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  4. [8-K] CUMBERLAND PHARMACEUTICALS INC Reports Material Event

Shareholders back Cumberland (NASDAQ: CPIX) sale of most assets

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cumberland Pharmaceuticals Inc. held a special meeting of shareholders to vote on a proposal tied to a strategic transaction with Apotex Inc. involving the company’s FDA-approved commercial products and related assets.

Shareholders approved authorizing and approving the asset sale, which may be deemed under Tennessee law to be a sale of substantially all of the company’s property and assets outside the usual course of business. Of 14,983,107 common shares entitled to vote as of the record date, 10,509,626 were present, representing a 70.14% quorum. The proposal received 10,492,455 votes in favor, 15,904 against, and 1,267 abstentions, meaning 70.03% of all outstanding shares and 99.84% of votes cast supported the transaction.

Positive

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Negative

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Insights

Shareholders overwhelmingly approved a transformative asset sale, clearing a key legal hurdle.

The vote authorizes Cumberland Pharmaceuticals to proceed with selling its FDA-approved commercial products and related assets under an Asset Purchase Agreement with Nuvo Pharmaceuticals (Ireland) DAC and Apotex Inc. The filing notes this may constitute a sale of substantially all company assets under Tennessee law, signaling a major shift in the business profile.

Voting support was very strong: 10,492,455 shares voted for the proposal versus 15,904 against and 1,267 abstentions, with 70.14% of outstanding shares present. Approval by 70.03% of all outstanding shares and 99.84% of votes cast suggests broad shareholder alignment around the transaction. The eventual impact will depend on transaction terms and how the company deploys its remaining platform after closing.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding 14,983,107 shares Common stock outstanding and entitled to vote as of May 12, 2026 record date
Shares present at meeting 10,509,626 shares Common stock present in person or by proxy at special meeting; 70.14% of outstanding
Votes for proposal 10,492,455 votes Votes cast in favor of authorizing and approving asset sale proposal
Votes against proposal 15,904 votes Votes cast against the asset sale proposal
Abstentions 1,267 votes Abstentions on asset sale proposal at special meeting
% of outstanding votes in favor 70.03% Portion of all outstanding shares voting for the proposal
% of votes cast in favor 99.84% Percentage of votes cast at the meeting supporting the proposal
Quorum percentage 70.14% Shares present as a percentage of outstanding shares at record date
special meeting of shareholders financial
"On June 24, 2026, a special meeting of shareholders (the “Special Meeting”) of Cumberland Pharmaceuticals Inc."
Asset Purchase Agreement financial
"as contemplated by the Asset Purchase Agreement, dated as of April 22, 2026, by and among Nuvo Pharmaceuticals (Ireland) DAC, Apotex and the Company."
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
sale of substantially all of the Company’s property and assets regulatory
"which may be deemed under Tennessee law to be a sale of substantially all of the Company’s property and assets otherwise than in the usual and regular course of business."
Broker Non-Votes financial
"For | Against | Abstentions | Broker Non-Votes | % of Outstanding Votes In Favor"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum financial
"representing approximately 70.14% of the outstanding shares of Common Stock as of May 12, 2026 ... and constituting a quorum for the transaction of business"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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Understanding 8-K Material Events →
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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

June 24, 2026 (June 24, 2026)
Date of Report (date of earliest event reported)

CUMBERLAND PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
Tennessee
001-33637
62-1765329
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
2525 West End Avenue, Suite 950 Nashville, Tennessee 37203
(Address of Principal Executive Offices)
(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)

☐ 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueCPIXNASDAQ 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 5.07 Submission of Matters to a Vote of Security Holders.
On June 24, 2026, a special meeting of shareholders (the “Special Meeting”) of Cumberland Pharmaceuticals Inc. (the “Company”) was held in Nashville, Tennessee to address a proposal (the "Proposal") associated with a strategic transaction ( the "Transaction") with Apotex Inc. ("Apotex"). The Proposal is to authorize and approve the Transaction in which Cumberland will integrate its commercial products with the U.S. branded business of an affiliate of Apotex as contemplated by the Asset Purchase Agreement, dated as of April 22, 2026, by and among Nuvo Pharmaceuticals (Ireland) DAC, Apotex and the Company.
Present at the Special Meeting were holders of 10,509,626 shares of the Company’s common stock, $0.00 par value per share (“Common Stock”), in person or by proxy, representing approximately 70.14% of the outstanding shares of Common Stock as of May 12, 2026, the record date for the Special Meeting (the “Record Date”), and constituting a quorum for the transaction of business at the Special Meeting. As of the Record Date, there were 14,983,107 shares of Common Stock outstanding and entitled to vote at the Special Meeting.
At the Special Meeting, the Company's shareholders approved the Proposal. The voting results were as follows:
ForAgainstAbstentions
Broker Non-Votes
% of Outstanding Votes In Favor
% of Votes In Favor
Authorize and approve the sale of the Company's FDA-approved commercial products and related assets as contemplated by the Asset Purchase Agreement, dated as of April 22, 2026, by and among Nuvo Pharmaceuticals (Ireland) DAC, Apotex Inc. and the Company, which may be deemed under Tennessee law to be a sale of substantially all of the Company’s property and assets otherwise than in the usual and regular course of business.
10,492,45515,9041,2674,473,48170.03%99.84%




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: June 25, 2026  By:/s/ John Hamm
  John Hamm
  Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Cumberland Pharmaceuticals (CPIX) shareholders approve at the special meeting?

Shareholders approved a proposal authorizing a strategic transaction with Apotex involving the sale of Cumberland’s FDA-approved commercial products and related assets. The transaction may be deemed a sale of substantially all company property and assets under Tennessee law, marking a major change in the business.

How strong was shareholder support for Cumberland (CPIX) asset sale proposal?

Support was very strong. The proposal received 10,492,455 votes for, 15,904 against, and 1,267 abstentions. This represents 70.03% of all outstanding shares and 99.84% of votes cast in favor, indicating broad shareholder backing for the strategic transaction with Apotex.

What percentage of Cumberland (CPIX) shares were represented at the special meeting?

Holders of 10,509,626 Cumberland common shares were present in person or by proxy, representing approximately 70.14% of outstanding shares as of the May 12, 2026 record date. This level of participation constituted a quorum, allowing the company to conduct official business and vote on the proposal.

How many Cumberland Pharmaceuticals (CPIX) shares were entitled to vote on the transaction?

As of the May 12, 2026 record date, 14,983,107 shares of Cumberland common stock were outstanding and entitled to vote at the special meeting. These shares formed the base against which quorum and the percentage of outstanding votes in favor of the asset sale proposal were measured.

What assets are involved in Cumberland (CPIX) strategic transaction with Apotex?

The transaction covers the sale of Cumberland’s FDA-approved commercial products and related assets, to be integrated with the U.S. branded business of an Apotex affiliate. It is governed by an Asset Purchase Agreement among Nuvo Pharmaceuticals (Ireland) DAC, Apotex Inc., and Cumberland Pharmaceuticals.

Why is the Cumberland (CPIX) transaction described as a sale of substantially all assets?

The filing states the asset sale may be deemed under Tennessee law to be a sale of substantially all of Cumberland’s property and assets outside the usual and regular course of business. That legal characterization underscores the transaction’s scale and its potential to reshape the company’s operations.

Filing Exhibits & Attachments

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