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 March 31, 2023:
Period Total Number of
Shares or Units
Purchased, which were also Part of the Publicly Announced Plans or Programs
Average
Price Paid
per Share
(or Unit)
Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet Be
Purchased Under
the Plans or
Programs
January 18,122 $ 2.60 $ 3,706,634
February 10,663 2.63 3,678,628
March 58,044 1.94 3,565,836
Total 86,829
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Item 6. Exhibits
No. Description
10.1* Employment Agreement dated March 9, 2023, effective as of January 1, 2023, by and between A.J. Kazimi and Cumberland Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K, File No. 001-33637, filed with the Securities and Exchange Commission on March 15, 2023).
10.2* Employment Agreement dated March 9, 2023, effective as of January 1, 2023, by and between Jim Herman and Cumberland Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K, File No. 001-33637, filed with the Securities and Exchange Commission on March 15, 2023).
10.3* Employment Agreement dated March 9, 2023, effective as of January 1, 2023, by and between Todd Anthony and Cumberland Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K, File No. 001-33637, filed with the Securities and Exchange Commission on March 15, 2023).
10.4* Employment Agreement dated March 9, 2023, effective as of January 1, 2023, by and between Chris Bitterman and Cumberland Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K, File No. 001-33637, filed with the Securities and Exchange Commission on March 15, 2023).
10.5* Employment Agreement dated March 9, 2023, effective as of January 1, 2023, by and between John M. Hamm and Cumberland Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K, File No. 001-33637, filed with the Securities and Exchange Commission on March 15, 2023).
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* INLINE 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* INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL* INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF* INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB* INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE* INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
104 COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101)
* 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: May 12, 2023 By: /s/ John Hamm
John Hamm
Chief Financial Officer and Duly Authorized Officer
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