Item 2.01 Completion of Acquisition or Disposition of Assets

Cumberland Pharmaceuticals Inc. ("Cumberland", "we", "our" or "the Company") is
a specialty pharmaceutical company focused on the acquisition, development and
commercialization of branded prescription products.
In 2016, Cumberland entered into an agreement with Clinigen Group Plc
("Clinigen") for the rights and responsibilities associated with the
commercialization of Ethyol® in the United States. In 2017, the Company entered
into another agreement with Clinigen for the rights and responsibilities
associated with the commercialization of Totect® in the United States. Ethyol
and Totect are collectively referred to herein as the "Products."
In May 2019 following a strategic review of its partners, products and
organization, Cumberland entered into an agreement with Clinigen to return the
exclusive rights to the Products (the "Agreement"). The Agreement provided for a
conclusion of the Company's arrangements with Clinigen effective September 30,
2019. Under the terms of the Agreement, Cumberland will no longer distribute the
Products after the transition date and will receive $5 million in financial
consideration from Clinigen, paid over a two-year period. Cumberland agreed not
to sell competing products during the same two-year period.
In September 2019, Clinigen and Cumberland completed an amendment to the
Agreement, whereby the transition date was changed to late December 2019. Under
the final terms of the amended Agreement, the Company returned the Product
rights to Clinigen on December 31, 2019. Except for the Products' inventory as
of December 31, 2019, no other operating assets and no liabilities were
transferred to Clinigen.
The return of these Products is collectively referred to as the "Ethyol and
Totect Exit" throughout the unaudited pro forma condensed consolidated financial
statements. The Ethyol and Totect Exit meets the accounting criteria to be
reported as discontinued operations. December 31, 2019, as the transition date,
was the final day Cumberland was responsible for the Products. Cumberland was
responsible for the Products through December 31, 2019 and beginning on January
1, 2020, the Products' rights transitioned back to Clinigen. As a result,
January 1, 2020, was the first day of discontinued operations for the Ethyol and
Totect Exit.
The accompanying unaudited pro forma condensed consolidated statements of
operations (the "Pro Forma Statements of Operations") for the nine months ending
September 30, 2019 and for the years ended December 31, 2018, 2017 and 2016
reflect the historical consolidated Statements of Operations of the Company and
the unaudited historical carve-out results of operations related to the Ethyol
and Totect Exit. The Pro Forma Statements of Operations give effect to the
Ethyol and Totect Exit as if it had been completed on January 1, 2016, the
beginning of the earliest period presented. The accompanying unaudited pro forma
condensed consolidated balance sheet (the "Pro Forma Balance Sheet") as of
September 30, 2019 reflects the unaudited historical consolidated balance sheet
of Cumberland and the assets and liabilities related to the Products, giving
effect to the dispositions as if they had been completed on September 30, 2019.
The Pro Forma Statements of Operations do not include any material nonrecurring
charges that might arise as a result of the Ethyol and Totect Exit.
The accompanying statements and related notes are being provided for
illustrative purposes only and do not purport to represent what the actual
consolidated results of operations or the consolidated balance sheet of
Cumberland would have been had the dispositions occurred on the dates assumed,
nor are they necessarily indicative of Cumberland's future consolidated results
of operations or consolidated financial position. The statements are based upon
currently available information and estimates and assumptions that Cumberland
management believes are reasonable as of the date hereof.
The unaudited pro forma financial statements reflect adjustments that are
directly attributable to the disposal and that are factually supportable and,
with respect to the statements of operations, expected to have a continuing
impact. Pro forma adjustments are necessary to remove amounts related to the
Products' assets and liabilities and the carve-out results of operations related
to the Ethyol and Totect Exit, to adjust for costs directly related to the exit,
and to reflect the income tax effects related to the pro forma adjustments. As
such, these illustrative pro forma financial statements do not reflect the
removal of the selling and marketing costs attributable to the individuals at
Cumberland responsible for direct selling and promotion of the Products. Those
selling and marketing individuals who have historically supported the Products
will continue with Cumberland, but their efforts are being refocused to other
products. If Cumberland were to include the costs of these sales professionals,
discontinued operations for the Ethyol and Totect Exit would include more
expenses than currently stated in these pro forma financial statements.
The accompanying unaudited pro forma financial statements have been developed
from and should be read in conjunction with the audited annual and unaudited
interim condensed consolidated financial statements and related notes of
Cumberland on Form 10-K for the year ended December 31, 2018 filed with the
Securities and Exchange Commission (the "SEC") on March 12, 2019, and Form 10-Q
for the quarter ended September 30, 2019 filed with the SEC on November 13,
2019, respectively.

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Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information.
Pursuant to Article 11 of Regulation S-X, the Company is furnishing the
following unaudited pro forma condensed consolidated financial information,
which is incorporated herein by reference:
(1)       Unaudited Pro Forma Condensed Consolidated Statements of Operations for
          the years ended December 31, 2018, 2017, and 2016, and the nine months
          ended September 30, 2019;



(2)       Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
          September 30, 2019.


(d) Exhibits.
See Exhibit Index. A copy of the pro forma financial information is furnished as

Exhibit 99.1.

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