Item 1.01 Entry into a Material Definitive Agreement OnDecember 31, 2021 ,Cumberland Pharmaceuticals Inc. (the "Company" or "Cumberland") signed and entered into a definitive agreement (the "Agreement") to acquire theU.S. rights to SANCUSO® (the "Product") fromKyowa Kirin, Inc. ("Kyowa Kirin" or "Sellers").Cumberland Pharmaceuticals Inc. is a specialty pharmaceutical company focused on the delivery of high-quality, prescription brands designed to improve patient care.Kyowa Kirin, Inc. is a global specialty pharmaceutical company that strives to create and deliver novel medicines with life-changing value. SANCUSO® is the first and only FDA-approved prescription patch for the prevention of nausea and vomiting in patients receiving certain types of chemotherapy treatment. The active drug in SANCUSO®, granisetron, slowly dissolves in the thin layer of adhesive that sticks to the patient's skin and is released into their bloodstream over several days, working continuously to prevent chemotherapy-induced nausea and vomiting (CINV). Under the terms of the Agreement, Cumberland acquired theU.S. rights to SANCUSO® and assumed full commercial responsibility for the product - including its marketing, promotion, distribution, manufacturing and medical support activities. Net sales of the brand in theU.S. were over$14 million in 2020. The financial terms of the acquisition included a$13.5 million payment to Kyowa Kirin upon closing, up to$3.5 million in milestones and tiered royalties ranging from 10% to 5% onU.S. net product sales for ten years. Kyowa Kirin will retain international rights, continuing to deliver the product to address oncology patients' needs throughout the rest of the world. The Agreement contains customary representations, warranties and covenants, as well as indemnification provisions. The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Agreement, dated as ofDecember 31, 2021 , which is filed herewith as Exhibit 2.1 and incorporated herein by reference. Item 2.01 Completion of Acquisition or Disposition of Assets OnJanuary 3, 2022 , Cumberland completed the purchase (the "Transaction") from Kyowa Kirin pursuant to which the Company acquired theU.S. rights from Sellers assets related to the marketing, promotion, distribution, manufacturing and medical support for SANCUSO® as it relates to the Agreement signed by Cumberland and the Sellers datedDecember 31, 2021 . Upon closing the Transaction, Cumberland paid an initial payment of$13.5 million to Sellers. Cumberland used funds from its Revolving Credit Loan with Pinnacle Bank to fund the initial payment. The remainder of the purchase price will be paid to Sellers through milestone payments up to$3.5 million and tiered royalties up to 10% on futureU.S. net sales of the Product. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference insofar as it relates to the Transaction. Item 7.01 Regulation FD Disclosure OnJanuary 4, 2022 , Cumberland issued a press release announcing the Agreement to acquire theU.S. rights to SANCUSO® from Kyowa Kirin. A copy of the press release is furnished and attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in the Item 7.01. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such future filing that such information is to be considered "filed" or incorporated by reference therein. -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Business Acquired Any financial statements to be filed in response to this Item 9.01(a) with respect to the transactions described in Item 2.01 will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K must be filed. (b) Pro Forma Financial Information Any pro forma financial information to be filed in response to this Item 9.01(b) with respect to the transactions described in Item 2.01 will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K must be filed. (d) Exhibits Exhibit No. Description 99.1 Press release datedJanuary 4, 2022 2.1* Asset Purchase Agreement, dated
Cumberland Pharmaceuticals Inc. andKyowa Kirin, Inc. , +* * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to theU.S. Securities and Exchange Commission upon request, provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended for any document so furnished.
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