What changed in this filing

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Item 1. Financial Statements

2024-11-08 compared with 2024-08-09 · 87 added, 70 removed, 387 unchanged (29% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets:

15 unchanged sentences

Operating lease current liabilities 391,688 348,092

Current portion of revolving line of credit 5,988,920 —

Other current liabilities 12,649,195 13,596,528

Total current liabilities 31,087,515 27,982,249

Revolving line of credit 16,091,592 12,784,144

Revolving line of credit - long term 10,102,672 12,784,144

Operating lease non-current liabilities 4,997,212 5,296,247

4 unchanged sentences

100,000,000 shares authorized;

14,083,183 and 14,121,833 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

14,010,736 and 14,121,833 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

46,843,203 47,091,602

8 unchanged sentences

Condensed Consolidated Statements of Operations

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

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

7 unchanged sentences

Total costs and expenses 10,780,258 11,952,529 32,022,746 33,574,863

Operating income (loss) ( 1,026,688 ) 22,859 ( 2,895,938 ) ( 1,508,819 )

Operating loss ( 1,694,432 ) ( 1,866,603 ) ( 4,590,370 ) ( 3,375,422 )

Interest income 69,190 98,603 227,777 205,854

Other income — — — 2,828,871

Other income - settlement — 475,000 — 475,000

Other income - insurance proceeds 237,089 346,800 237,089 346,800

Interest expense ( 137,374 ) ( 110,081 ) ( 382,247 ) ( 489,069 )

Income (loss) before income taxes ( 1,091,194 ) 869,091 ( 2,982,224 ) 1,048,315

Loss before income taxes ( 1,525,527 ) ( 1,056,281 ) ( 4,507,751 ) ( 7,966 )

Income tax expense ( 11,442 ) ( 6,938 ) ( 34,327 ) ( 20,813 )

Net income (loss) ( 1,102,637 ) 862,154 ( 3,005,109 ) 1,034,440

Net loss ( 1,536,969 ) ( 1,063,219 ) ( 4,542,078 ) ( 28,779 )

Net loss (income) at subsidiary attributable to noncontrolling interests ( 7,112 ) 13,921 ( 33,878 ) 43,865

10 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Six months ended June 30,

Nine months ended September 30,

Cash flows from operating activities:

Net income (loss) $ ( 3,005,109 ) $ 1,034,440

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

Net loss $ ( 4,542,078 ) $ ( 28,779 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization expense 3,406,166 3,702,687

2 unchanged sentences

Decrease in non-cash contingent consideration ( 936,072 ) ( 1,017,712 )

Increase in cash surrender value of life insurance policies over premiums paid ( 101,538 ) ( 95,997 )

Increase in noncash interest expense 8,654 7,809

Decrease (Increase) of life insurance policies over premiums paid ( 180,081 ) 16,357

Noncash interest expense 19,377 11,713

Loss on disposal of assets 2,691 —

Life insurance proceeds ( 237,089 ) ( 346,800 )

Net changes in assets and liabilities affecting operating activities:

8 unchanged sentences

Additions to property and equipment ( 64,178 ) ( 232,595 )

Life insurance policy proceeds received 237,556 —

Additions to intangible assets ( 88,727 ) ( 133,739 )

Net cash used in investing activities ( 104,990 ) ( 271,261 )

Net cash provided by (used in) investing activities 84,651 ( 366,334 )

Cash flows from financing activities:

23 unchanged sentences

Balance, June 30, 2023 14,330,990 $ 47,303,429 $ ( 10,144,457 ) $ ( 322,070 ) $ 36,836,902

Balance, June 30, 2023 14,330,990 47,303,429 ( 10,144,457 ) ( 322,070 ) 36,836,902

Share-based compensation 3,500 83,112 — — 83,112

Repurchase of common shares ( 116,564 ) ( 201,237 ) — — ( 201,237 )

Net loss — — ( 1,049,298 ) ( 13,921 ) ( 1,063,219 )

Balance, September 30, 2023 14,217,926 $ 47,185,304 $ ( 11,193,755 ) $ ( 335,991 ) $ 35,655,558

Common stock Accumulated deficit Noncontrolling interests Total equity

10 unchanged sentences

Balance, June 30, 2024 14,083,183 $ 46,869,026 $ ( 20,520,036 ) $ ( 316,806 ) $ 26,032,184

Share-based compensation — 76,371 — — 76,371

Repurchase of common shares ( 72,447 ) ( 102,194 ) — — ( 102,194 )

Net income (loss) — — ( 1,544,081 ) 7,112 ( 1,536,969 )

Balance, September 30, 2024 14,010,736 $ 46,843,203 $ ( 22,064,117 ) $ ( 309,694 ) $ 24,469,392

See accompanying Notes to Condensed Consolidated Financial Statements.

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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, 2023 (the " 2023 Annual Report on Form 10-K " ).

The results of operations for the three and six months ended June 30, 2024, 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 nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the entire fiscal year or any future period.

Recent Accounting Guidance

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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 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.

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.

3 unchanged sentences

(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 and six months ended June 30, 2024 and 2023:

Three months ended June 30,

Net income (loss) attributable to common shareholders $ ( 1,085,612 ) $ 872,200

The following table reconciles the numerator and denominator used to calculate basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2024 and 2023:

Three months ended September 30,

Net loss attributable to common shareholders $ ( 1,544,081 ) $ ( 1,049,298 )

Weighted-average shares outstanding – basic 14,052,754 14,277,229

1 unchanged sentence

Weighted-average shares outstanding – diluted 14,052,754 14,277,229

Six months ended June 30,

Nine months ended September 30,

Net income (loss) attributable to common shareholders $ ( 4,575,956 ) $ 15,086

2 unchanged sentences

Weighted-average shares outstanding – diluted 14,089,496 14,521,600

As of June 30, 2024 and 2023, restricted stock awards and options to purchase 576,517 and 413,074 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.

As of September 30, 2024 and 2023, restricted stock awards and options to purchase 600,266 and 440,389 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 and six months ended June 30, 2024 and 2023:

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

The Company’s net revenues consisted of the following for the three and nine months ended September 30, 2024 and 2023:

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

4 unchanged sentences

Acetadote 21,374 120,052 144,973 440,071

Vaprisol ( 941 ) 8,062 ( 2,556 ) 5,544

Omeclamox-Pak ( 18 ) 23,288 ( 2,574 ) 28,832

Vaprisol ( 135,765 ) — ( 128,684 ) 39,866

RediTrex 36,950 ( 122,556 ) 71,350 ( 254,108 )

1 unchanged sentence

Total net revenues $ 9,085,826 $ 10,085,926 $ 27,432,376 $ 30,199,441

There was no Omeclamox-Pak net revenue for the second quarter of 2024 due to our lack of commercial inventory of this product.

There was no Omeclamox-Pak net revenue for the third quarter of 2024 due to our lack of commercial inventory of this product.

The packager for our Omeclamox-Pak product encountered financial difficulties due to the impact of COVID-19.

As we have not been able to identify an alternative site to package the product, we decided to discontinue the sales of Omeclamox-Pak and expense the remaining brand intangible assets in late 2023.

For the three and six months ended June 30, 2024, the amounts noted resulted from normal distribution adjustments.

As we have not been able to identify an alternative site to package the product, we discontinued the sales of Omeclamox-Pak and expensed the remaining brand intangible assets in late 2023.

For the three and nine months ended September 30, 2024 and 2023, the amounts noted resulted from normal distribution adjustments.

With regard to Vaprisol, we are in the process of transitioning to a new manufacturing partner, who was issued a U.S.

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Meanwhile, we have been working with them to support a special, interim supply of compounded product for critically ill patients, which they introduced to the market in late 2023.

For the three and six months ended June 30, 2024, the amounts reflected our share of sales of the compounded product and normal sales deduction adjustments.

For the three and six months ended June 30, 2023, net revenue was impacted by normal accrual adjustments.

Effective June 30, 2023, the Company returned all rights of RediTrex back and will receive a long-term royalty on any sales of the product in the future.

For the three and six months ended June 30, 2024 and 2023, the revenue amounts represented normal distribution and accrual adjustments.

For the three and nine months ended September 30, 2024, the amounts reflected our share of sales of the compounded product and normal sales deduction adjustments.

For the three and nine months ended September 30, 2023, net revenue was impacted by normal accrual adjustments.

Effective June 30, 2023, the Company returned all rights of RediTrex back to Nordic and will receive a long-term royalty on any sales of the product in the future.

For the three and nine months ended September 30, 2024 and 2023, the revenue amounts represented normal distribution and accrual adjustments.

Other Revenues

6 unchanged sentences

Other revenues include funding from federal grant programs including those provided by the FDA and from those secured by Cumberland Emerging Technologies Inc.

("CET") through the Small Business Administration's Small Business Innovation Research and Small Business Technology Transfer ("SBIR/STTR") programs.

Grant revenue from these federal grant programs totaled approximately $ 0.1 million for the six months ended June 30, 2024 and 2023.

("CET") through the Small Business Administration's Small Business Innovation Research and Small Business Technology Transfer Research ("SBIR/STTR") programs.

Grant revenue from these federal grant programs totaled approximately $ 0.4 million and $ 0.3 million for the nine months ended September 30, 2024 and 2023, respectively.

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 $ 0.1 million for the three months ended June 30, 2024 and 2023, respectively, and $ 0.3 million and $ 0.2 million for the six months ended June 30, 2024 and 2023, respectively.

This lease income, as noted in Footnote 5 - Leases, was approximately $ 0.13 million and $ 0.16 million for the three months ended September 30, 2024 and 2023, respectively, and $ 0.4 million both for the nine months ended September 30, 2024 and 2023, respectively.

As part of a CET development agreement, $ 0.2 million was included in CET's other revenue for the three months ended September 30, 2024, which represents development funding associated with a new product.

(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 June 30, 2024, the Company had recognized and maintained cumulative net realizable value charges for potential obsolescence and discontinuance losses of approximately $ 0.02 million.

At September 30, 2024, the Company had recognized and maintained cumulative net realizable value charges for potential obsolescence and discontinuance losses of approximately $ 0.02 million.

At December 31, 2023, there were no cumulative obsolescence and discontinuance losses necessary.

4 unchanged sentences

Consigned inventory represents Authorized Generic inventory stored with our partner until shipment to their customers.

At June 30, 2024 and December 31, 2023, the Company's net inventories consisted of the following:

June 30, 2024 December 31, 2023

At September 30, 2024 and December 31, 2023, the Company's net inventories consisted of the following:

September 30, 2024 December 31, 2023

Raw materials and work in process $ 12,306,377 $ 12,619,092

4 unchanged sentences

Total inventories classified as current $ 4,509,669 $ 4,609,362

At June 30, 2024 and December 31, 2023, the Company's non-current inventories consisted of the following:

June 30, 2024 December 31, 2023

At September 30, 2024 and December 31, 2023, the Company's non-current inventories consisted of the following:

September 30, 2024 December 31, 2023

Vibativ Raw Materials $ 6,230,671 $ 6,611,426

6 unchanged sentences

Vibativ Finished Goods 486,942 810,454

Sancuso Finished Goods 46,602 —

Caldolor Finished Goods 54,315 67,307

2 unchanged sentences

Total inventories classified as non-current $ 11,831,927 $ 12,804,529

On November 15, 2021, Cumberland entered into a lease (the "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").

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.

5 unchanged sentences

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 for 5 years.

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.

3 unchanged sentences

These expenditures are classified as an embedded lease resulting in a right-of-use asset to be amortized over the life of the Nephron contract.

As of June 30, 2024, the right-of-use asset was $ 0.9 million.

As of September 30, 2024, the right-of-use asset was $ 0.8 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 October 25, 2022 and May 1, 2023.

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 and Gateway leases is 10 and 10.9 years at June 30, 2024 and June 30, 2023, respectively.

The weighted-average incremental borrowing rate used to discount the present value of the remaining lease payments for both leases is 9.39 % and 9.40 % at June 30, 2024 and December 31, 2023, respectively.

The weighted-average remaining lease term for the Broadwest Lease and Gateway Lease is 9.8 years and 10.6 years at September 30, 2024 and September 30, 2023, respectively.

The weighted-average incremental borrowing rate used to discount the present value of the remaining lease payments for both leases is 9.38 % and 9.40 % at September 30, 2024 and December 31, 2023, respectively.

Lease Position

At June 30, 2024 and December 31, 2023, the Company's lease assets and liabilities were as follows:

Right-of-Use Assets June 30, 2024 December 31, 2023

At September 30, 2024 and December 31, 2023, the Company's lease assets and liabilities were as follows:

Right-of-Use Assets September 30, 2024 December 31, 2023

Operating lease right-of-use assets $ 6,208,411 $ 6,674,394

Lease Liabilities June 30, 2024 December 31, 2023

Lease Liabilities September 30, 2024 December 31, 2023

Operating lease current liabilities $ 391,688 $ 348,092

1 unchanged sentence

Total $ 5,388,900 $ 5,644,339

As of June 30, 2024, cumulative future minimum sublease income under non-cancelable operating subleases totals approximately $ 0.2 million which includes the 90-day notice required for lease termination.

As of September 30, 2024, cumulative future minimum sublease income under non-cancelable operating subleases totals approximately $ 0.2 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 June 30, 2024

Maturity of Lease Liabilities at September 30, 2024

Operating Leases

4 unchanged sentences

Rent expense and sublease income were as follows:

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

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Share repurchases

Cumberland currently has a share repurchase program available to repurchase up to $ 10 million of its common stock pursuant to Rule 10b-18 of the Securities Exchange Act of 1934.

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 six months ended June 30, 2024 and June 30, 2023, the Company repurchased 202,641 shares and 185,886 shares of common stock for approximately $ 0.4 million for each period.

At June 30, 2024, there remains approximately $ 2.6 million available under the current repurchase program for common share repurchases.

During the nine months ended September 30, 2024 and September 30, 2023, the Company repurchased 275,088 and 302,450 shares of common stock, respectively, for approximately $ 0.5 million during each period.

At September 30, 2024, there remains approximately $ 2.5 million available under the current repurchase program for common share repurchases.

Share purchases and sales

In the Company's March 2024 trading window, several members of Cumberland's Board of Directors entered into agreements for trading plans to purchase shares of the Company's stock pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934.

These purchases are designed to increase ownership in the Company by the members of the Board.

The plans became effective on June 13, 2024, and as of June 30, 2024, a total of 3,529 shares have been purchased through these trading plans.

The plans became effective on June 13, 2024, and as of September 30, 2024, a total of 22,893 shares have been purchased through these trading plans.

In November 2017, Cumberland filed a Shelf Registration on Form S-3 with the SEC associated with the sale of up to $ 100 million in corporate securities.

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Wainwright & Co., LLC, that would allow the Company to issue shares of its common stock.

The Company did not issue any shares under an ATM during the six months ended June 30, 2024.

The Company did not issue any shares under an ATM during the nine months ended September 30, 2024.

Restricted Share Grants and Incentive Stock Options

During the six months ended June 30, 2024 and June 30, 2023, the Company issued 50,500 shares and 34,250 shares of restricted stock, respectively, to employees, advisors and directors.

During the nine months ended September 30, 2024 and September 30, 2023, the Company issued 50,500 shares and 34,250 shares of restricted stock, respectively, to employees, advisors and directors.

Restricted stock issued to employees and 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 six months ended June 30, 2024 and June 30, 2023, the Company also issued 189,250 and 184,500 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 2034 and 2033, respectively.

During the nine months ended September 30, 2024 and September 30, 2023, the Company also issued 190,450 and 192,550 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 2034 and 2033, 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 six months ended June 30, 2024, we recorded a credit of $ 0.02 million to stock compensation expense related to the forfeiture of unvested restricted stock awards and incentive stock options.

For the nine months ended September 30, 2024, we recorded a credit of $ 0.02 million to stock compensation expense related to the forfeiture of unvested restricted stock awards and incentive stock options.

Debt Agreement

On September 5, 2023, the Company entered into a new Revolving Credit Loan Agreement ("Loan Agreement") with Pinnacle Bank.

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.

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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.

As of June 30, 2024 and December 31, 2023, the Company had $ 16.1 million and $ 12.8 million, respectively, in borrowings outstanding under its revolving credit facility.

The applicable interest rate under the Pinnacle Agreement was 8.125 % at June 30, 2024.

As of September 30, 2024 and December 31, 2023, the Company had $ 16.1 million and $ 12.8 million, respectively, in borrowings outstanding under its revolving credit facility.

The applicable interest rate under the Loan Agreement was 8.000 % at September 30, 2024.

Joint Venture Agreement

In August 2020, Cumberland entered into an agreement with WinHealth Investment (Singapore) Ltd creating WHC Biopharmaceuticals, Pte.

The joint venture, as a limited liability company, will focuses on acquiring, developing, registering, and commercializing development stage and commercial stage biopharmaceuticals for China, Hong Kong and other Asian markets.

The joint venture, as a limited liability company, will focus on acquiring, developing, registering, and commercializing development stage and commercial stage biopharmaceuticals for China, Hong Kong and other Asian markets.

The agreement provided for initial investment from WinHealth in the form of a $ 0.2 million equity contribution and an initial investment from Cumberland in the form of a $ 0.2 million convertible note, which was funded during the first quarter of 2021.

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(7) INCOME TAXES

As of June 30, 2024, the Company has approximately $ 52.1 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 September 30, 2024, the Company has approximately $ 51.9 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.

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Contingent consideration earned and accrued in operating expenses 422,961

Balance at June 30, 2024

The contingent consideration liability of $ 3.9 million was accounted for as $ 1.4 million of other current liabilities and $ 2.5 million of other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2024.

Balance at September 30, 2024

The contingent consideration liability of $ 3.5 million was accounted for as $ 1.2 million of other current liabilities and $ 2.3 million of other long-term liabilities on the condensed consolidated balance sheet as of September 30, 2024.

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

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Cumberland acquired U.S.

rights to Sancuso and assumed full commercial responsibility for the product in the U.S.

– including its marketing, promotion, distribution, manufacturing and medical support activities.

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.

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Contingent consideration earned and accrued in operating expenses 662,411

Balance at June 30, 2024

Balance at September 30, 2024

The contingent consideration liability earned and accrued in operating expenses is paid to Kyowa Kirin quarterly.

The contingent consideration liability of $ 1.9 million was accounted for as $ 1.2 million of current liabilities and $ 0.6 million of other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2024.

The contingent consideration liability of $ 1.7 million was accounted for as $ 1.3 million of current liabilities and $ 0.4 million of other long-term liabilities on the condensed consolidated balance sheet as of September 30, 2024.

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

2 unchanged sentences

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