What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 110 added, 152 removed, 355 unchanged (42% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

9 unchanged sentences

Operating lease right-of-use assets 7,618,720 8,343,832

Co-commercialization investment 3,840,700 3,986,780

Other assets 2,926,214 2,973,378

4 unchanged sentences

Operating lease current liabilities 485,162 467,774

Current portion of revolving line of credit — 5,100,000

Other investment liabilities 4,487,137 5,074,504

Other current liabilities 12,978,680 12,635,095

7 unchanged sentences

100,000,000 shares authorized;

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

14,983,107 and 14,956,627 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively

51,730,222 51,684,381

8 unchanged sentences

Condensed Consolidated Statements of Operations

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

2025 2024 2025 2024

Three months ended March 31,

Net revenues $ 9,131,317 $ 11,713,055

6 unchanged sentences

Total costs and expenses 12,260,609 10,421,108

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

Operating income (loss) ( 3,129,292 ) 1,291,947

Interest income 78,031 125,709

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

Interest expense ( 85,839 ) ( 163,802 )

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

Income (loss) before income taxes ( 3,137,100 ) 1,253,854

Income tax expense ( 3,871 ) ( 5,670 )

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

Co-commercialization investment loss ( 146,080 ) —

Net income (loss) ( 3,287,051 ) 1,248,184

Net loss (income) at subsidiary attributable to noncontrolling interests ( 2,588 ) 8,884

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

Net income (loss) attributable to common shareholders $ ( 3,289,639 ) $ 1,257,068

Income (loss) per share attributable to common shareholders

- basic $ ( 0.22 ) $ 0.08

7 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities:

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

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

Net (loss) income $ ( 3,287,051 ) $ 1,248,184

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization expense 1,276,283 1,031,584

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

Amortization of operating lease right-of-use asset 285,184 285,184

Co-commercialization investment loss 146,080 —

Share-based compensation 106,842 74,212

Increase (decrease) in non-cash contingent consideration ( 228,965 ) 44,976

Increase in cash surrender value of life insurance policies over premiums paid ( 131,967 ) ( 180,081 )

Decrease in cash surrender value of life insurance policies over premiums paid 86,949 81,182

Noncash interest expense 5,173 5,362

Loss on disposal of assets — 2,691

Life insurance proceeds — ( 237,089 )

Net changes in assets and liabilities affecting operating activities:

5 unchanged sentences

Other long-term liabilities ( 202,821 ) ( 293,942 )

Net cash provided by (used in) operating activities 4,929,498 ( 2,516,804 )

Net cash provided by operating activities 387,025 3,898,517

Cash flows from investing activities:

Additions to property and equipment — ( 47,630 )

Life insurance policy proceeds received — 237,556

Increase in cash surrender value of life insurance policies ( 42,018 ) —

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

Net (increase) decrease of investment in manufacturing — ( 1,162,357 )

Additions to intangible assets ( 19,155 ) ( 18,199 )

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

Net cash provided by (used in) investing activities ( 61,173 ) ( 1,228,186 )

Cash flows from financing activities:

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

Borrowings on line of credit — 32,988,920

Payments on line of credit — ( 10,035,437 )

1 unchanged sentence

Payments made in connection with repurchase of common shares ( 61,001 ) ( 245,868 )

Net cash (used in) provided by financing activities ( 6,063,778 ) 1,575,283

Net cash used in financing activities ( 763,300 ) ( 5,526,102 )

Net decrease in cash and cash equivalents ( 437,448 ) ( 2,855,771 )

8 unchanged sentences

Balance, December 31, 2024 13,952,624 $ 46,821,425 $ ( 23,967,931 ) $ ( 307,517 ) $ 22,545,977

Share issuances 1,000,000 4,715,950 — — 4,715,950

Share-based compensation 62,350 74,213 — — 74,213

2 unchanged sentences

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

Balance, March 31, 2024 14,159,954 $ 46,923,757 $ ( 19,434,424 ) $ ( 299,781 ) $ 27,189,552

Share-based compensation — 71,958 — — 71,958

Repurchase of common shares ( 76,771 ) ( 126,689 ) — — ( 126,689 )

Net loss — — ( 1,085,612 ) ( 17,025 ) ( 1,102,637 )

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

1 unchanged sentence

Balance, December 31, 2025 14,956,627 $ 51,684,381 $ ( 26,804,059 ) $ ( 336,100 ) $ 24,544,222

Share issuances 1,000,000 4,715,950 — — 4,715,950

Share-based compensation 46,725 106,842 — — 106,842

2 unchanged sentences

Balance, March 31, 2026 14,983,107 $ 51,730,222 $ ( 30,093,698 ) $ ( 333,512 ) $ 21,303,012

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

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

Repurchase of common shares ( 1,800 ) ( 7,170 ) — — ( 7,170 )

Net income (loss) — — ( 740,740 ) 5,533 ( 735,207 )

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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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, 2025 (the " 2025 Annual Report on Form 10-K " ).

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.

The results of operations for the three months ended March 31, 2026, 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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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 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, ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , 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.

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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

Use of Estimates

29 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) 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 )

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

Dilutive effect of other securities — —

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

Nine months ended September 30,

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

(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 months ended March 31, 2026 and 2025:

Three months ended March 31,

Net income (loss) attributable to common shareholders $ ( 3,289,639 ) $ 1,257,068

Weighted-average shares outstanding – basic 14,960,210 14,942,522

1 unchanged sentence

Weighted-average shares outstanding – diluted 14,960,210 15,259,824

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.

As of March 31, 2026 and 2025, restricted stock awards and options to purchase 688,907 and 810,211 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 nine months ended September 30, 2025 and 2024:

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

2025 2024 2025 2024

Kristalose $ 1,180,934 $ 3,632,258 $ 7,419,832 $ 10,935,702

The Company’s net revenues consisted of the following for the three months ended March 31, 2026 and 2025:

Three months ended March 31,

Sancuso 2,928,634 2,256,294

Vibativ 2,118,295 1,378,066

Talicia 1,916,481 —

Kristalose 981,483 3,484,310

Caldolor 965,564 1,307,439

5 unchanged sentences

Total net revenues $ 9,131,317 $ 11,713,055

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

In April 2026, we received notification that these FDA Form 483 related issues have been satisfactorily resolved.

We plan to resubmit our application for their facility to the FDA for approval in the second quarter of 2026.

For the three months ended March 31, 2026 and 2025, the amounts represent routine sales deduction adjustments.

In late 2023, we discontinued the sales of Omeclamox-Pak and expensed the remaining brand intangible assets.

For the three months ended March 31, 2026 and 2025, the amounts noted resulted from routine sales deduction adjustments.

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

For the three months ended March 31, 2026 and 2025, the amounts noted resulted from routine sales deduction adjustments.

Other Revenues

In early 2025, Cumberland received a $ 3.0 million milestone payment from our distribution partner in China associated with the approval of Vibativ for that market.

The Company has agreements with international partners for commercialization of the Company's products with associated payments included in other revenues.

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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.

Other revenues include funding from federal grant programs including those provided by the FDA and from those secured by Cumberland Emerging Technologies Inc.

("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 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 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.

This lease income, as noted in Footnote 5 - Leases, was approximately $ 0.2 million for the three months ended March 31, 2026 and 2025.

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

At March 31, 2026 and December 31, 2025, 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.

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

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

September 30, 2025 December 31, 2024

At March 31, 2026 and December 31, 2025, the Company's net inventories consisted of the following:

March 31, 2026 December 31, 2025

Raw materials and work in process $ 10,061,130 $ 9,832,293

Consigned inventory 51,288 126,090

Finished goods 5,268,211 5,646,315

2 unchanged sentences

Total inventories classified as current $ 5,453,836 $ 6,225,518

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

September 30, 2025 December 31, 2024

At March 31, 2026 and December 31, 2025, the Company's non-current inventories consisted of the following:

March 31, 2026 December 31, 2025

Vibativ raw materials $ 5,557,928 $ 4,883,895

2 unchanged sentences

Sancuso raw materials 615,873 656,667

Caldolor Raw Materials 16,982 —

Acetadote raw materials 23,137 24,152

Ifetroban raw materials 40,878 40,879

Kristalose Finished Goods 177,715 —

Kristalose finished Ggoods 107,527 85,204

Vibativ finished goods — 16,429

Caldolor finished goods 95,142 112,761

Omeclamox-Pak Raw Materials 69,622 69,622

Total inventories classified as non-current $ 9,875,505 $ 9,253,090

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

Also included within the right-of-use assets are start up expenditures related to new supply agreements with Nephron Pharmaceuticals Corporation ("Nephron") for our Vaprisol product and Kindos Pharmaceuticals Co., Ltd.

("Kindos") for our Vibativ product.

("Kindos") for our Vibativ and Acetadote products and Recipharm Pharmaservices Pvt.

Ltd ("Recipharm") for our ifetroban study drug.

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.

As of March 31, 2026, the right-of-use assets for Nephron, Kindos and Recipharm were $ 0.6 million, $ 1.2 million and $ 1.2 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.

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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 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.

The weighted-average remaining lease term for the Broadwest Lease and Gateway Lease is 8.7 years and 8.9 years at March 31, 2026 and December 31, 2025, respectively.

The weighted-average incremental borrowing rate used to discount the present value of the remaining lease payments for both leases is 9.35 % and 9.36 % at March 31, 2026 and December 31, 2025, respectively.

Lease Position

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

At March 31, 2026 and December 31, 2025, the Company's lease assets and liabilities were as follows:

Right-of-Use Assets March 31, 2026 December 31, 2025

Operating lease right-of-use assets $ 7,618,720 $ 8,343,832

Lease Liabilities September 30, 2025 December 31, 2024

Lease Liabilities March 31, 2026 December 31, 2025

Operating lease current liabilities $ 485,162 $ 467,774

1 unchanged sentence

Total $ 4,829,054 $ 4,939,739

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.

As of March 31, 2026, 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 September 30, 2025

Maturity of Lease Liabilities at March 31, 2026

Operating Leases

2026 $ 684,558

After 2030 3,529,586

3 unchanged sentences

Rent expense and sublease income were as follows:

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

2025 2024 2025 2024

Three months ended March 31,

Rent expense $ 344,165 $ 354,752

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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 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

In the Company's November 2024 trading window, several members of Cumberland's Board of Directors entered into agreements for trading plans to purchase shares of the Company's stock pursuant to Rule 10b5-1 of the Exchange Act.

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 September 30, 2025, a total of 11,992 shares have been purchased through these trading plans.

During the three months ended March 31, 2026 and March 31, 2025, the Company repurchased 20,245 and 53,837 shares of common stock for $ 0.1 million and approximately $ 0.2 million, respectively.

At March 31, 2026, there remains approximately $ 2.1 million available under the current repurchase program for common share repurchases.

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 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.

During the three months ended March 31, 2026 and March 31, 2025, the Company issued 37,250 shares and 35,110 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 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.

During the three months ended March 31, 2026 and March 31, 2025, the Company also issued 173,000 and 177,100 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 2036 and 2035, 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 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.

For the three months ended March 31, 2026 and 2025, stock compensation expense was $ 0.1 million for each period.

For the three months ended March 31, 2026 and 2025, we recorded a credit of $ 6,229 and $ 3,503 , respectively, to stock compensation expense related to the forfeiture of unvested incentive stock options.

Debt Agreement

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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 3-year term expiring on October 1, 2026.

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

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

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.

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 $ 20 million or (b) the sum of the Company's cash balances and eligible accounts receivable.

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 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 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.

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 March 31, 2026 and December 31, 2025, the Company had $ 5.2 million in borrowings outstanding under its revolving credit facility.

The applicable interest rate under the Loan Agreement was 6.375 % at March 31, 2026.

(7) INCOME TAXES

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.

As of March 31, 2026, 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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Contingent consideration earned and accrued in operating expenses 359,640

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.

Balance at March 31, 2026

The contingent consideration liability of $ 3.3 million was accounted for as $ 1.7 million of other current liabilities and $ 1.6 million of other long-term liabilities on the condensed consolidated balance sheet as of March 31, 2026.

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

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Contingent consideration earned and accrued in operating expenses 146,432

Balance at September 30, 2025

Balance at March 31, 2026

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 September 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.

The contingent consideration liability of $ 1.1 million was accounted for as $ 0.7 million of current liabilities and $ 0.4 million of other long-term liabilities on the condensed consolidated balance sheet as of March 31, 2026.

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

rights to RediTrex back to Nordic including the trademark and market authorization effective June 30, 2023.

6 unchanged sentences

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

The following table summarizes selected financial information of the Company’s single operating segment for the three months ended March 31, 2026 and 2025 .

Three months ended March 31, 2026

Net revenues $ 9,131,317 $ 11,713,055

6 unchanged sentences

Segment operating expenses 12,260,609 10,421,108

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

Operating income (loss) ( 3,129,292 ) 1,291,947

Interest income 78,031 125,709

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

Interest expense ( 85,839 ) ( 163,802 )

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

Income (loss) before income taxes ( 3,137,100 ) 1,253,854

Income tax expense ( 3,871 ) ( 5,670 )

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

Co-commercialization investment loss ( 146,080 ) —

Net income (loss) $ ( 3,287,051 ) $ 1,248,184

(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.

On April 22, 2026, Cumberland entered into a strategic transaction (the “Transaction”) to integrate its commercial products with the U.S.

branded business of an affiliate of Apotex Inc., a corporation incorporated under the laws of the Province of Ontario (“Apotex”), in exchange for $ 100,000,000 payable at the closing of the Transaction.

Through the Transaction, Apotex will create a U.S.

branded pharmaceutical platform to build upon, by delivering specialty medicines that improve the quality of patient care.

The Transaction will be effected through an Asset Purchase Agreement whereby Apotex will acquire specified assets, including inventory, relating to the Company’s FDA-approved products, which consist of Acetadote ® , Caldolor ® , Kristalose ® , Sancuso ® , Vaprisol ® and Vibativ ® , as well as the Company’s certain product related equity interests.

Cumberland will retain the assets associated with Cumberland Emerging Technologies, Inc.

and the Company’s ifetroban product candidates, which the Company intends to continue to develop following the closing of the Transaction.

Additionally, Apotex agreed that, in the event, that prior to the two-year anniversary of the closing of the Transaction, Apotex, or its affiliates is awarded a contract by the United States Department of Health and Human Services (or any division thereof) for the supply of Vibativ for certain specified uses, then Apotex must provide a milestone payment to the Company, subject to the terms and conditions set forth in the Agreement, including the achievement of certain net sales associated with such contract.

At the closing of the Transaction, Cumberland intends to enter into a transition services agreement with Apotex, pursuant to which Cumberland will provide Apotex and its affiliates certain transition services following the date of the closing of the Transaction in accordance with the terms and conditions set forth in the transition services agreement.

As consideration for the provision of the transition services, Apotex and its affiliates will pay Cumberland $ 150,000 per month plus reimbursement of certain pre-approved pass-through costs.

In addition to the Asset Purchase Agreement, Apotex will also make a one-time payment to Cumberland on the one-year anniversary of the closing of the Transaction to reimburse Cumberland for finished goods inventory received by Apotex in the Transaction in an aggregate amount of $ 9 million, less finished goods inventory sold by Cumberland on behalf of Apotex under the transition services agreement to be entered into in connection with the closing of the Transaction.

A complete estimate of this subsequent event’s financial impact cannot be made at this time.

The Transaction has been unanimously approved by the Company’s board of directors (the “Board”).

The affirmative vote of the holders of a majority of all outstanding shares of the Company’s stock entitled to vote on the proposal, in person or by proxy, is required to approve the Transaction.

The Board has recommended that the Company’s shareholders vote in favor of the Transaction.

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