CUMBERLAND PHARMACEUTICALS INC
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 9, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
of
CUMBERLAND PHARMACEUTICALS INC.
ATennessee Corporation
IRS Employer Identification No.62-1765329
Commission file number 001-33637
1600 West End Avenue, Suite 1300
Nashville, Tennessee 37203
(615)255-0068
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, $0.00 par value per share | CPIX | Nasdaq Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Cumberland Pharmaceuticals Inc. is not a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Cumberland Pharmaceuticals Inc. is required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Cumberland Pharmaceuticals Inc. (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, and (2) has been subject to such filing requirements for the past 90 days.
Cumberland Pharmaceuticals Inc. has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months.
Cumberland Pharmaceuticals Inc. is a non-accelerated filer and a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and is not a shell company.
Cumberland Pharmaceuticals Inc. has not filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared and issued its audit report.
The aggregate market value of common stock held by non-affiliates as of June 30, 2025 was $29,403,593. The number of shares of the registrant’s Common Stock, no par value, outstanding as of March 4, 2026 was 14,956,627.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required in Part III of Form 10-K is incorporated by reference from the registrant’s Proxy Statement for its 2026 annual meeting of shareholders.
Index
| Page Number | |
|---|---|
| PART I | 1 |
| Item 1: Business | 1 |
| Item 1A: Risk Factors | 36 |
| Item 1B: Unresolved Staff Comments | 62 |
| Item 1C. Cybersecurity | 63 |
| Item 2: Properties | 64 |
| Item 3: Legal Proceedings | 64 |
| Item 4. Mine Safety Disclosures | 64 |
| PART II | 64 |
| Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 65 |
| Item 6: Reserved | 66 |
| Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations | 66 |
| Item 7A: Quantitative and Qualitative Disclosures About Market Risk | 79 |
| Item 8: Financial Statements and Supplementary Data | 80 |
| Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 80 |
| Item 9A: Controls and Procedures | 80 |
| Item 9B: Other Information | 81 |
| Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 82 |
| PART III | 82 |
| PART IV | 83 |
| Item 15: Exhibits and Financial Statement Schedules | 83 |
| SIGNATURES | 88 |
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