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Rule 10b5-1 Trading Plans
−Removed: During the quarter ended March 31, 2024, the following officers and directors of the Company adopted trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
−Removed: The material items of the trading plan are set forth in the table below:
−Removed: Name of the Director or Officer Title of the Director or Officer Date of Adoption Duration of the Trading Plan Maximum Dollar Amount to be Used in the Purchase of the Securities
−Removed: Kazimi Chief Executive Officer March 13, 2024 June 13, 2024 - December 20, 2024 $ 10,000
−Removed: Krogulski Director March 13, 2024 June 13, 2024 - December 20, 2024 $ 50,000
−Removed: Jones Director March 13, 2024 June 13, 2024 - December 20, 2024 $ 10,000
−Removed: Young Director March 13, 2024 June 13, 2024 - December 20, 2024 $ 5,000
−Removed: First Amendment to Revolving Credit Loan Agreement
−Removed: 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 (a) up to $20 million or (b) the sum of the Company's cash balances and eligible accounts receivable.
−Removed: 1.1 Sales Agreement, dated March 20, 2024, by and between Cumberland Pharmaceuticals Inc.
−Removed: Wainwright & Co., LLC, incorporated herein by reference to Exhibit 1.1 of the Company’s Form 8-K (File No:001-33637) as filed with the SEC on March 20, 2024.
−Removed: 10.1# Employment Agreement dated March 8, 2024, effective as of January 1, 2024, by and between A.J.
−Removed: Kazimi and Cumberland Pharmaceuticals Inc., incorporated herein by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K (File No.
−Removed: 001-33637) as filed with the SEC on March 13, 2024.
−Removed: 10.2# Employment Agreement dated March 8, 2024, effective as of January 1, 2024, by and between Jim Herman and Cumberland Pharmaceuticals Inc.
−Removed: incorporated herein by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K (File No.
−Removed: 001-33637) as filed with the SEC on March 13, 2024.
−Removed: 10.3# Employment Agreement dated March 8, 2024, effective as of January 1, 2024, by and between Todd Anthony and Cumberland Pharmaceuticals Inc., incorporated herein by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K (File No.
−Removed: 001-33637) as filed with the SEC on March 13, 2024.
−Removed: 10.4# Employment Agreement dated March 7, 2024, effective as of January 1, 2024, by and between Chris Bitterman and Cumberland Pharmaceuticals Inc., incorporated herein by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K (File No.
−Removed: 001-33637) as filed with the SEC on March 13, 2024.
−Removed: 10.5# Employment Agreement dated March 7, 2024, effective as of January 1, 2024, by and between John M.
−Removed: Hamm and Cumberland Pharmaceuticals Inc., incorporated herein by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K (File No.
−Removed: 001-33637) as filed with the SEC on March 13, 2024.
+Added: None of our directors or officers adopted , modified, or terminated a Rule 10b5–1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2024, as such terms are defined under Item 408(a) of Regulation S-K.
10.1 First Amendment to Amended and Restated Revolving Credit Loan Agreement, dated March 31, 2024, by and between Cumberland Pharmaceuticals Inc.
−Removed: and Pinnacle Bank
+Added: and Pinnacle Bank, incorporated herein by reference to Exhibit 10.6 of the Company's Quarterly Report on Form 10-Q (File No.
+Added: 001-33637)) as filed with the SEC on May 10, 2024
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.
−Removed: 32.1** Certification of Chief Executive and Principal Financial Officer Pursuant to 18 U.S.C.
+Added: 32.1** Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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** Furnished herewith.
−Removed: # Indicates a management contract or Compensatory plan
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.
−Removed: May 10, 2024 By:
+Added: August 9, 2024 By:
/s/ John Hamm
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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.