On July 1, 2026, the previously announced Strategic Transaction with an affiliate of Apotex was completed. The Strategic Transaction was effected through the Apotex Agreement, dated as of April 22, 2026. Under the terms of the agreement, Apotex acquired Cumberland’s portfolio of FDA-approved brands for $100 million in cash consideration.

This Strategic Transaction is designed to unlock value and sharpen Cumberland’s focus on advancing its pipeline of differentiated product candidates designed to address unmet medical needs. The integration of Cumberland’s products will create more critical mass to support patient care and expand product distribution.

Following the closing of the transaction, Cumberland retained its development programs, as well as its majority ownership in Cumberland Emerging Technologies. This positions Cumberland to operate with the profile of an innovative, development-stage biopharmaceutical organization devoted to new medicines for the future.

Management concluded that the disposition of the commercial branded pharmaceutical products business represents a strategic shift that has a major effect on the Company's operations and financial results. Accordingly, the commercial products business has been presented as a discontinued operation in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations.

The held-for-sale and discontinued operations criteria of ASC 205-20-45-1E were met on April 22, 2026, upon execution of the Apotex Agreement. Accordingly, the assets and liabilities of the commercial branded pharmaceutical products business have been presented separately in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, and the results of that business have been presented as discontinued operations for all periods presented. These reclassifications had no effect on previously reported total assets, total liabilities, net income (loss) or total equity. Consistent with ASC 205-20-45-10, the assets and liabilities presented separately as of December 31, 2025 were not remeasured as though they had been held for sale as of that date.

The disposal group comprised the inventories, intangible assets, goodwill, right-of-use assets and product-related equity interests associated with the commercial branded pharmaceutical products business, together with the related contingent consideration liabilities. Trade accounts receivable, trade accounts payable and cash of that business were retained by the Company and, accordingly, remain classified within continuing operations in the condensed consolidated balance sheets. General corporate overhead has not been allocated to discontinued operations.

The Company measured the disposal group at the lower of its carrying amount or fair value less costs to sell in accordance with ASC 360-10-35-43. Because fair value less costs to sell, determined by reference to the $100 million of cash consideration under the Apotex Agreement, exceeded the carrying amount of the net assets of the disposal group, no impairment loss was recognized upon classification as held for sale or as of June 30, 2026.

The Company expects to recognize a material pre-tax gain on the sale within discontinued operations in the third quarter of 2026. The amount of the gain remains subject to finalization of customary post-closing adjustments and of the inventory reimbursement of up to $9.0 million payable over the twelve months following closing.

Discontinued operations are presented separately in the Consolidated Balance Sheet, Statement of Operations and Statement of Cash Flows for all periods presented. The assets and liabilities of the discontinued operation are presented separately in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, and the results of the discontinued operation are presented separately in the condensed consolidated statements of operations for all periods presented.


	June 30, 2026		December 31, 2025
ASSETS
Inventories, net	$	14,541,014	$	6,195,583
Prepaid and other current assets	1,112,207		1,791,110
Current assets held for sale/related to discontinued operations	$	15,653,221	$	7,986,693

Non-current inventories	$	—	$	9,212,211
Intangible assets, net	11,485,505		13,974,300
Goodwill (1)	914,000		914,000
Operating lease right-of-use assets	2,372,678		2,562,104
Other investment (2)	3,679,972		3,986,780
Assets held for sale/related to discontinued operations	$	18,452,155	$	30,649,395

LIABILITIES
Other investment liabilities (2)	$	3,650,104	$	5,074,504
Other current liabilities	1,725,000		2,005,000
Current liabilities held for sale/related to discontinued operations	$	5,375,104	$	7,079,504

Other long-term liabilities	$	2,387,716	$	2,195,278
Liabilities held for sale/related to discontinued operations	$	2,387,716	$	2,195,278


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Net revenues	$	8,634,783	$	10,456,566	$	17,602,251	$	22,002,993
Costs and expenses:
Cost of products sold	2,016,852		2,011,389		3,950,741		3,437,103
Selling and marketing	5,372,804		4,223,647		10,444,710		8,455,628
Research and development	647,124		630,998		1,339,715		1,241,287
General and administrative	194,949		217,776		419,020		482,040
Amortization	1,293,049		1,000,715		2,534,982		1,999,970
Interest expense	119,536		109,076		205,309		268,486
Other expense	160,728		—		306,808		—
Total costs and expenses	9,805,042		8,193,601		19,201,285		15,884,514

Net income (loss) from discontinued operations	$	(1,170,259)	$	2,262,965	$	(1,599,034)	$	6,118,479


	Six months ended June 30,
	2026		2025
Cash flows from operating activities:
Net changes in assets and liabilities:
Intangible assets, net	$	2,488,795	$	1,987,733
Inventories, net	866,780		777,123
Prepaid and other current assets	678,903		899,907
Other assets	681,989		1,039,190

Other current liabilities	(855,669)		686,201
Other long-term liabilities	192,438		52,134
Net cash provided by operating activities from discontinued operations	$	4,053,236	$	5,442,288

Cash flows from investing activities:
Increase of investment in manufacturing	$	(145,459)	$	(857,680)

Cash flows from financing activities:
Cash settlement of contingent consideration	$	(848,731)	$	(654,757)