Summary of GEOPHARMA, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement

American Antibiotics, LLC, a majority owned subsidiary of GeoPharma, has reached agreement with Consolidated Pharmaceutical Group, Inc. ("CPG"), the directors of CPG and two other individuals acting on behalf of CPG (collectively, "CPG Parties") and entered into a Settlement and Mutual Release Agreement ("Settlement Agreement") and other documents (collectively, hereinafter referred to as "Settlement Documents") on September 4, 2009 settling all claims against the other.
The litigation arose from and relates to certain agreements entered into between American Antibiotics and CPG, whereby American Antibiotics acquired certain business assets of CPG for the production of Beta-Lactam Antibiotics as well as all CPG's rights, title and interest in various pharmaceutical Abbreviated New Drug Applications ("ANDAs") associated with a Baltimore, Maryland manufacturing facility owned and formerly operated by CPG dedicated for the production of Beta-Lactam Antibiotics ("Facility") under an ANDA Sale and Purchase Agreement ("ASPA") dated February 7, 2005, and entered into a lease for the Baltimore Facility dated July 19, 2005 (the "Lease").
The September 2006 lawsuit brought by the Company alleged that CPG breached the ASPA & Lease with certain misrepresentations related to the ANDA's and failed to perform all the required improvements and modifications to the Facility under the Lease. Consolidated with American Antibiotic's lawsuit was a separate action filed against it by CPG, alleging that American Antibiotics failed to pay rent due and owing under the Lease.

Under the terms of settlement: the AA Parties and the CPG Parties (collectively, the "Parties") the agreed to execute a new three (3) year lease for the Facility with renewable options. The new lease also confers upon American Antibiotics a three (3) year option to purchase the Facility, a 65,600 square foot manufacturing plant consisting of an approximately 40,000 square foot non-sterile area and an approximately 25,600 square foot sterile area for injectable Beta-Lactam antibiotics, and the approximately 4.4 acres on which the Facility is located.

Further, all prior agreements, financial obligations, understandings or other commitments between the Parties were terminated, superseded and extinguished with the execution of the Settlement Documents. The Press Release, the Settlement Agreement, the Facility Lease and the Note are attached as Exhibits 99.1 through 99.4, respectively.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "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, and shall not be incorporated by reference into any registration statement or other document filed under the Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.