What changed in this filing

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Item 9A. Controls and Procedures

2025-03-07 compared with 2024-03-13 · 157 added, 227 removed, 1105 unchanged (26% of the section changed)

9 unchanged sentences

On March 4, 2025, the Company entered into new employment agreements with each of A.J.

Kazimi, our Chief Executive Officer (the “ Kazimi Employment Agreement ”), Jim Herman, our Executive Vice President National Accounts and Chief Compliance Officer (the “ Herman Employment Agreement ”), Todd Anthony, our Vice President Organizational Development (the “Anthony Employment Agreement”), Chris T.

Kazimi, our Chief Executive Officer (the “ Kazimi Employment Agreement ”), Jim Herman, our Vice President Trade and Distribution (the “ Herman Employment Agreement ”), Todd Anthony, our Vice President Organizational Development (the “Anthony Employment Agreement”), Chris T.

Bitterman, Vice President Sales and Marketing (the “Bitterman Employment Agreement”) and John M.

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Pursuant to the Herman Employment Agreement, Mr.

Herman will serve as the Company’s Senior Vice President, National Accounts and Chief Compliance Officer and will receive a base salary of $310,000.

Herman will serve as the Company’s Vice President Trade and Distribution and will receive a base salary of $200,000.

The foregoing description of the Herman Employment Agreement is qualified in its entirety by reference to the Herman Employment Agreement, which is included as Exhibit 10.12 to this Annual Report on Form 10-K and is incorporated by reference into this Item.

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Nashville, TN;

Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements - FORVIS, LLP (formerly BKD, LLP);

Nashville, TN PCAOB ID:

Consolidated Balance Sheets

8 unchanged sentences

001- 001-33637) as filed with the SEC on January 6, 2022

3.1 Third Amended and Restated Charter of Cumberland Pharmaceuticals Inc., incorporated herein by reference to the corresponding exhibit to Amendment No.

19 of the Registrant’s Registration Statement on Form S-1 (File No.

333-142535) as filed with the SEC on July 17, 2009

3.1 Fourth Amended and Restated Charter of Cumberland Pharmaceuticals Inc.

3.2 Second Amended and Restated Bylaws of Cumberland Pharmaceuticals Inc., incorporated herein by reference to the corresponding exhibit to Amendment No.

21 unchanged sentences

001-33637) as filed with the SEC on March 12, 2013

4.8 Warrant to Purchase Common Stock of Cumberland Pharmaceuticals Inc., issued to Bank of America, N.A.

on July 22, 2009, incorporated herein by reference to the corresponding exhibit to the Registrant’s Annual Report on Form 10-K (File No.

001-33637) as filed with the SEC on March 19, 2010

4.9 Form of Senior Indenture, incorporated herein by reference to the corresponding exhibit to Registrant's Registration Statement Form S-3 (File No.

37 unchanged sentences

001-33637) as filed with the SEC on August 9, 2012

10.25† License and Supply Agreement, dated November 16, 2015, by and between Cumberland Pharmaceuticals Inc.

and Gastro-Entero Logic, LLC incorporated herein by reference to the corresponding exhibit of the Registrant's Annual Report on Form 10-K (File No.

001-33637) as filed with the SEC on March 14, 2016

10.28† Asset Purchase and Royalty Agreement for Kristalose dated November 15, 2011 by and between Mylan Inc.

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001-33637) as filed with the SEC on March 11, 2022

10.48 Amendment Number 3 to the Amended and Restated 2007 Long-Term Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.:

001-33637) as filed with the SEC on August 11, 2023

10.49 Sales Agreement, dated March 20, 2024, by and between Cumberland Pharmaceuticals Inc.

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

10.50 Revolving Credit Loan Agreement, dated as of September 5, 2023, by and between Cumberland Pharmaceuticals Inc.

and Pinnacle Bank, incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.:

001-33637) as filed with the SEC on September 6, 2023

10.51 First Amendment to Amended and Restated Revolving Credit Loan Agreement, dated March 31, 2024, by and between Cumberland Pharmaceuticals Inc.

and Pinnacle Bank, incorporated herein by reference to Exhibit 10.6 of the Company's Quarterly Report on Form 10-Q (File No.

001-33637)) as filed with the SEC on May 10, 2024

16.1 Letter to the SEC from FORVIS, LLP, incorporated herein by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K (File No.

001-33637) as filed with the SEC on May 24, 2023

19.1 Insider Trading Policy

21.1 Subsidiaries of Cumberland Pharmaceuticals Inc., incorporated herein by reference to the corresponding exhibit to the Registrant’s Registration Statement on Form S-1 (File No.

1 unchanged sentence

23.1 Consent of Carr, Riggs & Ingram, LLC

23.2 Consent of FORVIS, LLP

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

97.1 Policy for the Recovery of Previously Awarded Incentive Compensation

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.

32.1** 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

97.1 Policy for the Recovery of Previously Awarded Incentive Compensation, incorporated herein by reference to the corresponding exhibit of the Registrant’s Annual Report on Form 10-K (File No.

001-33637) as filed with the SEC on March 13, 2024

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.

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Report of Independent Registered Public Accounting Firm

To the Shareholders, Board of Directors and Audit Committee of

Cumberland Pharmaceuticals Inc.

To the Shareholders, Board of Directors, and Audit Committee of Cumberland Pharmaceuticals Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Cumberland Pharmaceuticals Inc.

and subsidiaries (the "Company") as of December 31, 2023, the related consolidated statements of operations, equity, and cash flows for the year then ended, and the related notes and schedule (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Cumberland Pharmaceuticals Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and schedule (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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March 7, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders, Board of Directors and Audit Committee

CUMBERLAND PHARMACEUTICALS INC.

Nashville, Tennessee

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Cumberland Pharmaceuticals Inc.

(“Company”) as of December 31, 2022, the related consolidated statements of operations, equity, and cash flows for the year ended December 31, 2022, and the related notes and schedule (collectively referred to as the financial statements).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission (SEC) and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Customer Allowances for Chargebacks, Discounts, and Damaged Goods and Accruals for Rebates, Coupons, Product Returns, and Certain Fees

As described in Note 2 to the consolidated financial statements, the allowances against accounts receivable and accrued liabilities for chargebacks, discounts, service fees and expired product returns are determined on a product-by-product basis and established by management as the Company’s best estimate at the time of sale based on each product’s historical experience adjusted to reflect known changes in the factors that impact such allowances.

These allowances are established based on the contractual terms with direct and indirect customers and analyses of historical levels of chargebacks, discounts and returns of expired product.

As of December 31, 2022, allowances in accounts receivable for chargebacks, cash discounts, and damaged goods were $0.6 million and the estimated liability for rebates, coupons, product returns, and certain fees were $8.3 million.

These provisions are recognized concurrently with the sales of products.

Provisions for chargebacks involve estimates of usage by retailers and other indirect buyers with varying contract prices for multiple wholesalers.

The provision for chargebacks varies in relation to changes in sales volume, product mix, pricing, and the level of inventory at the wholesalers.

Provisions are calculated using historical chargeback experience, and/or expected chargeback levels for new products and anticipated pricing changes.

Provisions for rebates are recognized based on contractual obligations in place at the time of sales with consideration given to relevant factors that may affect the payment, as well as historical experience for estimated market activity.

Provisions for product returns are calculated based on the expiration dates of products sold, the window where customers are permitted to return products, and the history of returns for individual products in relation to the sales volume for each product.

We identified the customer allowances for chargebacks, discounts, and damaged goods and accruals for rebates, coupons, product returns, and certain fees as a critical audit matter.

The principal consideration for our determination was the significant measurement uncertainty involved in developing the reserves.

Management exercises judgment in computing the amount of sales subject to the allowances and tracks the amount of allowances taken over time.

All of this in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions, which includes the assumption that historical activity is a good predictor of future allowance activity and modifications made to calculations based on more recent history.

The primary procedures we performed to address this critical audit matter included:

• Tested management’s process for calculating the allowances, including a look back analysis of prior year reserves compared to actual experience in the current year.

• Tested the completeness and accuracy of underlying data used to estimate the accrual by agreeing sales data used in the calculations to reports that were reconciled to the consolidated financial statements, reconciling various allowance percentages to signed customer contracts, and tracing allowance amounts used by various customers during the year to supporting documentation.

• Evaluated the reasonableness of significant assumptions used by management in the computation of allowances, including comparison to historical results and considering recent changes in factors that could influence the future allowances to be claimed, such as changes in the shelf life of the products.

• Tested the clerical accuracy of individual customer allowances computed by management and agreeing the total of all estimated allowances to the respective accounts on the consolidated financial statements.

• Developed an independent expectation of the reserve balance for certain allowances and comparing that to the balance recorded on the December 31, 2022, consolidated balance sheet.

• Compared actual activity for chargebacks, discounts, and damaged goods and rebates, coupons, product returns, and certain fees reported after December 31, 2022, to estimated reserves and accruals on the December 31, 2022, consolidated balance sheet.

Valuation of Contingent Consideration, Acquired Intangible Assets, and Inventory Associated with Business Combinations

As described in Note 3 to the consolidated financial statements, the Company acquired the U.S.

rights to the FDA approved oncology-supportive care medicine Sancuso from Kyowa Kirin, Inc., the U.S.

affiliate of Japan-based Kyowa Kirin Co., Ltd.

during the year ended December 31, 2022, resulting in the expansion of the Company’s product offerings.

This acquisition resulted in additional goodwill of $0.03 million, additional intangible assets of $14.1 million, and contingent liabilities of $5.1 million being recognized on the Company’s consolidated balance sheet.

As part of this acquisition, management assessed that the acquisition qualified as a business combination and all identifiable assets and liabilities acquired were recorded at fair value as part of the purchase price allocation as of the asset date.

The identification and valuation of such acquired assets and assumed liabilities requires management to exercise significant judgment and consider the use of outside vendors to estimate the fair value allocations.

We identified the consummated acquisition and the valuation of acquired assets and assumed liabilities as a critical audit matter.

Our principal consideration for this determination included high degree of audit effort, including utilizing individuals with specialized skills, in evaluating management’s significant assumptions including its forecasts of future performance of the component, discount rates and other inputs into the model used in computing the fair value of the intangible asset, acquired inventory, and contingent consideration liability.

The primary procedures we performed to address this critical audit matter included:

We obtained an understanding of management’s process for determining the fair value measurements of the contingent consideration, acquired intangible assets and inventory, including reviewing the executed Asset Purchase Agreement documents to gain an understanding of the underlying terms of the consummated acquisition.

Evaluated forward-looking assumptions, such as forecasted revenue and earnings used by management by performing procedures that included, but not limited to, comparisons to industry and historical performance data, and sensitivity analysis to assess their reasonableness.

Utilizing a valuation specialist, we evaluated the significant assumptions and methods utilized in developing the fair value of the contingent consideration, acquired intangible assets, and inventory including:

Evaluated the reasonableness of the Company’s third-party valuation models and methodologies, expected cash flow calculations, and reviewed significant assumptions.

Developed an independent calculation of the discount rates used and compared our rates to those used by management.

Prepared an independent calculation of the fair value of the contingent consideration and the intangible assets to test the accuracy of management’s valuation models.

Reviewing and evaluating the adequacy of the disclosures made in the Company’s SEC filings.

/s/ FORVIS, LLP

We served as the Company’s auditor from 2020 to 2023.

Nashville, Tennessee

March 13, 2023

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

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Operating lease current liabilities 356,508 348,092

Revolving line of credit - current 5,100,000 —

Other current liabilities 12,250,955 13,596,528

Total current liabilities 31,621,729 27,982,249

Revolving line of credit 12,784,144 16,200,000

Revolving line of credit - long term 10,176,170 12,784,144

Operating lease non-current liabilities 4,939,739 5,296,247

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Total liabilities 53,037,433 52,516,206

Commitments and contingencies

Shareholders’ equity:

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Loss before income taxes ( 6,466,384 ) ( 6,284,997 )

Income tax expense ( 45,769 ) ( 68,850 )

Income tax benefit (expense) 22,669 ( 45,769 )

Net loss ( 6,443,715 ) ( 6,330,766 )

Net loss at subsidiary attributable to noncontrolling interests 51,446 79,798

Net (income) loss at subsidiary attributable to noncontrolling interests ( 36,055 ) 51,446

Net loss attributable to common shareholders $ ( 6,479,770 ) $ ( 6,279,320 )

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Net loss $ ( 6,443,715 ) $ ( 6,330,766 )

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

Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:

Depreciation and amortization expense 4,902,560 4,935,954

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Decrease in non-cash contingent consideration ( 1,460,804 ) ( 1,253,840 )

Decrease (increase) in cash surrender value of life insurance policies over premiums paid ( 124,736 ) 613,657

Increase in cash surrender value of life insurance policies over premiums paid ( 139,953 ) ( 124,736 )

Noncash interest expense 28,313 15,523

Noncash gain on RediTrex transaction — ( 37,882 )

Gain on receipt of life insurance policies ( 346,800 ) ( 611,330 )

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

Net changes in assets and liabilities affecting operating activities:

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Other long-term liabilities ( 153,771 ) ( 1,131,453 )

Net cash provided by operating activities 6,093,821 8,453,396

Net cash provided by (used in) operating activities ( 612,186 ) 6,093,821

Cash flows from investing activities:

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Additions to intangible assets ( 113,253 ) ( 171,783 )

Return of RediTrex — 1,000,000

Life insurance policy proceeds received 237,556 347,356

Settlement of patent litigation — 21,757

Cash paid for acquisition — ( 13,500,000 )

Net cash used in investing activities ( 105,695 ) ( 13,674,456 )

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2023 and 2022

Net cash provided by (used in) investing activities 57,842 ( 105,695 )

Cash flows from financing activities:

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Cash settlement of contingent consideration ( 1,716,073 ) ( 3,268,083 )

Net cash used in financing activities ( 7,424,472 ) ( 2,061,786 )

Net cash provided by (used in) financing activities 196,904 ( 7,424,472 )

Net decrease in cash and cash equivalents ( 357,440 ) ( 1,436,346 )

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Cash and cash equivalents, end of year $ 17,964,184 $ 18,321,624

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2024 and 2023

Supplemental disclosure of cash flow information:

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Lease liability obtained from right-of-use assets 128,039 1,158,367

RediTrex forgiveness of milestone payable — ( 1,000,000 )

Return of shares related to RediTrex — 399,600

See accompanying notes to consolidated financial statements

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Net loss — — ( 6,279,320 ) ( 51,446 ) ( 6,330,766 )

Return of common stock - Methotrexate ( 180,000 ) ( 399,600 ) — — ( 399,600 )

Share-based compensation 157,360 365,040 — — 365,040

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The Company’s ownership in CET is now 85 % while the remaining interest is owned by WinHealth, Vanderbilt University and the Tennessee Technology Development Corporation.

The operating results of CET allocated to noncontrolling interests in the consolidated statements of operations were $ 51,446 and $ 79,798 for the years ended December 31, 2023 and 2022, respectively.

The operating results of CET allocated to noncontrolling interests in the consolidated statements of operations was income of $ 36,055 for the year ended December 31, 2024, and a loss of $ 51,446 for the year ended December 31, 2023.

Effective January 1, 2007, the Company formed a wholly-owned subsidiary, Cumberland Pharma Sales Corp.

CPSC is the subsidiary that employs the Company's hospital and field sales force personnel.

CPSC is the subsidiary that employs the Company's hospital, field and oncology sales force personnel.

In December 2017, the Company formed the Cumberland Pharma Foundation (the "Foundation") to serve as a vehicle to facilitate the ongoing philanthropic endeavors of Cumberland Pharmaceuticals Inc.

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Initial annual grants by the Foundation have been and are expected to remain consistent with the historic level of contributions made by Cumberland Pharmaceuticals.

Since 2019, Cumberland has made annual cash contributions to the Foundation.

During the years 2023 and 2022, the Company made cash contributions of $ 40,000 and $ 25,000 , respectively.

Since 2019, Cumberland has made annual cash contributions to the Foundation except in the year 2024 where there was no contribution made.

In 2023, the Company made a cash contribution of $ 40,000 .

CUMBERLAND PHARMACEUTICALS INC.

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quoted prices for identical or similar instruments in markets that are not active;

and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

and model-derived valuations whose inputs are observable or whose significant value drivers are observable by correlation or other means.

Level 3 - Significant inputs to the valuation model are unobservable.

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These allowances are established based on the contractual terms with direct and indirect customers and analyses of historical levels of chargebacks and discounts.

The allowances in accounts receivable for chargebacks and cash discounts were $ 0.6 million at December 31, 2023 and 2022.

The allowances in accounts receivable for chargebacks and cash discounts were $ 1.1 million and $ 0.6 million at December 31, 2024 and 2023, respectively.

Other organizations, such as managed care providers, pharmacy benefit management companies and government agencies, may receive rebates from the Company based on either negotiated contracts to carry the Company’s products or reimbursements for filled prescriptions.

These entities are considered indirect customers of the Company.

In conjunction with recognizing a sale to a wholesaler, revenues are reduced and accrued liabilities are increased by the Company’s estimate of the rebate that may be claimed.

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When evidence indicates the carrying value of a product may not be recoverable, a charge is recorded to reduce the inventory to its current net realizable value.

Non-current inventories consist of active pharmaceutical ingredients which typically has an extended life and selected finished good products with extended life longer than one year.

Non-current inventories consist of active pharmaceutical ingredients which typically have an extended life and selected finished good products with an extended life longer than one year.

CUMBERLAND PHARMACEUTICALS INC.

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The Company filed an updated Form S-3 with the SEC in December 2020 (the “Prior Registration Statement”), which was declared effective in January 2021.

On December 27, 2021, the Company filed a related prospectus supplement in connection with the sale and issuance of shares having an aggregate gross sales price of up to $ 19 million.

The Company amended the ATM Sales Agreement on December 27, 2021, in order to allow the Company to continue using its ATM feature to sell shares at market prices.

This ATM program was under the Prior Registration Statement and is no longer active.

The Company filed an updated Form S-3 with the SEC on December 14, 2023, which was declared effective on December 26, 2023 (the “Current Registration Statement”).

The Company intends to enter into an agreement with H.C.

Wainwright & Co., LLC to establish a new ATM program under the Current Registration Statement.

The Company entered into an agreement with H.C.

Wainwright & Co., LLC (“H.C.

Wainwright”) to establish a new ATM program under the Current Registration Statement.

On March 20, 2024, the Company filed a related prospectus supplement in connection with the sale and issuance of shares having an aggregate gross sales price of up to $5.8 million.

The Company has recorded deferred offering costs for payments directly related to the current Shelf Registration on Form S-3 that was completed during December 2021 and December 2023.

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The Company did not issue any shares under this ATM during the year ended December 31, 2024.

On February 5, 2025, the Company utilized the Sales Agreement with H.

Wainwright and sold 1,000,000 shares of Cumberland’s common shares.

These shares sold at a volume weighted average price of $5.4688 per share for aggregate gross proceeds of $5,468,800.

On February 14, 2025, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under the Sales Agreement with H.C.

Wainwright for to up to $10 million and filed a prospectus supplement under the Sales Agreement for that aggregate offering amount.

Property and Equipment

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The economic life is estimated based upon several factors.

This includes the term of the license agreement, the patent life or market exclusivity of the product and as well as management’s expectations of continued involvement with the product and the assessment of future sales, the future periods under which the product will be sold and the profitability of the product.

This includes the term of the license agreement, the patent life or market exclusivity of the product as well as management’s expectations of continued involvement with the product and the assessment of future sales, the future periods under which the product will be sold and the profitability of the product.

This estimate is evaluated on a regular basis during the amortization period and adjusted if appropriate.

If there are any changes made to the useful life of the product and license rights, the costs associated with such a change, if any, will be capitalized and amortized over the revised useful life.

Given the delay in identifying a packager for Omeclamox-Pak, the Company has taken a non-cash write down of the related intangible asset of $ 3.3 million.

The financial statements reflect this adjustment as efforts to identify a packager continue.

CUMBERLAND PHARMACEUTICALS INC.

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The Company reviews all balances over 90 days past due for a possible reserve and considers any specific factors or information for balances aged under 90 days if there are indicators that the balance should be reserved, such as other aged balances with the customer or bankruptcy as well as any economic issues with a customer, industry or region.

The adoption of ASC 326 did not result in a material impact to the Company.

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment, operating lease right-of-use assets and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Long-lived assets, such as property and equipment, operating lease right-of-use assets and intangible assets subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

If events or circumstances arise that require a long-lived asset to be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to its carrying value.

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Cumberland determined the fair value of the reporting units through current and future estimated revenue and profitability of the product.

The Company recorded no impairment charges during 2022.

In 2023, given the delay in identifying a packager for Omeclamox-Pak the Company has taken a non-cash write down of the related intangible assets of $ 3.3 million, which is included in amortization expense in the statement operations.

These intangible assets consisted of product and license rights and trademarks.

In 2023, given the delay in identifying a packager for Omeclamox-Pak, the Company took a non-cash write down of the related intangible assets of $ 3.3 million, which is included in amortization expense in the statement operations.

Similarly in 2024, the Company recorded a non-cash write down of $ 0.4 million related to patent defense cost of our Acetadote product, which is also included in amortization expense in the statement of operations.

Revolving Line of Credit

The Company’s policy is to classify a debt obligation as current that otherwise meets the conditions of noncurrent classification when both of the following conditions are met:

The Company either a) has the ability and intent to repay the obligation within one year after the balance sheet date, or b) repays the obligation after the balance sheet date but before the financial statements are issued.

The repayment of the debt is made with assets that were classified as current as of the balance sheet date.

Joint Venture Agreement

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As a result, the Company recognized additional revenue allowances of $ 0.6 million for rebates as a change of estimate.

There was no change in estimate for the year ended December 31, 2024.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Sales Rebates and Discounts

2 unchanged sentences

These entities are considered indirect customers of the Company.

In conjunction with recognizing a sale to a wholesaler, sales revenues are reduced and accrued liabilities are increased by the Company’s estimate of the rebate that may be claimed.

1 unchanged sentence

Consistent with industry practice, the Company maintains a return policy that allows customers to return product within a specified period prior to and subsequent to the expiration date.

The Company’s estimate of the provision for returns is based upon historical experience, expiration date by product as well as any other factor

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

expected to impact future returns.

The Company’s estimate of the provision for returns is based upon historical experience, expiration date by product as well as any other factor expected to impact future returns.

Any changes in the assumptions used to estimate the provision for returns are recognized in the period those assumptions are changed.

8 unchanged sentences

Selling and marketing expense consists primarily of expenses relating to the advertising, promotion, distribution and sale of products, including royalty expense, salaries and related costs.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Distribution Costs

8 unchanged sentences

Research and development costs are expensed in the period incurred.

Research and development costs are comprised mainly of clinical trial expenses, salaries, wages and other related costs such as materials and supplies.

Research and development costs are comprised mainly of clinical trial and regulatory expenses, salaries, wages, fees paid to government regulators and other related costs such as materials and supplies.

Research and development expense includes activities performed by third-party providers participating in the Company’s clinical studies.

5 unchanged sentences

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment.

The Company only recognizes income tax benefits

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

associated with an income tax position in which it is “more likely than not” that the position would be sustained upon examination by the taxing authorities.

The Company only recognizes income tax benefits associated with an income tax position in which it is “more likely than not” that the position would be sustained upon examination by the taxing authorities.

In assessing the realizability of deferred tax assets, management considers whether some portion or all of the deferred tax assets will not be realized.

5 unchanged sentences

Except where the result would be antidilutive, diluted loss per share is calculated by assuming the vesting of unvested restricted stock and the exercise of stock options and warrants and unrecognized compensation costs.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Share-Based Payments

16 unchanged sentences

In 2024 and 2023, the Company paid Mr.

Brown’s law firm $ 0.05 million and $ 0.04 million, respectively.

Brown’s law firm $ 0.05 million in each year.

Recent Accounting Guidance

3 unchanged sentences

For trade and other receivables, held-to-maturity debt securities, loans and other instruments, companies are required to use a new forward-looking “expected loss” model that generally results in an earlier recognition of allowances for losses.

For available-for-sale debt securities with unrealized losses, companies measure credit losses in a manner similar with previous guidance, except that the losses are recognized as

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

allowances rather than as reductions in the amortized cost of the securities.

For available-for-sale debt securities with unrealized losses, companies measure credit losses in a manner similar with previous guidance, except that the losses are recognized as allowances rather than as reductions in the amortized cost of the securities.

Companies have to disclose additional information, including information they use to track credit quality by year of origination for most financing receivables.

6 unchanged sentences

The Company adopted both ASU 2016-13 and ASU 2019-05 on January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adpoted

In November 2023, the FASB issued final guidance intended to improve transparency of segment disclosures, primarily through expanded disclosures for significant segment expenses.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

In November 2023, the FASB issued final guidance in Update 2023-07, which is intended to improve transparency of segment disclosures, primarily through expanded disclosures for significant segment expenses.

The guidance is effective for annual periods beginning in 2024 and interim periods beginning in 2025.

Early adoption is permitted.

This new guidance will result in incremental disclosures in the notes to the Company’s segment reporting disclosures.

With the Company having only one segment, the adoption, effective January 1, 2024, did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued final guidance to improve transparency of income tax disclosures.

3 unchanged sentences

This new guidance will result in incremental disclosures in the notes to the Company’s income tax disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ("Update 2024-03"), which requires companies to disclose additional information for certain relevant expense categories in the Statements of Operations and within the notes to the financial statements.

Update 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.

CUMBERLAND PHARMACEUTICALS INC.

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Notes to Consolidated Financial Statements (Continued)

(3) Vibativ ® , Sancuso ® and RediTrex ® Products

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The contingent consideration earned and accrued in operating expenses is paid to Theravance annually.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Contingent Consideration Liability

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Alternative oral treatments must be taken several times (day and night) to deliver the same therapeutic doses.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Cumberland acquired U.S.

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prepaid expenses of $ 1.8 million, inventory $ 2.6 million, goodwill $ 0.03 million, intangible assets $ 14.1 million, milestone payable $ 1.7 million and contingent liability $ 3.4 million.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table presents the changes in the fair value of the contingent consideration liability that is remeasured on a recurring basis.

Contingent Consideration Liability Contingent Consideration Liability Including Milestone

Balance at January 3, 2022

$ 3,384,000 $ 3,946,716

Contingent Consideration Liability

Balance at December 31, 2022

Cash payment of royalty during the period

( 1,075,631 ) (1,075,631)

Change in fair value

16,394 1,210,678

Contingent consideration earned and accrued

675,237 675,237

Balance at December 31, 2023

$ 3,000,000 $ 4,757,000

Cash payment of royalty during the period

( 790,632 ) (2,249,632)

Change in fair value

( 685,355 ) (983,355)

Contingent consideration earned and accrued

781,987 781,987

Balance at December 31, 2024

$ 2,306,000 $ 2,306,000

The current portion of the contingent consideration liability is $ 0.8 million and the non-current portion is $ 0.7 million, as of December 31, 2024.

CUMBERLAND PHARMACEUTICALS INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

In November 2016, the Company announced an agreement with the Nordic Group B.V.

25 unchanged sentences

Kristalose $ 15,315,259 $ 15,981,850

Vibativ 8,812,692 7,487,462

Sancuso 9,005,129 8,096,788

Vibativ 7,160,125 8,812,692

Caldolor 4,959,385 4,333,923

Acetadote 185,182 458,759

Omeclamox-Pak 20,030 29,145

Omeclamox ( 3,075 ) 20,030

Vaprisol ( 174,538 ) 151,336

11 unchanged sentences

Other revenues includes funding from federal grant programs including those secured from the FDA and from those secured by CET through the Small Business Administration.

Grant revenue from these federal grant programs totaled approximately $ 0.4 million and $ 0.2 million for the year ended December 31, 2023 and 2022,respectively.

Grant revenue from these federal grant programs totaled approximately $ 0.4 million for the years ended December 31, 2024 and 2023.

Other revenues also includes lease income generated by CET’s Life Sciences Center.

It 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 15 - Leases, was approximately $ 0.5 million for the years ended December 31, 2023 and 2022.

This lease income, as noted in Footnote 15 - Leases, was approximately $ 0.6 million and $ 0.5 million and for the years ended December 31, 2024 and 2023, respectively.

CUMBERLAND PHARMACEUTICALS INC.

16 unchanged sentences

Sancuso Raw Materials 458,684 574,502

Acetadote Raw Materials 23,915 —

Omeclamox 69,622 —

Study Drug Raw Materials 166,923 203,383

Study drug - finished goods — 131,757

Other Products — 103,300

4 unchanged sentences

Consigned inventory represents Authorized Generic inventory stored with Padagis until shipment.

At December 31, 2023, there were no cumulative obsolescence or discontinuance losses necessary to recognize.

At December 31, 2022, the Company had recognized and maintained cumulative net realizable value charges for potential obsolescence and discontinuance losses of approximately $ 0.5 million.

At December 31, 2024 and 2023, there were no cumulative obsolescence or discontinuance losses necessary to recognize.

CUMBERLAND PHARMACEUTICALS INC.

40 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

During 2023 and 2022, the Company recorded an additional $ 0.1 million and $ 0.2 million, respectively, in intangible assets for patents, trademarks and capitalized patent costs, including amounts incurred in the protection of the Company's intellectual property.

During 2024 and 2023, the Company recorded an additional $ 0.1 million for each year in intangible assets for patents, trademarks and capitalized patent costs, including amounts incurred in the protection of the Company's intellectual property.

Amortization expense related to product and license rights, trademarks and patents were as follows for the years ended December 31:

9 unchanged sentences

Other current liabilities consisted of the following at December 31:

Rebates, product returns, administrative fees

and service fees

$ 7,579,783 $ 8,347,214

Rebates, product returns, administrative and service fees $ 7,834,210 $ 7,579,783

Employee wages and benefits 1,200,790 1,197,832

Sancuso related liabilities 827,813 2,226,725

Current portion of accrued contingent consideration 1,370,556 2,424,000

Studies accrual 429,825 385,266

Accrued inventory purchases — 609,621

Sancuso related liabilities 289,928 827,813

Accrued audit fees 273,000 —

Current deferred charges 207,059 220,402

Other 645,587 961,432

Total other current liabilities $ 13,596,528 $ 17,587,911

Total accrued liabilities $ 12,250,955 $ 13,596,528

Other long-term liabilities consisted of the following at December 31:

13 unchanged sentences

Borrowings under the line of credit are collateralized by substantially all of our assets.

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 December 31, 2024 and December 31, 2023, the Company had $ 15.3 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 December 31, 2023.

In 2022, under a previous agreement with Pinnacle Bank, the applicable interest rate was based on LIBOR plus an interest rate spread and was 6.75 % at December 31, 2022.

The applicable interest rate under the Pinnacle Agreement was 7.25 % and 8.125 % at December 31, 2024 and December 31, 2023, respectively.

(10) Shareholders’ Equity

19 unchanged sentences

Net loss $ ( 6,443,715 ) $ ( 6,330,766 )

Net loss at subsidiary attributable to noncontrolling interests 51,446 79,798

Net (income) loss at subsidiary attributable to noncontrolling interests ( 36,055 ) 51,446

Net loss attributable to common shareholders $ ( 6,479,770 ) $ ( 6,279,320 )

11 unchanged sentences

Property and equipment and intangibles 79,979 71,990

Operating lease liabilities 1,307,178 1,121,800

Right-of-use liability 1,205,692 1,307,178

Intangible assets 2,762,590 2,337,091

Capitalized research cost 2,208,093 1,481,455

Section 174 expenses 2,586,832 2,208,093

Allowance for accounts receivable 306,007 147,919

1 unchanged sentence

Inventory 266,695 185,189

Business interest expense limitation 54,720 —

Deferred charges 1,027,520 937,935

2 unchanged sentences

Deferred Tax Liabilities

Operating lease right-of-use assets ( 1,547,773 ) ( 1,150,935 )

Intangible assets — —

Right-of-use asset ( 1,385,534 ) ( 1,547,773 )

Net deferred tax assets, before valuation allowance 21,949,338 21,869,328

deferred tax asset valuation allowance ( 21,949,338 ) ( 21,869,328 )

Net deferred tax assets $ — $ —

Net deferred taxes $ — $ —

The following table summarizes the amount and year of expiration of the Company's federal and state net operating loss carryforwards as of December 31, 2024:

7 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

Income tax expense includes the following components for the years ended December 31:

Income tax expense (benefit) includes the following components for the years ended December 31:

Federal $ — $ —

2 unchanged sentences

Total deferred income tax expense — —

Total income tax expense $ 45,769 $ 68,850

Total income tax expense (benefit) $ ( 22,669 ) $ 45,769

The Company’s effective income tax rate for 2024 and 2023 reconciles with the federal statutory tax rate as follows:

Federal tax expense at statutory rate $ 21.00 $ 21.00

State income tax expense (net of federal income tax benefit) ( 0.58 ) 2.11

Permanent differences associated with general business credits 0.80 —

Income tax expense computed at federal statutory tax rate 21.00 % 21.00 %

State Taxes Net of Federal Benefit 0.11 ( 0.58 )

Tax Credits Generated 3.31 0.80

Change in valuation allowance ( 23.61 ) ( 4.96 )

Other permanent differences ( 6.51 ) ( 2.58 )

Permanent differences ( 1.86 ) ( 6.51 )

Expiring tax credits ( 0.28 ) ( 3.32 )

Deferred True-ups 1.67 ( 7.16 )

Net loss tax expense $ ( 0.73 ) $ ( 1.23 )

Net loss tax benefit (expense) 0.34 % ( 0.73 ) %

The Company believes that it is not more likely than not that its net deferred tax assets will be realized.

10 unchanged sentences

Loss carryforwards and credit carryforwards generated or utilized in years earlier than 2021 remain subject to examination and adjustment.

During 2012, the 2009 federal tax return was examined by the Internal Revenue Service with no significant findings or adjustments.

During 2024, the 2022 federal tax return was selected for examination by the Internal Revenue Service.

Based on the audit plan, the estimated completion date of this exam is July 31, 2025.

The Company has no unrecognized tax benefits in 2024 and 2023.

14 unchanged sentences

Restricted stock issued to employees generally cliff-vests on the fourth anniversary of the grant date.

Restricted stock issued to directors vests on the one year anniversary of the grant date.

Beginning in 2021, the Company began issuing incentive stock options to employees with the same fourth anniversary cliff-vest.

Restricted stock continues to be issued to directors and vests on the one year anniversary of the grant date.

Restricted stock issued to advisors generally cliff-vests on the fourth anniversary of the grant date.

Stock compensation expense is presented as a component of general and administrative expense in the consolidated statements of operations.

Stock compensation expense was $ 0.4 million for the years ended December 31, 2023 and 2022.

Stock compensation expense was $ 0.3 million and $ 0.4 million for the years ended December 31, 2024 and 2023, respectively.

At December 31, 2024, there was approximately $ 0.4 million of unrecognized compensation cost related to share-based payments, which is expected to be recognized over a weighted-average period of 1.76 years.

5 unchanged sentences

Outstanding, December 31, 2022

319,650 $ 3.00 6.15

Granted 192,750 2.06

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Nonvested, December 31, 2023

395,751 $ 4.29

Granted 50,500 1.71

2 unchanged sentences

Nonvested, December 31, 2024

260,566 $ 3.14

The fair value of restricted stock granted was based on the closing market price of the Company’s common stock on the grant date.

The fair value of restricted stock awards that vested during the years 2023 and 2022 was $ 0.3 million and $ 0.5 million, respectively.

The fair value of restricted stock awards that vested during the years 2024 and 2023 was $ 0.3 million for each year.

At December 31, 2024, there was approximately $ 0.1 million of unrecognized compensation costs related to restricted stock awards, which is expected to be recognized over a weighted-average period of less than a year.

8 unchanged sentences

Employee contributions are invested in various investment funds based upon elections made by the employees.

During 2023 and 2022, the Company contributed approximately $ 0.08 million and $ 0.06 million, respectively, in each year to the Plan as an employer match of participant contributions.

During 2024 and 2023, the Company contributed approximately $ 0.08 million in each year to the Plan as an employer match of participant contributions.

In 2012 and 2013, the Company established non-qualified unfunded deferred compensation plans that allow participants to defer receipt of a portion of their compensation.

12 unchanged sentences

The Company also subleases a portion of the space under this lease.

Also included within the right-of-use assets are start up expenditures related to a new supply agreement with Nephron Pharmaceuticals Corporation (“Nephron”).

Included within the right-of-use assets are startup expenditures related to a new supply agreement with Nephron Pharmaceuticals Corporation (“Nephron”).

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 December 31, 2023, the value of this asset was $ 1.0 million.

As of December 31, 2024 and 2023, the value of this asset was $ 0.8 million and $ 1.0 million, respectively.

Also included within the right-of-use assets are startup expenditures related to a new master services agreement and project agreement with Kindos Pharmaceuticals Co.

signed in 2024.

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

As of December 31, 2024, the value of the asset was $ 0.1 million.

Rent expense is recognized over the expected term of the lease on a straight-line basis as a component of general and administrative expense.

Rent expense and sublease income as follows for the years ended December 31:

Rent expense and sublease income were as follows for the years ended December 31:

Rent expense $ 1,384,083 $ 1,304,865

Sublease income $ 554,069 $ 544,138

In March 2016, the FASB issued ASU 2016-02.

ASU 2016-02’s core principle is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information.

The primary effect of adopting ASU 2016-02 to the Company was to record right-of-use assets and obligations for the leases currently classified as operating leases.

CUMBERLAND PHARMACEUTICALS INC.

1 unchanged sentence

Notes to Consolidated Financial Statements (Continued)

In March 2016, the FASB issued ASU 2016-02.

ASU 2016-02’s core principle is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information.

The primary effect of adopting ASU 2016-02 to the Company was to record right-of-use assets and obligations for the leases currently classified as operating leases.

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.

2 unchanged sentences

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 10.42 years and 12.69 years for the years ended December 31, 2023 and 2022, respectively..

The weighted-average remaining lease term for the Broadwest and Gateway leases is 9.60 years and 10.42 years for the year ended December 31, 2024 and 2023, respectively.

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

7 unchanged sentences

Total $ 5,296,247 $ 5,644,339

Cumulative future minimum sublease income under non-cancelable operating subleases totals approximately $ 0.3 million and will be paid through the leases ending in April 2024.

As of December 31, 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:

61 unchanged sentences

Net revenues $ 8,497,701 $ 9,848,849 $ 9,085,826 $ 10,435,569 $ 37,867,945

Operating income (loss) ( 1,531,678 ) 22,859 ( 1,866,603 ) ( 6,179,239 ) ( 9,554,661 )

Net income (loss) 172,286 862,154 ( 1,063,219 ) ( 6,301,987 ) ( 6,330,766 )

Net income (loss) attributable to common shareholders 192,184 872,200 ( 1,049,298 ) ( 6,294,406 ) ( 6,279,320 )

Earnings (loss) per share attributable to common shareholders (1)

Basic $ 0.01 $ 0.06 $ ( 0.07 ) $ ( 0.44 ) $ ( 0.44 )

Diluted $ 0.01 $ 0.06 $ ( 0.07 ) $ ( 0.44 ) $ ( 0.44 )

Net revenues $ 11,175,045 $ 10,299,152 $ 11,413,072 $ 9,123,680 $ 42,010,949

Operating loss ( 1,869,250 ) ( 1,026,688 ) ( 1,694,432 ) ( 1,842,039 ) ( 6,432,409 )

2 unchanged sentences

Loss per share attributable to common shareholders (1)

Basic $ ( 0.14 ) $ ( 0.08 ) $ ( 0.11 ) $ ( 0.14 ) $ ( 0.46 )

Diluted $ ( 0.14 ) $ ( 0.08 ) $ ( 0.11 ) $ ( 0.14 ) $ ( 0.46 )

Net revenues $ 9,224,638 $ 10,888,877 $ 10,085,926 $ 9,353,066 $ 39,552,507

Operating income (loss) ( 1,531,678 ) 22,859 ( 1,866,603 ) ( 6,179,239 ) ( 9,554,661 )

Net income (loss) 172,286 862,154 ( 1,063,219 ) ( 6,301,987 ) ( 6,330,766 )

Net income (loss) attributable to common shareholders 192,184 872,200 ( 1,049,298 ) ( 6,294,406 ) ( 6,279,320 )

Earnings (loss) per share attributable to common shareholders (1)

Continuing operations - basic $ 0.01 $ 0.06 $ ( 0.07 ) $ ( 0.44 ) $ ( 0.44 )

18 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-K

Item 9A. Controls and Procedures