Exhibit 2.2

AMENDMENT NO. 1

TO

ASSET PURCHASE AGREEMENT

This Amendment No. 1 to the Asset Purchase Agreement (this “Amendment”) is made and entered into as of July 1, 2026, by and between Nuvo Pharmaceuticals (Ireland) DAC, an Ireland designated activity company (“Apotex”), and and Cumberland Pharmaceuticals Inc., a corporation organized under the laws of Tennessee (“Cumberland”). Apotex and Cumberland are referred to herein individually as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, Apotex, Apotex Inc., a corporation incorporated under the laws of the Province of Ontario, and Cumberland entered into that certain Asset Purchase Agreement, effective as of the 22nd day of April, 2026 (the “Purchase Agreement”);

WHEREAS, pursuant to Section 11.4 of the Purchase Agreement, the Purchase Agreement may not be amended except by an instrument in writing signed by authorized signatories on behalf of each Party;

WHEREAS, the Parties desire to amend certain terms of the Purchase Agreement, in each case as more fully set forth in this Amendment; and

WHEREAS, capitalized terms used in this Amendment and not otherwise defined herein have the respective meanings given to them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

“‘Transferred Contract(s)’ means all Contracts exclusively or primarily related to the Business, including the Material Contracts required to be set forth on Section 5.8(a) of the Disclosure Schedules; provided that the Transferred Contracts shall exclude those Contracts listed on Exhibit E.”

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above.

[Signature Page to Amendment No. 1 to Asset Purchase Agreement]

EXHIBIT E

Excluded Contracts

[Omitted]

Exhibit 99.1

Cumberland Pharmaceuticals Closes

Strategic Transaction with Apotex

$100 million Transaction Follows Cumberland Shareholder Approval

Strengthens Cumberland’s Focus on Rare Disease Pipeline

NASHVILLE, Tenn. (July 1, 2026) - Cumberland Pharmaceuticals Inc. (Nasdaq: CPIX), a U.S. biopharmaceutical company, today announced the closing on an agreement with subsidiary of Apotex Health Corp. (“Apotex”), the largest Canadian-based pharmaceutical company, to integrate their branded U.S. businesses. Under the terms of the agreement, Apotex has acquired Cumberland’s line of branded pharmaceuticals for cash consideration of $100 million funded at closing, which followed approval by Cumberland’s shareholders.

“We are pleased to complete this value-creating transaction, which was strongly supported by our shareholders with over 99% of the votes cast in favor of the transaction,” said A.J. Kazimi, CEO of Cumberland. “This milestone significantly strengthens our financial position, enabling us to focus on the large market opportunities associated with our pipeline programs. Our goals are to deliver innovative new products to improve patient care, while continuing to build value for our shareholders.”

Cumberland has retained its robust portfolio of innovative product candidates and its majority ownership position in Cumberland Emerging Technologies Inc. Following the closing, Cumberland will focus its resources on developing ifetroban, a potent thromboxane antagonist currently being studied across clinical programs targeting serious rare and progressive diseases:

Cumberland announced breakthrough results in a Phase II clinical study of ifetroban in patients with cardiomyopathy associated with this rare, fatal genetic neuromuscular disease. Interactions with the FDA have been underway regarding study results and requirements for approval. The program has received FDA Orphan Drug, Rare Pediatric Disease and Fast Track designations.

Cumberland has conducted a Phase II clinical study evaluating the safety of ifetroban in patients with this debilitating autoimmune disorder. Evaluation of the study data is underway with top-line results anticipated as the next milestone.

A Phase II study evaluating ifetroban in patients with the most common form of progressive fibrosing interstitial lung disease is actively enrolling at medical centers across the U.S.. Favorable interim safety findings have been announced and the next milestone is the announcement of the efficacy results.

Cumberland, in collaboration with Vanderbilt Health, recently announced the results of a Pilot Study of ifetroban in patients with high-risk solid tumors. The findings suggests the potential to block cancer metastasis, as a favorable trend was identified with fewer deaths due to metastatic disease in those receiving ifetroban rather than a placebo. The Phase 2 clinical trial also found ifetroban to be safe and well tolerated in the oncology patients, supporting further development of the drug to prevent cancer metastasis.

About Apotex

Apotex (APTX.TO), is a Canadian-based global health company. We improve everyday access to affordable, innovative medicines and health products for millions of people around the world, with a broad portfolio of generic, biosimilar, and innovative branded pharmaceuticals, and consumer health products. Headquartered in Toronto, with regional offices globally, including in the United States, Mexico, and India, we are the largest Canadian-based pharmaceutical company and a health partner of choice for the Americas for pharmaceutical licensing and product acquisitions.

Learn more at www.apotex.com

About Cumberland Pharmaceuticals

Cumberland Pharmaceuticals Inc. is a Nashville-based biopharmaceutical company focused on developing new therapies for rare diseases. The company is advancing a late-stage pipeline of product candidates through a series of late stage clinical studies. The treatments are being developed across multiple therapeutic areas to address serious patient conditions that represent unmet medical needs.

Cumberland's Phase 2 clinical programs are evaluating ifetroban in patients with Duchenne Muscular Dystrophy, Systemic Sclerosis, Idiopathic Pulmonary Fibrosis and Cancer Metastasis.

For more information, please visit www.cumberlandpharma.com.

Forward-Looking Statements

This press release contains forward-looking statements, which are subject to certain risks and reflect Cumberland’s current views on future events based on what it believes are reasonable assumptions. No assurance can be given that these events will occur. As with any business, all phases of Cumberland’s operations are subject to factors outside of its control, and any one or combination of these factors could materially affect Cumberland’s results of operations. These factors include market conditions, competition, an inability of manufacturers to meet FDA standards or supply Cumberland’s products on a timely basis, natural disasters, public health epidemics, and other events beyond our control, as more fully discussed in the Company’s most recent Form 10-K and subsequent 10-Qs as filed with the SEC. There can be no assurance that results anticipated by the Company will be realized or that they will have the expected effects. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to publicly revise these statements to reflect events after the date hereof.

SOURCE: Cumberland Pharmaceuticals Inc.

Exhibit 99.2

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated balance sheet data as of March 31, 2026, is presented to show how the Transaction might have affected the historical financial statements of the Company if the Transaction had occurred on March 31, 2026. The following unaudited pro forma condensed consolidated statements of operations data for the year ended December 31, 2024, December 31, 2025, and the three months ended March 31, 2026, are presented as if the Transaction occurred on January 1, 2024. The Transaction is expected to meet the criteria in ASC 205-20 to begin being presented as a discontinued operation in the second quarter of 2026 due to disposal of most of the Company’s revenue-generating operations and the resulting strategic shift toward development-stage activities. As a disposal that meets the criteria for discontinued operations, we are required to present an unaudited pro forma condensed consolidated statement for each historical period presented in the Company’s Annual Report on Form 10-K. The unaudited pro forma condensed consolidated financial statements are derived from, and should be read in conjunction with our historical financial statements and notes thereto, as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, as previously filed with the SEC. The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X.

Article 11 of Regulation S-X requires that pro forma financial information include pro forma adjustments to the historical financial statements of the registrant that reflect only the application of required accounting to the Transaction.

The Transaction accounting adjustments to reflect the Transaction in the unaudited pro forma condensed consolidated financial statements include:

In addition, Regulation S-X permits registrants to reflect adjustments that depict synergies and dis-synergies of the disposition for which pro forma effect is being given. The unaudited pro forma condensed consolidated financial statements do not reflect any such adjustments.

The Company expects to execute a transition services agreement at closing of the Transaction, which will include services to be provided to Apotex for up to 12 months following the Closing Date. The unaudited pro forma condensed consolidated statements of operations are not required to present the impact of the transition services agreement, as these amounts are not expected to be material.

The unaudited pro forma condensed consolidated financial statement information is presented for informational purposes only and is based upon estimates by the Company’s management, which are based upon available information and certain assumptions that Company’s management believes are reasonable as of the date of this proxy statement. The unaudited pro forma condensed consolidated financial statements are not intended to be indicative of the actual financial position or results of operations that would have been achieved had the Transaction been consummated as of the dates and for the periods indicated above, nor does it purport to indicate results which may be attained in the future. Actual amounts could differ materially from these estimates.

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, and the unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2026, and years ended December 31, 2025, and December 31, 2024, should be read in conjunction with the notes thereto.

Cumberland Pharmaceuticals, Inc.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2026

Cumberland Pharmaceuticals, Inc.

UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH31, 2026

Cumberland Pharmaceuticals, Inc.

UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025

Cumberland Pharmaceuticals, Inc.

UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024

Cumberland Pharmaceuticals, Inc.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

On April 22, 2026, Cumberland Pharmaceuticals Inc. (the “Company” or “Cumberland”) entered into an Asset Purchase Agreement (the “Agreement”) with an affiliate of Apotex Inc. (such affiliate,”Apotex”), pursuant to which Apotex will acquire the Company’s right, title and interest in, to and under the assets relating to the Company’s FDA-approved products, which consist of Acetadote®, Caldolor®, Kristalose®, Sancuso®, Vaprisol®, Vibativ®, as well as certain of the Company’s product related equity interests (collectively, the “Acquired Assets”) in exchange for $100,000,000 payable at the closing of the transaction (the “Transaction”). The Company will retain the assets associated with Cumberland Emerging Technologies, Inc., its majority-owned subsidiary focused on earlier-stage product development, and the Company’s ifetroban product candidates (the “Retained Programs”), which the Company intends to continue to develop following the closing of the Transaction.

The unaudited pro forma combined financial statements reflect the following transaction accounting adjustments to the condensed consolidated balance sheet as of March 31, 2026, and consolidated statements of operations for the three months ended March 31, 2026, and the years ended December 31, 2025, and December 31, 2024, to show how the Transaction might have affected the Company’s historical financial statements if the Transaction had been completed at an earlier time.

Adjustments to the Proforma Balance Sheet:

(i) Eliminate the assets and liabilities disposed of in the asset sale transaction, which includes:

(ii) Eliminate the current accrued liabilities disposed of in the asset sale transaction, and recognize additional transaction related and other reserves.

(iii) Record the expected net consideration received, the expected gain on sale of the acquired assets, and the impact on retained earnings.

(iv) The buyer has agreed to reimburse seller for up to $9 million of existing inventory.

(a) anticipated liabilities for employee retention bonuses, termination severance costs, agreement termination penalties and additional legal or consulting fees.

(b) the tax liability as stated is an estimate based on current assumptions.

Cumberland Pharmaceuticals, Inc.

NOTES TO THE UNAUDITED PROFORMA CONSOLIDATED STATEMENTS

Adjustments to the Proforma Consolidated Statement of Operations:

To eliminate operating activity directly attributable to the Program Assets which includes:

(i) Net Product revenue, product related milestone revenue, cost of goods, sales and marketing and amortization of product license rights pertain to the products acquired by Apotex.

(ii) The adjustment to research and development includes FDA fees to be paid by Apotex, the Medical Science Liaison department expenses and the compensation cost associated with select employees transferred to Apotex.

(iii) The adjustment to general and administrative includes product related insurance, legal fees, audit and tax preparation services.

(iv) average expected return on a cash and debt instrument balance of approximately $85 million at 5.5%.

(v) Other revenue and expense consists of CET sub-lease income and expense.

(vi) The Other Loss amount pertains to the investment in Talicia Holdings, Inc. to be acquired by Apotex.

(vii) With the significant increase in cash, Cumberland will pay down the line of credit with Pinnacle Bank.

(viii) With the divestiture, the Company’s nexus is limited to the state of Tennessee only.

(a) Apotex has agreed to reimburse seller for up to $9 million of existing inventory. We believe these transactions will be recognized on a post closing basis.