What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-06-30 compared with 2024-07-01 · 859 added, 1142 removed, 1289 unchanged (61% of the section changed)

21 unchanged sentences

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

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

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

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

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

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

components and;

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

4 unchanged sentences

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

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

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

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

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

(2) provide reasonable assurance that transactions

(ii) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

18 unchanged sentences

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

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

may occur and may not be detected.

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance

of achieving their objectives.

We conduct periodic evaluations of our systems of controls to enhance, where necessary, our control policies

and procedures.

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

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

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

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

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

may not be detected.

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance of achieving

their objectives.

We conduct periodic evaluations of our systems of controls to enhance, where necessary, our control policies and procedures.

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

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

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

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

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

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

over financial reporting.

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

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

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

Based on its evaluation, utilizing those criteria,

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

financial reporting was not effective.

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

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

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

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

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

controls within the COSO framework:

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

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

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

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

functions due to limited personnel and resources.

Based on its evaluation, utilizing those criteria, management has determined that, as of March 31, 2025, because

of the material weaknesses described below, our internal control over financial reporting was not effective.

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

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

As of March 31, 2025, we identified the following control deficiencies that we believe constituted individually, and in the aggregate,

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

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

8 unchanged sentences

the fiscal year ended March 31, 2025, as a result of reviews and assessments of internal controls over financial reporting conducted

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

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

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

the identified material weaknesses.

by the Company’s CFO, the Company identified material weaknesses in internal controls over financial reporting as further detailed

above and began remediation efforts which are detailed below, with such activities expected to result in further changes in internal

control over financial reporting as necessary to remediate the identified material weaknesses.

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

2 unchanged sentences

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

Elite Laboratory label product line.

Elite Label product line.

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

9 unchanged sentences

Director/Officer

Chief Executive Officer and Director

Chairman of the Board of Directors

Commercial Officer

64 unchanged sentences

he is qualified to serve as a director.

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

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

the Exchange Act.

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

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

rules under the Exchange Act.

Since April 2015, Mr.

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

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

From June 2010 to March 2015, Mr.

Whitnell was the

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

From June 2009 to June 2010, Mr.

Whitnell provided

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

From June 2004 to June 2009,

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

Whitnell has provided financial advisory services, primarily to the healthcare

He worked for Southside Master, a specialty pharmacy company from September 2018 to June 2022, where he served as Chief

Financial Officer.

From April 2015 to August 2018, Mr.

Whitnell provided financial advisory services to various Private Equity

portfolio companies, including Lifewatch Services (acquired by BioTelemetry), where he served as Vice President, Finance &

Whitnell was the Chief Financial Officer for ReliefBand Medical Technologies, a medical device company, from June 2010 to March 2015.

2009 to May 2010, Mr.

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

Technologies.

From June 2004 to June 2009, Mr.

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

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

Inc., a specialty pharmaceuticals company.

From 2002 to 2004, Mr.

Whitnell was Vice

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

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

From 1997 to 2001, Mr.

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

Prior to 1997, Mr.

Whitnell held various finance

positions at Akzo Nobel and Motorola.

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

He is a certified public

accountant and holds an M.B.A.

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

in Accounting from the University

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

as a director.

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

Committee since September 2016.

Whitnell held various finance positions with Akzo Nobel and Motorola.

Whitnell began his career as

an auditor with Arthur Andersen & Co.

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

in Finance from the University of

Chicago Booth School of Business and a B.S.

in Accounting from the University of Illinois.

Whitnell’s qualifications as an

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

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

Compensation Committee since September 2016.

He brings more than 40 years of pharmaceutical industry experience to this position.

Caskey is currently

President & CEO of Caskey LLC, which he formed in 2013 to serve as an umbrella to manage his pharmaceutical consulting and other

business interests.

From 1990 to 2013, Davis served as the operating officer of ECR Pharmaceuticals, of which he was a founding member.

HiTech Pharmacal acquired the privately held ECR in 2009 and Mr.

Caskey is currently President & CEO of Caskey LLC, which he formed in 2013 to serve as an umbrella to manage his

pharmaceutical consulting and other business interests.

From 1990 to 2013, Davis served as the operating officer of ECR

Pharmaceuticals (“ECR”), of which he was a founding member.

HiTech Pharmacal acquired the privately held ECR in 2009 and

Caskey continued in his role until retiring in 2013.

was credited with the establishment of the company’s sales and marketing structure, its product distribution format, and the development

and management of the firm’s internal organization.

His responsibilities included the oversight of drug development and regulatory

filings, product acquisitions, and acquisition of other companies.

A primary focus was to conceive and develop, with the assistance of

key strategic partners, unique dosage forms and extended release formulations of products which enhance patient compliance and safety.

Prior to ECR, Mr.

Caskey was credited with the establishment of the

company’s sales and marketing structure, its product distribution format, and the development and management of the

firm’s internal organization.

His responsibilities included the oversight of drug development and regulatory filings, product

acquisitions, and acquisition of other companies.

A primary focus was to conceive and develop, with the assistance of key strategic

partners, unique dosage forms and extended release formulations of products which enhance patient compliance and safety.

Caskey was employed by A.H.

1 unchanged sentence

His experience

brings critical insight into the marketing and distribution of pharmaceutical products in a rapid and ever-changing competitive marketplace,

and this experience led to the conclusion that he is qualified to serve as a director.

Caskey attended the University of Texas (Austin)

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

brings critical insight into the marketing and distribution of pharmaceutical products in a rapid and ever-changing competitive

marketplace, and this experience led to the conclusion that he is qualified to serve as a director.

Caskey attended the

University of Texas (Austin) and Lamar University, and holds bachelor’s and master’s degrees.

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

2 unchanged sentences

Kirkov served as General Manager of Vertice

Pharma, a specialty generics pharmaceutical company, from February 2020 to present.

Pharma, a specialty generics pharmaceutical company, from February 2020 to August 2022.

From April 2008 to February 2020, Mr.

8 unchanged sentences

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

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

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

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

from the University of Durham.

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

Prior to joining the Company, from 2009 to 2013, Mr.

Plassche served as the Managing Director of the New Jersey Solid Oral Dose Operations of Actavis, overseeing 450 employees and the production

of more than 100 products.

Plassche has served as the Company’s Executive Vice President of Operations since August 2013.

Prior to joining the Company,

from 2009 to 2013, Mr.

Plassche was the Senior Director of Manufacturing for PAR Pharmaceuticals, overseeing

Plassche served as the Managing Director of the New Jersey Solid Oral Dose Operations of Actavis, overseeing

450 employees and the production of more than 100 products.

From 2007 to 2009, Mr.

Plassche was the Senior Director of Manufacturing

for PAR Pharmaceuticals, overseeing 200 employees and the production of more than 70 products.

From 1990 – 2007, Mr.

Plassche was employed by Schering-Plough, progressing

steadily through multiple disciplines, locations, and technical operations sectors with increasing levels of responsibility.

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

was employed by Schering-Plough, progressing steadily through multiple disciplines, locations, and technical operations sectors with

increasing levels of responsibility.

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

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

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

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

In between Mr.

13 unchanged sentences

Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating Committee.

members of the Audit Committee are Jeffrey Whitnell (Chairman of the Audit Committee), Dr.

Barry Dash, Davis Caskey and Nasrat Hakim.

members of the Audit Committee are Mr.

Jeffrey Whitnell (Chairman of the Audit Committee), Dr.

Barry Dash, Mr.

Davis Caskey and Mr.

Nasrat Hakim.

The Board of Directors has determined that Messrs.

Whitnell, Dash, and Caskey are independent and Mr.

Whitnell is qualified as an audit

committee financial expert.

Whitnell, Caskey and Dr.

Dash are independent and Mr.

qualified as an audit committee financial expert.

The Board of Directors has determined that Messrs.

Whitnell, Dash and Caskey are independent directors as

(i) defined in Rule 10A-3(b)(1)(ii) under the Exchange Act and (ii) under Sections 803A(2) and 803B(2)(a) of the NYSE American LLC Company

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

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

Barry Dash, and Davis Caskey.

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

of our last Annual Report on Form 10-K.

Whitnell, Caskey and Dr.

are independent directors as (i) defined in Rule 10A-3(b)(1)(ii) under the Exchange Act and (ii) under Sections 803A(2) and

803B(2)(a) of the NYSE American LLC Company Guide (although our securities are not listed on the NYSE American LLC or any other

national exchange).

members of the Nominating Committee are Mr.

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

Barry Dash, and Mr.

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

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

members of the Compensation Committee are Dr.

15 unchanged sentences

Investor Relations.

trading policy

Company has adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of its securities

by directors, officers and employees of the Company, that are reasonably designed to promote compliance with insider trading

laws, rules and regulations and any listing standards applicable to the Company.

Such policies are described in our Code of Business Conduct and Ethics filed as Exhibit 14.1 to this Annual Report

on Form 10-K.

EXECUTIVE COMPENSATION

1 unchanged sentence

Company formed the Compensation Committee in June 2007.

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

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

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

However, the Compensation Committee’s decisions concerning

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

Since the formation of the Compensation Committee all elements of the

executives’ compensation are determined by the Compensation Committee, which currently is comprised of three independent

non-employee directors, and one director who is also the Company’s Chief Executive Officer.

However, the Compensation

Committee’s decisions concerning the compensation of the Company’s Chief Executive Officer and equity awards are subject

to ratification by the full Board of Directors.

The members of the Compensation Committee are Dr.

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

and Nasrat Hakim.

The Compensation Committee operates pursuant to a charter.

Under the Compensation Committee charter, the Compensation

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

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

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

Barry Dash (Chairman of the

Compensation Committee), and Messrs, Jeffrey Whitnell, Davis Caskey and Nasrat Hakim.

The Compensation Committee operates pursuant

to a charter.

Under the Compensation Committee charter, the Compensation Committee has authority to retain compensation consultants,

outside counsel, and other advisors that the committee deems appropriate, in its sole discretion, to assist it in discharging its

duties, and to approve the terms of retention and fees to be paid to such consultants.

During the fiscal year ended March 31, 2025,

the Compensation Committee did not engage any advisors.

Executive Officers

1 unchanged sentence

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

Plassche, Executive Vice President for the full year

Ward, Chief Financial Officer since September 5, 2023

Plassche, Executive Vice President for the full year and;

Ward, Chief Financial Officer for the full year.

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

21 unchanged sentences

in the marketplace.

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

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

paid in cash and in equity for each Named Executive Officer during the fiscal year ended March 31, 2025.

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

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

In addition, as described in the section

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

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

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

Ward assumed his position as Chief Financial Officer on September

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

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

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

For the fiscal year ended March

31, 2025, Mr.

Plassche received a discretionary cash bonus of $173,284 and Mr.

received a discretionary cash bonus of $137,500.

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

During the fiscal year ended

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

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

at a price of $0.0898 per share.

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

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

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

All options granted include

vesting periods consisting of one-third of total options granted vesting on each of the first, second and third anniversaries of the

grant date, with current employment being a requisite for all vesting.

Options granted expire the earlier of ten years from the

grant date or 90 days subsequent to the employee’s last date of employment.

There were no stock options issued to our Named

Executive Officers during the fiscal year ended March 31, 2025.

we do not have a formal policy regarding the timing of awards of stock options, stock appreciation rights (“SARs”) and/or

similar option-like instruments grants to our Named Executive Officers, we do not make these awards or any other form of equity compensation

in anticipation of the release of material, non-public information.

Similarly, we do not time the release of material, non-public information

based on stock option, SARs or other equity award grant dates for the purpose of affecting the value of any Named Executive Officer award.

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

15 unchanged sentences

with Named Executive Officers

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

as of April 1, 2023, Mr.

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

to his August 1, 2013 employment agreement, as amended on January 12, 2016 and September 13, 2023 (the “Hakim Employment

Agreement”), as of April 1, 2023, Mr.

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

Company’s payroll practices.

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

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

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

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

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

standard restrictive covenants.

Hakim is entitled to

employee benefits (e.g., health, vacation, employee benefit plans and programs) consistent with other Company employees of his

seniority, a car allowance of $1,500 and housing allowance of $5,000 per month, respectively.

The Hakim Employment Agreement

contains confidentiality, non-competition and other standard restrictive covenants.

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

The Hakim Employment

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

Agreement) or without cause.

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

days prior to the effective resignation date.

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

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

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

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

payable in a lump sum.

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

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

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

of a release.

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

Employment Agreement) or without cause.

The Hakim Employment Agreement shall also automatically terminate upon Mr.

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

effective resignation date.

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

reimbursement of any reasonable and necessary business expenses, all through the date of termination (“Basic Termination

Hakim is terminated because of disability or death, in addition to Basic Termination Benefits, he is

entitled to a pro rata discretionary bonus, if any, as awarded by the Board in its sole discretion, from the beginning of the

calendar year of termination through the date of termination, payable in a lump sum.

In addition, in the event of the termination of

Hakim’s employment due to his disability, he will be entitled to a lump sum payment within 60 days of the termination date

equal to one year of his base salary, subject to his execution of a release.

If the Company terminates Mr.

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

Hakim is entitled to

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

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

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

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

with applicable restrictive covenants.

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

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

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

Hakim without cause, in

addition to Basic Termination Benefits, Mr.

Hakim is entitled to his pro rata discretionary bonus, if any, as awarded by the Board

in its sole discretion, from the beginning of the calendar year of termination through the date of termination and an amount equal

to two years’ annual base salary, all payable in a lump sum within 60 days of the termination date, and 12 months of partial

health benefits continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), at

active employee rates, subject to his election of COBRA coverage, execution of a release and continued compliance with

applicable restrictive covenants.

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

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

effect upon the date of termination, less applicable deductions, and withholdings, in a lump sum within 60 days, and two years of

health care continuation benefits.

In addition, all outstanding unvested equity held by Mr.

23 unchanged sentences

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

The Common Stock component of Mr.

The stock award component of Mr.

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

7 unchanged sentences

The options were issued pursuant to

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

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

the 2004 Employee Stock Option Plan and expired, unexercised, ten years from the date of issuance in July of 2023.

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

3 unchanged sentences

Plassche is entitled

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

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

his tenure, Mr.

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

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

March 1, 2025, Mr.

12 unchanged sentences

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

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

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

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

17 unchanged sentences

Ward’s employment with the Company and prohibiting him

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

from disclosing confidential information regarding the Company at any time.

Payments Upon Termination or Change of Control

2 unchanged sentences

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

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

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

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

We do not presently

provide the Named Executive Officers with any plan or arrangement, other than those that may be contained in the employment contracts

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

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

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

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

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

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

3 unchanged sentences

Compensation Table

and Principal Position

Hakim, President,

Executive Officer and Chairman of the Board of Directors

Vice President

Financial Officer 8

Name and Principal Position

Option Awards

All Other Compensation ($)

Nasrat Hakim,

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

Douglas Plassche,

Executive Vice President

Chief Financial Officer 6

salary earned by Mr.

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

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

Salaries earned

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

No shares were issued

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

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

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

On March 29, 2024,

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

bonus earned by Mr.

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

payroll practices.

Hakim pursuant to the Hakim Employment Agreement for the fiscal years ended March 31, 2025 and 2024 and paid

in accordance with the Company’s payroll practices.

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

salaries earned by Mr.

salary earned by Mr.

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

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

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

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

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

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

annual auto allowances.

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

salaries earned by Mr.

salary earned by Mr.

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

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

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

excluding the effect of estimated forfeitures.

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

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

discretionary cash bonuses earned pursuant to the Ward Employment Agreement and paid in accordance with the Company’s payroll

options to purchase 3,000,000 shares of Common Stock at a price of $0.0898 per share with the grant date fair value of such option

awards being determined using the Black Scholes option-pricing model with assumptions of such valuation being detailed in Note 12 of the financial statements of this Annual Report on

Equity Awards as of March 31, 2025

15 unchanged sentences

Jeffrey Whitnell

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

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

No directors held unexercised or unvested stock or option awards as of March 31, 2025.

3 unchanged sentences

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

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

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

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

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

(exclusive of 0.1 million treasury shares).

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

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

following table sets forth certain information, as of June 30, 2025 (except as otherwise indicated), regarding beneficial ownership of

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

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

As of June 30, 2025 we had 1,068,363,108

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

On any matter presented to the holders of our Common Stock

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

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

4 unchanged sentences

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

Address of Beneficial Owner of Common Stock

Nasrat Hakim, President, Chief

Executive Officer and Chairman of the Board of Directors*

300,581,058 (1)

Name and Address of Beneficial Owner of Common Stock

Percent (%) of

Voting Securities

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

Barry Dash, Director*

3,235,555 (2)

Jeffrey Whitnell, Director*

3,187,020 (3)

Davis Caskey, Director*

2,049,436 (4)

Douglas Plassche, Executive Vice President *

3,633,932 (5)

Carter Ward, Chief Financial Officer

4,990,445 (6)

All Directors and Officers

317,677,446 (7)

All Directors and Officers as a group

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

6 unchanged sentences

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

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

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

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

within the next 60 days.

shares of Common Stock issuable upon cash exercise of vested options to purchase 5,000,000 shares of Common Stock and excludes 2,500,000

shares issuable upon exercise of options not vested or not exercisable within the next 60 days.

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

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

exercisable within the next 60 days.

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

1,000,000 shares of Common Stock and excludes 2,000,000 shares issuable upon exercise of options not vested or not exercisable within

the next 60 days.

only to current directors and officers.

9 unchanged sentences

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

Mikah was founded in 2009 by Nasrat Hakim.

Mikah was founded in 2009 by Nasrat Hakim, the Company’s President, Chief Executive Officer and Chairman of the Board of Directors.

related person transactions are reviewed and, as appropriate, may be approved or ratified by the Board of Directors.

11 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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

Tunick & Company LLP (“ Buchbinder ”).

Company’s independent registered public accounting firm for the fiscal years ending March 31, 2025 and March 31, 2024 is Forvis

Mazars LLP (“ Forvis Mazars ”).

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

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

financial statements and interim reviews of our quarterly financial statements.

Audit Fees - Buchbinder Tunick & Company LLP

predecessor), for the fiscal years ended March 31, 2025 and March 31, 2024 for the audits of our financial statements and interim reviews

of our quarterly financial statements.

Audit Fees - Mazars USA LLP

Audit Fees - Forvis Mazars, LLP

Audit-Related Fees

fees for professional services provided for the audit of our annual financial statements, services that are performed to comply with

12 unchanged sentences

EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

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

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

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

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

Financial Statements.

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

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

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

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

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

of Incorporation of Elite-Nevada, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on

January 9, 2012.

of Designations of the Series G Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on April

18, 2013, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, dated April 18, 2013 and filed with the SEC

on April 22, 2013.

of Designation of the Series H Junior Participating Preferred Stock, incorporated by reference to Exhibit 2 (contained in Exhibit

1) to the Registration Statement on Form 8-A filed with the SEC on November 15, 2013.

Articles of Incorporation of Elite-Nevada, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 9, 2012.

Certificate of Designations of the Series G Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on April 18, 2013, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, dated April 18, 2013 and filed with the SEC on April 22, 2013.

Certificate of Designation of the Series H Junior Participating Preferred Stock, incorporated by reference to Exhibit 2 (contained in Exhibit 1) to the Registration Statement on Form 8-A filed with the SEC on November 15, 2013.

Certificate of Designations of the Series I Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on February 6, 2014, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, dated February 6, 2014 and filed with the SEC on February 7, 2014.

of Designations of the Series J Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on May 3,

2017, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, dated April 28, 2017 and filed with the SEC on

April 28, 2017.

of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, dated June

29, 2020 and filed with the SEC on June 29, 2020.

and Restated By-Laws of the Company, incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K dated April 23, 2020

and filed with the SEC on April 23, 2020.

of specimen certificate for Series G Convertible Preferred Stock of the Company, incorporated by reference to Exhibit 4.2 to the

Current Report on Form 8-K, dated April 18, 2013 and filed with the SEC on April 22, 2013.

of specimen certificate for Series I Convertible Preferred Stock of the Company, incorporated by reference to Exhibit 4.2 to the

Current Report on Form 8-K, dated February 6, 2014 and filed with the SEC on February 7, 2014.

Agreement, dated as of November 15, 2013, between the Company and American Stock Transfer & Trust Company, LLC., incorporated

by reference to Exhibit 1 to the Registration Statement on Form 8-A filed with the SEC on November 15, 2013.

of Series H Preferred Stock Certificate, incorporated by reference to Exhibit 1 to the Registration Statement on Form 8-A filed with

the SEC on November 15, 2013.

to purchase shares of Common Stock issued to Nasrat Hakim dated April 28, 2017 incorporated by reference to Exhibit 4.1 to the Current

Report on Form 8-K, dated April 28, 2017, and filed with the SEC on April 28, 2017.

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

Certificate of Designations of the Series J Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on May 3, 2017, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, dated April 28, 2017 and filed with the SEC on April 28, 2017.

Certificate of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, dated June 29, 2020 and filed with the SEC on June 29, 2020.

Amended and Restated By-Laws of the Company, incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K dated April 23, 2020 and filed with the SEC on April 23, 2020.

Form of specimen certificate for Series G Convertible Preferred Stock of the Company, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, dated April 18, 2013 and filed with the SEC on April 22, 2013.

Form of specimen certificate for Series I Convertible Preferred Stock of the Company, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, dated February 6, 2014 and filed with the SEC on February 7, 2014.

Rights Agreement, dated as of November 15, 2013, between the Company and American Stock Transfer & Trust Company, LLC., incorporated by reference to Exhibit 1 to the Registration Statement on Form 8-A filed with the SEC on November 15, 2013.

Form of Series H Preferred Stock Certificate, incorporated by reference to Exhibit 1 to the Registration Statement on Form 8-A filed with the SEC on November 15, 2013.

Warrant to purchase shares of Common Stock issued to Nasrat Hakim dated April 28, 2017 incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, dated April 28, 2017, and filed with the SEC on April 28, 2017.

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

Elite Pharmaceuticals, Inc.

Restated 2014 Equity Incentive Plan.

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

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

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

incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, dated August 31, 2005 and filed with the SEC on September

A Note in the aggregate principal amount of $3,660,000.00 payable to the order of the NJEDA, incorporated by reference to Exhibit

10.2 to the Current Report on Form 8-K, dated August 31, 2005 and filed with the SEC on September 6, 2005.

1, 2013 Secured Convertible Note from the Company to Mikah Pharma LLC., incorporated by reference to Exhibit 10.2 to the Current

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

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

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

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

ended September 30, 2013.

2, 2013 Manufacturing and Licensing Agreement with Epic Pharma LLC, incorporated by reference to Exhibit 10.17 to the Amended Quarterly

Report on Form 10-Q/A for the period ended September 30, 2013 and filed with the SEC on April 25, 2014.

Confidential Treatment granted

with respect to portions of the Agreement.

7, 2014 Amendment to Secured Convertible Note from the Company to Mikah, incorporated by reference to Exhibit 10.1 to the Current

Report on Form 8-K, dated February 7, 2014 and filed with the SEC on February 7, 2014.

Agreement with Dr.

Kenneth Smith, dated October 20, 2014, incorporated by reference to Exhibit 10.82 to the Quarterly Report on

Form 10-Q for the period ended September 30, 2014 and filed with the SEC on November 14, 2014.

28, 2015 First Amendment to the Loan Agreement between Nasrat Hakim and Elite Pharmaceuticals dated October 15, 2013, incorporated

by reference to Exhibit 10.83 to the Quarterly Report on Form 10-Q for the period ended December 31, 2014 and filed with the SEC

on February 17, 2015.

28, 2015 Termination of Development and License Agreement for Mikah-001 between Elite Pharmaceuticals, Inc.

and Mikah Pharma LLC

and Transfer of Payment, incorporated by reference to Exhibit 10.84 to the Quarterly Report on Form 10-Q for the period ended December

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

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

1 to the Annual Report

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

(Confidential Treatment granted with

respect to portions of the Agreement).

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

on January 29, 2016.

24, 2016 Master Development and License Agreement between Elite and SunGen Pharma LLC.

incorporated by reference to Exhibit 10.44

to the Quarterly Report on Form 10-Q for the period ended September 30, 2016 and filed with the SEC on November 9, 2016.

(Confidential

Treatment granted with respect to portions of the Agreement).

Agreement between the Company and Lincoln Park Capital LLC dated May 1, 2017, incorporated by reference to Exhibit 10.1 to the Current

Report on Form 8-K, dated May 2, 2017 and filed with the SEC on May 2, 2017.

Rights Agreement between the Company and Lincoln Park Capital LLC dated May 1, 2017, incorporated by reference to Exhibit 10.2 to

the Current Report on Form 8-K, dated May 2, 2017 and filed with the SEC on May 2, 2017.

28, 2017 Exchange Agreement between the Company and Nasrat Hakim, incorporated by reference to Exhibit 10.1 to the Current Report

on Form 8-K, dated April 28, 2017 and filed with the SEC on April 28.

2017 Trimipramine Acquisition Agreement from Mikah Pharma, incorporated by reference to Exhibit 10.50 to the Annual Report on Form

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

2017 Secured Promissory Note from the Company to Mikah Pharma, incorporated by reference to Exhibit 10.51 to the Annual Report on

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

2017 Security Agreement between the Company to Mikah Pharma, incorporated by reference to Exhibit 10.52 to the Annual Report on Form

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

2017 Assignment of Supply and Distribution Agreement between Dr.

Reddy’s Laboratories and Mikah Pharma, incorporated by reference

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

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

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

and Distribution Agreement between Dr.

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

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

(Confidential Treatment

granted with respect to portions of the Agreement).

Manufacturing

and Supply Agreement between Epic and Mikah Pharma, incorporated by reference to Exhibit 10.56 to the Annual Report on Form 10-K,

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

(Confidential Treatment granted with respect to portions

of the Agreement).

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

And SunGen dated July 6, 2017, incorporated by

reference to Exhibit 10.57 to the Quarterly Report on Form 10-Q for the period ended June 30, 2017 and filed with the SEC on August

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

Amendment to Master Development And License Agreement For Products Between Elite Pharmaceuticals, Inc.

and SunGen Pharma, LLC, incorporated

by reference to Exhibit 10.59 to the Quarterly Report on Form 10-Q for the period ended June 30, 2017 and filed with the SEC on August

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

Amendment to Master Development And License Agreement For Products Between Elite Pharmaceuticals, Inc.

and SunGen Pharma, LLC, incorporated

by reference to Exhibit 10.58 to the Quarterly Report on Form 10-Q for the period ended June 30, 2017 and filed with the SEC on August

Restated 2014 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K, filed with the SEC on July 1, 2024.

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

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

Loan Agreement, dated as of August 15, 2005, between New Jersey Economic Development Authority (“NJEDA”) and the Company, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, dated August 31, 2005 and filed with the SEC on September 6, 2005.

Series A Note in the aggregate principal amount of $3,660,000.00 payable to the order of the NJEDA, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, dated August 31, 2005 and filed with the SEC on September 6, 2005.

Amendment No.

1 to Hakim Employment Agreement, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 29, 2016.

August 24, 2016 Master Development and License Agreement between Elite and SunGen Pharma LLC.

incorporated by reference to Exhibit 10.44 to the Quarterly Report on Form 10-Q for the period ended September 30, 2016 and filed with the SEC on November 9, 2016.

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

22, 2018 License, Manufacturing and Supply Agreement with Glenmark Pharmaceuticals Inc.

USA, incorporated by reference to Exhibit

10.60 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2018 and filed with the SEC on June 14, 2018.

(Confidential

treatment granted with respect to portions of the Agreement).

1, 2018 Amendment to the Glenmark Pharmaceuticals Inc.

USA License, Supply and Distribution Agreement, incorporated by reference

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

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

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

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

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

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

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

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

2, 2020 Amendment to the Glenmark Pharmaceuticals Inc.

USA License, Supply and Distribution Agreement, incorporated by reference

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

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

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

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

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

on June 14, 2021.

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

and Mikah Pharma LLC, effective as of June 10,

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

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

and Distribution Agreement by and between Elite Pharmaceuticals, Inc.

Registration Rights Agreement between the Company and Lincoln Park Capital LLC dated May 1, 2017, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, dated May 2, 2017 and filed with the SEC on May 2, 2017.

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

And SunGen dated July 6, 2017, incorporated by reference to Exhibit 10.57 to the Quarterly Report on Form 10-Q for the period ended June 30, 2017 and filed with the SEC on August 9, 2017.

(Confidential Treatment granted with respect to portions thereof).

First Amendment to Master Development And License Agreement For Products Between Elite Pharmaceuticals, Inc.

and SunGen Pharma, LLC, incorporated by reference to Exhibit 10.59 to the Quarterly Report on Form 10-Q for the period ended June 30, 2017 and filed with the SEC on August 9, 2017.

(Confidential Treatment granted with respect to portions thereof).

Second Amendment to Master Development And License Agreement For Products Between Elite Pharmaceuticals, Inc.

and SunGen Pharma, LLC, incorporated by reference to Exhibit 10.58 to the Quarterly Report on Form 10-Q for the period ended June 30, 2017 and filed with the SEC on August 9, 2017.

(Confidential Treatment granted with respect to portions thereof).

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

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

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

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

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

and Dexcel Ltd.

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

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

SEC on June 29, 2022.

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

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

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

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

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

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

and Elite Laboratories, Inc.,

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

the SEC on August 15, 2022.

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

and Kirko Kirkov, incorporated by reference to Exhibit 10.1

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

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

and Mark Pellegrino, incorporated by reference to Exhibit 10.1

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

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

and Carter Ward, incorporated by reference to Exhibit 10.1

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

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

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

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

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

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

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

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

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

and Mark Pellegrino, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 3, 2023

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

and Carter Ward, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 7, 2023.

Elite Pharmaceuticals, Inc.

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

on March 28, 2024.

2024 Equity Incentive Plan, incorporated by reference to Exhibit 99.1 to the Form S-8 filed with the SEC on March 28, 2024.

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

incorporated by reference to Exhibit 10.59 to the Annual Report on Form 10-K, filed with the SEC on July 1, 2024

Amendment to Hakim Employment Agreement, dated September 13, 2023.

License Agreement, dated as of September 10, 2010, by and among Precision Dose Inc.

and the Company, incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed with the SEC on November 15, 2010 (Confidential Treatment granted with respect to portions thereof).

Code of Business Conduct and Ethics of Elite Pharmaceuticals, Inc.

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

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

filed with the SEC on June 21, 2019.

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

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

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

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

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

Certification of Chief Executive Officer pursuant to 18 U.S.C.

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

Certification of Chief Financial Officer pursuant to 18 U.S.C.

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

Instance Document

5 unchanged sentences

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

Filed herewith.

Furnished herewith.

FORM 10-K SUMMARY

2 unchanged sentences

PHARMACEUTICALS, INC.

Executive Officer, President and Chairman of the

Executive Officer, President and Chairman of the Board of Directors

Executive Officer)

12 unchanged sentences

THE YEARS ENDED MARCH 31, 2025 AND 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ( Forvis

Mazars, LLP , Iselin, NJ # 686 )

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ( Forvis Mazars, LLP , Iselin, NJ # 686 )

CONSOLIDATED BALANCE SHEETS

7 unchanged sentences

on the Consolidated Financial Statements

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

(the “Company”) as of March 31, 2024,

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

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

In our opinion, the consolidated financial statements referred

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

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

have audited the accompanying consolidated balance sheets

of Elite Pharmaceuticals, Inc.

(the “Company”) as of March 31, 2025 and 2024, the related consolidated statements of income,

stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2025, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the consolidated financial statements referred to above present

fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations

and its cash flows for each of the years in the two-year period ended March 31, 2025, in conformity with accounting principles generally

accepted in the United States of America.

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

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

financial statements based on our audit.

financial statements based on our audits.

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

2 unchanged sentences

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

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

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

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

1 unchanged sentence

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

As part of our audit,

As part of our audits,

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

1 unchanged sentence

Accordingly, we express no such opinion.

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

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

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

1 unchanged sentence

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audit

We believe that our audits

provide a reasonable basis for our opinion.

7 unchanged sentences

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

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

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

Manufacturing fees include the

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

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

Revenues earned from

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

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

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

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

organizations, and pharmacies.

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

pays for a product.

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

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

identified the chargeback liability as a critical audit matter.

Our principal considerations for this determination is the level of subjectivity

of certain assumptions required to estimate these amounts.

In particular, the accrual for chargebacks includes estimates for outstanding

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

inventory is sold to the end-customer.

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

the results of those procedures.

described in Note 1 to the financial statements, the Company recognizes revenue from the sale of generic pharmaceutical products under

the Elite label at their net realizable value, which includes reductions for variable consideration such as chargebacks.

represents the difference between the price the wholesaler pays and the price that the wholesaler’s end-customer pays for a product.

The Company provides for chargebacks to wholesalers for sales to various end-customers, including hospitals, group purchasing organizations,

and pharmacies.

The Company’s estimate for chargebacks is developed based on management’s assumptions regarding anticipated

product returns, other rebates, and historical information.

identified the chargeback reserve as a critical audit matter due to the subjectivity involved in management’s assumptions used

to estimate the reserve, including the reliance on historical chargeback data and the variability in the wholesaler’s end-customer

pricing arrangements.

These factors required a high degree of auditor judgment in evaluating the reasonableness of the estimate.

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

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

including management methods and assumptions used in the calculation;

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

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

practices, where applicable;

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

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

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

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

of the independent expectation for chargeback liability estimate;

the completeness and accuracy of reports obtained from management;

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

● Obtaining an understanding of management’s process for developing the chargeback reserve, including

the methods and assumptions used;

● Testing the completeness and accuracy of the underlying data used in the estimate, including historical

chargeback activity and customer arrangements;

● Developing an independent expectation of the chargeback reserve using relevant historical chargeback data

to assess the reasonableness of management’s estimate

● Assessed the relevance and reliability of the data from external sources utilized in determination of the independent expectation

of the chargeback reserve.

Forvis Mazars, LLP

have served as the Company’s auditor since 2024.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Elite Pharmaceuticals, Inc., and Subsidiary

on the Financial Statements

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

and Subsidiary (the “Company”) as

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

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

In our opinion,

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

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

principles generally accepted in the United States of America.

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

Our responsibility is to express an opinion

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

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

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

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

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

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

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

As part of our audit,

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

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

Accordingly, we express no such opinion.

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

fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used

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

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

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

or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial

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

The communication of the critical audit matter

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

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

Assets — Refer to Note 1 to the consolidated financial statements

Audit Matter Description

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

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

350, Intangibles, Goodwill and Other, and whenever events or circumstances change that indicate impairment may have occurred.

performs a qualitative assessment of each intangible asset prior to performing a quantitative impairment test.

Qualitative factors management

considers include, the current revenue, cost factors of raw material and labor, current cash flows, legal and regulatory factors and

industry and market considerations.

If the qualitative assessment indicates the fair value is more likely than not less than the carrying

value a quantitative test is performed.

Management performed a quantitative test on certain intangible assets using a discounted cash

flow methodology.

The methods used to estimate the fair value of intangible assets involve significant assumptions.

The significant assumptions

applied by management in estimating the fair value of intangible assets included income projections and discount rates.

Due to the significant

estimates and assumptions management is required to make, we identified the fair value of intangible assets as a critical audit matter.

Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment

and an increased extent of effort.

We Addressed the Matter in Our Audit

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

obtained an understanding and evaluated the design and implementation of controls over the intangible valuation process.

This included

management’s review over the assessment of the methodology, significant inputs and assumptions included in the fair value estimate,

as well as management’s review around the completeness, accuracy and reasonableness of the data used in this estimate.

audit procedures assessed whether the valuation methodology used was appropriate and tested the mathematical accuracy of the valuation

evaluated whether the assumptions used were reasonable by considering the historical revenue, current customer contracts, gross profit

percentage and cost of debt discount rates, and whether such assumptions were consistent with evidence obtained in other areas of the

Buchbinder Tunick & Company LLP

Tunick & Company LLP

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

Little Falls, New Jersey 07424

June 30, 2025

PHARMACEUTICALS, INC.

1 unchanged sentence

BALANCE SHEETS

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

expenses and other current assets

March 31, 2025

March 31, 2024

Current assets:

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

lease - right-of-use asset

income tax asset

cash - debt service for NJEDA bonds

AND SHAREHOLDERS’ EQUITY

Current liabilities:

revenue, current portion

payable, current portion, net of bond issuance costs

payable, current portion

party loans payable (Note 7)

obligation - finance lease, current portion

obligation - operating lease, current portion

Accounts receivable, net of allowance for expected credit losses of $ 387,533 and $ 236,275 respectively

Prepaid expenses and other current assets

Total current assets

Property and equipment, net of accumulated depreciation of $ 17,028,700 and $ 15,906,853 respectively

Intangible assets

Finance lease - right-of-use asset

Operating lease - right-of-use asset

Deferred income tax asset

Other assets:

Restricted cash - debt service for NJEDA bonds

Security deposits

Total other assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Long-term liabilities:

revenue, net of current portion

payable, net of current portion and bond issuance costs

payable, net of current portion and loan costs

obligation - finance lease, net of current portion

obligation - operating lease, net of current portion

financial instruments - warrants

Accounts payable

Accrued expenses

Deferred revenue, current portion

Bonds payable, current portion, net of bond issuance costs

Loans payable, current portion

Related party loans payable (Note 7)

Lease obligation - finance lease, current portion

Lease obligation - operating lease, current portion

Total current liabilities

Long-term liabilities:

Deferred revenue, net of current portion

Bonds payable, net of current portion and bond issuance costs

Loans payable, net of current portion and loan costs

Lease obligation - finance lease, net of current portion

Lease obligation - operating lease, net of current portion

Derivative financial instruments - warrants

Total long-term liabilities

Total liabilities

Commitments and Contingencies (Note 8)

Shareholders’ equity:

6 unchanged sentences

Treasury stock;

100,000 shares

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

100,000 shares as of both March 31, 2025 and March 31, 2024, at cost

Accumulated deficit

( 120,703,926 )

( 116,389,267 )

shareholders’ equity

liabilities and shareholders’ equity

Total shareholders’ equity

Total liabilities and shareholders’ equity

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

2 unchanged sentences

STATEMENTS OF OPERATIONS

the Years Ended March 31,

Manufacturing

of manufacturing

Operating expenses:

and development

and administrative

of intangible assets

compensation through issuance of stock options

and amortization

For the Years Ended March 31,

Manufacturing fees

Licensing fees

Total revenue

Cost of manufacturing

Operating expenses:

Research and development

General and administrative

Non-cash compensation through issuance of stock options

Impairment of intangible assets

Depreciation and amortization

Total operating expenses

Income from operations

Other (expense) income:

in fair value of derivative financial instruments - warrants

Change in fair value of derivative financial instruments - warrants

( 18,901,185 )

in fair value of stock-based liabilities

( 5,776,297 )

expense and amortization of debt issuance costs

Change in fair value of stock-based liabilities

( 5,743,468 )

settlement agreements

(expense) income, net

Interest expense and amortization of debt issuance costs

Gain from settlement agreements

Interest income

Other expense, net

( 19,652,608 )

Income before income taxes

Income tax benefit (expense)

Basic net income per share

attributable to common shareholders

Diluted net income per share

attributable to common shareholders

Basic weighted average Common

Stock outstanding

( 10,325,677 )

(Loss) income before income taxes

Income tax (expense) benefit

( 4,262,519 )

Diluted weighted average Common

Stock outstanding

Net (loss) income

$ ( 4,314,659 )

Basic net (loss) income per share

Diluted net (loss) income per share

Basic weighted average common stock outstanding

1,068,290,368

1,015,443,363

Diluted weighted average common stock outstanding

1,068,290,368

1,023,225,623

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

2 unchanged sentences

STATEMENTS OF SHAREHOLDERS' EQUITY

J Preferred Stock

Series J Preferred Stock

Additional Paid-In

Treasury Stock

Total Shareholders’

as of March 31, 2022

Balance as of March 31, 2023

1,014,015,081

2 unchanged sentences

$ ( 136,497,898 )

Non-cash compensation through

the issuance of employee stock options

Shares issued in payment of

issued in payment of consultants

as of March 31, 2023

Non-cash compensation through the issuance of employee stock options

Shares issued in payment of salaries

Shares issued in payment of consultants

Balance as of March 31, 2024

1,068,373,108

6 unchanged sentences

$ ( 116,389,267 )

Non-cash compensation through

the issuance of employee stock options

Shares issued in payment of

issued in payment of consultants

as of March 31, 2024

( 4,314,659 )

Net income (loss)

( 4,314,659 )

Non-cash compensation through the issuance of employee stock options

Shares issued pursuant to exercise of employee stock options

Balance as of March 31, 2025

1,068,463,108

2 unchanged sentences

$ ( 120,703,926 )

1,068,463,108

$ 173,457,329

$ ( 306,841 )

$ ( 120,703,926 )

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

2 unchanged sentences

STATEMENTS OF CASH FLOWS

the Years Ended March 31,

FROM OPERATING ACTIVITIES:

Adjustments to reconcile net

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

and amortization

For the Years Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

$ ( 4,314,659 )

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

Depreciation and amortization

Provision for losses on accounts receivable

of operating leases - right-of-use assets

of intangible assets

compensation accrued

in fair value of derivative financial instruments - warrants

income tax asset

Impairment of intangible assets

Amortization of operating leases - right-of-use assets

Amortization of finance leases - right-of-use assets

Amortization of debt discount - bonds offering costs

Loss on asset disposal

Non-cash compensation accrued

Change in fair value of derivative financial instruments - warrants

Change in fair value of stock-based liabilities

( 5,743,468 )

in fair value of stock-based liabilities

Deferred tax expense (benefit)

( 19,989,074 )

settlement of Common Stock to consultant

Gain on settlement of Common Stock to consultant

( 1,761,792 )

compensation through the issuance of employee stock options

rent expense and lease accretion

in operating assets and liabilities:

Non-cash compensation through the issuance of employee stock options

Change in operating assets and liabilities:

Accounts receivable

( 9,904,985 )

1 unchanged sentence

( 3,309,912 )

expenses and other current assets

payable, accrued expenses and other current liabilities

expense of finance lease liability

obligations - operating leases

cash (used in) provided by operating activities

( 3,379,748 )

FROM INVESTING ACTIVITIES:

of property and equipment

Prepaid expenses and other current assets

Security deposits

Accounts payable

Accrued expenses

( 1,506,520 )

cash used in investing activities

Deferred revenue

Lease obligations - operating leases

Interest expense on finance lease liability

Net cash provided by (used in) operating activities

( 3,235,115 )

FROM FINANCING ACTIVITIES:

of bond principal

from related party loans payable

of loans and mortgage payable

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

( 1,625,082 )

from loans payable

on principal on finance lease obligations

of finance leases - right-of-use assets

cash provided by financing activities

Net change in cash and restricted

and restricted cash, beginning of period

and restricted cash, end of period

disclosure of cash and non-cash transactions:

for income taxes

issued in satisfaction of accrued directors salaries and consultant fees

of right of use asset and lease liabilities entered into

Reconciliation

of cash and restricted cash

cash - debt service for NJEDA bonds

cash and restricted cash shown in statement of cash flows

Purchase of intangible assets

Proceeds from disposition of property and equipment

Net cash used in investing activities

( 2,399,832 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Payment of bond principal

Proceeds from related party loans payable

Payments on principal on finance lease obligations

Proceeds from exercise of stock options

Loan payments

Net cash (used in) provided by financing activities

Net change in cash and restricted cash

Cash and restricted cash, beginning of period

Cash and restricted cash, end of period

Supplemental disclosure of cash and non-cash transactions:

Cash paid for interest

Cash paid for income taxes

Finance directors and officers insurance premium

Stock issued in satisfaction of accrued directors salaries and consultant fees

Recognition of finance lease right of use asset and lease liabilities entered into

Recognition of operating lease right of use asset and lease liabilities entered into

Reconciliation of cash and restricted cash

Restricted cash - debt service for NJEDA bonds

Total cash and restricted cash shown in statement of cash flows

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

17 unchanged sentences

such products.

of Consolidation

of Consolidation and Basis of Presentation

accompanying audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles

in the United States (“GAAP”).

The audited 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.

of Presentation

preparation of financial statements in accordance with U.S.

generally accepted accounting principles (“U.S.

GAAP”) requires

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

We have identified

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

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

These estimates are based

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

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

A discussion of our critical accounting

policies and estimates follows.

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

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

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

during the reporting period.

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

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

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

compensation expense and income taxes.

in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC.

The audited 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.

The preparation of financial statements in accordance with GAAP requires management to make certain

estimates and assumptions affecting amounts reported in the Company’s consolidated financial statements.

Reclassification

items in prior consolidated financial statements have been reclassified to conform to the current presentation.

The presentation of the

consolidated statements of cash flows has been modified to separately present the change in the security deposits for the year ended

March 31, 2024.

Additionally, the presentation of Note 4 has been modified to separately disclose accrued interest related to the Company’s

related party loan.

Lastly, the presentation of Note 14 has been modified to separately disclose the gain from settlement agreements

apart of significant non-cash items.

These reclassifications had no effect on the reported results of operations.

preparation of 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 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, standalone

selling price for each distinct performance obligation included in customer contracts with multiple performance obligations, 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.

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

standards for reporting information about operating segments.

Operating segments are defined as components of an enterprise about which

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

in deciding how to allocate resources and in assessing performance.

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

of operations of the segments prepared in accordance with GAAP when making decisions about allocating resources and assessing performance

of the Company.

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

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

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

During fiscal

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

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

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.

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.

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

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

ANDA products

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

The Company identified its reporting

segments based on the marketing authorization relating to each and the financial information used by its chief operating decision maker

to make decisions regarding the allocation of resources to and the financial performance of the reporting segments.

The Company paused

further development of NDAs and has not engaged in business activities.

Accordingly during fiscal years ended March 31, 2025 and 2024,

the Company has only engaged in business activities in a single operating segment.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

are currently no intersegment revenues.

4 unchanged sentences

Please see Note 14 for further details.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

distributors for pharmacies and institutions.

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

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

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

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

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

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

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

Manufacturing fees include the development of pain management products, manufacturing of a line of generic pharmaceutical products with

approved ANDA, through the manufacture of formulations and the development of new products.

Licensing fees include the commercialization

of products either by license and the collection of royalties, or the expansion of licensing agreements with other pharmaceutical companies,

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

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

47 unchanged sentences

conditions and internally approved pricing guidelines related to the performance obligations.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company recognizes revenue from non-refundable upfront payments at a point in time, typically upon fulfilling the delivery of the associated

7 unchanged sentences

of a reversal of revenue, which typically occurs near or upon achievement of the event.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

management judgment is required to determine the level of effort required under an arrangement and the period over which the Company

expects to complete its performance obligations under the arrangement.

Judgment is required to determine the level of effort required under an arrangement and the period over which the Company expects to

complete its performance obligations under the arrangement.

If the Company cannot reasonably estimate when its performance

obligations either are completed or become inconsequential, then revenue recognition is deferred until the Company can reasonably make

such estimates.

Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method.

obligations either are completed or become inconsequential, then revenue recognition is deferred until the Company can reasonably

make such estimates.

Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up

determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before

7 unchanged sentences

Sale of product under the Elite label

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

License agreements will remain in place

for select products.

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

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

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

License agreements will remain in place for select

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

5 unchanged sentences

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

The Company provides for

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

and pharmacies.

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

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

rebates, as well as historical information.

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.

Disaggregation

2 unchanged sentences

in time for all performance obligations.

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

development of NDAs and has not engaged in business activities.

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

only engaged in business activities in a single operating segment.

During the fiscal years ended March 31, 2025 and 2024, the Company has paused further development

of NDAs and has not engaged in business activities in that segment.

Accordingly during the fiscal years ended March 31, 2025 and 2024,

the Company has only engaged in business activities in a single operating segment.

The table also includes a reconciliation of the disaggregated

revenue with the reportable segments:

OF DISAGGREGATION OF REVENUE

the Years Ended March 31,

revenue with the reportable segment:

SCHEDULE OF DISAGGREGATION OF REVENUE

For the Years Ended March 31,

Manufacturing fees

Manufacturing

Licensing fees

Total revenue

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

disclosed within Note 14.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

4 unchanged sentences

reserve in regard to the New Jersey Economic Development Authority (“NJEDA”) bonds (see Note 5).

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

Receivable and Allowance for Expected Credit Losses

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

3 unchanged sentences

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

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

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

Pronouncements.

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

schedule using the Company’s historical loss rate.

The Company also considers reasonable and supportable current information in

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

risk and historical loss experience.

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

Measurement of Credit Losses on Financial Assets .

Under the CECL impairment model, the Company determines its allowance by applying

a loss-rate method based on an aging schedule using the Company’s historical loss rate.

The Company also considers reasonable and

supportable current information in determining its estimated loss rates, such as external forecasts, macroeconomic trends or other factors

including customers’ credit risk and historical loss experience.

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

Account balances are written off

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

Subsequent recoveries are credited to the allowance.

Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible.

Subsequent recoveries

are credited to the allowance.

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

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

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

Expected credit losses stemming from unbilled receivables

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

inflation, projected decreases in GDP, and projected unemployment.

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

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

While the standard modifies the

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

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

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

10 unchanged sentences

estimation techniques.

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

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

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

the fiscal years ended March 31, 2025 and 2024, the Company incurred bad debt expenses of $ 151,258 and $ 236,276 , respectively.

March 31, 2025 and 2024, the Company’s allowance for credit losses was $ 387,533 and $ 236,275 , respectively.

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

9 unchanged sentences

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

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Company capitalizes certain costs to acquire intangible assets;

5 unchanged sentences

indicate impairment may have occurred.

A significant amount of judgment is involved in determining if an indicator of impairment has

Judgment is involved in determining if an indicator of impairment has

Such indicators may include, among others and without limitation:

5 unchanged sentences

and slower growth rates.

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

its ANDAs and patents.

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

The Company notes that none of

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

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the year ended March 31, 2025, the Company determined indicators of impairment occurred related to the Dantrolene and Phentermine

intangible assets, both ANDA products, and recorded impairment expense of $ 1,603,426 .

There were no

such impairment recorded during the year ended March 31, 2024.

June 17, 2024, the Company and Nostrum Laboratories Inc.

(“Nostrum”) entered into an Asset Purchase Agreement (the “Asset

Purchase Agreement”), pursuant to which Nostrum was obligated to (i) sell to the Company all of its rights in and to the approved

abbreviated new drug applications (ANDAs) for generic Norco® (Hydrocodone Bitartrate and Acetaminophen tablets, USP CII), generic

Percocet® (Oxycodone Hydrochloride and Acetaminophen, USP CII), and generic Dolophine® (Methadone Hydrochloride tablets), each

a “Product”, and (ii) grant to the Company a royalty-free, non-exclusive perpetual license to use the manufacturing technology,

proprietary information, processes, techniques, protocols, methods, know-how, and improvements necessary or used to manufacture each

Product in accordance with the applicable ANDA, in exchange for $ 900,000 in cash (the “Transaction”).

The Asset Purchase

Agreement includes customary representations and warranties and various customary covenants.

The closing of the Transaction occurred

on June 21, 2024.

following table summarizes the Company’s intangible assets as of and for the periods ended March 31, 2025 and March 31, 2024:

OF INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

March 31, 2025

Estimated Useful Life

Gross Carrying Amount

Gross Carrying

Impairment losses

3 unchanged sentences

ANDA acquisition costs

( 1,603,426 )

$ ( 1,603,426 )

March 31, 2024

Estimated Useful Life

Gross Carrying Amount

Gross Carrying

Impairment losses

2 unchanged sentences

Patent application costs

$ ( 176,645 )

ANDA acquisition costs

$ ( 292,807 )

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

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

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

of the related patent(s).

Patent application

costs were incurred in relation to the Company’s abuse-deterrent opioid technology.

Amortization of the patent costs will begin

upon the issuance of marketing authorization by the FDA.

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

expiry of the related patent(s).

and Development

and development expenditures are charged to expenses as incurred.

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.

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

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

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

Elite obtained agreement with Purdue

to stay the litigation for six months.

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

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

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

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

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

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

taxes are accounted for under the asset and liability method.

9 unchanged sentences

These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2 unchanged sentences

As of March 31, 2025, a summary of the tax years that remain subject

to examination in our major tax jurisdictions are:

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

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

penalties as a component of income tax expense.

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

to examination in the Company’s major tax jurisdictions are:

United States – Federal, 2021 and forward, and State, 2020 and

The Company did not have any unrecognized tax positions for the years ended March 31, 2025 and 2024.

and Preferred Shares

19 unchanged sentences

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

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

(“Pyros”) pursuant

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

generic Sabril drug (the “Sabril Product”).

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

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

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

affect future periods.

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

Agreement”) with Pyros.

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

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

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

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

Per Share Attributable to Common Shareholders ’

Company follows ASC 260, Earnings Per Share , which requires presentation of basic and diluted earnings per share (“EPS”)

Income Per Share Attributable to Common Shareholders

Company follows ASC 260, Earnings Per Share , which requires presentation of basic and diluted (loss) income 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

1 unchanged sentence

In the accompanying financial

statements, basic earnings per share is computed by dividing net income by the weighted average number of shares of Common Stock outstanding

during the period.

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

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

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

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

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

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

statements, basic (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of Common

Stock outstanding during the period.

the Company was in a net loss position for the year ended March 31, 2025, the potential dilution from the 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 (loss) income per share as their inclusion would have been antidilutive.

exercise of the warrants would have an antidilutive effect for the year ended March 31, 2024.

following is the computation of earnings per share applicable to common shareholders for the periods indicated:

OF EARNINGS (LOSS) PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

SCHEDULE OF EARNINGS (LOSS) PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

For the Years Ended March 31,

Net income - basic

Effect of dilutive instrument on net income

Net income - diluted

Net (loss) income - basic and diluted

$ ( 4,314,659 )

Weighted average shares of Common Stock outstanding - basic

5 unchanged sentences

1,023,225,623

Net income per share

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

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

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

Net (loss) income per share

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Value of Financial Instruments

10 unchanged sentences

hierarchy under ASC 820 are described as follows:

1 – Unadjusted quoted prices in active markets for identical assets or liabilities

that are accessible at the measurement date.

2 – Inputs other than quoted prices included within Level 1 that are observable for

the asset or liability, either directly or indirectly.

Level 2 inputs include quoted prices

for similar assets or liabilities in active markets;

quoted prices for identical or similar

assets or liabilities in markets that are not active;

inputs other than quoted prices that

are observable for the asset or liability;

and inputs that are derived principally from or

corroborated by observable market data by correlation or other means.

3 – Inputs that are unobservable for the asset or liability.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2 – Inputs

other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

2 inputs include quoted prices for similar assets or liabilities in active markets;

quoted prices for identical or similar assets

or liabilities in markets that are not active;

inputs other than quoted prices that are observable for the asset or liability;

inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – Inputs

that are unobservable for the asset or liability.

on a Recurring Basis

1 unchanged sentence

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

OF LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

Derivative financial instruments - warrants, Fair value

financial instruments - warrants, Fair value

Derivative financial instruments - warrants, Fair value

SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

Fair Value Measurement Using

Amount at Fair Value

March 31, 2025

10 unchanged sentences

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

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

The Company recorded impairment of approximately $ 0.3

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

During the year ended

March 31, 2025, the Company determined indicators of impairment occurred related to the Dantrolene and Phentermine intangible assets,

both ANDA products, and recorded impairment expense of $ 1,603,426 .

There were no such impairment recorded during the year ended March 31,

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

Asset and Lease Liability

February 2016, the FASB issued ASU No.

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

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

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

about leasing arrangements.

Company accounts for leases in accordance with ASU 2016-02, “Leases” (Topic 842) (“ASU 2016-02”).

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

7 unchanged sentences

Finance leases are included in property

and equipment and lease liability in our consolidated balance sheets.

Lease expense for operating expense payments is recognized on a

straight-line basis over the lease term.

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

over the lease term.

and equipment and lease liability in the Company’s consolidated balance sheets.

Lease expense for operating expense payments is

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

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

basis over the lease term.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2 unchanged sentences

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

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Issued Accounting Pronouncements

June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

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

Under the prior model, losses were recognized only as they were incurred.

The new model is applicable to all financial instruments that

are not accounted for at fair value through net income.

The standard is effective for fiscal years beginning after December 15, 2022

for public entities qualifying as smaller reporting companies.

Early adoption is permitted.

The Company is currently assessing the impact

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

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

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

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

The amendments are effective for annual

periods beginning after December 15, 2024.

Early adoption is permitted and should be applied prospectively.

The Company is currently

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

Adopted Accounting Pronouncements

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

Improvements to Reportable Segments,” which aims

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

Improvements to Reportable Segments , which aims to

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

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

9 unchanged sentences

Early adoption is permitted.

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

have a material impact on our consolidated financial statements.

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

impact on our consolidated financial statements and related disclosures.

As of March 31, 2025, this ASU became effective and the Company’s

management adopted this ASU in its financial statements and related disclosures.

See Note 14 for related disclosures.

Issued Accounting Pronouncements Not Yet Effective

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to income tax disclosures , which enhances the

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

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

The amendments are effective

for annual periods beginning after December 15, 2024.

Early adoption is permitted and should be applied prospectively.

The Company is

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

November 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 .

requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial

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 consolidated financial statements.

May 2025, the FASB issued ASU 2025-04, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic

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

Early adoption is permitted.

The Company is evaluating the impact that this standard will have on the Company’s consolidated

financial statements.

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 consolidated financial statements and related disclosures.

consisted of the following:

SCHEDULE OF INVENTORY

March 31, 2025

3 unchanged sentences

Raw materials

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PROPERTY AND EQUIPMENT, NET

and equipment consisted of the following:

OF PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

March 31, 2025

12 unchanged sentences

expenses consisted of the following:

OF ACCRUED EXPENSES

SCHEDULE OF ACCRUED EXPENSES

March 31, 2025

5 unchanged sentences

Consultant contract fees

Salaries and fees payable in Common Stock

Salaries and fees payable

Accrued interest - related parties

Other accrued expenses

Total accrued expenses

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

11 unchanged sentences

by a first lien on the Company’s facility and equipment acquired with the proceeds of the original and refinanced bonds.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

following tables summarize the Company’s bonds payable liability:

25 unchanged sentences

LOANS PAYABLE

April 2, 2022, the Company and Elite Labs entered into a Loan and Security Agreement (the “EWB Loan Agreement”) with East

West Bank (“EWB”).

Pursuant to the EWB Loan Agreement, the Company and Elite Labs received one term loan for a principal

amount of $ 12,000,000 (the “EWB Term Loan”) and a revolving line of credit up to $ 2,000,000 (the “EWB Revolver,”

together with the “EWB Term Loan,” the “EWB Loans”).

The EWB Term Loan bears interest at a rate of 9.73 % ( 1.73 %

plus the prime rate (“Prime”)) and was repayable over five years , maturing on May 1, 2027 .

The EWB Revolver bears interest

at a rate of ( 8.87 % ( 0.87 % plus Prime)) and matures on May 1, 2027 .

The total transaction costs associated with the EWB Term Loan incurred

as of March 31, 2023, were $ 40,120 , which are being amortized on a monthly basis over five years, beginning in April 2022.

31, 2023, the principal and interest on the EWB Term Loan has been paid in full by the Company and the EWB Loan Agreement is terminated.

PHARMACEUTICALS, INC.

July 1, 2022, the 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 10 years and bears interest at a rate of 4.75% fixed for 5 years then adjustable at the Wall Street Journal Prime Rate (“WSJP”)

plus 0.5% with floor rate of 4.5%.

The total transaction costs associated with the EWB Mortgage Loan incurred as of March 31, 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 the date of this filing, the Company was in compliance with

each financial covenant.

Company has entered into a collateralized promissory note with individual lenders (a “Promissory Note”).

As of June 2, 2023,

a Promissory Note was placed with Nasrat Hakim, CEO and Chairman of the Board of Directors, for $ 3,000,000 .

Refer to Note 7 for information

regarding the Promissory Note.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

July 1, 2022, the EWB provided a mortgage loan (“EWB Mortgage Loan”) in the amount of $ 2.55 million for the purchase of the

property at 135-137 Ludlow Avenue, which was formerly a lease held by the Company.

The EWB Mortgage Loan matures in 10 years and bears

interest at a rate of 4.75% fixed for 5 years then adjustable at the Wall Street Journal Prime Rate (“WSJP”) plus 0.5% with

floor rate of 4.5% .

The total transaction costs associated with the EWB Mortgage Loan incurred as of March 31, 2024, were $ 13,251 , which

are being amortized on a monthly basis over ten years, beginning in July 2022.

The EWB Mortgage Loan contains customary representations,

warranties and covenants.

These covenants include maintaining a minimum debt coverage ratio of 1.50 to 1.00 tested annually and a minimum

trailing 12-month debt coverage ratio of 1.50 to 1.00.

As of the date of this filing, the Company was in compliance with each financial

place of the EWB Term Loan, the Company has entered into a collateralized promissory note with individual lenders with rates comparable

to the EWB Term Loan but with less restrictive covenants (a “Promissory Note”).

As of June 2, 2023, a Promissory Note was

placed with Nasrat Hakim, CEO and Chairman of the Board of Directors, for $ 3,000,000 .

Refer to Note 7 for information regarding The Promissory

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

payable consisted of the following:

3 unchanged sentences

Mortgage loan payable 4.75 % interest and maturing June 2032

Equipment and insurance financing loans payable, between 7.10 % and 12.02 % interest and maturing between July 2024 and October 2025

Equipment and insurance financing loans payable, between 5.99 % and 12.02 % interest and maturing between April 2025 and October 2025

Current portion of loans payable

5 unchanged sentences

Years ending March 31,

2030 and thereafter

Total remaining principal balance

RELATED PARTY LOANS

Company has entered into a collateralized promissory note with individual lenders with rates comparable to the EWB Term Loan but with

fewer covenants (the “Hakim Promissory Note”).

These covenants include filing timely tax returns and financial statements,

and an agreement not to sell, lease, or transfer a substantial portion of the Company’s assets during the term of the Hakim Promissory

On June 2, 2023, the Company entered into a Promissory Note with Nasrat Hakim, CEO and Chairman of the Board of Directors, pursuant

to which the Company borrowed funds in the aggregate principal amount of $ 3,000,000 .

The Hakim Promissory Note has an interest rate of

9 % for the first year and 10 % for an optional second year and the proceeds were used for working capital and other business purposes.

The original maturity date of the Hakim Promissory Note is June 2, 2024, with an optional second year extension.

The second year extension

was exercised pursuant to the terms of the Hakim Promissory Note.

For the year ended March 31, 2024, interest expense on the Hakim Promissory

Note totaled and $ 270,000 , recorded on the Consolidated Balance Sheets in accrued expenses and on the Consolidated Statements of Operations

in interest expense and amortization of debt issuance costs.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTY LOANS PAYABLE

Company has entered into a collateralized promissory note with individual lenders (the “Hakim Promissory Note”).

These covenants

include filing timely tax returns and financial statements, and an agreement not to sell, lease, or transfer a substantial portion of

the Company’s assets during the term of the Hakim Promissory Note.

On June 2, 2023, the Company entered into a Promissory Note

with Nasrat Hakim, CEO and Chairman of the Board of Directors, pursuant to which the Company borrowed funds in the aggregate principal

amount of $ 3,000,000 .

The Hakim Promissory Note has an interest rate of 9 % for the first year and 10 % for an optional second year and

the proceeds were used for working capital and other business purposes.

The original maturity date of the Hakim Promissory Note was June

2, 2024, with an optional second year extension.

The second year extension was exercised pursuant to the terms of the Hakim Promissory

For the years ended March 31, 2025 and 2024, interest expense on the Hakim Promissory Note totaled $ 292,500 and $ 270,000 , respectively,

recorded on the 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 this date.

June 30, 2023, the Company entered into a collateralized promissory note with Davis Caskey (the “Caskey Promissory Note”).

2 unchanged sentences

will be used for working capital and other business purposes.

The original maturity date of the Caskey Promissory Note is June 30, 2024,

The original maturity date of the Caskey Promissory Note was June 30, 2024,

with an optional second year extension.

The second year extension was exercised pursuant to the terms of the Caskey Promissory Note.

For the year ended March 31, 2024, interest expense on the Caskey Promissory Note totaled $ 90,000 , recorded on the Consolidated Balance

Sheets in accrued expenses and on the Consolidated Statements of Operations in interest expense and amortization of debt issuance costs.

DEFERRED REVENUE

revenues in the aggregate amount of $ 18,889 as of March 31, 2024, were comprised of a current component of $ 13,333 and a long-term component

Deferred revenues in the aggregate amount of $ 32,223 as of March 31, 2023, were comprised of a current component of $ 13,333

and a long-term component of $ 18,890 .

These amounts represent the unamortized balance of a $ 200,000 advance payment received for a TAGI

Pharma licensing agreement with a fifteen-year term beginning in September 2010 and ending in August 2025 .

These advance payments were

recorded as deferred revenue when received and are earned, on a straight-line basis over the life of the licenses.

The current component

is equal to the amount of revenue to be earned during the 12-month period immediately subsequent to the balance sheet date and the long-term

component is equal to the amount of revenue to be earned thereafter.

For the years ended March 31, 2025 and 2024, interest expense on the Caskey Promissory Note totaled $ 100,000 and $ 90,000 , respectively,

recorded on the 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 this date.

COMMITMENTS AND CONTINGENCIES

10 unchanged sentences

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

Elite obtained agreement with Purdue

to stay the litigation for six months.

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

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

As of March 31, 2024, the results of

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

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

Company entered into an operating lease for a portion of a one-story warehouse, located at 135 Ludlow Avenue, Northvale, New Jersey (the

lease”) which began in 2010.

On June 30, 2021, the Company exercised a renewal option, with such option including

a term that begins on January 1, 2022 and expires on December 31, 2026.

The Ludlow Ave.

lease was terminated on July 1, 2022, when the

Company purchased the underlying property.

Elite has obtained several agreements

with Purdue to stay the litigation, with the latest being a stipulation and order submitted on March 19, 2025 lifting the existing stipulated

An amended complaint was filed by Purdue on April 18, 2025.

Elite’s launch of a generic Oxycontin will depend on the approval

by the FDA and the outcome of various litigation involving Purdue or the expiry of the patents listed on the Orange Book.

31, 2025, the results of such proceedings cannot be predicted with certainty and are neither probable nor estimable.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 2020, the Company entered into an operating lease for office space in Pompano Beach, Florida (the “Pompano Office Lease”).

3 unchanged sentences

year to October 31, 2024.

Accordingly, the Pompano Office Lease expired at the end of the renewal term on October 31, 2024.

Company entered into an operating lease for new 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.

Company entered into a lease agreement for a portion of a one-story warehouse, located at 144 Ludlow Avenue, Northvale, New Jersey (the

11 unchanged sentences

The present value of the lease payments is calculated using either the implicit interest rate in the lease or an incremental borrowing

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

November 2023, the Company entered into a finance lease for equipment (the “Waters Equipment Lease”).

12 unchanged sentences

February 2024, the Company entered into a finance lease for equipment (the “February 2024 Equipment Lease”).

February 2024 Equipment Lease is related to manufacturing equipment with an acquisition cost of $ 455,000 ,

with the Company taking ownership of the asset during February 2024.

February 2024 Equipment Lease has a term of five years, ending in February 2029.

The Company retains ownership of the

equipment at lease termination.

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 .

March 2024, the Company entered into three separate finance leases for manufacturing assets (the “March 2024 Equipment Leases”).

The March 2024 Equipment Leases are related to manufacturing equipment and vault installed at the Company’s facility located at

144 Ludlow Avenue, Northvale NJ with an aggregate acquisition cost of $ 1.1 million.

144 Ludlow Avenue, Northvale NJ with an aggregate acquisition cost of $ 1,100,000 .

Each of the separate leases included in the March 2024

Equipment Leases have a term of five years , ending in March 2029.

The Company retains ownership of all related assets at lease termination.

The Company will retain ownership of all related assets at lease termination .

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 warehouse and laboratory equipment with an aggregate acquisition cost of $ 153,745 .

Each of the separate leases included in the July 2024 Equipment Lease have a term of five years , ending in July 2029.

The Company will

retain ownership of all related assets at lease terminations .

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

lease is classified as a finance lease if any of the following criteria are met:

13 unchanged sentences

lease was determined to be a finance lease.

The finance lease is included on the balance sheets as Finance lease - right-of-use asset

and Lease obligation - finance lease.

The finance lease costs are split between Depreciation and amortization expense related to the

asset and Interest expense and amortization of debt issuance costs on the lease liability, using the effective rate charged by the lessor.

The 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 and amortization of debt issuance costs on the lease liability, using the effective rate charged by the

The Company has elected to account for lease and non-lease components separately.

11 unchanged sentences

Total lease liabilities

expense is recorded on the straight-line basis.

Rent expense under the 135 Ludlow Ave.

terminated lease was $ 0

and $ 58,248 for the years

ended March 31, 2024 and 2023, respectively.

Rent expense under the Pompano Office Lease was $ 28,690

for the years ended March 31, 2024 and 2023, respectively.

Rent expense under the 144 Ludlow lease was $ 151,515

for the years ended March 31, 2024 and 2023.

Rent expense is recorded in general and administrative expense in the consolidated

statements of operations.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

table below shows the future minimum rental payments, exclusive of taxes, insurance and other costs, under the Pompano Office Lease and

Waters Equipment Lease:

expense is recorded on the straight-line basis and is recorded in general and administrative expense in the consolidated statements of

Rent expense is as follows:

SCHEDULE OF RENT EXPENSE STRAIGHT-LINE BASIS

For the Years Ended March 31,

table below shows the future minimum rental payments, exclusive of taxes, insurance and other costs:

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS

2 unchanged sentences

Financing Lease Amount

( 1,065,473 )

Present value of lease payments

weighted-average remaining lease term and the weighted-average discount rate of our leases were as follows:

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

weighted-average remaining lease term and the weighted-average discount rate of the Company’s leases were as follows:

SCHEDULE OF WEIGHTED -AVERAGE REMAINING TERM AND THE WEIGHTED-AVERAGE DISCOUNT RATE

37 unchanged sentences

option of the holder, such warrants are classified as liabilities and measured initially and subsequently at fair value.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

exercise price is subject to adjustment for any issuances or deemed issuances of Common Stock or Common Stock equivalents at an effective

12 unchanged sentences

Risk free rate

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

changes in warrants (Level 3 financial instruments) measured at fair value on a recurring basis were as follows:

6 unchanged sentences

SHAREHOLDERS’ EQUITY

Park Capital Transaction - July 8, 2020 Purchase Agreement

July 8, 2020, the Company entered into a purchase agreement (the “2020 LPC Purchase Agreement”), and a registration rights

agreement, with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase

up to $ 25.0 million of the Company’s Common Stock, $ 0.001 par value per share, from time to time over the term of the 2020 LPC

Purchase Agreement, at the Company’s direction.

Company did not issue any shares of its Common Stock pursuant to the 2020 LPC Purchase Agreement during the years ended March 31, 2024

In addition, there were no shares issued to Lincoln Park as additional commitment shares, pursuant to the 2020 LPC Purchase

The 2020 LPC Purchase Agreement expired on August 1, 2023.

of Common Stock Activity

20 unchanged sentences

The aggregate value of the shares on the date of their issuance was $ 7,643,153 .

of March 31, 2024, there were 1,068,373,108 shares of Common Stock issued and 1,068,273,108 shares of Common Stock outstanding.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

of March 31, 2023, there were 1,014,015,081 shares of Common Stock issued and 1,013,915,081 shares of Common Stock outstanding.

the years ended March 31, 2024 and 2023, the Company issued 54,358,027 and 2,633,093 shares of Common Stock, respectively, with such

issuances of Common Stock being summarized as follows:

SCHEDULE OF COMMON STOCK ACTIVITY

Common Stock issued as of March 31, 2023 and 2022, respectively

1,014,015,081

1,011,381,988

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

Common Stock issued during the fiscal year

Common Stock issued as of March 31, 2024 and 2023, respectively

1,068,373,108

1,014,015,081

STOCK-BASED COMPENSATION

of the compensation paid by the Company to its Directors and employees consists of the issuance of Common Stock or via the granting of

options to purchase Common Stock.

of the compensation paid by the Company to employees consists of the granting of options to purchase Common Stock.

Director Compensation

Company’s Director compensation policy, instituted in October 2009 and further revised in January 2016, includes provisions that

prior to April 1, 2023, a portion of director’s fees are to be paid via the issuance of shares of the Company’s Common Stock,

in lieu of cash, with the valuation of such shares being calculated on quarterly basis and equal to the average closing price of the

Company’s Common Stock.

Beginning on April 1, 2023, all Directors fees are paid in cash.

the year ended March 31, 2024, the Company accrued director’s fees totaling $ 90,000 , which was paid in cash payments totaling $ 67,500

during the fiscal year ended March 31, 2024 and a cash payment in April 2024 for the balance of $ 22,500 .

to the fiscal year ended March 31, 2024, the Directors had earned and were owed Directors fees accrued during the prior fiscal year,

with such accrued Directors fees totaling 1,642,971 shares of Common Stock and cash amounts totaling $ 30,000 .

Both of these amounts were

paid to the Directors during November 2023 via the issuance of a total of 1,642,971 shares of Common Stock to the Directors and cash

payments totaling $ 30,000 being made to the Directors.

Company’s Director compensation policy, instituted in October 2009, further revised in January 2016, and ceased issuance in November

2023, includes provisions that a portion of director’s fees are to be paid via the issuance of shares of the Company’s Common

Stock, in lieu of cash, with the valuation of such shares being calculated on quarterly basis and equal to the average closing price

of the Company’s Common Stock.

of March 31, 2025, there was no common stock owed to Directors as the amount outstanding was paid during fiscal year 2024.

of March 31, 2024, the Company accrued director’s fees totaling $ 22,500 , which will be paid via cash payments totaling $ 22,500

and the issuance of shares of Common Stock, with the valuation of such shares being calculated on a quarterly basis and equal to the

average closing price of the Company’s Common Stock.

SCHEDULE OF STOCK BASED COMPENSATION

3 unchanged sentences

Issuance of common stock on November 22, 2023

Settlement of non-cash liability

( 1,761,792 )

Balance of common stock owed at March 31, 2024

4 unchanged sentences

and equal to the average closing price of the Company’s Common Stock.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of March 31, 2024, the Company accrued no additional salaries owed to the Company’s President, Chief Executive Officer and certain

other employees which will be paid via the issuance of shares of Common Stock.

On March 29, 2024 the Company paid off its balance of

accrued salaries to the president through the issuance of 49,534,368 shares of common stock.

SCHEDULE OF STOCK BASED COMPENSATION

7 unchanged sentences

Balance of common stock owed at March 31, 2024

the year ended March 31, 2024, the Company accrued no additional salaries owed to the Company’s President, Chief Executive Officer

and certain other employees which will be paid via the issuance of shares of Common Stock.

On March 29, 2024 the Company paid off its

balance of accrued salaries to the president through the issuance of 49,534,368 shares of common stock.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

of March 31, 2025, the Company accrued no additional salaries owed to the Company’s President, Chief Executive Officer and certain

other employees.

November 6, 2023, the Company entered into a Settlement Agreement with a former executive who was terminated on February 7, 2022.

13 unchanged sentences

March 29, 2024, the Company issued 957,541 shares of Common Stock in satisfaction of accrued consultant fees.

its 2014 Equity Incentive Plan and its 2024 Equity Incentive Plan, the Company did grant and may grant stock

options to officers, selected employees, as well as members of the Board of Directors and advisory board members.

All options have

generally been granted at a price equal to or greater than the fair market value of the Company’s Common Stock at the date of

Generally, options are granted with a vesting period of up to three years and expire ten years from the date of

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.

fair value of option awards is estimated on the date of grant using the Black-Scholes option-pricing model.

4 unchanged sentences

variables, including expected price volatility, risk-free interest rate and projected employee share option exercise behaviors.

estimates its expected volatility by using a combination of historical share price volatilities of similar companies within our industry.

The expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method

for awards, since the Company does not have sufficient exercise history to estimate term of its historical option awards.

The risk-free

interest rate is determined by reference to the U.S.

estimates its expected volatility by using a combination of historical share price volatilities of similar companies within the Company’s

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.

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.

Expected dividend yield is zero based on the fact

that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

grant date fair value of option awards is determined using the Black Scholes option-pricing model.

The following assumptions were used

for the year ended March 31, 2024 and year ended March 31, 2023:

for the years ended March 31, 2025 and 2024 :

SCHEDULE OF GRANT DATE FAIR VALUE OF OPTION AWARDS

4 unchanged sentences

$ 0.08 -$ 0.16

$ 0.03 -$ 0.04

Dividend Yield

2 unchanged sentences

4.27 %- 4.69 %

2.99 %- 4.01 %

summary of the activity of Company’s 2024 Equity Incentive plan and prior equity incentive plans for the year ended March 31, 2024 is as follows:

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

summary of the activity of Company’s 2024 Equity Incentive plan and prior equity incentive plans for the year ended March 31, 2025

is as follows:

SCHEDULE OF STOCK OPTION PLAN

Underlying Options

Exercise Price

Weighted Average

Remaining Contractual

Shares Underlying Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual

Term (in years)

2 unchanged sentences

Expired and Forfeited

( 4,040,000 )

Outstanding at March 31, 2025

5 unchanged sentences

based compensation expense that will be recognized over a weighted average 1.26 year period.

September 5, 2023, options were granted to the Chief Financial Officer pursuant to the 2014 Plan to purchase an aggregate of 3,000,000

shares of Common Stock.

The options have an exercise price of $ 0.0898 per share, the fair market value of the Common Stock on the date

The options granted will vest one third for each of the next three years upon the anniversary date of the grant and have a

ten-year expiration date.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

September 19, 2023, options were granted to one employee pursuant to the 2014 Plan to purchase an aggregate of 1,000,000 shares of Common

The options have an exercise price of $ 0.0819 per share, the fair market value of the Common Stock on the date of grant.

granted will vest one third for each of the next three years upon the anniversary date of the grant and have a ten-year expiration date.

October 2, 2023, options were granted to one employee pursuant to the 2014 Plan to purchase an aggregate of 100,000 shares of Common

The options have an exercise price of $ 0.0938 per share, the fair market value of the Common Stock on the date of grant.

granted will vest one third for each of the next three years upon the anniversary date of the grant and have a ten-year expiration date.

November 11, 2023, options were granted to one employee pursuant to the 2014 Plan to purchase an aggregate of 300,000 shares of Common

The options have an exercise price of $ 0.1578 per share, the fair market value of the Common Stock on the date of grant.

granted will vest one third for each of the next three years upon the anniversary date of the grant and have a ten-year expiration date .

weighted-average grant-date fair value of stock options granted during the year ended March 31, 2024 under the 2014 Plan was $ 0.0927 .

weighted-average grant-date fair value of stock options granted during the year ended March 31, 2025 was $ 0.2028 .

The total intrinsic

value of options exercised during the year ended March 31, 2025 was $ 19,845 .

CONCENTRATIONS AND CREDIT RISK

customers accounted for approximately 58 % of the Company’s revenues for the year ended March 31, 2025.

These three customers accounted

These two customers accounted

for approximately 39 % and 19 % of revenues each, respectively.

customers accounted for approximately 67 % of the Company’s revenues for the year ended March 31, 2024.

These two customers accounted

These three customers accounted

for approximately 32 % , 27 % , and 8 % of revenue each, respectively.

customers accounted for approximately 75 % of the Company’s accounts receivable as of March 31, 2025.

These three customers

accounted for approximately 46 % , 19 % , and 10 % of accounts receivable each, respectively.

customers accounted for approximately 80 % of the Company’s accounts receivable as of March 31, 2024.

These two customers accounted

for approximately 49 % and 31 % of accounts receivable each, respectively.

customer accounted for approximately 96 % of the Company’s accounts receivable as of March 31, 2023.

suppliers accounted for approximately 69 % of the Company’s purchases of raw materials for the year ended March 31, 2025.

three customers accounted for approximately 43 % , 13 % , and 13 % of purchasing each, respectively.

suppliers accounted for approximately 62 % of the Company’s purchases of raw materials for the year ended March 31, 2024.

two customers accounted for approximately 49 %, and 13 %, of purchasing each, respectively.

supplier accounted for approximately 34 % of the Company’s purchases of raw materials for the year ended March 31, 2023.

SEGMENT RESULTS

4 unchanged sentences

management disaggregates a company.

Company has historically determined that its reportable segments are ANDAs for generic products and NDAs for branded products.

Company identified its reporting segments based on the marketing authorization relating to each and the financial information used

by its chief operating decision maker to make decisions regarding the allocation of resources to and the financial performance of

the reporting segments.

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

not engaged in business activities.

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

activities in a single operating segment.

information by operating segment is not presented below since the chief operating decision maker does not review this information by

The reporting segments follow the same accounting policies used in the preparation of the Company’s consolidated financial

PHARMACEUTICALS, INC.

loss 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 CEO 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.

reporting segments follow the same accounting policies used in the preparation of the Company’s consolidated financial statements.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

following represents selected information for the Company’s reportable segments:

4 unchanged sentences

Company notes that there was no revenue related to the NDA segment for the years ended March 31, 2025 and 2024.

table below reconciles the Company’s operating income by segment to income before income taxes as reported in the Company’s

consolidated statements of operations:

table below reconciles the Company’s operating income by segment to (loss) income before income taxes as reported in the

Company’s consolidated statements of operations:

SCHEDULE OF OPERATING INCOME BY SEGMENT TO INCOME FROM OPERATIONS

6 unchanged sentences

Interest expense and amortization of debt issuance costs

( 1,112,707 )

Impairment of intangible assets

( 1,603,426 )

Depreciation and amortization expense

2 unchanged sentences

Significant non-cash items

Gain from settlement agreements

Change in fair value of derivative instruments

( 18,901,185 )

( 5,776,297 )

Change in fair value of stock-based liabilities

( 5,743,468 )

Income before income taxes

(Loss) income before income taxes

RELATED PARTY AGREEMENTS

20 unchanged sentences

Stock in satisfaction of accrued consultant fees owed to one consultant.

PHARMACEUTICALS, INC.

(loss) income before income taxes for the years ended March 31, 2025 and 2024 were $ ( 0.1 )

million and $ 0.5

million, respectively.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

income before income taxes for the year ended March 31, 2024 and 2023 were $0.5 million and $4.0 million, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of the provision for income taxes were (amounts in thousands):

7 unchanged sentences

Total deferred provision (benefit)

Provision for income taxes

Provision (benefit) for income taxes

Reconciliation

10 unchanged sentences

Effective tax rate

PHARMACEUTICALS, INC.

ELITE PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

major components of deferred tax assets and liabilities as of March 31, 2025 and 2024 are as follows (amounts in thousands of dollars):

7 unchanged sentences

Deferred tax assets

Valuation Allowance

Net deferred tax asset

Deferred tax liabilities:

3 unchanged sentences

Net deferred tax asset

Company’s income tax benefit was $ 19.6 million and $ 0.4 million for the year ended March 31, 2024 and March 31, 2023, respectively.

During the year ended March 31, 2024, the Company recorded a tax benefit of $ 21.9 million related to the Company’s release

of the valuation allowance against deferred tax assets related to U.S.

Company’s income tax expense (benefit) was $ 4.3 million and $ ( 19.6 ) million for the years ended March 31, 2025 and 2024, respectively.

During the year ended March 31, 2024, the Company recorded tax benefit of $ 21.9 million related to the Company’s release of the

valuation allowance against deferred tax assets related to U.S.

federal net operating losses carryforwards and research and development

tax credits, which are expected to be realized based on demonstrated current profitability and its expectations of forecasted income.

of March 31, 2024, the Company has a federal net operating loss carry forward of $ 74.0

million, of which, $ 51.6

million are subject to expire at various dates

between 2028 and 2037 and $22.4

million can be carried forward indefinitely with limitation of 80% of taxable income.

Company was able to release the entirety of its valuation allowance on its net deferred tax asset as it determined future taxable profits

will offset all future tax attributes.

During 2024, the Company recorded a tax benefit of $ 21.9

million as a result of this change in judgment.

As of March 31, 2024, the Company’s federal and state income taxes due were zero and less than $ 0.5

million, respectively.

of March 31, 2025, the Company has a federal net operating loss carry forward of $ 50.8 million, of which, $ 33.5 million are subject to

expire at various dates between 2034 and 2037 and $17.3 million can be carried forward indefinitely with limitation of 80% of taxable

As of March 31, 2025, the Company’s federal and state income taxes due were $ 0.0 million and $ 0.3 million, respectively.

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

3 unchanged sentences

Management does not expect any material changes in its unrecognized tax benefits in the next year.

PHARMACEUTICALS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

are currently no federal or state income tax examinations underway.

2 unchanged sentences

SUBSEQUENT EVENTS

for generic Methotrexate

May 10, 2024, the Company received approval from the FDA for an ANDA for generic Methotrexate Sodium 2.5 mg tablets.

Methotrexate belongs

to a class of drugs known as antimetabolites and will be sold under the Elite Laboratories, Inc.

Purchase Agreement with Nostrum Laboratories

On June 17, 2024, the Company and Nostrum Laboratories Inc.

(“Nostrum”) entered into an Asset Purchase Agreement (the “Asset

Purchase Agreement”), pursuant to which Nostrum was obligated to (i) sell to the Company all of its rights in and to the approved

abbreviated new drug applications (ANDAs) for generic Norco® (Hydrocodone Bitartrate and Acetaminophen tablets, USP CII), generic

Percocet® (Oxycodone Hydrochloride and Acetaminophen, USP CII), and generic Dolophine® (Methadone Hydrochloride tablets), each

a “Product”, and (ii) grant to the Company a royalty-free, non-exclusive perpetual license to use the manufacturing technology,

proprietary information, processes, techniques, protocols, methods, know-how, and improvements necessary or used to manufacture each Product

in accordance with the applicable ANDA, in exchange for $ 900,000 in cash (the “Transaction”).

The Asset Purchase Agreement

includes customary representations and warranties and various customary covenants.

The closing of the Transaction occurred on June 21,

April 30, 2025, the Company announced that it is developing niche generic products and has launched Elite’s generic version of

Percocet® (oxycodone hydrochloride and acetaminophen tablets, USP CII) 5mg/325mg, 7.5mg/325mg and 10mg/325mg tablets.

Oxycodone HCl

and acetaminophen is indicated for the relief of moderate to moderately severe pain.

June 2, 2025, the Hakim Promissory Note was paid in full, in accordance with its terms and conditions.

2025, the Caskey Promissory Note was paid in full, in accordance with its terms and conditions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures