This "Management's Discussion and Analysis of Financial Condition and Results of
Operations" section and other sections of this Quarterly Report on Form 10-Q
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act
of 1934, as amended, and the Private Securities Litigation Reform Act of 1995,
that are based on current expectations, estimates, forecasts and projections
about the industry and markets in which the Company operates and on management's
beliefs and assumptions. In addition, other written or oral statements, which
constitute forward-looking statements, may be made by or on behalf of the
Company. Words such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are based
on current expectations of management and are not guarantees of future
performance, and involve certain risks, uncertainties, and assumptions, which
are difficult to predict. These risks and uncertainties include, without
limitation:

•our capital resources are not currently sufficient for us to meet our obligations as they become due, and there is substantial doubt about our ability to continue as a going concern;



•our substantial indebtedness coupled with our significant losses and negative
cash flows makes it unlikely that we will be able to generate cash sufficient to
repay our indebtedness;

•if we fail to comply with the financial covenants contained in our Senior
Credit Facilities, our senior lenders could accelerate all amounts owing
thereunder which, in turn, could result in the acceleration of all amounts owing
under our 2023 Series D Convertible Notes;

•if we fail to maintain compliance with the continued listing standards of
Nasdaq, it may result in the delisting of our common stock from the Nasdaq
Global Select Market and in the acceleration of amounts owing under our 2023
Series D Convertible Notes and our Senior Credit Facilities;

•in the event we pursue an in-court bankruptcy restructuring, we will be subject
to the risks and uncertainties associated with bankruptcy proceedings, including
the potential delisting of our common stock from trading on the Nasdaq Global
Select Market and all notes becoming due and payable; and

•issues identified by the FDA in its warning letter and additional product quality issues identified by the Company will have a negative impact on the Company's business, financial position and results of operations, and cash flows



In addition, these risks and uncertainties include competitive factors,
outsourcing trends in the pharmaceutical industry, the general economic
conditions in the markets in which the Company operates, levels of industry
research and development spending, the Company's ability to continue to attract
and retain qualified personnel, the fixed price nature of product development
agreements or the loss of customers and other factors described in the Company's
filings with the Securities and Exchange Commission, including the "Risk
Factors" section as set forth in our Annual Report on Form 10-K for the year
ended December 31, 2020. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements. The forward-looking statements set forth herein speak only as of the
date of this report. The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required by applicable law. The Company
operates its business under one reportable segment.

Company Overview

Strategic Overview

Teligent, Inc. (the "Company") is a generic pharmaceutical company. All
references to "Teligent," the "Company," "we," "us," and "our" refer to
Teligent, Inc. and its subsidiaries. To date, our platform for growth has been
centered around the development, manufacturing and marketing of a portfolio of
generic pharmaceutical products under our own label and private labeled for
other pharmaceutical companies in topical and injectable dosage forms. We
believe that expanding our development and commercial base beyond topical
generics, historically the cornerstone of our expertise, to include injectable
generics, will leverage our existing expertise and capabilities, and broaden our
platform for more diversified strategic growth.
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We currently market and sell generic topical and generic and branded injectable
pharmaceutical products in the United States and Canada. In the United States,
we market 37 generic topical pharmaceutical products and 1 branded injectable
pharmaceutical product. We have FDA approvals for a total of 39 topical generic
products of which 3 products are currently discontinued, and we have 7
Abbreviated New Drug Applications ("ANDAs") on topical products and 3 New Drug
Application ("NDA") Prior Approval Supplements ("PASs") for sterile injectable
products submitted to the FDA that are awaiting approval. As a result of our
remediation of certain issues identified in the FDA Warning Letter issued in
November 2019 (discussed further below), we have paused the marketing and sale
of 5 of our products, with tentative plans to return them to the market sometime
in second quarter of 2022. Furthermore, in reaction to changing market forces,
the Company is examining the potential discontinuance of an additional 5
products over the next 12-24 months.

In Canada we market 24 generic injectable, 1 generic topical, and 3 generic ophthalmic products approved by Health Canada. We have 1 Abbreviated New Drug Submission ("ANDS") pending at Health Canada.



In the United States, approved ANDA generic drugs are usually interchangeable
with the innovator drug. This means that the generic version may generally be
substituted for the branded product by either a physician or pharmacist when
dispensing a prescription. We also provide contract development and
manufacturing services to the prescription and over-the-counter ("OTC")
pharmaceutical and cosmetic markets. We operate our business under one operating
segment.

Our common stock is traded on the Nasdaq Global Select Market under the trading
symbol "TLGT." Our principal executive office, laboratories and manufacturing
facilities are located at 105 Lincoln Avenue, Buena, New Jersey. We have
additional offices located in Iselin, New Jersey, and Mississauga, Canada. In
late 2020, we decided to reposition the research and development operation
mainly performed at our Tallinn, Estonia office to our US manufacturing site at
Buena, New Jersey, and consequently we have divested our limited assets in
Estonia and are in the process of formally dissolving our Estonia operations.

The manufacturing and commercialization of generic pharmaceutical products is
competitive, and there are established manufacturers, suppliers and distributors
actively engaged in all phases of our business. We currently manufacture and
sell topical, injectable and ophthalmic generic pharmaceutical products under
our own label in both the US and Canada.

In the United States, the three large wholesale drug distributors are
AmerisourceBergen Corporation ("ABC"); Cardinal Health, Inc. ("Cardinal"); and
McKesson Drug Company, ("McKesson"). ABC, Cardinal and McKesson are key
distributors of our products, as well as a broad range of health care products
for many other companies. None of these distributors is an end user of our
products. Generally, if sales to any one of these distributors were to diminish
or cease, we believe that the end users of our products would likely find little
difficulty obtaining our products either directly from us or from another
distributor. However, the loss of one or more of these distributors, together
with a delay or inability to secure an alternative distribution source for end
users, could have a material negative impact on our revenue, business, financial
condition and results of operations. There are generally three major negotiating
entities in the US market. Walgreens Boots Alliance Development (WBAD) consists
of Walgreens and AmerisourceBergen's PRxO Generics program. Red Oak Sourcing
consists of CVS and Cardinal's source programs. Finally, ClarusOne consists of
Walmart, RiteAid and McKesson's OneStop program. A loss of any of these major
entities could result in a significant reduction in revenue.

We consider our business relationships with ABC, Cardinal and McKesson to be in
good standing and we have fee for services contracts with each of them. However,
a change in purchasing patterns, a decrease in inventory levels, an increase in
returns of our products, delays in purchasing products and delays in payment for
products by one or more of these distributors could have a material negative
impact on our revenue, business, financial condition and results of operations.
We continue to explore business development opportunities to add additional
products and/or capabilities to our existing portfolio and to expand our private
label and contract manufacturing service opportunities.

For the three months ended June 30, 2021, we had sales to two customers, which
individually accounted for 10% or more of our total revenue. Total sales to
these customers represented 34% and 11% of total revenues. For the three months
ended June 30, 2020, we had sales to one customer, which individually accounted
for 10% or more of our total revenue. Total sales to this customer represented
27% of total revenues. For the six months ended June 30, 2021, we had one
customer accounted for 33% of our total revenue. For the six months ended June
30, 2020, two of the Company's customers accounted for 30% of the Company's
revenue, consisting of 19% and 11%, respectively. Accounts receivable related to
the Company's major customers comprised 46% of all accounts receivable as of
June 30, 2021 and 45% as of June 30, 2020, respectively. The loss of one or more
of these major customers could have a significant impact on our revenues and
harm our business and results of operations.

                                       44
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Our customers in the contract manufacturing business generally consist of
pharmaceutical companies, as well as cosmetic and OTC product marketers, who
require product development/manufacturing support. For the three months ended
June 30, 2021, approximately 63% of our contract manufacturing revenue was
derived from pharmaceutical projects, as compared to 31% of total contract
manufacturing revenue for the three months ended June 30, 2020. For the six
months ended June 30, 2021, approximately 75% of our contract manufacturing
revenue was derived from pharmaceutical projects, as compared to 34% of total
contract manufacturing revenue for the six months ended June 30, 2020. None of
our contract manufacturing services customers represented greater than 10% of
total revenue for the three and six months ended June 30, 2021 and 2020,
respectively.

FDA Warning Letter and Quality Issues



The Company received a warning letter from the FDA in November 2019 arising from
an inspection of its Buena, New Jersey manufacturing facility, as well as an
additional comment letter from the FDA in August 2020 (the "FDA Warning
Letter"). As part of our efforts to remediate the issues identified in the FDA
Warning Letter and to strengthen our quality systems, we undertook a
comprehensive review of all of our products. This review was completed in
December 2020. While the review did not identify material issues with many of
our products, it identified certain issues of non-conformance with respect to
certain products which have resulted in recalls and halting the production of
certain products, that we are actively reviewing and remediating. We have
experienced and may continue to experience, among other matters, product
recalls, long-term production pauses, short-term clear path to market production
pauses, and continued production with minor process corrections. The Company has
also provided the FDA with a series of detailed submissions outlining additional
changes in its quality practices, submitting additional documentation to support
previous and ongoing independent assessments and remediation actions, providing
updates to the Company's organizational structure, and providing all further
detail in regard to ongoing remediation projects (including comprehensive
product quality assessments) to ensure all of our products are safe, effective
and compliant. The Company is continuing to work diligently to remediate all
issues cited by the FDA and those resulting from its comprehensive quality
review, and has continued to have active communications with the FDA regarding
its progress.

As stated at the end of the first quarter of 2021, the Company was of the belief
that it had made substantial progress in remediating the issues identified in
the FDA Warning Letter and in subsequent internal reviews and that it would,
based on its assessment of these remediation efforts, be ready to inform the FDA
of its inspection readiness during the third quarter of 2021. However, prior to
the Company so informing the FDA, it was informed that the FDA would commence a
periodic Current Good Manufacturing Practices ("CGMP") inspection and
reinspection to follow-up on FDA Warning Letter remediation actions in mid-July.
This inspection and reinspection is still on-going as of this time and we cannot
predict at this time when it will be completed, when the results of the
inspection will be made available to us, what those results may be, and how
those results may impact the restrictions imposed on the Company by the FDA
Warning Letter. We will have no further comment on this matter until such time
as the results of the FDA's inspection and reinspection are formally made
available to us and we have had the ample opportunity to review and analyze the
same with our consultants and advisors.

We believe the foregoing disruptions with respect to certain of our products,
the diversion of resources to remediate the product quality issues, and the
uncertainty as to the results of the FDA's on-going inspection and reinspection
and whether and when this may or may not result in the removal or abating of the
restrictions imposed on the Company by the FDA Warning Letter will continue to
have a negative impact on our business, financial position, results of
operations and cash flows during 2021, including reducing our revenue,
negatively impacting operating/(loss), and possibly resulting in impairment and
other charges. Further, we anticipate that the FDA's pre-approval inspection for
commercial production on the newly installed injectable line at the Buena, NJ
facility will continue to be delayed until such time as the FDA Warning Letter
is fully addressed. The continued failure to address the issues identified by
the FDA in its warning letter and those subsequently identified by us in our
comprehensive product quality review as well as the continued delay in obtaining
the FDA's pre-approval inspection for commercial production on the newly
installed injectable line at the Buena, NJ facility will have a negative impact
on our business, financial position, results of operations and cash flows.

COVID-19 Pandemic Update:



As a pharmaceutical manufacturing facility, we are considered "essential" under
applicable directives from the state of New Jersey. During the COVID-19 Public
Health Emergency and State of Emergency we maintained our manufacturing
operations and monitored conditions in order to maintain a safe workplace for
our employees. Among other preventative measures, during the height of the
pandemic we directed all employees that could perform their function remotely to
work from home in accordance with applicable guidelines, implemented social
distancing measures on-site at our manufacturing facility and associated
administrative office spaces, provided daily personal protective equipment to
our onsite employees upon their arrival to the site and implemented temperature
monitoring services at our newly established single point of entrance. We have
also
                                       45
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implemented a more frequent sanitization process of the facility. As the Public
Health Emergency, State of Emergency and restrictions have abated, we have now
implemented a 'return to office' protocol for all our locations under which we
will maintain social distanced workspace and continue to sanitize our
facilities.

During the pandemic, we re-aligned our manufacturing-related resources with
downward adjustments made to our production schedule, and in order to preserve
cash, we initiated a reduction in force at our Buena, NJ manufacturing facility
effective June 19, 2020. In connection with the reduction, we terminated 53
employees, furloughed another 15 employees and eliminated the 2nd shift
packaging operation. Many of the furloughed employees have now been recalled.

In addition, we decided to shift our research and development operation being
performed in our Tallinn, Estonia office to our US manufacturing site at Buena,
New Jersey and subsequently to wind-down our Estonia operation. On September 30,
2020, we sold certain of our assets located in Estonia, primarily lab machinery,
equipment and office furniture and are in the process of completing the
wind-down of our Estonia operations.

Product Approvals

There were no approvals announced in 2021 to date.

Results of Operations

Results of Operations for the Three-Months Ended June 30, 2021, and June 30, 2020



For the three months ended June 30, 2021 (the "Current Period"), our Net loss
attributable to common stockholders reflected a net loss of $12.9 million, or
$0.14 per share, compared to a net loss of $14.3 million, or $2.56 per share,
for the three months ended June 30, 2020 (the "Prior Period").

Net loss attributable to common stockholders (in thousands, except per share
numbers):

                                             Three Months Ended June 30,                       Increase/(Decrease)
                                              2021                   2020                      $                      %
Net loss attributable to common
stockholders                            $      (12,866)         $   (14,332)         $           (1,466)               (10) %

Basic and diluted loss per share $ (0.14) $ (2.56) $

            (2.42)               (95) %



Net loss attributable to common stockholders decreased by $1.5 million, or 10%,
to $12.9 million for the Current Period, from $14.3 million for the Prior
Period. The decrease was primarily due to a decrease in interest and other
expenses of $4.5 million and a $4.6 million decrease in change in the fair value
of derivative liabilities. In addition, our operating loss has increased by $6.3
million from period-to-period as a result of lower net product revenues and
higher overall costs and expenses discussed below.

Revenues:
                                                  Three Months Ended June 30,                      Increase/(Decrease)
Dollars in thousands                               2021                  2020                      $                      %
Components of Revenue:
Product sales, net                           $       10,429          $   13,335          $           (2,906)               (22) %
Research and development services and
other income                                              4                 251                        (247)               (98) %
Total Revenues                               $       10,433          $   13,586          $           (3,153)               (23) %


Total revenues decreased by $3.2 million, or 23%, to $10.4 million for the three-months ended June 30, 2021 from $13.6 million in Prior Period. The decrease was driven primarily by lost contract volume and continued product price erosion due to generic competition.


                                       46
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Costs and Expenses:
                                                  Three Months Ended June 30,                        Increase/(Decrease)
Dollars in thousands                               2021                   2020                      $                       %
Cost of revenues                             $       13,136          $    11,084          $            2,052                  19  %
Selling, general and administrative
expenses                                              5,735                4,989                         746                  15  %

Product development and research
expenses                                              2,227                1,880                         347                  18  %
Totals costs and expenditures                $       21,098          $    17,953          $            3,145                  18  %



Cost of revenues increased $2.1 million, or 19%, to $13.1 million for the
Current Period, from $11.1 million for the Prior Period mainly attributable to
the cost of inventory reserves including short-dated and expired material as
well as ongoing costs of remediation and period expenses combined with lower
absorption.

Selling, general and administrative expenses increased $0.7 million, or 15%, to
$5.7 million for the Current Period, from $5.0 million for the Prior Period. The
increase was primarily due to higher professional fees resulting from our debt
restructuring, offset slightly by a decrease in personnel related costs.

Product development and research expenses increased $0.3 million, or 18%, to
$2.2 million for the Current Period, from $1.9 million for the Prior Period. The
increase was primarily due to API related expenses offset by decreases in
personnel costs, outside testing and pilot batch expenses.

Other (expense) income, net:
                                                                   Three Months Ended June 30,
Dollars in thousands                                               2021                    2020
Interest and other expense, net                             $        (2,989)         $       (7,520)
Foreign currency exchange gain                                          785                   2,125

Change in the fair value of derivative liabilities                        -                  (4,591)

Other expense, net                                          $        (2,204)         $       (9,986)

Interest and other expense decreased $4.5 million, or 60%, to $3.0 million for the Current Period, from $7.5 million in the Prior Period related to the reduction in total debt from the January 2021 Debt Exchange Transactions.



The foreign exchange gain of $0.8 million for the Current Period was mainly
related to the foreign currency translation of our intercompany loans
denominated in U.S. dollars to our foreign subsidiaries to be repaid in November
2022. Depending on the changes in foreign currency exchange rates, we will
continue to record a non-cash gain or loss on translation for the remaining term
of these loans.

The change in the fair value of derivative liabilities was zero for the Current
Period. The change in the fair value of derivative liabilities of $4.6 million
for the Prior Period was related to a $3.5 million loss on the Series B Notes, a
$0.3 million loss on the Senior Credit Facilities and a $0.8 million loss on the
Warrants.

Results of Operations for the Six-Months Ended June 30, 2021, and June 30, 2020



For the six months ended June 30, 2021 ("the Current Year"), our Net loss
attributable to common stockholders reflected a net loss of $10.7 million, or
$0.14 per share, compared to a net loss of $41.2 million, or $7.50 per share,
for the six months ended June 30, 2020 (the "Prior Year").








                                       47

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Net loss attributable to common stockholders (in thousands, except per share
numbers):

                                              Six Months Ended June 30,                        Increase/(Decrease)
                                              2021                   2020                      $                      %
Net loss attributable to common
stockholders                            $      (10,713)         $   (41,168)         $          (30,455)               (74) %
Basic and diluted loss per share        $        (0.14)               (7.50)         $            (7.36)               (98) %



Net loss attributable to common stockholders decreased $30.5 million, or 74%, to
$10.7 million for the Current Year, from $41.2 million for the Prior Year. The
decrease was primarily due to the debt restructuring gain of $22.4 million
recorded in the current year, a decrease in interest and other expenses of $6.3
million and a $2.7 million decrease in change in the fair value of derivative
liabilities. In addition, our operating loss decreased by $2.8 million from
year-to-year as a result of higher net product revenues and lower overall costs
and expenses discussed below.

Revenues:
                                                  Six months ended June 30,                       Increase/(Decrease)
Dollars in thousands                               2021                 2020                      $                      %
Components of Revenue:
Product sales, net                           $      21,842          $   20,671          $            1,171                  6  %
Research and development services and
other income                                           179                 362                        (183)               (51) %
Total Revenues                               $      22,021          $   21,033          $              988                  5  %


Total revenues increased by $1.0 million, or 5%, to $22.0 million for the Current Year, from $21.0 million for the Prior Year, primarily driven by increased net product revenues from injectables, partially offset by a decrease in topical net product revenues as a result of lost contract volume and continued product price erosion due to generic competition.



Costs and Expenses:
                                                   Six Months Ended June 30,                        Increase/(Decrease)
Dollars in thousands                               2021                  2020                      $                       %
Cost of revenues                             $      25,935          $    19,694          $            6,241                   32  %
Selling, general and administrative
expenses                                            12,007               11,706                         301                    3  %
Impairment charge                                       24                8,373                      (8,349)                (100) %
Product development and research
expenses                                             3,690                3,680                          10                    -  %
Totals costs and expenditures                $      41,656          $    43,453          $           (1,797)                  (4) %



Cost of revenues increased $6.2 million, or 32% to $25.9 million for the Current
Year, from $19.7 million in the Prior Year. The increase was attributable to the
cost of inventory reserves including short-dated and expired material as well as
ongoing costs of remediation and period expenses combined with lower absorption.

An $8.4 million impairment charge was recorded in the Prior Year related to trademark and technology of $4.9 million and product acquisition costs of $3.5 million.















                                       48

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Other income (expense), net:
                                                                     Six Months Ended June 30,
Dollars in thousands                                                2021                    2020
Interest and other expense, net                              $        (7,108)         $      (13,396)
Foreign currency exchange (loss) gain                                 (1,307)                    528
Gain on debt restructuring                                            22,439                       -
Inducement loss                                                       (1,889)                      -
Change in the fair value of derivative liabilities                    (3,186)                 (5,849)

Other income (expense), net                                  $         

8,949 $ (18,717)





Interest and other expense decreased $6.3 million, or 47%, to $7.1 million for
the Current Year, from $13.4 million in the Prior Year. The decrease is related
to the reduction in total debt from the Prior Year as a result of our debt
restructuring efforts in the Current Year.

Foreign exchange loss of $1.3 million in the Current Year was related to the
foreign currency translation of our intercompany loans denominated in U.S.
dollars to our foreign subsidiaries to be repaid in November 2022. Depending on
the changes in foreign currency exchange rates, we will continue to record a
non-cash gain or loss on translation for the remaining term of these loans.

The gain on debt restructuring and inducement loss of $20.6 million in the
Current Year is due to the extinguishment of Series C Convertible in the amount
of $17.5 million as well as the conversion of Series D Convertible Notes in the
amount of $3.5 million offset by the issuance costs related to the January 2021
Debt Exchange Transactions.

The change in the fair value of derivative liabilities of $3.2 million in the
Current Year was related to the Senior C Notes up to the January 2021 Debt
Exchange Transactions. The change in the fair value of derivative liabilities in
the Prior Year of $5.8 million included a $5.6 million loss on the derivative
liability pertaining to our Senior Credit Facility, a $0.8 million loss on the
Warrants partially offset by a $0.5 million gain on the 2023 Series B Notes.

Liquidity and Capital Resources



The Company has incurred significant losses and generated negative cash flows
from operations in recent years and expects to continue to incur losses and
generate negative cash flow for the foreseeable future. As a result, we had an
accumulated deficit of $254.2 million, total principal amount of outstanding
borrowings of $111.9 million, and limited capital resources to fund ongoing
operations at June 30, 2021. These capital resources were comprised of cash and
equivalents of $22.6 million at June 30, 2021 (a reduction from $27.5 million at
March 31, 2021) and the generation of cash inflows from working capital. The
Company is not currently generating revenues from operations that are sufficient
to cover its operating expenses, and its available capital resources are not
sufficient for it to continue to meet its obligations as they become due. As a
result, the Company has engaged financial and legal advisors to assist it in,
among other things, analyzing all available strategic alternatives to address
its liquidity and capital structure. However, the Company cannot provide
assurances that additional capital will be available when needed or that any
strategic alternatives or restructuring pursued will be on acceptable terms.

The Company's liquidity needs have typically arisen from the funding of its new
manufacturing facility, product manufacturing costs, research and development
programs, and the launch of new products. In the past, the Company has met these
cash requirements through cash inflows from operations, working capital
management, and proceeds from borrowings. Although the construction of the
Company's new manufacturing facility was substantially completed in October
2018, additional investment was made in order to prepare the facility and the
Company's employees for a prior approval inspection from the FDA for the new
injectable line. The Company's liquidity was negatively impacted in 2020 as a
result of the COVID-19 pandemic, and the Company believes its liquidity will be
negatively impacted during 2021 by disruptions with respect to certain of its
products and the diversion of resources to remediate the product quality issues
identified in connection with the Company's response to the FDA's warning
letter. In addition, the Company expects to continue to incur significant
expenditures for the development of new products in its pipeline, and the
manufacturing, sales and marketing of its existing products. As described above,
notwithstanding the Company's significant current liquidity needs, the Company
cannot provide assurances that additional capital will be available on
acceptable terms or at all.


                                       49
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Series A Notes



In the beginning of 2019, the Company used a total of $2.7 million of proceeds
from the Senior Credit Facilities to repurchase a portion of the remaining 2019
Convertible 3.75% Senior Notes (the "2019 Notes"). The repurchase of the 2019
Notes was considered a debt extinguishment under ASC 470-50. The 2019 Notes were
accounted for under cash conversion guidance ASC 470-20, which required the
Company to allocate the fair value of the consideration transferred upon
settlement to the extinguishment of the liability component and the
reacquisition of the equity component upon derecognition. In accordance with the
guidance above, the Company allocated a portion of the $2.7 million to the
extinguishment of the liability component equal to the fair value of that
component immediately before extinguishment and recognized a $0.2 million
extinguishment loss in the Condensed Consolidated Statement of Operations to
measure the difference between (i) the fair value of the liability component and
(ii) the net carrying value amount of the liability component (which was already
net of any unamortized debt issuance costs). The reduction of Additional Paid in
Capital in connection with this extinguishment was immaterial. The Company
settled the remaining 2019 Notes of $13.0 million in principal upon its maturity
in December 2019.

Following the issuance of the Series D Notes described below, all amounts owing
with respect to the Series A Notes were extinguished through exchange of Series
C Notes and Series D Notes (see below).

Series B Notes



On October 31, 2019, the Company closed its offering of the Series B Notes. The
Series B Notes were scheduled to mature in May 2023 and were convertible at the
option of the holder at any time prior to their maturity. The initial conversion
price was $7.20 per share, subject to adjustment under certain circumstances.

As part of the offering, the Company entered into agreements with certain holders of its existing Series A Notes to exchange $9.0 million of the Series A Notes for $5.1 million of the Series B Notes.



The gross cash proceeds of approximately $29.3 million on from the financing
were used to extinguish the Company's existing 2019 Notes in December 2019 and
intended to pay amounts owing with respect to other indebtedness and to fund
general corporate and working capital requirements. The net proceeds from the
financing were $26.9 million after deducting a total of $2.3 million of the
initial purchasers' discounts and professional fees associated with the
transaction. The Series B Notes bore interest at a rate of 7.00% per annum if
paid in cash, semiannually in arrears on May 1 and November 1 of each year,
beginning on May 1, 2020. The Company also had an option, and agreed with its
senior lender, to PIK the interest at 8.00% per annum, to defer cash payments.
The Company elected the paid-in-kind interest option and increased the principal
balance of the Series B Notes by $2.0 million for the year ended December 31,
2020.

Following the issuance of the Series D Notes described below, all outstanding
debt with respect to the Series B Notes had been extinguished through exchange
of Series C and Series D Notes (see below).

Series C Notes



On July 20, 2020, the Company completed the sale and issuance of $13.8 million
aggregate principal amount of Series C Notes. After taking into account an
original issue discount and other fees payable to the Purchasers, the Company
received net cash proceeds of approximately $10.0 million, which the Company is
using for general corporate purposes.

The Company also issued approximately $32.3 million in aggregate principal
amount of Series C Notes in exchange for approximately $35.9 million in
aggregate principal amount, plus accrued but unpaid interest thereon, of the
Company's outstanding Series B Notes, giving effect to a 10% discount on the
principal amount of the Series B Notes exchanged. In addition, the Company
issued approximately $3.7 million in aggregate principal amount of Series C
Notes in exchange for approximately $8.2 million in aggregate principal amount,
plus accrued but unpaid interest thereon, of the Company's outstanding Series A
Notes, giving effect to a 55% discount on the principal amount of the Series A
Notes exchanged.

Interest on the Series C Notes accrues at the rate of 9.5% per annum and is
payable in kind and capitalized with principal semiannually in arrears on March
1 and September 1 of each year, beginning on September 1, 2020. The Series C
Notes will mature on March 30, 2023, unless earlier converted or repurchased and
are subordinate to the indebtedness under the Senior Credit Facilities. The
Company has elected the paid-in-kind interest option and increased the principal
balance of the Series C Notes by $0.5 million in the year ended December 31,
2020. The Company has agreed to use its commercially reasonable best efforts to
obtain the approval of its stockholders that is required under applicable Nasdaq
rules and regulations to permit holders of the Series C Notes to beneficially
own shares of common stock without being subject to the Nasdaq Change of Control
Cap.
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In the event that the Company did not obtain such stockholder approval at an
annual or special meeting of its stockholders on or before October 31, 2020,
holders of a majority in aggregate principal amount of outstanding Series C
Secured Convertible Notes may elect to increase the interest rate payable on the
2023 Series C Secured Convertible Notes to 18.0% per annum until such
stockholder approval is obtained, which will continue to be paid in kind in the
form of additional principal with respect to any applicable period in which the
increased interest rate remains in effect. Pursuant to a notice dated November
2, 2020, the holders of a majority in principal amount of the outstanding 2023
Series C Secured Convertible Notes elected to increase the interest rate payable
on the 2023 Series C Secured Convertible Notes from 9.5% to 18.0%. The Company
convened and adjourned a special meeting of stockholders on October 22, 2020,
and further adjourned such special meeting on November 11, 2020 and November 25,
2020 due to a lack of quorum. The special meeting of stockholders was held on
December 16, 2020, pursuant to which the stockholders of the Company approved
the holders of the 2023 Series C Secured Convertible Notes beneficially owning
shares of common stock without being subject to the Nasdaq Change of Control
Cap. As a result of the approval, the interest rate payable on the 2023 Series C
Secured Convertible Notes was decreased to 9.5%.

In January 2021, the Company issued 29,862,641Common Shares in exchange for Series C Notes. See Note 8.

Series D Notes



On September 22, 2020, the Company completed the issuance of approximately $27.5
million aggregate principal amount of Series D Notes in exchange for
approximately $59.0 million in aggregate principal amount, plus accrued but
unpaid interest, of Series A Notes, giving effect to a 53.4% discount on the
principal amount of the Series A Notes exchanged. The Company also issued
approximately $0.4 million aggregate principal amount of the Series D Notes in
exchange for approximately $0.5 million in aggregate principal amount, plus
accrued but unpaid interest, of the Company's outstanding Series B Notes, giving
effect to a 31.9% discount on the principal amount of the Series B Notes
exchanged.

Following the issuance of the Series D Notes, all amounts owing with respect to
the Series A Notes and Series B Notes had been paid and the related indentures
and the Company's obligations thereunder were satisfied and discharged.

Senior Credit Facilities



On November 12, 2018, the Company secured a credit agreement for $120.0 million.
The facility includes three tranches of funding, an asset based revolving credit
facility of $25.0 million due November 2022 ("Revolver"), a term loan of $80.0
million due February 2023 ("2023 Term Loan"), and a delayed draw term loan of
$15.0 million also due in February 2023 ("2023 Delayed Draw Term Loan"). The
interest rate under the Revolver was calculated, at the option of the Company,
at either the one, two, three or six-month LIBOR plus 3.75% or the base rate
plus 2.75%. The interest rate on the 2023 Term Loan and the 2023 Delayed Draw
Term Loan bore interest, at the option of the Company, at either the one, two,
three or six-month LIBOR plus 8.75% or the base rate plus 7.75%, with a 24-month
paid-in-kind interest option available to the Company should it choose to defer
cash payments in order to maintain the liquidity needed to continue launching
new products, build inventory, and prepare for the FDA prior approval
inspection.

The Initial Term Loan of $50.0 million and $15.0 million of the Revolver were
drawn by the Company on December 13, 2018. On December 21, 2018, the Company
drew $20.0 million of the Delayed Draw Term Loan A. In January 2019, the Company
drew $5.0 million and subsequently the remaining $5.0 million under the Revolver
were drawn down by the Company in April 2019. On September 18, 2019, pursuant to
terms of the First Lien Credit Agreement, the Company borrowed an advance in the
aggregate principal amount of $2.5 million (the "Protective Advance"). The
Protective Advance is a secured Obligation under the First Lien Credit Agreement
and bears interest at the rate applicable to the Revolver. The Protective
Advance was subsequently repaid in November 2019 along with a repayment fee of
$0.1 million. The Company drew down the remaining $10.0 million under its
borrowing capacity of Delayed Draw Term Loan A before its expiry in December of
2019. The $15.0 million Delayed Draw Term Loan B expired upon the issuance of
the Series B Notes, prior to the Company drawing down any monies.

The Term Loans are governed by the Second Lien Credit Agreement. The Term Loans
include a 24-month paid-in-kind interest option available to the Company should
it choose to defer cash payments in order to maintain the liquidity needed to
continue launching new products, and preparing for an FDA prior approval
inspection of its new injectable manufacturing facility. The Company has elected
the paid-in-kind interest option.

On April 6, 2020, the Company entered (i) Amendment No. 2 of the Revolver and
Amendment No. 4 of the Term Loans (the "Amendment 4"), effective as of December
31, 2019 (together, the "April 2020 Amendments"). The April 2020 Amendments
together, among other things, (i) increase the interest rates, (ii) reset
certain prepayment premiums and modify the terms of
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certain mandatory prepayments and (iii) modify certain financial covenant levels
inclusive of the disposition of prior covenants as of and for the period ended
December 31, 2019. The additions and changes to financial covenants set forth in
the April 2020 Amendments: (i) add a new minimum net revenue covenant that is
tested on the last day of each fiscal quarter from March 31, 2020 until the
quarter ending December 31, 2020, (ii) reset a minimum consolidated adjusted
EBITDA covenant that is tested on the last day of each fiscal quarter ending
during the period from March 31, 2021 to maturity, (iii) eliminate a total net
leverage covenant and (iv) add a minimum liquidity covenant tested at all times
during the term of the Senior Credit Facilities.

The associated increases in interest rates were effective as of April 6, 2020.
The Revolver bears interest at a fluctuating rate of interest equal to the one,
two, three or six-month LIBOR plus a margin of 5.5% or a rate based on the prime
rate plus a margin of 4.5%, with a LIBOR floor of 1.5%. The Term Loans bear
interest at a fluctuating rate of interest equal to the one, two, three or
six-month LIBOR plus a margin of 13.0% or a rate based on the prime rate plus a
margin of 12.0%, with a LIBOR floor of 1.5%. Interest on the Senior Credit
Facilities is payable in cash quarterly in arrears (or more frequently in
connection with customary LIBOR interest provisions), provided, that the Company
may elect (and has covenanted to the lenders under its Senior Credit Facilities
and subsequent amendments thereto) to pay interest on the Term Loans in kind
through December 13, 2021 but only if the following occurs: (1) the Company
receives a "warning letter close-out letter" from the Federal Drug
Administration in response to corrective actions taken by the Company since
receipt of the warning letter in November 2019 and (2) the Company receives a
written recommendation from the Federal Drug Administration setting forth its
approval decision in respect of the pre-approval inspection for commercial
production on the newly installed injectable line at the Company's New Jersey
facility. If only one of those items occurs by December 13, 2020, then the
Company may still elect to pay interest in kind during 2021, but only from the
time the second condition has been satisfied until December 13, 2021.
Thereafter, a portion of interest on the loans accruing at a rate of 4.25% per
annum may continue to be paid in kind.

Both April 2020 Amendments provide that in the event of receipt of net proceeds
from a disposition triggering a mandatory prepayment, net proceeds of such
disposition will be applied as follows: (i) first, to be retained by the Company
or applied to amounts outstanding under the First Lien Credit Agreement until
such time as liquidity of the Company and its subsidiaries equals $10.0 million,
(ii) next to amounts outstanding under the Revolver (without a permanent
reduction in the revolving loan commitments of the lenders) until such amounts
are paid in full (with the first lien administrative agent having the right to
waive such prepayment, in which event, such net proceeds are applied to amounts
outstanding under the Second Lien Credit Agreement), and (iii) finally, to
amounts outstanding under the Term Loans. In addition, pursuant to the Revolver,
the Company has agreed at all times to maintain book cash of the Company and its
subsidiaries not in excess of $10.0 million with any excess being required to
prepay the outstanding obligations under the Revolver.

After giving effect to the April Amendments, the effective interest rates, inclusive of the debt discounts and issuance costs for the Initial Term Loan and Delayed Draw Term Loan A were between 16.6% and 17.7% and for the various borrowing tranches of the Revolver, were between 9.6% and 10.9%.



In connection with the Term Loan Amendments dated April 6, 2020, the Company
issued to the Term Loan lenders certain Warrants to purchase up to, in the
aggregate, 538,995 of post reverse stock split shares of the Company's common
stock at an exercise price of $0.01 per share. The Warrants initially were
recorded at fair value upon issuance and classified as a liability as the
Company did not have sufficient authorized unissued shares for the Warrants'
exercise. The Warrants were remeasured to fair value up to the reverse stock
split date, with any fair value adjustments recognized in the condensed
consolidated statements of operations. The Warrants were reclassified as equity
at their fair value upon the reverse stock split date and will not be remeasured
subsequently. The estimated fair value of the Warrants on the date of issuance
of $1.4 million was recorded as a debt discount. The Warrants had a fair value
of $2.2 million as of the reverse stock split date which was reclassified to
equity. The Warrants are exercisable at any time after the reverse stock split
which occurred on May 28, 2020 and will remain exercisable, in whole or in part,
for a period of 5 years from the issuance date. As of June 30, 2021, all 538,995
Warrants remain outstanding (Note 9).

The number of shares issuable upon the exercise of the Warrants is subject to
customary adjustments upon the occurrence of certain events, including (i)
payment of a dividend or distribution to holders of shares of the Company's
common stock payable in shares of the Company's common stock, (ii) a
subdivision, capital reorganization or reclassification of the Company's common
stock or (iii) a merger, sale or other change of control transaction.

On July 20, 2020, the Company entered into (i) a Consent and Amendment No. 3 to
First Lien Revolving Credit Agreement (the "First Lien Amendment"), and (ii) a
Consent and Amendment No. 5 to Second Lien Credit Agreement (the "Second Lien
Amendment"). The First Lien Amendment amended the First Lien Credit Agreement
to, among other things, (i) permit the issuance of the Series C Notes and the
other transactions contemplated by the indenture related thereto, (ii) modify
the terms of certain mandatory prepayments, (iii) modify certain negative
covenants and (iv) modify certain financial covenants. The July
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2020 Second Lien Amendment amended the Second Lien Credit Agreement to, among
other things, (i) permit the issuance of the Series C Notes and the other
transactions contemplated by the indenture related thereto, (ii) modify the
terms of certain mandatory prepayments, (iii) modify certain negative covenants,
(iv) modify certain financial covenants and (v) extend the time period in which
the Company may elect to pay interest in kind.

In connection with the transactions contemplated by the July 2020 Second Lien
Amendment, the Company issued to the lenders party to the Second Lien Credit
Agreement certain Warrants to purchase shares of the Company's common stock. The
Warrants are exercisable for up to, in the aggregate, 134,667 shares of the
Company's common stock at an exercise price of $0.01 per share of common stock.
The Warrants are immediately exercisable upon issuance and will remain
exercisable, in whole or in part, for a period of five years from the original
issuance date. The number of shares issuable upon the exercise of the Warrants
is subject to customary adjustments upon the occurrence of certain events,
including (i) payment of a dividend or distribution to holders of shares of the
Company's common stock payable in shares of the Company's common stock, (ii) a
subdivision, capital reorganization or reclassification of the Company's common
stock or (iii) a merger, sale or other change of control transaction. As of June
30, 2021, all 134,667 Warrants remain outstanding.

The Company was in compliance with its financial covenants as of June 30, 2021.
However, the Company is at risk of failing the trailing twelve month Adjusted
EBITDA covenant for the first quarter of 2022. If the Company fails to comply
with its trailing twelve months revenue covenant, events of default under the
First Lien Credit Agreement and the Second Lien Credit Agreement would be
triggered and its obligations under the Senior Credit Facilities or other
agreements (including as a result of cross-default provisions of the indentures
relating to the Series C Notes and Series D Notes) may be accelerated. As such,
the Company recorded a $5.6 million derivative liability associated with certain
mandatory prepayment penalties and the recognition of future interest payments
in the anticipation of a potential future default on its Senior Credit
Facilities. The Company reversed the event of default liability of in the third
quarter of 2020 based on the Series C Notes offering which terminates the
previous revenue covenant under the Senior Credit Facilities, according to which
the Company recognized a $5.6 million gain in change in the fair value of the
derivative liability line on the Condensed Consolidated Statement of Operations
for the year ended December 31, 2020. (Note 8)

Government Grant Advance



On May 15, 2020, the Company received $3.4 million of proceeds from the U.S.
Small Business Administration (the "SBA") Paycheck Protection Program (the
"Government Grant Advance") and utilized the advance to balance its
employee-related actions previously taken with the business needs to ensure a
significant portion of the loan will be forgiven. The Government Grant Advance
matures in 2 years with accrued interest at an annual rate of 1.00%, being
deferred for payments on amounts not forgiven at the later of (a) 10 months
following the borrower's covered period, or (b) when the SBA remits any amounts
forgiven to the lender. According to IAS 20, Accounting for Government Grants
and Disclosure of Government Assistance, the Company recorded $3.4 million in
other income on the Consolidated Statements of Operations for the year ended
December 31, 2020.

Nasdaq Delisting Notice

On April 9, 2021, the Company received a notice (the "Notice") from The Nasdaq
Stock Market informing the Company that for the prior 30 consecutive business
days, the bid price of the Company's securities had closed below $1.00 per
share, which is the minimum required closing bid price for continued listing on
Nasdaq pursuant to Listing Rule 5450(a)(1) (the "Bid Price Requirement"). The
Notice has no immediate effect on the Company's Nasdaq listing or trading of the
Company's common stock. The Company has 180 calendar days, or until October 6,
2021, to regain compliance. To regain compliance, the closing bid price of the
Company's securities must be at least $1.00 per share for a minimum of ten
consecutive business days. If the Company does not regain compliance by October
6, 2021, the Company may be eligible for additional time to regain compliance or
if the Company is otherwise not eligible, the Company may request a hearing
before a Hearings Panel.

The negative financial conditions described above raise substantial doubt about
our ability to continue as a going concern as of June 30, 2021. To that end, and
as described above, the Company is not currently generating revenues from
operations that are sufficient to cover its operating expenses, and its
available capital resources are not sufficient for it to continue to meet its
obligations as they become due. As a result, the Company has engaged financial,
strategic and legal advisors to assist it in, among other things, analyzing all
available strategic alternatives to address its liquidity and capital structure.
As part of these activities we are continuing to diligently pursue with our
financial and strategic advisors critical assessments of our asset base,
operational and strategic strengths and how we can best leverage them moving
forward, as well as potential transactions which could result in potential
increased liquidity. However, the outcome of these activities is uncertain at
this time and there can be no assurance that we will be able to identify any
appropriate transaction or strategy, or consummate any such potential
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transaction or strategic shift which may be identified on terms that are
acceptable to us, if at all. Thus, the Company cannot provide assurances that
additional liquidity and capital will be available when needed or that any
strategic alternatives or restructuring pursued will be available on acceptable
terms. If such additional liquidity or capital is not available and the Company
is unable to successfully pursue strategic alternatives or a restructuring, it
may be forced to pursue a plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code and/or cease its operations. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Our cash flows from operating, investing and financing activities, as reflected
in the condensed Consolidated Statements of Cash Flows, are summarized in the
following table:
                                              Six months ended June 30,
Dollars in thousands                             2021                       2020
Net cash provided by (used in)
Operating Activities             $          (17,415)                     $ (11,143)
Investing Activities             $             (229)                     $  (2,369)
Financing Activities             $           34,392                      $   3,371



Operating Activities

Net cash used in operating activities for the six months ended June 30, 2021 was
$17.4 million primarily due to our net loss of $10.7 million mainly driven by
cash used to support our operating activities and the net gain on debt
restructuring and inducement loss of $20.6 million due to the extinguishment of
our Series C Convertible Notes as well as the conversion of our Series D
Convertible Notes. This was partially offset by non-cash charges, including the
$3.2 million change in fair value of our derivative liabilities, in addition to
non-cash interest of $6.2 million, amortization of $1.2 million and inventory
provisions of $0.8 million.

Investing Activities

Our investing activities used $229 thousand of cash and equivalents during the
six months ended June 30, 2021, compared to $2.4 million used during the six
months ended June 30, 2020, which was used for the continued facility expansion
in Buena, NJ.

Financing Activities

During the six months ended June 30, 2021, our financing activities provided
$34.4 million of cash and cash equivalents, which included $36.9 million of
proceeds from the ATM. During the six months ended June 30, 2020 we received
$3.4 million of proceeds from the U.S. Small Business Administration Paycheck
Protection Program.

Our capital resources were comprised of cash and cash equivalents of $22.6
million and $5.9 million as of June 30, 2021 and December 31, 2020 respectively.
We had working capital of $38.9 million and $21.2 million at June 30, 2021 and
December 31, 2020, respectively.

In order to continue normal business operations and execution of the Company's
growth strategy, the Company may exercise its ability to significantly defer or
reduce planned discretionary investments in research and development and capital
projects or seek other financing alternatives. Other financing alternatives may
include raising additional capital through the sale of its equity, a strategic
alliance with a third party or securing debt. If additional acquisition and
growth opportunities arise, external financing will be required.

January 2021 Debt Exchange Transactions



On January 27, 2021, we completed a recapitalization and equitization
transaction pursuant to an Exchange Agreement, dated January 27, 2021, among the
Company, the Series C Noteholders (as defined below) and Ares (as defined below)
(the "Exchange Agreement"). Under the Exchange Agreement, the holders (the
"Series C Noteholders") of all of our 9.5% Series C Senior Secured Convertible
Notes due 2023 (the "Series C Notes") exchanged an aggregate of approximately
$50.3 million of outstanding principal under the Series C Notes, representing
100% of the outstanding principal under the Series C Notes, together with
accrued interest thereon, for an aggregate of 29,862,641 shares (the "Series C
Exchange Shares") of our common stock (the "Series C Equitization"). The Series
C Equitization resulted in the extinguishment of all of our obligations under
the
                                       54
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Indenture, dated as of July 20, 2020, between us and Wilmington Trust, National Association, as trustee and collateral agent (the "Series C Indenture").



Additionally, under the Exchange Agreement, certain credit funds and accounts
managed by affiliates of Ares Management Corporation (such funds and accounts,
collectively, "Ares" and, together with the Series C Noteholders, the
"Participating Parties") that are lenders under our Second Lien Credit
Agreement, dated December 13, 2018, by and among the Company, certain of its
subsidiaries, the lenders from time to time party thereto, and Ares Capital
Corporation as Administrative Agent (as amended, including by the Second Lien
Amendment (as defined below), the "Second Lien Credit Agreement") converted a
portion of the outstanding term loans under the Second Lien Credit Agreement
constituting 100% of the approximately $24.5 million in accrued PIK interest
under the Second Lien Credit Agreement into an aggregate of approximately 85,412
shares of our newly created Series D Preferred Stock, par value $0.01 per share
(the "Series D Preferred Stock", and such transaction, the "PIK Interest
Exchange" and, together with the Series C Equitization, the "January 2021 Debt
Exchange Transactions"). Each share of Series D Preferred Stock is non-voting
and, subject to an increase in the number of shares of our common stock
available for issuance under our amended and restated certificate of
incorporation, is convertible into 200 shares of our common stock. The shares of
Series D Preferred Stock issued in connection with the PIK Interest Exchange are
currently convertible into an aggregate of 17,082,285 shares of our common
stock. The holders of shares of Series D Preferred Stock may not convert such
shares of Series D Preferred Stock into shares of our common stock to the extent
such a conversion would result in a holder thereof, together with its
affiliates, collectively owning more than 15% of the number of shares of our
common stock then outstanding.

The January 2021 Debt Exchange Transactions reduced the amount of indebtedness
on our balance sheet from approximately $186.3 million to approximately $109.7
million. After giving effect to the January 2021 Debt Exchange Transactions and
prior exchange transactions in which we extinguished all outstanding 4.75%
Convertible Senior Notes due May 2023 (the "Series A Notes") and all outstanding
7.0% Cash / 8.0% PIK Series B Senior Unsecured Convertible Notes due 2023 (the
"Series B Notes"), our remaining indebtedness. as of January 27, 2021, consisted
of:

•$105.0 million in outstanding borrowings under the Senior Credit Agreements;
and
•$1.3 million outstanding principal amount of our Zero Coupon Convertible Senior
Notes due 2023 (the "Series D Notes") (described further below).

Our current amended and restated certificate of incorporation authorizes
100,000,000 shares of common stock for issuance. As of the date of this Form
10-Q filing, we have 92,817,493 shares of common stock issued and outstanding.
In addition, after giving effect to the January 2021 Debt Exchange Transactions,
there are approximately 85,412 shares of Series D Preferred Stock outstanding,
which are convertible into, in the aggregate, 17,082,285 shares of our common
stock as of the date of this 10-Q filing. As a result, there are presently an
insufficient number of shares authorized and available for issuance under our
amended and restated certificate of incorporation to effect the conversion of
all outstanding shares of Series D Preferred Stock into common stock pursuant to
the terms of such Series D Preferred Stock. Pursuant to the terms of the
Exchange Agreement, we are required to seek the requisite approval of our
stockholders to an amendment to our amended and restated certificate of
incorporation to allow for the conversion in full of all shares of Series D
Preferred Stock into shares of our common stock (either by an increase in the
number of authorized shares of our common stock, the effectuation of a reverse
stock split, or otherwise) (the "Stockholder Approval"). The Exchange Agreement
provides that, if we are unable to obtain the Stockholder Approval on or before
July 1, 2021, we will issue to each holder of Series D Preferred Stock, on a
quarterly basis, additional shares of Series D Preferred Stock equal to 2.5% of
the number of shares of Series D Preferred Stock originally issued to such
holder until the Stockholder Approval is obtained (with a prorated amount of
Series D Preferred Stock to be issued in the event the Stockholder Approval is
obtained during any such calendar quarter).

The Company convened and adjourned a special meeting of stockholders on June 18,
2021, and further adjourned such special meeting on June 30, 2020 due to a lack
of quorum. On July 21, 2021, the Company held its adjourned annual meeting of
stockholders (the "Annual Meeting"). At the Annual Meeting, the holders of
53,944,510 shares of the Company's common stock were present in person or
represented by proxy, which represented 58.12% of the total shares of
outstanding common stock entitled to vote as of the record date of May 17, 2021.
The proposal to amend the Amended and Restated Certification of Incorporation of
the Company to effect a reverse stock split necessary to allow for the full
conversion of the Series D Preferred Stock did not pass as, despite a majority
of those shares actually voting supporting the passage of the proposal, it did
not receive the affirmative vote of the holders of a majority of the issued and
outstanding voting power of all common stock entitled to vote. As a result the
Company has issued the first tranche of additional Series D Preferred Stock and
is examining its alternatives in regard to a Special Meeting of stockholders to
consider a revised proposal for Stockholder Approval.

                                       55
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As a condition to entering into the Exchange Agreement, we entered into a
Stockholders' Agreement with the Participating Parties and B. Riley Securities
(the "Stockholders' Agreement"), pursuant to which, among other matters, the
Company granted (i) the Participating Parties registration rights for the shares
of our common stock issuable upon conversion of the Series D Preferred Stock and
for the Series C Exchange Shares, and (ii) B. Riley Securities registration
rights for the shares of common stock issued to B. Riley Securities as a
commitment fee in connection with an At Market Issuance Sales Agreement (the
"ATM Sales Agreement"), dated January 27, 2021, with B. Riley Securities,
pursuant to which we conducted an at-the-market equity offering (the "ATM
Offering"). In addition to the voting restrictions discussed further below, the
Stockholders' Agreement also contains terms restricting the transfer of shares
of our common stock and Series D Preferred Stock held by the Participating
Parties, including, subject to certain exceptions, a restriction on all sales or
other transfers or dispositions of such shares (i) in respect of our recently
completed at-the-market common stock offering, (ii) in any period during which
we are conducting a follow-on public offering of our common stock within 11
months after the ATM Offering and ending on the earlier of 60 days after
commencement of such offering or five trading days following its completion,
(iii) in violation of certain volume restrictions set forth in the Stockholders'
Agreement (including the Rule 144 Volume Limitation (as defined in the
Stockholders' Agreement)) at any time when such Participating Party holds at
least 9.9% of the outstanding shares of our common stock (including shares
issuable upon conversion of the Series D Preferred Stock) and (iv) to any person
or entity that is required to file a statement on Schedule 13D or Schedule 13G
with respect to our securities. The Stockholders' Agreement also (x) subjects
each Participating Party to certain standstill provisions for a period of 18
months following the date of the Stockholders' Agreement, (y) requires each
Participating Party to include, in any Schedule 13D or Schedule 13G that such
Participating Party may be required to file in respect of our securities, an
acknowledgment that such Participating Party has no intent to directly or
indirectly control us or to take any actions contemplated by Section 5 of the
Stockholders' Agreement and (z) provides that the rights of each of Nantahala
Capital Management, LLC ("Nantahala") and Silverback Asset Management, LLC, two
of our Series C Noteholders, to appoint a non-voting observer to our board of
directors terminated upon the consummation of the Series C Exchange.

The Stockholders' Agreement also contains certain voting restrictions as
follows: (a) each Series C Noteholder and each of such Series C Noteholder's
affiliates will not vote any shares of our common stock held by such Series C
Noteholder or such affiliates to the extent such vote would result in such
Series C Noteholder and such affiliates, collectively, voting in excess of 4.9%
of the outstanding shares of our common stock as of the record date for such
vote, and (b) Ares will not vote any shares of our common stock held by it to
the extent such vote would result in Ares and its affiliates, collectively,
voting in excess of 15% of the outstanding shares of our common stock as of the
record date for such vote. In addition, pursuant to Voting Trust Agreements
among Wilmington Savings Fund Society, FSB ("WSFS Bank"), us and each of
Nantahala and Silverback (the "Voting Trust Agreements"), we and each of
Nantahala and Silverback established voting trusts with WSFS Bank to hold all
Series C Exchange Shares issued to Nantahala or Silverback, respectively, in
excess of 4.9% of the outstanding shares of our common stock, and WSFS Bank has
agreed to vote all such Series C Exchange Shares on all matters presented to the
vote of our stockholders in the same proportions as all shares of our common
stock other than (x) the Series C Exchange Shares held in trust by WSFS Bank;
(y) any other shares of our common stock held by Nantahala or Silverback, as
applicable and (z) other shares of our common stock held by the other
Participating Parties.

Amendments to First Lien Credit Agreement and Second Lien Credit Agreement



Also in connection with the January 2021 Debt Exchange Transactions, we entered
into (i) Amendment No. 4 to First Lien Revolving Credit Agreement (the "First
Lien Amendment"), amending the First Lien Credit Agreement, dated December 13,
2018, by and among the Company, certain of its subsidiaries, the lenders from
time to time party thereto, and ACF Finco I LP as Administrative Agent (as
amended by the First Lien Amendment, the "First Lien Credit Agreement"), and
(ii) Amendment No. 6 to Second Lien Credit Agreement (the "Second Lien
Amendment"), pursuant to which all identified defaults and events of default
thereunder were waived and certain amendments were made to the First Lien Credit
Agreement and Second Lien Credit Agreement, respectively, including those
described below. The First Lien Credit Agreement and Second Lien Credit
Agreement are referred to herein as the "Senior Credit Agreements", and such
indebtedness outstanding under the Senior Credit Agreements is referred to
herein as the "Senior Credit Facilities".

The First Lien Amendment amended the First Lien Credit Agreement to, among other
things, (i) permit borrowings under the revolving credit facility under the
First Lien Credit Agreement, subject to availability (which is $0 as of the date
of this Form 10-K filing) and the other terms and conditions of the First Lien
Credit Agreement, provided, that such borrowings are only available until the
commitments of the lenders under the Second Lien Credit Agreement under the
Second Lien Delayed Draw Term Loan C Facility (as defined below) have been
reduced to $0, (ii) reduce from $10.0 million to $3.0 million (from and after
the first draw of the Second Lien Delayed Drawn Term Loan C Facility described
below) the maximum amount of cash that we and our subsidiaries that are credit
parties under the First Lien Credit Agreement are permitted to maintain prior to
triggering a mandatory prepayment of the revolving credit facility (without a
permanent reduction of the revolving credit commitments),
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which $3.0 million threshold automatically increased by the net proceeds
received from the January 28, 2021 ATM Offering and any other equity offering,
(iii) reduce from $3.0 million to $1.0 million the minimum liquidity (as defined
in the First Lien Credit Agreement) required to be maintained by us and our
subsidiaries that are credit parties under the First Lien Credit Agreement on a
consolidated basis until the earlier of (a) the date on which the net proceeds
from the January 28, 2021 offering exceed $15.0 million in the aggregate and (b)
February 15, 2021, at which time the liquidity covenant increases to $3.0
million on a consolidated basis, (iv) from and after March 31, 2022, further
increase the minimum liquidity covenant from $3.0 million to $4.0 million on a
consolidated basis and (v) suspend testing of the minimum consolidated adjusted
EBITDA covenant until March 31, 2022, at which time such minimum consolidated
adjusted EBITDA covenant levels will resume to the levels in effect prior to the
closing of the First Lien Amendment.

The Second Lien Amendment amended the Second Lien Credit Agreement to (i)
permit, among other things, the January 2021 Debt Exchange Transactions, (ii)
provide for a new multiple-draw delayed draw term loan facility in the aggregate
principal amount of up to $4.6 million (the "Second Lien Delayed Draw Term Loan
C Facility") which will be made available to us until December 31, 2021, subject
to satisfaction of the conditions to borrowing, including, following the launch
of this offering, a pro forma maximum liquidity test of $4.0 million, the
proceeds of which may be used to pay expenses specified in a budget approved by
the administrative agent under the Second Lien Credit Agreement, (iii) and after
March 31, 2022, increase from $3.0 million to $1.0 million the minimum liquidity
(as defined in the Second Lien Credit Agreement) required to be maintained by us
and our subsidiaries that are credit parties under the Second Lien Credit
Agreement on a consolidated basis until the earlier of (a) the date on which the
net proceeds from the January 28, 2021 offering exceed $15.0 million in the
aggregate and (b) February 15, 2021, at which time the minimum liquidity
covenant increases to $3.0 million on a consolidated basis, (iv) from and after
March 31, 2022, further increase the minimum liquidity covenant to $4.0 million
on a consolidated basis, (v) suspend testing of the minimum consolidated
adjusted EBITDA covenant until March 31, 2022, at which time such minimum
consolidated adjusted EBITDA covenant levels will resume to the levels in effect
prior to the closing of the Second Lien Amendment and (vi) extend the date on
which we may elect to pay interest in kind. Loans made under the Second Lien
Delayed Draw Term Loan C Facility will be pari passu with, and have the same
interest and payment terms (including maturity) as those applicable to, the
existing loans under the Second Lien Credit Agreement.

Off Balance Sheet Arrangements



We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to our
shareholders.

Critical Accounting Policies and Estimates



Our condensed consolidated financial statements are prepared in accordance with
U.S. generally accepted accounting principles, which require management to make
estimates and assumptions about future events that affect the amounts reported
in the financial statements and the accompanying notes. Actual results could
differ from these estimates.

Please refer to our Annual Report on Form 10-K for the year ended December 31,
2020 for a complete list of all Critical Accounting Policies and Estimates. See
also Item 1 for our Condensed Consolidated Financial Statements.

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