false 0001087294 0001087294 2026-04-22 2026-04-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): April 22, 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) x 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. ☐ Item 1.01 Entry into a Material Definitive Agreement. On April 22, 2026, Cumberland
Pharmaceuticals Inc. (the “ Company ” or “ Cumberland ”) entered into a strategic transaction (the
“ Transaction ”) to integrate its commercial products with the U.S. branded business of an affiliate of Apotex
Inc., a corporation incorporated under the laws of the Province of Ontario (“ Apotex ”), in exchange for
$100,000,000 payable at the closing of the Transaction. Through the Transaction Apotex will create a U.S. branded pharmaceutical
platform to build upon, by delivering specialty medicines that improve the quality of patient care. The Transaction will be effected
through an Asset Purchase Agreement (the “ Agreement ”) whereby Apotex will acquire specified assets relating to
the Company’s FDA-approved products, which consist of Acetadote ® , Caldolor ® ,
Kristalose ® , Sancuso ® , Vaprisol ® , Vibativ ® , as well as the
Company’s certain product related equity interests (collectively, the “ Assets ”). Cumberland will
retain the assets associated with Cumberland Emerging Technologies, Inc. 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 Transaction has been unanimously approved by
the Company’s board of directors (the “ Board ”). The affirmative vote of the holders of a majority of all outstanding
shares of the Company’s stock entitled to vote on the proposal, in person or by proxy, is required to approve the Transaction (the
“ Shareholder Approval ”). The Board has recommended that the Company’s shareholders vote in favor of the Transaction. In addition to the receipt of Shareholder Approval,
the obligation of the Company, on the one hand, and Apotex, on the other hand, to consummate the Transaction is conditioned upon certain
other customary closing conditions, including the accuracy of the other party’s representations and warranties as of closing, subject,
in certain instances, to certain materiality and other thresholds, the performance by the other party of its obligations and covenants
under the Agreement, the absence of any law or action before a governmental authority prohibiting the Transaction from being consummated,
the absence of a material adverse effect with respect to the Company, the receipt of certain consents and delivery of certain documentation by the other party,
in each case, as set forth in the Agreement. The Agreement also contains representations, warranties,
covenants, indemnification and termination rights of the applicable parties customary for transactions similar to those contemplated by
the Agreement. Such representations and warranties are made solely for purposes of the Agreement and, in some cases, may be subject to
qualifications and limitations agreed to by the parties in connection with the negotiated terms of the Agreement and may have been qualified
by disclosures that were made in connection with the parties’ entry into the Agreement. The Agreement also includes certain customary restrictive
covenants, including a mutual employee non-solicitation / non-hire provision applicable for 18 months following the closing of the Transaction
and non-competition and non-interference provisions applicable to Cumberland for 4 years following the closing of the Transaction. Additionally,
Apotex agreed that, in the event, that prior to the two-year anniversary of the closing of the Transaction, Apotex, or its affiliates
is awarded a contract by the United States Department of Health and Human Services (or any division thereof) for the supply of Vibativ
for certain specified uses, then Apotex must provide a milestone payment to the Company, subject to the terms and conditions set forth
in the Agreement, including the achievement of certain net sales associated with such contract. The Agreement contains customary indemnification
provisions pursuant to which the Company has agreed to indemnify Apotex and its affiliates against losses arising from, among other things,
the Company’s ownership and operation of the Assets, breaches of representations, warranties, and post-closing covenants, excluded
liabilities and fraud. Likewise, Apotex has agreed to indemnify the Company and its affiliates against losses arising from breaches of
representations, warranties, and post-closing covenants, assumed liabilities and fraud. The Agreement requires that the Company, from signing
until the earlier of the termination of the Agreement or closing of the Transaction, not initiate contact with or solicit any inquiry
or proposal or engage in any discussions with third parties in connection with possible proposals regarding a sale or licensing of the
Assets and certain other strategic transactions involving the Company, subject to a customary “fiduciary out” provision that
allows the Company to participate in discussions and engage in negotiations with third parties under certain specified circumstances.
The Company has agreed to promptly provide notice to Apotex of any solicitation or offer made by any third party in connection with such
alternative transaction. The Agreement may be terminated by either
party if the transaction is not completed by August 20, 2026 or otherwise under certain specified conditions. If the Agreement is
validly terminated and, following the receipt of an Acquisition Proposal (as defined in the Agreement), the Company consummates an
Acquisition Transaction (as defined in the Agreement), or the Company enters into a definitive agreement with respect to an
Acquisition Transaction (which transaction is subsequently consummated), then the Company must pay a termination fee of $4,000,000
(the “Cumberland Termination Fee”) to Apotex. The Company must also pay the Cumberland Termination Fee to Apotex if the
Agreement is terminated due to a breach of the Agreement by the Company, the Company fails to obtain Shareholder Approval, or the
Board has effected a Board Recommendation Change (as defined in the Agreement). If Apotex fails to consummate the closing of the
Transaction and the Company stood ready, willing, and able to consummate the closing, then Apotex must pay a reverse termination fee
of $4,000,000 to the Company. The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of such agreement filed herewith as Exhibit 2.1 and
incorporated herein by reference. Fairness Opinion In connection with the Transaction, the Company’s
financial advisor, VelocityHealth Securities, Inc., delivered to the Board its opinion, dated April 15, 2026, that, as
of the date thereof, the consideration to be received by the Company from Apotex in the Transaction pursuant to the Agreement is fair
and reasonable to the Company, from a financial point of view. Item 7.01 Regulation FD Disclosure . On April 23, 2026, the Company issued
a press release announcing the execution of the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18
of the Securities Exchange Act of 1934 (the “ Exchange Act ”) or otherwise be subject to the liabilities of that section,
nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. Item 8.01 Other Events . Voting and Support Agreements Simultaneously with the execution of the
Agreement, Apotex and the Company entered into voting and support agreements (each, a “ Voting and Support
Agreement ”) with certain of the Company’s directors and  executive officers who, collectively, hold approximately
41% of the total outstanding shares of common stock of the Company. Pursuant to the Voting and Support Agreements,
each shareholder signatory thereto has agreed, with respect to all of the shares of the Company’s common stock that such shareholder
beneficially owns as of the date thereof or thereafter (the “ Covered Stock ”), to, among other things, (a) vote
in favor of the Transaction; and (b) not transfer any such Covered Stock during the term of such Voting and Support Agreement. The
Voting and Support Agreements will terminate upon the earlier of the termination of the Agreement in accordance with its terms or the
consummation of the closing of the Transaction. The foregoing description of the Voting and Support
Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting and Support
Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference. 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 “predicts,” “believes,” “potential,” “continues,”
“estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,”
“could,” “might,” “will,” “should,” “positive,” “projects,” “targets,”
“optimistic,” aims,” 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: the Company’s shareholders failing to approve the
Transaction; the failure of one or more conditions to the closing of the Transaction to be satisfied or waived by the applicable party;
an increase in the anticipated amount of costs, fees, expenses and other charges related to the Agreement or Transaction, including the
expenses of any claims or litigation seeking to challenge the transaction or disclosures in connection therewith or recover any damages
alleged to arise therefrom; the occurrence of any event, change or other circumstances that could give rise to the termination of the
Agreement; risks arising from the diversion of management’s attention from the Company’s ongoing business operations; risks
associated with the Company’s ability to identify and realize business opportunities following the Transaction; fluctuations in
demand for the Company’s products; 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 U.S. Securities
and Exchange Commission (“ 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. Additional Information and Where to Find It This Current Report on Form 8-K may be deemed
to be a solicitation of proxies from the Company’s shareholders in connection with the proposed transaction. In connection with
the proposed transaction, the Company intends to file a proxy statement and relevant documents with respect to the special meeting to
be held in connection with the proposed transaction with the SEC. The definitive proxy statement will be mailed to the Company’s
shareholders in advance of the special meeting. Investors and security holders of the Company are urged to read the proxy statement and
any other relevant documents filed with the SEC when they become available because they will contain important information about the Company,
Apotex and the proposed transaction. The proxy statement, when it becomes available, and any other documents filed by the Company with
the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by the Company by sending a written request to Cumberland, 1600 West End Avenue, Suite 1300
Nashville, Tennessee 37203, Attention: Corporate Secretary. Participants in the Solicitation The Company and its directors and executive officers
may, under SEC rules, be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection
with the proposed transaction. Information about the directors and executive officers, including their interests in the transaction, will
be included in the Company’s proxy statement relating to the transaction when it becomes available. Item 9.01 Financial Statements and Exhibits (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. 10.1 Form of Voting and Support Agreement 99.1 Press Release, dated as of April 23, 2026, announcing the Transaction 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 and 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: April 23, 2026 By: /s/ A. J. Kazimi A. J. Kazimi Chief Executive Officer

Cumberland Pharmaceuticals entered into a $100 million asset purchase agreement with Apotex Inc. to transfer its FDA-approved branded pharmaceutical products, creating a U.S. branded platform for specialty medicines and representing a material strategic transaction for the company.

On April 22, 2026, Cumberland Pharmaceuticals Inc. entered into a Material Definitive Agreement with Apotex Inc. for a strategic transaction worth $100,000,000. This agreement allows Apotex to create a U.S. branded pharmaceutical platform by integrating Cumberland’s commercial products, including FDA-approved medications such as Acetadote, Caldolor, Kristalose, Sancuso, Vaprisol, and Vibativ. The transaction is aimed at enhancing specialty medicines and improving patient care quality. The agreement will be executed through an Asset Purchase Agreement.

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