SecProbe.io

November 17, 2017
A.J. Kazimi
Chairman of the Board and Chief Executive Officer
Cumberland Pharmaceuticals Inc.
2525 West End Avenue, Suite 950
Nashville, Tennessee 37203
Re:Cumberland Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed November 7, 2017
File No. 333-221402
Dear Mr. Kazimi:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 Filed November 7, 2017
Cover Page
1.Footnote (1) of your Calculation of Registration Fee table states that "separate
consideration may or may not be received for the securities being registered...."  To the
extent that separate consideration is to be received, please confirm that the maximum
aggregate amount of such consideration is included in the maximum aggregate offering
price of $100,000,000 million of all securities sold.
2.Footnote (3) of your Calculation of Registration Fee table indicates that your common
stock includes preferred share purchase rights, which may be triggered by certain

 FirstName LastNameA.J.  Kazimi
 Comapany NameCumberland Pharmaceuticals Inc.
 June 16, 2017 Page 2
 FirstName LastName
A.J.  Kazimi
Cumberland Pharmaceuticals Inc.
November 17, 2017
Page 2
prescribed events.  Please revise your filing to register these rights, describe the rights as
required by Item 202 of Regulation S-K, incorporate by reference the Form 8-A relating
to the rights, and file any agreements related to the rights as exhibit to the registration
statement.  Please also have counsel revise the legal opinion to provide an opinion that
the rights are binding obligations of the registrant under the state law governing the
rights.
Information Incorporated by Reference, page 22
3.Please incorporate by reference your Forms 8-K filed on January 13, 2017, January 20,
2017, February 3, 2017, and February 10, 2017.
Plan of Distribution, page S-9
4.Please revise your sales agreement prospectus supplement to clarify that B. Riley FBR
"is" or "will be deemed" rather than "may be deemed" an underwriter.
5.You state in the prospectus supplement that B. Riley FBR may effect sales "to or through
dealers."  Please tell us whether this sales method satisfies the "at the market offering"
definition under Rule 415.  If any sales method does not constitute a sales method that is
deemed to be an "at the market offering" as defined in Rule 415 or if any material
information with respect to a particular offering has been omitted, please confirm that
you will file an additional prospectus supplement at the time of such sales or tell us why
such additional filing would not be necessary.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Gabor at 202-551-2544 or Erin Jaskot at 202-551-3442 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Phillip Buffington