CUMBERLAND PHARMACEUTICALS INC 10-Q

Item 1. Financial Statements (Unaudited) CUMBERLAND PHARMACEUTICALS INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) March 31, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 11,007,245 $ 11,444,693 Accounts receivable, net 14,261,978 16,944,780 Inventories, net 5,453,836 6,225,518 Prepaid and other current assets 2,066,198 2,445,276 Total current assets 32,789,257 37,060,267 Non-current inventories 9,875,505 9,253,090 Property and equipment, net 237,375 264,724 Intangible assets, net 12,793,249 14,027,921 Goodwill 914,000 914,000 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 Total assets $ 70,995,020 $ 76,823,992 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 16,537,072 $ 18,567,546 Operating lease current liabilities 485,162 467,774 Other investment liabilities 4,487,137 5,074,504 Other current liabilities 12,978,680 12,635,095 Total current liabilities 34,488,051 36,744,919 Revolving line of credit - long term 5,240,733 5,240,733 Operating lease non-current liabilities 4,343,892 4,471,965 Other long-term liabilities 5,619,332 5,822,153 Total liabilities 49,692,008 52,279,770 Equity: Shareholders’ equity: Common stock— no par value; 100,000,000 shares authorized; 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 Accumulated deficit ( 30,093,698 ) ( 26,804,059 ) Total shareholders’ equity 21,636,524 24,880,322 Noncontrolling interests ( 333,512 ) ( 336,100 ) Total equity 21,303,012 24,544,222 Total liabilities and equity $ 70,995,020 $ 76,823,992 See accompanying Notes to Condensed Consolidated Financial Statements. 1 CUMBERLAND PHARMACEUTICALS INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) Three months ended March 31, 2026 2025 Net revenues $ 9,131,317 $ 11,713,055 Costs and expenses: Cost of products sold 1,933,889 1,425,714 Selling and marketing 5,064,875 4,231,980 Research and development 1,458,436 1,295,076 General and administrative 2,554,475 2,463,008 Amortization 1,248,934 1,005,330 Total costs and expenses 12,260,609 10,421,108 Operating income (loss) ( 3,129,292 ) 1,291,947 Interest income 78,031 125,709 Interest expense ( 85,839 ) ( 163,802 ) Income (loss) before income taxes ( 3,137,100 ) 1,253,854 Income tax expense ( 3,871 ) ( 5,670 ) 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 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 - diluted $ ( 0.22 ) $ 0.08 Weighted-average shares outstanding - basic 14,960,210 14,942,522 - diluted 14,960,210 15,259,824 See accompanying Notes to Condensed Consolidated Financial Statements. 2 CUMBERLAND PHARMACEUTICALS INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) Three months ended March 31, 2026 2025 Cash flows from 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 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 Decrease in cash surrender value of life insurance policies over premiums paid 86,949 81,182 Noncash interest expense 5,173 5,362 Net changes in assets and liabilities affecting operating activities: Accounts receivable 2,682,802 1,213,541 Inventories, net 703,861 967,399 Other current assets and other assets 384,152 60,371 Operating lease liabilities ( 225,351 ) ( 219,493 ) Accounts payable and other current liabilities ( 1,346,113 ) ( 600,043 ) Other long-term liabilities ( 202,821 ) ( 293,942 ) Net cash provided by operating activities 387,025 3,898,517 Cash flows from investing activities: Additions to property and equipment — ( 47,630 ) Increase in cash surrender value of life insurance policies ( 42,018 ) — Net (increase) decrease of investment in manufacturing — ( 1,162,357 ) Additions to intangible assets ( 19,155 ) ( 18,199 ) 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 Payments on line of credit — ( 10,035,437 ) Cash settlement of contingent consideration ( 702,299 ) ( 511,131 ) Payments made in connection with repurchase of common shares ( 61,001 ) ( 245,868 ) Net cash used in financing activities ( 763,300 ) ( 5,526,102 ) Net decrease in cash and cash equivalents ( 437,448 ) ( 2,855,771 ) Cash and cash equivalents at beginning of period $ 11,444,693 $ 17,964,184 Cash and cash equivalents at end of period $ 11,007,245 $ 15,108,413 See accompanying Notes to Condensed Consolidated Financial Statements. 3 CUMBERLAND PHARMACEUTICALS INC. AND SUBSIDIARIES Condensed Consolidated Statements of Equity (Unaudited) Common stock Accumulated deficit Noncontrolling interests Total equity Shares Amount 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 Repurchase of common shares ( 53,837 ) ( 243,705 ) — — ( 243,705 ) Net income (loss) — — 1,257,068 ( 8,884 ) 1,248,184 Balance, March 31, 2025 14,961,137 $ 51,367,883 $ ( 22,710,863 ) $ ( 316,401 ) $ 28,340,619 Common stock Accumulated deficit Noncontrolling interests Total equity Shares Amount Balance, December 31, 2025 14,956,627 $ 51,684,381 $ ( 26,804,059 ) $ ( 336,100 ) $ 24,544,222 Share-based compensation 46,725 106,842 — — 106,842 Repurchase of common shares ( 20,245 ) ( 61,001 ) — — ( 61,001 ) Net income (loss) — — ( 3,289,639 ) 2,588 ( 3,287,051 ) Balance, March 31, 2026 14,983,107 $ 51,730,222 $ ( 30,093,698 ) $ ( 333,512 ) $ 21,303,012 See accompanying Notes to Condensed Consolidated Financial Statements 4 CUMBERLAND PHARMACEUTICALS INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (1) ORGANIZATION AND BASIS OF PRESENTATION Cumberland Pharmaceuticals Inc. ( " Cumberland, " the " Company, " or as used in the context of " we, " " us, " or " our " ), is a specialty pharmaceutical company focused on the acquisition, development and commercialization of branded prescription pharmaceuticals. We are dedicated to our mission of working together to provide unique products that improve the quality of patient care. Our primary target markets are hospital acute care, gastroenterology and oncology. These medical specialties are characterized by relatively concentrated prescriber bases that we believe can be served effectively by small, targeted sales forces. We promote our approved products through our hospital, field and oncology sales forces in the United States. We continue to build a network of established international partners with the needed regulatory and commercial capabilities to register and provide our medicines to patients in their countries. Cumberland’s growth strategy involves maximizing the potential of our existing brands, while continuing to build a portfolio of differentiated products. Our current portfolio includes seven products approved by the U.S. Food and Drug Administration ("FDA") in the United States. 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. Meanwhile, our clinical team is developing a pipeline of new product candidates to address poorly met medical needs. We also pursue opportunities to acquire additional marketed brands as well as late-stage development product candidates in our target medical specialties. The Company’s products are manufactured by third parties, which are overseen by our quality control and manufacturing professionals. We work closely with our warehousing and distribution partners to make our products available in the U.S. In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a basis consistent with the December 31, 2025, audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the information set forth herein. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission (the " SEC " ), and certain information and disclosures have been condensed or omitted as permitted by the SEC for interim period presentation. 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 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 Recent Accounting Pronouncements 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 the year ended December 31, 2025 on a prospective basis. 5 Recently Issued Accounting Standards Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires companies to disclose additional information for certain relevant expense categories in the Statements of Operations and within the notes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted and can be applied either prospectively to financial statements issued for reporting periods after the effective date, or retrospectively to prior periods which are presented in the financial statements. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates under different assumptions and conditions. The Company's most significant estimates include: (1) its allowances for chargebacks and accruals for rebates and product returns, (2) the allowances for obsolescent or unmarketable inventory and (3) valuation of contingent consideration liabilities associated with business combinations. Operating Segments The Company has one operating segment, which is specialty pharmaceutical products. Management has chosen to organize the Company based on the type of products sold. Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and assessing performance. The Company, which uses consolidated financial information in determining how to allocate resources and assess performance, has concluded that our specialty pharmaceutical products compete in similar economic markets and similar circumstances. Substantially all of the Company’s assets are located in the United States and total revenues are primarily attributable to U.S. customers. 6 Trade and Note Receivables Policy Management evaluates the application of Current Expected Credit Losses (CECL) to all of its financial instruments including trade and note receivables. CECL is applicable to all financial instruments measured at amortized cost. Therefore for the Company, this principally relates to trade receivables and two notes receivable. CECL also requires the measurement of expected credit losses on a collective (pool) basis when similar risk characteristics exist. This may include, either individually or in combination, some of the following characteristics of Accounting Standards Codification ("ASC") 326-20-55-5: a. Internal or external credit score/rating b. Risk ratings or classification c. Financial asset type d. Size e. Effective interest rate f. Term g. Geographical location h. Historical or expected credit loss patterns i. Reasonable and supportable forecast periods The standard requires entities to pool financial assets but allows them to choose which risk characteristics to use. Under the requirements of the guidance, the Company reassesses at the end of each reporting period whether the pool of assets continues to display similar risk characteristics. With over twenty years of experience, Cumberland has experienced virtually no write downs of receivables as most of our receivables are due from large successful pharmaceutical, healthcare or government customers, consistently making payments on account. Although the payment behaviors of all of our customers are consistently reliable, for the sake of transparency, we have separated our customer base into seven separate pools. The Company performs a monthly analysis of aged accounts receivable to determine how much, if any, of the accounts receivable balance should be reserved as potential bad debt. 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. 7 (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, 2026 2025 Numerator: Net income (loss) attributable to common shareholders $ ( 3,289,639 ) $ 1,257,068 Denominator: Weighted-average shares outstanding – basic 14,960,210 14,942,522 Dilutive effect of other securities — 317,302 Weighted-average shares outstanding – diluted 14,960,210 15,259,824 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. 8 (3) REVENUES 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 months ended March 31, 2026 and 2025: Three months ended March 31, 2026 2025 Products: 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 Acetadote 51,981 151,651 Vaprisol 517 ( 600 ) Omeclamox-Pak 1 ( 5,387 ) RediTrex ( 489 ) ( 347 ) Other revenue 168,850 3,141,629 Total net revenues $ 9,131,317 $ 11,713,055 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. 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. 9 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. Those agreements provide that each of the partners is responsible for seeking regulatory approvals for the product, and following approval, each partner will be responsible for the ongoing distribution and sales in the respective international territories. Cumberland is typically entitled to receive a non-refundable, up-front payment at the time each agreement is executed as consideration for the product dossier and for the rights to the distinct intellectual property rights in the respective international territory. These agreements also typically provide for additional payments upon a partner’s achievement of a defined regulatory approval and sales milestones. The Company may also be entitled to receive royalties on future sales of the products and a transfer price on supplies. 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 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 for the three months ended March 31, 2026 and 2025. 10 (4) INVENTORIES The Company works closely with third parties to manufacture and package finished goods for sale. Based on the arrangements with the manufacturer or packager, the Company will either take title to the finished goods at the time of shipment or at the time of arrival at the Company’s warehouses. The Company then holds such goods in inventory until distribution and sale. These finished goods inventories are stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method. The Company continually evaluates inventory for potential losses due to excess, obsolete or slow-moving goods by comparing sales history and projections to the inventory on hand. 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 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. API for the Company's Vaprisol and Vibativ brands were included in the assets associated with the acquisition of those brands and are also included in the raw materials inventory. As these APIs are consumed in the manufacture of our products, the value of the API involved is transferred from raw materials to finished goods. Consigned inventory represents Authorized Generic inventory stored with our partner until shipment to their customers. 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 Finished goods 5,268,211 5,646,315 Total inventories 15,329,341 15,478,608 Less non-current inventories ( 9,875,505 ) ( 9,253,090 ) Total inventories classified as current $ 5,453,836 $ 6,225,518 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 Kristalose raw materials 2,263,417 2,261,500 Vaprisol raw materials 1,171,603 1,171,603 Sancuso raw materials 615,873 656,667 Acetadote raw materials 23,137 24,152 Ifetroban raw materials 40,878 40,879 Kristalose finished Ggoods 107,527 85,204 Vibativ finished goods — 16,429 Caldolor finished goods 95,142 112,761 Total inventories classified as non-current $ 9,875,505 $ 9,253,090 11 (5) LEASES On November 15, 2021, Cumberland entered into a lease (the "Broadwest Lease"), pursuant to which the Company leases approximately 16,903 rentable square feet of space (the "Leased Premise") at the Broadwest office campus located in Nashville, Tennessee with 1600 West End Avenue Partners, LLC (the "Landlord"). The Leased Premise serves as the Company's corporate headquarters. The initial term of the Lease is one hundred fifty-seven ( 157 ) months, with two consecutive options to renew for a period of 5 years each, with the commencement date of October 25, 2022. This lease currently expires in November 2035. The Company is responsible for paying rent to the Landlord under the lease beginning three months after the commencement date. The Company pays a base rent of $ 33.06 per square foot of rentable space with a gradual rental rate increase of 2.5 % for each year thereafter of the prior year's base rental. In addition to the monthly base rent, the Company is responsible for its percentage share of the operating expenses of the building. The lease also provided for a tenant improvement allowance which was used to build out the space. On October 24, 2022, CET provided the notice of exercise to extend the lease with The Gateway to Nashville, LLC (the "Gateway 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 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, Kindos Pharmaceuticals Co., Ltd. ("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 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. Operating lease right-of-use assets represent operating lease liabilities adjusted for lease incentives and initial direct costs. As the Company’s leases do not contain implicit borrowing rates, the incremental borrowing rates were calculated based on information available at the commencement date of each lease. 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 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. 12 Lease Position 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 March 31, 2026 December 31, 2025 Operating lease current liabilities $ 485,162 $ 467,774 Operating lease non-current liabilities 4,343,892 4,471,965 Total $ 4,829,054 $ 4,939,739 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 March 31, 2026 Operating Leases 2026 $ 684,558 2027 934,180 2028 740,791 2029 650,766 2030 667,049 After 2030 3,529,586 7,206,930 Less: Interest 2,377,876 Present value of lease liabilities $ 4,829,054 Rent expense is recognized over the expected term of the lease, including renewal option periods, if applicable, on a straight-line basis as a component of general and administrative expense. Rent expense and sublease income were as follows: Three months ended March 31, 2026 2025 Rent expense $ 344,165 $ 354,752 Sublease income $ 163,850 $ 158,629 13 (6) SHAREHOLDERS’ EQUITY AND DEBT Share repurchases Cumberland currently has a share repurchase program available to repurchase its common stock pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In January 2019, the Company's Board of Directors established the current $ 10 million repurchase program to replace the prior authorizations. 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. Share Sales 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"). The Company entered into an agreement with H.C. Wainwright & Co., LLC ("H.C. Wainwright") to establish a new At the Market ("ATM") program under the Current Registration Statement. On March 20, 2024, the Company filed a related prospectus supplement in connection with the sale and issuance of shares having an aggregate gross sales price of up to $ 5.8 million. On February 5, 2025, the Company issued 1,000,000 shares under an ATM for an aggregate amount of $ 5.5 million. As a result of this transaction, deferred offering costs of $ 0.6 million related to the ATM were reclassified as a reduction of paid-in-capital. On February 14, 2025, the Company filed a prospectus supplement to amend the previous prospectus supplement to increase the maximum gross sales price from $ 5.8 million to $ 10 million. The Company intends to continue an ATM feature through H.C. Wainwright, that would allow the Company to additionally issue shares of its common stock. Restricted Share Grants and Incentive Stock Options 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 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 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. 14 Debt Agreement On September 5, 2023, the Company entered into a new Revolving Credit Loan Agreement (the "Loan Agreement") with Pinnacle Bank. This facility provides for an aggregate principal funding amount of up to $ 25 million. 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 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. 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 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. The Company expects it will continue to pay minimal income taxes during 2026 and beyond, through the continued utilization of these net operating loss carryforwards, on any taxable income generated from our operations. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. 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 taxes and consolidated financial statements. (8) COLLABORATIVE AGREEMENTS Cumberland is a party to several collaborative arrangements with research institutions to identify and pursue promising pharmaceutical product candidates. The funding for these programs is primarily provided through SBIR/STTR programs and other grant awards. The Company has determined that these collaborative agreements, with the exception of the collaborative payment discussed in Note 10, related to Vibativ and Sancuso contingent consideration payments, do not meet the criteria for accounting under ASC Topic 808, Collaborative Agreements . The agreements do not specifically designate each party’s rights and obligations to each other under the collaborative arrangements. Except for patent defense costs, expenses incurred by one party are not required to be reimbursed by the other party. 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 condensed consolidated statements of operations. (9) COMMITMENTS AND CONTINGENCIES The Company is involved in litigation arising in the normal course of business. The Company does not believe that the disposition or ultimate resolution of existing claims or lawsuits will have a material adverse effect on the business or financial condition of the Company. 15 (10) PRODUCT ACQUISITIONS AND RETURN OF PRODUCT RIGHTS Vibativ 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. Vibativ is a patented, FDA approved injectable anti-infective for the treatment of certain serious bacterial infections including hospital-acquired and ventilator-associated bacterial pneumonia and complicated skin and skin structure infections. It addresses a range of Gram-positive bacterial pathogens, including those that are considered difficult-to-treat and multidrug-resistant. Cumberland accounted for the 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 $ 20 million at the closing of the transaction and a $ 5 million milestone payment in early April 2019. 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 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. Cumberland prepared the valuations of the contingent consideration liability utilizing significant unobservable inputs. As a result, the valuation is classified as Level 3 fair value measurement. The following table presents the changes in the fair value of the contingent consideration liability that is remeasured on a recurring basis. The contingent consideration earned and accrued in operating expenses is paid to Theravance quarterly. Balance at December 31, 2025 $ 3,630,598 Cash payment of royalty during the period ( 554,410 ) Change in fair value of contingent consideration included in operating expenses ( 107,096 ) Contingent consideration earned and accrued in operating expenses 359,640 Balance at March 31, 2026 $ 3,328,732 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. 16 Sancuso On January 3, 2022, Cumberland acquired the U.S. rights to the FDA-approved oncology-supportive care medicine Sancuso from Kyowa Kirin, Inc. ("Kyowa Kirin"), the U.S. affiliate of Japan-based Kyowa Kirin Co., Ltd. Sancuso is the first and only FDA-approved prescription patch for the prevention of nausea and vomiting in patients receiving certain types of chemotherapy treatment. The active drug in Sancuso, granisetron, slowly dissolves in the thin layer of adhesive that sticks to the patient’s skin and is released into their bloodstream over several days, working continuously to prevent chemotherapy-induced nausea and vomiting ("CINV"). It is applied 24 to 48 hours before receiving chemotherapy and can prevent CINV for up to five consecutive days. Alternative oral treatments must be taken several times (day and night) to deliver the same therapeutic doses. Cumberland acquired U.S. rights to Sancuso and assumed full commercial responsibility for the product in the United States – including its marketing, promotion, distribution, manufacturing and medical support activities. The product’s FDA registration was subsequently transferred from Kyowa Kirin to Cumberland in August 2023. 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 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 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. Cumberland has prepared a valuation of the contingent consideration liability utilizing significant unobservable inputs. As a result, the valuation is classified as Level 3 fair value measurement. The following table presents the changes in the fair value of the contingent consideration liability that is remeasured on a recurring basis. Balance at December 31, 2025 $ 1,273,000 Cash payment of milestones and royalty during the period ( 147,890 ) Change in fair value of contingent consideration included in operating expenses ( 121,869 ) Contingent consideration earned and accrued in operating expenses 146,432 Balance at March 31, 2026 $ 1,149,673 The contingent consideration liability earned and accrued in operating expenses is paid to Kyowa Kirin quarterly. 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. RediTrex 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. The companies have cooperated on the transition and Cumberland will receive a long-term royalty on any Nordic sales of the product. 17 (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 months ended March 31, 2026 and 2025 . Three months ended March 31, 2026 2026 2025 Net revenues $ 9,131,317 $ 11,713,055 Costs and expenses: Cost of products sold 1,933,889 1,425,714 Selling and marketing 5,064,875 4,231,980 Research and development 1,458,436 1,295,076 General and administrative 2,554,475 2,463,008 Amortization 1,248,934 1,005,330 Segment operating expenses 12,260,609 10,421,108 Operating income (loss) ( 3,129,292 ) 1,291,947 Interest income 78,031 125,709 Interest expense ( 85,839 ) ( 163,802 ) Income (loss) before income taxes ( 3,137,100 ) 1,253,854 Income tax expense ( 3,871 ) ( 5,670 ) Co-commercialization investment loss ( 146,080 ) — Net income (loss) $ ( 3,287,051 ) $ 1,248,184 18 (12) SUBSEQUENT EVENT 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. 19