Form 8-K

8-K — CUMBERLAND PHARMACEUTICALS INC

Accession: 0001104659-26-079871

Filed: 2026-07-01

Period: 2026-06-29

CIK: 0001087294

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2619330d1_8k.htm (Primary)

EX-2.2 — EXHIBIT 2.2 (tm2619330d1_ex2-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2619330d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2619330d1_ex99-2.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2619330d1_8k.htm · Sequence: 1

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0001087294

2026-06-29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest

event reported): June 29, 2026

CUMBERLAND PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Tennessee

001-33637

62-1765329

(State or other jurisdiction of incorporation)

(Commission File Number)

(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

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

CPIX

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Introductory Note

This

Current Report on Form 8-K is being filed in connection with the closing on July 1, 2026 (the “Closing Date”) of the

previously announced strategic transaction (the “Transaction”) to integrate the

commercial products of Cumberland Pharmaceuticals Inc. (the “Company” or “Cumberland”) with the

U.S. branded business of an affiliate of Apotex Inc., a corporation incorporated under the laws of the Province of Ontario (“Apotex”).

The Transaction was effected through the Asset Purchase Agreement (the “Agreement”), dated as of April 22, 2026, by

and among Nuvo Pharmaceuticals (Ireland) DAC (“Nuvo”), Apotex and the Company, whereby Nuvo and certain affiliates

of Apotex acquired the Company’s FDA-approved products, consisting of Acetadote®,

Caldolor®, Kristalose®, Sancuso®,

Vaprisol®, Vibativ®, as well as

the Company’s certain product related equity interests (collectively, the “Assets”). Cumberland has retained

the assets associated with the Company’s ifetroban product candidates and Cumberland Emerging Technologies, Inc. (the “Retained

Programs”), which the Company intends to continue to develop.

Item 1.01 Entry into a Material Definitive Agreement.

On July 1, 2026, Cumberland

and Nuvo entered into Amendment No. 1 (the “Amendment”) to the Agreement to exclude certain contracts from the Assets

being transferred to Nuvo in the Transaction.

The foregoing description

of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed

herewith as Exhibit 2.2 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On June 29, 2026, in connection with the closing

of the Transaction, Cumberland terminated and repaid in full all outstanding obligations (approximately $5.3 million) due under that certain

Revolving Credit Loan Agreement, dated as of September 5, 2023, by and between Pinnacle Bank and the Company (as amended, the “Loan

Agreement”). 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.

The Loan Agreement is more fully described in the

Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on

May 8, 2026, which description is incorporated herein by reference. The description of the Loan Agreement incorporated by reference is

not complete and is subject to and entirely qualified by reference to the full text of the Loan Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On the Closing Date, Cumberland

completed the sale of the Assets to Nuvo and certain affiliates of Apotex for aggregate cash consideration to the Company of $100 million

pursuant to the terms of the Agreement. The Transaction was approved by the shareholders of the Company at the special meeting of the

Company’s shareholders held on June 24, 2026, as described in the definitive proxy statement filed by the Company with the SEC

on May 26, 2026.

Attached hereto as Exhibit 99.2, and incorporated

herein by reference, is unaudited pro forma financial information of the Company as of March 31, 2026, consisting of the unaudited pro

forma condensed balance sheet as of March 31, 2026, and the unaudited pro forma condensed statements of operations for the years ended

December 31, 2025 and 2024, and the three months ended March 31, 2026, giving effect to the Transaction. The unaudited pro forma financial

information included as an exhibit to this Current Report on Form 8-K is presented for illustrative purposes only and is not necessarily

indicative of what the Company’s actual financial position or results of operations would have been had the Transaction been completed

on the dates indicated. The unaudited pro forma financial information reflects adjustments, which are based upon estimates. The information

upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult

to make with complete accuracy. Moreover, the pro forma financial information does not reflect all costs that are expected to be incurred

by the Company. Accordingly, the final accounting adjustments may differ materially from the pro forma information included as an exhibit

to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

Effective

July 31, 2026, in connection with the closing of the Transaction, Chris T. Bitterman, Vice President Sales & Marketing, and James

L. Herman, Vice President Trade & Distribution and Corporate Compliance Officer, will resign from the Company and will be hired by

an affiliate of Apotex. As of July 1, 2026, both officers signed offer letters for employment with an affiliate of Apotex.

Item 8.01 Other Events.

On July 1, 2026, the Company issued a press release

announcing the closing of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form

8-K.

Forward-Looking Statements

This Current Report on Form 8-K and the attached

exhibits contain “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements

include statements concerning the Company’s outlook for the future, as well as other statements of beliefs, future plans and strategies

or anticipated events, and similar expressions concerning matters that are not historical facts. These statements can be identified by

the use of forward-looking terminology such as “believes,” “continues,” “estimates,” “anticipates,”

“expects,” “plans,” “intends,” “may,” “could,” “might,” “will,”

“should,” or the negative thereof or other variations thereon or other comparable terminology. The forward-looking statements

included in this Current Report on Form 8-K or the attached exhibits are based on management’s current expectations and assumptions

about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict and

could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements. These risks and

uncertainties include, but are not limited to, the following: an increase in the anticipated amount of costs, fees, expenses and other

charges related to the Transaction; risks arising from the diversion of management’s attention from the Company’s ongoing

business operations; risks associated with the use of proceeds from the Transaction and the Company’s ability to identify and realize

business opportunities following the Transaction; risks of losing key personnel, customers, distributors, or suppliers; protection of

the Company’s intellectual property; government policies and regulations, including, but not limited to those affecting the Company’s

industry; and the matters discussed under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the

fiscal year ended December 31, 2025, as amended and updated from time to time in the Company’s subsequent filings with the SEC.

Readers are cautioned not to place undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date

that it was made and the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information

or otherwise.

Item 9.01 Financial Statements and Exhibits

(b) Filed herewith as Exhibit 99.2 are the unaudited pro forma condensed

balance sheet as of March 31, 2026, and the unaudited pro forma condensed statements of operations for the years ended December 31, 2025

and 2024, and the three months ended March 31, 2026.

(d) Exhibits

Exhibit No.

Description

2.1*

Asset Purchase Agreement, dated as of April 22, 2026, by and among Cumberland Pharmaceuticals Inc., Nuvo Pharmaceuticals (Ireland) DAC, and Apotex Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2026)

2.2*

Amendment No. 1 to the Asset Purchase Agreement, dated as of July 1, 2026, by and between Cumberland Pharmaceuticals Inc. and Nuvo Pharmaceuticals (Ireland) DAC

99.1

Press Release, dated as of July 1, 2026, announcing the closing of the Transaction

99.2

Unaudited condensed pro forma financial statements of Cumberland Pharmaceuticals Inc., consisting of the unaudited pro forma condensed balance sheet as of March 31, 2026, and the unaudited pro forma condensed statements of operations for the years ended December 31, 2025 and 2024, and the three months ended March 31, 2026

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

*Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the U.S. Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cumberland Pharmaceuticals Inc.

Dated: July 1,

2026

By:

/s/ A. J. Kazimi

A. J. Kazimi

Chief Executive Officer

EX-2.2 — EXHIBIT 2.2

EX-2.2

Filename: tm2619330d1_ex2-2.htm · Sequence: 2

Exhibit 2.2

AMENDMENT NO. 1

ASSET PURCHASE AGREEMENT

This Amendment No. 1 to the

Asset Purchase Agreement (this “Amendment”) is made and entered into as of July 1, 2026, by and between Nuvo Pharmaceuticals

(Ireland) DAC, an Ireland designated activity company (“Apotex”), and and Cumberland Pharmaceuticals Inc., a corporation

organized under the laws of Tennessee (“Cumberland”). Apotex and Cumberland are referred to herein individually as

a “Party” and together as the “Parties.”

RECITALS

WHEREAS, Apotex, Apotex Inc.,

a corporation incorporated under the laws of the Province of Ontario, and Cumberland entered into that certain Asset Purchase Agreement,

effective as of the 22nd day of April, 2026 (the “Purchase Agreement”);

WHEREAS, pursuant to Section

11.4 of the Purchase Agreement, the Purchase Agreement may not be amended except by an instrument in writing signed by authorized signatories

on behalf of each Party;

WHEREAS, the Parties desire

to amend certain terms of the Purchase Agreement, in each case as more fully set forth in this Amendment; and

WHEREAS, capitalized terms

used in this Amendment and not otherwise defined herein have the respective meanings given to them in the Purchase Agreement.

NOW, THEREFORE, in consideration

of the mutual covenants and promises set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the Parties hereby agree as follows:

1. Amendments.

(a) Amendment to the Definition of “Transferred Contract(s)”. The definition of “Transferred

Contract(s)” contained in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“‘Transferred Contract(s)’

means all Contracts exclusively or primarily related to the Business, including the Material Contracts required to be set forth on Section

5.8(a) of the Disclosure Schedules; provided that the Transferred Contracts shall exclude those Contracts listed on Exhibit

E.”

(b) Addition of Exhibit E. Exhibit E attached hereto shall be deemed added and attached as Exhibit

E to the Purchase Agreement. The Contracts set forth on Exhibit E attached hereto shall be excluded from the Transferred Contracts

and, for the avoidance of doubt, shall not constitute Acquired Assets, and the Assumed Liabilities shall not include any obligations under

such excluded Contracts.

2. Ratification. Except as amended hereby, the terms and provisions of the Purchase Agreement shall

remain unchanged and in full force and effect. In the event of any conflict between the terms of the Purchase Agreement and the terms

of this Amendment, the terms of this Amendment shall govern and control.

3. Complete Agreement. This Amendment and the Purchase Agreement, together with the schedules and

exhibits referred to therein (including the Disclosure Schedules and Exhibit E hereto), contain the complete agreement among the Parties

and supersede any prior understandings, agreements or representations by or among the Parties, written or oral, which may have related

to the subject matter hereof in any way.

4. Miscellaneous. Sections 11.4 (Amendments and Waivers), 11.5 (Notices), 11.6 (Headings),

11.7 (Severability), 11.8 (Counterparts), 11.11 (Governing Law; Choice of Law) and 11.13 (Dispute Resolution;

Waiver of Jury Trial) of the Purchase Agreement apply to this Amendment mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of

the undersigned has executed this Amendment as of the date first written above.

NUVO PHARMACEUTICALS (IRELAND) DAC

By:

/s/ Gary McCloskey

Name:

Gary McCloskey

Title:

Director

CUMBERLAND PHARMACEUTICALS INC.

By:

/s/ A.J. Kazimi

Name:

A.J. Kazimi

Title:

Chief Executive Officer

[Signature Page to Amendment

No. 1 to Asset Purchase Agreement]

EXHIBIT E

Excluded Contracts

[Omitted]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2619330d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

Cumberland Pharmaceuticals

Closes

Strategic Transaction

with Apotex

$100 million Transaction

Follows Cumberland Shareholder Approval

Strengthens Cumberland’s

Focus on Rare Disease Pipeline

NASHVILLE, Tenn. (July 1, 2026) - Cumberland

Pharmaceuticals Inc. (Nasdaq: CPIX), a U.S. biopharmaceutical company, today announced the closing

on an agreement with subsidiary of Apotex Health Corp. (“Apotex”), the largest Canadian-based pharmaceutical company, to

integrate their branded U.S. businesses. Under the terms of the agreement, Apotex has acquired Cumberland’s line of branded pharmaceuticals

for cash consideration of $100 million funded at closing, which followed approval by Cumberland’s shareholders.

“We are pleased to complete this value-creating

transaction, which was strongly supported by our shareholders with over 99% of the votes cast in favor of the transaction,” said

A.J. Kazimi, CEO of Cumberland. “This milestone significantly strengthens our financial position, enabling us to focus on the large

market opportunities associated with our pipeline programs. Our goals are to deliver innovative new products to improve patient care,

while continuing to build value for our shareholders.”

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:

· Duchenne Muscular Dystrophy

Cardiomyopathy:

Cumberland

announced breakthrough results in a Phase II clinical study of ifetroban in patients with cardiomyopathy associated with this rare, fatal

genetic neuromuscular disease. Interactions with the FDA have been underway regarding study results and requirements for approval. The

program has received FDA Orphan Drug, Rare Pediatric Disease and Fast Track designations.

· Systemic Sclerosis:

Cumberland

has conducted a Phase II clinical study evaluating the safety of ifetroban in patients with this debilitating autoimmune disorder. Evaluation

of the study data is underway with top-line results anticipated as the next milestone.

· Idiopathic Pulmonary

Fibrosis:

Phase II study evaluating ifetroban in patients with the most common form of progressive fibrosing interstitial lung disease is actively

enrolling at medical centers across the U.S.. Favorable interim safety findings have been announced and the next milestone is the announcement

of the efficacy results.

· Cancer Metastasis:

Cumberland, in collaboration with Vanderbilt

Health, recently announced the results of a Pilot Study of ifetroban in patients with high-risk solid tumors. The findings suggests the

potential to block cancer metastasis, as a favorable trend was identified with fewer deaths due to metastatic disease in those receiving

ifetroban rather than a placebo. The Phase 2 clinical trial also found ifetroban to be safe and well tolerated in the oncology patients,

supporting further development of the drug to prevent cancer metastasis.

About Apotex

Apotex (APTX.TO), is a Canadian-based global

health company. We improve everyday access to affordable, innovative medicines and health products for millions of people around the

world, with a broad portfolio of generic, biosimilar, and innovative branded pharmaceuticals, and consumer health products. Headquartered

in Toronto, with regional offices globally, including in the United States, Mexico, and India, we are the largest Canadian-based pharmaceutical

company and a health partner of choice for the Americas for pharmaceutical licensing and product acquisitions.

Learn more at www.apotex.com

About Cumberland Pharmaceuticals

Cumberland Pharmaceuticals Inc. is a Nashville-based

biopharmaceutical company focused on developing new therapies for rare diseases. The company is advancing a late-stage pipeline of product

candidates through a series of late stage clinical studies. The treatments are being developed across multiple therapeutic areas to address

serious patient conditions that represent unmet medical needs.

Cumberland's Phase 2 clinical programs are evaluating

ifetroban in patients with Duchenne Muscular Dystrophy, Systemic Sclerosis, Idiopathic Pulmonary Fibrosis and Cancer Metastasis.

For more information, please visit www.cumberlandpharma.com.

Forward-Looking Statements

This press release contains forward-looking statements,

which are subject to certain risks and reflect Cumberland’s current views on future events based on what it believes are reasonable

assumptions. No assurance can be given that these events will occur. As with any business, all phases of Cumberland’s operations

are subject to factors outside of its control, and any one or combination of these factors could materially affect Cumberland’s

results of operations. These factors include market conditions, competition, an inability of manufacturers to meet FDA standards or supply

Cumberland’s products on a timely basis, natural disasters, public health epidemics, and other events beyond our control, as more

fully discussed in the Company’s most recent Form 10-K and subsequent 10-Qs as filed with the SEC. There can be no assurance that

results anticipated by the Company will be realized or that they will have the expected effects. Readers are cautioned not to place undue

reliance on forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to publicly

revise these statements to reflect events after the date hereof.

SOURCE: Cumberland Pharmaceuticals Inc.

Investor Contact:

Medica Contact:

Shayla Simpson

Emily Kent

Cumberland Pharmaceuticals Inc.

Dalton Agency

(615) 255-0068

(540) 621-5448

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2619330d1_ex99-2.htm · Sequence: 4

Exhibit 99.2

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed

consolidated balance sheet data as of March 31, 2026, is presented to show how the Transaction might have affected the historical

financial statements of the Company if the Transaction had occurred on March 31, 2026. The following unaudited pro forma condensed

consolidated statements of operations data for the year ended December 31, 2024, December 31, 2025, and the three months

ended March 31, 2026, are presented as if the Transaction occurred on January 1, 2024. The Transaction is expected to meet the

criteria in ASC 205-20 to begin being presented as a discontinued operation in the second quarter of 2026 due to disposal of most of the

Company’s revenue-generating operations and the resulting strategic shift toward development-stage activities. As a disposal that

meets the criteria for discontinued operations, we are required to present an unaudited pro forma condensed consolidated statement

for each historical period presented in the Company’s Annual Report on Form 10-K. The unaudited pro forma condensed consolidated

financial statements are derived from, and should be read in conjunction with our historical financial statements and notes thereto, as

presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in the Company’s

Quarterly Report on Form 10-Q for the three months ended March 31, 2026, as previously filed with the SEC. The unaudited

pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X.

Article 11 of Regulation S-X requires

that pro forma financial information include pro forma adjustments to the historical financial statements of the registrant

that reflect only the application of required accounting to the Transaction.

The Transaction accounting adjustments to reflect

the Transaction in the unaudited pro forma condensed consolidated financial statements include:

the sale of the operations, assets and liabilities of the Company’s

Assets involved in the Transaction pursuant to the Agreement, and

adjustments required to record the estimated impact of the proceeds received

in connection with the Transaction, net of transaction costs.

In addition, Regulation S-X permits registrants

to reflect adjustments that depict synergies and dis-synergies of the disposition for which pro forma effect is being given. The

unaudited pro forma condensed consolidated financial statements do not reflect any such adjustments.

The Company expects to execute a transition services

agreement at closing of the Transaction, which will include services to be provided to Apotex for up to 12 months following the Closing

Date. The unaudited pro forma condensed consolidated statements of operations are not required to present the impact of the transition

services agreement, as these amounts are not expected to be material.

The unaudited pro forma condensed consolidated

financial statement information is presented for informational purposes only and is based upon estimates by the Company’s management,

which are based upon available information and certain assumptions that Company’s management believes are reasonable as of the date

of this proxy statement. The unaudited pro forma condensed consolidated financial statements are not intended to be indicative of

the actual financial position or results of operations that would have been achieved had the Transaction been consummated as of the dates

and for the periods indicated above, nor does it purport to indicate results which may be attained in the future. Actual amounts could

differ materially from these estimates.

The unaudited pro forma condensed consolidated

balance sheet as of March 31, 2026, and the unaudited pro forma condensed consolidated statements of operations for the three months

ended March 31, 2026, and years ended December 31, 2025, and December 31, 2024, should be read in conjunction with the

notes thereto.

Cumberland Pharmaceuticals, Inc.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE

SHEET

AS OF MARCH 31, 2026

March 31, 2026

Historical CPIX,

Inc.

Transaction

Accounting

Adjustments

Notes

Pro Forma

Cumberland

Pharmaceuticals,

Inc.

ASSETS

Current assets:

Cash and cash equivalents

$ 11,007,245

$ 99,241,674

(iii)

$ 110,248,919

Marketable securities

—

Accounts receivable, net of allowances

14,261,978

Inventories

5,453,836

(5,423,901 )

(i) & (iv)

29,935

Prepaid assets

2,066,198

(1,144,950 )

(i)

921,248

Total current assets

32,789,257

92,672,823

125,462,080

Property and Equipment, net

237,375

—

237,375

Intangible assets, net

12,793,249

(12,743,179 )

(i)

50,070

Goodwill

914,000

(914,000 )

(i)

—

Noncurrent Inventory

9,875,505

(9,834,626 )

(i) & (iv)

40,879

Operating lease right-of-use assets

7,618,720

(1,770,712 )

(i)

5,848,008

Other Investments

3,840,700

(3,840,700 )

(i)

—

Other assets

2,926,214

—

2,926,214

Total assets

70,995,020

63,569,605

134,564,625

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

16,537,072

—

16,537,072

Operating lease current liabilities

485,162

—

485,162

Other accrued liabilities

17,465,817

2,567,863

(ii)

20,033,680

Total current liabilities

34,488,051

2,567,863

37,055,914

Revolving line of credit

5,240,733

—

5,240,733

Income Taxes

—

3,294,607

(iii)

3,294,607

Operating lease non-current liabilities

4,343,892

—

4,343,892

Other long-term obligations, excluding current portion

5,619,332

(2,028,809 )

(i)

3,590,523

Total liabilities

49,692,008

3,833,661

53,525,669

Shareholders’ equity:

Common stock

51,730,222

Retained earnings

(30,093,698 )

59,735,944

(iii)

29,642,246

Total shareholders’ equity

21,636,524

59,735,944

81,372,468

Noncontrolling interest

(333,512 )

—

(333,512 )

Total liabilities and shareholders’ equity

$ 70,995,020

$ 63,569,605

$ 134,564,625

Cumberland Pharmaceuticals, Inc.

UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF

OPERATIONS

FOR THE THREE MONTHS ENDED March 31, 2026

March 31, 2026

Historical CPIX,

Inc.

Transaction

Accounting

Adjustments

Notes

Pro Forma

Cumberland

Pharmaceuticals,

Inc.

Revenues:

Net product revenue

$ 8,962,467

$ (8,962,467 )

(i)

$ —

Other revenue

168,850

—

(v)

168,850

Net revenues

9,131,317

(8,962,467 )

168,850

Costs and expenses:

Cost of products sold

1,933,889

(1,933,889 )

(i)

—

Selling and marketing

5,064,875

(5,064,875 )

(i)

—

Research and development

1,458,436

(698,216 )

(ii)

760,220

General and administrative

2,445,944

(248,512 )

(iii)

2,197,432

Amortization of product license right

1,248,934

(1,248,934 )

(i)

—

Other

108,531

—

(v)

108,531

Total costs and expenses

12,260,609

(9,194,426 )

3,066,183

Operating income

(3,129,292 )

231,959

(2,897,333 )

Interest income

78,031

1,090,719

(iv)

1,168,750

Other income (Loss)

(146,080 )

146,080

(vi)

—

Interest expense

(85,839 )

85,839

(vii)

—

Income (loss) before income taxes

(3,283,180 )

1,554,597

(1,728,583 )

Income tax benefit (expense)

(3,871 )

3,871

(viii)

—

Net income (loss) from continuing operations

(3,287,051 )

1,558,468

(1,728,583 )

Net (income) loss at subsidiary attributable to non-controlling interests

(2,588 )

—

(2,588 )

Net loss attributable to common shareholders

$ (3,289,639 )

$ 1,558,468

$ (1,731,171 )

Basic and diluted net loss per share

$ (0.22 )

$ 0.10

$ (0.12 )

Weighted average shares

14,963,724

Cumberland Pharmaceuticals, Inc.

UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF

OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

December 31, 2025

Historical CPIX,

Inc.

Transaction

Accounting

Adjustments

Notes

Pro Forma

Cumberland

Pharmaceuticals,

Inc.

Revenues:

Net product revenue

$ 40,396,278

$ (40,396,278 )

(i)

$ —

Other revenue

4,125,153

(3,000,000 )

(i) & (v)

$ 1,125,153

Net revenues

44,521,431

(43,396,278 )

1,125,153

Costs and expenses:

Cost of products sold

6,667,207

(6,667,207 )

(i)

—

Selling and marketing

19,098,153

(19,098,153 )

(i)

—

Research and development

5,566,498

(2,637,979 )

(ii)

2,928,519

General and administrative

11,489,783

(1,175,102 )

(iii)

10,314,681

Amortization of product license right

4,034,657

(4,034,657 )

(i)

—

Other

457,126

—

(v)

457,126

Total costs and expenses

47,313,424

(33,613,098 )

13,700,326

Operating income

(2,791,993 )

(9,783,180 )

(12,575,173 )

Interest income

476,748

4,198,252

(iv)

4,675,000

Other income

(13,220 )

—

(13,220 )

Interest expense

(495,990 )

495,990

(vii)

—

Income (loss) before income taxes

(2,824,455 )

(5,088,938 )

(7,913,393 )

Income tax benefit (expense)

(40,256 )

40,256

(viii)

—

Net income (loss) from continuing operations

(2,864,711 )

(5,048,682 )

(7,913,393 )

Net (income) loss at subsidiary attributable to non-controlling interests

28,583

—

28,583

Net loss attributable to common shareholders

$ (2,836,128 )

$ (5,048,682 )

$ (7,884,810 )

Basic and diluted net loss per share

$ (0.19 )

$ (0.34 )

$ (0.53 )

Weighted average shares

14,854,619

Cumberland Pharmaceuticals, Inc.

UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF

OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

December 31, 2024

Historical CPIX,

Inc.

Transaction

Accounting

Adjustments

Notes

Pro Forma

Cumberland

Pharmaceuticals,

Inc.

Revenues:

Net product revenue

$ 36,537,704

$ (36,537,704 )

(i)

$ —

Other revenue

1,330,241

—

(v)

1,330,241

Net revenues

37,867,945

(36,537,704 )

1,330,241

Costs and expenses:

Cost of products sold

6,585,972

(6,585,972 )

(i)

—

Selling and marketing

17,023,023

(17,023,023 )

(i)

—

Research and development

4,816,206

(2,277,847 )

(ii)

2,538,359

General and administrative

10,722,963

(1,197,527 )

(iii)

9,525,436

Amortization of product license right

4,748,252

(4,748,252 )

(i)

—

Other

403,938

—

(v)

403,938

Total costs and expenses

44,300,354

(31,832,621 )

12,467,733

Operating income

(6,432,409 )

(4,705,083 )

(11,137,492 )

Interest income

334,444

4,340,556

(iv)

4,675,000

Other income

237,089

—

237,089

Interest expense

(605,508 )

605,508

(vii)

—

Net income before income taxes

(6,466,384 )

240,981

(6,225,403 )

Income tax benefit (expense)

22,669

(22,669 )

(viii)

—

Net income (loss) from continuing operations

(6,443,715 )

218,312

(6,225,403 )

Net loss at subsidiary attributable to noncontrolling interest

(36,055 )

—

(36,055 )

Net

income attributable to common shareholders

$ (6,479,770 )

$ 218,312

$ (6,261,458 )

Basic and diluted net loss per share

$ (0.46 )

$ 0.02

$ (0.45 )

Weighted average shares

14,060,272

Cumberland Pharmaceuticals, Inc.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED

FINANCIAL DATA

On April 22, 2026, Cumberland

Pharmaceuticals Inc. (the “Company” or “Cumberland”) entered into an Asset Purchase Agreement

(the “Agreement”) with an affiliate of Apotex Inc. (such affiliate,”Apotex”), pursuant to

which Apotex will acquire the Company’s right, title and interest in, to and under the assets relating to the Company’s

FDA-approved products, which consist of Acetadote®, Caldolor®, Kristalose®, Sancuso®, Vaprisol®, Vibativ®,

as well as certain of the Company’s product related equity interests (collectively, the “Acquired Assets”)

in exchange for $100,000,000 payable at the closing of the transaction (the “Transaction”). The Company will

retain the assets associated with Cumberland Emerging Technologies, Inc., its majority-owned subsidiary focused on

earlier-stage product development, and the Company’s ifetroban product candidates (the “Retained

Programs”), which the Company intends to continue to develop following the closing of the Transaction.

The unaudited pro forma combined

financial statements reflect the following transaction accounting adjustments to the condensed consolidated balance sheet as of

March 31, 2026, and consolidated statements of operations for the three months ended March 31, 2026, and

the years ended December 31, 2025, and December 31, 2024, to show how the Transaction might have affected the

Company’s historical financial statements if the Transaction had been completed at an earlier time.

Adjustments to the Proforma Balance Sheet:

(i)

Eliminate the assets and liabilities disposed of in the asset sale transaction, which includes:

Inventory

$ 5,423,901

Prepaid Assets

1,144,950

Goodwill & Intangible Assets

13,657,179

Non-current inventory

9,834,626

Investment in Manufacturing

1,770,712

Investment in THI

3,840,700

Milestones & Long Term Contingent Royalty Liability

2,028,809

(ii)

Eliminate the current accrued liabilities disposed of in the asset sale transaction, and recognize additional transaction related and

other reserves.

Current Contingent Royalty Liability

$ 1,945,000

THI Liability

4,487,137

Additional Transaction Related & Other Reserves

-9,000,000

Net Change

$ (2,567,863 )

(iii)

Record the expected net consideration received, the expected gain on sale of the acquired assets, and the impact on retained earnings.

Cash received from Buyer upon closing

$ 100,000,000

Less: Estimated Transaction Costs

(758,326 )

Net proceeds from sale of assets

99,241,674

Less Assets and Liabilities Transferred

(27,211,123 )

Less Additional Transaction & Other Reserves(a)

(9,000,000 )

Estimated Gain on Sale

63,030,551

Estimated Income Tax (After consideration of tax loss carry forwards)(b)

(3,294,607 )

Estimated Gain after tax impact to retained earnings

$ 59,735,944

(iv)

The buyer has agreed to reimburse seller for up to $9 million of existing inventory.

(a)

anticipated liabilities for employee retention bonuses, termination severance costs, agreement termination penalties and additional legal

or consulting fees.

(b)

the tax liability as stated is an estimate based on current assumptions.

Cumberland Pharmaceuticals, Inc.

NOTES TO THE UNAUDITED PROFORMA CONSOLIDATED

STATEMENTS

Adjustments to the Proforma Consolidated Statement of Operations:

To eliminate operating activity directly attributable to the Program

Assets which includes:

Historical CPIX,

Inc.

Transaction

Accounting

Adjustments

Notes

Pro Forma

Cumberland

Pharmaceuticals,

Inc.

Cost of Goods(a)

$ 1,933,889

$ (1,933,889 )

(i)

$ —

Selling and marketing

5,064,875

(5,064,875 )

(i)

—

Research and development

1,458,436

(698,216 )

(ii)

760,220

General and Administrative

2,445,944

(248,512 )

(iii)

2,197,432

Amortization of product license right

1,248,934

(1,248,934 )

(i)

—

$ (9,194,426 )

(i) Net Product revenue, product related milestone revenue, cost

of goods, sales and marketing and amortization of product license rights pertain to the products acquired by Apotex.

(ii) The adjustment to research and development includes FDA fees

to be paid by Apotex, the Medical Science Liaison department expenses and the compensation cost associated with select employees

transferred to Apotex.

(iii) The adjustment to general and administrative includes

product related insurance, legal fees, audit and tax preparation services.

(iv) average expected return on a cash and debt instrument

balance of approximately $85 million at 5.5%.

(v) Other revenue and expense consists of CET sub-lease income

and expense.

(vi) The Other Loss amount pertains to the investment in Talicia

Holdings, Inc. to be acquired by Apotex.

(vii) With the significant increase in cash, Cumberland will pay

down the line of credit with Pinnacle Bank.

(viii) With the divestiture, the Company’s nexus is limited

to the state of Tennessee only.

(a) Apotex has agreed to reimburse seller for up to $9 million of

existing inventory. We believe these transactions will be recognized on a post closing basis.

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