UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(MARK ONE)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED – MARCH 31, 2011
| ¨ | 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) | (IRS Employer Identification No.) |
165 Ludlow Avenue, Northvale, New Jersey 07647
(Address of principal executive offices)
(201) 750 – 2646
(Registrant’s telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Exchange on Which Registered | |
| None |
Securities Registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act |
Yes ¨ | No x | |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act | Yes ¨ | No x | |
| 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 registrant was required to file such reports) and (2) has been subject to such filing requirements for at least the past 90 days. | Yes x | No ¨ | |
| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). | Yes x | No ¨ | |
| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. | Yes ¨ | No x |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | Accelerated Filer | Non-Accelerated Filer | Smaller Reporting Company |
| ¨ | x | ¨ | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ¨ No x
State the aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (for purposes of determining this amount, only directors, executive officers and, based on Schedule 13(d) filings as of September 30, 2010, 10% or greater stockholders, and their respective affiliates, have been deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes).
| Title of Class | Aggregate Market Value | As of Close of Business on |
| Common Stock - $0.001 par value | $ 5,559,405 | September 30, 2010 |
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practical date
| Title of Class | Shares Outstanding | As of Close of Business on |
| Common Stock - $0.001 par value | 243,363,531 | June 24, 2011 |
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A ("Amendment No. 1") amends our Annual Report on Form 10-K for the fiscal year ended March 31, 2011 that was filed with the Securities and Exchange Commission, or SEC, on June 29, 2011 (the "Original Filing"). We are filing this Amendment No. 1 solely for the purpose of attaching as Exhibit 10.71 an unredacted copy of the June 23, 2011 Manufacturing & Supply Agreement between Elite Pharmaceuticals, Inc. (the “Company”) and ThePharmaNetwork, LLC.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 15 of Part IV of the Original Filing has been amended to contain currently dated certifications from our Chief Executive Officer and Chief Financial Officer. The currently dated certifications are attached hereto as Exhibits 31.1 and 31.2. Because no financial statements of Elite Pharmaceuticals, Inc. are contained in this Amendment No. 1, we are not including certifications pursuant to 18 U.S.C. 1350.
No other changes, other than described above, are made to the Original Filing other than to update the cover page of the Original Filing. Unless expressly stated, this Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, nor does it modify or update in any way the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with our Original Filing and our other filings made with the SEC subsequent to the filing of the Original Filing.
Table of Contents
| PART IV | |||
| ITEM 15 | EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES | 2 | |
| SIGNATURES | 3 | ||
| 1 |
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES. |
| (a) | The following are filed as part of this Annual Report on Form 10-K | |
| (1) | The financial statements and schedules required to be filed by Item 8 of this Annual Report on Form 10-K and listed in the Index to Consolidated Financial Statements. | |
| (2) | The Exhibits required by Item 601 of Regulation S-K and listed below in the “Index to Exhibits required by Item 601 of Regulation S-K.” | |
| (b) | The Exhibits are filed with or incorporated by reference in this Annual Report on Form 10-K | |
| (c) | None | |
Index to Exhibits required by Item 601 of Regulation S-K.
|
Exhibit No. |
Description | |
| 10.71 | June 23, 2011 Manufacturing & Supply Agreement between the Company and ThePharmaNetwork, LLC.* | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
* Filed herewith.
| 2 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
| ELITE PHARMACEUTICALS, INC. | ||
| By: | /s/ Nasrat Hakim | |
| Nasrat Hakim | ||
| Chief Executive Officer | ||
| Dated: November 16, 2016 | ||
| By: | /s/ Carter J. Ward | |
| Carter J. Ward | ||
| Chief Financial Officer | ||
| Dated: November 16, 2016 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Nasrat Hakim | Chief Executive Officer, President and Chairman of the Board | November 16, 2016 | ||
| /s/ Carter J. Ward | Chief Financial Officer, Treasurer, Secretary | November 16, 2016 | ||
| /s/ Barry Dash | Director | November 16, 2016 | ||
| /s/ Jeffrey Whitnell | Director | November 16, 2016 | ||
| /s/ Eugene Pfeifer | Director | November 16, 2016 | ||
| /s/ Davis Caskey | Director | November 16, 2016 |
| 3 |