Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities
We currently have a share repurchase program to purchase up to $10 million of our common stock pursuant to Rule 10b-18 of the Exchange Act. In January 2019, our Board of Directors established the current $10 million repurchase program to replace the prior authorizations for repurchases of our outstanding common stock.
The following table summarizes the activity, by month, during the three months ended June 30, 2020:
Period Total
Number of
Shares (or
Units)
Purchased (1)
Average
Price Paid
per Share
(or Unit)
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs (1)
April 60,144 $ 3.96 60,144 $ 7,117,585
May 43,078 3.81 43,078 6,953,582
June 38,241 (1) 3.40 38,241 6,823,744
Total 141,463 141,463
(1) Of this amount, 3,235 shares were repurchased directly through private purchases at the then-current fair market value of common stock.
Item 5. Submission of Matters to a Vote of Security Holders
At its meeting on May 5, 2020 our Board of Directors determined to hold future non-binding shareholder advisory votes on executive compensation every three years until the next non-binding advisory vote on the frequency of shareholder votes on executive compensation, which is required to occur no later that the Company's 2026 annual meeting of shareholders. Such determination is consistent with the previous recommendation of the Board of Directors and the preference of Company shareholders, as represented by their votes at the annual meeting of shareholders on May 5, 2020.
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Item 6. Exhibits
No. Description
10.1* A men dment Nu mber 2 to t h e A mended and Restated 2007 Long-Term Incentive Co mpensation Plan.
10.2* Amendment Number 2 to the Amended and Restated 2007 Director's Incentive Compensation Plan.
10.3* Payment Protection Program Note dated April 20 , 2020, by and between Cumberland Pharmac euticals Inc. and Pinnacle Bank .
31.1* Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Chief Executive and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* XBRL INSTANCE DOCUMENT - THE INSTANCE DOCUMENT DOES NOT APPEAR IN THE INTERACTIVE DATA FILE BECAUSE ITS XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT.
101.SCH* XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL* XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF* XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB* XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE* XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Cumberland Pharmaceuticals Inc.
Date: August 14, 2020 By: /s/ Michael Bonner
Michael Bonner
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.