坎伯兰药业 2025年度报告

Form10-K ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 of CUMBERLAND PHARMACEUTICALS INC. A Tennessee CorporationIRS Employer Identification No. 62-1765329Commission file number001-33637 1600 West End Avenue, Suite 1300Nashville, Tennessee 37203(615) 255-0068 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.00 par value per shareCPIXNasdaq 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, 2025 was $29,403,593. The number of sharesof the registrant’s Common Stock, no par value, outstanding as of March4, 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 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 2026annual meeting of shareholders. Index PART I 1Item1: Business1Item1A: Risk Factors36Item1B: Unresolved Staff Comments62Item 1C. Cybersecurity63Item2: Properties64Item3: Legal Proceedings64Item4. Mine Safety Disclosures64PART II64Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities65Item6: Reserved66Item7: Management’s Discussion and Analysis of Financial Condition and Results of Operations66Item7A: Quantitative and Qualitative Disclosures About Market Risk79Item8: Financial Statements and Supplementary Data80Item9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure80Item9A: Controls and Procedures80Item9B: Other Information81Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections82PART III82PART IV83Item15: Exhibits and Financial Statement Schedules83Item 16: Form 10-K Summary87SIGNATURES88 PART I Item 1. 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 relatively small, targeted sales forces. We promote ourapproved products through our hospital, field and oncology sales divisions in the United States. We have also established a network ofinternational 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: •Acetadote(acetylcysteine) injection, for the treatment of acetaminophen poisoning;•Caldolor(ibuprofen) injection, for the treatment of pain and fever;•Kristalose(lactulose) oral solution, a prescription laxative for the treatment of constipation;•Sancuso(granisetron)transdermal,for the prevention of naus