Item 1A. Risk Factors
Item 1A. Risk factors
Our business, financial condition and operating results can be affected
by a number of factors, whether currently known or unknown, including but not limited to those described in Part I, Item 1A of the 2024
10-K Report under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause our actual financial
condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any
of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and
stock price. Except as set forth below, there have been no material changes to our risk factors since the 2024 10-K Report.
Our revenue, results of operations and financial position could
be affected by our ongoing disputes with Mayne Pharma.
We and Mayne Pharma are disputing the allowance calculation for payer
rebates and wholesale distributor fees pursuant to the Mayne Transaction Agreement. This dispute commenced in February 2024 after Mayne
Pharma provided us with calculations that significantly differed from our estimates. We are also disputing the allowance for returns as
Mayne Pharma’s calculations significantly differ from our estimates. On April 8, 2025, we filed a lawsuit against Mayne Pharma in
the United States District Court for the District of Delaware (the “Mayne Lawsuit”) seeking damages for breach of contract,
breach of the implied covenant of good faith and fair dealing, fraudulent inducement, and unjust enrichment related to Mayne Pharma’s
actions in relation to the License Agreement and the Transaction Agreement, primarily relating to the net working capital allowances and
certain actions or inactions by Mayne Pharma relating thereto. On June 20, 2025, we filed an amended complaint against Mayne Pharma and
on July 22, 2025, Mayne Pharma filed a motion to dismiss the Mayne Lawsuit.
On May 30, 2025, Mayne Pharma filed a lawsuit against us in the United
States District Court for the District of Delaware (the “Mayne Countersuit” and, together with the Mayne Lawsuit, the “Mayne
Lawsuits”) seeking damages for breach of contract and fraudulent inducement related to the Transaction Agreement. On July 28, 2025,
we filed a motion to dismiss the Mayne Countersuit. The outcome of the disputes is uncertain and can lead to unforeseen losses. These
ongoing disputes may adversely affect our revenue, results of operations and financial position and therefore our ability to continue
as a going concern.
Item 2. Unregistered sales of equity securities and use of proceeds
None.
Item 3. Defaults upon senior securities
None.
Item 4. Mine safety disclosures
None.
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