坎伯兰药业 2024年度报告

Form10-K ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 of CUMBERLAND PHARMACEUTICALS INC ATennesseeCorporationIRS Employer Identification No.62-1765329Commission file number001-33637 1600 West End Avenue,Suite 1300Nashville,Tennessee37203(615)255-0068 Securities registered pursuant to Section 12(b) of the Act: 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 Rule405 of the Securities Act. Cumberland Pharmaceuticals Inc. is required to file reports pursuant to Section13 or Section15(d) of the Act. Cumberland Pharmaceuticals Inc. (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12months, and (2)has been subject to such filing requirements for the past 90days. Cumberland Pharmaceuticals Inc. has submitted electronically every Interactive Data File required to be submitted and postedpursuant 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 Rule12b-2 of theExchange 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 ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared and issued its audit report. The aggregate market value of common stock held by non-affiliates as of June30, 2024 was $12,234,822. The number of sharesof the registrant’s Common Stock, no par value, outstanding as of March4, 2025 was13,968,394. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant 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-basedcompensation 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 2025annual meeting of shareholders. Index PART I 1Item1: Business1Item1A: Risk Factors34Item1B: Unresolved Staff Comments57Item 1C. Cybersecurity58Item2: Properties59Item3: Legal Proceedings59Item4. Mine Safety Disclosures59PART II60Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities60Item6: Reserved61Item7: Management’s Discussion and Analysis of Financial Condition and Results of Operations61Item7A: Quantitative and Qualitative Disclosures About Market Risk73Item8: Financial Statements and Supplementary Data74Item9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure74Item9A: Controls and Procedures74Item9B: Other Information75Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections76PART III76PART IV77Item15: Exhibits and Financial Statement Schedules77Item 16: Form 10-K Summary81SIGNATURES82 PART IItem1. Business. THE COMPANY Cumberland Pharmaceuticals Inc. ("Cumberland," the "Company," or as used in the context of "we," "us," or "our"), is a specialtypharmaceutical company focused on the acquisition, development and commercialization of branded prescription pharmaceuticals. We arededicated to our mission of working together to provide unique products that improve the quality of patient care. Our primary target markets are hospital acute care, gastroenterology and oncology. These medical specialties are characterized byrelatively concentrated prescriber bases that we believe can be served effectively by small, targeted sales forces. We promote our approvedproducts through our hospital, field and oncology sales divisions in the United States.We continue to build a network of establishedinternational partners with the needed regulatory and commercial capabilities to register and provide our medicines to patients in theircountries. Our portfolio of brands approved for marketing by the U.S. Food and Drug Administration (“FDA”) includes: •Caldolor(ibuprofen) injection, for the treatment of pain and fever;•Kristalose(lactulose) for oral solution, a prescription laxative, for the treatment of constipation;•Sancuso(granisetron)transdermal, for the prevention of nausea and vomiting in patients receiving certain types of chemotherapytreatment;•Vaprisol(conivaptan)injection,to raise serum sodium levels in hospitalized patients with euvolemic and hypervolemichyponatremia; and•V