[8-K] CUMBERLAND PHARMACEUTICALS INC Reports Material Event

Rhea-AI Filing Summary

Cumberland Pharmaceuticals Inc. entered into an amendment to its revolving credit arrangements with Pinnacle Bank. The amendment keeps the aggregate principal funding available at up to $25 million, with $15 million currently available for borrowing and the right for Cumberland to request an additional $10 million. The revolving line continues to be secured by substantially all of the company’s assets.

The facility includes a quarterly-tested Minimum Fixed Charge Coverage Ratio and Borrowing Base Requirements. Borrowings will bear interest at Benchmark Term SOFR plus 2.75%. The amendment also extends the credit facility’s maturity to October 1, 2027, giving Cumberland a longer-dated source of revolving liquidity.

Insights

Credit & Capital Structure Analyst

Cumberland extends a $25M secured revolver to 2027 on SOFR-based terms.

Cumberland Pharmaceuticals has amended its revolving credit arrangements with Pinnacle Bank, maintaining aggregate principal funding of up to $25,000,000. The structure now provides $15,000,000 available for borrowing, with the company allowed to request up to an additional $10,000,000, offering flexibility within the same overall limit.

The revolver is secured by substantially all company assets and priced at Benchmark Term SOFR plus 2.75%, reflecting a floating-rate cost of debt tied to short-term interest rates. Cumberland must comply with a quarterly Minimum Fixed Charge Coverage Ratio and Borrowing Base Requirements, which can constrain leverage and require adequate cash flow coverage.

The maturity extension to October 1, 2027 gives the company a longer committed liquidity backstop compared with shorter-dated lines. Actual impact on leverage and interest expense will depend on future borrowing levels and prevailing SOFR rates as disclosed in subsequent company filings.

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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

November 18, 2025 (November 18, 2025)

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.)

1600 West End Avenue, Suite 1300 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 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 November 18, 2025, Cumberland Pharmaceuticals Inc. (the “Company” or “Cumberland”) and Pinnacle Bank ("Pinnacle") fully executed the First Amendment to Amended and Restated Revolving Credit Note and Second Amendment to Amended and Restated Revolving Credit Loan Agreement (the "Amendment"). The original Pinnacle agreement was dated September 5, 2023. The Amendment provides for a principal available for borrowing of up to $15 million. The Company has the right to request an increase of up to an additional $10 million. The aggregate principal funding amount remains unchanged of up to $25 million.

Cumberland is subject to a financial covenant, maintenance of a Minimum Fixed Charge Coverage Ratio determined on a quarterly basis, along with Borrowing Base Requirements, as defined. The interest rate on funds borrowed is based on Benchmark Term SOFR plus 2.75%. Borrowings under the line of credit are collateralized by substantially all of the Company’s assets.

The Amendment extends the maturity date to October 1, 2027.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the creation of a direct financial obligation of the Company is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

    (d) Exhibits

Exhibit No.						Description
10.1						First Amendment to Amended and Restated Revolving Credit Note and Second Amendment to Amended and Restated Revolving Credit Loan Agreement, dated as of November 12, 2025, by and between Cumberland Pharmaceuticals Inc. and Pinnacle Bank
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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: November 21, 2025

By:

/s/ John Hamm

John Hamm

Chief Financial Officer

FAQ

What credit agreement did CPIX amend with Pinnacle Bank?

Cumberland Pharmaceuticals Inc. amended its financing with Pinnacle Bank through a First Amendment to the Amended and Restated Revolving Credit Note and a Second Amendment to the Amended and Restated Revolving Credit Loan Agreement, originally dated September 5, 2023.

How much borrowing capacity does Cumberland Pharmaceuticals (CPIX) have under the amended facility?

Under the amendment, Cumberland has principal available for borrowing of up to $15 million and the right to request an increase of up to an additional $10 million, with the aggregate principal funding amount remaining up to $25 million.

What are the key financial covenants in the new CPIX credit amendment?

Cumberland must maintain a Minimum Fixed Charge Coverage Ratio determined on a quarterly basis and comply with Borrowing Base Requirements, as defined in the agreement.

What interest rate applies to CPIX borrowings under the amended Pinnacle Bank line?

Borrowings under the revolver bear interest at Benchmark Term SOFR plus 2.75%, resulting in a floating-rate cost tied to short-term market rates.

When does the amended Cumberland Pharmaceuticals revolving credit facility mature?

The amendment extends the facility’s maturity date to October 1, 2027, providing a longer-dated source of revolving credit for Cumberland.

What collateral secures CPIX’s revolving credit facility with Pinnacle Bank?

Borrowings under the line of credit are collateralized by substantially all of Cumberland Pharmaceuticals’ assets.