SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
November 19, 2021 (November 15, 2021)
Date of Report (date of earliest event reported)
CUMBERLAND PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
(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)
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 15, 2021, Cumberland Pharmaceuticals Inc. (the "Company" or "Tenant") entered into a lease (the "Lease"), pursuant to which the Company will lease approximately 16,631 rentable square feet of space (the "Leased Premise") at the new development Broadwest (the "Building") located in Nashville, Tennessee with 1600 West End Avenue Partners, LLC (the "Landlord"). The Leased Premise will serve as the Company's new corporate headquarters. The initial term of the Lease is one hundred fifty-seven (157) months, with two consecutive options to renew for a period of five years each, and will commence on the earlier of November 1, 2022, the date which Tenant takes occupancy of the Leased Premise, or the date which Tenant receives a temporary or permanent certificate of occupancy for the Leased Premise ("Commencement Date").
The Company will be responsible for paying rent to the Landlord under the Lease beginning three months after the Commencement Date. The Company will pay a base rent of $33.06 per square foot of rentable space with a gradual rental rate increase of 2.5% for each year period thereafter of the prior year's base rental. In addition to the monthly base rent, the Company is responsible for its percentage share of the operating expenses of the Building. The Lease also provides for a tenant improvement allowance for the space.
The foregoing description of the Lease is qualified in its entirety by reference to the Lease, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
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 above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On November 16, 2021, a press release was issued by Broadwest announcing its entry into the Lease as disclosed above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is included as Exhibit 99.1 to this report.
Item 9.01 Financial Statements or Exhibits
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 19, 2021|| || ||By:||/s/ John Hamm|
| || ||John Hamm|
| || ||Chief Financial Officer|
FOR IMMEDIATE RELEASE
November 16, 2021
Cumberland Pharmaceuticals Moving Corporate Headquarters to Broadwest
NASHVILLE, Tennessee — Broadwest is pleased to announce it has entered into an agreement with Cumberland Pharmaceuticals Inc. to relocate the company’s corporate offices to the Broadwest campus in the West End/Vanderbilt section of Nashville. Cumberland will establish its headquarters facility in the Broadwest office tower, with a move planned during 2022.
Cumberland (NASDAQ: CPIX) has emerged as the largest, public biopharmaceutical company founded and headquartered in Tennessee. The Company is focused on advancing patient care through the delivery of high quality medicines. Cumberland has built a portfolio of FDA approved brands supported by two national sales divisions. The Company also enjoys a robust pipeline of new medicines for the future, designed to address unmet medical needs. In addition to its domestic activities, Cumberland’s business includes a growing contribution from a network of distinguished international partners who are working to bring Cumberland brands to patients in their countries.
“We are delighted to be part of Nashville’s Health Care community, the largest industry sector in our area.” said A.J. Kazimi, Cumberland’s Chief Executive Officer. “Given our close collaboration with the internationally recognized Vanderbilt Medical Center, we wanted to stay in the West End corridor and look forward to working with Broadwest to join their beautiful new campus.”
“We are pleased to welcome a great company like Cumberland Pharmaceuticals to the Broadwest community,” said Chris Brown, President of Propst Development, LLC . “As we worked with Cumberland on their new headquarters space, we learned a great deal about their passion to improve patient care through the development and distribution of high-quality medicines. From our first meeting, we knew they would be a great addition to the Broadwest campus.”
Founded in 1999 in Nashville, Tennessee, Cumberland concluded its initial public offering and listing on the NASDAQ stock exchange in 2009. The Company’s Board of Directors and senior management team have many decades of experience in the health care and biopharmaceutical fields.
Cumberland currently occupies space in the 2525 West End building near Vanderbilt. As the Company continues to grow its Nashville presence, it sought a new collaborative and professional work environment, resulting in the selection of Broadwest.
Broadwest is Nashville’s new $540-million, urban mixed-use community combining 625,000 square feet of Class A office and retail space, 196 high-end condominiums, and the 234-room luxury Conrad Nashville hotel all anchored by a 1.5-acre plaza at the heart of this new community. Propst Development, LLC is developing Broadwest, which recently opened the office tower and creative office
building, began selling condominiums in mid-2021 and will open the Conrad Nashville Hotel in early 2022. For more information about Broadwest, write to firstname.lastname@example.org.
Designed by Cooper Carry architects, the Broadwest project opened its office tower, Creative Office Building, plaza and 2,500+ space parking garage for its first tenants earlier this year. The Creative Office Building features the quality of a Class A office building meshed with a focus on modern efficient space layout. Features include 18-foot floor-to-floor ceilings with stunning 14-foot floor-to-ceiling vision glass, upgraded construction design features for a collaborative work environment, an outdoor office tenant amenity space, a signature plaza space, the latest technology, and on-site security and access control for flexible work environments.
ABOUT CUMBERLAND PHARMACEUTICALS
Cumberland Pharmaceuticals Inc. is a specialty pharmaceutical company focused on the delivery of branded prescription products to improve patient care. The Company develops, acquires and commercializes brands for the hospital acute care, gastroenterology and rheumatoid arthritis markets.
The Company's portfolio of FDA-approved brands includes:
•Acetadote® (acetylcysteine) Injection, for the treatment of acetaminophen poisoning;
•Caldolor® (ibuprofen) Injection, for the treatment of pain and fever;
•Kristalose® (lactulose) for Oral Solution, a prescription laxative, for the treatment of constipation;
•Omeclamox®-Pak, (omeprazole, clarithromycin, amoxicillin) for the treatment of Helicobacter pylori (H. pylori) infection and related duodenal ulcer disease;
•RediTrex® (methotrexate) Injection, for the treatment of active rheumatoid, juvenile idiopathic and severe psoriatic arthritis, as well as disabling psoriasis;
•Vaprisol® (conivaptan) Injection, to raise serum sodium levels in hospitalized patients with euvolemic and hypervolemic hyponatremia; and
•Vibativ® (telavancin) Injection, for the treatment of certain serious bacterial infections including hospital-acquired and ventilator-associated bacterial pneumonia, as well as complicated skin and skin structure infections.
Cumberland also has Phase II clinical programs underway evaluating its product candidates in patients with cardiomyopathy associated with Duchenne Muscular Dystrophy as well as patients with Systemic Sclerosis and Aspirin-Exacerbated Respiratory Disease.
For more information on Cumberland’s approved products, including full prescribing information, please visit links to the individual product websites, which can be found on the Company’s website at
Christopher Brown for Broadwest Molly Aggas for Cumberland
(205) 706-6775, CBrown@propst.com (704) 641 6641