UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~September~~December 3031, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-15697

Elite Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its Charter)

Nevada		22-3542636
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

165 Ludlow Avenue Northvale, New Jersey		07647
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 750-2646

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ELTP

OTCQB

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The number of shares outstanding of each of the registrant’s classes of common stock, as of ~~November~~February 1413, ~~2025~~2026:

Common Stock - 1,~~074~~076,~~496~~996,~~422~~442 shares

		PAGE
PART I	FINANCIAL INFORMATION	F-1
ITEM 1.	Financial Statements	F-1
	Condensed Consolidated Balance Sheets as of September 30, 2025 and March 31, 2025 (Unaudited)	F-1
	Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and March 31, 2025	F-1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2025 and 2024 (Unaudited)	F-2
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2025 and 2024 (Unaudited)	F-2
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended September 30, 2025 and 2024 (Unaudited)	F-3
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended December 31, 2025 and 2024 (Unaudited)	F-3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2025 and 2024 (Unaudited)	F-5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2025 and 2024 (Unaudited)	F-5
	Notes to the Unaudited Condensed Consolidated Financial Statements	F-6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
ITEM 3.	Quantitative and Qualitative Disclosure About Market Risk	911
ITEM 4.	Controls and Procedures	911
PART II	OTHER INFORMATION	1113
ITEM 1.	Legal Proceedings	1113
ITEM 1A.	Risk Factors	1113
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1113
ITEM 3.	Defaults Upon Senior Securities	1113
ITEM 4.	Mine Safety Disclosures	1113
ITEM 5.	Other Information	1113
ITEM 6.	Exhibits	1214
SIGNATURES		1315

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	September 30, 2025			March 31, 2025
	December 31, 2025			March 31, 2025
	~~(Unaudited)~~	(Unaudited)
ASSETS
Current assets:
Cash	$	2621,~~617~~094,~~346~~904		$	11,315,385
Accounts receivable, net of allowance for expected credit losses of $1,240,555 and $387,533 respectively		40,871,924			29,207,028
Accounts receivable, net of allowance for expected credit losses of $1,271,875 and $387,533 respectively		48,529,574			29,207,028
Inventory		1825,~~164~~099,~~934~~135			16,240,376
Prepaid expenses and other current assets		~~139~~2,~~494~~066,258			976,358
Total current assets		8596,~~793~~789,~~698~~871			57,739,147
Property and equipment, net of accumulated depreciation of $17,579,504 and $17,028,700 respectively		10,097,979			10,327,245
Property and equipment, net of accumulated depreciation of $17,848,166 and $17,028,700 respectively		10,035,389			10,327,245
Intangible assets		5,637,802			5,637,802
Finance lease - right-of-use asset, net of accumulated depreciation of $740,487 and $501,541 respectively		1,532,547			1,771,494
Finance lease - right-of-use asset, net of accumulated amortization of $866,889 and $508,470 respectively		1,413,074			1,771,494
Operating lease - right-of-use asset		1,~~770~~651,~~693~~592			2,000,284
Deferred income tax asset		1110,~~804~~325,~~166~~353			18,365,748
Other assets:
Restricted cash - debt service for NJEDA bonds		~~463~~467,~~240~~575			453,776
Security deposits		~~147~~91,~~686~~981			91,981
Total other assets		~~610~~559,~~926~~556			545,757
Total assets	$	~~117~~126,~~247~~412,~~811~~637		$	96,387,477
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	36,~~424~~522,~~625~~108		$	2,957,584
Accrued expenses		65,~~152~~547,~~304~~783			3,795,227
Deferred revenue		—			5,556
Bonds payable, current portion, net of bond issuance costs		135,822			125,822
Loans payable, current portion		9591,~~529~~680			120,744
Related party loans payable		—			4,000,000
Lease obligation - finance lease, current portion		~~361~~370,~~723~~047			363,112
Lease obligation - operating lease, current portion		~~503~~519,~~513~~739			472,390
Total current liabilities		1013,~~673~~187,~~516~~179			11,840,435
Long-term liabilities:
Bonds payable, net of current portion and bond issuance costs		~~644~~648,~~470~~015			787,381
Loans payable, net of current portion and loan costs		2,200,343			2,245,743
Loans payable, net of current portion		2,176,938			2,245,743
Lease obligation - finance lease, net of current portion		1957,~~062,473~~555			1,247,621
Lease obligation - operating lease, net of current portion		1,~~292~~157,~~960~~161			1,552,075
Derivative financial instruments - warrants		3927,~~789~~971,~~081~~706			25,199,193
Total long-term liabilities		4432,~~989~~911,~~327~~375			31,032,013
Total liabilities		5546,~~662~~098,~~843~~554			42,872,448
Commitments and Contingencies (Note 9)		-			-
Shareholders’ equity:
Common Stock; par value $0.001; 1,445,000,000 shares authorized; 1,073,463,108 and 1,068,463,108 shares issued as of September 30, 2025 and March 31, 2025, respectively; 1,073,363,108 and 1,068,363,108 shares outstanding as of September 30, 2025 and March 31, 2025, respectively		1,073,467			1,068,467
Common Stock; par value $0.001; 1,445,000,000 shares authorized; 1,074,596,442 and 1,068,463,108 shares issued as of December 31, 2025 and March 31, 2025, respectively; 1,074,496,442 and 1,068,363,108 shares outstanding as of December 31, 2025 and March 31, 2025, respectively		1,074,600			1,068,467
Additional paid-in capital		173,~~704~~838,~~576~~752			173,457,329
Treasury stock; 100,000 shares as of both September 30, 2025 and March 31, 2025, at cost		(306,841	)		(306,841	)
Treasury stock; 100,000 shares as of both December 31, 2025 and March 31, 2025, at cost		(306,841	)		(306,841	)
Accumulated deficit		(~~112~~94,~~886~~292,~~234~~428	)		(120,703,926	)
Total shareholders’ equity		6180,~~584~~314,~~968~~083			53,515,029
Total liabilities and shareholders’ equity	$	~~117~~126,~~247~~412,~~811~~637		$	96,387,477

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

F-1

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	2025			2024			2025			2024
	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2025			2024			2025			2024
Revenue:
Manufacturing fees	$	3631,~~196~~383,~~254~~684		$	1813,~~225~~738,~~190~~131		$	75107,~~974~~357,~~017~~701		$	3650,~~669~~407,~~108~~239
Licensing fees		~~125~~205,~~450~~567			~~655~~626,~~155~~117			~~558~~764,~~784~~351			1,~~014~~640,~~300~~417
Total revenue		3631,~~321~~589,~~704~~251			1814,~~880~~364,~~345~~248			76108,~~532~~122,~~801~~052			3752,~~683~~047,~~408~~656
Cost of manufacturing		2218,~~248~~636,~~671~~076			108,~~682~~244,~~917~~907			3553,~~233~~869,~~798~~874			2129,~~011~~256,~~202~~109
Gross profit		1412,~~073~~953,~~033~~175			86,~~197~~119,~~428~~341			4154,~~299~~252,~~003~~178			1622,~~672~~791,~~206~~547
Operating expenses:
Research and development		1,~~385~~040,~~306~~665			1,~~966~~793,~~094~~803			34,~~060~~100,~~270~~936			45,~~129~~923,~~621~~424
General and administrative		42,~~029~~466,~~199~~336			2,~~273~~724,~~744~~616			79,~~433~~899,~~283~~618			46,~~242~~967,~~898~~514
Non-cash compensation through issuance of stock options		4945,~~918~~096			5270,~~329~~578			~~102~~147,~~247~~343			~~104~~175,~~658~~236
Depreciation and amortization		~~394~~388,~~864~~135			~~420~~432,~~318~~534			~~789~~1,~~750~~177,885			~~846~~1,~~030~~278,564
Total operating expenses		53,~~859~~940,~~287~~232			45,~~712~~021,~~485~~531			1115,~~385~~325,~~550~~782			914,~~323~~344,~~207~~738
Income from operations		89,~~213~~012,~~746~~943			31,~~484~~097,~~943~~810			2938,~~913~~926,~~453~~396			78,~~348~~446,~~999~~809
Other income (expense):
Change in fair value of derivative financial instruments - warrants		711,~~519~~817,~~649~~375			(1211,~~754~~729,~~735~~368	)		(142,~~589~~772,~~888~~513	)		(1527,~~537~~267,~~648~~016	)
Interest expense and amortization of debt issuance costs		(8280,~~470~~204	)		(~~255~~77,~~136~~607	)		(~~241~~321,~~396~~600	)		(~~505~~583,~~917~~524	)
Interest income		483,~~922~~602			5,~~902~~092			993,~~464~~066			1116,~~292~~384
Other income		~~34,500~~—			—51,308			34,500			1263,~~000~~308
Other income (expense), net		711,~~476~~820,~~601~~773			(1311,~~003~~750,~~969~~575	)		(142,~~787~~966,~~320~~547	)		(1627,~~020~~770,~~273~~848	)
Income (loss) before income taxes		1520,~~690~~833,~~347~~716			(910,~~519~~652,~~026~~765	)		1535,~~126~~959,~~133~~849			(819,~~671~~324,~~274~~039	)
Income tax expense		(12,~~987~~239,~~940~~910	)		(1239,~~517,203~~175	)		(79,~~308~~548,~~441~~351	)		(1,~~749~~988,~~182~~357	)
Net income (loss) attributable to common shareholders	$	13,702,407		$	(11,036,229	)	$	7,817,692		$	(10,420,456	)
Net income (loss)	$	18,593,806		$	(10,891,940	)	$	26,411,498		$	(21,312,396	)
Basic net income (loss) per share attributable to common shareholders	$	0.01		$	(0.01	)	$	0.01		$	(0.01	)
Basic net income (loss) per share	$	0.02		$	(0.01	)	$	0.02		$	(0.02	)
Diluted net income (loss) per share attributable to common shareholders	$	0.01		$	(0.01	)	$	0.01		$	(0.01	)
Diluted net income (loss) per share	$	0.01		$	(0.01	)	$	0.02		$	(0.02	)
Basic weighted average Common Stock outstanding		1,~~071~~074,~~897~~115,~~174~~101			1,068,273,108			1,~~070~~071,~~180~~508,~~140~~501			1,068,273,108
Diluted weighted average Common Stock outstanding		1,~~141~~140,~~536~~876,~~381~~178			1,068,273,108			1,~~081~~121,~~817~~540,~~730~~293			1,068,273,108

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

F-2

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(UNAUDITED)

	Shares		Amount		Shares		Amount		Capital		Shares		Amount			Deficit			Equity
	Series J Preferred Stock				Common Stock				Additional Paid-In		Treasury Stock					Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Shares		Amount			Deficit			Equity
Balance as of March 31, 2025		—		—		1,068,463,108	$	1,068,467	$	173,457,329		100,000	$	(306,841	)	$	(120,703,926	)	$	53,515,029
Net loss		—		—		—		—		—		—		—			(5,884,715	)		(5,884,715	)
Non-cash compensation through the issuance of employee stock options		—		—		—		—		52,329		—		—			—			52,329
Balance at June 30, 2025		—	$	—		1,068,463,108	$	1,068,467	$	173,509,658		100,000	$	(306,841	)	$	(126,588,641	)	$	47,682,643
Shares issued pursuant to exercise of employee stock options		—		—		5,000,000		5,000		145,000		—		—			—			150,000
Net income		—		—		—		—		—		—		—			13,702,407			13,702,407
Non-cash compensation through the issuance of employee stock options		—		—		—		—		49,918		—		—			—			49,918
Balance at September 30, 2025		—	$	—		1,073,463,108	$	1,073,467	$	173,704,576		100,000	$	(306,841	)	$	(112,886,234	)	$	61,584,968
Shares issued pursuant to exercise of employee stock options		—		—		1,133,334		1,133		89,080		—		—			—			90,213
Net income		—		—		—		—		—		—		—			18,593,806			18,593,806
Non-cash compensation through the issuance of employee stock options		—		—		—		—		45,096		—		—			—			45,096
Balance at December 31, 2025		—	$	—		1,074,596,442	$	1,074,600	$	173,838,752		100,000	$	(306,841	)	$	(94,292,428	)	$	80,314,083

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

F-3

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(UNAUDITED)

	Series J Preferred Stock				Common Stock				Additional Paid-In		Treasury Stock					Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Shares		Amount			Deficit			Equity
Balance as of March 31, 2024		—	$	—		1,068,373,108	$	1,068,377	$	173,210,549		100,000	$	(306,841	)	$	(116,389,267	)	$	57,582,818
Net income		—		—		—		—		—		—		—			615,773			615,773
Non-cash compensation through the issuance of employee stock options		—		—		—		—		52,329		—		—			—			52,329
Balance at June 30, 2024		—	$	—		1,068,373,108	$	1,068,377	$	173,262,878		100,000	$	(306,841	)	$	(115,773,494	)	$	58,250,920
Balance		—	$	—		1,068,373,108	$	1,068,377	$	173,262,878		100,000	$	(306,841	)	$	(115,773,494	)	$	58,250,920
Net loss		—		—		—		—		—		—		—			(11,036,229	)		(11,036,229	)
Net income (loss)		—		—		—		—		—		—		—			(11,036,229	)		(11,036,229	)
Non-cash compensation through the issuance of employee stock options		—		—		—		—		52,329		—		—			—			52,329
Balance at September 30, 2024		—	$	—		1,068,373,108	$	1,068,377	$	173,315,207		100,000	$	(306,841	)	$	(126,809,723	)	$	47,267,020
Balance		—	$	—		1,068,373,108	$	1,068,377	$	173,315,207		100,000	$	(306,841	)	$	(126,809,723	)	$	47,267,020
Net loss		—		—		—		—		—		—		—			(10,891,940	)		(10,891,940	)
Net income (loss)		—		—		—		—		—		—		—			(10,891,940	)		(10,891,940	)
Non-cash compensation through the issuance of employee stock options		—		—		—		—		70,578		—		—			—			70,578
Balance at December 31, 2024		—	$	—		1,068,373,108	$	1,068,377	$	173,385,785		100,000	$	(306,841	)	$	(137,701,663	)	$	36,445,658
Balance		—	$	—		1,068,373,108	$	1,068,377	$	173,385,785		100,000	$	(306,841	)	$	(137,701,663	)	$	36,445,658

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

F-4

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	2025			2024
	For the Six Months Ended September 30,
	For the Nine Months Ended December 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	726,~~817~~411,~~692~~498		$	(1021,~~420~~312,~~456~~396	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		~~550~~819,~~804~~466			~~622~~936,~~947~~007
Provision for losses on accounts receivable		~~750~~884,~~075~~342			24(15,~~584~~943	)
Amortization of operating leases - right-of-use assets		~~229~~348,~~592~~692			~~266~~323,~~177~~281
Amortization of finance leases - right-of-use assets		~~238~~358,~~946~~419			~~223~~342,~~088~~557
Amortization of debt discount - bonds offering costs		710,~~089~~634			710,~~089~~633
Loss on asset disposal		—			121,481
Change in fair value of derivative financial instruments - warrants		142,~~589~~772,~~888~~513			1527,~~537~~267,~~648~~016
Deferred tax expense		68,~~561~~040,~~582~~395			1,~~317~~471,~~391~~514
Non-cash compensation through the issuance of employee stock options		~~102~~147,~~247~~343			~~104~~175,~~658~~236
Change in operating assets and liabilities:
Accounts receivable		(1220,~~414~~206,~~971~~888	)		(21,~~014~~015,~~838~~232	)
Inventory		(18,~~924~~858,~~558~~759	)		(17,~~234~~227,~~481~~426	)
Prepaid expenses and other current assets		~~836~~(1,~~864~~089,900	)		~~587~~(422,~~233~~088	)
Security deposits		~~(55,705~~—	)		—(367,311	)
Accounts payable		~~467~~3,~~041~~564,525			~~(731~~3,~~026~~126,050	)
Accrued expenses		21,~~357~~752,~~077~~556			~~401~~(1,~~717~~582,734	)
Deferred revenue		(5,556	)		(610,~~667~~000	)
Lease obligations - operating leases		(~~227~~347,~~992~~565	)		(~~205~~313,~~238~~501	)
Net cash provided by operating activities		1914,~~880~~601,~~115~~715			43,~~601~~537,~~307~~608
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(~~321~~527,~~538~~610	)		(870,972	)
Purchase of intangible assets		—			(900,000	)
Proceeds from disposition of property and equipment		—			125,250
Net cash used in investing activities		(~~321~~527,~~538~~610	)		(1,645,722	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of bond principal		(140,000	)		(130,000	)
Payments of related party loans payable		(4,000,000	)		—
Payments on principal on finance lease obligations		(~~186~~283,~~537~~131	)		(~~158~~246,~~179~~142	)
Proceeds from exercise of stock options		~~150~~240,~~000~~213			—
Loan payments		(7097,~~615~~869	)		(~~207~~312,~~413~~554	)
Net cash used in financing activities		(4,~~247~~280,~~152~~787	)		(~~495~~688,~~592~~696	)
Net change in cash and restricted cash		159,~~311~~793,~~425~~318			21,~~459~~203,~~993~~190
Cash and restricted cash, beginning of period		11,769,161			7,539,094
Cash and restricted cash, end of period	$	2721,~~080~~562,~~586~~479		$	98,~~999~~742,~~087~~284
Supplemental disclosure of cash and non-cash transactions:
Cash paid for interest	$	~~128~~156,~~920~~391		$	~~367~~503,~~135~~593
Cash paid for income taxes	$	~~796~~1,~~101~~023,254		$	~~496~~740,262
Finance directors and officers insurance premium	$	—		$	198,457
Recognition of finance lease right of use asset and lease liabilities entered into	$	—		$	153,870
Recognition of operating lease right of use asset and lease liabilities entered into	$	—		$	78,997
Reconciliation of cash and restricted cash
Cash	$	2621,~~617~~094,~~346~~904		$	98,~~554~~293,~~963~~068
Restricted cash - debt service for NJEDA bonds		~~463~~467,~~240~~575			~~444~~449,~~124~~216
Total cash and restricted cash shown in statement of cash flows	$	2721,~~080~~562,~~586~~479		$	98,~~999~~742,~~087~~284

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

F-5

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overview

Elite Pharmaceuticals, Inc. (the “Company” or “Elite”) was incorporated on October 1, 1997 under the laws of the State of Delaware, and its wholly-owned subsidiary Elite Laboratories, Inc. (“Elite Labs”) was incorporated on August 23, 1990 under the laws of the State of Delaware. On January 5, 2012, Elite Pharmaceuticals was reincorporated under the laws of the State of Nevada. Elite Labs engages primarily in researching, developing, licensing, manufacturing, and sales of generic, oral dose pharmaceuticals. The Company is equipped to manufacture controlled-release products on a contract basis for third parties and itself, if and when the product candidates are approved. These products include drugs that cover therapeutic areas for allergy, bariatric, attention deficit, infection, and Parkinson’s disease. Research and development activities are performed with an objective of developing product candidates that will secure marketing approvals from the United States Food and Drug Administration (“FDA”), and thereafter, commercially exploiting such products.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Elite Labs. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on June 30, 2025. The interim results for the ~~six~~nine months ended ~~September~~December 3031, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending March 31, 2026 or for any future periods.

The Company’s significant accounting policies and recent accounting standards are summarized in Note 1 of the Company’s consolidated financial statements for the year ended March 31, 2025. There were no significant changes to these accounting policies during the ~~six~~ nine months ended ~~September~~December 3031, 2025.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Such management estimates and assumptions include, but are not limited to, chargeback liabilities related to revenue recognition, standalone selling price for each distinct performance obligation included in customer contracts with multiple performance obligations, warrant ~~derivative~~ liability, valuation of intangible assets, the useful life of property and equipment and identifiable intangible assets, stock-based compensation expense and income taxes. The Company continually evaluates its estimates, which are based on information that is currently available to the Company and on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Segment Information

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 280 (“ASC 280”), Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

The 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.

The 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 the three and six months ended September 30, 2025 and 2024, the Company has only engaged in business activities in a single operating segment.

F-6

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The 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 the three and nine months ended December 31, 2025 and 2024, the Company has only engaged in business activities in a single operating segment.

There are currently no intersegment revenues. Asset information by operating segment is not presented below since the chief operating decision maker does not review this information by segment. The reporting segments follow the same accounting policies used in the preparation of the Company’s condensed consolidated financial statements. Please see Note 14 for further details.

Revenue Recognition

The 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.

Under ASC 606, Revenue from ~~Contacts~~Contracts with Customers (“ASC 606”), the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenues following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

Nature of goods and services

The following is a description of the Company’s goods and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each, as applicable:

a) Manufacturing Fees

The Company is equipped to manufacture controlled-release products on a contract basis for third parties, if, and when, the products are approved. These products include products using controlled-release drug technology. The Company also develops and markets (either on its own or by license to other companies) generic and proprietary controlled-release pharmaceutical products.

The Company recognizes manufacturing fees related to revenue generated from wholesale customers and from direct sale customers. Wholesalers represent customers that purchase the Company’s products and sell them to end customers such as hospitals, group purchasing organizations, institutions, and pharmacies. Direct sales customers purchase products directly from the Company.

The Company provides for chargebacks to wholesalers for sales to various end-customers to include, but not limited to, hospitals, group purchasing organizations, and pharmacies. Chargebacks represent the difference between the price the wholesaler pays and the price that the end-customer pays for a product. The Company’s estimate for chargebacks is developed based upon management’s assumption of anticipated claims as well as historical information. Chargebacks represent variable consideration within the Company’s contracts and therefore as such, revenue recognized is limited to the amount for which a significant reversal of revenue related to this variable consideration is not probable.

The Company recognizes revenue when the customer obtains control of the Company’s product based on the contractual shipping terms of the contract, at which time the performance obligation is deemed to be completed. The Company is primarily responsible for ensuring that the product is produced in accordance with the related supply agreement, and fulfilling the promise to deliver the product and bearing the risk of loss while the inventory is in-transit to the purchaser or commercial partner. Revenue is measured as the amount of consideration the Company expects to receive from the sale of its products, including Elite-labeled pharmaceutical products, and is recorded at net realizable value which consists of gross amounts invoiced reduced by contractual reductions, including, without limitation, chargebacks, discounts and program rebates, as applicable.

F-7

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

b) License Fees

The Company enters into licensing and development agreements, which may include multiple revenue generating activities, including milestones payments, licensing fees, product sales and services. The Company analyzes each element of its licensing and development agreements in accordance with ASC 606 to determine appropriate revenue recognition. The terms of the license agreement may include payment to the Company of licensing fees, non-refundable upfront license fees, milestone payments if specified objectives are achieved, and/or royalties on product sales.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

The Company recognizes revenue from non-refundable upfront payments at a point in time, typically upon fulfilling the delivery of the associated intellectual property to the customer. For those milestone payments which are contingent on the occurrence of particular future events (for example, payments due upon a product receiving FDA approval), the Company determined that these need to be considered for inclusion in the calculation of total consideration from the contract as a component of variable consideration using the most-likely amount method. As such, the Company assesses each milestone to determine the probability and substance behind achieving each milestone. Given the inherent uncertainty of the occurrence of future events, the Company will recognize revenue from the milestone when there is not a high probability of a reversal of revenue, which typically occurs near or upon achievement of the event.

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.

When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in ASC 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of ~~September 30~~December 31, 2025.

In accordance with ASC 606-10-55-65, royalties are recognized when the subsequent sale of the customer’s products occurs.

Disaggregation of revenue

Revenue is disaggregated by type of revenue generated by the Company. The Company recognizes revenue at a point in time for all performance obligations. During the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, the Company had paused further development of NDAs and has not engaged in business activities in that segment. Accordingly, during the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, the Company has only engaged in business activities in a single operating segment.

Selected information on reportable segments and reconciliation of operating income by segment to income from operations before income taxes are disclosed within Note 14.

Restricted Cash

As of September 30, 2025, and March 31, 2025, the Company had $463,240 and $453,776, of restricted cash, respectively, related to debt service reserve in regard to the New Jersey Economic Development Authority (“NJEDA”) bonds (see Note 6).

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Due to temporary differences in the timing of recognition of items included in income for accounting and tax purposes, deferred tax assets or liabilities are recorded to reflect the impact arising from these differences on future tax payments. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future.

F-8

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Restricted Cash

As of December 31, 2025, and March 31, 2025, the Company had $467,575 and $453,776, of restricted cash, respectively, related to debt service reserve in regard to the New Jersey Economic Development Authority (“NJEDA”) bonds (see Note 6).

Income Taxes

The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.

The Company operates in multiple tax jurisdictions within the United States of America. The Company remains subject to examination in all tax jurisdiction until the applicable statutes of limitation expire. As of ~~September 30~~December 31, 2025, a summary of the tax years that remain subject to examination in our major tax jurisdictions is: United States – Federal, 2021 and forward. The Company did not record unrecognized tax positions for the ~~six~~nine months ended ~~September~~December 3031, 2025.

Earnings (Loss) Per Share ~~Attributable to Common Shareholders’~~

The Company follows ASC 260, Earnings Per Share, which requires presentation of basic and diluted income (loss) per share (“EPS”) on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of Common Stock outstanding during the period. The computation of diluted net income (loss) per share includes the assumed exercise of options and warrants if the effect is dilutive. The assumed exercise of the Series J Warrants was dilutive for the three months ended ~~September 30~~December 31, 2025, and is therefore included in the diluted EPS calculation for that period. However, for the ~~six~~nine months ended ~~September~~December 3031, 2025, the assumed exercise of the Series J Warrants would have an antidilutive effect and is therefore excluded from the diluted EPS calculation.

As the Company was in a net loss position for the three and ~~six~~nine months ended ~~September~~December 3031, 2024, the potential dilution from the Series J Warrants converting into 79,008,661 shares of Common Stock and the stock options converting into 1015,~~640~~760,000 shares of Common Stock for these periods have been excluded from the number of shares used in calculating diluted net income (loss) per share as their inclusion would have been antidilutive. The assumed exercise of the Series J Warrants would have an antidilutive effect for the three and ~~six months~~nine months ended ~~September~~December 3031, 2024.

The following is the computation of net income (loss) per share applicable to common shareholders for the periods indicated:

SCHEDULE OF EARNINGS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

	2025			2024			2025		2024
	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2025			2024			2025		2024
Numerator
Net income (loss) - basic	$	13,702,407		$	(11,036,229	)	$	7,817,692	$	(10,420,456	)
Effect of dilutive instrument on net income		(7,519,649	)		—			—		—
Net income (loss) - diluted	$	6,182,758		$	(11,036,229	)	$	7,817,692	$	(10,420,456	)
Denominator
Weighted average shares of Common Stock outstanding - basic		1,071,897,174			1,068,273,108			1,070,180,140		1,068,273,108
Dilutive effect of stock options and convertible securities		69,639,207			—			11,637,590		—
Weighted average shares of Common Stock outstanding - diluted		1,141,536,381			1,068,273,108			1,081,817,730		1,068,273,108
Net income (loss) per share
Basic	$	0.01		$	(0.01	)	$	0.01	$	(0.01	)
Diluted	$	0.01		$	(0.01	)	$	0.01	$	(0.01	)

F-9

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following is the computation of net income (loss) per share applicable to common shareholders for the periods indicated:

	2025			2024			2025		2024
	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2025			2024			2025		2024
Numerator
Net income (loss) - basic	$	18,593,806		$	(10,891,940	)	$	26,411,498	$	(21,312,396	)
Effect of dilutive instrument on net income		(11,817,375	)		—			—		—
Net income (loss) - diluted	$	6,776,431		$	(10,891,940	)	$	26,411,498	$	(21,312,396	)

Denominator
Weighted average shares of Common Stock outstanding - basic		1,074,115,101			1,068,273,108			1,071,508,501		1,068,273,108

Dilutive effect of stock options and convertible securities		66,761,077			—			50,031,792		—

Weighted average shares of Common Stock outstanding - diluted		1,140,876,178			1,068,273,108			1,121,540,293		1,068,273,108

Net income (loss) per share
Basic	$	0.02		$	(0.01	)	$	0.02	$	(0.02	)
Diluted	$	0.01		$	(0.01	)	$	0.02	$	(0.02	)

Recently Issued Accounting Pronouncements

In 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 the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026. The Company is currently evaluating the impact of adopting this guidance on its disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date (“ASU-2024-03”). ASU 2024-03 requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. ASU 2024-03, as clarified by ASU 2025-01, is effective for public entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the impact that the updated standard will have on the Company’s disclosures within the unaudited condensed consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. The ASU is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a retrospective or modified retrospective basis. Early adoption is permitted. The Company is evaluating the impact that this standard will have on the Company’s unaudited condensed consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU introduces a practical expedient and an accounting policy election to simplify the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The practical expedient allows entities to assume that conditions at the balance sheet date remain unchanged for the asset’s remaining life when preparing forecasts as part of estimating expected credit losses. The ASU is effective for fiscal years beginning after December 15, 2025, and is to be adopted on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its unaudited condensed consolidated financial statements.

F-10

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270)—Narrow-Scope Improvements. The ASU clarifies the scope of interim reporting guidance, reorganizes disclosure requirements for ease of navigation, and introduces a principle requiring disclosure of material events occurring after the last annual reporting period but before interim financial statements are issued. The ASU does not create new disclosure requirements but improves clarity and consistency in presentation. The ASU is effective for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.

Management has evaluated recently issued accounting pronouncements outside of those mentioned above and does not believe that any of these pronouncements will have a significant impact on the Company’s unaudited condensed consolidated financial statements and related disclosures.

NOTE 2. INVENTORY

Inventory consisted of the following:

SCHEDULE OF INVENTORY

	September 30, 2025		March 31, 2025
	December 31, 2025		March 31, 2025
Finished goods	$	56,~~342~~230,~~146~~468	$	4,816,458
Work-in-progress		23,~~262~~645,~~444~~255		1,422,005
Raw materials		1015,~~560~~223,~~344~~412		10,001,913
Inventory	$	1825,~~164~~099,~~934~~135	$	16,240,376

NOTE 3. PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2025			March 31, 2025
	December 31, 2025			March 31, 2025
Land, building and improvements	$	11,649,918		$	11,649,918
Laboratory, manufacturing, warehouse and transportation equipment		15,~~097~~303,~~546~~618			14,776,008
Office equipment and software		373,601			373,601
Furniture and fixtures		556,418			556,418
Property and equipment, gross		27,~~677~~883,~~483~~555			27,355,945
Less: Accumulated depreciation		(17,~~579~~848,~~504~~166	)		(17,028,700	)
Property and equipment, net	$	10,~~097~~035,~~979~~389		$	10,327,245

Depreciation expense was $~~275~~268,~~391~~662 and $~~227~~313,~~356~~060 for the three months ended ~~September~~December 3031, 2025 and 2024, respectively, and $~~550~~819,~~804~~466 and $~~622~~936,~~947~~007 for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, respectively.

F-1011

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4. INTANGIBLE ASSETS

The following table summarizes the Company’s intangible assets as of and for the periods ended ~~September 30~~December 31, 2025 and March 31, 2025:

SCHEDULE OF INTANGIBLE ASSETS

	September 30, 2025
	December 31, 2025
	Estimated Useful Life	Gross Carrying Amount	~~Gross Carrying Amount~~		Additions	~~Additions~~		Impairment losses	~~Impairment losses~~		Accumulated Amortization	~~Accumulated Amortization~~		Net Book Value	~~Net Book Value~~
Patent application costs	-*	$	$289,039	~~289,039~~	$	$—	—	$	$—	—	$	$—	—	$	$289,039	~~289,039~~
ANDA acquisition costs	Indefinite		5,348,763	~~5,348,763~~		—	—		—	—		—	—		5,348,763	~~5,348,763~~
		$	$5,637,802	~~5,637,802~~	$	$—	—	$	$—	—	$	$—	—	$	$5,637,802	~~5,637,802~~

	March 31, 2025
	Estimated Useful Life	Gross Carrying Amount		Additions		Impairment losses			Accumulated Amortization		Net Book Value
Patent application costs	-*	$	289,039	$	—	$	—		$	—	$	289,039
ANDA acquisition costs	Indefinite		6,052,189		900,000		(1,603,426	)		—		5,348,763
		$	6,341,228	$	900,000	$	(1,603,426	)	$	—	$	5,637,802

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 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.

The Company tests its intangible assets for impairment at least annually (as of March 31st) and whenever events or circumstances indicate that impairment may have occurred. Indicators of impairment may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in stock price and market capitalization; a significant adverse change in legal factors or business climate; unanticipated competition; and slower growth rates. No such impairment was recorded during the ~~six~~nine months ended ~~September~~December 3031, 2025 or ~~the six months ended September 30,~~ 2024.

* 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).

F-1112

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5. ACCRUED EXPENSES

As of ~~September~~December 3031, 2025 and March 31, 2025, the Company’s accrued expenses consisted of the following:

SCHEDULE OF ACCRUED EXPENSES

	September 30, 2025		March 31, 2025
	December 31, 2025		March 31, 2025
Co-development profit split	$	42,~~263~~968,~~410~~030	$	2,617,210
Employee bonuses		~~498~~533,~~837~~820		121,885
Income tax		~~268~~802,~~311~~256		340,614
Legal and professional expense		~~279~~394,~~013~~568		55,000
Audit fees		250,000		75,000
Director dues		22,500		22,500
Salaries and fees payable		~~180~~173,~~628~~192		172,655
Other accrued expenses		~~389~~403,~~605~~417		290,363
Accrued interest - related parties		—		100,000
Total accrued expenses	$	65,~~152~~547,~~304~~783	$	3,795,227

NOTE 6. NJEDA BONDS

During August 2005, the Company refinanced a prior 1999 bond issue occurring in 1999 through the issuance of Series A and B Notes new tax-exempt bonds (the “NJEDA Bonds”). The refinancing involved borrowing $4,155,000, evidenced by a 6.5% Series A Note in the principal amount of $3,660,000 maturing on September 1, 2030 and a 9% Series B Note in the principal amount of $495,000 maturing on September 1, 2012. During July 2014, the Company retired all the outstanding Series B Notes, at par, along with all accrued interest due and owed.

In relation to the Series A Notes, the Company is required to maintain a debt service reserve fund. The debt service reserve is classified as restricted cash on the accompanying unaudited condensed consolidated balance sheets. The NJEDA Bonds require the Company to make an annual principal payment on September 1st based on the amount specified in the loan documents and semi-annual interest payments on March 1st and September 1st, equal to interest due on the outstanding principal. The annual interest rate on the Series A Note is 6.5%. The NJEDA Bonds are collateralized by a first lien on the Company’s facility and equipment acquired with the proceeds of the original and refinanced bonds. The bonds mature on September 1, 2030.

The following tables summarize the Company’s bonds payable liability:

SCHEDULE OF BONDS PAYABLE LIABILITY

	September 30, 2025			March 31, 2025
	December 31, 2025			March 31, 2025
Gross bonds payable
NJEDA Bonds - Series A Notes	$	850,000		$	990,000
Less: Current portion of bonds payable (prior to deduction of bond offering costs)		(150,000	)		(140,000	)
Long-term portion of bonds payable (prior to deduction of bond offering costs)	$	700,000		$	850,000
Bond offering costs	$	354,454		$	354,454
Less: Accumulated amortization		(~~284~~288,~~746~~291	)		(277,657	)
Bond offering costs, net	$	6966,~~708~~163		$	76,797
Current portion of bonds payable - net of bond offering costs
Current portions of bonds payable	$	150,000		$	140,000
Less: Bonds offering costs to be amortized in the next 12 months		(14,178	)		(14,178	)
Current portion of bonds payable, net of bond offering costs	$	135,822		$	125,822
Long term portion of bonds payable - net of bond offering costs
Long term portion of bonds payable	$	700,000		$	850,000
Less: Bond offering costs to be amortized subsequent to the next 12 months		(5551,~~530~~985	)		(62,619	)
Long term portion of bonds payable, net of bond offering costs	$	~~644~~648,~~470~~015		$	787,381

F-1213

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Amortization expense was $3,545 and $3,~~545~~544 for the three months ended ~~September~~December 3031, 2025 and 2024, respectively, and $710,~~089~~634 and $710,~~089~~633 for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, respectively. Interest payable was $418,~~604~~417 and $5,363 as of ~~September 30~~December 31, 2025 and March 31, 2025, respectively. Interest expense was $1513,~~329~~812 and $1816,~~200~~088 for the three months ended ~~September~~December 3031, 2025 and 2024, respectively, and $3145,~~417~~229 and $3951,~~785~~783 for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, respectively.

Maturities of bonds for the next five years are as follows:

SCHEDULE OF MATURITIES OF BONDS

Years ending March 31,	Amount
Remainder of 2026	$	—
2027		150,000
2028		160,000
2029		170,000
2030		180,000
Thereafter		190,000
Total	$	850,000

NOTE 7. LOANS PAYABLE

Loans payable consisted of the following:

SCHEDULE OF LOANS PAYABLE

	September 30, 2025			March 31, 2025
	December 31, 2025			March 31, 2025
Mortgage loan payable 4.75% interest and maturing June 2032	$	2,~~290~~268,~~931~~618		$	2,334,163
Equipment and insurance financing loans payable, between 5.99% and 12.02% interest and maturing between July 2024 and October 2025		~~4,941~~—			32,324
Less: Current portion of loans payable		(95,529	)		(120,744	)
Loans payable		—			32,324
Long-term portion of loans payable	$	2,200,343		$	2,245,743
Less: Current portion of loans payable		(91,680	)		(120,744	)
Long-term portion of loans payable	$	2,176,938		$	2,245,743

The interest expense associated with the loans payable was $2827,~~237~~471 and $3331,~~135~~089 for the three months ended ~~September~~December 3031, 2025 and 2024, respectively, and $5784,~~034~~506 and $6899,~~017~~104 for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, respectively.

F-1314

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Loan principal payments for the next five years are as follows:

SCHEDULE OF LOAN PRINCIPAL PAYMENTS

Future principal balances
Years ending March 31,	Amount
Remainder of 2026	$	5022,~~130~~876
2027		92,772
2028		94,433
2029		98,447
2030		103,817
Thereafter		1,856,273
Total remaining principal balance	$	2,~~295~~268,~~872~~618

NOTE 8. RELATED PARTY LOANS

The Company has entered into a collateralized promissory note with individual lenders with rates comparable to the mortgage loan, dated July 1, 2022, provided by East West Bank to the Company but with fewer covenants. 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, President, Chief Executive Officer and Chairman of the Board of Directors of the Company (the “Board”), pursuant to which the Company borrowed funds in the aggregate principal amount of $3,000,000 (the “Hakim Promissory Note”). The Hakim Promissory Note had an interest rate of 9% for the first year and 10% for an optional second year and the proceeds were used for working capital and other business purposes. 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 Note. For the three months ended ~~September~~December 3031, 2025 and 2024, interest expense on the Hakim Promissory Note totaled $0 and $75,000, respectively. For the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, interest expense on the Hakim Promissory Note totaled $50,000 and $~~142~~217,500, respectively, recorded on the unaudited condensed consolidated statements of operations in interest expense and amortization of debt issuance costs. On June 2, 2025, the Hakim Promissory Note was paid in full and no balance was outstanding as of this date.

On June 30, 2023, the Company entered into a collateralized promissory note with Davis Caskey (the “Caskey Promissory Note”). The Caskey Promissory Note had a principal balance of $1,000,000 and an interest rate of 9% for the first year and 10% for an optional second year. The Caskey Promissory Note was subject to the same covenants as are contained in the Hakim Promissory Note. The proceeds will be used for working capital and other business purposes. 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 three months ended ~~September~~December 3031, 2025 and 2024, interest expense on the Caskey Promissory Note totaled $0 and $25,000, respectively. For the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, interest expense on the Caskey Promissory Note totaled $25,000 and $4772,500, respectively, recorded on the unaudited condensed consolidated statements of operations in interest expense and amortization of debt issuance costs. On June 26, 2025, the Caskey Promissory Note was paid in full and no balance was outstanding as of this date.

NOTE 9. COMMITMENTS AND CONTINGENCIES

Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.

On August 17, 2023, Elite filed a paragraph IV certification with its ANDA to generic ~~Oxycontin~~OxyContin® and after Elite got acceptance of the ANDA by the FDA on September 19, 2023, Elite sent the patentee and NDA holder a Notice Letter as required under the Hatch-Waxman Act. On November 14, 2023, a patent infringement suit was filed in the District Court of New Jersey by Purdue Pharma. 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 stay. An amended complaint was filed by Purdue on April 18, 2025. On June 17, 2025 Elite filed a Motion to Dismiss Purdue’s First Amended Complaint and on July 3, 2025 Purdue filed a Second Amended Complaint. Elite filed a Motion to Dismiss Purdue’s ~~Second~~ Second Amended Complaint on August 7, 2025. On September 2, 2025 Purdue filed an Opposition to Defendants’ Motion to Dismiss Plantiffs’ Second Amended Complaint and Cross-Motion to Extend the 30-Month Stay. On September 29, 2025 Elite filed a Reply memorandum in Support of their Motion to Dismiss and in Opposition to Plantiffs’ Cross Motion to Extend the 30-Month Stay.

~~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.~~F-15

As of September 30, 2025, the results of such proceedings cannot be predicted with certainty and are neither probable nor estimable.

F-14

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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.

As of December 31, 2025, the results of such proceedings cannot be predicted with certainty and are neither probable nor estimable.

Operating Leases

The Company entered into an operating lease for office space in North Bay Village, Pompano FL (the “NBV Pompano Office Lease”). The Company took occupancy on October 1, 2024. The NBV Pompano Office Lease has a term of three years, ending on September 30, 2027.

The Company entered into a lease agreement for a portion of a one-story warehouse, located at 144 Ludlow Avenue, Northvale, New Jersey (the “144 Ludlow Ave. Lease”). The lease agreement began on January 22, 2024, and has a term of five years. The 144 Ludlow Ave. Lease will expire on December 31, 2028.

The Company assesses whether an arrangement is a lease or contains a lease at inception. For arrangements considered leases or that contain a lease that is accounted for separately, the Company determines the classification and initial measurement of the right-of-use asset and lease liability at the lease commencement date, which is the date that the underlying asset becomes available for use. The Company has elected to account for non-lease components associated with its leases and lease components as a single lease component.

The Company recognizes a right-of-use asset, which represents the Company’s right to use the underlying asset for the lease term, and a lease liability, which represents the present value of the Company’s obligation to make payments arising over the lease term. The present value of the lease payments is calculated using either the implicit interest rate in the lease or an incremental borrowing rate. Operating leases are included in operating lease right-of-use assets and lease liabilities in the condensed consolidated balance sheets. Lease expense for operating expense payment is recognized on a straight-line basis over the lease term.

Finance Leases

In November 2023, the Company entered into a finance lease for equipment (the “Waters Equipment Lease”). The Waters Equipment Lease is related to lab equipment with an acquisition cost of $499,775, with the Company taking ownership of the asset on December 1, 2023. The Waters Equipment Lease has a term of five years, ending on November 29, 2028. The Company also has the option to purchase the asset at the end of the lease term for the amount of $1, which is probable to be exercised.

In February 2024, the Company entered into a finance lease for warehouse equipment (the “Warehouse Equipment Lease”). The Warehouse Equipment Lease is related to warehouse equipment with an acquisition cost of $37,500, with the Company taking ownership of the asset during February 2024. The Warehouse Equipment Lease has a term of two years, ending in February 2026. The Company ~~also~~had ~~has~~ the option to purchase the asset at the end of the lease term for the amount of $1, which isthe ~~probable~~Company ~~to be~~ exercised.

In February 2024, the Company entered into a finance lease for equipment (the “February 2024 Equipment Lease”). The February 2024 Equipment Lease is related to manufacturing equipment with an acquisition cost of $455,000, with the Company taking ownership of the asset during February 2024. The February 2024 Equipment Lease has a term of five years, ending in February 2029. The Company will retain ownership of the equipment at lease termination.

In March 2024, the Company entered into three separate finance leases for manufacturing assets (the “March 2024 Equipment Leases”). The March 2024 Equipment Leases are related to manufacturing equipment and vault installed at the Company’s facility located at 144 Ludlow Avenue, Northvale NJ with an aggregate acquisition cost of $1.1 million. Each of the separate leases included in the March 2024 Equipment Leases have a term of five years, ending in March 2029. The Company will retain ownership of all related assets at lease termination.

In July 2024, the Company entered into two separate finance leases for manufacturing assets (the “July 2024 Equipment Leases”). The July 2024 Equipment Leases are related to warehouse and laboratory equipment with an aggregate acquisition cost of $153,745. 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.

A lease is classified as a finance lease if any of the following criteria are met: (i) ownership of the underlying asset transfers to the Company by the end of the lease term; (ii) the lease contains an option to purchase the underlying asset that the Company is reasonably expected to exercise; (iii) the lease term is for a major part of the remaining economic life of the underlying asset; (iv) the present value of the sum of lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset; or (v) the underlying asset is of a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease that does not meet any of the criteria to be classified as a finance lease is classified as an operating lease. As the Company expects to exercise the option to purchase the asset at the end of the lease term, the Waters equipment lease was determined to be a finance lease. The finance lease is included on the condensed consolidated balance sheets as Finance lease F- right-of-use asset and Lease obligation - finance lease. The finance lease costs are split between Depreciation and amortization expense related to the asset and interest expense on the lease liability, using the effective rate charged by the lessor. The Company has elected to account for lease and non-lease components separately.16

F-15

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

A lease is classified as a finance lease if any of the following criteria are met: (i) ownership of the underlying asset transfers to the Company by the end of the lease term; (ii) the lease contains an option to purchase the underlying asset that the Company is reasonably expected to exercise; (iii) the lease term is for a major part of the remaining economic life of the underlying asset; (iv) the present value of the sum of lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset; or (v) the underlying asset is of a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease that does not meet any of the criteria to be classified as a finance lease is classified as an operating lease. As the Company expects to exercise the option to purchase the asset at the end of the lease term, the Waters equipment lease was determined to be a finance lease. The finance lease is included on the condensed consolidated balance sheets as Finance lease - right-of-use asset and Lease obligation - finance lease. The finance lease costs are split between Depreciation and amortization expense related to the asset and interest expense on the lease liability, using the effective rate charged by the lessor. The Company has elected to account for lease and non-lease components separately.

Rent expense is recorded on the straight-line basis and in cost of manufacturing in the unaudited condensed consolidated statements of operations. Rent expense is as follows:

Lease	2025		2024		2025		2024
	For the Three Months Ended September 30,				For the Six Months Ended September 30,
	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
Lease	2025		2024		2025		2024
Ludlow-144	$	158,317	$	~~151~~152,~~515~~602	$	~~316~~474,~~634~~951	$	~~303~~455,~~030~~632
Pompano-2311		—		82,~~087~~696		—		1618,~~175~~870
NBV-610		4,562		—7,303		913,~~125~~688		—7,303
Rent expense		4,562		—7,303		913,~~125~~688		—7,303

The table below shows the future minimum rental payments, exclusive of taxes, insurance and other costs:

Years ending March 31,	~~Operating Lease Amount~~	Operating Lease Amount			~~Financing Lease Amount~~	Financing Lease Amount			~~Total~~	Total
Remainder of 2026	$	~~328,934~~$	165,581		$	~~257,773~~$	128,039		$	~~586,707~~$	293,620
2027		~~667,307~~	667,307			~~484,151~~	484,151			~~1,151,458~~	1,151,458
2028		~~666,207~~	666,207			~~479,337~~	479,337			~~1,145,544~~	1,145,544
2029		~~440,159~~	440,159			~~438,045~~	438,045			~~878,204~~	878,204
2030		—	—			~~13,740~~	13,740			~~13,740~~	13,740
Less: interest		~~(306,134~~	)(262,354	)		~~(248,850~~	)(215,710	)		~~(554,984~~	)(478,064	)
Present value of lease payments	$	~~1,796,473~~$	1,676,900		$	~~1,424,196~~$	1,327,602		$	~~3,220,669~~$	3,004,502

The weighted-average remaining lease term and the weighted-average discount rate of our leases were as follows:

	For the Six Months Ended September 30,
	For the Nine Months Ended December 31,
Lease Term and Discount Rate	2025			2024
Remaining lease term (years)
Operating leases		32.19			43.29
Finance leases		3.41			4.31
Discount rate
Operating leases		10.0	%		10.0	%
Finance leases		9.5	%		9.5	%

F-17

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 10. PREFERRED STOCK

Series J convertible preferred stock

On April 28, 2017, the Company created the Series J Convertible Preferred Stock (“Series J Preferred”) in conjunction with the Certificate of Designations. A total of 50 shares of Series J Preferred were authorized, zero shares are issued and outstanding, with a stated value of $1,000,000 per share and a par value of $0.01.

NOTE 11. DERIVATIVE FINANCIAL INSTRUMENTS – WARRANTS

The Company evaluates and accounts for its freestanding instruments in accordance with ASC 815, Accounting for Derivative Instruments and Hedging Activities.

The Company issued warrants, with a term of ten years, to affiliates in connection with an exchange agreement dated April 28, 2017.

The Company has 79,008,661 total warrants to purchase shares of Common Stock outstanding with a weighted average exercise price of $0.1521 as of ~~September 30~~December 31, 2025 and March 31, 2025.

F-16

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As a result of the net cash settlement at the option of the holder, such warrants are classified as liabilities and measured initially and subsequently at fair value. The fair value of the Series J Warrants was calculated using a Black-Scholes model. The following assumptions were used in the Black-Scholes model to calculate the fair value of the Series J Warrants:

	September 30, 2025			March 31, 2025
	December 31, 2025			March 31, 2025
Fair value of the Company’s Common Stock	$	0.~~6401~~4903		$	0.4350
Volatility		7778.3010	%		82.80	%
Initial exercise price	$	0.1521		$	0.1521
Warrant term (in years)		1.63			2.1
Risk free rate		3.6047	%		3.89	%

The changes in warrants (Level 3 financial instruments) measured at fair value on a recurring basis were as follows for the periods ended ~~September 30~~December 31, 2025 and 2024:

Balance at March 31, 2025	$	25,199,193
Change in fair value of derivative financial instruments - warrants		22,109,537
Balance at June 30, 2025		47,308,730
Change in fair value of derivative financial instruments - warrants		(7,519,649	)
Balance at September 30, 2025	$	39,789,081
Change in fair value of derivative financial instruments - warrants		(11,817,375	)
Balance at December 31, 2025	$	27,971,706

Balance at March 31, 2024	$	6,298,008
Change in fair value of derivative financial instruments - warrants		2,782,913
Balance at June 30, 2024		9,080,921
Change in fair value of derivative financial instruments - warrants		12,754,735
Balance at September 30, 2024	$	21,835,656
Change in fair value of derivative financial instruments - warrants		11,729,368
Balance at December 31, 2024	$	33,565,024

F-18

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Measured on a Recurring Basis

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fell:

	Amount at		Fair Value Measurement
			Fair Value Measurement
	Fair Value		Level 1		Level 2		Level 3
	Amount at Fair Value		Level 1		Level 2		Level 3
Balance as of March 31, 2025	$	25,199,193	$	—	$	—	$	25,199,193
Change in fair value of derivative financial instruments - warrants		142,~~589~~772,~~888~~513		—		—		142,~~589~~772,~~888~~513
Balance as of September 30, 2025	$	39,789,081	$	—	$	—	$	39,789,081
Balance as of December 31, 2025	$	27,971,706	$	—	$	—	$	27,971,706

	Amount at		Fair Value Measurement
			Fair Value Measurement
	Fair Value		Level 1		Level 2		Level 3
	Amount at Fair Value		Level 1		Level 2		Level 3
Balance as of March 31, 2024	$	6,298,008	$	—	$	—	$	6,298,008
Change in fair value of derivative financial instruments - warrants		1527,~~537~~267,~~648~~016		—		—		1527,~~537~~267,~~648~~016
Balance as of September 30, 2024	$	21,835,656	$	—	$	—	$	21,835,656
Balance as of December 31, 2024	$	33,565,024	$	—	$	—	$	33,565,024

NOTE 12. STOCK-BASED COMPENSATION

Part of the compensation paid by the Company to employees consists of the granting of options to purchase Common Stock.

Options

Under its 2014 Equity Incentive Plan and 2024 Equity Incentive Plan, the Company did grant and may grant stock options to officers, selected employees, as well as members of the Board 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 shares. 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.

FThe fair value of option awards is estimated on the date of grant using the Black-17Scholes option-pricing model. The exercise price of each award is generally not less than the per share fair value in effect as of that award date. The determination of fair value using the Black-Scholes model is affected by the Company’s share fair value as well as assumptions regarding a number of complex and subjective variables, including expected price volatility, risk-free interest rate and projected employee share option exercise behaviors. The Company estimates its expected volatility by using a combination of historical share price volatilities of similar companies within the Company’s industry. The expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards, since the Company does not have sufficient exercise history to estimate term of its historical option awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

A summary of the activity of Company’s 2024 Equity Incentive plan and prior equity incentive plans for the nine months ended December 31, 2025 is as follows:

SCHEDULE OF STOCK OPTION PLAN

							Weighted Average
	Shares			Weighted Average			Remaining Contractual		Aggregate
	Underlying Options			Exercise Price			Term (in years)		Intrinsic Value
Outstanding at March 31, 2025		15,640,000		$	0.05			7.8	$	6,000,552
Granted		—			—			—	$	—
Exercised		(6,133,334	)		(0.04	)		—	$	—
Expired and Forfeited		—			—			—	$	—
Outstanding at December 31, 2025		9,506,666		$	0.06			7.0	$	4,098,151
Exercisable at December 31, 2025		5,400,000		$	0.06			6.9	$	2,300,759

F-19

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The ~~fair~~aggregate intrinsic value offor ~~option~~outstanding ~~awards~~options is ~~estimated~~calculated onas the ~~date~~difference ofbetween ~~grant using~~ the ~~Black-Scholes option-pricing model. The~~ exercise price of ~~each award~~the isunderlying ~~generally~~awards and ~~not less than~~ the ~~per~~quoted ~~share~~price ~~fair value in effect as~~ of ~~that award date. The determination of fair value using~~ the ~~Black-Scholes~~ ~~model is affected by the~~ Company’s ~~share~~Common ~~fair~~Stock ~~value~~ as ~~well as assumptions regarding a number~~ of ~~complex~~December ~~and subjective variables~~31, ~~including~~2025 ~~expected~~of ~~price~~$0.49 ~~volatility,~~for ~~risk-free~~those ~~interest~~awards ~~rate~~with ~~and~~strike ~~projected~~prices ~~employee~~lower ~~share option exercise behaviors. The Company~~than ~~estimates~~the ~~its~~quoted ~~expected volatility by using a combination of historical share~~ price ~~volatilities~~ of ~~similar companies within~~ the Company’s ~~industry.~~ ~~The~~Common ~~expected~~Stock ~~term~~as of ~~the~~December ~~Company’s~~31, ~~stock~~2025. ~~options~~As ~~for~~of ~~employees~~December ~~has~~31, ~~been~~2025, ~~determined~~there ~~utilizing~~was ~~the “simplified” method for awards~~$80,823 ~~since~~in ~~the Company does not have sufficient exercise history to estimate term of its historical option awards. The~~unrecognized ~~risk~~stock-~~free interest rate is determined by reference to the U.S. Treasury yield curve. Expected dividend yield is zero~~ based oncompensation ~~the~~expense ~~fact~~ that ~~the~~will ~~Company~~be ~~has~~recognized ~~never~~over ~~paid~~a ~~cash~~weighted ~~dividends~~average ~~and~~0.72 ~~does~~year ~~not expect to pay any cash dividends in the foreseeable future~~period.

A summary of the activity of Company’s 2024 Equity Incentive plan and prior equity incentive plans for the six months ended September 30, 2025 is as follows:

SCHEDULE OF STOCK OPTION PLAN

				Weighted		Weighted Average		Aggregate
	Shares			Average		Remaining Contractual		Intrinsic
	Underlying Options			Exercise Price		Term (in years)		Value
Outstanding at March 31, 2025		15,640,000		$	0.05		7.8	$	6,000,552
Granted		—			—		—	$	—
Exercised		(5,000,000	)		0.03		—	$	—
Expired and Forfeited		—			—		—	$	—
Outstanding at September 30, 2025		10,640,000		$	0.06		7.3	$	6,157,816
Exercisable at September 30, 2025		6,400,001		$	0.07		7.2	$	3,678,662

The aggregate intrinsic value for outstanding options is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s Common Stock as of September 30, 2025 of $0.64 for those awards with strike prices lower than the quoted price of the Company’s Common Stock as of September 30, 2025. As of September 30, 2025, there was $125,919 in unrecognized stock-based compensation expense that will be recognized over a weighted average 0.88 year period.

NOTE 13. CONCENTRATIONS AND CREDIT RISK

Revenues

~~Three~~One ~~customers~~customer accounted for approximately 8164% of the Company’s revenues for the ~~six~~nine months ended ~~September~~December 3031, 2025. ~~These three customers accounted for approximately 64%, 9%, and 8% of revenues, respectively.~~

~~Three~~Two customers accounted for approximately 7264% of the Company’s revenues for the ~~six~~nine months ended ~~September~~December 3031, 2024. These ~~three~~two customers accounted for approximately 4241%, ~~22%,~~ and 823% of revenues, respectively.

Accounts Receivable

~~Three~~One ~~customers~~customer accounted for approximately 8870% of the Company’s accounts receivable as of ~~September~~December 3031, 2025. ~~These three customers accounted for approximately 76%, 8%, and 4% of accounts receivable, respectively.~~

Two customers accounted for approximately 7076% of the Company’s accounts receivable as of ~~September~~December 3031, 2024. These two customers accounted for approximately 4647% and 2429% of accounts receivable, respectively.

Purchasing

Three suppliers accounted for approximately 7375% of the Company’s purchases of raw materials for the ~~six~~nine months ended ~~September~~December 3031, 2025. These three suppliers accounted for approximately 3839%, 2120%, and 1416% of purchasing, respectively.

~~Two~~Three suppliers accounted for approximately 6071% of the Company’s purchases of raw materials for the ~~six~~nine months ended ~~September~~December 3031, 2024. These ~~two~~three suppliers accounted for approximately 4339%, 16%, and 1716%, of purchasing, respectively.

NOTE 14. SEGMENT RESULTS

FASB ASC 280-10-50 requires use of the “management approach” model for segment reporting. The management approach is based on the way a company’s management organized segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

FConsolidated loss from operations, which is reported in the accompanying unaudited condensed consolidated statements of operations, is the measure of segment profit or loss that is regularly reviewed by the Chief Operating Decision Maker (“CODM”). The Company’s CODM is the President and Chief Executive Officer. This enables the CODM to assess the overall level of available resources and determine how best to deploy these resources across research and development projects in line with the long-18term company-wide strategic goals. The reporting segments follow the same accounting policies used in the preparation of the Company’s unaudited condensed consolidated financial statements.No

The following represents selected information for the Company’s reportable segments:

	2025		2024		2025		2024
	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
	2025		2024		2025		2024
Operating Income by Segment
ANDA	$	11,912,510	$	4,325,538	$	50,151,242	$	16,868,123
Operating income by Segment	$	11,912,510	$	4,325,538	$	50,151,242	$	16,868,123

The Company notes that there was no revenue related to the NDA segment for the three and nine months ended December 31, 2025 and 2024.

F-20

ELITE PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Consolidated loss from operations, which is reported in the accompanying unaudited condensed consolidated statements of operations, is the measure of segment profit or loss that is regularly reviewed by the Chief Operating Decision Maker (“CODM”). The Company’s CODM is the President and Chief Executive Officer. This enables the CODM to assess the overall level of available resources and determine how best to deploy these resources across research and development projects in line with the long-term company-wide strategic goals. The reporting segments follow the same accounting policies used in the preparation of the Company’s unaudited condensed consolidated financial statements.

The following represents selected information for the Company’s reportable segments:

SCHEDULE OF SELECTED INFORMATION FOR REPORTABLE SEGMENTS

	2025		2024		2025		2024
	For the Three Months Ended September 30,				For the Six Months Ended September 30,
	2025		2024		2025		2024
Operating Income by Segment
ANDA	$	12,687,727	$	6,231,334	$	38,238,733	$	12,542,585
Operating income by Segment	$	12,687,727	$	6,231,334	$	38,238,733	$	12,542,585

The Company notes that there was no revenue related to the NDA segment for the three and six months ended September 30, 2025 and 2024.

The table below reconciles the Company’s operating income by segment to income before income taxes as reported in the Company’s condensed consolidated statements of operations:

	2025			2024			2025			2024
	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2025			2024			2025			2024
Operating income by segment	$	1211,~~687~~912,~~727~~510		$	64,~~231~~325,~~334~~538		$	3850,~~238~~151,~~733~~242		$	1216,~~542~~868,~~585~~123
Corporate unallocated costs		(42,~~029~~466,~~199~~336	)		(2,~~273~~724,~~744~~616	)		(79,~~433~~899,~~283~~618	)		(46,~~242~~967,~~898~~514	)
Interest income		483,~~922~~602			5,~~902~~092			993,~~464~~066			1116,~~292~~384
Interest expense and amortization of debt issuance costs		(8280,~~470~~204	)		(~~255~~77,~~136~~607	)		(~~241~~321,~~396~~600	)		(~~505~~583,~~917~~524	)
Depreciation and amortization expense		(~~394~~388,~~864~~135	)		(~~420~~432,~~318~~534	)		(~~789~~1,~~750~~177,885	)		(~~846~~1,~~030~~278,564	)
Non-cash compensation through issuance of stock options		(4945,~~918~~096	)		(5270,~~329~~578	)		(~~102~~147,~~247~~343	)		(~~104~~175,~~658~~236	)
Change in fair value of derivative instruments		711,~~519~~817,~~649~~375			(1211,~~754~~729,~~735~~368	)		(142,~~589~~772,~~888~~513	)		(1527,~~537~~267,~~648~~016	)
Other income		~~34,500~~—			—51,308			34,500			1263,~~000~~308
Income (loss) before income taxes	$	1520,~~690~~833,~~347~~716		$	(910,~~519~~652,~~026~~765	)	$	1535,~~126~~959,~~133~~849		$	(819,~~671~~324,~~274~~039	)

NOTE 15. RELATED PARTY AGREEMENTS

Mikah Pharma, LLC Agreements

In May 2020, Praxgen (formerly known as SunGen Pharma LLC), pursuant to an asset purchase agreement, assigned its rights and obligations under the Praxgen Agreement for Amphetamine IR and Amphetamine ER to Mikah Pharma LLC (“Mikah”). The ANDAs for Amphetamine IR and Amphetamine ER are now registered under Elite’s name. Mikah has agreed to be Elite’s partner with respect to Amphetamine IR and ER and has agreed to assume all the rights and obligations for these products from Praxgen. Mikah was founded in 2009 by Nasrat Hakim, a related party and the Company’s President, Chief Executive Officer and Chairman of the Board.

In June 2021, the Company entered into a development and license agreement with Mikah, pursuant to which Mikah will engage in the research, development, sales and licensing of generic pharmaceutical products. In addition, Mikah will collaborate to develop and commercialize generic products including formulation development, analytical method development, manufacturing, sales and marketing of generic products. Initially two generic products were identified for the parties to develop.

As of ~~September~~December 3031, 2025, the Company owes an aggregate of $42,~~263~~968,~~410~~030 to Mikah in accordance with the agreements, with such amount being recorded as an accrued expense on the unaudited condensed consolidated balance sheets.

As of March 31, 2025, the Company owed an aggregate of $2,617,210 to Mikah in accordance with the agreements, with such amount being recorded as an accrued expense on the consolidated balance sheets.

NOTE 16. INCOME TAXES

The determination of income tax expense in the accompanying unaudited condensed consolidated statements of income is based on the ~~effective~~ effective tax rate for the year, adjusted for the impact of any discrete items which are accounted for in the period in which they occur. The Company’s income tax expense was $12,~~987~~239,~~940~~ 910 and $1239,~~517,203~~ 175 for the three months ended ~~September~~December 3031, 2025 and 2024, respectively. The Company’s income tax expense was $79,~~308~~548,~~441~~351 and $1,~~749~~988,~~182~~357 for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024

The Company recorded tax expense of approximately 1210.78% and (152.92)% of income before income tax expense, for the three months ended ~~September 30~~December 31, 2025 and 2024, respectively. The Company recorded tax expense of approximately 4826.36% and (2010.23)% of income before income tax expense, for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, respectively. The Company’s effective tax rate is subject to volatility as changes in the fair value adjustments in the Company’s derivative liabilities significantly impact pre-tax earnings.

On July 4, 2025, tax legislation known as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The Company has evaluated the impact of U.S. tax law changes introduced by OBBBA on its consolidated financial statements and the impact to the current year’s financial statements is not material.

NOTE 17. SUBSEQUENT EVENTS

~~FDA~~On January ~~approval~~9, 2026, Doug Plassche exercised stock options for ~~generic~~2,500,000 shares of Common Stock of the Company at an exercise price of $0.03 ~~Requip~~per ~~XL®~~share.

~~On November 12, 2025, the Company announced that it received approval from the FDA for an ANDA for a generic version of Requip XL® (Ropinirole Extended~~F-Release Tablets USP), with strengths of 2mg, 4mg, 6mg, 8mg and 12mg tablets. Ropinirole belongs to a class of drugs known as non-ergoline dopamine agonist used to treat symptoms of Parkinson’s disease. This product will be marketed and sold under the Elite Laboratories, Inc. label.21

F-19

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024 should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended March 31, 2025. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Unless expressly indicated or the context requires otherwise, the terms “Elite”, the “Company”, “we”, “us”, and “our” refer to Elite Pharmaceuticals, Inc. and subsidiary.

Background

Elite Pharmaceuticals, Inc., a Nevada corporation (the “Company”, “Elite”, “Elite Pharmaceuticals”, the “registrant”, “we”, “us” or “our”) was incorporated on October 1, 1997 under the laws of the State of Delaware, and its wholly-owned subsidiary, Elite Laboratories, Inc. (“Elite Labs”), was incorporated on August 23, 1990 under the laws of the State of Delaware. On January 5, 2012, Elite Pharmaceuticals was reincorporated under the laws of the State of Nevada.

We are a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, and the manufacture of generic pharmaceuticals. Our strategy includes developing generic versions of controlled-release drug products with high barriers to entry.

We occupy manufacturing, warehouse, laboratory and office space at 135, 144 and 165 Ludlow Avenue in Northvale, NJ (the “Northvale Facility”). The Northvale Facility operates under Current Good Manufacturing Practice and is a United States Drug Enforcement Agency registered facility for research, development, and manufacturing. We are also party to an operating lease for office space at Pompano Beach, Florida.

Strategy

We focus our efforts on the following areas: (i) manufacturing of a line of generic pharmaceutical products with approved Abbreviated New Drug Applications (“ANDAs”); (ii) development of additional generic pharmaceutical products; (iii) development of the other product candidates in our pipeline including products co-developed with partners; (iv) commercial exploitation of our products either by sales under our own label, license and the collection of royalties, or through the manufacture of our formulations; and (v) development of new products for sale under our own label, and the expansion of our licensing agreements with other pharmaceutical companies, including co-development projects, joint ventures and other collaborations.

We continue to evaluate opportunities for the development of various types of drug products, including branded drug products which require New Drug Applications (“NDAs”) under Section 505(b)(1) or 505(b)(2) of the Drug Price Competition and Patent Term Restoration Act of 1984 as well as generic drug products which require ANDAs.

We believe that our business strategy enables us to reduce our risk by having a diverse product portfolio.

Recent Developments

On April 30, 2025 the Company announced the commercial launch of its generic version of Percocet® (Oxycodone hydrochloride and acetaminophen tablets, “Oxy APAP”). Oxy APAP is indicated for the relief of moderate to moderately severe pain.

On June 16, 2025, the Company reported positive results from a pivotal bioequivalence study for an undisclosed anticoagulant generic drug problem. IQVIA, a legal global provider of advanced analytics, technology solutions, and clinical research services to the life sciences industry, reported branded product sales of Percocet® for the twelve months ending April 2025 of $27 billion. There is no generic product on the market, and the brand has an unexpired patent listed in the Orange Book. Commercialization of a generic product depends on successful filing, United States Food and Drug Administration (“FDA”) approval, and addressing the unexpired patent. The studies conducted were open-label, randomized, balanced, single oral dose, two-treatment, two-period, two-sequence, crossover bioequivalence studies in normal, healthy, adult, human subjects under fasting conditions. The results indicated that the generic product is bioequivalent to the branded product. The Company is compiling the data for this product to file an ANDA with the FDA.

On November 12, 2025, the Company announced that it received approval from the FDA for an ANDA for a generic version of Requip XL^® (Ropinirole Extended-Release Tablets USP), with strengths of 2mg, 4mg, 6mg, 8mg and 12mg tablets. Ropinirole belongs to a class of drugs known as non-ergoline dopamine agonist used to treat symptoms of Parkinson’s disease. This product will be marketed and sold under the Elite Laboratories, Inc. label.

Commercial Products

We own, license, contract manufacture or have contractual rights to receive royalties from the following products currently approved for commercial sale:

Product	Branded Product Equivalent	Therapeutic Category	Launch Date
Phentermine HCl 37.5mg tablets (“Phentermine 37.5mg”)	Adipex-P®	Bariatric	April 2011
Phendimetrazine Tartrate 35mg tablets (“Phendimetrazine 35mg”)	Bontril®	Bariatric	November 2012
Phentermine HCl 15mg and 30mg capsules (“Phentermine 15mg” and “Phentermine 30mg”)	Adipex-P®	Bariatric	April 2013
Naltrexone HCl 50mg tablets (“Naltrexone 50mg”)	Revia®	Pain	September 2013
Isradipine 2.5mg and 5mg capsules (“Isradipine 2.5mg” and “Isradipine 5mg”)	N/A	Cardiovascular	January 2015
Trimipramine Maleate Immediate Release 25mg, 50mg and 100mg capsules (“Trimipramine 25mg”, “Trimipramine 50mg”, “Trimipramine 100mg”)	Surmontil®	Antidepressant	May 2017
Dextroamphetamine Saccharate, Amphetamine Aspartate, Dextroamphetamine Sulfate, Amphetamine Sulfate Immediate Release 5mg, 7.5mg, 10mg, 12.5mg, 15mg, 20mg and 30mg tablets (“Amphetamine IR 5mg”, “Amphetamine IR 7.5mg”, “Amphetamine IR 10mg”, “Amphetamine IR 12.5mg”, “Amphetamine IR 15mg”, “Amphetamine IR 20mg” and “Amphetamine IR 30mg”)	Adderall®	Central Nervous System (“CNS”) Stimulant	April 2019
Dantrolene Sodium Capsules 25mg, 50mg and 100mg (“Dantrolene 25mg”, “Dantrolene 50mg”, “Dantrolene 100mg”)	Dantrium®	Muscle Relaxant	June 2019
Dextroamphetamine Saccharate, Amphetamine Aspartate, Dextroamphetamine Sulfate, Amphetamine Sulfate Extended Release 5mg, 10mg, 15mg, 20mg, 25mg, and 30mg capsules (“Amphetamine ER 5mg”, “Amphetamine ER 10mg”, “Amphetamine ER 15mg”, “Amphetamine ER 20mg”, “Amphetamine ER 25mg”, and “Amphetamine ER 30mg”)	Adderall XR®	Central Nervous System (“CNS”) Stimulant	March 2020
Loxapine Succinate 5mg, 10mg, 25mg and 50gm capsules (“Loxapine 5mg”, “Loxapine 10mg”, “Loxapine 25mg”, and Loxapine 50mg”)	Loxapine®	Antipsychotic	May 2021
Methotrexate Sodium 2.5mg tablets (“Methotrexate 2.5mg”)	Otrexup PF®	Antimetabolite	August 2024
Acetaminophen and Codeine Phosphate 300mg/15mg, 300mg/30mg, 300mg/60mg tablets (“APAP Codeine 300mg/15mg”, “APAP Codeine 300mg/30mg”, and “APAP Codeine 300mg/60mg”)	Tylenol® with Codeine	Pain	October 2024
Acetaminophen and Hydrocodone Bitartrate 325mg/2.5mg, 325mg/5mg, 325mg/7.5mg and 325mg/10mg tablets (“APAP Hydrocodone 325mg/2.5mg”, “APAP Hydrocodone 325mg/5mg”, APAP Hydrocodone 325mg/7.5mg and APAP Hydrocodone 325mg/10mg”)	Norco®	Pain	December 2024
Lisdexamfetamine Dimesylate 10mg, 20mg, 30mg, 40mg, 50mg, 60mg and 70mg capsules (“Lisdex 10mg”, “Lisdex 20mg”, “Lisdex 30mg”, “Lisdex 40mg”, “Lisdex 50mg”, “Lisdex 60mg” and “Lisdex 70mg”)	Vyvanse®	ADHD	December 2024
Oxycodone Hydrochloride and Acetaminophen 5mg/325mg, 7.5mg/325mg and 10mg/325mg tablets (“Oxy APAP 5/325”, “Oxy APAP 7.5/325” and “Oxy APAP 10/325”)	Percocet®	Pain	April 2025

Products Under FDA Review

SequestOx™ - Immediate Release Oxycodone with sequestered Naltrexone

SequestOx™ is our abuse-deterrent candidate for the management of moderate to severe pain where the use of an opioid analgesic is appropriate. SequestOx™ is an immediate-release Oxycodone Hydrochloride containing sequestered Naltrexone which incorporates 5mg, 10mg, 15mg, 20mg and 30mg doses of oxycodone into capsules.

In January 2016, the Company submitted a 505(b)(2) NDA for SequestOx™, after receiving a waiver of the $2.3 million filing fee from the FDA. In March 2016, the Company received notification of the FDA’s acceptance of this filing and that such filing has been granted priority review by the FDA with a target action under the Prescription Drug User Fee Act (“PDUFA”) of July 14, 2016.

On July 15, 2016, the FDA issued a Complete Response Letter, (“CRL”), regarding the NDA. The CRL stated that the review cycle for the SequestOx™ NDA was complete and the application is not ready for approval in its present form.

On July 7, 2017, the Company reported topline results from a pivotal bioequivalence fed study for SequestOx™. The mean Tmax (the amount of time that a drug is present at the maximum concentration in serum) of SequestOx™ was 4.6 hr. with a range of 0.5 hr. to 12 hr. and the mean Tmax of the comparator, Roxicodone®, was 3.4 hr. with a range of 0.5 hr. to 12 hr. A key objective for the study was to determine if the reformulated SequestOx™ had a similar Tmax to the comparator when taken with a high fat meal. Based on these results, the Company paused clinical trials for this formulation of SequestOx™. On January 30, 2018, the Company reported positive topline results from a pilot study conducted for a modified SequestOx™ wherein, based on the results of this pilot study, the modified SequestOx™ formulation is expected to achieve bioequivalence with a Tmax range equivalent to the reference product when conducted in a pivotal trial under fed conditions. The Company has provided the pilot data to the FDA, requesting clarification as to the requirements for resubmission of the NDA. The FDA has provided guidance for repeated bio-equivalence studies in order to bridge the new formulation to the original SequestOx™ studies. Due to the prohibitive cost of such repeated bio-equivalence studies and the uncertain commercial viability given the regulatory and competitive landscape, the Company has paused development of this product candidate.

There can be no assurances of the Company conducting future clinical trials, or if such trials are conducted, there can be no assurances of the success of any future clinical trials, or if such trials are successful, there can be no assurances that an intended future resubmission of the NDA product filing, if made, will be accepted by or receive marketing approval from the FDA. In addition, even if marketing authorization is received, there can be no assurances that there will be future revenues or profits, or that any such future revenues or profits would be in amounts that provide adequate return on the significant investments made to secure this marketing authorization.

Generic Products Filed

Currently the Company has filed the following ANDA’s which have been accepted for review by the FDA:

	●	Generic dopamine agonist accepted for review in December 2022

	●	Generic opiate analgesic for pain management accepted for review in September 2023

Approved Products Not Yet Commercialized

Doxycycline Hyclate Tablets

The Company received approval in April 2022 from the FDA of an ANDA for a generic version of an antibiotic product, Doxycycline Hyclate Tablets. The product is jointly owned by Elite and Praxgen Pharmaceuticals LLC, formerly SunGen Pharma LLC, (“Praxgen”).

Methadone Hydrochloride Tablets

Pursuant to the Nostrum Asset Purchase Agreement, dated June 17, 2024, by and between the Company and Nostrum Laboratories Inc., the Company acquired all rights in and to the approved ANDA for Methadone Hydrochloride Tablets and 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 this product.

Ropinirole Extended-Release Tablets USP

On November 12, 2025, the Company announced, that it received approval from the FDA for a generic version of Requip XL® (Ropinirole Extended-Release Tablets USP), with strengths of 2 mg, 4 mg, 6 mg, 8 mg, and 12 mg tablets. Ropinirole belongs to a class of drugs known as a non-ergoline dopamine agonist used to treat symptoms of Parkinson’s disease. This product will be marketed and sold under the Elite Laboratories, Inc. label.

There can be no assurances in relation to any of the above approved products not yet commercialized, that there will be future revenues of profits, or that any such future revenues or profits would be in amounts that provide adequate return on the significant investments made to secure these marketing authorizations.

Discontinued and Transferred Products

As part of standard operating practices, the Company, from time to time, as relevant, conducts evaluations of all ANDAs owned, consisting, without limitation, of ANDAs acquired or approved prior to the quarter ended ~~September~~December 3031, 2025 and ANDAs acquired or approved during ~~the~~ the quarter ended ~~September~~December 3031, 2025. Such evaluations include, without limitation, costs and benefits analyses relating to each ANDA owned, with such costs including those fees required under the FDA’s Generic Drug User Fee Amendment which is significantly influenced by the number of ANDAs owned, and other costs and benefits taking into consideration various specific market factors for each ANDA. Those ~~ANDAs~~ ANDAs with a cost/benefit profile not consistent with management criteria for continuation are identified for disposition and effort is made to determine the optimal course of action to achieve disposition of the ANDA. The Company did not discontinue or transfer an ANDAs during the quarter ended ~~September 30~~December 31, 2025.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, costs and expenses and related disclosures. Our critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in them have had or are reasonably likely to have a material effect on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. The following discussion addresses our most critical accounting estimates, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates.

Revenue Recognition - Manufacturing Fees

The Company’s revenues are offset by variable consideration, which may include, without limitation, chargebacks, distribution fees, rebates, group purchasing organization fees, prompt payment cash discounts, consideration payable to the customer, billbacks, Medicaid and other government pricing programs, price protection and shelf stock adjustments, sales returns and profit shares. The Company’s estimates for variable consideration are adjusted as required at each reporting period for specific known developments that may result in a change in the amount of total consideration it expects to receive as well as updating estimate assumptions to reflect current and/or historical trends.

Like most competitors in this market, our marketing partners also give credits for chargebacks to wholesalers that have contracts with our marketing partners, prospectively, for their sales to hospitals, group purchasing organizations, pharmacies, or other customers. We do the same in the case of prospective direct sales made by us. A chargeback is the difference between the price the wholesaler pays and the price that the wholesaler’s end-customer pays for a product. Although, our marketing partners establish, and prospectively we would also establish reserves based on prior experience and best estimates of the impact that these policies may have in subsequent periods, we cannot ensure that such reserves established are adequate or that actual product returns, rebates, allowances, and chargebacks will not exceed estimates. Differences between established reserves and actual amounts of such credits and charges, could result in a material adverse effect on our business, financial condition, results of operations, cash flow and stock price.

Income Taxes

On July 4, 2025, tax legislation known as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The Company has evaluated the impact of U.S. tax law changes introduced by OBBBA on our consolidated financial statements and the impact to the current year’s financial statements is not material.

Results of Operations

The following set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.

Three months ended ~~September~~December 3031, 2025 compared to the three months ended ~~September~~December 3031, 2024

Revenue, Cost of manufacturing and Gross profit:

	For the Three Months Ended September 30,						Change
	For the Three Months Ended December 31,						Change
	2025			2024			Dollars			Percentage
Manufacturing fees	$	3631,~~196~~383,~~254~~684		$	1813,~~225~~738,~~190~~131		$	17,~~971~~645,~~064~~553			99128	%
Licensing fees		~~125~~205,~~450~~567			~~655~~626,~~155~~117			(~~529~~420,~~705~~550	)		(8167	)%
Total revenue		3631,~~321~~589,~~704~~251			1814,~~880~~364,~~345~~248			17,~~441~~225,~~359~~003			92120	%
Cost of manufacturing		2218,~~248~~636,~~671~~076			108,~~682~~244,~~917~~907			1110,~~565~~391,~~754~~169			~~108~~126	%
Gross profit	$	1412,~~073~~953,~~033~~175		$	86,~~197~~119,~~428~~341		$	56,~~875~~833,~~605~~834			72112	%
Gross profit - percentage		3941	%		43	%

Total revenues for the three months ended ~~September~~December 3031, 2025 increased by $17.42 million or 92120%, to $3631.36 million, as compared to $1814.94 million, for the corresponding period of the prior year.

Manufacturing fees revenue increased by $1817.06 million, or 99128%, to $3631.24 million primarily due to ~~revenues relating to~~ increased revenues from the Elite label products that were commercialized in both the current period and comparable period of the prior year as well as sales of new products, including, without limitation, the Lisdexamfetamine and Elite labeled Naltrexone products, which were commercially launched subsequent to the comparable period of the prior year and are expected to continue in periods subsequent to ~~September~~December 3031, 2025.

Licensing fees revenue decreased by $~~529~~0.4 million,~~705,~~ or 8167%. This decrease is primarily due to the Company’s transitioned focus on marketing of of the Elite label products, which does not result in license fee revenues. The Company’s last remaining licensing agreement expired in accordance with its terms on September 10, 2025. Accordingly, other than minimal residual licensing fees that may be received prospectively, there is no contractual framework in place for achieving license fees revenues going forward.

Cost of manufacturing consists of manufacturing and assembly costs. Our cost of manufacturing increased by $1110.64 million or ~~108~~126%, to $2218.26 million as compared to $108.72 million for the corresponding period in the prior fiscal year. ~~This~~These costs have a strong positive correlation with manufacturing operation and the increase was due to an increased volume of products sold during the three months ended ~~September 30~~December 31, 2025, as compared to the comparable period of the prior fiscal year, as noted above.

Our gross profit margin was 3941% during the three months ended ~~September~~December 3031, 2025 as compared to 43% during the comparable period of the ~~prior~~ prior fiscal year. The decrease is primarily due to sales in the current quarter consisting of a higher proportion of indirect sales ~~through~~ through wholesalers, which yield lower gross profit margins as compared to direct sales to pharmaceutical chains, as compared to the proportion of indirect sales through wholesalers achieved during the comparable period of the prior year.

Operating expenses:

	For the Three Months Ended September 30,				Change
	For the Three Months Ended December 31,				Change
	2025		2024		Dollars			Percentage
Operating expenses:
Research and development	$	1,~~385~~040,~~306~~665	$	1,~~966~~793,~~094~~803	$	(~~580~~753,~~788~~138	)		(3042	)%
General and administrative		42,~~029~~466,~~199~~336		2,~~273~~724,~~744~~616		1(258,~~755,455~~280	)		77(9	)%
Non-cash compensation		4945,~~918~~096		5270,~~329~~578		(225,~~411~~482	)		(536	)%
Depreciation and amortization		~~394~~388,~~864~~135		~~420~~432,~~318~~534		(2544,~~454~~399	)		(610	)%
Total operating expenses	$	53,~~859~~940,~~287~~232	$	45,~~712~~021,~~485~~531	$	(1,~~146~~081,~~802~~299	)		24(22	)%

Operating expenses for the three months ended ~~September~~December 3031, 2025 ~~increased~~decreased by $1.1 million, or 2422%, to $53.9 million as compared to $45.70 million for the corresponding period in the prior fiscal year, largely due to andecreases ~~increase~~ in ~~general~~research and development and general and administrative ~~costs~~expenses of $10.8 million~~, offset~~ ~~by a decrease in research~~ and ~~development expenses of~~ $0.63 million, respectively.

Research and development costs during the three months ended September 30, 2025 were $1.4 million, a decrease of $0.6 million, or 30%, from approximately $2.0 million of such costs for the comparable period of the prior year. The decrease was the result of more laboratory resources being allocated to supporting commercial operations as well as the number, timing and nature of product development activities during the three months ended September 30, 2025, as compared to the comparable period of the prior fiscal year.

General and administrative expenses for the three months ended September 30, 2025 were $4.0 million, an increase of $1.8 million or approximately 77% from the comparable period of the prior fiscal year. This increase is due to largely due to increased human resource costs resulting from increased headcounts as well as increased costs of financial, tax and other regulatory compliance costs as compared to the comparable period of the prior year.

Non-cash compensation expense for the three months ended September 30, 2025 and 2024 was less than $0.1 million.

~~Depreciation~~Research and ~~amortization~~development ~~expenses~~costs ~~from~~during the three months ended ~~September~~December 3031, 2025 were $01.40 million, ~~essentially~~a ~~flat~~decrease asof ~~compared to~~ $0.48 million, or 42%, from approximately $1.8 million of such costs for the comparable period inof the prior year. The decrease was the result of more laboratory resources being allocated to supporting commercial operations as well as the number, timing and nature of product development activities during the three months ended December 31, 2025, as compared to the comparable period of the prior fiscal year.

AsGeneral aand ~~result~~administrative ofexpenses ~~the~~for ~~foregoing, our income from operations during~~ the three months ended ~~September~~December 3031, 2025 ~~was~~were $8.2.5 million, ~~compared~~a todecrease of $0.3 million or ~~income~~approximately 9% from ~~operations~~the comparable period of $3the prior fiscal year.5 ~~million~~This ~~for~~decrease was due primarily to higher facility utilization resulting in increased overhead absorption as compared to the comparable period of the prior fiscal year, which had a lower than baseline sell side quantity demand that has not reoccurred.

Non-cash compensation expense for the three months ended December 31, 2025 and 2024 was less than $0.1 million.

Depreciation and amortization expenses from the three months ended December 31, 2025 were $0.4 million, essentially flat as compared to $0.4 million for the comparable period in the prior fiscal year.

As a result of the foregoing, our income from operations during the three months ended December 31, 2025 was $9.0 million, compared to income from operations of $1.1 million for the comparable period of the prior fiscal year.

Other income (expense):

	For the Three Months Ended September 30,						Change
	For the Three Months Ended December 31,						Change
	2025			2024			Dollars			Percentage
Other income (expenses):
Change in fair value of derivative financial instruments - warrants	$	711,~~519~~817,~~649~~375		$	(1211,~~754~~729,~~735~~368	)	$	2023,~~274~~546,~~384~~743			(~~159~~201	)%
Interest expense and amortization of debt issuance costs		(8280,~~470~~204	)		(~~255~~77,~~136~~607	)		~~172~~(2,~~666~~597	)		~~(68~~3	)%
Interest income		483,~~922~~602			5,~~902~~092			~~(980~~78,510	)		~~(17~~1542	)%
Other income		~~34,500~~—			—51,308			34(51,~~500~~308	)		—(100	)%
Other income (expenses), net	$	711,~~476~~820,~~601~~773		$	(1311,~~003~~750,~~969~~575	)	$	2023,~~480~~571,~~570~~348			(~~157~~201	)%

Net ~~other~~ other income (expenses) for the three months ended ~~September~~December 3031, 2025 was $711.58 million, an increase in net other income of $2023.56 million from a net other (expense) of $1311.08 million for the comparable period of the prior fiscal year. The increase in net other income was primarily due to an increase of $2023.35 million relating to the change in fair value of derivative financial instruments and aan ~~decrease~~ increase in interest ~~expense~~income of $0.21 million, as compared to the comparable period of the prior year.

The change in the fair value of derivative instruments is determined in large part by the change in the closing price of the Company’s Common Stock as of the end of the period, as compared to the closing price at the beginning of the period,. ~~with~~There is a strong inverse ~~relationship~~ relationship between changes in the closing price of the Company’s Common Stock and other income or (expense) being recorded. The closing ~~decrease~~price ~~in interest~~of ~~expense~~the isCompany’s ~~primarily~~Common ~~related~~Stock toat the ~~Company~~end ~~servicing~~of athe ~~lesser~~three ~~principal~~months ~~amount~~ended December 31, 2025 was lower than the closing price of ~~loans~~the ~~payable~~Company’s ~~during~~Common Stock at the beginning of the three months ended ~~September~~December 3031, 2025, asresulting ~~compared~~in tothe recording of other income from the change in fair value of warrant derivative instruments. The closing price of the Company’s Common Stock at the end of the comparable period of the prior year was higher than the closing price of the Company’s Common Stock at the beginning of the comparable period of the prior year, resulting in the recording of other expenses from the change in fair value of warrant derivative instruments.

AsThe aincrease ~~result~~in ofinterest ~~the foregoing, our net~~ income ~~before~~is ~~income~~primarily ~~taxes~~due ~~for~~to ~~the~~higher ~~three~~interest ~~months~~rates ~~ended~~being ~~September~~earned ~~30,~~on ~~2025~~the ~~was~~Company’s ~~$15.7~~cash ~~million,~~balances as compared to ~~net loss before income taxes of $9.5 million for~~ to the comparable period of the prior ~~fiscal~~ year.

~~Six~~As a result of the foregoing, our net income before income taxes for the three months ended ~~September~~December 3031, 2025 ~~compared~~was $20.8 million, compared to net loss before income taxes of $10.7 million for the ~~six~~comparable ~~months~~period ~~ended~~of ~~September~~the ~~30,~~prior ~~2024~~fiscal year.

Revenue, Cost of manufacturing and Gross profit:

	For the Six Months Ended September 30,						Change
	2025			2024			Dollars			Percentage
Manufacturing fees	$	75,974,017		$	36,669,108		$	39,304,909			107	%
Licensing fees		558,784			1,014,300			(455,516	)		(45	)%
Total revenue		76,532,801			37,683,408			38,849,393			103	%
Cost of manufacturing		35,233,798			21,011,202			14,222,596			68	%
Gross profit	$	41,299,003		$	16,672,206		$	24,626,797			148	%
Gross profit - percentage		54	%		44	%

Total revenues for the six months ended September 30, 2025 increased by $38.8 million or 103%, to $76.5 million, as compared to $37.7 million, for the corresponding period of the prior year.

Manufacturing fees revenue increased by $39.3 million, or 107%, primarily due to revenues relating to increased revenues from the Elite label products that were commercialized in both the current period and comparable period of the prior year as well as sales of new products, including, without limitation, the Lisdexamfetamine products, which were commercially launched subsequent to the comparable period of the prior year and are expected to continue in periods subsequent to September 30, 2025.

Licensing fees revenue decreased by $0.5 million, or 45%. This decrease is primarily due to the Company’s transitioned focus on marketing of the Elite label, which does not result in license fee revenues. The Company’s last remaining licensing agreement expired in accordance with its terms on September 10, 2025. Accordingly, other than minimal residual licensing fees that may be received prospectively, there is no contractual framework in place for achieving license fees revenues going forward.

~~Cost~~Nine of manufacturing consists of manufacturing and assembly costs. Our cost of manufacturing increased by $14.2 million or 68%, to $35.2 million as compared to $21.0 million for the corresponding period in the prior fiscal year. This increase was due to an increased volume of products sold during the six months ended ~~September~~December 3031, 2025, as compared to the ~~comparable~~nine ~~period~~months ofended ~~the~~December ~~prior fiscal year~~31, ~~as noted above.~~2024

~~Our gross profit margin was 54% during the six months ended September 30~~Revenue, ~~2025 as compared to 44% during the comparable period of the prior~~ ~~fiscal~~Cost ~~year. The increase is primarily due to sales achieved during the current quarter being comprised~~ of amanufacturing ~~greater proportion of higher margin products as compared to sales achieved during the comparable period of the prior year~~ and ~~sales~~Gross ~~during the six month period ended September 30, 2025 consisting of a greater proportion of direct sales to pharmaceutical chains, which yield higher gross~~ profit margins as compared to indirect sales to wholesalers, as compared to the comparable period of the prior year. It should be noted that the higher gross profit percentage during the six months ended September 30, 2025 is higher that that of the three months ended September 30, 2025, as per above, with such being due to the latter half of the six month period ended September 30, 2025 consisting of an increased proportion of indirect sales through wholesalers, as compared to the former half of the six month period ended September 30, 2025.:

	For the Nine Months Ended December 31,						Change
	2025			2024			Dollars			Percentage
Manufacturing fees	$	107,357,701		$	50,407,239		$	56,950,462			113	%
Licensing fees		764,351			1,640,417			(876,066	)		(53	)%
Total revenue		108,122,052			52,047,656			56,074,396			108	%
Cost of manufacturing		53,869,874			29,256,109			24,613,765			84	%
Gross profit	$	54,252,178		$	22,791,547		$	31,460,631			138	%

Gross profit - percentage		50	%		44	%

Total revenues for the nine months ended December 31, 2025 increased by $56.1 million or 108%, to $108.1 million, as compared to $52.0 million, for the corresponding period of the prior year.

Manufacturing fees revenue increased by $57.0 million, or 113%, primarily due to increased revenues from the Elite label products that were commercialized in both the current period and comparable period of the prior year as well as sales of new products, including, without limitation, the Lisdexamfetamine and Elite labeled Naltrexone products, which were commercially launched subsequent to the comparable period of the prior year and are expected to continue in periods subsequent to December 31, 2025.

Licensing fees revenue decreased by $0.9 million, or 53%. This decrease is primarily due to the Company’s transitioned focus on marketing of the Elite label, which does not result in license fee revenues.

Cost of manufacturing consists of manufacturing and assembly costs. Our cost of manufacturing increased by $24.6 million or 84%, to $53.9 million as compared to $29.3 million for the corresponding period in the prior fiscal year. These costs have a strong positive correlation with manufacturing operations and the increase was due to an increased volume of products sold during the nine months ended December 31, 2025, as compared to the comparable period of the prior fiscal year, as noted above.

Our gross profit margin was 50% during the nine months ended December 31, 2025 as compared to 44% during the comparable period of the prior fiscal year. The increase is primarily due to sales achieved during the current period being comprised of a greater proportion of higher margin products as compared to sales achieved during the comparable period of the prior year and sales during the nine months ended December 31, 2025 consisting of a greater proportion of direct sales to pharmaceutical chains, which yield higher gross profit margins as compared to indirect sales to wholesalers, as compared to the comparable period of the prior year. It should be noted that the gross profit percentage during the nine months ended December 31, 2025 is higher than that of the three months ended December 31, 2025, as per above, with such being due to the latter half of the nine months ended December 31, 2025 consisting of an increased proportion of indirect sales through wholesalers, as compared to the former half of the nine months ended December 31, 2025.

Operating expenses:

	For the Six Months Ended September 30,				Change
	For the Nine Months Ended December 31,				Change
	2025		2024		Dollars			Percentage
Operating expenses:
Research and development	$	34,~~060~~100,~~270~~936	$	45,~~129~~923,~~621~~424	$	(1,~~069~~822,~~351~~488	)		(2631	)%
General and administrative		79,~~433~~899,~~283~~618		46,~~242~~967,~~898~~514		32,~~190~~932,~~385~~104			7542	%
Non-cash compensation		~~102~~147,~~247~~343		~~104~~175,~~658~~236		(227,~~411~~893	)		(216	)%
Depreciation and amortization		~~789~~1,~~750~~177,885		~~846~~1,~~030~~278,564		(56100,~~280~~679	)		(78	)%
Total operating expenses	$	1115,~~385~~325,~~550~~782	$	914,~~323~~344,~~207~~738	$	2981,~~062,343~~044			227	%

Operating expenses for the ~~six~~nine months ended ~~September~~December 3031, 2025 increased by $2.1.0 million, or 227%, to $1115.43 million as compared to $914.3 million for the corresponding period in the prior fiscal year, largely due to an increase in general and administrative expenses of $3.2.9 million, partially offset by a decrease in research and development expenses of $1.18 million.

Research and development costs during the six months ended September 30, 2025 were $3.1 million, a decrease of $1.1 million, or 26%, from approximately $4.1 million of such costs for the comparable period of the prior year. The decrease was the result of more laboratory resources being allocated to supporting commercial operations as well as the number, timing and nature of product development activities during the six months ended September 30, 2025, as compared to the comparable period of the prior fiscal year.

General and administrative expenses for the six months ended September 30, 2025 were $7.4 million as compared to $4.2 million for the corresponding period in the prior fiscal year, an increase of $3.2 million or approximately 75%. This increase is largely due to increased human resource costs resulting from increased headcounts as well as increased costs of financial, tax and other regulatory compliance as compared to the comparable period of the prior year.

Non-cash compensation expense for the six months ended September 30, 2025 and 2024 was less than $0.1 million.

Depreciation and amortization expenses from the six months ended September 30, 2025 were $0.8 million, essentially flat from $0.8 million for the comparable period of the prior year.

As a result of the foregoing, our income from operations during the six months ended September 30, 2025 was $29.9 million, compared to income from operations of $7.3 million for the comparable period of the prior fiscal year.

Other income (expense):

	For the Six Months Ended September 30,						Change
	2025			2024			Dollars			Percentage
Other expense (income):
Change in fair value of derivative financial instruments - warrants	$	(14,589,888	)	$	(15,537,648	)	$	947,760			(6	)%
Interest expense and amortization of debt issuance costs		(241,396	)		(505,917	)		264,521			(52	)%
Interest income		9,464			11,292			(1,828	)		(16	)%
Other income		34,500			12,000			22,500			188	%
Other (expense) income, net	$	(14,787,320	)	$	(16,020,273	)	$	1,232,953			(8	)%

Net other (expense) income for the six months ended September 30, 2025 was a net other expense of $14.8 million, a decrease of $1.2 million from a net other expense of $16.0 million for the comparable period of the prior fiscal year. The decrease was primarily due to a decrease in other expenses of $0.9 million relating to the change in fair value of derivative instruments and a decrease in interest expense and amortization debt issuance costs of $0.3 million. The change in the fair value of derivative instruments is determined in large part by the change in the closing price of the Company’s Common Stock as of the end of the period, as compared to the closing price at the beginning of the period, with a strong inverse relationship between changes in the closing price of the Company’s Common Stock and other income or (expense) being recorded. The decrease in interest expense is primarily related to the Company servicing a lesser principal amount of loans payable during the six months ended September 30, 2025 as compared to the comparable period of the prior year

As a result of the foregoing, our net income before income taxes for the six months ended September 30, 2025 was $15.1 million, compared to net loss before income taxes of $8.7 million for the comparable period of the prior fiscal year.

Research and development costs during the nine months ended December 31, 2025 were $4.1 million, a decrease of $1.8 million, or 31%, from approximately $5.9 million of such costs for the comparable period of the prior year. The decrease was the result of more laboratory resources being allocated to supporting commercial operations as well as the number, timing and nature of product development activities during the nine months ended December 31, 2025, as compared to the comparable period of the prior fiscal year.

General and administrative expenses for the nine months ended December 31, 2025 were $9.9 million as compared to $7.0 million for the corresponding period in the prior fiscal year, an increase of $2.9 million or approximately 42%. This increase is due primarily to legal and consulting costs incurred during first six months of the fiscal year ended March 31, 2026 and related to strategic company objectives, as well as increased costs of current expected credit loss expenses and third party legal and regulatory compliance subject matter experts as compared to the comparable period of the prior fiscal year.

Non-cash compensation expense for the nine months ended December 31, 2025 and 2024 was less than $0.2 million.

Depreciation and amortization expenses from the nine months ended December 31, 2025 were $1.2 million, essentially flat from $1.3 million for the comparable period of the prior year.

As a result of the foregoing, our income from operations during the nine months ended December 31, 2025 was $38.9 million, compared to income from operations of $8.4 million for the comparable period of the prior fiscal year.

Other (expense) income:

	For the Nine Months Ended December 31,						Change
	2025			2024			Dollars			Percentage
Other (expense) income:
Change in fair value of derivative financial instruments - warrants	$	(2,772,513	)	$	(27,267,016	)	$	24,494,503			(90	)%
Interest expense and amortization of debt issuance costs		(321,600	)		(583,524	)		261,924			(45	)%
Interest income		93,066			16,384			76,682			468	%
Other income		34,500			63,308			(28,808	)		(46	)%
Other expense, net	$	(2,966,547	)	$	(27,770,848	)	$	24,804,301			(89	)%

Net other (expense) income for the nine months ended December 31, 2025 was a net other expense of $3.0 million, a decrease of $24.8 million from a net other expense of $27.8 million for the comparable period of the prior fiscal year. The decrease was primarily due to a decrease in other expenses of $24.5 million relating to the change in fair value of derivative instruments, a decrease in interest expense and amortization debt issuance costs of $0.3 million, and an increase in interest income of $0.1 million.

The change in the fair value of derivative instruments is determined in large part by the change in the closing price of the Company’s Common Stock as of the end of the period, as compared to the closing price at the beginning of the period. There is a strong inverse relationship between changes in the closing price of the Company’s Common Stock and other income or (expense) being recorded. The closing price of the Company’s Common Stock at December 31, 2025 was higher than at March 31, 2025, resulting in the recording of other expenses from the change in fair value of warrant derivative instruments for the nine month period. The closing price of the Company’s Common Stock at the end of the comparable period of the prior year was higher than the closing price of the Company’s Common Stock at the beginning of the comparable period of the prior year, resulting in the recording of other expenses from the change in fair value of warrant derivative instruments.

The decrease in interest expense is primarily related to the Company servicing a lesser principal amount of loans payable during the nine months ended December 31, 2025 as compared to the comparable period of the prior year

The increase in interest income is primarily due to higher interest rates being earned on the Company’s higher cash balances as compared to the comparable period of the prior year.

As a result of the foregoing, our net income before income taxes for the nine months ended December 31, 2025 was $36.0 million, compared to net loss before income taxes of $19.3 million for the comparable period of the prior fiscal year.

Liquidity and Capital Resources

Capital Resources

	September 30, 2025		March 31, 2025		Change
	December 31, 2025		March 31, 2025		Change
Current assets	$	8596,~~793~~789,~~698~~871	$	57,739,147	$	2839,~~054~~050,~~551~~724
Current liabilities	$	1013,~~673~~187,~~516~~179	$	11,840,435	$	(1,~~166~~346,~~919~~744	)
Working capital	$	7583,~~120~~602,~~182~~692	$	45,898,712	$	2937,~~221~~703,~~470~~980

Our working capital (total current assets less total current liabilities) increased by $2937.27 million from $45.9 million as of March 31, ~~2025~~ 2025 to $7583.16 million as of ~~September~~December 3031, 2025, with such increase being primarily related to the increase in cash, finished goods ~~inventory~~ inventory and accounts receivable, associated with increased customer orders and shipments during the ~~six~~nine months ended ~~September~~December 3031, 2025 and ~~a decrease~~partially offset by an increase in current liabilities during the same period.

Summary of Cash Flows:

	For the Six Months Ended September 30,
	For the Nine Months Ended December 31,
	2025			2024
Net cash provided by operating activities	$	1914,~~880~~601,~~115~~715		$	43,~~601~~537,~~307~~608
Net cash used in investing activities	$	(~~321~~527,~~538~~610	)	$	(1,645,722	)
Net cash used in financing activities	$	(4,~~247~~280,~~152~~787	)	$	(~~495~~688,~~592~~696	)

Net cash provided by operating activities for the ~~six~~nine months ended ~~September~~December 3031, 2025 was $1914.96 million, which included, without limitation, net income of $726.84 million, increased by fair value of derivative financial instruments - warrants of $142.6 8 million, and other non-cash expenses of $12.96 million, deferred tax expenses of $68.60 million, and reduced by increases in operating assets and liabilities totaling $1125.02 million.

Net cash used in investing activities for the ~~six~~nine months ended ~~September~~December 3031, 2025 was comprised of purchases of property and equipment of approximately $0.35 million.

Net cash used in financing activities was $4.23 million for the ~~six~~nine months ended ~~September~~December 3031, 2025 compared to net cash used in ~~financing~~ financing activities of $0.57 million for the corresponding period of the prior year. Net cash used in financing activities consisted ~~primarily~~ primarily of payments of bond and related party loan principal totaling $4.1 million and payments on principal on finance lease obligations of $0.3 million, offset by proceeds received from the exercise of stock options of $0.2 million. Net cash used in financing activities of $0.57 million during the prior fiscal year was due to payments of bond and loan principal totaling $0.3 4 million and payments on principal on finance lease obligations of $0.2 million.

East West Bank

On July 1, 2022, 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 ten years and bears interest at a fixed rate of 4.75% fixed for the first five years then adjustable at WSJP plus 0.5% with floor rate of 4.5%. The total transaction costs associated with the EWB Mortgage Loan incurred as of ~~September~~December 3031, 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 ~~September~~December 3031, 2025, and through the date of filing of this Quarterly Report on Form 10-Q, the Company was not aware of the existence of any violations of financial covenants included in the EWB Mortgage Loan.

NJEDA Bonds

On August 31, 2005, the Company successfully completed a refinancing of a prior 1999 bond issue (the “1999 Bonds”) through the issuance of new tax-exempt bonds (the “NJEDA Bonds”). The refinancing involved borrowing $4,155,000, evidenced by a 6.5% Series A Note in the principal amount of $3,660,000 maturing on September 1, 2030 and a 9% Series B Note in the principal amount of $495,000 maturing on September 1, 2012. The net proceeds, after payment of issuance costs, were used (i) to redeem the outstanding tax-exempt 1999 Bonds originally issued by the New Jersey Economic Development Authority on September 2, 1999, (ii) to refinance other equipment financing and (iii) for the purchase of certain equipment to be used in the manufacture of pharmaceutical products. As of March 31, 2016, all of the proceeds were utilized by the Company for such stated purposes.

The NJEDA Bonds are collateralized by a first lien on the Company’s facility and equipment acquired with the proceeds of the 1999 Bonds and NJEDA Bonds. The related Indenture requires the maintenance of a debt service reserve fund of $366,000 in relation to the Series A Notes.

Bond issue costs of $354,454 were paid from the proceeds of the NJEDA Bonds and are being amortized over the life of the NJEDA bonds. Amortization of bond issuance costs amounted to $710,~~089~~634 for the ~~six~~nine months ended ~~September~~December 3031, 2025.

The NJEDA Bonds require the Company to make an annual principal payment on September 1st of varying amounts as specified in the loan documents and semi-annual interest payments on March 1st and September 1st, equal to interest due on the outstanding principal at the applicable rate for the semi-annual period just ended.

In addition, the Company had previously received Notices of Default from the Trustee of the NJEDA Bonds as a result of the utilization of the debt service reserve fund being used to pay interest payments as well as the Company’s failure to make scheduled principal payments. All monetary defaults were cured during Fiscal Year 2015 and the Company is current on all NJEDA Bond interest and principal payments.

As of the date of filing of this Quarterly Report on Form 10-Q, there are no interest or principal amounts in arrears. The Series B Notes were retired, at par in July 2014.

810

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission’s (the “SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission on Internal Control (“COSO”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of ~~September~~December 3031, 2025 to ensure that information ~~required~~ required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

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 ~~September~~December 3031, 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:

● We 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;

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

● We 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.

Management’s Report on Internal Control Over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding 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: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

911

Internal control over financial reporting may not prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are achieved. Further, the design of a control system must be balanced against resource constraints, and therefore the benefits of controls must be considered relative to their costs. Given the inherent limitations in all systems of controls, no evaluation of controls can provide absolute assurance all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Accordingly, 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.

Management 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 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 ~~September~~December 3031, 2025, because of the material weaknesses described below, our internal control over financial reporting was not effective.

The deficiencies in our internal controls over financial reporting and disclosure controls and procedures are described above and our efforts to remediate these deficiencies are described below. Please also see “Risk Factors” in Item 1A-Risk of our Annual Report on Form 10-K for the period ended March 31, 2025.

Changes in Internal Controls Over Financial Reporting

During the ~~six~~nine months ended ~~September~~December 3031, 2025, as a result of reviews and assessments of internal controls over financial reporting conducted by the Company’s Chief Financial Officer, 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.

Remediation efforts to address material weaknesses in internal controls over financial reporting

We intend to revise the existing control environment documentation, designing and implementing controls, policies and procedure documentation that is consistent with our current personnel, resources and capabilities, with significant focus on controls relating to financial oversight, management, analysis and reporting of operations emanating from the Company’s manufacturing, marketing and distribution of its Elite Label product line. Please note that these material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time, allowing management, through testing, to reach a conclusion on such controls design and operational effectiveness.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Pending Litigation

On August 17, 2023, Elite filed a Paragraph IV certification with its ANDA to generic ~~Oxycontin~~OxyContin® and after Elite got acceptance of the ANDA by the FDA on September 19, 2023, Elite sent the patentee and NDA holder a Notice Letter as required under the Hatch-Waxman Act. On November 14, 2023, a patent infringement suit was filed in the District Court of New Jersey by Purdue Pharma. The parties ~~submitted~~ submitted several stipulations and proposed orders for staying the case until March 19, 2025 where the parties submitted a stipulation and order lifting the existing stipulated stay. On April 18, 2025 Purdue filed an amended complaint. On June 17, 2025 Elite filed a Motion to Dismiss Purdue’s First Amended Complaint. On July 3, 2025 Purdue filed a Second Amended Complaint. Elite filed a Motion to Dismiss Purdue’s Second Amended Complaint on August 7, 2025. On September 2, 2025 Purdue filed an Opposition to Defendants’ Motion to Dismiss Plantiffs’ Second Amended Complaint and Cross-Motion to Extend the 30-Month Stay. On September 29, 2025 Elite filed a Reply memorandum in Support of their Motion to Dismiss and in Opposition to Plantiffs’ Cross Motion to Extend the 30-Month Stay.

Elite’s launch of a generic ~~Oxycontin~~OxyContin® will depend on approval by the FDA and the outcome of various litigation involving Purdue or the expiry of the patents listed on the Orange Book.

In the ordinary course of business, we may be subject to litigation from time to time. There is no current, pending or, to our knowledge, threatened litigation or administrative action to which we are a party or of which our property is the subject (including litigation or actions involving our officers, directors, affiliates, or other key personnel, or holders of record or beneficially of more than 5% of any class of our voting securities, or any associate of any such party) which in our opinion has, or is expected to have, a material adverse effect upon our business, prospects financial condition or operations. A significant increase in the number of claims or an increase in amounts owing under successful claims could materially adversely affect our business, financial condition, results of operations and cash flows.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the fiscal quarter ended ~~September~~December 3031, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

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ITEM 6. EXHIBITS

Exhibit No.		Description

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

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

32.1		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**

32.2		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**

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith. ** Furnished herewith.

12** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ELITE PHARMACEUTICALS, INC.
November 14, 2025	By:	/s/ Nasrat Hakim
February 17, 2026	By:	/s/ Nasrat Hakim
		Nasrat Hakim Chief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer)
		Nasrat Hakim
November 14, 2025	By:	/s/ Carter Ward
		Chief Executive Officer, President and Chairman of the Board of Directors
		Carter Ward Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)
		(Principal Executive Officer)
February 17, 2026	By:	/s/ Carter Ward
		Carter Ward
		Chief Financial Officer
		(Principal Accounting Officer and Principal Financial Officer)

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Smaller reporting company

Emerging growth company

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