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Item 7. Management’s Discussion and Analysis

2025-03-20 compared with 2024-03-20 · 213 added, 348 removed, 63 unchanged (90% of the section changed)

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis should be read in conjunction with our financial statements and the related notes included elsewhere

in this Annual Report.

Statements below regarding future events or performance are “forward-looking statements” within the

meaning of the Private Securities Litigation Reform Act of 1995.

Our actual results could be quite different from those expressed or

implied by the forward-looking statements.

Factors that could affect results are discussed more fully under the sections entitled “Risk

Factors, ” and ”Special Note Regarding Forward-Looking Statements” as revised and supplemented by those risks described

from time to time in other reports which we file with the SEC.

Although forward-looking statements help to provide complete information

about us, readers should keep in mind that forward-looking statements may not be reliable.

Readers are cautioned not to place undue reliance

on the forward-looking statements.

We undertake no duty to update any forward-looking statements made herein after the date of this Annual

have organized our operations into two segments:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements and the related notes included elsewhere in this Annual Report.

Statements below regarding future events or performance are “forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

Our actual results could be quite different from those expressed or implied by the forward-looking statements.

Factors that could affect results are discussed more fully under the sections entitled “Risk Factors, ” and ”Special Note Regarding Forward-Looking Statements” as revised and supplemented by those risks described from time to time in other reports which we file with the SEC.

Although forward-looking statements help to provide complete information about us, readers should keep in mind that forward-looking statements may not be reliable.

Readers are cautioned not to place undue reliance on the forward-looking statements.

We undertake no duty to update any forward-looking statements made herein after the date of this Annual Report.

We have organized our operations into two segments:

Finance Receivables and Pharmaceutical Development.

These segments reflect the way we

evaluate our business performance and manage our operations.

Please refer to Part I, Item 1, Business and Part II, Item 8, Financial

Statements , Notes 1 and 11 of the notes to the consolidated financial statements for further information regarding segment information.

With an effective date of January 1, 2024, we entered into an exclusive

option and asset purchase agreement with Aptar on March 14, 2024 which granted Aptar an exclusive option to acquire certain of Enteris’

assets related to its business of providing good manufacturing practice (GMP) manufacturing and clinical supply services through Phase

1 and 2 to third parties, subject to certain exclusions.

Aptar must exercise the option by or before January 1, 2026.

Please refer to

Part II, Item 8, Financial Statements , Note 13 of the notes to the consolidated financial statements for further information regarding

the Option and Asset Purchase Agreement with Aptar.

Receivables Portfolio Overview

tables below provide an overview of our outstanding transactions as of, and for the year ended, December 31, 2023 (in thousands, except

rate, share and per share data):

These segments reflect the way we evaluate our business performance and manage our operations.

Please refer to Part I, Item 1, Business and Part II, Item 8, Financial Statements , Notes 1 and 13 of the notes to the consolidated financial statements for further information regarding segment information.

With an effective date of January 1, 2024, we entered into an exclusive Option and Asset Purchase Agreement with a strategic partner on March 14, 2024, which granted the strategic partner an exclusive option to acquire certain of Enteris’ assets related to its business of providing good manufacturing practice (GMP) manufacturing and clinical supply services through Phase 1 and 2 to third parties, subject to certain exclusions.

The strategic partner must exercise the Option by or before January 1, 2026.

As of December 31, 2024, Enteris is classified as held for sale as the Option is expected to be exercised within the next 12-months.

Please refer to Part II, Item 8, Financial Statements , Note 13 and Note 7 of the notes to the consolidated financial statements for further information regarding the Option and Asset Purchase Agreement with the strategic partner and held for sale classification.

Finance Receivables Portfolio Overview

The tables below provide an overview of our outstanding transactions as of, and for the year ended, December 31, 2024 (in thousands, except rate, share and per share data):

Royalty Purchases Licensed Technology Funded Amount GAAP Balance Revenue Recognized

Besivance® (1)

Ophthalmic antibiotic $ 6,000 $ — $ 29

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Oncology diagnosis 5,784 2,347 —

Coflex®/Kybella®

Spinal stenosis/submental fullness

Coflex®/Kybella® Spinal stenosis/submental fullness 4,350 3,053 246

NSAID migraine treatment 8,500 — 420

Japanese Women’s health/cystic

Duo Royalty Japanese Women's health/cystic fibrosis 15,353 11,231 2,346

Flowonix Medical, Inc.

Drug delivery device 12,455 8,433 —

Depressive disorder treatment

Forfivo XL® Depressive disorder treatment 6,000 1,267 1,239

Ideal Implant, Inc.

Aesthetics 4,025 3,050 —

Immune Globulin Immune Globulin Therapeutics 14,100 11,685 1,729

Diabetic macular edema 16,501 15,865 1,774

Immune Globulin Portfolio

Immune Globulin Therapeutics

Relief Rare Disease Portfolio 7,701 8,005 490

Veru, Inc (7)

Women's health 10,000 — 582

Acer Therapeutics, Inc.

Term Loans Type Maturity Date Principal GAAP Balance Rate Revenue Recognized

First lien 6/30/25 $ 23,736 $ 26,482 11.3 % $ 4,722

First lien 3/21/27 8,478 8,635 11.2 % 1,895

BIOLASE, Inc.

First lien 5/31/25 1,000 1,000 10.3 % 916

Biotricity, Inc.

CDMO Manufacturer

First lien 2/15/27 14,446 14,749 11.5 % 2,387

CDMO Manufacturer First lien 9/13/27 5,000 5,298 13.3 % 806

First lien 8/10/27 21,045 23,944 12.0 % 3,767

Epica International, Inc.

First lien 7/23/24 — — 11.5 % 957

Eton Pharmaceuticals, Inc.

Journey Medical Corporation

First lien 12/17/27 30,000 28,925 12.1 % 900

First lien 7/1/27 — — 12.8 % 8

Journey Medical Corporation First lien 12/27/27 25,000 24,964 12.8 % 2,611

MedMinder Systems, Inc.

First lien 8/18/28 22,500 22,774 12.3 % 2,884

MolecuLight, Inc.

First lien 12/29/27 10,881 11,930 12.8 % 2,617

Nicoya Lifesciences, Inc.

NeoLight, LLC

Shield Therapeutics, Plc

Trio Healthcare Ltd.

Marketable Investments

First lien 11/30/26 6,000 6,144 12.8 % 1,039

NeoLight, LLC First lien 2/15/26 5,000 5,250 13.5 % 992

Shield Therapeutics, Plc First lien 9/28/28 20,000 19,670 14.3 % 3,296

SKNV First lien 11/15/28 15,997 16,378 12.0 % 2,059

Triple Ring First lien 12/6/28 8,000 7,930 12.0 % 76

Marketable Investments Number of Shares Funded Amount GAAP Balance Change in Fair Value

Secured Royalty Financing (Marketable Investment) (2), (3)

Epica International, Inc.

Sincerus Pharmaceuticals, Inc.

Warrants to Purchase Stock

Acer Therapeutics, Inc.

Acerus Pharmaceuticals Corporation

N/A $ 3,000 $ 21 $ —

AOTI Common Stock (8)

402,634 N/A 559 (85)

EyePoint Pharmaceuticals — N/A — (181)

Warrants to Purchase Stock Number of Shares Exercise Price per Share GAAP Balance Change in Fair Value

TBD $ — $ — $ —

Aziyo Biologics, Inc.

Tranche 1 157,895 6.65 353 70

Aziyo Biologics, Inc.

BIOLASE, Inc.

Tranche 2 30,075 6.65 67 13

Biotricity, Inc.

Tranche 1 9,589 37.56 2 (2)

Biotricity, Inc.

Tranche 2 600,000 0.50 163 (5)

CDMO Manufacturer 211,442 1.42 — —

CeloNova BioSciences, Inc.

DxTerity Diagnostics, Inc.

2,019,231 — — —

Epica International, Inc.

Eton Pharmaceuticals, Inc.

Tranche 1 51,239 5.86 424 327

Eton Pharmaceuticals, Inc.

Tranche 2 18,141 6.62 148 111

Eton Pharmaceuticals, Inc.

Tranche 3 289,736 5.32 3,008 1,936

EyePoint Pharmaceuticals, Inc.

40,910 11.00 — 127

EyePoint Pharmaceuticals, Inc.

7,773 19.30 — 22

Shield Warrant (10)

8,910,540 0.14 201 (193)

MedMinder, System, Inc.

Tranche 1 57,859 10.37 — —

MedMinder Systems, Inc.

Tranche 2 14,465 10.37 — —

Neolight, LLC 52,524 7.62 — —

MolecuLight, Inc.

Assets Revenue Recognized

Total gross finance receivables $ 289,009 $ 40,787

1 unchanged sentence

Fair value of warrant assets 4,366 —

Total gross assets/revenues

royalty was paid off during the year ended December 31, 2021.

Total $ 293,955 $ 40,787

(1) US royalty was paid off during the year ended December 31, 2021.

SWK continues to receive insignificant royalties on international sales.

(2) Investment

considered partially impaired.

(3) Investment

on non-accrual.

(4) Investment

was paid off during the year ended December 31, 2023.

(5) Flowonix Medical assets were sold to Algorithm Sciences, Inc.

year ended December 31, 2023.

In exchange for releasing its lien, the Flowonix estate received $2.5M cash and is expected to receive royalties

on sales of two products.

(2) Investment considered partially impaired.

(3) Investment on non-accrual.

(4) Carrying value was paid off during the year ended December 31, 2023.

SWK continues to receive royalties on actual sales.

(5) Flowonix Medical assets were sold to a medical device company during the year ended December 31, 2023.

In exchange for releasing its lien, SWK received cash at close and is expected to receive royalties on sales of two products.

The finance receivable is now classified as a royalty.

July 2023, Ideal Implant assets were sold to an aesthetics company, which

is expected to pay SWK a mid-single digit, capped royalty on implant sales beginning in 2024.

was sold to a third party during the year ended December 31, 2023.

Unless otherwise specified,

our senior secured debt assets generally are repaid by a revenue interest that is charged on a company’s quarterly net sales and

Critical Accounting Policies and

discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which

have been prepared in accordance with U.S.

(6) In July 2023, Ideal Implant assets were sold to an aesthetics company, which is expected to pay SWK a mid-single digit, capped royalty on implant sales.

(7) The Veru royalty was repaid during the year ended 2024.

(8) AOTI warrants exercised and converted to shares.

(9) Investment paid off during the year ended December 31, 2024.

(10) Exercise price is converted from 0.111 British Pound per share.

Unless otherwise specified, our senior secured debt assets generally are repaid by a revenue interest that is charged on a company’s quarterly net sales and royalties.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S.

generally accepted accounting principles ("GAAP").

The preparation of financial

statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,

and related disclosure of contingent assets and liabilities.

On an on-going basis, we evaluate our estimates, including those related

to revenue recognition, stock-based compensation, impairment of finance receivables and long-lived assets, impairment of goodwill and

identifiable intangible assets, valuation of warrants and investments, contingent consideration, income taxes and contingencies and litigation,

among others.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under

the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that

are not readily apparent from other sources.

The preparation of financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

On an on-going basis, we evaluate our estimates, including those related to revenue recognition, stock-based compensation, impairment of finance receivables and long-lived assets, impairment of goodwill and identifiable intangible assets, valuation of warrants and investments, contingent consideration, income taxes and contingencies and litigation, among others.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding

of our consolidated financial statements because they inherently involve significant judgments and uncertainties.

For a discussion of

our significant accounting policies, refer to Note 1 of the notes to the consolidated financial statements in Part II, Item 8, Financial

Statements and Supplementary Data .

for Credit Losses

allowance for credit losses is reviewed for adequacy based on portfolio collateral values and credit quality indicators, including

non-performing assets, evaluation of portfolio diversification and concentration as well as economic conditions to determine the need

for a qualitative adjustment.

We review our finance receivables periodically to determine the probability of loss, and record charge-offs

after considering such factors as delinquencies, the financial condition of obligors, the value of underlying collateral, as well as

third-party credit enhancements such as guarantees.

process of determining the level of the allowance for credit losses requires a high degree of judgment.

Others given the same information

could reach different reasonable conclusions.

The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our consolidated financial statements because they inherently involve significant judgments and uncertainties.

For a discussion of our significant accounting policies, refer to Note 1 of the notes to the consolidated financial statements in Part II, Item 8, Financial Statements and Supplementary Data .

Allowance for Credit Losses

The allowance for credit losses is reviewed for adequacy based on portfolio collateral values and credit quality indicators, including non-performing assets, evaluation of portfolio diversification and concentration as well as economic conditions to determine the need for a qualitative adjustment.

We review our finance receivables periodically to determine the probability of loss, and record charge-offs after considering such factors as delinquencies, the financial condition of obligors, the value of underlying collateral, as well as third-party credit enhancements such as guarantees.

The process of determining the level of the allowance for credit losses requires a high degree of judgment.

Others given the same information could reach different reasonable conclusions.

Finance Receivables

receivables are measured based upon the difference between the recorded investment in each receivable and either the present value of

the expected future cash flows discounted at each receivable’s effective interest rate (the receivable’s contractual interest

rate adjusted for any deferred fees, costs, discount or premium at the date of origination or acquisition) or if a receivable is collateral

dependent, the collateral’s fair value.

When impairment is determined to be probable, the measurement will be based on the fair

value of the collateral.

The determination of impairment involves management’s judgment and the use of market and third party estimates

regarding collateral values.

Valuations of impaired receivables and corresponding impairment affect the level of the reserve for credit

Finance receivables are measured based upon the difference between the recorded investment in each receivable and either the present value of the expected future cash flows discounted at each receivable’s effective interest rate (the receivable’s contractual interest rate adjusted for any deferred fees, costs, discount or premium at the date of origination or acquisition) or if a receivable is collateral dependent, the collateral’s fair value.

When impairment is determined to be probable, the measurement will be based on the fair value of the collateral.

The determination of impairment involves management’s judgment and the use of market and third-party estimates regarding collateral values.

Valuations of impaired receivables and corresponding impairment affect the level of the reserve for credit losses.

Revenue Recognition

Receivables Segment

Finance Receivables segment records interest income on an accrual basis based on the effective interest rate method to the extent that

we expect to collect such amounts.

Incentive fees, if any, are recognized when earned at the end of the relevant performance period,

pursuant to the underlying contract.

Other administrative service revenues are recognized when contractual obligations are fulfilled

or as services are provided.

Pharmaceutical

Development Segment

Pharmaceutical Development segment enters into collaboration and licensing agreements with strategic partners, under which it may exclusively

license rights to research, develop, manufacture and commercialize its product candidates to third parties.

The terms of these arrangements

typically include payment to us of one or more of the following:

Finance Receivables Segment

Our Finance Receivables segment records interest income on an accrual basis based on the effective interest rate method to the extent that we expect to collect such amounts.

Incentive fees, if any, are recognized when earned at the end of the relevant performance period, pursuant to the underlying contract.

Other administrative service revenues are recognized when contractual obligations are fulfilled or as services are provided.

Pharmaceutical Development Segment

Our Pharmaceutical Development segment enters into collaboration and licensing agreements with strategic partners, under which it may exclusively license rights to research, develop, manufacture and commercialize its product candidates to third parties.

The terms of these arrangements typically include payment to us of one or more of the following:

non-refundable, upfront license fees;

3 unchanged sentences

and royalties on net sales of licensed products.

determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, we perform

the following steps:

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, we perform the following steps:

(i) identification of the promised goods or services in the contract;

(ii) determination of whether the promised

goods or services are performance obligations including whether they are distinct in the context of the contract;

(iii) measurement of

the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance

(ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations;

and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

As part of the accounting

for these arrangements, the Company must use its judgment to determine:

(a) the number of performance obligations based on the determination

under step (ii) above;

As part of the accounting for these arrangements, the Company must use its judgment to determine:

(a) the number of performance obligations based on the determination under step (ii) above;

(b) the transaction price under step (iii) above;

identified in the contract for the allocation of transaction price in step (iv) above;

and d) the contract term and pattern of satisfaction

of the performance obligations under step (v) above.

Management uses judgment to determine whether milestones or other variable consideration,

except for royalties, should be included in the transaction price as described further below.

The transaction price is allocated to each

performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance

obligations under the contract are satisfied.

received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in our consolidated balance sheets.

expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current deferred revenue.

Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue,

net of current portion.

(c) the stand‑alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above;

and d) the contract term and pattern of satisfaction of the performance obligations under step (v) above.

Management uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price as described further below.

The transaction price is allocated to each performance obligation on a relative stand‑alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied.

Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in our consolidated balance sheets.

Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current deferred revenue.

Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion.

Fair Value of Financial Instruments

fair value of our financial instruments reflects the amounts that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date (exit price).

Our financial instruments not required to be adjusted to fair value on a recurring basis consist principally of cash, cash equivalents,

and accounts and finance receivables, accounts payable, and accrued expenses.

We believe the carrying amount of cash and accounts and

finance receivable, accounts payable and accrued expenses approximate fair value due to their relatively short maturities.

recognition of certain net deferred tax assets of our reporting entities are dependent upon, but not limited to, the future profitability

of the reporting entity, when the underlying temporary differences will reverse, and tax planning strategies.

Further, management’s

judgment regarding the use of estimates and projections is required in assessing our ability to realize the deferred tax assets relating

to NOL carryforwards, as most of these assets are subject to limited carryforward periods.

will continue to assess the need for a valuation allowance on the deferred tax assets by evaluating both positive and negative evidence

that may exist at each reporting date.

Any adjustments to the deferred tax asset valuation allowance is recorded in the statement of

operations in the period it is determined an adjustment is required.

refer to Note 12 of the notes to the consolidated financial statements in Part II, Item 8, Financial Statements and Supplementary

The fair value of our financial instruments reflects the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

Our financial instruments not required to be adjusted to fair value on a recurring basis consist principally of cash, cash equivalents, and accounts and finance receivables, accounts payable, and accrued expenses.

We believe the carrying amount of cash and accounts and finance receivable, accounts payable and accrued expenses approximate fair value due to their relatively short maturities.

The recognition of certain net deferred tax assets of our reporting entities is dependent upon, but not limited to, the future profitability of the reporting entity, when the underlying temporary differences will reverse, and tax planning strategies.

Further, management’s judgment regarding the use of estimates and projections is required in assessing our ability to realize the deferred tax assets relating to NOL carryforwards, as most of these assets are subject to limited carryforward periods.

We will continue to assess the need for a valuation allowance on the deferred tax assets by evaluating both positive and negative evidence that may exist at each reporting date.

Any adjustments to the deferred tax asset valuation allowance is recorded in the statement of operations in the period it is determined an adjustment is required.

Please refer to Note 14 of the notes to the consolidated financial statements in Part II, Item 8, Financial Statements and Supplementary Data .

Recent Accounting Pronouncements

a discussion of recent accounting pronouncements, refer to Note 1 of the notes to the consolidated financial statements in Part II, Item

8, Financial Statements and Supplementary Data .

For a discussion of recent accounting pronouncements, refer to Note 1 of the notes to the consolidated financial statements in Part II, Item 8, Financial Statements and Supplementary Data .

Results of Operations

This section of this

Annual Report generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022.

Discussion of 2021 items and

year-to-year comparisons between 2022 and 2021 that are not included in this Annual Report can be found in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report

on Form 10-K for the year ended December 31, 2022.

Comparison of the Years Ended

December 31, 2023 and 2022

The following table summarizes the

results of our operations for the years ended December 31, 2023 and 2022:

(in millions)

For the Year Ended

Allowance for credit losses

Interest expense

This section of this Annual Report generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.

Discussion of 2023 items and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Comparison of the Years Ended December 31, 2024 and 2023

The following table summarizes the results of our operations:

(in millions) For the Year Ended

December 31, Change

Revenues $ 45.0 $ 37.8 $ 7.2

Provision for credit losses 12.8 1.9 $ 10.9

Loss on impairment of intangible assets 5.8 — $ 5.8

Impairment of goodwill — 8.4 $ (8.4)

Interest expense 4.7 1.8 $ 2.9

Pharmaceutical manufacturing, research and development expense 2.2 3.4 $ (1.2)

Increase (decrease) in fair value of acquisition-related contingent consideration

Change in fair value of acquisition-related contingent consideration (4.9) (6.3) $ 1.4

Depreciation and amortization expense 1.4 2.6 $ (1.2)

General and administrative expense 11.5 11.2 $ 0.3

Other (expense) income, net

Income tax expense

generated revenues of $37.8 million and $41.5 million for the years ended December 31, 2023 and 2022, respectively.

The $3.7 million decrease

in revenue for the year ended December 31, 2023, consisted mainly of a $4.3 million decrease in Pharmaceutical Development segment revenue

and a $0.9 million increase in Finance Receivables segment revenue.

The decrease in Pharmaceutical Development segment revenue was primarily

due to $5.0 million of milestone revenue related to Enteris’ license agreement ("License Agreement") with Cara Therapeutics, Inc.

("Cara") received during the year ended December 31, 2022, and no similar milestone revenue was recognized during year end December 31,

The $0.9 million increase in Finance Receivables segment revenue was primarily due to $9.0 million increase in interest and fees

earned due to funding new and existing loans and a $3.8 million increase in interest earned on our finance receivables due to an overall

increase in reference rates.

The increase was partially offset by a net $1.2 million decrease in royalty revenue when compared to the

same period of the previous year and an $10.5 million decrease in interest, royalties and fees earned on finance receivables that were

paid off in 2022.

Allowance for

Credit Losses

allowance for credit losses is established through charges or credits to income in the form of the provision in order to bring our allowance

for credit losses for loans and unfunded commitments to a level deemed appropriate by management.

We recognized Allowance for credit loss

expense of $1.9 million and $3.5 million during the years ended December 31, 2023 and 2022, respectively (please refer to Part II, Item

8, Financial Statements and Supplementary Data, Note 3 of the notes to the consolidated financial statements for further information on

the allowance for credit losses).

Other income, net 6.8 — $ 6.8

Income tax expense (benefit) 4.9 (1.3) $ 6.2

Net income 13.5 15.9 $ (2.4)

Revenues increased to $45.0 million for the year ended December 31, 2024 from $37.8 million for the year ended December 31, 2023.

The $7.2 million increase in revenue for the year ended December 31, 2024 consisted of a $4.8 million increase in Finance Receivables segment revenue and a $2.4 million increase in Pharmaceutical Development segment revenue.

The $4.8 million increase in Finance Receivables segment revenue was primarily due to a $8.2 million increase in interest and fees earned due to funding new and existing loans offset by $2.5 million decrease in interest, fees and royalties earned on finance receivables that were paid off during the period.

The increase in the Pharmaceutical Development segment was primarily due to the strategic partner collaboration agreement.

Provision for Credit Losses

Our provision for credit losses is established through charges or credits to income in the form of the provision in order to bring our allowance for credit losses for loans and unfunded commitments to a level deemed appropriate by management.

We recognized a net provision for credit losses of $12.8 million and $1.9 million for the years ended December 31, 2024 and 2023, respectively.

Most of the change was related to a $8.1 million impairment on the Trio loan and $2.2 million impairment on the Exeevo loan that were included within the provision for credit losses during the year ended December 31, 2024.

Impairment of Goodwill

We recognized a $8.4 million impairment charge during the year ended December 31, 2023.

As part of the Company's annual goodwill impairment analysis, the Company elected to bypass the qualitative goodwill impairment assessment and proceed directly with a quantitative assessment.

The goodwill impairment test concluded that the fair value of the Company's Pharmaceutical Development reporting unit did not exceed the carrying amount and the Company recognized an impairment.

Interest Expense

Interest expense consists

of interest accrued on our revolving line of credit, 9.00% Senior Notes due 2027 (“Notes”), unused line of

credit and maintenance fees, as well as amortization of debt issuance costs.

Interest expense increased to $1.8 million for the year

ended December 31, 2023 from $0.3 million for the year ended December 31, 2022.

This increase in interest expense was mainly due to issuing

approximately $32.9 million of Notes in an underwritten public offering in October of 2023.

Additionally,

during the year ended December 31, 2023 there was acceleration of debt issuance costs related to the Prior Credit Agreement with Cadence

Bank, as well as interest expense incurred on both the Prior Credit Agreement and the new Credit Agreement with First Horizon Bank.

Note 6 for further information on the Notes, new Credit Agreement, and Prior Credit Agreement.

Impairment of

recognized a $8.4 million impairment charge during the year ended December 31, 2023.

As part of the Company’s annual goodwill impairment

analysis, the Company elected to bypass the qualitative goodwill impairment assessment and proceed directly with a quantitative assessment.

The goodwill impairment test concluded that the fair value of the Company’s Pharmaceutical Development reporting unit did not exceed

the carrying amount and the Company recognized an impairment charge of $8.4 million and reduced the goodwill balance to $0.

to Note 2 for further information.

Pharmaceutical

Manufacturing, Research and Development Expense

Pharmaceutical

manufacturing, research and development expense decreased from $7.0 million for the year ended December 31, 2022 to $3.4 million for

the year ended December 31, 2023.

The $3.6 million decrease was primarily due to a reduction in headcount, as well as a reduction in

research and development and clinical trial expenditures.

Change in Fair Value of Contingent

Consideration

recognized a $6.3 million gain from the change in fair value of acquisition-related contingent consideration during the year ended December

31, 2023 and recognized a $5.2 million loss in 2022.

The contingent consideration is the earnout related to the 2019 acquisition of Enteris

and sharing of certain milestone and royalties due to Enteris pursuant to the License Agreement with Cara for oral formulation rights

to Enteris' Peptelligence® technology to develop and commercialize Oral KORSUVA™ in any indication worldwide, excluding South

Korea and Japan (please refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 7 of the notes to the consolidated

financial statements for further information on contingent consideration).

The carrying amount of the liability may fluctuate significantly,

and actual amounts paid may be materially different from the estimated value of the liability.

and Amortization

and amortization expense for the year ended December 31, 2023 and 2022 was $2.6 million.

Amortization expense is aligned with the expected

future cash flows of the intangible assets.

General and Administrative

and administrative expenses consist primarily of compensation, including stock-based compensation and related costs for management, staff

Interest expense consists of interest accrued on our revolving line of credit, 9.00% Senior Notes due 2027, unused line of credit and maintenance fees, as well as amortization of debt issuance costs.

Interest expense increased to $4.7 million for year ended December 31, 2024 from $1.8 million for the year ended December 31, 2023.

The $2.9 million increase in interest expense was mainly due to issuing approximately $32.9 million of Notes in an underwritten public offering in October of 2023.

Pharmaceutical Manufacturing, Research and Development Expense

Pharmaceutical manufacturing, research and development expense decreased from $3.4 million for the year ended December 31, 2023 to $2.2 million for the year ended December 31, 2024.

The $1.2 million decrease was primarily due to a reduction in research and development and clinical trial expenditures related to cancelled projects during the period.

Change in Fair Value of Contingent Consideration

We recognized gains of $4.9 million and $6.3 million from the change in fair value of acquisition-related contingent consideration during the years ended December 31, 2024 and 2023, respectively.

The contingent consideration is the earnout related to the 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to a license agreement ("License Agreement") with Cara Therapeutics, Inc.

("Cara") for oral formulation rights to Enteris' technology to develop and commercialize Oral KORSUVA™ in any indication worldwide, excluding South Korea and Japan.

During the year ended December 31, 2024, it was determined the milestones and royalties pursuant to the License Agreement would not be realized as a result of non-viability of the product covered by the License Agreement.

Accordingly, the Company concluded that the liability for contingent consideration, previously held at its estimated fair value of $4.9 million, should be $0.

Depreciation and Amortization Expense

The $1.2 million decrease in depreciation and amortization expense for the year ended December 31, 2024 primarily consists of a decrease in amortization expense related to no longer amortizing intangible assets related to the Cara license as the intangible assets were fully impaired during the year.

Amortization expense is aligned with the expected future cash flows of the intangible assets.

See Note 3 for more information on the impairment of the Cara license.

General and Administrative Expense

General and administrative expenses consist primarily of compensation, stock-based compensation and related costs for management, staff and Board;

legal and audit expenses;

and corporate governance expenses.

General and administrative expenses decreased to $11.2 million

for the year ended December 31, 2023 from $13.0 million for the year ended December 31, 2022.

The $1.8 million decrease was primarily

driven by a one-time severance payment of $1.1 million paid to the former CEO during the three months ended September 30, 2022;

million decrease in one-time professional fees and other expense related to corporate strategic planning;

and a net $0.5 million decrease

in Pharmaceutical Development segment operational expenses due to a reduction in headcount and business development expense.

was partially offset by a $0.6 million increase in salaries and wages for the Finance Receivables segment due to additional headcount

and annual pay increases.

(Expense) Income, Net

expense, net for the year ended December 31, 2023 was approximately $36.9 thousand which consisted of a realized loss of $0.8 million

from the write off of warrants and a net aggregate fair market value loss of approximately $54.4 thousand on our warrant derivatives.

This was offset by a $0.8 million gain from the remeasurement of foreign currency transactions into our functional currency.

Other income,

net for the year ended December 31, 2022 reflected a net aggregate fair market value gain of $0.4 million on our warrant derivatives

and a net fair value loss $0.5 million on the change in fair value of our Bioventus and Harrow common stock.

Additionally,

a realized loss $0.2 million was reflected on the sale of our Bioventus and Harrow common stock, in addition to a $0.2 million

loss from the remeasurement of foreign currency transactions into our functional currency, net of changes in fair value of the foreign

currency forward contract.

Tax (Benefit) Expense

During the years ended December 31, 2023 and 2022, we recognized income tax benefit of $1.3 million and $4.0 million, respectively.

The $2.7 million

decrease in income tax benefit is mainly the result of releasing the valuation allowance against deferred tax assets.

As of December 31, 2023 and 2022, our cumulative gross deferred tax assets were $28.4 million and $33.1 million, respectively.

Based on historical

and expected future operating performance, we concluded that it was more likely than not that we will not be able to realize the full

benefit of the U.S.

federal and state deferred tax assets in the future.

The valuation allowance against deferred tax assets was $0 and

$6.7 million as of December 31, 2023 and 2022, respectively.

As of December 31, 2023, we believe it is more likely than not that we will

realize approximately $28.3 million of benefit from the U.S.

federal and state deferred tax assets in the future.

As of December 31, 2023, we had NOLs for federal income tax purposes of $87.7 million.

The federal NOL carryforwards, if not offset

against future income, will expire by 2037.

Approximately $6.9 million of the $87.7 million can be carried forward indefinitely.

We also had federal research credit carryforwards of $3.0 million.

The federal federal research credits begin to expire in 2023 and

will fully expire by 2042.

and Capital Resources

As of December 31, 2023, we had $5.2 million in cash, cash equivalents and restricted cash, compared to $6.2 million as of December 31, 2022.

The primary driver of the $0.9 million decrease in our cash balance was $55.8 million of interest, fees, principal and royalty payments

received on our finance receivables, a $9.9 million net increase on our credit facility, a $0.9 million increase in Enteris revenue receipts,

and $33.0 million cash received from the issuance of Senior Notes.

The increase in cash and cash equivalents was offset by $74.1 million

of investment funding, net of deferred fees and origination expenses;

payroll, accounts payable and credit facility closing costs of $18.4

and $6.3 million to repurchase shares of the Company’s common stock in the open market.

entered into a new $45.0 million revolving credit facility in June 2023 with First Horizon Bank.

The Credit Agreement provides for one

or more incremental increases not to exceed $80.0 million, subject to the consent of the Agent and each Lender, at any time prior to the

Commitment Termination Date.

On October 10, 2023, the Company entered into a First Amendment to Credit Agreement pursuant to which Woodforest

National Bank was added as a lender under the Credit Agreement for an aggregate commitment of $15.0 million, thereby increasing the aggregate

commitments under the Credit Agreement from $45.0 million to $60.0 million.

As of December 31, 2023, $12.4 million was outstanding under

the new Credit Agreement, and $47.7 million was available for borrowing.

Our Prior Credit Agreement with Cadence Bank was terminated in connection with the establishment of the new Credit Agreement (please refer

to Part II, Item 8, Financial Statements and Supplementary Data, Note 6 of the notes to the consolidated financial statements for further

information regarding the Credit Agreement with First Horizon Bank).

On October 3, 2023,

the Company completed a registered underwritten public offering of $30.0 million of the Notes.

On October 27, 2023, the underwriters

exercised their option to purchase an additional approximately $3.0 million in aggregate principal amount of the Notes.

will mature on January 31, 2027, unless earlier redeemed, and will bear interest at a rate of 9.00 percent per annum, payable quarterly

in arrears on March 31, June 30, September 30 and December 31 of each year and at maturity, commencing on December 31, 2023.

received net proceeds after discounts, commissions, expenses and fees, of approximately $30.6 million.

General and administrative expenses increased to $11.5 million for the year ended December 31, 2024 from $11.2 million for the year ended December 31, 2023.

Other Income, Net

Other income, net increased to $6.8 million for the year ended December 31, 2024.

Other income, net was immaterial for the year ended December 31, 2023.

The $6.8 million increase includes a $2.5 million gain on revaluation related to the Iluvien royalty after a contractual re-negotiation, a $2.4 million increase in unrealized gains on warrants, a $1.1 million gain on asset payoff, and a gain of $0.6 million due to foreign currency transactions.

Income Tax Expense

During the years ended December 31, 2024 and 2023 we recognized $4.9 million income tax expense and $1.3 million of income tax benefit, respectively.

Income tax expense increased period over period due to the release of valuation allowance on deferred tax assets of $6.7 million during the year ended December 31, 2023 and an increase in the Company's effective tax rate to 26.6% as of December 31, 2024 from a benefit of 8.7% for the same period in the prior year.

Liquidity and Capital Resources

As of December 31, 2024, we had $5.9 million in cash and cash equivalents, compared to $4.5 million as of December 31, 2023.

The primary driver of the $1.4 million increase in our cash balance was $88.2 million of interest, fees, principal and royalty payments received on our finance receivables and $5.0 million of cash receipts from pharmaceutical development revenues.

The increase in cash and cash equivalents was partially offset by $64.1 million of investment funding, net of deferred fees and origination expenses, a net credit facility payment of $6.2 million, a payroll and benefits expense of $5.4 million, $10.8 million of payments on accounts payable, and share repurchases of $6.0 million.

We entered into a $45.0 million revolving credit facility in June 2023 with First Horizon Bank.

The Credit Agreement provides for one or more incremental increases not to exceed $80.0 million, subject to the consent of the Agent and each Lender, at any time prior to the Commitment Termination Date.

On October 10, 2023, the Company entered into a First Amendment to Credit Agreement pursuant to which Woodforest National Bank was added as a lender under the Credit Agreement for an aggregate commitment of $15.0 million, thereby increasing the aggregate commitments under the Credit Agreement from $45.0 million to $60.0 million.

As of December 31, 2024, there was $6.2 million outstanding amount under the new Credit Agreement, and $35.6 million was available for borrowing.

The $60.0 million Credit Agreement contains a $5.0 million liquidity covenant, bringing the total amount available for borrowing to $35.6 million.

On October 3, 2023, the Company completed a registered underwritten public offering of $30.0 million of the Notes.

On October 27, 2023, the underwriters exercised their option to purchase an additional approximately $3.0 million in aggregate principal amount of the Notes.

The Notes will mature on January 31, 2027, unless earlier redeemed, and will bear interest at a rate of 9.00% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year and at maturity, commencing on December 31, 2023.

The Company received net proceeds after discounts, commissions, expenses and fees, of approximately $30.6 million.

See Note 8 for more information.

Primary Driver of Cash Flow

ability to generate cash in the future depends primarily upon our success in implementing our Finance Receivable segment business model

of generating income by providing capital to a broad range of life science companies, institutions and inventors, as well as the success

of our Pharmaceutical Development segment.

Our ability to generate cash in the future depends primarily upon our success in implementing our Finance Receivables business model of generating income by providing capital to a broad range of life science companies, institutions and inventors, as well as the success of our Pharmaceutical Development segment.

We generate income primarily from four sources:

Primarily owning or financing through debt investments,

royalties generated by the sales of life science products and related intellectual property;

Receiving interest and other income by advancing

capital in the form of secured debt to companies in the life science sector;

Pharmaceutical development, manufacturing, and

licensing activities;

To a lesser extent, realizing capital appreciation

from equity-related investments in the life science sector.

of December 31, 2023, our finance receivables portfolio contains $274.5 million of net finance receivables and $48,000 of marketable investments.

Primarily owning or financing through debt investments, royalties generated by the sales of life science products and related intellectual property;

Receiving interest and other income by advancing capital in the form of secured debt to companies in the life science sector;

Pharmaceutical development, manufacturing, and licensing activities;

Realizing capital appreciation from equity-related investments in the life science sector.

As of December 31, 2024, our finance receivables portfolio contains $277.8 million of net finance receivables and $0.6 million of marketable investments.

We expect these assets to generate positive cash flows in 2025.

We continuously monitor the short and long-term financial position of

our finance receivables portfolio.

In addition, the majority of our finance receivables portfolio are debt instruments that carry floating

interest rates.

Changes in interest rates, including the levels of the underlying reference rates may affect the interest income for debt

instruments with floating rates.

We continuously monitor the short and long-term financial position of our finance receivables portfolio.

In addition, the majority of our finance receivables portfolio are debt instruments that carry floating interest rates.

Changes in interest rates, including the levels of the underlying reference rates may affect the interest income for debt instruments with floating rates.

We believe we are well positioned to benefit should market interest rates rise in the future.

continue to evaluate multiple attractive opportunities that, if consummated, we believe would similarly generate additional income.

the timing of any investment is difficult to predict, our Finance Receivables segment may not be able to generate positive cash flow

above what our existing assets are expected to produce in 2023.

We do not assume any near-term repayments from borrowers, and as a result,

no assurances can be given that actual results would not differ materially from the statement above.

We continue to evaluate multiple attractive opportunities that, if consummated, we believe would similarly generate additional income.

Since the timing of any investment is difficult to predict, our Finance Receivables segment may not be able to generate positive cash flow above what our existing assets are expected to produce in 2025.

We anticipate near-term repayments from borrowers, however, no assurances can be given that actual results would not differ materially from the statement above.

Off-Balance Sheet Arrangements

the normal course of operations, we engage in a variety of financial transactions that, in accordance with GAAP, are not recorded in

our consolidated financial statements.

These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity

Such transactions are used primarily to manage partner companies’ requests for funding and take the form of loan commitments

and lines of credit.

contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn

upon, the partner company defaults, and the value of any existing collateral becomes worthless.

We use the same credit policies in making

commitments and conditional obligations as we do for on-balance sheet instruments.

of December 31, 2023, we had $5.0 million of unfunded commitments.

Please refer to Part II, Item 8, Financial Statements , Note

7 of the notes to the consolidated financial statements for further information regarding the Company’s commitments and contingencies.

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with GAAP, are not recorded in our consolidated financial statements.

These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk.

Such transactions are used primarily to manage partner companies’ requests for funding and take the form of loan commitments and lines of credit.

The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the partner company defaults, and the value of any existing collateral becomes worthless.

We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.

As of December 31, 2024, we had $5.8 million in unfunded commitments.

Please refer to Item 1., Financial Statements , Note 9 of the notes to the consolidated financial statements for further information regarding the Company’s commitments and contingencies.

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 7. Management’s Discussion and Analysis