What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 129 added, 75 removed, 378 unchanged (35% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

25 unchanged sentences

100,000,000 shares authorized;

14,959,937 and 13,952,624 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

14,956,627 and 13,952,624 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively

51,512,221 46,821,425

8 unchanged sentences

Condensed Consolidated Statements of Operations

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

7 unchanged sentences

Total costs and expenses 10,257,622 10,780,258 32,263,571 32,022,746

Operating income (loss) ( 747,478 ) ( 1,026,688 ) 544,469 ( 2,895,938 )

Operating loss ( 1,965,260 ) ( 1,694,432 ) ( 1,420,791 ) ( 4,590,370 )

Interest income 131,583 69,190 384,781 227,777

Other income - insurance proceeds — 237,089 — 237,089

Interest expense ( 109,699 ) ( 137,374 ) ( 383,048 ) ( 382,247 )

Income (loss) before income taxes ( 729,536 ) ( 1,091,194 ) 524,318 ( 2,982,224 )

Loss before income taxes ( 1,943,376 ) ( 1,525,527 ) ( 1,419,058 ) ( 4,507,751 )

Income tax expense ( 5,670 ) ( 11,442 ) ( 17,011 ) ( 34,327 )

Net income (loss) ( 735,207 ) ( 1,102,637 ) 512,977 ( 3,005,109 )

Net loss ( 1,949,046 ) ( 1,536,969 ) ( 1,436,069 ) ( 4,542,078 )

Net loss (income) at subsidiary attributable to noncontrolling interests 8,282 ( 7,112 ) 11,633 ( 33,878 )

Net income (loss) attributable to common shareholders $ ( 740,740 ) $ ( 1,085,612 ) $ 516,328 $ ( 3,031,875 )

Earnings (loss) per share attributable to common shareholders

Net loss attributable to common shareholders $ ( 1,940,764 ) $ ( 1,544,081 ) $ ( 1,424,436 ) $ ( 4,575,956 )

Loss per share attributable to common shareholders

- basic $ ( 0.13 ) $ ( 0.11 ) $ ( 0.10 ) $ ( 0.32 )

7 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Six months ended June 30,

Nine months ended September 30,

Cash flows from operating activities:

Net income (loss) $ 512,977 $ ( 3,005,109 )

Net loss $ ( 1,436,069 ) $ ( 4,542,078 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization expense 3,103,306 3,406,166

Amortization of operating lease right-of-use assets 570,369 570,369

Reduction in the carrying amount of right-of-use assets 855,553 855,553

Share-based compensation 236,160 227,083

2 unchanged sentences

Noncash interest expense 16,085 19,377

Loss on disposal of assets — 2,691

Life insurance proceeds — ( 237,089 )

Net changes in assets and liabilities affecting operating activities:

8 unchanged sentences

Additions to property and equipment ( 97,904 ) ( 64,178 )

Life insurance policy proceeds received — 237,556

Increase in cash surrender value of life insurance policies ( 47,000 ) —

Net investment in manufacturing ( 1,447,695 ) —

Additions to intangible assets ( 40,560 ) ( 88,727 )

Net cash used in investing activities ( 942,322 ) ( 104,990 )

Net cash (used in) provided by investing activities ( 1,633,159 ) 84,651

Cash flows from financing activities:

24 unchanged sentences

Balance, June 30, 2024 14,083,183 $ 46,869,026 $ ( 20,520,036 ) $ ( 316,806 ) $ 26,032,184

Share-based compensation — 76,371 — — 76,371

Repurchase of common shares ( 72,447 ) ( 102,194 ) — — ( 102,194 )

Net income (loss) — — ( 1,544,081 ) 7,112 ( 1,536,969 )

Balance, September 30, 2024 14,010,736 $ 46,843,203 $ ( 22,064,117 ) $ ( 309,694 ) $ 24,469,392

Common stock Accumulated deficit Noncontrolling interests Total equity

7 unchanged sentences

Balance, March 31, 2025 14,961,137 $ 51,367,883 $ ( 22,710,863 ) $ ( 316,401 ) $ 28,340,619

Share issuances — — — — —

Share-based compensation 600 80,685 — — 80,685

2 unchanged sentences

Balance, June 30, 2025 14,959,937 $ 51,441,398 $ ( 23,451,603 ) $ ( 310,868 ) $ 27,678,927

Share-based compensation — 81,262 — — 81,262

Repurchase of common shares ( 3,310 ) ( 10,439 ) — — ( 10,439 )

Net loss — — ( 1,940,764 ) ( 8,282 ) ( 1,949,046 )

Balance, September 30, 2025 14,956,627 $ 51,512,221 $ ( 25,392,367 ) $ ( 319,150 ) $ 25,800,704

See accompanying Notes to Condensed Consolidated Financial Statements

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Cumberland’s growth strategy involves maximizing the potential of our existing brands, while continuing to build a portfolio of differentiated products.

We currently own six products approved by the U.S.

Our current portfolio includes seven products approved by the U.S.

Food and Drug Administration ("FDA") in the United States.

We are also continuing to build international partnerships to bring our medicines to patients in other countries.

We also continue to build international partnerships to bring our medicines to patients in other countries.

Additionally, we look for opportunities to expand our brands into new patient populations through clinical trials, new product presentations and our support of select, investigator-initiated studies.

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These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the " 2024 Annual Report on Form 10-K " ).

The results of operations for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the entire fiscal year or any future period.

The results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the entire fiscal year or any future period.

Recent Accounting Guidance

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We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ("Update 2025-05"), which allows public business entities to elect a practical expedient for current accounts receivables and contract assets to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

Update 2025-05 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted, and is required to be applied on a prospective basis.

We plan to elect the practical expedient in the period required but do not expect it to have a material impact on the recognition or measurement of our credit losses within our condensed consolidated financial statements.

Accounting Policies

30 unchanged sentences

The Company reviews all balances over 90 days past due for a possible reserve and considers any specific factors or information for balances aged under 90 days if there are indicators that the balance should be reserved, such as other aged balances with the customer or bankruptcy as well as any economic issues with a customer industry or region.

(2) EARNINGS (LOSS) PER SHARE

The following table reconciles the numerator and denominator used to calculate basic and diluted earnings (loss) per share for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30,

(2) LOSS PER SHARE

The following table reconciles the numerator and denominator used to calculate basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,

Net loss attributable to common shareholders $ ( 1,940,764 ) $ ( 1,544,081 )

2 unchanged sentences

Weighted-average shares outstanding – diluted 14,958,534 14,052,754

Six months ended June 30,

Net income (loss) attributable to common shareholders $ 516,328 $ ( 3,031,875 )

Nine months ended September 30,

Net loss attributable to common shareholders $ ( 1,424,436 ) $ ( 4,575,956 )

Weighted-average shares outstanding – basic 14,953,944 14,089,496

1 unchanged sentence

Weighted-average shares outstanding – diluted 14,953,944 14,089,496

As of June 30, 2025 and 2024, restricted stock awards and options to purchase 753,089 and 576,517 shares of common stock, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive.

As of September 30, 2025 and 2024, restricted stock awards and options to purchase 737,969 and 600,266 shares of common stock, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive.

Product Revenues

The Company accounts for revenues from contracts with customers under ASC 606.

The Company’s net revenues consisted of the following for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

The Company’s net revenues consisted of the following for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

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Total net revenues $ 8,292,362 $ 9,085,826 $ 30,842,780 $ 27,432,376

There was no Omeclamox-Pak net revenue for the first six months of 2025 due to our lack of commercial inventory of this product.

The packager for our Omeclamox-Pak product encountered financial difficulties due to the impact of COVID-19.

There was no Omeclamox-Pak net revenue for the first nine months of 2025 due to our lack of commercial inventory of this product.

As we have not been able to identify an alternative site to package the product, we discontinued the sales of Omeclamox-Pak and expensed the remaining brand intangible assets in late 2023.

For the three and six months ended June 30, 2025 and 2024, the amounts noted resulted from normal distribution adjustments.

For the three and nine months ended September 30, 2025 and 2024, the amounts noted resulted from normal distribution adjustments.

With regard to Vaprisol, we are in the process of transitioning to a new manufacturing partner, who was issued an FDA Form 483 in the second quarter of 2022.

Once these FDA Form 483 related issues are satisfactorily resolved, we will then resubmit our application for their facility to the FDA for approval.

For the three and six months ended June 30, 2025, the amounts are normal sales deduction adjustments.

For the three and six months ended June 30, 2024, the amounts reflected our share of sales of a special, interim compounded product introduced to the market in late 2023 and normal sales deduction adjustments.

For the three and nine months ended September 30, 2025, the amounts are normal sales deduction adjustments.

For the three and nine months ended September 30, 2024, the amounts reflected our share of sales of a special, interim compounded product introduced to the market in late 2023 and normal sales deduction adjustments.

Effective June 30, 2023, the Company returned all rights of RediTrex back to Nordic and will receive a long-term royalty on any sales of the product in the future.

For the three and six months ended June 30, 2025 and 2024, the revenue amounts represented normal distribution and accrual adjustments.

For the three and nine months ended September 30, 2025 and 2024, the revenue amounts represented normal distribution and accrual adjustments.

Other Revenues

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("CET") through the Small Business Administration's Small Business Innovation Research and Small Business Technology Transfer Research ("SBIR/STTR") programs.

There was no grant revenue from these federal grant programs for the six months ended June 30, 2025 and was approximately $ 0.1 million for the six months ended June 30, 2024.

There was no grant revenue from these federal grant programs for the nine months ended September 30, 2025 and grant revenue was approximately $ 0.4 million for the nine months ended September 30, 2024.

Other revenues also include lease income generated by CET’s Life Sciences Center, which is a research facility that provides scientists with access to flexible lab space and other resources to develop biomedical products.

This lease income, as noted in Footnote 5 - Leases, was approximately $ 0.2 million and $ 0.1 million for the three months ended June 30, 2025 and 2024, respectively, and $ 0.3 million for the six months ended June 30, 2025 and 2024.

During the six months ended June 30, 2025, the Company received a $ 3.0 million milestone payment associated with the approval of Vibativ for the Chinese market.

We recognized as revenue all but $ 25,000 of the milestone payment which is the estimated cost of virtual marketing training that will take place prior to the launch of the product in the Chinese market.

As part of a CET development agreement, $ 0.2 million was included in other revenue for the three months ended June 30, 2025, which represents development funding associated with a new product.

This lease income, as noted in Footnote 5 - Leases, was approximately $ 0.2 million and $ 0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 0.5 million and $ 0.4 million for the nine months ended September 30, 2025 and 2024, respectively.

In the second quarter 2025, the Company received a $ 3.0 million milestone payment associated with the approval of Vibativ for the Chinese market.

We recognized as other revenue all but $ 25,000 of the milestone payment which is the estimated cost of virtual marketing training that will take place prior to the launch of the product in the Chinese market.

As part of a CET development agreement, $ 0.2 million was included in other revenue for the second quarter of 2025, which represents development funding associated with a new product candidate.

(4) INVENTORIES

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When evidence indicates that the carrying value may not be recoverable, a charge is taken to reduce the inventory to its current net realizable value.

At June 30, 2025 and December 31, 2024, there were no cumulative net realizable value charges for potential obsolescence and discontinuance losses necessary.

At September 30, 2025 and December 31, 2024, there were no cumulative net realizable value charges for potential obsolescence and discontinuance losses necessary.

The Company purchases the active pharmaceutical ingredient ("API") for Kristalose and Sancuso and maintains the inventory of that raw material.

2 unchanged sentences

Consigned inventory represents Authorized Generic inventory stored with our partner until shipment to their customers.

At June 30, 2025 and December 31, 2024, the Company's net inventories consisted of the following:

June 30, 2025 December 31, 2024

At September 30, 2025 and December 31, 2024, the Company's net inventories consisted of the following:

September 30, 2025 December 31, 2024

Raw materials and work in process $ 9,747,221 $ 11,982,045

4 unchanged sentences

Total inventories classified as current $ 2,934,723 $ 3,999,995

At June 30, 2025 and December 31, 2024, the Company's non-current inventories consisted of the following:

June 30, 2025 December 31, 2024

At September 30, 2025 and December 31, 2024, the Company's non-current inventories consisted of the following:

September 30, 2025 December 31, 2024

Vibativ Raw Materials $ 4,714,922 $ 6,180,347

5 unchanged sentences

Ifetroban Raw Materials 65,270 166,923

Kristalose Finished Goods 177,715 —

Vibativ Finished Goods 157,477 183,057

Caldolor Finished Goods 118,221 77,382

Omeclamox 69,622 69,622

Omeclamox-Pak Raw Materials 69,622 69,622

Total inventories classified as non-current $ 9,183,862 $ 11,005,499

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("Kindos") for our Vibativ product.

These expenditures are classified as embedded leases resulting in right-of-use assets to be amortized over the life of the contracts.

As of June 30, 2025, the right-of-use assets for Nephron and Kindos was $ 0.7 million and $ 1.4 million, respectively, and included in the total right-of-use assets of $ 7.1 million.

These expenditures are classified as embedded leases resulting in right-of-use assets with the carrying value being reduced straight-line over the life of the contracts.

As of September 30, 2025, the right-of-use assets for Nephron and Kindos were $ 0.7 million and $ 2.0 million, respectively, and are included in the total right-of-use assets of $ 7.6 million.

Operating lease liabilities were recorded as the present value of remaining lease payments not yet paid for the lease term discounted using the incremental borrowing rate associated with each lease.

2 unchanged sentences

Incremental borrowing rates reflect the Company’s estimated interest rates for collateralized borrowings over similar lease terms.

The weighted-average remaining lease term for the Broadwest Lease and Gateway Lease is 9.2 years and 10.0 years at June 30, 2025 and June 30, 2024, respectively.

The weighted-average incremental borrowing rate used to discount the present value of the remaining lease payments for both leases is 9.37 % and 9.38 % at June 30, 2025 and December 31, 2024, respectively.

The weighted-average remaining lease term for the Broadwest Lease and Gateway Lease is 9.2 years and 9.6 years at September 30, 2025 and December 31, 2024, respectively.

The weighted-average incremental borrowing rate used to discount the present value of the remaining lease payments for both leases is 9.37 % and 9.38 % at September 30, 2025 and December 31, 2024, respectively.

Lease Position

At June 30, 2025 and December 31, 2024, the Company's lease assets and liabilities were as follows:

Right-of-Use Assets June 30, 2025 December 31, 2024

At September 30, 2025 and December 31, 2024, the Company's lease assets and liabilities were as follows:

Right-of-Use Assets September 30, 2025 December 31, 2024

Operating lease right-of-use assets $ 7,570,452 $ 6,176,923

Lease Liabilities June 30, 2025 December 31, 2024

Lease Liabilities September 30, 2025 December 31, 2024

Operating lease current liabilities $ 401,445 $ 356,508

1 unchanged sentence

Total $ 4,997,213 $ 5,296,247

As of June 30, 2025, cumulative future minimum sublease income under non-cancelable operating subleases totals approximately $ 0.2 million which includes the 90-day notice required for lease termination.

As of September 30, 2025, cumulative future minimum sublease income under non-cancelable operating subleases totals approximately $ 0.1 million which includes the 90-day notice required for lease termination.

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) are as follows:

Maturity of Lease Liabilities at June 30, 2025

Maturity of Lease Liabilities at September 30, 2025

Operating Leases

4 unchanged sentences

Rent expense and sublease income were as follows:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

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In January 2019, the Company's Board of Directors established the current $ 10 million repurchase program to replace the prior authorizations.

During the six months ended June 30, 2025 and June 30, 2024, the Company repurchased 55,637 and 202,641 shares of common stock for $ 0.3 million and approximately $ 0.4 million, respectively.

At June 30, 2025, there remains approximately $ 2.2 million available under the current repurchase program for common share repurchases.

During the nine months ended September 30, 2025 and September 30, 2024, the Company repurchased 58,947 and 275,088 shares of common stock for $ 0.3 million and approximately $ 0.5 million, respectively.

At September 30, 2025, there remains approximately $ 2.2 million available under the current repurchase program for common share repurchases.

Share purchases and sales

1 unchanged sentence

These purchases are designed to increase ownership in the Company by the members of the Board.

The plans became effective on March 3, 2025, and as of June 30, 2025, a total of 5,505 shares have been purchased through these trading plans.

The plans became effective on March 3, 2025, and as of September 30, 2025, a total of 11,992 shares have been purchased through these trading plans.

The Company filed an updated Form S-3 with the SEC in December 2023, which was declared effective December 26, 2023 (the "Current Registration Statement").

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Restricted Share Grants and Incentive Stock Options

During the six months ended June 30, 2025 and June 30, 2024, the Company issued 35,110 shares and 50,500 shares of restricted stock, respectively, to advisors and directors.

During the nine months ended September 30, 2025 and September 30, 2024, the Company issued 35,110 shares and 50,500 shares of restricted stock, respectively, to advisors and directors.

Restricted stock issued to advisors generally cliff-vests on the fourth anniversary of the date of grant and for directors on the one-year anniversary of the date of grant.

During the six months ended June 30, 2025 and June 30, 2024, the Company also issued 179,500 and 189,250 incentive stock options, respectively, to employees that cliff-vest on the fourth anniversary of the date of grant, and are largely set to expire in 2035 and 2034, respectively.

During the nine months ended September 30, 2025 and September 30, 2024, the Company also issued 182,150 and 190,450 incentive stock options, respectively, to employees that cliff-vest on the fourth anniversary of the date of grant, and are largely set to expire in 2035 and 2034, respectively.

Stock compensation expense is presented as a component of general and administrative expense in the condensed consolidated statements of operations as it relates to these restricted share grants and options.

For the six months ended June 30, 2025 and 2024, stock compensation expense was $ 0.2 million for each period.

For the six months ended June 30, 2025, we recorded a credit of $ 5,973 to stock compensation expense related to the forfeiture of unvested incentive stock options.

For the six months ended June 30, 2024, we recorded a credit of $ 18,564 .

For the nine months ended September 30, 2025 and 2024, stock compensation expense was $ 0.2 million for each period.

For the nine months ended September 30, 2025 and 2024, we recorded a credit of $ 7,001 and $ 22,058 , respectively, to stock compensation expense related to the forfeiture of unvested incentive stock options.

Debt Agreement

3 unchanged sentences

It has a 3-year term expiring on October 1, 2026.

The interest rate is based on Benchmark (Term SOFR) plus a spread of 2.75 %.

The interest rate is based on Benchmark (Term SOFR) plus 2.75 %.

Cumberland is subject to one financial covenant, the maintenance of a Funded Debt Ratio, determined on a quarterly basis.

1 unchanged sentence

On May 6, 2024, the Company entered into a First Amendment to the Loan Agreement which provides an alternative to the financial covenant by delivering to the lender a borrowing base certificate and complying with certain borrowing base requirements which set forth a maximum revolver amount equal to the lessor of (a) up to $ 20 million or (b) the sum of the Company's cash balances and eligible accounts receivable.

As of June 30, 2025 and December 31, 2024, the Company had $ 5.2 million and $ 15.3 million, respectively, in borrowings outstanding under its revolving credit facility.

The applicable interest rate under the Loan Agreement was 7.125 % at June 30, 2025.

As of September 30, 2025 and December 31, 2024, the Company had $ 5.2 million and $ 15.3 million, respectively, in borrowings outstanding under its revolving credit facility.

The applicable interest rate under the Loan Agreement was 7.0 % at September 30, 2025.

Joint Venture Agreement

In August 2020, Cumberland entered into an agreement with WinHealth Investment (Singapore) Ltd creating WHC Biopharmaceuticals, Pte.

The joint venture, as a limited liability company, will focus on acquiring, developing, registering, and commercializing development stage and commercial stage biopharmaceuticals for China, Hong Kong and other Asian markets.

In August 2020, Cumberland entered into an agreement with WinHealth Investment (Singapore) Ltd creating a jointly owned company - WHC Biopharmaceuticals, Pte.

The limited liability company is designed to acquire, develop, register, and commercialize development stage and commercial stage biopharmaceuticals for China, Hong Kong and other Asian markets.

The agreement provided for initial investment from WinHealth in the form of a $ 0.2 million equity contribution and an initial investment from Cumberland in the form of a $ 0.2 million convertible note, which was funded during the first quarter of 2021.

The joint venture will seek additional future capital from additional investors and has entered into exclusive option agreements to license product candidates from both Cumberland Pharmaceuticals Inc.

The joint venture may seek additional future capital from additional investors and has entered into exclusive option agreements to license product candidates from both Cumberland Pharmaceuticals Inc.

and Cumberland Emerging Technologies Inc.

(7) INCOME TAXES

As of June 30, 2025, the Company has approximately $ 51.9 million in federal net operating loss carryforwards including approximately $ 44.1 million of net operating loss carryforwards resulting from the exercise of nonqualified stock options.

As of September 30, 2025, the Company had approximately $ 52.6 million in federal net operating loss carryforwards including approximately $ 44.1 million of net operating loss carryforwards resulting from the exercise of nonqualified stock options.

These have historically been used to significantly offset income tax obligations.

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The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are currently assessing its impact on our consolidated financial statements.

We are currently assessing its impact on our taxes and consolidated financial statements.

(8) COLLABORATIVE AGREEMENTS

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In addition, Cumberland has agreed to pay royalties of up to 20 % of on-going net sales of the product in the U.S.

after a $ 3 million threshold is met.

after an annual $ 3 million threshold is met.

The future royalty payments were recognized at their acquisition-date fair value as a contingent consideration liability, as part of the contingent consideration transferred in the business combination.

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Contingent consideration earned and accrued in operating expenses 751,465

Balance at June 30, 2025

The contingent consideration liability of $ 3.4 million was accounted for as $ 1.1 million of other current liabilities and $ 2.3 million of other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2025.

Balance at September 30, 2025

The contingent consideration liability of $ 3.6 million was accounted for as $ 1.7 million of other current liabilities and $ 1.9 million of other long-term liabilities on the condensed consolidated balance sheet as of September 30, 2025.

On January 3, 2022, Cumberland acquired the U.S.

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The product’s FDA registration was subsequently transferred from Kyowa Kirin to Cumberland in August 2023.

Cumberland has also accounted for this transaction as a business combination in accordance with ASC 805 and the product sales are included in the results of operations subsequent to the acquisition date.

Cumberland has accounted for this transaction as a business combination in accordance with ASC 805 and the product sales are included in the results of operations subsequent to the acquisition date.

The Company made an upfront payment of $ 13.5 million at the closing of the transaction.

The agreement called for milestone payments of up to $ 3.5 million based on the attainment of various approvals and sales performance.

In January 2023, Cumberland made a $ 1.0 million milestone payment to Kwoya Kirin based on the FDA approval of a manufacturing site for the product.

In January 2023, Cumberland made a $ 1.0 million milestone payment to Kyowa Kirin based on the FDA approval of a manufacturing site for the product.

In October 2023, Cumberland made a $ 0.5 million milestone payment based on the successful transfer of the product’s FDA registration from Kyowa Kirin to Cumberland.

The remaining $ 2.0 million in milestones are tied to achievement of certain annual sales levels for the product.

In addition, Cumberland has agreed to pay a royalty of up to 10 % of on-going net sales of Sancuso.

In addition, Cumberland has agreed to initially pay a royalty of 10 % of on-going net sales of Sancuso.

That royalty rate was subsequently reduced to 5 % in early 2025.

The future royalty payments were required to be recognized at their acquisition-date fair value as a contingent consideration liability, as part of the contingent consideration transferred in the business combination.

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Contingent consideration earned and accrued in operating expenses 451,629

Balance at June 30, 2025

Balance at September 30, 2025

The contingent consideration liability earned and accrued in operating expenses is paid to Kyowa Kirin quarterly.

The contingent consideration liability of $ 1.3 million was accounted for as $ 0.7 million of current liabilities and $ 0.6 million of other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2025.

On July 12, 2022, the Cumberland entered into an amendment to an agreement with Nordic Group B.V.("Nordic") returning all the U.S.

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The companies have cooperated on the transition and Cumberland will receive a long-term royalty on any Nordic sales of the product.

(11) SEGMENT REPORTING

The Company has one reportable segment which is specialty pharmaceutical products.

The Company's chief operating decision maker (“CODM”) is its chief executive officer.

The CODM uses consolidated, single segment financial information for purposes of evaluating performance, planning and forecasting future period financial results, and allocating resources.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the consolidated statement of operations as net income or loss.

The measure of segment assets is reported on the consolidated balance sheet as total assets.

The following table summarizes selected financial information of the Company’s single operating segment for the three and nine months ended September 30, 2025 and 2024 .

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Net revenues $ 8,292,362 $ 9,085,826 $ 30,842,780 $ 27,432,376

Costs and expenses:

Cost of products sold 988,760 1,323,013 4,425,863 4,609,499

Selling and marketing 4,433,831 4,397,480 12,889,458 12,800,469

Research and development 1,253,367 1,306,095 4,016,842 3,523,535

General and administrative 2,572,066 2,675,380 7,909,996 7,800,435

Amortization 1,009,598 1,078,290 3,021,412 3,288,808

Segment operating expenses 10,257,622 10,780,258 32,263,571 32,022,746

Operating loss ( 1,965,260 ) ( 1,694,432 ) ( 1,420,791 ) ( 4,590,370 )

Interest income 131,583 69,190 384,781 227,777

Other income - insurance proceeds — 237,089 — 237,089

Interest expense ( 109,699 ) ( 137,374 ) ( 383,048 ) ( 382,247 )

Loss before income taxes ( 1,943,376 ) ( 1,525,527 ) ( 1,419,058 ) ( 4,507,751 )

Income tax expense ( 5,670 ) ( 11,442 ) ( 17,011 ) ( 34,327 )

Net loss ( 1,949,046 ) ( 1,536,969 ) ( 1,436,069 ) ( 4,542,078 )

(12) SUBSEQUENT EVENT

On October 17, 2025, Cumberland signed several agreements with RedHill BioPharma, Ltd.

to jointly commercialize Talicia ® .

The FDA-approved oral capsule is indicated for the treatment of Helicobacter pylori infection in adults, a bacterial infection and leading risk factor for gastric cancer.

Under the terms of the agreements, Cumberland and RedHill formed a new, jointly owned company.

RedHill contributed all its Talicia related assets to the new company, including the product’s international licenses with associated revenues for a 70 % ownership position.

Cumberland will provide a $ 4 million in investment capital over a two-year period and receiving the 30 % remaining shares.

Through a co-commercialization agreement, Cumberland will assume responsibility for the product's distribution and sale of Talicia in the US.

Cumberland will record the product sales and equally share Talicia's net revenue.

Cumberland will also provide an annual investment of up to $ 2 million to cover certain distribution, marketing and sales costs.

The Company is currently evaluating the accounting impact of the addition.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements