Cumberland Pharmaceuticals完成1億美元出售品牌藥組合予Apotex 轉型專注持續經營業務

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
FORM 10-Q 
(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026 

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             .
Commission file number: 001-33637 
Cumberland Pharmaceuticals Inc. 
(Exact Name of Registrant as Specified In Its Charter)
Tennessee
62-1765329

(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)

1600 West End Avenue, Suite 1300,
Nashville, Tennessee
37203
(Address of Principal Executive Offices)
(Zip Code)

(615) 255-0068
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
ClassTrading SymbolName of exchange on which registered
Common stock, no par valueCPIXNasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐Accelerated filer
☐
Non-accelerated filer
☒Smaller reporting company
☒
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 14,983,107 shares of common stock as of August 4, 2026.

CUMBERLAND PHARMACEUTICALS INC.
INDEX

PART I – FINANCIAL INFORMATION
1

Item 1. Financial Statements (Unaudited)
1

Condensed Consolidated Balance Sheets
1

Condensed Consolidated Statements of Operations
2

Condensed Consolidated Statements of Cash Flows
3

Condensed Consolidated Statements of Equity
4

Notes to the Condensed Consolidated Financial Statements
5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
21

Item 3. Quantitative and Qualitative Disclosures About Market Risk
32

Item 4. Controls and Procedures
32

PART II – OTHER INFORMATION
33

Item 1. Legal Proceedings
33

Item 1A. Risk Factors
33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
50

Item 5. Other Information
50

Item 6. Exhibits
51

SIGNATURES
52

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

CUMBERLAND PHARMACEUTICALS INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, 2026December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$3,862,402 $11,444,693 
Accounts receivable, net13,419,594 16,944,780 
Inventories, net29,935 29,935 
Prepaid and other current assets675,993 654,166 
Current assets held for sale/related to discontinued operations15,653,221 7,986,693 
Total current assets33,641,145 37,060,267 
Non-current inventories40,879 40,879 
Property and equipment, net248,808 264,724 
Intangible assets, net43,804 53,621 
Operating lease right-of-use assets7,281,280 5,781,728 
Other assets3,171,623 2,973,378 
Assets held for sale/related to discontinued operations18,452,155 30,649,395 
Total assets$62,879,694 $76,823,992 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$19,554,251 $18,567,546 
Operating lease current liabilities503,016 467,774 

Pre-close accrued liabilities7,518,645 7,774,143 
Other current liabilities2,242,122 2,855,952 
Current liabilities held for sale/related to discontinued operations5,375,104 7,079,504 
Total current liabilities35,193,138 36,744,919 
Revolving line of credit - long term— 5,240,733 
Operating lease non-current liabilities4,211,168 4,471,965 
Other long-term liabilities3,981,224 3,626,875 
Liabilities held for sale/related to discontinued operations2,387,716 2,195,278 
Total liabilities45,773,246 52,279,770 
Equity:
Shareholders’ equity:
Common stock— no par value; 100,000,000 shares authorized; 14,983,107 and 14,956,627 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively
51,808,088 51,684,381 
Accumulated deficit(34,370,075)(26,804,059)
Total shareholders’ equity17,438,013 24,880,322 
Noncontrolling interests(331,565)(336,100)
Total equity17,106,448 24,544,222 
Total liabilities and equity$62,879,694 $76,823,992 

See accompanying Notes to Condensed Consolidated Financial Statements. 
1

CUMBERLAND PHARMACEUTICALS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)

Three months ended June 30,Six months ended June 30,
2026202520262025
Net revenues from continuing operations$166,458 $380,797 $330,308 $547,425 
Costs and expenses:

Research and development772,162 837,401 1,538,007 1,522,188 
General and administrative2,547,606 2,657,146 4,870,980 4,855,889 
Amortization7,151 5,769 14,152 11,844 
Total costs and expenses3,326,919 3,500,316 6,423,139 6,389,921 
Operating loss(3,160,461)(3,119,519)(6,092,831)(5,842,496)
Interest income60,884 127,489 138,915 253,198 

Interest expense(724)(471)(790)(4,863)
Loss before income taxes(3,100,301)(2,992,501)(5,954,706)(5,594,161)
Income tax expense(3,870)(5,671)(7,741)(11,341)
Net loss from continuing operations(3,104,171)(2,998,172)(5,962,447)(5,605,502)
Net income (loss) from discontinued operations(1,170,259)2,262,965 (1,599,034)6,118,479 
Net income (loss)(4,274,430)(735,207)(7,561,481)512,977 
Net income (loss) at subsidiary attributable to noncontrolling interests(1,947)(5,533)(4,535)3,351 
Net income (loss) attributable to common shareholders$(4,276,377)$(740,740)$(7,566,016)$516,328 
Income (loss) per share attributable to common shareholders
- Continuing operations - basic$(0.21)$(0.20)$(0.40)$(0.37)
- Discontinued operations - basic(0.08)0.15 (0.11)0.41 
$(0.29)$(0.05)$(0.51)$0.03 

- Continuing operations - diluted$(0.21)$(0.20)$(0.40)$(0.37)
- Discontinued operations - diluted(0.08)0.15 (0.11)0.41 
$(0.29)$(0.05)$(0.51)$0.03 
Weighted-average shares outstanding
- basic14,981,607 14,960,596 14,970,968 14,951,609 
- diluted14,981,607 14,960,596 14,970,968 14,951,609 

See accompanying Notes to Condensed Consolidated Financial Statements.
2

CUMBERLAND PHARMACEUTICALS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)

Six months ended June 30,
20262025
Cash flows from operating activities:
Net income (loss)$(7,561,481)$512,977 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense71,619 77,769 
Amortization of operating lease right-of-use asset481,323 481,323 

Share-based compensation184,708 154,898 

Increase in cash surrender value of life insurance policies over premiums paid(166,262)(40,507)

Net changes in assets and liabilities affecting operating activities:
Accounts receivable3,525,186 1,384,555 
Inventories, net— 101,653 
Other current assets and other assets(42,941)(259,885)
Operating lease liabilities(452,202)(440,442)
Accounts payable and other current liabilities108,230 (2,621,548)
Other long-term liabilities354,349 (50,763)
Net cash provided by (used in) operating activities from continuing operations(3,497,471)(699,970)
Discontinued operations4,053,236 5,442,288 
Net cash provided by operating activities555,765 4,742,318 
Cash flows from investing activities:
Additions to property and equipment(38,283)(74,116)

Investment in cash surrender value of life insurance policies(42,018)— 
Net (increase) decrease of investment in manufacturing(1,754,228)— 
Additions to intangible assets(7,603)(10,526)
Net cash used in investing activities from continuing operations(1,842,132)(84,642)
Discontinued operations(145,459)(857,680)
Net cash used in investing activities(1,987,591)(942,322)
Cash flows from financing activities:
Proceeds from ATM offering, net— 5,266,334 

Payments on line of credit(5,240,733)(10,035,437)
Payments made in connection with repurchase of common shares(61,001)(253,039)
Net cash used in financing activities from continuing operations(5,301,734)(5,022,142)
Discontinued operations(848,731)(654,757)
Net cash used in financing activities(6,150,465)(5,676,899)
Net decrease in cash and cash equivalents(7,582,291)(1,876,903)
Cash and cash equivalents at beginning of period$11,444,693 $17,964,184 
Cash and cash equivalents at end of period$3,862,402 $16,087,281 

See accompanying Notes to Condensed Consolidated Financial Statements.
3

CUMBERLAND PHARMACEUTICALS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Equity
(Unaudited)

Common stockAccumulated deficitNoncontrolling interestsTotal equity
SharesAmount
Balance, December 31, 202413,952,624 $46,821,425 $(23,967,931)$(307,517)$22,545,977 
Share issuances1,000,000 4,715,950 — — 4,715,950 
Share-based compensation62,350 74,213 — — 74,213 
Repurchase of common shares(53,837)(243,705)— — (243,705)
Net income (loss)— — 1,257,068 (8,884)1,248,184 
Balance, March 31, 202514,961,137 $51,367,883 $(22,710,863)$(316,401)$28,340,619 

Balance, March 31, 202514,961,137 $51,367,883 $(22,710,863)$(316,401)$28,340,619 
Share issuances— — — — — 
Share-based compensation600 80,685 — — 80,685 
Repurchase of common shares(1,800)(7,170)— — (7,170)
Net income (loss)— — (740,740)5,533 (735,207)
Balance, June 30, 202514,959,937 $51,441,398 $(23,451,603)$(310,868)$27,678,927 

Common stockAccumulated deficitNoncontrolling interestsTotal equity
SharesAmount
Balance, December 31, 202514,956,627 $51,684,381 $(26,804,059)$(336,100)$24,544,222 
Share-based compensation46,725 106,842 — — 106,842 
Repurchase of common shares(20,245)(61,001)— — (61,001)
Net income (loss)— — (3,289,639)2,588 (3,287,051)
Balance, March 31, 202614,983,107 $51,730,222 $(30,093,698)$(333,512)$21,303,012 

Balance, March 31, 202614,983,107 $51,730,222 $(30,093,698)$(333,512)$21,303,012 
Share-based compensation— 77,866 — — 77,866 

Net income (loss)— — (4,276,377)1,947 (4,274,430)
Balance, June 30, 202614,983,107 51,808,088 (34,370,075)(331,565)17,106,448 

See accompanying Notes to Condensed Consolidated Financial Statements
4

CUMBERLAND PHARMACEUTICALS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

(1) ORGANIZATION AND BASIS OF PRESENTATION
Cumberland Pharmaceuticals Inc. ("Cumberland," the "Company," or as used in the context of "we," "us," or "our"), is an innovation-focused biopharmaceutical company developing new product candidates for rare diseases and other serious conditions. Following the completion of a Strategic Transaction to integrate our commercial brands and organization with Apotex, Cumberland has increased its focus on advancing its proprietary pipeline addressing poorly met medical needs with large potential market opportunities.
Cumberland's growth strategy is centered on creating long-term shareholder value by advancing its proprietary line of differentiated product candidates, leveraging our existing partnerships, while maintaining financial discipline.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a basis consistent with the December 31, 2025, audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the information set forth herein. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission (the "SEC"), and certain information and disclosures have been condensed or omitted as permitted by the SEC for interim period presentation. 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, 2025 (the "2025 Annual Report on Form 10-K"). The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the entire fiscal year or any future period.
Discontinued Operations
On April 22, 2026, the Company entered into an Asset Purchase Agreement (the "Apotex Agreement") with Apotex Inc. and certain affiliates ("Apotex"). Under the Apotex Agreement, the Apotex affiliates will integrate the specified assets relating to the Company’s FDA-approved products and certain product-related equity interests for cash consideration of $100,000,000 at closing, together with up to $9,000,000 for inventory reimbursement and approximately $2,000,000 for transaction services over the 12 months following closing. On July 1, 2026, the Company completed the closing of the strategic transaction ("Strategic Transaction") with Apotex, pursuant to the Apotex Agreement.
Cumberland has retained its robust portfolio of innovative product candidates and its majority ownership position in Cumberland Emerging Technologies Inc. Following the closing, Cumberland will focus its resources on developing ifetroban, a potent thromboxane antagonist currently being studied across clinical programs targeting serious rare and progressive diseases.
In accordance with ASC 205-20, Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. In the period in which the component meets held-for-sale or discontinued operations criteria the major current assets, non-current assets, current liabilities, and non-current liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations and disclosed in the notes to financial statements. At the same time, the results of all discontinued operations, less applicable income taxes, shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations. For additional information, see Note 13, Discontinued Operations.
Recent Accounting Guidance
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued final guidance in Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, 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. 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.
5

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("Update 2023-09"), which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in Update 2023-09 also remove disclosures related to certain unrecognized tax benefits and deferred taxes. Update 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted Update 2023-09 effective for the year ended December 31, 2025 on a prospective basis, with no material impact on the Company’s consolidated financial statements. 
Recently Issued Accounting Standards Not Yet Adopted
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 ("ASU 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. ASU 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, but do not expect the adoption of Update 2024-03 to result in a change in recognition or measurement of expenses within our consolidated financial statements.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates under different assumptions and conditions. The Company's most significant estimates include: (1) its allowances for chargebacks and accruals for rebates and product returns, (2) the allowances for obsolescent or unmarketable inventory and (3) valuation of contingent consideration liabilities associated with business combinations.
Operating Segments
The Company operates its business as one operating segment focused on innovation and development of new product candidates. Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker ("CODM"), or decision-making group, in making decisions regarding resource allocation and assessing performance. The Company has concluded that our new product candidates have similar approval processes with the FDA and similar circumstances. 
Following the closing of the Strategic Transaction, the Company does not generate product-related revenues. The CODM utilizes consolidated net income (loss) as the primary measure of segment profit and loss to evaluate performance and allocate capital. Because the Company operates in a single operating segment, the segment metrics, significant segment expenses, and total segment assets are consistent with the consolidated financial statements and are further detailed in Part II - Results of Operations. Non-operating investment income generated from the proceeds of the commercial divestiture is managed centrally at the corporate level and is excluded from the CODM’s evaluation of core portfolio performance.
6

Trade and Note Receivables Policy
Management evaluates the application of Current Expected Credit Losses (CECL) to all of its financial instruments including trade and note receivables. CECL is applicable to all financial instruments measured at amortized cost. Therefore for the Company, this principally relates to trade receivables and two notes receivable. CECL also requires the measurement of expected credit losses on a collective (pool) basis when similar risk characteristics exist. This may include, either individually or in combination, some of the following characteristics of Accounting Standards Codification ("ASC") 326-20-55-5:
a.Internal or external credit score/rating
b.Risk ratings or classification
c.Financial asset type
d.Size
e.Effective interest rate
f.Term
g.Geographical location
h.Historical or expected credit loss patterns
i.Reasonable and supportable forecast periods
The standard requires entities to pool financial assets but allows them to choose which risk characteristics to use. 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 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. The Company performs a monthly analysis of aged accounts receivable to determine how much, if any, of the accounts receivable balance should be reserved as potential bad debt. 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. 

7

(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, 2026 and 2025:

Three months ended June 30,
20262025
Numerator:
Net income (loss) attributable to common shareholders$(4,276,377)$(740,740)
Denominator:
Weighted-average shares outstanding – basic14,981,607 14,960,596 
Dilutive effect of other securities— — 
Weighted-average shares outstanding – diluted14,981,607 14,960,596 

Six months ended June 30,
20262025
Numerator:
Net income (loss) attributable to common shareholders$(7,566,016)$516,328 
Denominator:
Weighted-average shares outstanding – basic14,970,968 14,951,609 
Dilutive effect of other securities— — 
Weighted-average shares outstanding – diluted14,970,968 14,951,609 

As of June 30, 2026 and 2025, restricted stock awards and options to purchase 666,906 and 753,089 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.
8

(3) REVENUES
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, 2026 and 2025:

Three months ended June 30,Six months ended June 30,
2026202520262025
Products:
Talicia$2,349,890 $— $4,266,370 $— 
Sancuso1,816,737 3,119,112 4,745,372 4,079,920 
Vibativ1,738,887 2,701,854 3,857,183 6,238,609 
Kristalose1,061,442 2,754,299 2,042,926 5,375,405 
Caldolor1,474,288 1,588,293 2,439,852 2,895,733 
Acetadote136,661 193,544 188,643 345,195 
Vaprisol— (14,621)518 (15,221)
Omeclamox-Pak— (752)— (6,139)
RediTrex1,802 3,244 1,311 2,897 
Other revenue221,534 492,390 390,384 3,634,019 
Total revenue8,801,241 $10,837,363 17,932,559 22,550,418 
Less discontinued operations(8,634,783)$(10,456,566)$(17,602,251)$(22,002,993)
Revenue from continuing operations$166,458 $380,797 $330,308 $547,425 

On July 1, 2026, the Company completed the closing of the Strategic Transaction with Apotex selling these branded products. We are classifying the revenues from these branded products as discontinued operations. 
For the three and six months ended June 30, 2026 and 2025, the amounts noted with regard to Vaprisol, Omeclamox-Pak and RediTrex, resulted from routine sales deduction adjustments of these products which had no sales for the periods represented.
Other Revenues
In early 2025, Cumberland received a $3.0 million milestone payment from our distribution partner in China associated with the approval of Vibativ for that market. The Company has agreements with international partners for commercialization of the Company's products with associated payments included in other revenues. Those agreements provide that each of the partners is responsible for seeking regulatory approvals for the product, and following approval, each partner will be responsible for the ongoing distribution and sales in the respective international territories. Cumberland is typically entitled to receive a non-refundable, up-front payment at the time each agreement is executed as consideration for the product dossier and for the rights to the distinct intellectual property rights in the respective international territory. These agreements also typically provide for additional payments upon a partner’s achievement of a defined regulatory approval and sales milestones. The Company may also be entitled to receive royalties on future sales of the products and a transfer price on supplies. The contractual payments associated with the partner’s achievement of regulatory approvals, sales milestones and royalties on future sales are recognized as revenue upon occurrence, or at such time that the Company has a high degree of confidence that the revenue would not be reversed in a subsequent period.
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 $0.2 million for the three months ended June 30, 2026 and 2025, and $0.3 million for the six months ended June 30, 2026 and 2025.

9

(4) INVENTORIES
The Company works closely with third parties to manufacture and package finished goods for sale. Based on the arrangements with the manufacturer or packager, the Company will either take title to the finished goods at the time of shipment or at the time of arrival at the Company’s warehouses. The Company then holds such goods in inventory until distribution and sale. These finished goods inventories are stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method.
The Company continually evaluates inventory for potential losses due to excess, obsolete or slow-moving goods by comparing sales history and projections to the inventory on hand. 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, 2026 and December 31, 2025, there were no cumulative net realizable value charges for potential obsolescence and discontinuance losses necessary.
The Company purchases the active pharmaceutical ingredient ("API") for Kristalose and Sancuso and maintains the inventory of that raw material. API for the Company's Vaprisol and Vibativ brands were included in the assets associated with the acquisition of those brands and are also included in the raw materials inventory. As these APIs are consumed in the manufacture of our products, the value of the API involved is transferred from raw materials to finished goods. Consigned inventory represents Authorized Generic inventory stored with our partner until shipment to their customers. 
As of June 30, 2026, all inventories were classified as current due to the Strategic Transaction with Apotex closing on July 1, 2026. All branded product related inventory is included in discontinued operations with only the ifetroban study drug representing the current inventory on hand.
At June 30, 2026 and December 31, 2025, the Company's net inventories consisted of the following:

June 30, 2026December 31, 2025

Raw materials and work in progress$9,679,198 $9,832,293 

Finished goods4,932,630 5,646,315 
Total14,611,828 15,478,608 
Non-current inventory(40,879)(40,879)
Total Inventory14,570,949 15,437,729 
Discontinued operations(14,541,014)(15,407,794)
Net inventory from continuing operations$29,935 $29,935 

At June 30, 2026 and December 31, 2025, the Company's non-current inventories consisted of the following:

June 30, 2026December 31, 2025

Ifetroban raw materials40,879 40,879 

Total non-current inventories classified as continuing operations$40,879 $40,879 

10

(5) LEASES
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. The initial term of the Lease is one hundred fifty-seven (157) months, with two consecutive options to renew for a period of 5 years each, with the commencement date of October 25, 2022. This lease currently expires in November 2035.
The Company is responsible for paying rent to the Landlord under the lease beginning three months after the commencement date. The Company pays a base rent of $33.06 per square foot of rentable space with a gradual rental rate increase of 2.5% for each year thereafter of the prior year's base rental. In addition to the monthly base rent, the Company is responsible for its percentage share of the operating expenses of the building. 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 (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. The wet laboratory and office space is leased through April 2028. 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 new supply agreements with Nephron Pharmaceuticals Corporation ("Nephron") for our Vaprisol product, Kindos Pharmaceuticals Co., Ltd. ("Kindos") for our Vibativ and Acetadote products and Recipharm Pharmaservices Pvt. Ltd ("Recipharm") for our ifetroban study drug. These expenditures are classified as embedded leases resulting in right-of-use assets with the carrying value being reduced straight-line over the life of the contracts. 
As of June 30, 2026, the right-of-use assets for Nephron and Kindos were $0.5 million and $1.9 million. These assets relate to manufacturing for Vaprisol, Acetadote and Vibativ and are classified as discontinued operations. In addition, the right-of-use assets for Recipharm were $2.8 million. These assets relate to ifetroban manufacturing and are classified in continuing operations. 
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 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 Lease and Gateway Lease is 8.5 years and 8.9 years at June 30, 2026 and December 31, 2025, respectively. The weighted-average incremental borrowing rate used to discount the present value of the remaining lease payments for both leases is 9.34% and 9.36% at June 30, 2026 and December 31, 2025, respectively.

11

Lease Position
At June 30, 2026 and December 31, 2025, the Company's lease assets and liabilities were as follows:

Right-of-Use AssetsJune 30, 2026December 31, 2025
Operating lease right-of-use assets$7,281,280 $5,781,728 

Lease LiabilitiesJune 30, 2026December 31, 2025
Operating lease current liabilities$503,016 $467,774 
Operating lease non-current liabilities4,211,168 4,471,965 
Total$4,714,184 $4,939,739 

As of June 30, 2026, cumulative future minimum sublease income under non-cancelable operating subleases totals approximately $0.1 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, 2026
Operating Leases
2026$457,707 
2027934,181 
2028740,791 
2029650,766 
2030667,049 
After 20303,529,586 
6,980,080 
Less: Interest2,265,896 
Present value of lease liabilities$4,714,184 

Rent expense is recognized over the expected term of the lease, including renewal option periods, if applicable, on a straight-line basis as a component of general and administrative expense. Rent expense and sublease income were as follows:

Three months ended June 30,Six months ended June 30,
2026202520262025
Rent expense$358,961 $363,583 $703,126 $718,335 

Sublease income$166,458 $162,797 $330,308 $321,426 

12

(6) SHAREHOLDERS’ EQUITY AND DEBT
Share repurchases
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, 2026 and June 30, 2025, the Company repurchased 20,245 and 55,637 shares of common stock for approximately $0.1 million and $0.3 million, respectively. At June 30, 2026, there remains approximately $2.1 million available under the current repurchase program for common share repurchases. 
Share Sales
The Company filed an updated Form S-3 with the SEC in December 2023, which was declared effective December 26, 2023 (the "Current Registration Statement"). The Company entered into an agreement with H.C. Wainwright & Co., LLC ("H.C. Wainwright") to establish a new At the Market ("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. On February 5, 2025, the Company issued 1,000,000 shares under an ATM for an aggregate amount of $5.5 million. As a result of this transaction, deferred offering costs of $0.6 million related to the ATM were reclassified as a reduction of paid-in-capital. On February 14, 2025, the Company filed a prospectus supplement to amend the previous prospectus supplement to increase the maximum gross sales price from $5.8 million to $10 million. The Company intends to continue an ATM feature through H.C. Wainwright, that would allow the Company to additionally issue shares of its common stock.
Restricted Share Grants and Incentive Stock Options
During the six months ended June 30, 2026 and June 30, 2025, the Company issued 37,250 shares and 35,110 shares of restricted stock, respectively, to advisors and directors. Restricted stock issued to 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, 2026 and June 30, 2025, the Company also issued 173,000 and 179,500 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 2036 and 2035, 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, 2026 and 2025, stock compensation expense was $0.2 million for each period. For the six months ended June 30, 2026 and 2025, we recorded a credit of $19,600 and $5,973, respectively, to stock compensation expense related to the forfeiture of unvested incentive stock options. 

13

Debt Agreement
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. The initial revolving line of credit was up to $20 million, with the ability for Cumberland to increase the amount to $25 million, under certain conditions. It had a 3-year term expiring on October 1, 2026. The interest rate is based on Benchmark (Term SOFR) plus 2.75%. Cumberland was initially subject to one financial covenant, the maintenance of a Funded Debt Ratio, determined on a quarterly basis. 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.
On November 18, 2025, the Company entered into the First Amendment to the Revolving Credit Note and Second Amendment to the Loan Agreement. The Amendment provides for a principal available for borrowing of up to $15 million. The Company has the right to request an increase of up to an additional $10 million. The aggregate principal funding amount remains unchanged of up to $25 million. The Company is subject to a financial covenant, maintenance of a Minimum Fixed Charge Coverage Ratio determined on a quarterly basis, along with Borrowing Base Requirements, as defined. The Amendment extends the maturity date to October 1, 2027. 
 On June 29, 2026, in connection with the closing of the Strategic Transaction with Apotex, Cumberland terminated and repaid in full all outstanding obligations, approximately $5.2 million, due under the Loan Agreement dated as of September 5, 2023. In connection with the termination and repayment in full of all outstanding obligations under the Loan Agreement, all related liens and security interests were terminated, discharged and released.
As of December 31, 2025, the Company had $5.2 million in borrowings outstanding under its revolving credit facility. 

(7) INCOME TAXES
As of June 30, 2026, the Company had approximately $52.6 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. For the tax year 2026, the Company expects to utilize these net operating loss carryforwards to offset the tax liability associated with the taxable gain resulting from closing the Strategic Transaction with Apotex. 
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company adopted the tax provisions in the current period.

(8) COLLABORATIVE AGREEMENTS
Cumberland is a party to several collaborative arrangements with research institutions to identify and pursue promising pharmaceutical product candidates. The funding for these programs is primarily provided through SBIR/STTR programs and other grant awards. The Company has determined that these collaborative agreements, with the exception of the collaborative payment discussed in Note 10, related to Vibativ and Sancuso contingent consideration payments, do not meet the criteria for accounting under ASC Topic 808, Collaborative Agreements. The agreements do not specifically designate each party’s rights and obligations to each other under the collaborative arrangements. Except for patent defense costs, expenses incurred by one party are not require