What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-09 compared with 2025-03-07 · 216 added, 145 removed, 1117 unchanged (24% of the section changed)

69 unchanged sentences

001- 001-33637) as filed with the SEC on January 6, 2022

3.1 Fourth Amended and Restated Charter of Cumberland Pharmaceuticals Inc.

3.1 Fourth Amended and Restated Charter of Cumberland Pharmaceuticals Inc., incorporated herein by reference to the Registrant’s Annual Report on Form 10-K (File No.

001-33637) as filed with the SEC on March 7, 2025

3.2 Second Amended and Restated Bylaws of Cumberland Pharmaceuticals Inc., incorporated herein by reference to the corresponding exhibit to Amendment No.

25 unchanged sentences

333-184091) as filed with the SEC on September 25, 2012

4.11 Description of Cumberland Pharmaceutical's Common Stock

4.11 Description of Cumberland Pharmaceutical's Common Stock, incorporated herein by reference to the corresponding exhibit to the Registrant's Annual Report on Form 10-K (File No.

001-33637) as filed with the SEC on March 13, 2024.

10.7† Exclusive Distribution Agreement, effective as of July 1, 2010, by and between Cardinal Health 105, Inc.

7 unchanged sentences

333-142535) as filed with the SEC on July 11, 2007

Registrant's Quarterly Report on Form 10-Q (File No.

001-33637) as filed with the SEC on May13, 2022

10.11# Employment Agreement dated March 4, 202 6 , effective as of January 1, 202 6 , by and between A.J.

47 unchanged sentences

001-33637)) as filed with the SEC on May 10, 2024

16.1 Letter to the SEC from FORVIS, LLP, incorporated herein by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K (File No.

001-33637) as filed with the SEC on May 24, 2023

19.1 Insider Trading Policy

10.52 First Amendment to Amended and Restated Revolving Credit Note and Second Amendment to Amended and Restated Revolving Credit Loan Agreement, dated as of November 12, 2025, by and between Cumberland Pharmaceuticals Inc.

and Pinnacle Bank, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.

001-33637) as filed with the SEC on November 24, 2025

19.1 Insider Trading Policy, incorporated herein by reference to the corresponding exhibit to the Registrant’s Annual Report on Form 10-K (File No.

001-33637) as filed with the SEC on March 7, 2025

21.1 Subsidiaries of Cumberland Pharmaceuticals Inc., incorporated herein by reference to the corresponding exhibit to the Registrant’s Registration Statement on Form S-1 (File No.

76 unchanged sentences

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

45 unchanged sentences

Operating lease right-of-use assets 8,343,832 6,176,923

Investment in co-commercialization 3,986,780 —

Other assets 2,973,378 2,784,016

5 unchanged sentences

Revolving line of credit - current — 5,100,000

Other investment liabilities 5,074,504 —

Other current liabilities 12,635,095 12,250,955

31 unchanged sentences

Interest income 476,748 334,444

Other income — 2,828,871

Other income - settlement — 475,000

Other income - gain on insurance proceeds — 237,089

1 unchanged sentence

Loss before income taxes ( 2,811,235 ) ( 6,466,384 )

Income tax benefit (expense) 22,669 ( 45,769 )

Income tax (expense) benefit ( 40,256 ) 22,669

Equity in loss of investee ( 13,220 ) —

Net loss ( 2,864,711 ) ( 6,443,715 )

16 unchanged sentences

Depreciation and amortization expense 4,145,201 4,902,560

Impairment loss on intangible assets — 3,343,842

Amortization of operating lease right-of-use asset 1,140,738 1,140,738

Loss on co-commercialization investment 13,220 —

Disposal of assets — 2,691

Stock-based compensation 408,320 301,895

Decrease in non-cash contingent consideration ( 1,460,804 ) ( 1,253,840 )

Increase (decrease) in non-cash contingent consideration 46,569 ( 1,460,804 )

Increase in cash surrender value of life insurance policies over premiums paid ( 142,927 ) ( 139,953 )

12 unchanged sentences

Additions to intangible assets ( 84,402 ) ( 113,253 )

Net investment in manufacturing ( 2,477,192 ) —

Other investment ( 2,000,000 ) —

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

Life insurance policy proceeds received — 237,556

3 unchanged sentences

Payments on line of credit ( 10,035,437 ) ( 35,996,894 )

Proceeds from ATM offering, net 5,266,334 —

Payments made in connection with repurchase of common shares ( 263,478 ) ( 579,049 )

11 unchanged sentences

Interest $ 441,677 $ 569,230

Income taxes 15,000 108,823

State income taxes ( 3,525 ) 15,000

Total cash paid included in measurement of lease liability 836,100 863,320

3 unchanged sentences

Lease liability obtained from right-of-use assets 438,311 128,039

Other investment liability 2,000,000 —

See accompanying notes to consolidated financial statements

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Net loss — — ( 2,836,128 ) ( 28,583 ) ( 2,864,711 )

Proceeds from the sale of common stock, net of offering costs 1,000,000 4,715,950 — — 4,715,950

Share-based compensation 62,950 408,320 — — 408,320

22 unchanged sentences

The Company’s ownership in CET is now 85 % while the remaining interest is owned by WinHealth, Vanderbilt University and the Tennessee Technology Development Corporation.

The operating results of CET allocated to noncontrolling interests in the consolidated statements of operations was income of $ 36,055 for the year ended December 31, 2024, and a loss of $ 51,446 for the year ended December 31, 2023.

The operating results of CET allocated to noncontrolling interests in the consolidated statements of operations was loss of $ 28,583 for the year ended December 31, 2025, and a income of $ 36,055 for the year ended December 31, 2024.

Effective January 1, 2007, the Company formed a wholly-owned subsidiary, Cumberland Pharma Sales Corp.

2 unchanged sentences

The Foundation was formed as a nonprofit corporation designed to qualify as a tax-exempt organization pursuant to Section 501(a) of the Internal Revenue Code.

The Foundation’s Board of Directors is comprised of Cumberland Pharmaceuticals executives who are responsible for overseeing the Foundation’s ongoing activities including charitable contributions.

The Foundation’s Board of Directors is comprised of Cumberland executives who are responsible for overseeing the Foundation’s ongoing activities including charitable contributions.

In 2018, Cumberland provided a grant of 50,000 shares of the Company’s common stock to the Foundation.

1 unchanged sentence

The organization also plans to hold a portion of the shares for long-term appreciation.

The Foundation maintains separate financial statements and its ongoing operations do not impact the financial statements of Cumberland Pharmaceuticals.

Initial annual grants by the Foundation have been and are expected to remain consistent with the historic level of contributions made by Cumberland Pharmaceuticals.

The Foundation maintains separate financial statements and its ongoing operations do not impact the financial statements of Cumberland.

Initial annual grants by the Foundation have been and are expected to remain consistent with the historic level of contributions made by Cumberland.

Since 2019, Cumberland has made annual cash contributions to the Foundation except in the year 2024 where there was no contribution made.

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Net revenues from customers outside the United States were approximately $ 4.9 million and $ 2.7 million for the years ended December 31, 2025 and 2024, respectively.

Country 2025 2024

China $ 2,975,000 $ —

South Korea 1,322,070 1,485,390

Russia 429,191 465,543

Mexico 120,000 8,683

Australia 31,459 54,000

Saudi Arabia 12,998 650,000

$ 4,890,718 $ 2,663,616

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fair Value of Financial Instruments

10 unchanged sentences

The following section describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, contingent consideration liability and a revolving line of credit.

8 unchanged sentences

The Company has cash deposits which fluctuate in excess of federally insured limits throughout the year.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Accounts Receivable

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

Non-current inventories consist of active pharmaceutical ingredients which typically have an extended life and selected finished good products with an extended life longer than one year.

Non-current inventories consist of APIs which typically have an extended life and selected finished good products with an extended life longer than one year.

CUMBERLAND PHARMACEUTICALS INC.

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Deferred costs associated with the Shelf Registration will be reclassified to additional paid in capital on a pro-rata basis as the Company completes sales of shares under the Shelf Registration.

The Company did not issue any shares under this ATM during the year ended December 31, 2024.

On February 5, 2025, the Company utilized the Sales Agreement with H.

Wainwright and sold 1,000,000 shares of Cumberland’s common shares.

These shares sold at a volume weighted average price of $5.4688 per share for aggregate gross proceeds of $5,468,800.

On February 14, 2025, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under the Sales Agreement with H.C.

Wainwright and sold 1,000,000 shares of Cumberland’s common shares under the ATM program.

These shares sold at a volume weighted average price of $ 5.4688 per share for aggregate gross proceeds of $ 5,468,800 with offering costs of $ 550,384 and placement fees of $ 202,466 resulting in a net $ 4,715,950 .

On February 14, 2025, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable in the ATM program under the Sales Agreement with H.C.

Wainwright for to up to $ 10 million and filed a prospectus supplement under the Sales Agreement for that aggregate offering amount.

56 unchanged sentences

Cumberland determined the fair value of the reporting units through current and future estimated revenue and profitability of the product.

In 2023, given the delay in identifying a packager for Omeclamox-Pak, the Company took a non-cash write down of the related intangible assets of $ 3.3 million, which is included in amortization expense in the statement operations.

Similarly in 2024, the Company recorded a non-cash write down of $ 0.4 million related to patent defense cost of our Acetadote product, which is also included in amortization expense in the statement of operations.

In 2024, the Company recorded a non-cash write down of $ 0.4 million related to patent defense cost of our Acetadote product, which is included in amortization expense in the statement of operations.

Revolving Line of Credit

15 unchanged sentences

Significant judgments must be made in determining the transaction price for our sales of products related to these adjustments.

During the year ended December 31, 2023, the Company revised its estimate for rebates related to Sancuso revenues based on additional information related to actual product activities.

As a result, the Company recognized additional revenue allowances of $ 0.6 million for rebates as a change of estimate.

There was no change in estimate for the year ended December 31, 2024.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Sales Rebates and Discounts

3 unchanged sentences

In conjunction with recognizing a sale to a wholesaler, sales revenues are reduced and accrued liabilities are increased by the Company’s estimate of the rebate that may be claimed.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Sales Returns

3 unchanged sentences

Other Revenues

Other revenues primarily consist of income from grant funding programs, licensing agreements, leases and contract services.

Other revenues primarily consist of income from non-refundable upfront payments and milestone payments under licensing agreements, contract services, grant funding programs and rental income.

Revenue related to grants is recognized when all conditions related to such grants have been met.

5 unchanged sentences

Selling and marketing expense consists primarily of expenses relating to the advertising, promotion, distribution and sale of products, including royalty expense, salaries and related costs.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Distribution Costs

11 unchanged sentences

The Company accounts for these costs based on estimates of work performed, patients enrolled or fixed fees for services over the period of time the clinical trials are performed.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The Company provides for deferred taxes using the asset and liability approach.

11 unchanged sentences

Except where the result would be antidilutive, diluted loss per share is calculated by assuming the vesting of unvested restricted stock and the exercise of stock options and warrants and unrecognized compensation costs.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Share-Based Payments

2 unchanged sentences

Prior to the lapse for those equity grants not valued on the grant date, the fair value is measured on the last day of the reporting period.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Co-Commercialization, Stock Agreements and Collaborative Arrangement

On October 20, 2025, Cumberland announced strategic arrangements with RedHill Biopharma Ltd.

(“RedHill”), a specialty biopharmaceutical company, to jointly commercialize Talicia ® .

Based on the terms of the Co-Commercialization Agreement (“Co-Agreement”), Cumberland will assume responsibility for the product’s distribution in the U.

market and record the product sales.

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

At the same time, RedHill formed a new company- Talicia Holdings Inc.

RedHill contributed all its Talicia assets to THI, including the product’s growing international licenses with associated revenues.

Also executed was a Stockholders Agreement (“Stock Agreement”) with Cumberland and RedHill, enabling Cumberland to acquire 30 % equity interest in THI in return for $ 4 million investment capital - $ 2 million at execution and $ 2 million payable on the one year anniversary of the Stock Agreement.

The investment will be accounted for based on the equity method of accounting, recording Cumberland’s share of THI’s profit and loss to other income (loss).

At year-end, Cumberland’s statement of operations recognized a loss on the investment of $ 13,220 .

Cumberland classifies cash distributions received from equity‑method investees using the cumulative earnings approach in accordance with ASC 230‑10‑45‑21D.

Under this policy, distributions up to the Cumberland’s share of the investee’s cumulative earnings are presented as operating cash flows, and distributions in excess of that amount are presented as investing cash flows.

Based on the terms of ASC 808-10-50, the Co-Commercialization and Stock Agreements with THI constitute a Collaborative Arrangement.

As noted above, Cumberland is responsible for product distribution and records product sales.

THI is responsible for product manufacturing, maintaining the product’s NDA, medical affairs and other regulatory responsibilities.

Following is summarized financial information related to the collaboration with THI for the year ended:

December 31, 2025

Net sales of Talicia recorded by Cumberland $ 3,311,235

Cost of product sold 909,000

General and administrative 1,139,583

Following is summarized financial information of amounts due to and due from Cumberland for the year ended:

Red Hill THI 12/31/2025

Other accrued liabilities $ 8,928 $ — $ 8,928

Accounts payable 817,882 1,330,856 2,148,738

Other investment liabilities — 5,074,504 5,074,504

Amounts due to THI for inventory and royalties $ 7,232,170

Accounts receivable $ 624,702 $ 624,702

Other accrued liabilities (54,610) ( 54,610 )

Amounts due from THI $ 570,092

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Collaborative Agreements

5 unchanged sentences

Expenses incurred under these collaborative agreements are included in research and development expenses and funding received from grants are recorded as net revenues in the consolidated statements of operations.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Related Party Transactions

5 unchanged sentences

In 2025 and 2024, the Company paid Mr.

Brown’s law firm $ 0.05 million in each year.

Brown’s law firm $ 0.09 million and $ 0.05 million, respectively.

Recent Accounting Guidance

Recent Accounting Pronouncements Adopted

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2016-13, “Financial Instruments-Credit Losses,” which changes the impairment model for most financial assets and certain other instruments.

For trade and other receivables, held-to-maturity debt securities, loans and other instruments, companies are required to use a new forward-looking “expected loss” model that generally results in an earlier recognition of allowances for losses.

For available-for-sale debt securities with unrealized losses, companies measure credit losses in a manner similar with previous guidance, except that the losses are recognized as allowances rather than as reductions in the amortized cost of the securities.

Companies have to disclose additional information, including information they use to track credit quality by year of origination for most financing receivables.

Companies apply the ASU’s provisions as a cumulative-effect adjustment, if any, to the accumulated deficit as of the beginning of the first reporting period in which the guidance is adopted.

Related to ASU No.

2016-13 discussed above, in May 2019, the FASB issued ASU 2019-05, "Financial Instruments-Credit Losses (Topic 326):

Targeted Transition Relief" which provides transition relief for ASU 2016-13 by providing entities with an alternative to irrevocably elect the fair value option for eligible financial assets measured at amortized cost upon adoption of the new credit losses standard.

Certain eligibility requirements must be met and the election must be applied on an instrument-by-instrument basis.

The election is not available for either available-for-sale or held-to-maturity debt securities.

The Company adopted both ASU 2016-13 and ASU 2019-05 on January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

In November 2023, the FASB issued final guidance in Update 2023-07, which is intended to improve transparency of segment disclosures, primarily through expanded disclosures for significant segment expenses.

In November 2023, the Financial Accounting Standards Board ("FASB") issued final guidance in Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which is intended to improve transparency of segment disclosures, primarily through expanded disclosures for significant segment expenses.

The guidance is effective for annual periods beginning in 2024 and interim periods beginning in 2025.

With the Company having only one segment, the adoption, effective January 1, 2024, did not have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("Update 2023-09"), which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid.

The amendments in Update 2023-09 also remove disclosures related to certain unrecognized tax benefits and deferred taxes.

Update 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted Update 2023-09 effective for this annual report for the year ended December 31, 2025 on a prospective basis.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued final guidance to improve transparency of income tax disclosures.

The final guidance requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information.

The guidance is effective for 2025 annual reporting.

Early adoption is permitted.

This new guidance will result in incremental disclosures in the notes to the Company’s income tax disclosures.

In November 2024, the FASB issued ASU No.

3 unchanged sentences

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 consolidated financial statements.

CUMBERLAND PHARMACEUTICALS INC.

1 unchanged sentence

Notes to Consolidated Financial Statements (Continued)

(3) Vibativ ® , Sancuso ® and RediTrex ® Products

(3) Vibativ ® and Sancuso ® Products

During November 2018, the Company executed an agreement with Theravance Biopharma ("Theravance") to acquire the assets and global rights to Vibativ including responsibility for the marketing, distribution, manufacturing and regulatory activities associated with the brand.

21 unchanged sentences

The current portion of the contingent consideration liability is $ 1.9 million and the non-current portion is $ 1.7 million, as of December 31, 2025.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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

6 unchanged sentences

Alternative oral treatments must be taken several times (day and night) to deliver the same therapeutic doses.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Cumberland acquired U.S.

5 unchanged sentences

The Agreement calls 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.

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Notes to Consolidated Financial Statements (Continued)

In November 2016, the Company announced an agreement with the Nordic Group B.V.

("Nordic") to acquire the exclusive U.S.

rights to Nordic’s injectable methotrexate product line designed for the treatment of active rheumatoid arthritis, juvenile idiopathic arthritis, severe psoriatic arthritis, and severe disabling psoriasis.

As consideration for the license Cumberland paid a deposit of $ 0.1 million at closing.

The Company provided $ 0.9 million in consideration through a grant of 180,000 restricted shares of Cumberland common stock to be vested upon the FDA approval of the first Nordic product.

Cumberland also agreed to provide Nordic a series of payments tied to the products’ FDA approval, launch and achievement of certain sales milestones.

Under the terms of the agreement, Cumberland is responsible for the product registration and commercialization in the U.S.

Nordic is responsible for product manufacturing and supply.

On November 27, 2019, Cumberland received FDA approval for the first Nordic injectable product and authorization to market them under the RediTrex brand name.

The 180,000 shares of restricted Cumberland common stock previously provided to Nordic vested upon approval and were valued at $ 0.9 million on the vesting date.

The FDA approval also resulted in a $ 1.0 million milestone payment due to Nordic.

This milestone payment was paid in July 2020.

During December 2020, Cumberland began distributing RediTrex which also resulted in a $ 1.0 million milestone payment due to Nordic.

The full launch of RediTrex occurred in October 2021.

Effective July 12, 2022, the Company entered into an amendment to our agreement with Nordic whereby they may assume responsibility for RediTrex marketing authorization in the U.S.

and the opportunity to commercialize the product in the U.S.

after June 30, 2023.

In accordance with the terms of the amendment, Nordic a) returned the 180,000 restricted Cumberland shares we previously issued to Nordic which were cancelled;

b) refunded to Cumberland the milestone payment of $ 1.0 million we made associated with the brand’s U.S.

and c) issued a credit note in favor of the Company in the amount of $ 1.0 million for the unpaid milestone payment due from us for launch of the product line all in 2023.

Cumberland will receive a long-term royalty on any Nordic sales of the product.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Product Revenue

The Company’s net product revenues consisted of the following for the years ended December 31:

Kristalose $ 15,315,259 $ 15,981,850

Sancuso 11,907,141 9,005,129

Kristalose 10,542,793 15,315,259

Vibativ 9,484,874 7,160,125

Caldolor 4,659,457 4,959,385

Talicia 3,311,235 —

Acetadote 508,169 185,182

Omeclamox ( 3,075 ) 20,030

Vaprisol ( 18,346 ) ( 174,538 )

RediTrex 11,391 90,237

Total net product revenues $ 36,537,704 $ 37,513,492

Omeclamox ( 10,436 ) ( 3,075 )

Other 4,125,153 1,330,241

Total net revenues $ 44,521,431 $ 37,867,945

Other Revenues

6 unchanged sentences

The contractual payments associated with the partner’s achievement of regulatory approvals, sales milestones and royalties on future sales are recognized as revenue upon occurrence, or at such time that the Company has a high degree of confidence that the revenue would not be reversed in a subsequent period.

In the second quarter of 2023, the Company received $ 1 million relating to a litigation settlement based on two $ 500,000 milestone payments due to us for the license associated with our Vibativ product that is included in other revenue for the year ended December 31, 2023.

In the first and third quarters of 2025, the Company received $ 3.1 million relating to milestone payments received from our international partners which is included in other revenues.

Other revenues includes funding from federal grant programs including those secured from the FDA and from those secured by CET through the Small Business Administration.

Grant revenue from these federal grant programs totaled approximately $ 0.4 million for the years ended December 31, 2024 and 2023.

Grant revenue from these federal grant programs totaled approximately $ 0.4 million for the years ended December 31, 2024.

There was no grant revenue for the year ended December 31, 2025.

Other revenues also includes lease income generated by CET’s Life Sciences Center.

16 unchanged sentences

Kristalose raw materials 2,261,500 2,672,720

Kristalose finished goods 85,204 —

Vaprisol raw materials 1,171,603 1,172,849

4 unchanged sentences

Study drug raw materials 40,879 166,923

Other Products — 103,300

Total non-current inventory $ 9,253,090 $ 11,005,499

60 unchanged sentences

Employee wages and benefits 1,478,957 1,200,790

Current portion of accrued contingent consideration 1,370,556 2,424,000

Current portion of Vibativ accrued contingent consideration 1,400,000 830,000

Current portion of Sancuso accrued contingent consideration 605,000 540,556

Studies accrual 493,750 429,825

5 unchanged sentences

Other long-term liabilities consisted of the following at December 31:

Non-current portion of accrued contingent consideration $ 2,877,312 $ 3,284,672

Noncurrent portion of accrued contingent consideration $ 2,195,278 $ 2,877,312

Deferred compensation 3,376,875 3,172,483

6 unchanged sentences

This facility provides for an aggregate principal funding amount of up to $ 25 million.

The initial revolving line of credit is up to $ 20 million, with the ability for Cumberland to increase the amount to $ 25 million, under certain conditions.

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

The initial revolving line of credit was up to $ 15 million, with the ability for Cumberland to increase the amount to $ 25 million, under certain conditions.

It had a three year term expiring on October 1, 2026.

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

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

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

Borrowings under the line of credit are collateralized by substantially all of our assets.

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 $ 15 million or (b) the sum of the Company's cash balances and eligible accounts receivable.

On November 18, 2025, the Company entered into the First Amendment to the Revolving Credit Note and Second Amendment to the Credit Loan Agreement.

The Amendment provides for a principal available for borrowing of up to $ 15 million.

The Company has the right to request an increase of up to an additional $ 10 million.

The aggregate principal funding amount remains unchanged of up to $ 25 million.

The Company is subject to a financial covenant, maintenance of a Minimum Fixed Charge Coverage Ratio determined on a quarterly basis, along with Borrowing Base Requirements, as defined.

The Amendment extends the maturity date to October 1, 2027.

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

1 unchanged sentence

(10) Shareholders’ Equity

(a) Initial Public Offering

(a) Initial Public Offering and Shares Issued

On August 10, 2009 , the Company completed its initial public offering of 5,000,000 shares of common stock at a price of $ 17.00 per share, raising gross proceeds of $ 85.0 million.

After deducting underwriting discounts of approximately $ 6.0 million and offering costs incurred of approximately $ 4.2 million, the net proceeds to the Company were approximately $ 74.8 million.

On February 05, 2025, the Company issued 1,000,000 shares of common stock under an At The Market program for an aggregate amount of $ 5.5 million.

(b) Preferred Stock

4 unchanged sentences

During 2025 and 2024, the Company issued 62,350 shares and 169,991 shares of common stock, respectively, as a result of restricted shares vesting as well as other common share issuances.

There were no option exercise transactions during 2024 and 2023.

In 2025, 600 options were exercised.

There were no option exercise transactions during 2024.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(d) Share Repurchases

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There remains approximately $ 2.2 million available under the current repurchase program available for share repurchases at December 31, 2025.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(11) Loss Per Share

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(12) Income Taxes

The components of the Company's net deferred tax assets at December 31 are as follows:

I n December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

The amendments in Update 2023-09 also remove disclosures related to certain unrecognized tax benefits and deferred taxes.

Update 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted Update 2023-09 effective for this annual report for the year ended December 31, 2025

The components of the Company's net deferred tax assets at December 31 are as follows (in millions):

Deferred Tax Assets

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Intangible assets 1.87 1.74

Contingent royalty liabilities 0.95 1.02

Section 174 expenses 2.89 2.59

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Net deferred taxes $ — $ —

The following table summarizes the amount and year of expiration of the Company's federal and state net operating loss carryforwards as of December 31, 2024:

The following table summarizes the amount and year of expiration of the Company's federal and state net operating loss carryforwards as of December 31, 2025 (in millions):

Years of expiration Federal State

6 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

Income tax expense (benefit) includes the following components for the years ended December 31:

Income tax expense (benefit) includes the following components for the years ended December 31 (in millions):

Federal $ — $ —

State and other 0.04 ( 0.02 )

Total current income tax expense ( 22,669 ) 45,769

Total current income tax expense (benefit) 0.04 ( 0.02 )

Total deferred income tax expense — —

Total income tax expense (benefit) $ 0.04 $ ( 0.02 )

The Company’s effective income tax rate for 2024 and 2023 reconciles with the federal statutory tax rate as follows:

As noted above, we adopted ASU 2023-09 on a prospective basis effective January 1, 2025.

The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S.

federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 31, 2025 (in millions, except percentages):

Amount Percent

federal statutory tax rate $ ( 0.59 ) 21.00 %

State and local income taxes, net of federal income tax effect (a) 0.03 ( 1.13 ) %

Research and development tax credit ( 0.05 ) 1.73 %

Expiring tax credits 0.03 ( 0.90 ) %

Other adjustments

Change in valuation allowance 0.59 ( 20.95 ) %

Permanent differences 0.03 ( 1.18 ) %

Net loss tax expense 0.04 ( 1.43 ) %

(a) State and local taxes in Pennsylvania and Texas made up the majority (greater than 50%) of the tax effect in this category.

The Company’s effective income tax rate for 2024 reconciles with the federal statutory tax rate as follows:

Income tax expense computed at federal statutory tax rate 21.00 %

5 unchanged sentences

Deferred True-ups 1.67 %

Net loss tax benefit (expense) 0.34 % ( 0.73 ) %

Net loss tax benefit 0.34 %

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The Company believes that it is not more likely than not that its net deferred tax assets will be realized.

1 unchanged sentence

As of December 31, 2025, the Company has general business credit carryforwards of $ 1.6 million.

These credit carryforwards will expire in years 2025 through 2044.

These credit carryforwards will expire in years 2027 through 2044 (in millions).

Years of expiration Federal

2027-2044 1.51

2026-2044 1,518,577

Total federal and state credit carryforwards 1.57

4 unchanged sentences

During 2012, the 2009 federal tax return was examined by the Internal Revenue Service with no significant findings or adjustments.

During 2024, the 2022 federal tax return was selected for examination by the Internal Revenue Service.

Based on the audit plan, the estimated completion date of this exam is July 31, 2025.

During 2025, the 2022 federal tax return was selected for examination, again with no significant findings or adjustments.

The Company has no unrecognized tax benefits in 2025 and 2024.

We adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025 and have included the following table as a result of our adoption, which presents income taxes paid (net of refunds received) for the year ended December 31, 2025 (in millions):

Pennsylvania 0.01

Other States 0.01

Income taxes, net of amounts refunded $ 0.04

CUMBERLAND PHARMACEUTICALS INC.

7 unchanged sentences

Vesting is determined on a grant-by-grant basis in accordance with the terms of the plans and the related grant agreements.

The Company has reserved 3.2 million shares of common stock for issuance under the 2007 Plan and 250,000 shares for issuance under the Directors’ Plan.

The Company has reserved 3,150,000 shares of common stock for issuance under the 2007 Plan and 250,000 shares for issuance under the Directors’ Plan.

As of December 31, 2025, the Company had 602,994 shares available for future grants under the 2007 Plan and 105,007 shares available under the Directors’ Plan.

24 unchanged sentences

Forfeited/canceled ( 25,150 ) 2.73

Expired ( 1,500 ) 3.22

Outstanding, December 31, 2025

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The weighted-average grant-date fair value of options granted during the years 2025 and 2024 was $ 3.61 and $ 1.05 , respectively.

No options were vested and exercisable at December 31, 2024.

The aggregate intrinsic value of options outstanding was minimal.

There were 134,050 options that were vested and exercisable at December 31, 2025.

The aggregate intrinsic value of options outstanding was $ 1.0 million.

CUMBERLAND PHARMACEUTICALS INC.

42 unchanged sentences

The Company had assets consisting of company-owned life insurance contracts generally designated to pay benefits of the deferred compensation plans reflected in other assets in the consolidated balance sheet of $ 2.5 million and $ 2.3 million as of December 31, 2025 and 2024, respectively.

On November 15, 2021, Cumberland entered into a lease, pursuant to which the Company leases approximately 16,903 rentable square feet of space at the new development Broadwest located in Nashville, Tennessee with 1600 West End Avenue Partners, LLC.

The leased premise serves as the Company's new corporate headquarters.

6 unchanged sentences

On October 24, 2022, the CET lease with The Gateway to Nashville, LLC provided the notice of exercise to extend the lease for five years .

The lease is for approximately 14,200 square feet of wet laboratory and office space in Nashville, Tennessee where CET operates the CET Life Sciences Center.The wet laboratory and office space is leased through April 2028.

The lease is for approximately 14,200 square feet of wet laboratory and office space in Nashville, Tennessee where CET operates the CET Life Sciences Center.

The wet laboratory and office space is leased through April 2028.

The Company also subleases a portion of the space under this lease.

1 unchanged sentence

These expenditures are classified as an embedded lease resulting in a right-of-use asset to be amortized over the life of the Nephron contract.

As of December 31, 2024 and 2023, the value of this asset was $ 0.8 million and $ 1.0 million, respectively.

As of December 31, 2025 and 2024, the carrying value of this asset was $ 0.6 million and $ 0.8 million, respectively.

Also included within the right-of-use assets are startup expenditures related to a new master services agreement and project agreement with Kindos Pharmaceuticals Co.

1 unchanged sentence

These expenditures are also classified as an embedded lease resulting in a right-of-use asset to be amortized over the life of the Kindos contract.

As of December 31, 2024, the value of the asset was $ 0.1 million.

As of December 31, 2025, the carrying value of the asset was $ 3.0 million.

Rent expense is recognized over the expected term of the lease on a straight-line basis as a component of general and administrative expense.

7 unchanged sentences

ASU 2016-02’s core principle is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information.

The primary effect of adopting ASU 2016-02 to the Company was to record right-of-use assets and obligations for the leases currently classified as operating leases.

The primary effect of adopting ASU 2016-02 to the Company was to record right-of-use assets and obligations for the leases previously classified as operating leases.

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.

58 unchanged sentences

Since 2012, Cumberland has continued to vigorously defend and protect its Acetadote product and related intellectual property rights including the use of all its legal options.

Melinta Litigation

On February 2, 2022, the Company filed an action for breach of contract against Melinta Therapeutics, LLC and Targanta Therapeutics Corporation (collectively, the “Defendants”) in the United States District Court for the Southern District of New York (Case No.

1:22-cv-00915-VM).

The Company and the Defendants are parties to an agreement (the “Agreement”), pursuant to which the Defendants have a license to develop and commercialize products under certain Company patents, in exchange for the Defendants paying the Company certain milestone payments and royalties on net sales of the licensed products.

Specifically, the Agreement requires the Defendants to, among other things, make a $ 500,000 payment to the Company within 30 days following the first filing of an sNDA in relation to the Product (as defined by the Agreement) and a $ 500,000 payment to the Company following the approval of the first sNDA in relation to the Product.

After Defendants disclosed the domiciles of its limited partners to the Company, as required by the Court, on October 24, 2022, the action for breach of contract was refiled in the Supreme Court of the State of New York, County of New York (Index No.

654234/2022) on November 7, 2022.

The complaint alleges that, despite the Defendants filing an NDA and sNDA for the Product and receiving FDA approval for both applications, the Defendants failed to make the required total of $ 1 million in milestone payments to the Company.

The Company was seeking damages in the amount of no less than $ 1 million, pre- and post-judgment interest under N.Y.

§ 5001, costs, and such further relief as the court deems just and proper.

On April 18, 2023 the state court ruled in favor of the Company.

On June 16, 2023, the Company received consideration related to the breach of contract action with the Defendants that finalized a settlement agreement that was entered into by the Company and the Defendants to close the case.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(20) Quarterly Financial Information (Unaudited)

1 unchanged sentence

Net revenues $ 11,713,055 $ 10,837,363 $ 8,292,362 $ 13,678,651 $ 44,521,431

Operating loss ( 1,869,250 ) ( 1,026,688 ) ( 1,694,432 ) ( 1,842,039 ) ( 6,432,409 )

Net loss ( 1,902,472 ) ( 1,102,637 ) ( 1,536,969 ) ( 1,901,637 ) ( 6,443,715 )

Net loss attributable to common shareholders ( 1,946,263 ) ( 1,085,612 ) ( 1,544,081 ) ( 1,903,814 ) ( 6,479,770 )

Loss per share attributable to common shareholders (1)

Operating income/loss 1,291,947 ( 747,478 ) ( 1,965,260 ) ( 1,371,202 ) ( 2,791,993 )

Net income (loss) 1,248,184 ( 735,207 ) ( 1,949,046 ) ( 1,428,642 ) ( 2,864,711 )

Net income (loss) attributable to common shareholders 1,257,068 ( 740,740 ) ( 1,940,764 ) ( 1,411,692 ) ( 2,836,128 )

Earnings (loss) per share attributable to common shareholders (1)

Basic $ 0.08 $ ( 0.05 ) $ ( 0.13 ) $ ( 0.09 ) $ ( 0.19 )

10 unchanged sentences

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(21) 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 years ended December 31:

Net revenues $ 44,521,431 $ 37,867,945

Costs and expenses:

Cost of products sold 6,667,207 6,585,972

Selling and marketing 19,098,153 17,023,023

Research and development 5,566,498 4,816,206

General and administrative 11,946,909 11,126,901

Amortization and impairment 4,034,657 4,748,252

Total costs and expenses 47,313,424 44,300,354

Operating loss ( 2,791,993 ) ( 6,432,409 )

Interest income 476,748 334,444

Other income - gain on insurance proceeds — 237,089

Interest expense ( 495,990 ) ( 605,508 )

Loss before income taxes ( 2,811,235 ) ( 6,466,384 )

Income tax (expense) benefit ( 40,256 ) 22,669

Equity in loss of investee ( 13,220 ) —

Net loss ( 2,864,711 ) ( 6,443,715 )

Net (income) loss at subsidiary attributable to noncontrolling interests 28,583 ( 36,055 )

Net loss attributable to common shareholders $ ( 2,836,128 ) $ ( 6,479,770 )

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Valuation and Qualifying Accounts

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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-K

Item 9A. Controls and Procedures