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Item 2 — Management's Discussion and Analysis
Cumberland Pharmaceuticals Inc · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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Disclosure regarding forward-looking statements
The following discussion contains certain forward-looking statements which reflect management’s current views of future events and operations. These statements involve certain risks and uncertainties, and actual results may differ materially from them. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ significantly from the results discussed in these forward-looking statements. Some important factors which may cause results to differ from expectations include: availability of additional debt and equity capital; market conditions at the time additional capital is required; our ability to continue to acquire branded products; product sales; management of our growth and integration of our acquisitions and generally unpredictable conditions in national and international markets. While forward-looking statements reflect our beliefs and best judgment based upon current information, they are not guarantees of future performance. Other important factors that may cause actual results to differ materially from forward-looking statements are discussed in the sections entitled "Risk Factors" and "Special Note Regarding Forward-Looking Statements" of our Annual Report on Form 10-K for the year ended December 31, 2025, and our other filings with the SEC. We do not undertake to publicly update or revise any of our forward-looking statements, even in the event that experience or future changes indicate that the anticipated results will not be realized. The following presentation of management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this report on Form 10-Q.
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OVERVIEW
Our Business
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 Inc. (“Apotex”), Cumberland has increased its focus on advancing its proprietary pipeline addressing poorly met medical needs with large potential market opportunities.
Cumberland is developing ifetroban across a range of late stage clinical programs targeting serious conditions with limited treatment options:
•In February 2025 we announced breakthrough results from the Phase 2 FIGHT DMD clinical study of our ifetroban product candidate in patients with cardiomyopathy associated with Duchenne muscular dystrophy (“DMD”). This rare, fatal genetic neuromuscular disease results in deterioration of the skeletal, heart and lung muscles. We have submitted a clinical study report to the FDA and have begun interactions to determine the remaining regulatory requirements. The program has received FDA Orphan Drug and Rare Pediatric Disease and Fast Track designations. In February 2026, the program also received FDA Fast Track designation.
•We also have a Phase 2 clinical program evaluating our ifetroban product candidate in patients with Systemic Sclerosis (“SSc”), or scleroderma, a debilitating autoimmune disorder characterized by diffuse fibrosis of the skin and internal organs. Enrollment in the study is complete and evaluation of the resulting data is underway, with top-line results anticipated as the next milestone.
•Another Phase 2 is underway evaluating ifetroban in patients with Idiopathic Pulmonary Fibrosis (“IPF”), the most common form of progressive fibrosing interstitial lung disease. Patients are currently being enrolled at medical centers across the U.S. Favorable interim safety findings have been announced, and the next milestone is the release of interim efficacy results.
•In collaboration with Vanderbilt Health, we also completed a Phase 2 study of ifetroban to prevent metastasis in high-risk sold tumors. The study’s primary safety endpoint was achieved. In addition, there were favorable trends in decreased metastasis recurrence and metastasis-free survival. Planning is underway for a follow-up study to confirm these findings.
In addition to these late stage clinical programs, Cumberland maintains a majority ownership in Cumberland Emerging Technologies (CET), which partners with leading academic institutions to identify and support the progress of promising new product candidates. Several new product candidates are in development at CET, including a treatment for hospitalized patients with delirium.
GROWTH STRATEGY
Cumberland's growth strategy is centered on creating long-term shareholder value by advancing its proprietary line of differentiated product candidates, while maintaining financial discipline. We are seeking long-term, sustainable growth by:
•Progressing our clinical programs. We are pursuing a series of key milestones in the clinical development and registration of the innovative new product opportunities associated with our ifetroban development programs. We are seeking efficient regulatory pathways and designations for therapies that address significant unmet medical needs.
•Incubating future product opportunities at CET. We are also supplementing our clinical development activities with the early-stage product development activities at CET.
•Leveraging our partnerships. We seek to collaborate with leading academic institutions, health care organizations and industry partners that complement our product development capabilities. These relationships enable us to advance our clinical programs, expand our research efforts and identify new opportunities to develop innovative therapies.
•Managing our operations with financial discipline. We have strengthened our balance sheet by adding significant new capital, paying off the balance on our line of credit and enhancing our financial flexibility to support the continued advancement of our pipeline, while also creating significant financial reserves for special opportunities. We plan to carefully manage our operating expenses and investments to preserve the resources necessary to execute our strategic objectives while delivering sustainable value for shareholders.
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RECENT DEVELOPMENTS
Completion of Strategic Transaction with Apotex
We recently announced the closing of our Transaction with Apotex to integrate our branded businesses. Under the terms of the agreement, Apotex acquired our portfolio of FDA-approved brands for $100 million in cash consideration, following approval by our shareholders. This transaction was designed to unlock value and sharpen our focus on advancing our pipeline of differentiated product candidates designed to address unmet medical needs.
Following the transaction, we have retained our development programs, as well as our majority ownership in Cumberland Emerging Technologies. A number of our employees received and accepted offers of employment from Apotex and began employment with Apotex on July 31, 2026. This transactions positions Cumberland to operate with the profile of a development-stage biopharmaceutical organization.
Board Declares a Special Dividend
Cumberland’s Board of Directors authorized and declared a special cash dividend of $1.50 per share of the Company’s common stock. The dividend was paid on July 31, 2026, to the shareholders of record as of July 23, 2026.
Following the closing of the transaction with Apotex, an analysis by the Company’s tax advisors, along with refined financial projections, indicated greater net cash from the transaction than originally projected. Therefore, Cumberland’s Board assessed the Company’s future cash needs and evaluated possible alternatives for the excess capital. The Board determined that after the payout of the special dividend, the Company will still have significant liquidity and financial flexibility to fund its long-term product development efforts, with additional reserves available to address any new opportunities.
Updated Results Shared at PPMD Conference
In June 2026, we presented updated results from our Phase 2 FIGHT DMD clinical trial evaluating ifetroban in patients with Duchenne muscular dystrophy-associated cardiomyopathy at the annual Parent Project Muscular Dystrophy (PPMD) Conference.
The updated data included new blood biomarker findings directionally consistent with heart muscle protection, with increases in markers of cardiac protection and repair and reductions in markers of heart muscle injury and cell damage with ifetroban treatment. These biomarker results reinforce the previously reported improvements in cardiac function, consistent with ifetroban’s ability to slow the progression of DMD-related heart disease. Together, the findings strengthen the case for developing ifetroban as a therapy targeting cardiomyopathy, the leading cause of death in patients with DMD.
Positive Results in Cancer Metastasis Prevention
In collaboration with Vanderbilt Health, we announced results from a randomized, placebo-controlled Phase 2 study evaluating ifetroban as a potential therapy to inhibit cancer metastasis in patients with Stage I to III malignant solid tumors at high risk of metastatic recurrence. The study met its primary objective of assessing safety and feasibility. Ifetroban was found to be safe and well-tolerated, and no safety signals were identified in markers of blood clotting function.
Although intentionally not powered for efficacy, the study also compared the percentage of patients with distant metastatic recurrence 12 months after completion of therapy in both groups (10 placebo-treated and 18 ifetroban-treated participants) as a prespecified secondary endpoint. While 50% of participants experienced distant metastatic recurrence in the placebo arm, only 17% of participants experienced distant metastatic recurrence in the ifetroban arm (p=0.091). Three deaths due to distant metastatic disease occurred in the placebo arm, and none occurred in the ifetroban arm (p=0.037).
Metastatic recurrence occurred in 3 of 18 patients (17%) receiving ifetroban, compared with 5 of 10 patients (50%) receiving placebo, a difference that did not reach statistical significance (odds ratio 0.21; p=0.09). There were no deaths from distant metastatic disease among patients receiving ifetroban, compared with 3 of 10 patients (30%) receiving placebo (p=0.037). The findings support the continued clinical development of ifetroban as a potential approach to inhibiting the metastatic process, an area of significant unmet medical need.
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Summary
The completion of our strategic transaction with Apotex marked a transformational milestone for Cumberland, strengthening our financial position and increasing our focus on developing innovative new therapies. With a differentiated clinical pipeline, continued investment in Cumberland Emerging Technologies programs and a disciplined approach to capital allocation, we believe the Company is positioned to advance scientific innovation, while creating long-term value for patients, health care providers and shareholders. We remain committed to executing our development strategy and look forward to reporting our continued progress.
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CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES
Please see a discussion of our critical accounting policies and significant judgments and estimates in Note 1 to the Company's Condensed Consolidated Financial Statements accompanying this report and the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Annual Report on Form 10-K.
Accounting Estimates and Judgments
The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. We base our estimates on past experience and on other factors we deem reasonable given the circumstances. Past results help form the basis of our judgments about the carrying value of assets and liabilities that cannot be determined from other sources. Actual results could differ from these estimates. 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.
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RESULTS OF OPERATIONS
Three months ended June 30, 2026 compared to the three months ended June 30, 2025
The following table presents the unaudited interim statements of operations for continuing operations for the three months ended June 30, 2026 and 2025:
Three months ended June 30,
2026 2025 Change
Net revenues from continuing operations $ 166,458 $ 380,797 $ (214,339)
Costs and expenses:
Research and development 772,162 837,401 (65,239)
General and administrative 2,547,606 2,657,146 (109,540)
Amortization 7,151 5,769 1,382
Total costs and expenses 3,326,919 3,500,316 (173,397)
Operating income (loss) (3,160,461) (3,119,519) (40,942)
Interest income 60,884 127,489 (66,605)
Interest expense (724) (471) (253)
Loss before income taxes (3,100,301) (2,992,501) (107,800)
Income tax expense (3,870) (5,671) 1,801
Net loss from continuing operations (3,104,171) (2,998,172) (105,999)
Net income (loss) from discontinued operations (1,170,259) 2,262,965 (3,433,224)
Net loss $ (4,274,430) $ (735,207) $ (3,539,223)
Net revenues. The total net revenues for the three months ended June 30, 2026, were $0.2 million compared to $0.4 million for the three months ended June 30, 2025.
The revenue from the branded products is classified as discontinued operations. These products were acquired by Apotex on July 1, 2026. Please see Note (3) Revenues for further results of operations by branded product.
Research and development. The research and development costs for the three months ended June 30, 2026 and 2025, were $0.8 million. A portion of our research and development costs is variable as we continue to fund the ongoing clinical initiatives associated with our pipeline product candidates. These variable costs depend on the number of active trials, study sites and patients as well as the cost per patient in each of our clinical programs.
General and administrative. The general and administrative expense for the second quarter of 2026 was $2.5 million similar to $2.7 million for the same period in 2025.
Amortization. Amortization for the three months ended June 30, 2026 and 2025, totaled approximately $0.01 million related to intellectual property of our study drug.
Income taxes. The income tax expense for the three months ended June 30, 2026, and for the three months ended June 30, 2025 was minimal for each year.
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Research and Development Expenses
The following table shows the primary components of our research and development expenses for the three months ended June 30, 2026 and 2025.
Research and Development Expenses Three months ended June 30,
2026 2025
External research and development expenses
Clinical development $ 402,054 $ 477,882
Regulatory expenses 440,279 357,401
Other external 18,470 9,616
Total external expenses 860,803 844,899
Internal research and development expenses
Personnel costs 515,400 559,403
Other internal 43,083 64,097
Total internal expenses 558,483 623,500
Total research and development expenses 1,419,286 1,468,399
Discontinued operations (647,124) (630,998)
Research and development expenses from continuing operations $ 772,162 $ 837,401
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RESULTS OF OPERATIONS
Six months ended June 30, 2026 compared to the six months ended June 30, 2025
The following table presents the unaudited interim statements of operations for continuing operations for the six months ended June 30, 2026 and 2025:
Six months ended June 30,
2026 2025 Change
Net revenues from continuing operations $ 330,308 $ 547,425 $ (217,117)
Costs and expenses:
Research and development 1,538,007 1,522,188 15,819
General and administrative 4,870,980 4,855,889 15,091
Amortization 14,152 11,844 2,308
Total costs and expenses 6,423,139 6,389,921 33,218
Operating loss (6,092,831) (5,842,496) (250,335)
Interest income 138,915 253,198 (114,283)
Interest expense (790) (4,863) 4,073
Loss before income taxes (5,954,706) (5,594,161) (360,545)
Income tax expense (7,741) (11,341) 3,600
Net loss from continuing operations (5,962,447) (5,605,502) $ (356,945)
Net income (loss) from discontinued operations (1,599,034) 6,118,479 (7,717,513)
Net income (loss) $ (7,561,481) $ 512,977 $ (8,074,458)
Net revenues. The net revenues for the six months ended June 30, 2026, were $0.3 million compared to $0.5 million for the six months ended June 30, 2025.
The revenue from the branded products is classified as discontinued operations. These products were acquired by Apotex on July 1, 2026. Please see Note (3) Revenues for further results of operations by branded product.
Research and development. The research and development costs were $1.5 million for the first six months of 2026 approximately as for the same period last year. A portion of our research and development costs is variable as we continue to fund the ongoing clinical initiatives associated with our pipeline product candidates. These variable costs depend on the number of active trials, study sites and patients as well as the cost per patient in each of our clinical programs.
General and administrative. The general and administrative expenses for the six months ended June 30, 2026, was $4.9 million compared to $4.9 million during the six months ended June 30, 2025. This slight increase is due to a decline in corporate life insurance charges for the period.
Amortization. Amortization for the six months ended June 30, 2026, and six months ended June 30, 2025, totaled approximately $0.01 million related to intellectual property of our study drug.
Income taxes. The income tax expense for the six months ended June 30, 2026 and 2025, was $0.01 million.
As of June 30, 2026, we held 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 that 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.
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Research and Development Expenses
The following table shows the primary components of our research and development expenses for the six months ended June 30, 2026 and 2025.
Research and Development Expenses Six months ended June 30,
2026 2025
External research and development expenses
Clinical development $ 902,799 $ 890,104
Regulatory expenses 848,488 715,101
Other external 34,269 23,290
Total external expenses 1,785,556 1,628,495
Internal research and development expenses
Personnel costs 992,994 1,015,409
Other internal 99,172 119,571
Total internal expenses 1,092,166 1,134,980
Total research and development expenses 2,877,722 2,763,475
Discontinued operations (1,339,715) (1,241,287)
Research and development expenses from continuing operations $ 1,538,007 $ 1,522,188
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LIQUIDITY AND CAPITAL RESOURCES
Working Capital
Following the closing of the Strategic Transaction on July 1, 2026, our primary sources of liquidity are our cash and cash equivalents, the $100.0 million of proceeds received from Apotex, interest income earned on those proceeds, the inventory reimbursement of up to $9.0 million payable over the twelve months following closing, and grant funding at Cumberland Emerging Technologies. Our continuing operations do not generate product revenues and we expect them to use cash in operations for the foreseeable future. We believe that our internally generated cash flows, existing working capital and the $100 million received July 1, 2026, from Apotex will be adequate to finance internal growth, finance business development initiatives and fund capital expenditures for the foreseeable future.
Working capital was negative $1.6 million as of June 30, 2026, compared with positive $0.3 million as of December 31, 2025. Working capital attributable to continuing operations was negative $11.8 million as of June 30, 2026. That deficit results principally from the balance sheet classification required by ASC 205-20: the branded product inventories of $14.5 million are presented within current assets of discontinued operations, while the related trade accounts payable of the divested business were retained by the Company and remain within accounts payable in continuing operations. It does not reflect a change in the Company's ability to meet its obligations. The revolving credit facility with Pinnacle Bank was repaid in full and terminated on June 29, 2026, and accordingly no borrowing availability existed as of June 30, 2026.
Subsequent to June 30, 2026, the Company received $100.0 million of cash consideration at the closing of the Strategic Transaction on July 1, 2026, and is entitled to receive an inventory reimbursement of up to $9.0 million over the twelve months following closing. On July 31, 2026, the Company paid a special cash dividend of $1.50 per share, or approximately $22.5 million in the aggregate based on shares outstanding as of June 30, 2026, to shareholders of record as of July 23, 2026. The Board also authorized an open-market share repurchase program of up to $5.0 million. After giving effect to these transactions, the Company believes its cash and cash equivalents are sufficient to fund its operations and product development programs for at least the twelve months following the date these financial statements are issued.
The following table summarizes our liquidity and working capital as of June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025
Cash and cash equivalents $ 3,862,402 $ 11,444,693
Working capital (current assets less current liabilities) $ (1,551,993) $ 315,348
Current ratio (multiple of current assets to current liabilities) 1.0 1.0
Working capital, continuing operations $ (11,830,110) $ (591,841)
Working capital, discontinued operations $ 10,278,117 $ 907,189
Revolving line of credit availability $ — $ 9,759,267
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The following table summarizes our net changes in cash and cash equivalents for the six months ended June 30, 2026 and June 30, 2025:
Six months ended June 30,
2026 2025
Net cash provided by (used in):
Operating activities $ 555,765 $ 4,742,318
Investing activities (1,987,591) (942,322)
Financing activities (6,150,465) (5,676,899)
Net decrease in cash and cash equivalents $ (7,582,291) $ (1,876,903)
Net decrease in cash and cash equivalents, continuing operations $ (10,641,336) $ (5,806,754)
Net increase in cash and cash equivalents, discontinued operations $ 3,059,046 $ 3,929,851
The net $7.6 million decrease in cash and cash equivalents for the six months ended June 30, 2026, was primarily attributable to $6.2 million of cash used in financing activities and $2.0 million of cash used in investing activities, partially offset by $0.6 million of cash provided by operating activities.
Cash provided by operating activities totaled $0.6 million for the six months ended June 30, 2026, is primarily driven by a $3.5 million decrease in accounts receivable, amortization of right-of-use assets of $0.5 million, an increase in accounts payable of $0.1 million and $4.1 million provided by discontinued operations. These cash inflows were partially offset by the net loss of $7.6 million. Cash used in continuing operations was $3.5 million and cash provided by discontinued operations was $4.1 million.
Cash used in investing activities totaled $2.0 million which was the result of an increase in investment in manufacturing. Cash used in investing activities from continuing operations was $1.8 million. Cash used in investing activities from discontinued operations was $0.1 million.
Cash used in financing activities totaled $6.2 million for the six months ended June 30, 2026, primarily due to paying off the line of credit of $5.2 million. Cash used in financing activities from continued operations was $5.3 million and cash used in financing activities from discontinued operations was $0.8 million.
The net $1.9 million decrease in cash and cash equivalents for the six months ended June 30, 2025, was primarily attributable to $5.7 million of cash used in financing and $0.1 million used in investing activities, partially offset by $4.7 million of cash provided by operating activities. Cash used in continuing operations was $5.8 million and cash provided by discontinued operations was $3.9 million.
Debt Agreement
On September 5, 2023, the Company entered into a new Revolving Credit 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 three year term expiring on October 1, 2026. The interest rate is based on Benchmark (Term SOFR) plus 2.75%. Cumberland was 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 provided 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 Credit 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.
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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.
OFF-BALANCE SHEET ARRANGEMENTS
During the six months ended June 30, 2026 and 2025, we did not engage in any off-balance sheet arrangements.