What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 226 added, 131 removed, 334 unchanged (52% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

3 unchanged sentences

Prepaid and other current assets 675,993 654,166

Current assets held for sale/related to discontinued operations 15,653,221 7,986,693

Total current assets 33,641,145 37,060,267

2 unchanged sentences

Intangible assets, net 43,804 53,621

Goodwill 914,000 914,000

Operating lease right-of-use assets 7,281,280 5,781,728

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

Other assets 3,171,623 2,973,378

Assets held for sale/related to discontinued operations 18,452,155 30,649,395

Total assets $ 62,879,694 $ 76,823,992

3 unchanged sentences

Operating lease current liabilities 503,016 467,774

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

Pre-close accrued liabilities 7,518,645 7,774,143

Other current liabilities 2,242,122 2,855,952

Current liabilities held for sale/related to discontinued operations 5,375,104 7,079,504

Total current liabilities 35,193,138 36,744,919

2 unchanged sentences

Other long-term liabilities 3,981,224 3,626,875

Liabilities held for sale/related to discontinued operations 2,387,716 2,195,278

Total liabilities 45,773,246 52,279,770

2 unchanged sentences

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

14,983,107 and 14,956,627 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

51,808,088 51,684,381

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Condensed Consolidated Statements of Operations

Three months ended March 31,

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

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

2026 2025 2026 2025

Net revenues from continuing operations $ 166,458 $ 380,797 $ 330,308 $ 547,425

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 772,162 837,401 1,538,007 1,522,188

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Total costs and expenses 3,326,919 3,500,316 6,423,139 6,389,921

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

Operating loss ( 3,160,461 ) ( 3,119,519 ) ( 6,092,831 ) ( 5,842,496 )

Interest income 60,884 127,489 138,915 253,198

Interest expense ( 724 ) ( 471 ) ( 790 ) ( 4,863 )

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

Loss before income taxes ( 3,100,301 ) ( 2,992,501 ) ( 5,954,706 ) ( 5,594,161 )

Income tax expense ( 3,870 ) ( 5,671 ) ( 7,741 ) ( 11,341 )

Co-commercialization investment loss ( 146,080 ) —

Net loss from continuing operations ( 3,104,171 ) ( 2,998,172 ) ( 5,962,447 ) ( 5,605,502 )

Net income (loss) from discontinued operations ( 1,170,259 ) 2,262,965 ( 1,599,034 ) 6,118,479

Net income (loss) ( 4,274,430 ) ( 735,207 ) ( 7,561,481 ) 512,977

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

Net income (loss) at subsidiary attributable to noncontrolling interests ( 1,947 ) ( 5,533 ) ( 4,535 ) 3,351

Net income (loss) attributable to common shareholders $ ( 4,276,377 ) $ ( 740,740 ) $ ( 7,566,016 ) $ 516,328

Income (loss) per share attributable to common shareholders

- basic $ ( 0.22 ) $ 0.08

- diluted $ ( 0.22 ) $ 0.08

- Continuing operations - basic $ ( 0.21 ) $ ( 0.20 ) $ ( 0.40 ) $ ( 0.37 )

- Discontinued operations - basic ( 0.08 ) 0.15 ( 0.11 ) 0.41

$ ( 0.29 ) $ ( 0.05 ) $ ( 0.51 ) $ 0.03

- Continuing operations - diluted $ ( 0.21 ) $ ( 0.20 ) $ ( 0.40 ) $ ( 0.37 )

- Discontinued operations - diluted ( 0.08 ) 0.15 ( 0.11 ) 0.41

$ ( 0.29 ) $ ( 0.05 ) $ ( 0.51 ) $ 0.03

Weighted-average shares outstanding

5 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

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

Net income (loss) $ ( 7,561,481 ) $ 512,977

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

1 unchanged sentence

Amortization of operating lease right-of-use asset 481,323 481,323

Co-commercialization investment loss 146,080 —

Share-based compensation 184,708 154,898

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

Increase in cash surrender value of life insurance policies over premiums paid ( 166,262 ) ( 40,507 )

Net changes in assets and liabilities affecting operating activities:

5 unchanged sentences

Other long-term liabilities 354,349 ( 50,763 )

Net cash provided by (used in) operating activities from continuing operations ( 3,497,471 ) ( 699,970 )

Discontinued operations 4,053,236 5,442,288

Net cash provided by operating activities 555,765 4,742,318

1 unchanged sentence

Additions to property and equipment ( 38,283 ) ( 74,116 )

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

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

Net (increase) decrease of investment in manufacturing ( 1,754,228 ) —

Additions to intangible assets ( 7,603 ) ( 10,526 )

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

Net cash used in investing activities from continuing operations ( 1,842,132 ) ( 84,642 )

Discontinued operations ( 145,459 ) ( 857,680 )

Net cash used in investing activities ( 1,987,591 ) ( 942,322 )

Cash flows from financing activities:

1 unchanged sentence

Payments on line of credit ( 5,240,733 ) ( 10,035,437 )

Cash settlement of contingent consideration ( 702,299 ) ( 511,131 )

Payments made in connection with repurchase of common shares ( 61,001 ) ( 253,039 )

Net cash used in financing activities from continuing operations ( 5,301,734 ) ( 5,022,142 )

Discontinued operations ( 848,731 ) ( 654,757 )

Net cash used in financing activities ( 6,150,465 ) ( 5,676,899 )

14 unchanged sentences

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

Share issuances — — — — —

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

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

Common stock Accumulated deficit Noncontrolling interests Total equity

5 unchanged sentences

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

Share-based compensation — 77,866 — — 77,866

Net income (loss) — — ( 4,276,377 ) 1,947 ( 4,274,430 )

Balance, June 30, 2026 14,983,107 51,808,088 ( 34,370,075 ) ( 331,565 ) 17,106,448

See accompanying Notes to Condensed Consolidated Financial Statements

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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.

("Cumberland," the "Company," or as used in the context of "we," "us," or "our"), is an innovation-focused biopharmaceutical company developing new product candidates for rare diseases and other serious conditions.

Following the completion of a Strategic Transaction to integrate our commercial brands and organization with Apotex, Cumberland has increased its focus on advancing its proprietary pipeline addressing poorly met medical needs with large potential market opportunities.

Cumberland's growth strategy is centered on creating long-term shareholder value by advancing its proprietary line of differentiated product candidates, leveraging our existing partnerships, while maintaining financial discipline.

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.

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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 months ended March 31, 2026, are not necessarily indicative of the results to be expected for the entire fiscal year or any future period.

The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the entire fiscal year or any future period.

Discontinued Operations

On April 22, 2026, the Company entered into an Asset Purchase Agreement (the "Apotex Agreement") with Apotex Inc.

and certain affiliates ("Apotex").

Under the Apotex Agreement, the Apotex affiliates will integrate the specified assets relating to the Company’s FDA-approved products and certain product-related equity interests for cash consideration of $ 100,000,000 at closing, together with up to $ 9,000,000 for inventory reimbursement and approximately $ 2,000,000 for transaction services over the 12 months following closing.

On July 1, 2026, t he Company completed the closing of the strategic transaction ("Strategic Transaction") with Apotex, pursuant to the Apotex Agreement.

Cumberland has retained its robust portfolio of innovative product candidates and its majority ownership position in Cumberland Emerging Technologies Inc.

Following the closing, Cumberland will focus its resources on developing ifetroban, a potent thromboxane antagonist currently being studied across clinical programs targeting serious rare and progressive diseases.

In accordance with ASC 205-20, Presentation of Financial Statements:

Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.

In the period in which the component meets held-for-sale or discontinued operations criteria the major current assets, non-current assets, current liabilities, and non-current liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations and disclosed in the notes to financial statements.

At the same time, the results of all discontinued operations, less applicable income taxes, shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations.

For additional information, see Note 13, Discontinued Operations.

Recent Accounting Guidance

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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.

We adopted Update 2023-09 effective for the year ended December 31, 2025 on a prospective basis, with no material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

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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.

We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures, but do not expect the adoption of Update 2024-03 to result in a change in recognition or measurement of expenses within our consolidated financial statements.

Use of Estimates

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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.

The Company operates its business as one operating segment focused on innovation and development of new product candidates.

Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker ("CODM"), or decision-making group, in making decisions regarding resource allocation and assessing performance.

The Company has concluded that our new product candidates have similar approval processes with the FDA and similar circumstances.

Following the closing of the Strategic Transaction, the Company does not generate product-related revenues.

The CODM utilizes consolidated net income (loss) as the primary measure of segment profit and loss to evaluate performance and allocate capital.

Because the Company operates in a single operating segment, the segment metrics, significant segment expenses, and total segment assets are consistent with the consolidated financial statements and are further detailed in Part II - Results of Operations .

Non-operating investment income generated from the proceeds of the commercial divestiture is managed centrally at the corporate level and is excluded from the CODM’s evaluation of core portfolio performance.

Trade and Note Receivables Policy

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(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,

The following table reconciles the numerator and denominator used to calculate basic and diluted earnings (loss) per share for the three and six months ended June 30, 2026 and 2025:

Three months ended June 30,

Net income (loss) attributable to common shareholders $ ( 4,276,377 ) $ ( 740,740 )

2 unchanged sentences

Weighted-average shares outstanding – diluted 14,981,607 14,960,596

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.

Six months ended June 30,

Net income (loss) attributable to common shareholders $ ( 7,566,016 ) $ 516,328

Weighted-average shares outstanding – basic 14,970,968 14,951,609

Dilutive effect of other securities — —

Weighted-average shares outstanding – diluted 14,970,968 14,951,609

As of June 30, 2026 and 2025, restricted stock awards and options to purchase 666,906 and 753,089 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 months ended March 31, 2026 and 2025:

Three months ended March 31,

The Company’s net revenues consisted of the following for the three and six months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

Talicia $ 2,349,890 $ — $ 4,266,370 $ —

Sancuso 1,816,737 3,119,112 4,745,372 4,079,920

Vibativ 1,738,887 2,701,854 3,857,183 6,238,609

Talicia 1,916,481 —

Kristalose 1,061,442 2,754,299 2,042,926 5,375,405

5 unchanged sentences

Other revenue 221,534 492,390 390,384 3,634,019

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.

Total revenue 8,801,241 $ 10,837,363 17,932,559 22,550,418

Less discontinued operations ( 8,634,783 ) $ ( 10,456,566 ) $ ( 17,602,251 ) $ ( 22,002,993 )

Revenue from continuing operations $ 166,458 $ 380,797 $ 330,308 $ 547,425

On July 1, 2026, t he Company completed the closing of the Strategic Transaction with Apotex selling these branded products.

We are classifying the revenues from these branded products as discontinued operations.

For the three and six months ended June 30, 2026 and 2025, the amounts noted with regard to Vaprisol, Omeclamox-Pak and RediTrex, resulted from routine sales deduction adjustments of these products which had no sales for the periods represented.

Other Revenues

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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.

This lease income, as noted in Footnote 5 - Leases, was approximately $ 0.2 million for the three months ended June 30, 2026 and 2025, and $ 0.3 million for the six months ended June 30, 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 March 31, 2026 and December 31, 2025, there were no cumulative net realizable value charges for potential obsolescence and discontinuance losses necessary.

At June 30, 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 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

As of June 30, 2026, all inventories were classified as current due to the Strategic Transaction with Apotex closing on July 1, 2026.

All branded product related inventory is included in discontinued operations with only the ifetroban study drug representing the current inventory on hand.

At June 30, 2026 and December 31, 2025, the Company's net inventories consisted of the following:

June 30, 2026 December 31, 2025

Raw materials and work in progress $ 9,679,198 $ 9,832,293

Finished goods 4,932,630 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

Total 14,611,828 15,478,608

Non-current inventory ( 40,879 ) ( 40,879 )

Total Inventory 14,570,949 15,437,729

Discontinued operations ( 14,541,014 ) ( 15,407,794 )

Net inventory from continuing operations $ 29,935 $ 29,935

At June 30, 2026 and December 31, 2025, the Company's non-current inventories consisted of the following:

June 30, 2026 December 31, 2025

Ifetroban raw materials 40,879 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

Total non-current inventories classified as continuing operations $ 40,879 $ 40,879

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").

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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.

As of June 30, 2026, the right-of-use assets for Nephron and Kindos were $ 0.5 million and $ 1.9 million.

These assets relate to manufacturing for Vaprisol, Acetadote and Vibativ and are classified as discontinued operations.

In addition, the right-of-use assets for Recipharm were $ 2.8 million.

These assets relate to ifetroban manufacturing and are classified in continuing operations.

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 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.

The weighted-average remaining lease term for the Broadwest Lease and Gateway Lease is 8.5 years and 8.9 years at June 30, 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 9.34 % and 9.36 % at June 30, 2026 and December 31, 2025, respectively.

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

At June 30, 2026 and December 31, 2025, the Company's lease assets and liabilities were as follows:

Right-of-Use Assets June 30, 2026 December 31, 2025

Operating lease right-of-use assets $ 7,281,280 $ 5,781,728

Lease Liabilities March 31, 2026 December 31, 2025

Lease Liabilities June 30, 2026 December 31, 2025

Operating lease current liabilities $ 503,016 $ 467,774

1 unchanged sentence

Total $ 4,714,184 $ 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.

As of June 30, 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

Maturity of Lease Liabilities at June 30, 2026

Operating Leases

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Rent expense and sublease income were as follows:

Three months ended March 31,

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

2026 2025 2026 2025

Rent expense $ 358,961 $ 363,583 $ 703,126 $ 718,335

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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 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.

During the six months ended June 30, 2026 and June 30, 2025, the Company repurchased 20,245 and 55,637 shares of common stock for approximately $ 0.1 million and $ 0.3 million, respectively.

At June 30, 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 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.

During the six months ended June 30, 2026 and June 30, 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.

During the six months ended June 30, 2026 and June 30, 2025, the Company also issued 173,000 and 179,500 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.

For the six months ended June 30, 2026 and 2025, stock compensation expense was $ 0.2 million for each period.

For the six months ended June 30, 2026 and 2025, we recorded a credit of $ 19,600 and $ 5,973 , respectively, to stock compensation expense related to the forfeiture of unvested incentive stock options.

Debt Agreement

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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.

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

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

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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.

On June 29, 2026, in connection with the closing of the Strategic Transaction with Apotex, Cumberland terminated and repaid in full all outstanding obligations, approximately $ 5.2 million, due under the Loan Agreement dated as of September 5, 2023.

In connection with the termination and repayment in full of all outstanding obligations under the Loan Agreement, all related liens and security interests were terminated, discharged and released.

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

(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.

As of June 30, 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.

For the tax year 2026, the Company expects to utilize these net operating loss carryforwards to offset the tax liability associated with the taxable gain resulting from closing the Strategic Transaction with Apotex.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

1 unchanged sentence

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.

T he Company adopted the tax provisions in the current period.

(8) COLLABORATIVE AGREEMENTS

25 unchanged sentences

Contingent consideration earned and accrued in operating expenses 565,583

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.

Balance at June 30, 2026

The contingent consideration liability of $ 3.4 million was accounted for as $ 1.4 million of other current liabilities and $ 2.0 million of other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2026.

As these liabilities pertain to Vibativ, they are classified as discontinued operations.

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

25 unchanged sentences

Contingent consideration earned and accrued in operating expenses 237,269

Balance at March 31, 2026

Balance at June 30, 2026

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.

The contingent consideration liability of $ 1.0 million was accounted for as $ 0.6 million of current liabilities and $ 0.4 million of other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2026.

As these liabilities pertain to Sancuso, they are classified as discontinued operations.

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

2 unchanged sentences

(11) SEGMENT REPORTING

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

The Company has one reportable segment.

Following the closing of the Strategic Transaction, the Company's continuing operations consist of the development of its proprietary product candidates and the early-stage development activities.

The Company's chief operating decision maker, CODM, is its chief executive officer.

2 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 months ended March 31, 2026 and 2025 .

Three months ended March 31, 2026

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

The following table summarizes selected financial information of the Company’s single operating segment for the three and six months ended June 30, 2026 and 2025 .

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

2026 2025 2026 2025

Net revenues from continuing operations $ 166,458 $ 380,797 $ 330,308 $ 547,425

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 772,162 837,401 1,538,007 1,522,188

1 unchanged sentence

Amortization 7,151 5,769 14,152 11,844

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

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

Total costs and expenses 3,326,919 3,500,316 6,423,139 6,389,921

Operating loss ( 3,160,461 ) ( 3,119,519 ) ( 6,092,831 ) ( 5,842,496 )

Interest income 60,884 127,489 138,915 253,198

Interest expense ( 724 ) ( 471 ) ( 790 ) ( 4,863 )

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

Loss before income taxes ( 3,100,301 ) ( 2,992,501 ) ( 5,954,706 ) ( 5,594,161 )

Income tax expense ( 3,870 ) ( 5,671 ) ( 7,741 ) ( 11,341 )

Co-commercialization investment loss ( 146,080 ) —

Net loss from continuing operations ( 3,104,171 ) ( 2,998,172 ) ( 5,962,447 ) ( 5,605,502 )

Net income (loss) from discontinued operations ( 1,170,259 ) 2,262,965 ( 1,599,034 ) 6,118,479

Net income (loss) ( 4,274,430 ) ( 735,207 ) ( 7,561,481 ) 512,977

(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.

On July 1, 2026, the Company announced the completion of the Strategic Transaction with Apotex, pursuant to the Apotex Agreement.

Apotex acquired the Company's branded pharmaceutical products for cash consideration of $ 100 million, subject to customary post-closing adjustments.

Cumberland has retained its portfolio of innovative product candidates and its majority ownership position in Cumberland Emerging Technologies Inc.

On July 13, 2026, the Company's Board of Directors authorized and declared a special cash dividend of $ 1.50 per share of common stock payable in cash to the Company’s shareholders of record as of July 23, 2026.

The dividend was paid on July 31, 2026 in the amount of $ 22.5 million.

In addition to the special dividend, the Board authorized an open-market share repurchase program of up to $ 5 million in Cumberland shares of common stock over time.

This replaces the previous share repurchase program established in January 2019 that allowed $ 10 million of share repurchases, of which $ 2.1 million remained available.

The timing and actual number of shares repurchased pursuant the Company’s repurchase program will be determined by management depending on a variety of factors, including stock price, trading volume, market conditions, and other general business considerations.

Several Board members will also be establishing new share purchase plans to increase their holdings in the Company.

(13) DISCONTINUED OPERATIONS

On July 1, 2026, the previously announced Strategic Transaction with an affiliate of Apotex was completed.

The Strategic Transaction was effected through the Apotex Agreement, dated as of April 22, 2026.

Under the terms of the agreement, Apotex acquired Cumberland’s portfolio of FDA-approved brands for $ 100 million in cash consideration.

This Strategic Transaction is designed to unlock value and sharpen Cumberland’s focus on advancing its pipeline of differentiated product candidates designed to address unmet medical needs.

The integration of Cumberland’s products will create more critical mass to support patient care and expand product distribution.

Following the closing of the transaction, Cumberland retained its development programs, as well as its majority ownership in Cumberland Emerging Technologies.

This positions Cumberland to operate with the profile of an innovative, development-stage biopharmaceutical organization devoted to new medicines for the future.

Management concluded that the disposition of the commercial branded pharmaceutical products business represents a strategic shift that has a major effect on the Company's operations and financial results.

Accordingly, the commercial products business has been presented as a discontinued operation in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations.

The held-for-sale and discontinued operations criteria of ASC 205-20-45-1E were met on April 22, 2026, upon execution of the Apotex Agreement.

Accordingly, the assets and liabilities of the commercial branded pharmaceutical products business have been presented separately in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, and the results of that business have been presented as discontinued operations for all periods presented.

These reclassifications had no effect on previously reported total assets, total liabilities, net income (loss) or total equity.

Consistent with ASC 205-20-45-10 , the assets and liabilities presented separately as of December 31, 2025 were not remeasured as though they had been held for sale as of that date.

The disposal group comprised the inventories, intangible assets, goodwill, right-of-use assets and product-related equity interests associated with the commercial branded pharmaceutical products business, together with the related contingent consideration liabilities.

Trade accounts receivable, trade accounts payable and cash of that business were retained by the Company and, accordingly, remain classified within continuing operations in the condensed consolidated balance sheets.

General corporate overhead has not been allocated to discontinued operations.

The Company measured the disposal group at the lower of its carrying amount or fair value less costs to sell in accordance with ASC 360-10-35-43.

Because fair value less costs to sell, determined by reference to the $ 100 million of cash consideration under the Apotex Agreement, exceeded the carrying amount of the net assets of the disposal group, no impairment loss was recognized upon classification as held for sale or as of June 30, 2026.

The Company expects to recognize a material pre-tax gain on the sale within discontinued operations in the third quarter of 2026.

The amount of the gain remains subject to finalization of customary post-closing adjustments and of the inventory reimbursement of up to $ 9.0 million payable over the twelve months following closing.

Discontinued operations are presented separately in the Consolidated Balance Sheet, Statement of Operations and Statement of Cash Flows for all periods presented.

The assets and liabilities of the discontinued operation are presented separately in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, and the results of the discontinued operation are presented separately in the condensed consolidated statements of operations for all periods presented.

Assets and Liabilities of Discontinued Operations

June 30, 2026 December 31, 2025

Inventories, net $ 14,541,014 $ 6,195,583

Prepaid and other current assets 1,112,207 1,791,110

Current assets held for sale/related to discontinued operations $ 15,653,221 $ 7,986,693

Non-current inventories $ — $ 9,212,211

Intangible assets, net 11,485,505 13,974,300

914,000 914,000

Operating lease right-of-use assets 2,372,678 2,562,104

Other investment (2)

3,679,972 3,986,780

Assets held for sale/related to discontinued operations $ 18,452,155 $ 30,649,395

Other investment liabilities (2)

$ 3,650,104 $ 5,074,504

Other current liabilities 1,725,000 2,005,000

Current liabilities held for sale/related to discontinued operations $ 5,375,104 $ 7,079,504

Other long-term liabilities $ 2,387,716 $ 2,195,278

Liabilities held for sale/related to discontinued operations $ 2,387,716 $ 2,195,278

(1) Goodwill relates to Vibativ and Sancuso products.

(2) Liabilities that relate to the Company's equity investment in Talicia Holdings, Inc.

Income (Loss) from Discontinued Operations

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

2026 2025 2026 2025

Net revenues $ 8,634,783 $ 10,456,566 $ 17,602,251 $ 22,002,993

Costs and expenses:

Cost of products sold 2,016,852 2,011,389 3,950,741 3,437,103

Selling and marketing 5,372,804 4,223,647 10,444,710 8,455,628

Research and development 647,124 630,998 1,339,715 1,241,287

General and administrative 194,949 217,776 419,020 482,040

Amortization 1,293,049 1,000,715 2,534,982 1,999,970

Interest expense 119,536 109,076 205,309 268,486

Other expense 160,728 — 306,808 —

Total costs and expenses 9,805,042 8,193,601 19,201,285 15,884,514

Net income (loss) from discontinued operations $ ( 1,170,259 ) $ 2,262,965 $ ( 1,599,034 ) $ 6,118,479

Cash Flows from Discontinued Operations

Six months ended June 30,

Cash flows from operating activities:

Net changes in assets and liabilities:

Intangible assets, net $ 2,488,795 $ 1,987,733

Inventories, net 866,780 777,123

Prepaid and other current assets 678,903 899,907

681,989 1,039,190

Other current liabilities ( 855,669 ) 686,201

Other long-term liabilities

192,438 52,134

Net cash provided by operating activities from discontinued operations $ 4,053,236 $ 5,442,288

Cash flows from investing activities:

Increase of investment in manufacturing $ ( 145,459 ) $ ( 857,680 )

Cash flows from financing activities:

Cash settlement of contingent consideration $ ( 848,731 ) $ ( 654,757 )

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