Sunshine Biopharma Inc. Announces Closing of up to $18.0 Million Public Offering

Sunshine Biopharma (NASDAQ:SBFM) closed a public offering raising approximately $6.0 million in gross proceeds from 12,000,000 Common (or Pre-Funded) Units priced at $0.50 per Common Unit.

Rhea-AI Summary

Sunshine Biopharma (NASDAQ:SBFM) closed a public offering raising approximately $6.0 million in gross proceeds from 12,000,000 Common (or Pre-Funded) Units priced at $0.50 per Common Unit.

Each unit includes one share (or pre-funded warrant) plus two Series C Warrants, which could generate up to an additional ~$12.0 million if fully exercised.

Positive

• Approximately $6.0 million gross proceeds raised for general corporate purposes and working capital
• Structure allows up to an additional ~$12.0 million in potential cash proceeds from Series C Warrant exercises
• Series C Warrants are immediately exercisable and have a five-year term, providing extended capital-raising optionality

Negative

• Issuance of 12,000,000 Common Units at $0.50 implies material dilution for existing shareholders
• Two Series C Warrants per unit create significant potential future share issuance and ongoing warrant overhang
• Actual additional proceeds from Series C Warrants are uncertain, as the company notes no assurance of warrant exercise

Argus May 19 session

-13.73% close to close Open Argus

Details

News Market Reaction – SBFM

On May 19, the day this news came out, SBFM closed 13.73% below the previous close.

Data tracked by StockTitan Argus for the May 19 session.

Key Figures

Total potential offering size: $18.0 million Upfront gross proceeds: $6.0 million Additional warrant proceeds: $12.0 million +5 more

Total potential offering size

$18.0 million

Maximum gross proceeds including full warrant exercise

Upfront gross proceeds

$6.0 million

Gross proceeds from units sold before fees/expenses

Additional warrant proceeds

$12.0 million

Potential gross proceeds if Series C warrants fully exercised

Units offered

12,000,000 units

Common Units or Pre-Funded Units in the public offering

Unit offering price

$0.50 per Common Unit

Public offering price per Common Unit

Pre-Funded Unit price

$0.49999 per Pre-Funded Unit

Price equals Common Unit price minus $0.00001 exercise

Warrant exercise price

$0.50 per share

Initial exercise price of each Series C Warrant

Warrant term

5 years

Series C Warrants expire five years after initial issuance

Previous Offering Reports

3 past events · Latest: May 18

Same Type 3 events

1. May 18

   Offering priced

   24h Move

   +79.5%

   Pricing of $6.0M unit offering with Series C warrants at $0.50.

2. Apr 03

   Offering closed

   24h Move

   -18.2%

   Closing of $2.46M registered direct offering to institutional investors.

3. Apr 02

   Offering announced

   24h Move

   +8.2%

   Announcement of $2.46M registered direct offering priced at the market.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrant, series c warrants, public offering, placement agent, +4 more

8 terms

pre-funded warrant financial

"each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

series c warrants financial

"and (ii) two (2) Series C Warrants to purchase one (1) share of Common Stock"

Series C warrants are tradable certificates issued alongside a later-stage financing round that give the holder the right to buy company shares at a fixed price within a set time window. They matter to investors because they can provide low-cost upside if the company’s share price rises, but they can also dilute existing shareholders when converted, similar to a coupon that lets someone buy concert tickets later at today’s price — good for the coupon holder, changing the crowd size and ticket value for everyone else.

public offering financial

"announced the closing of its previously announced public offering made on a reasonable"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

placement agent financial

"Aegis Capital Corp. acted as the exclusive placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

registration statement regulatory

"A registration statement on Form S-1 (No. 333-295800) previously filed"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

form s-1 regulatory

"A registration statement on Form S-1 (No. 333-295800) previously filed"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

prospectus regulatory

"A final prospectus describing the terms of the offering has been filed with the SEC"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

gross proceeds financial

"with gross proceeds to the Company of approximately $6.0 million, before deducting"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

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$6.0 million upfront with up to an additional approximately $12.0 million of potential aggregate gross proceeds upon the exercise in full of warrants.

FORT LAUDERDALE, FL / ACCESS Newswire / May 19, 2026 / Sunshine Biopharma Inc. (NASDAQ:SBFM) (the "Company"), a pharmaceutical company offering and developing life‑saving medicines across oncology, antivirals, and other key therapeutic areas, today announced the closing of its previously announced public offering made on a reasonable best efforts basis with gross proceeds to the Company of approximately $6.0 million, before deducting placement agent fees and other offering expenses payable by the Company.

The offering consisted of 12,000,000 Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant and (ii) two (2) Series C Warrants to purchase one (1) share of Common Stock per warrant at an initial exercise price of $0.50. The public offering price per Common Unit was $0.50 (or $0.49999 per Pre-Funded Unit, which is equal to the public offering price per Common Unit sold in the offering minus an exercise price of $0.00001 per share under the Pre-Funded Warrants). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full. The Series C Warrants are exercisable immediately and expire five years after the initial issuance date. The exercise price and number of shares issuable under the Series C Warrants are subject to adjustment as described in more detail in the final prospectus filed in connection with the offering.

Gross proceeds to the Company were approximately $6.0 million. The potential additional gross proceeds to the Company from the Series C Warrants, if fully-exercised on a cash basis, will be approximately $12.0 million. No assurance can be given that any of warrants will be exercised. The Company expects to use the net proceeds from the offering for general corporate purposes and working capital.

Aegis Capital Corp. acted as the exclusive placement agent for the offering. Sichenzia Ross Ference Carmel LLP acted as counsel to the Company. Kaufman & Canoles, P.C. acted as counsel to Aegis Capital Corp.

A registration statement on Form S-1 (No. 333-295800) previously filed with the U.S. Securities and Exchange Commission (the "SEC") on May 12, 2026 was declared effective by the SEC on May 18, 2026. The offering was made only by means of a prospectus. A final prospectus describing the terms of the offering has been filed with the SEC and is available on the SEC's website located at www.sec.gov. Electronic copies of the final prospectus may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the prospectus, which provides more information about the Company and such offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Sunshine Biopharma Inc.

Sunshine Biopharma currently markets 60 generic prescription drugs in Canada, with 12 additional launches planned for the remainder of 2026. The Company is also advancing two proprietary drug development programs:

• K1.1 mRNA, an mRNA‑Lipid Nanoparticle therapeutic candidate targeting liver cancer.

• PLpro protease inhibitor, a small‑molecule antiviral candidate for SARS‑related coronavirus infections.

Additional information is available at www.sunshinebiopharma.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company's product development and business prospects, the use of proceeds from the offering, and the exercise of any warrants, can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," "continue" or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans, including the risk factors described in the Company's documents filed with the Securities and Exchange Commission. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned as a result of these risks. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Camille Sebaaly, CFO
Direct Line: 514‑814‑0464
camille.sebaaly@sunshinebiopharma.com

SOURCE: Sunshine Biopharma Inc.

View the original press release on ACCESS Newswire

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Sunshine Biopharma (NASDAQ:SBFM) announce on May 19, 2026 about its public offering?

Sunshine Biopharma announced the closing of a public offering raising about $6.0 million in gross proceeds. According to Sunshine Biopharma, the deal comprised 12,000,000 Common or Pre-Funded Units, each priced at $0.50 per Common Unit.

How many units were sold in the Sunshine Biopharma (SBFM) May 2026 offering and at what price?

The company sold 12,000,000 Common Units (or Pre-Funded Units) at $0.50 per Common Unit. According to Sunshine Biopharma, each unit includes one share or pre-funded warrant plus two Series C Warrants with a $0.50 initial exercise price.

What are the terms of Sunshine Biopharma’s Series C Warrants issued in the SBFM May 2026 offering?

The Series C Warrants are immediately exercisable at an initial $0.50 per share and expire in five years. According to Sunshine Biopharma, full cash exercise could provide roughly $12.0 million in additional gross proceeds, though exercise is not assured.

How much total capital could Sunshine Biopharma (SBFM) raise from the May 2026 offering including warrant exercises?

The company raised about $6.0 million upfront and may receive up to ~$12.0 million more from warrant exercises. According to Sunshine Biopharma, this total depends on all Series C Warrants being exercised on a cash basis.

How will Sunshine Biopharma use the proceeds from its May 2026 SBFM public offering?

The company plans to use the net proceeds for general corporate purposes and working capital. According to Sunshine Biopharma, funds will support its operations as a pharmaceutical company in oncology, antivirals, and other therapeutic areas.

What is the role of the Pre-Funded Warrants in Sunshine Biopharma’s May 2026 SBFM offering?

Each Pre-Funded Unit includes a pre-funded warrant priced at $0.49999, with a $0.00001 exercise price per share. According to Sunshine Biopharma, these warrants are immediately exercisable and remain exercisable until fully exercised, offering an alternative to common shares.

Who acted as placement agent for Sunshine Biopharma’s May 2026 (SBFM) public offering?

Aegis Capital Corp. served as the exclusive placement agent for the offering. According to Sunshine Biopharma, legal counsel included Sichenzia Ross Ference Carmel for the company and Kaufman & Canoles for Aegis, supporting the transaction’s completion.