What changed in this filing

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Item 1A. Risk Factors

2021-05-17 compared with 2020-11-13 · 22 added, 85 removed, 0 unchanged (100% of the section changed)

regarding the Company’s risk factors appears in Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K for

the fiscal year ended December 31, 2019, filed with the SEC on March 30, 2020.

Below are material changes from the risk factors

previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Related to Pharmaceutical Development Segment

pandemic is highly dynamic in the United States and throughout the world and may adversely affect our operations and financial

are subject to risks related to the public health crises such as the global pandemic associated with COVID-19.

Economic and health

conditions in the United States and across most of the globe continue to change rapidly.

The COVID-19 outbreak is expected to

continue to disrupt our operations through its impact on our employees, our partner companies and their businesses, and certain

industries in which our partner companies operate.

In the last two weeks in March and through the date of this filing, our Pharmaceutical

Development segment has seen a reduction in its productivity as well as delays in receiving some of its needed supplies as a direct

result of the pandemic and the impact on key vendors.

This slow-down is likely to continue in the near term until such time as

certain restrictions that have been imposed on us and our suppliers are lifted.

Such events may result in business disruption

and reduced revenues, any of which could materially affect our business, financial condition and results of operations.

state and local jurisdictions have imposed, and others in the future may impose, “shelter-in-place”

orders, quarantines,

executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19.

in late-March 2020, the governor of New Jersey, where the manufacturing facility of our Pharmaceutical Development segment is

located, issued “shelter-in-place”

or “stay at home”

orders restricting non-essential activities, travel

and business operations for an indefinite period of time, subject to certain exceptions for necessary activities.

July 2020, the governor of New Jersey began a phased re-opening of the state’s economy, though some non-essential activities

remain limited, which continues to impact operations.

Such orders or restrictions have resulted in our Pharmaceutical Development

segment significantly reducing activities at its manufacturing facility, thereby negatively impacting our operations.

Other disruptions

or potential disruptions include restrictions on our personnel and personnel of our customers and suppliers to travel and access

delays in product development efforts;

and additional government requirements or other incremental mitigation efforts

that may further impact our business.

We continue to monitor COVID-19 recommendations mandated by the governor’s office.

the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, the widespread

pandemic has resulted in, and may continue to result in, significant disruption of global financial markets and a recession or

market correction that could materially affect our business, including the ability of our borrowers or the marketers of products

upon which we derive our royalty income to raise capital in order to fund their operations during the pandemic, and the value

of our common stock.

COVID-19 outbreak may disrupt our operations through its impact on our employees, our portfolio companies and their businesses,

and certain industries in which our portfolio companies operate.

Disruptions to our partner companies may impair their ability

to fulfill their obligations to us and could result in increased risk of delinquencies, defaults, declining collateral values

associated with our existing loans, and impairments or losses on our loans.

are continuously monitoring our own operations and intend to take appropriate actions to mitigate the risks arising from the COVID-19

pandemic, but there can be no assurances that we will be successful in doing so.

To the extent we are able to obtain information

about and maintain communications with our customers, suppliers, vendors and other business partners, we will seek to minimize

disruptions to our Pharmaceutical Development segment’s supply chain.

The ultimate extent of the effects of the COVID-19

pandemic on us is highly uncertain and will depend on future developments which cannot be predicted.

Related to Finance Receivables Segment

Currently, we have a limited

number of assets, which subjects our aggregate returns, and the value of our common stock, to a greater risk of significant loss

if any of our debt or equity securities declines in value or if any of our royalty investments substantially underperforms our

expectations.

total investment in companies may be significant individually or in the aggregate.

A consequence of our currently limited number

of assets in our Finance Receivables segment is that the aggregate returns we realize may be significantly adversely affected

if one or more of our significant partner company investments perform poorly or if we need to write down the value of any one

significant investment, which may be more severe than if we had made smaller investments in more companies.

Our financial results

could be materially adversely affected if these portfolio companies or any of our other significant portfolio companies encounter

financial difficulty and fail to repay their obligations or to perform as expected.

Related to Our Business and Structure

dependent upon our key management personnel for our future success.

depend on the diligence, skill and network of business contacts of our senior management and their access to the investment professionals

and the information and deal flow generated by these investment professionals in the course of their investment and portfolio

management activities.

Our senior management team evaluates, negotiates, structures, closes, monitors and services our investments.

Our success depends to a significant extent on the continued service of this senior management team, in particular, Winston L.

Black, Chief Executive Officer.

His departure could have a material adverse effect on our ability to achieve our business objectives.

In addition, we have very few employees, so the loss of any employee could be disruptive to our business.

In addition, if members

of our key management team were to be affected by COVID-19, this could significantly impair our ability to execute our business.

We are taking precautions to protect the safety and well-being of our employees, including enhancing our standard operating procedures

at Enteris to provide for additional cleaning and hygiene measures, as well as, social distancing.

However, no assurance can be

given that the steps being taken will be adequate or deemed to be appropriate, nor can we predict the level of disruption which

will occur to our employees’

ability to service the finance receivables portfolio or Enteris’

regarding the Companys risk factors appears in Part I.

Risk Factors of our Annual Report

on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021.

Below are material changes from

the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Our board of directors intends to form a strategic review committee

to explore strategic alternatives.

On May 17, 2021, we issued a

press release announcing the intention of our board of directors to form a strategic review committee to identify, review and explore

strategic alternatives with a view to enhancing stockholder value.

We also announced the withdrawal of the previously-announced

proposal submitted by funds affiliated with Carlson Capital, L.P.

to acquire our loan and royalty assets.

Our board of directors has not

made any decision to enter into any transaction at this time, and there can be no assurance that the exploration of strategic alternatives

will result in any transaction being announced or agreed upon.

We have not set a timetable for the exploration of strategic alternatives,

and we do not intend to comment on the strategic process any further until our board of directors and the strategic committee have approved

a specific transaction or as we otherwise determine to be appropriate or required by law.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

UPON SENIOR SECURITIES.

SAFETY DISCLOSURES.

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-Q

Item 1A. Risk Factors