss while the inventory is in-transit to the purchaser or commercial partner. Revenue is measured as the amount of consideration
the Company expects to receive from the sale of its products, including Elite-labeled pharmaceutical products, and is recorded at net
realizable value which consists of gross amounts invoiced reduced by contractual reductions, including, without limitation, chargebacks,
discounts and program rebates, as applicable.
Disaggregation
of revenue
In
the following table, revenue is disaggregated by type of revenue generated by the Company. The Company recognizes revenue at a point
in time for all performance obligations.
Selected
information on the Company’s reportable segment and the reconciliation of operating income by segment to income from operations
and to income (loss) before income taxes are disclosed within Note 14.
The
Company disaggregates manufacturing fees revenue by sales channel, consisting of revenues from direct and indirect wholesalers, which
have different cash flows and contract economics as margins generated differ between direct and indirect revenues. Additionally, although
the underlying arrangements are substantially similar, pricing to direct wholesalers yields higher margins than pricing to indirect wholesalers,
while the timing and uncertainty of cash flows do not differ materially.
Additionally,
The Company enters into licensing and development agreements, which may include multiple revenue generating activities, including milestones
payments, licensing fees, product sales and services.
The
following table summarizes manufacturing fees by sales channel and revenues from licensing fees for the three months ended June 30, 2026
and 2025:
SCHEDULE OF DISAGGREGATION OF REVENUE
2026
2025
For the Three Months Ended June 30,
2026
2025
Direct sales to Wholesalers
$ 16,403,265
$ 19,032,232
Indirect sales to Wholesalers
15,731,055
20,745,531
Total ANDA revenue
32,134,320
39,777,763
Licensing Fees
220,963
433,334
Total revenue
$ 32,355,283
$ 40,211,097
The
Company’s revenue-generating products consist of two categories: (i) products containing an active ingredient listed by the United
States Drug Enforcement Agency as a scheduled substance under the Controlled Substances Act of 1970 (“Scheduled Products”)
and (ii) products not containing such a scheduled active ingredient (“Unscheduled Products”). The following table summarizes
the breakdown of revenues by product category for the three months ended June 30, 2026 and 2025:
2026
2025
For the Three Months Ended June 30,
2026
2025
Scheduled Products - Manufacturing Fees
$ 27,809,738
$ 38,913,885
Scheduled Products - Licensing Fees
220,963
-
Unscheduled Products - Manufacturing Fees
4,324,582
863,878
Unscheduled Products - Licensing Fees
-
433,334
Total Revenue
$ 32,355,283
$ 40,211,097
F- 7
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Restricted
Cash
As
of June 30, 2026 and March 31, 2026, the Company had $ 475,441 and $ 471,520 , of restricted cash, respectively, related to debt service
reserve in regard to the New Jersey Economic Development Authority (“NJEDA”) bonds (see Note 6).
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. Due to temporary differences in the timing of recognition of items
included in income for accounting and tax purposes, deferred tax assets or liabilities are recorded to reflect the impact arising from
these differences on future tax payments. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets
that it determines will not be realizable in the future.
The
Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such
tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position.
These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.
The
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 June 30, 2026, a summary of the tax years that remain subject
to examination in the Company’s major tax jurisdictions are: United States – Federal, 2022 and forward, and State, 2022 and
forward. The Company did not have any unrecognized tax positions for the three months ended June 30, 2026 and 2025.
Earnings
(Loss) Per Share
The
Company follows ASC 260, Earnings Per Share , which requires presentation of basic and diluted income (loss) per share (“EPS”)
on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial
statements, basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of Common
Stock outstanding during the period. The computation of diluted net income (loss) per share includes the assumed exercise of options
and warrants if the effect is dilutive. The assumed exercise of the Series J Warrants and stock options were dilutive for the three months
ended June 30, 2026, and are therefore included in the diluted EPS calculation for that period. For the three months ended June 30, 2026,
there were no potentially diluted shares excluded from the calculation of diluted EPS.
As
the Company was in a net loss position for the three months ended June 30, 2025, the potential dilution from the Series J Warrants converting
into 79,008,661 shares of Common Stock and the stock options converting into 15,640,000 shares of Common Stock for these periods have
been excluded from the number of shares used in calculating diluted net income (loss) per share as their inclusion would have been antidilutive.
F- 8
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
following is the computation of net income (loss) per share applicable to common shareholders for the periods indicated:
SCHEDULE OF EARNINGS (LOSS) PER SHARE APPLICABLE TO COMMON SHAREHOLDERS
2026
2025
For the Three Months Ended June 30,
2026
2025
Numerator
Net income (loss) - basic
$ 5,910,565
$ ( 5,884,715 )
Effect of dilutive instrument on net income
( 94,247 )
—
Net income (loss) - diluted
$ 5,816,318
$ ( 5,884,715 )
Denominator
Weighted average shares of Common Stock outstanding - basic
1,077,236,002
1,068,363,108
Dilutive effect of stock options and convertible securities
51,425,495
—
Weighted average shares of Common Stock outstanding - diluted
1,128,661,497
1,068,363,108
Net income (loss) per share
Basic
$ 0.01
$ ( 0.01 )
Diluted
$ 0.01
$ ( 0.01 )
Recently
Issued Accounting Pronouncements - Adopted
In
July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts
Receivable and Contract Assets . The ASU introduces a practical expedient and an accounting policy election to simplify the estimation
of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC
606. The practical expedient allows entities to assume that conditions at the balance sheet date remain unchanged for the asset’s
remaining life when preparing forecasts as part of estimating expected credit losses. The ASU is effective for fiscal years beginning
after December 15, 2025, and is to be adopted on a prospective basis. The Company adopted the ASU during the three months ending June
30, 2026 and the adoption did not have a material impact on the unaudited condensed consolidated financial statements.
Recently
Issued Accounting Pronouncements - Not Yet Adopted
In
November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU No. 2025-01, Income Statement
- Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date (“ASU-2024-03”).
ASU 2024-03 requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in
the financial statements. ASU 2024-03, as clarified by ASU 2025-01, is effective for public entities for annual periods beginning after
December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either
a prospective basis or retrospective basis. The Company is currently evaluating the impact that the updated standard will have on the
Company’s disclosures within the unaudited condensed consolidated financial statements.
In
May 2025, the FASB issued ASU 2025-04, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic
606): Clarifications to Share-Based Consideration Payable to a Customer to reduce diversity in practice and improve the decision
usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services.
The ASU is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a retrospective or modified retrospective
basis. Early adoption is permitted. The Company is evaluating the impact that this standard will have on the Company’s unaudited
condensed consolidated financial statements.
F- 9
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In
December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270)—Narrow-Scope Improvements . The ASU clarifies the
scope of interim reporting guidance, reorganizes disclosure requirements for ease of navigation, and introduces a principle requiring
disclosure of material events occurring after the last annual reporting period but before interim financial statements are issued. The
ASU is effective for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company
is currently evaluating the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.
Management
has evaluated recently issued accounting pronouncements outside of those mentioned above and does not believe that any of these pronouncements
will have a significant impact on the Company’s unaudited condensed consolidated financial statements and related disclosures.
NOTE
2. INVENTORY
Inventory
consisted of the following:
SCHEDULE OF INVENTORY
June 30, 2026
March 31, 2026
Finished goods
$ 7,956,873
$ 5,389,291
Work-in-progress
2,133,372
3,267,705
Raw materials
14,110,143
12,602,902
Inventory
$ 24,200,388
$ 21,259,898
NOTE
3. PROPERTY AND EQUIPMENT, NET
Property
and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
June 30, 2026
March 31, 2026
Land, building and improvements
$ 11,907,253
$ 11,649,918
Laboratory, manufacturing, warehouse and transportation equipment
16,253,263
15,701,634
Office equipment and software
373,601
373,601
Furniture and fixtures
556,418
556,418
Property and equipment, gross
29,090,535
28,281,571
Less: Accumulated depreciation
( 18,353,218 )
( 18,100,243 )
Property and equipment, net
$ 10,737,317
$ 10,181,328
Depreciation
expense was $ 252,975 and $ 275,413 for the three months ended June 30, 2026 and 2025, respectively.
NOTE
4. INTANGIBLE ASSETS
The
following table summarizes the Company’s intangible assets as of and for the periods ended June 30, 2026 and March 31, 2026:
SCHEDULE OF INTANGIBLE ASSETS
June 30, 2026
Estimated Useful Life
Gross Carrying Amount
Additions
Impairment losses
Accumulated Amortization
Net Book Value
ANDA acquisition costs
Indefinite
$ 4,790,790
$ —
$ —
$ —
$ 4,790,790
$ 4,790,790
$ —
$ —
$ —
$ 4,790,790
F- 10
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2026
Estimated Useful Life
Gross Carrying Amount
Additions
Impairment losses
Accumulated Amortization
Net Book Value
Patent application costs
- *
$ 289,039
$ —
$ ( 289,039 )
$ —
$ —
ANDA acquisition costs
Indefinite
5,348,763
—
( 557,973 )
—
4,790,790
$ 5,637,802
$ —
$ ( 847,012 )
$ —
$ 4,790,790
* Patent application
costs were incurred in relation to the Company’s abuse deterrent opioid technology. Amortization of the patent costs would have
begun upon the issuance of marketing authorization by the FDA. During the year ended March 31, 2026, these costs were impaired in full.
The
Company tests its intangible assets for impairment at least annually (as of March 31st) and whenever events or circumstances indicate
that impairment may have occurred. Indicators of impairment may include, among others: a significant decline in expected future cash
flows; a sustained, significant decline in stock price and market capitalization; a significant adverse change in legal factors or business
climate; unanticipated competition; and slower growth rates. No such impairment was recorded during the three months ended June 30, 2026
and 2025.
* Patent application costs were incurred in relation to the Company’s abuse deterrent opioid technology. Amortization of the patent costs would have begun upon the issuance of marketing authorization by the FDA. During the year ended March 31, 2026, these costs were impaired in full.
NOTE
5. ACCRUED EXPENSES
As
of June 30, 2026 and March 31, 2026, the Company’s accrued expenses consisted of the following:
SCHEDULE OF ACCRUED EXPENSES
June 30, 2026
March 31, 2026
Co-development profit split
$ 2,776,060
$ 2,616,950
Employee bonuses
1,580,813
5,285,256
Income tax
1,058,880
594,181
Legal and professional expense
174,224
282,672
Audit fees
250,000
500,000
Director dues
22,500
22,500
Salaries and fees payable
73,907
273,059
Other accrued expenses
493,416
619,604
Total accrued expenses
$ 6,429,800
$ 10,194,222
NOTE
6. NJEDA BONDS
During
August 2005, the Company refinanced a prior 1999 bond issue occurring in 1999 through the issuance of Series A and B Notes 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 . During July 2014, the Company retired all the outstanding Series B Notes, at par, along with all accrued interest due and owed.
In
relation to the Series A Notes, the Company is required to maintain a debt service reserve fund. The debt service reserve is classified
as restricted cash on the accompanying unaudited condensed 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 %. The
NJEDA Bonds are collateralized by a first lien on the Company’s facility and equipment acquired with the proceeds of the original
and refinanced bonds. The bonds mature on September 1, 2030.
F- 11
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
following tables summarize the Company’s bonds payable liability:
SCHEDULE OF BONDS PAYABLE LIABILITY
June 30, 2026
March 31, 2026
Gross bonds payable
NJEDA Bonds - Series A Notes
$ 850,000
$ 850,000
Less: Current portion of bonds payable (prior to deduction of bond offering costs)
( 150,000 )
( 150,000 )
Long-term portion of bonds payable (prior to deduction of bond offering costs)
$ 700,000
$ 700,000
Bond offering costs
$ 354,454
$ 354,454
Less: Accumulated amortization
( 295,379 )
( 291,835 )
Bond offering costs, net
$ 59,075
$ 62,619
Current portion of bonds payable - net of bond offering costs
Current portions of bonds payable
$ 150,000
$ 150,000
Less: Bonds offering costs to be amortized in the next 12 months
( 14,178 )
( 14,178 )
Current portion of bonds payable, net of bond offering costs
$ 135,822
$ 135,822
Long term portion of bonds payable - net of bond offering costs
Long term portion of bonds payable
$ 700,000
$ 700,000
Less: Bond offering costs to be amortized subsequent to the next 12 months
( 44,897 )
( 48,441 )
Long term portion of bonds payable, net of bond offering costs
$ 655,103
$ 651,559
Amortization
expense was $ 3,544 and $ 3,545 for the three months ended June 30, 2026 and 2025, respectively. Interest payable was $ 18,417 and $ 4,604
as of June 30, 2026 and March 31, 2026, respectively. Interest expense was $ 13,813 and $ 16,087 for the three months ended June 30, 2026
and 2025, respectively.
Maturities
of bonds for the next five years are as follows:
SCHEDULE OF MATURITIES OF BONDS
Years ending March 31,
Amount
Remainder of 2027
$ 150,000
2028
160,000
2029
170,000
2030
180,000
2031
190,000
Total
$ 850,000
NOTE
7. LOANS PAYABLE
Loans
payable consisted of the following:
SCHEDULE OF LOANS PAYABLE
June 30, 2026
March 31, 2026
Mortgage loan payable 4.75 % interest and maturing June 2032
$ 2,223,181
$ 2,245,743
Less: Current portion of loans payable
( 93,904 )
( 92,774 )
Long-term portion of loans payable
$ 2,129,277
$ 2,152,969
The
interest expense associated with the loans payable was $ 27,170 and $ 28,797 for the three months ended June 30, 2026 and 2025, respectively.
F- 12
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Loan
principal payments for the next five years are as follows:
SCHEDULE OF LOAN PRINCIPAL PAYMENTS
Future principal balances
Years ending March 31,
Amount
Remainder of 2027
$ 70,212
2028
94,433
2029
98,447
2030
103,817
2031
109,482
Thereafter
1,746,790
Total remaining principal balance
$ 2,223,181
NOTE
8. RELATED PARTY LOANS
On
June 2, 2023, the Company entered into a Promissory Note with Nasrat Hakim, President, Chief Executive Officer and Chairman of the
Board of Directors of the Company (the “Board”), pursuant to which the Company borrowed funds in the aggregate principal
amount of $ 3,000,000
(the “Hakim Promissory Note”). The Hakim Promissory Note had 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. For the three months ended
June 30, 2026 there was no interest expense on the Hakim Promissory Note. For the three months ended June 30, 2025, interest
expense on the Hakim Promissory Note totaled $ 50,000
and was recorded on the unaudited condensed consolidated statements of operations in interest expense and amortization of debt
issuance costs. On June 2, 2025, the Hakim Promissory Note was paid in full and no balance was outstanding as of June 2,
2025.
On
June 30, 2023, the Company entered into a collateralized promissory note with Davis Caskey (the “Caskey Promissory
Note”). The Caskey Promissory Note had a principal balance of $ 1,000,000 and
an interest rate of 9 %
for the first year and 10 %
for an optional second year. For the three months ended June 30, 2026 there was no interest expense on the Caskey Promissory
Note. For the three months ended June 30, 2025, interest on the Caskey Promissory Note totaled $25,000 and was recorded on the
unaudited condensed consolidated statements of operations in interest expense and amortization of debt issuance costs. On June 26,
2025, the Caskey Promissory Note was paid in full and no balance was outstanding as of June 26, 2025.
F- 13
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
9. COMMITMENTS AND CONTINGENCIES
Occasionally,
the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision
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 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.
On
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. On November 14, 2023, a patent infringement suit was filed in the District Court of New Jersey by Purdue Pharma. The Parties agreed
to a stipulated dismissal of the case and the judge signed the order dismissing the case on June 12, 2026.
Elite’s
launch of a generic OxyContin ® will depend on the approval by the FDA.
Operating
Leases
The
Company entered into an operating lease for office space in North Bay Village, Pompano FL (the “NBV Pompano Office Lease”).
The Company took occupancy on October 1, 2024. The NBV Pompano Office Lease has a term of three years , ending on September 30, 2027 .
The
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. Lease”). The lease agreement began on January 22, 2024, and has a term of five years . The 144 Ludlow Ave.
Lease will expire on December 31, 2028.
The
Company assesses whether an arrangement is a lease or contains a lease at inception. For arrangements considered leases or that contain
a lease that is accounted for separately, the Company determines the classification and initial measurement of the right-of-use asset
and lease liability at the lease commencement date, which is the date that the underlying asset becomes available for use. The Company
has elected to account for non-lease components associated with its leases and lease components as a single lease component.
The
Company recognizes a right-of-use asset, which represents the Company’s right to use the underlying asset for the lease term, and
a lease liability, which represents the present value of the Company’s obligation to make payments arising over the lease term.
The present value of the lease payments is calculated using either the implicit interest rate in the lease or an incremental borrowing
rate. Operating leases are included in operating lease right-of-use assets and lease liabilities in the consolidated balance sheets.
Lease expense for operating expense payment is recognized on a straight-line basis over the lease term.
Finance
Leases
In
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,
2023. 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.
In
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 had a term of two years , which ended in February 2026 . The Company had the option
to purchase the asset at the end of the lease term for the amount of $ 1 , which the Company exercised.
In
February 2024, the Company entered into a finance lease for equipment (the “February 2024 Equipment Lease”). The 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. The February 2024 Equipment Lease has a term of five years, ending in February 2029 . The Company will
retain ownership of the equipment at lease termination.
F- 14
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In
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 $ 1,085,177 . Each of the separate leases included in the March 2024
Equipment Leases has a term of five years , ending in March 2029 . The Company will retain ownership of all related assets at lease termination.
In
July 2024, the Company entered into two separate finance leases for manufacturing assets (the “July 2024 Equipment Leases”).
The July 2024 Equipment Leases are related to warehouse and laboratory equipment with an aggregate acquisition cost of $ 153,745 . One
of the July 2024 Equipment Leases has a term of five years , ending in July 2029 , and the other lease has a term of two years, ending
in July 2026 . The Company will retain ownership of all related assets at lease terminations.
A
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 consolidated 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 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.
Rent
expense is recorded on the straight-line basis and in cost of manufacturing in the unaudited condensed consolidated statements of operations.
Rent expense is as follows:
SCHEDULE OF RENT EXPENSE STRAIGHT-LINE BASIS
Lease
2026
2025
For the Three Months Ended June 30,
Lease
2026
2025
Ludlow-144
$ 158,317
$ 154,777
NBV-610
4,563
7,303
Rent expense
4,563
7,303
The
table below shows the future minimum rental payments, exclusive of taxes, insurance and other costs:
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS
Years ending March 31,
Operating
Lease Amount
Financing
Lease Amount
Total
Remainder of 2027
$ 501,723
$ 359,494
$ 861,217
2028
666,207
479,337
1,145,544
2029
440,159
438,045
878,204
2030
—
13,740
13,740
Total future minimum lease payments
1,608,089
1,290,616
2,898,705
Less: interest
( 183,969 )
( 156,273 )
( 340,242 )
Present value of lease payments
$ 1,424,120
$ 1,134,343
$ 2,558,463
The
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 Three Months Ended June 30,
Lease Term and Discount Rate
2026
2025
Remaining lease term (years)
Operating leases
2.4
3.4
Finance leases
2.7
3.6
Discount rate
Operating leases
10.0 %
10.0 %
Finance leases
9.5 %
9.5 %
NOTE
10. PREFERRED STOCK
Series
J convertible preferred stock
On
April 28, 2017, the Company created the Series J Convertible Preferred Stock (“Series J Preferred”) in conjunction with the
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 .
F- 15
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
11. DERIVATIVE FINANCIAL INSTRUMENTS – WARRANTS
The
Company evaluates and accounts for its freestanding instruments in accordance with ASC 815, Accounting for Derivative Instruments
and Hedging Activities .
The
Company issued warrants, with a term of ten years , to affiliates in connection with an exchange agreement dated April 28, 2017. The warrants
are exercisable from the date of issuance, commencing April 28, 2020.
The
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 June 30, 2026 and March 31, 2026.
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. The 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
June 30, 2026
March 31, 2026
Fair value of the Company’s Common Stock
$ 0.3651
$ 0.3601
Volatility
50.90 %
63.96 %
Initial exercise price
$ 0.1521
$ 0.1521
Warrant term (in years)
0.8
1.1
Risk free rate
3.47 %
3.47 %
The
changes in warrants (Level 3 financial instruments) measured at fair value on a recurring basis were as follows for the periods ended
three months ended June 30, 2026 and 2025:
SCHEDULE OF CHANGES IN WARRANTS MEASURED AT FAIR VALUE ON A RECURRING BASIS
Balance at March 31, 2025
$ 25,199,193
Change in fair value of derivative financial instruments - warrants
22,109,537
Balance at June 30, 2025
$ 47,308,730
Balance at March 31, 2026
$
17,343,586
Change
in fair value of derivative financial instruments - warrants
( 94,247
)
Balance
at June 30, 2026
17,249,339
Measured
on a Recurring Basis
The
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:
SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
Fair Value Measurement
Amount
at Fair Value
Level 1
Level 2
Level 3
Balance as of March 31, 2026
$ 17,343,586
$ —
$ —
$ 17,343,586
Change in fair value of derivative financial instruments - warrants
( 94,247 )
—
—
( 94,247 )
Balance as of June 30, 2026
$ 17,249,339
$ —
$ —
$ 17,249,339
Fair Value Measurement
Amount
at Fair Value
Level 1
Level 2
Level 3
Balance as of March 31, 2025
$ 25,199,193
$ —
$ —
$ 25,199,193
Change in fair value of derivative financial instruments - warrants
22,109,537
—
—
22,109,537
Balance as of June 30, 2025
$ 47,308,730
$ —
$ —
$ 47,308,730
F- 16
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
12. STOCK-BASED COMPENSATION
Under
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. On July 1, 2024 the Company restated the 2014 Equity
Incentive Plan to increase the shares reserved under the option plan by 12,730,000 . Under the 2024 Equity Incentive Plan, 80,000,000
options are available for grant. 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.
The
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. The Company
estimates its expected volatility by using a combination of historical share price volatilities of similar companies within the Company’s
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.
A
summary of the activity of Company’s 2024 Equity Incentive plan and prior equity incentive plans for the three months ended June
30, 2026 is as follows:
SCHEDULE OF STOCK OPTION PLAN
Shares
Weighted
Average
Weighted
Average
Remaining
Contractual
Aggregate
Underlying
Exercise
Term
Intrinsic
Options
Price
(in years)
Value
Outstanding at March 31, 2026
6,906,666
$ 0.07
6.8
$ 2,002,996
Granted
—
$ —
—
$ —
Exercised
( 40,000 )
$ 0.10
—
$ —
Expired and Forfeited
—
$ —
—
$ —
Outstanding at June 30, 2026
6,866,666
$ 0.07
6.6
$ 2,026,965
Exercisable at June 30, 2026
5,400,000
$ 0.06
6.4
$ 1,627,492
The
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 June 30, 2026 of $ 0.37 for those awards with strike prices lower than
the quoted price of the Company’s Common Stock as of June 30, 2026. As of June 30, 2026, there was $ 23,183 in unrecognized stock-based
compensation expense that will be recognized over a weighted average 0.27 year period.
NOTE
13. CONCENTRATIONS AND CREDIT RISK
Revenues
Two
customers accounted for approximately 73 % of the Company’s revenues for the three months ended June 30, 2026. These customers
accounted for approximately 60 % and 13 % of revenues, respectively.
Three
customers accounted for approximately 76 % of the Company’s revenues for the three months ended June 30, 2025. These three customers
accounted for approximately 51 %, 15 % and 10 % of revenues, respectively.
F- 17
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Accounts
Receivable
Two
customers accounted for approximately 76 % of the Company’s accounts receivable as of June 30, 2026. These two customers accounted
for approximately 66 % and 10 % of receivables, respectively.
Three
customers accounted for approximately 77 % of the Company’s accounts receivable as of June 30, 2025. These three customers accounted
for approximately 54 %, 12 % and 11 % of accounts receivable, respectively.
Purchasing
Three
suppliers accounted for approximately 78 % of the Company’s purchases of raw materials for the three months ended June 30, 2026.
These three suppliers accounted for approximately 32 %, 31 %, and 14 % of purchasing, respectively.
Three
suppliers accounted for approximately 75 % of the Company’s purchases of raw materials for the three months ended June 30, 2025.
These three suppliers accounted for approximately 31 %, 25 %, and 19 % of purchasing, respectively.
NOTE
14. SEGMENT RESULTS
FASB
ASC 280-10-50 requires use of the “management approach” model for segment reporting. The management approach is based on
the way a company’s management organized segments within the company for making operating decisions and assessing performance.
Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which
management disaggregates a company.
Consolidated
income from operations, which is reported in the accompanying consolidated statements of operations, is the measure of segment profit
or loss that is regularly reviewed by the CODM. This enables the CODM to assess the overall level of available resources and determine
how best to deploy these resources across research and development projects in line with the long-term company-wide strategic goals.
There are no significant segment expenses or other segment items that are separately provided to the CODM beyond research and development
and general and administrative expenses. The CODM does not receive segment level information related to depreciation, amortization, capital
expenditures, or other non-cash items, and therefore such items are excluded. The ANDA segment follows the same accounting policies used
in the preparation of the Company’s consolidated financial statements.
The
following represents selected information for the Company’s reportable segment:
SCHEDULE OF SELECTED INFORMATION FOR REPORTABLE SEGMENTS
2026
2025
For
the Three Months Ended June 30,
2026
2025
Operating Income by Segment
ANDA
$ 11,475,074
$ 25,551,006
Operating income by Segment
$ 11,475,074
$ 25,551,006
F- 18
ELITE
PHARMACEUTICALS, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
table below reconciles the Company’s operating income by segment to income (loss) before income taxes as reported in the Company’s
condensed consolidated statements of operations:
SCHEDULE OF OPERATING INCOME BY SEGMENT TO INCOME FROM OPERATIONS
2026
2025
For
the Three Months Ended June 30,
2026
2025
Operating income by segment
$ 11,475,074
$ 25,551,006
Corporate unallocated costs
( 3,549,556 )
( 3,404,084 )
Depreciation and amortization expense
( 367,761 )
( 394,886 )
Non-cash compensation through issuance of stock options
( 28,476 )
( 52,329 )
Income from operations
7,529,281
21,699,707
Interest income
166,117
4,542
Interest expense and amortization of debt issuance costs
( 73,103 )
( 158,926 )
Change in fair value of derivative instruments
94,247
( 22,109,537 )
Income (loss) before income taxes
$ 7,716,542
$ ( 564,214 )
NOTE
15. RELATED PARTY AGREEMENTS
Mikah
Pharma, LLC Agreements
In
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.
In
June 2021, the Company entered into a development and license agreement with Mikah, pursuant to which Mikah will engage in the research,
development, sales and licensing of generic pharmaceutical products. In addition, Mikah will collaborate to develop and commercialize
generic products including formulation development, analytical method development, manufacturing, sales and marketing of generic products.
Initially two generic products were identified for the parties to develop.
As
of June 30, 2026 and March 31, 2026, the Company owed an aggregate of $ 2,776,060 and $ 2,616,950 , respectively, to Mikah in accordance
with the agreements, with such amount being recorded as an accrued expense on the unaudited condensed consolidated balance sheets.
NOTE
16. INCOME TAXES
The
determination of income tax expense in the accompanying unaudited condensed consolidated statements of income is based on the effective
tax rate for the year, adjusted for the impact of any discrete items which are accounted for in the period in which they occur. The Company’s
income tax expense was $ 1,805,977 and $ 5,320,501 for the three months ended June 30, 2026 and 2025, respectively.
The
Company recorded tax expense of approximately 23.4 % and ( 943.0 )% of income before income tax expense, for the three months ended June
30, 2026 and 2025, respectively. The Company’s effective tax rate is subject to volatility as changes in the fair value adjustments
in the Company’s derivative liabilities significantly impact pre-tax earnings.
NOTE
17. SUBSEQUENT EVENTS
On
August 4, 2026, the Company issued a press release to announce the launch of Elite’s 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 Parkinson’s disease. This product is marketed and sold under the Elite Laboratories,
Inc. label.
F- 19
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.