Sunshine Biopharma Q3 net loss widens to $1.22M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Sunshine Biopharma Inc. (SBFM) reported third-quarter revenue of $9,442,325, compared with $9,417,179 a year earlier, and a net loss of $1,223,940 versus $883,820. For the first nine months, revenue was $26,794,777, down 3.4% from $27,728,750; net loss was $4,031,857 versus $3,834,425, and gross profit was $7,709,374 versus $9,226,832.
Cash and cash equivalents were $14,618,614 at September 30, 2026; operating activities used $4,374,080 over the nine months, compared with $3,715,409 a year earlier. Management estimates cash on hand plus cash generated from sales will fund operations for 29 months, while stating it has no committed capital sources and anticipates needing additional capital. After quarter-end, SBFM completed an approximately $6.0 million public offering on October 9, 2026, followed by a 1-for-20 reverse split on October 26. Its Canadian subsidiary marketed 61 generic prescription drugs, and two proprietary drug candidates were in animal testing.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointNine-month net loss rose to $4,031,857 from $3,834,425.
- Moderate pointCash used in operations increased to $4,374,080 from $3,715,409.
- Minor pointThird-quarter net loss rose to $1,223,940 from $883,820.
Filing Explained
The October offering included immediately exercisable warrants that could dilute existing holders; 823,772 common shares were outstanding on November 12, 2026.
The October 9 offering closed, and its pre-funded warrants were exercised at closing; its Series D warrants are immediately exercisable, so exercise can add common shares and reduce existing holders’ percentage ownership.
The offering comprised 525,455 Common Units, each with one common share and two Series D Warrants, and 20,000 Pre-Funded Units, each with one pre-funded warrant and two Series D Warrants; each Series D Warrant covers one share and expires five years after issuance.
Under the July 20 ATM agreement, sales of up to
An at-the-market program allows gradual sales of new shares into the market at prevailing prices rather than a single priced deal. Separately, 130,000 Series B preferred shares were outstanding at September 30, held by the CEO; they are nonconvertible and nonredeemable and carry 1,000 votes each. The company reported 823,772 common shares outstanding as of
Key Figures
Key Terms
at-the-market offering financial
pre-funded warrants financial
Series D Warrants financial
valuation allowance financial
Abbreviated New Drug Submission (ANDS) regulatory
lipid nanoparticle (LNP) medical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were SBFM’s third-quarter 2026 revenue and net loss?
How long does SBFM estimate its cash will fund operations?
What were the terms of SBFM’s October 2026 public offering?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended:
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State of other jurisdiction of incorporation) | (IRS Employer ID No.) |
(Address of principal executive offices)
(
(Issuer’s Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|
|
|
The The |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days:
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
The number of shares of the registrant’s common stock, par value $0.001, issued and outstanding as of November 12, 2026, was shares.
TABLE OF CONTENTS
| Page | ||
| PART I. FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 3 |
| Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 | 3 | |
| Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 4 | |
| Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 5 | |
| Consolidated Statement of Shareholders' Equity for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 6 | |
| Notes to Unaudited Consolidated Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25 |
| Item 4. | Controls and Procedures | 25 |
| PART II. OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 26 |
| Item 1A. | Risk Factors | 26 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 |
| Item 3. | Defaults Upon Senior Securities | 26 |
| Item 4. | Mine Safety Disclosures | 26 |
| Item 5. | Other Information | 26 |
| Item 6. | Exhibits | 26 |
| Signatures | 27 | |
| 2 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Sunshine Biopharma Inc.
Consolidated Balance Sheets
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Deposits | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Long-Term Assets: | ||||||||
| Property & equipment | ||||||||
| Intangible assets | ||||||||
| Right-of-use-asset | ||||||||
| Total Long-Term Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable & accrued expenses | $ | $ | ||||||
| Earnout payable | ||||||||
| Income tax payable | ||||||||
| Right-of-use-liability | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities: | ||||||||
| Right-of-use-liability | ||||||||
| Total Long-Term Liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS' EQUITY | ||||||||
| Preferred Stock Series B $ par value per share; shares authorized; shares issued and outstanding | ||||||||
| Common Stock $ par value per share; shares authorized; shares issued and outstanding at September 30, 2026 and shares issued and outstanding at December 31, 2025 | ||||||||
| Capital paid in excess of par value | ||||||||
| Accumulated comprehensive income | ( | ) | ( | ) | ||||
| Accumulated (Deficit) | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS' EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | $ | ||||||
See Accompanying Notes To These Financial Statements.
| 3 |
Sunshine Biopharma Inc.
Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
| 3 Months | 3 Months | 9 Months | 9 Months | |||||||||||||
| Ended | Ended | Ended | Ended | |||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| . | . | |||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of Sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| General & Administrative Expenses: | ||||||||||||||||
| Accounting | ||||||||||||||||
| Consulting | ||||||||||||||||
| Director fees | ||||||||||||||||
| Legal | ||||||||||||||||
| Marketing | ||||||||||||||||
| Office | ||||||||||||||||
| R&D | ||||||||||||||||
| Salaries | ||||||||||||||||
| Taxes | ||||||||||||||||
| Impairment of intangible assets | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total G & A | ||||||||||||||||
| (Loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense): | ||||||||||||||||
| (Loss) on asset sale | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||
| Miscellaneous income | ||||||||||||||||
| Total Other (Expense) | ||||||||||||||||
| Net (loss) before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net (Loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other Comprehensive Income: | ||||||||||||||||
| Foreign exchange translation | ( | ) | ( | ) | ||||||||||||
| Comprehensive (Loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic (Loss) per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Common Shares Outstanding (Basic) | ||||||||||||||||
See Accompanying Notes To These Financial Statements.
| 4 |
Sunshine Biopharma Inc.
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net (Loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Loss on sale of tangible assets | ||||||||
| Intangible asset impairment | ||||||||
| Stock issued for services | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Deposits | ( | ) | ||||||
| Prepaid expenses | ||||||||
| Reduction in right-of-use asset | ||||||||
| Accounts payable & accrued expenses | ( | ) | ||||||
| Lease liability | ( | ) | ( | ) | ||||
| Earnout payable | ( | ) | ||||||
| Income tax payable | ||||||||
| Net Cash Flows (Used In) Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Purchase of equipment | ( | ) | ||||||
| Proceeds from sale of tangible assets | ||||||||
| Net Cash Flows (Used In) Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from public offering of common stock, net | ||||||||
| Exercise of warrants | ||||||||
| Net Cash Flows Provided by Financing Activities | ||||||||
| Cash and Cash Equivalents at Beginning of Period | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Cash and Cash Equivalents at End of Period | $ | $ | ||||||
| Supplementary Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
See Accompanying Notes To These Financial Statements.
| 5 |
Sunshine Biopharma Inc.
Consolidated Statements of Shareholders' Equity (Unaudited)
| Number Of Common Shares | Common | Capital Paid in Excess of | Number Of Preferred Shares | Preferred | Comprehensive | Accumulated | ||||||||||||||||||||||||||
| Three Months Period | Issued | Stock | Par Value | Issued | Stock | Income | Deficit | Total | ||||||||||||||||||||||||
| Balance June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Common stock issued for services | – | |||||||||||||||||||||||||||||||
| Common stock issued through ATM offering | – | |||||||||||||||||||||||||||||||
| Reverse split share adjustment | ( | ) | – | |||||||||||||||||||||||||||||
| Net (loss) | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Net (loss) | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Nine Months Period | ||||||||||||||||||||||||||||||||
| Balance December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Exercise of Series B Warrants | – | |||||||||||||||||||||||||||||||
| Exercise of Series C Warrants | – | |||||||||||||||||||||||||||||||
| Public offering, net of issuance costs | – | |||||||||||||||||||||||||||||||
| Common stock issued for services | – | |||||||||||||||||||||||||||||||
| Common stock issued through ATM offering | – | |||||||||||||||||||||||||||||||
| Reverse split share adjustment | ( | ) | – | |||||||||||||||||||||||||||||
| Net (loss) | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Exercise of Series B Warrants | – | |||||||||||||||||||||||||||||||
| Public offering, net of issuance costs | – | |||||||||||||||||||||||||||||||
| Net (loss) | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
See Accompanying Notes To These Financial Statements.
| 6 |
Sunshine Biopharma Inc.
Notes to Unaudited Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2026 and 2025
Note 1 – Description of Business
The Company was incorporated under the name Mountain West Business Solutions, Inc. on August 31, 2006, in the State of Colorado. Effective October 15, 2009, the Company acquired Sunshine Biopharma Inc. in a transaction classified as a reverse acquisition. Upon completion of the reverse acquisition, the Company changed its name to Sunshine Biopharma Inc. and began operating as a pharmaceutical company.
Sunshine Biopharma has two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation with a portfolio of pharmaceutical products consisting of 61 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc., a Canadian corporation which develops and sells nonprescription, over-the-counter (“OTC”) supplements. The Company operates the two subsidiaries as a business segment. Sales of the OTC supplements represent less than 3% of the Company’s total annual sales.
The Company is not subject to material customer concentration risks as it sells its products directly to pharmacies in several Canadian Provinces. However, Provincial governments in Canada reimburse patients for their prescription drug expenditures to various degrees under drug reimbursement programs, making generic drugs prices highly dependent on government policies which may change over time. The most recent negotiations between the pan-Canadian Pharmaceutical Alliance (“pCPA”), the entity that negotiates drug prices on behalf of the government, and the Canadian Generic Pharmaceutical Association (“CGPA”) resulted in updated generic pricing for certain products which took effect on October 1, 2023 (the “2023 Generic Drug Pricing Agreement”). The updated prices are valid for three years and the agreement contains an option to extend for an additional two years. On June 11, 2026, the pCPA and CGPA announced an agreement to exercise the extension option and extended the 2023 Generic Drug Pricing Agreement for an additional two years, effective October 1, 2026. On February 10, 2024, the Canadian federal government joined the generic drug reimbursement program as a payor under the Pharmacare Act. These developments further strengthened the Canadian generic drug market.
In addition, the Company is engaged in the development of the following proprietary drugs:
| · | K1.1 mRNA, a lipid nano-particle (LNP) targeted for liver cancer | |
| · | SBFM-PL4, a protease inhibitor for treatment of SARS Coronavirus infections |
| 7 |
Note 2 – Basis of Presentation
The unaudited financial statements of the Company for the three and nine month periods ended September 30, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2025, was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2026. These financial statements should be read in conjunction with that report.
Note 3 – Reverse Stock Splits
Effective June 1, 2026 and October 26, 2026, the Company
completed a
Note 4 – Acquisition of Nora Pharma Inc.
On October 20, 2022, the Company acquired all
of the issued and outstanding shares of Nora Pharma Inc. (“Nora Pharma”), a Canadian privately held pharmaceutical company.
The purchase price for the shares was $
As part of the consideration for Nora Pharma,
the Company agreed to a $
| 8 |
Note 5 – Intangible Assets
Intangible assets consisted of the following:
| Schedule of intangible assets | ||||||||
| Period Ended | September
30, 2026 | December
31, 2025 | ||||||
| Intangible assets at beginning of period, net | $ | $ | ||||||
| Purchase of additional intangible assets | ||||||||
| Total | ||||||||
| Less impairment* | ( | ) | ||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
| * |
Note 6 – Plant, Property and Equipment
Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment begins in the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property, plant and equipment consist of the following:
| Schedule of property, plant and equipment | ||||||||
| Period Ended | September
30, 2026 | December
31, 2025 | ||||||
| Equipment | $ | $ | ||||||
| Computer equipment | ||||||||
| Furniture and fixtures | ||||||||
| Leasehold improvements | ||||||||
| Vehicles | ||||||||
| Total | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Plant, property and equipment, net | $ | $ | ||||||
| 9 |
Note 7 – Inventory
Inventory consists solely of finished goods purchased for resale. Inventory is stated at cost which represents the amount paid to acquire the finished goods. The Company evaluates inventory for potential obsolescence based on a combination of factors, including (i) aging, (ii) historical sell-through patterns, and (iii) product-specific considerations. When estimated net realizable value is lower than cost, the Company records an allowance for obsolescence for the difference. Write-downs are recorded within cost of goods sold and are not subsequently reversed.
Inventory is comprised of the following:
| Schedule of inventory | ||||||||
| Period Ended | September
30, 2026 |
December
31, 2025 |
||||||
| Inventory (finished goods) | $ | $ | ||||||
| Allowance for obsolete inventory | ( |
) | ( |
) | ||||
| Inventory, net of allowance | $ | $ | ||||||
Note 8 – Leases
The Company has obligations as a lessee for warehouse and office space with initial non-cancellable terms in excess of one year. The Company classified the lease as an operating lease. The lease contains a renewal option for a period of five years. Because the Company is certain to exercise the renewal option, the optional period is included in determining the lease term, and associated payments under the renewal option are included in the lease payments. The Company’s lease does not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease include fixed payments plus a variable payment. The Company’s office space lease requires it to make variable payments for the Company’s proportionate share of the building’s property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred.
Amounts reported on the balance sheet as of September 30, 2026 were as follows:
| Schedule of lease information | ||||
| Operating lease ROU asset | $ | |||
| Operating Lease liability - Short-term | $ | |||
| Operating lease liability - Long-term | $ | |||
| Remaining lease term | ||||
| Discount rate | ||||
Amounts disclosed for ROU assets obtained in exchange for lease obligations and reductions of ROU assets resulting from reductions of lease obligations include amounts reduced from the carrying amount of ROU assets resulting from deferred rent.
| 10 |
Maturities of lease liabilities under non-cancellable operating leases at September 30, 2026 are as follows:
| Schedule of maturities of lease liabilities | ||||
| 2026 | $ | |||
| 2027 | $ | |||
| 2028 | $ | |||
| 2029 | $ | |||
| Thereafter | $ | |||
Note 9 – Income Taxes
Our income tax benefits as stated reflect tax benefits recorded by Nora Pharma, the Company’s wholly owned Canadian subsidiary. Deferred tax benefits generated in the United States and Canada are offset by valuation allowances by jurisdiction. The Company maintains a full valuation allowance against its deferred tax assets because of cumulative losses and insufficient positive evidence of future taxable income.
Deferred tax assets are regularly reviewed for recoverability by jurisdiction and valuation allowances are established based on historical and projected future taxable income or losses and the expected timing of reversals of existing temporary differences. The Company has recorded valuation allowances against all of its deferred tax assets of September 30, 2026, and the Company expects to maintain these valuation allowances until there is sufficient evidence that future earnings can be achieved, which is uncertain at this time.
The Company operates through two Canadian subsidiaries that are subject to Canadian federal and provincial income taxes.
The Company recognizes a tax benefit from an uncertain tax position only when it is more likely than not that the position will be sustained upon examination, based on its technical merits. The amount recognized is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company has not recognized any material uncertain tax benefits in its financial statements.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States. Among other provisions, the OBBBA made permanent 100% bonus depreciation and domestic research-cost expensing and amended the rules under Sections 951A and 250 for taxable years beginning after December 31, 2025. The Company completed its assessment of the provisions applicable to its operations. The OBBBA did not have a material effect on the Company's income tax expense for the three and nine months ended September 30, 2026, primarily because the Company maintains a full valuation allowance against its net deferred tax assets and had no current-period Section 951A inclusion.
| 11 |
Note 10 – Management and Director Compensation
The Company paid its officers aggregate cash compensation
of $
The Company paid its directors aggregate cash
compensation of $
In April 2026, one of the directors of the Company
received a stock award of shares of common stock valued at $
Note 11 – Capital Stock
The Company’s authorized capital is comprised of shares of common stock, par value $, and shares of preferred stock, $ par value. As of September 30, 2026, the Company had authorized shares of Series B Preferred Stock. The Series B Preferred Stock is non-convertible and non-redeemable. It has a liquidation preference equal to the stated value of $0.10 per share, relative to the common stock and gives the holder the right to 1,000 votes per share. As of September 30, 2026, shares of Series B Preferred Stock were outstanding and held by the Company’s Chief Executive Officer.
On January 3, 2025, the Company issued shares
of common stock upon the exercise of Series B Warrants and received $
On April 2, 2025, the Company issued shares
of common stock upon the exercise of Series B Warrants and received $
On April 3, 2025, the Company issued an aggregate
of shares of common stock in connection with a registered direct offering and received $
On October 16, 2025, the Company issued
shares of common stock upon the exercise of Series B Warrants and received net proceeds of $
On April 14, 2026, the Company issued shares of common stock to one of its directors for services rendered to the Company.
On May 19, 2026, the Company completed a public
offering and received gross proceeds of approximately $
| 12 |
On August 7, 2026, the Company issued shares of common stock to one of its directors for services rendered to the Company.
As of September 30, 2026 and December 31, 2025, the Company had and shares of common stock issued and outstanding, respectively.
The Company has declared
Note 12 – Warrants
The Company accounts for issued warrants either as a liability or equity in accordance with ASC 480-10 or ASC 815-40. Under ASC 480-10, warrants are considered a liability if they are mandatorily redeemable and they require settlement in cash, other assets, or a variable number of shares. If warrants do not meet liability classification under ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the warrants should be classified as a liability or as equity. Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations as a gain or loss. If warrants do not require liability classification under ASC 815-40, in order to conclude warrants should be classified as equity, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP standard. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.
| 13 |
In 2022, 2023, 2024, 2025, and 2026, the Company completed seven (7) financing events, and in connection therewith, it issued warrants as follows:
| Schedule of warrants issued with financing | ||||||||||
| Issuance Date/Type | Number | Exercise Price | Expiry Date | |||||||
| Feb 17, 2022 (“Tradeable Warrants”)* | $ | |||||||||
| Mar 14, 2022 (“2022 Pre-Funded Warrants”) | $ | |||||||||
| Mar 14, 2022 (“Investor Warrants”) | $ | |||||||||
| Apr 28, 2022 (“April Warrants”) | $ | |||||||||
| May 16, 2023 (“May Pre-Funded Warrants”) | $ | |||||||||
| May 16, 2023 (“May Investor Warrants”) | $ | |||||||||
| Feb 15, 2024 (“2024 Pre-Funded Warrants”) | $ | |||||||||
| Feb 15, 2024 (“Series A Warrants”) | ** | $ | ** | |||||||
| Feb 15, 2024 (“Series B Warrants”) | ** | $ | ** | |||||||
| Apr 3, 2025 (“2025 Pre-Funded Warrants”) | $ | |||||||||
| May 19, 2026 (“Series C Warrants”) | ** | $ | ** | |||||||
| May 19, 2026 (“2026 Pre-Funded Warrants”) | $ | |||||||||
| * | |
| ** |
On February 11, 2024, the Company redeemed all
of the April Warrants and all of the May Investor Warrants for an aggregate purchase price of $
The Series A Warrants, which had been exercised
in full, expired on
As of September 30, 2026, all of the pre-funded
warrants, a total of Tradeable Warrants, Investor Warrants, Series B Warrants (as adjusted), and Series C Warrants
were exercised resulting in aggregate net proceeds of $
The Company’s outstanding warrants as of September 30, 2026 consisted of the following:
| Schedule of warrants outstanding | ||||||||||
| Type | Number | Exercise Price | Expiry Date | |||||||
| Tradeable Warrants | $ | |||||||||
| Investor Warrants | $ | |||||||||
| Series B Warrants | * | $ | * | |||||||
| Series C Warrants | $ | |||||||||
| * |
| 14 |
The following table sets forth the computation of basic* net (loss) per share:
| Schedule of basic net loss per share | ||||||||
| Nine Months Ended September 30, | 2026 | 2025 | ||||||
| Net gain (loss) attributable to common stock | $ | ( | ) | $ | ( | ) | ||
| Weighted average outstanding shares of common stock | ||||||||
| Net gain (loss) per share attributable to common stock | $ | ) | $ | ) | ||||
| * |
Note 14 – Segment Reporting
The Company operates as operating segment, which is also its reportable segment, as the Chief Executive Officer, acting as the Chief Operating Decision Maker (“CODM”), evaluates financial performance and allocates resources on a consolidated, enterprise-wide basis. The Company’s operations are managed as an integrated pharmaceutical business focused on the research, development, and commercialization of prescription drugs and supplements.
Although the Company conducts activities through multiple legal entities — including Sunshine Biopharma Inc. (U.S.), Sunshine Biopharma Canada Inc. (Canada), and Nora Pharma Inc. (Canada) — these entities operate under a unified management structure with shared economic characteristics, common product development objectives, and centralized decision making. As such, they do not meet the criteria for separate operating segments under ASC 280 – Segment Reporting.
In accordance with ASU 2023-07, the Company provides the following information regarding its single reportable segment:
| · | Measure of Segment Profit (Loss): The CODM evaluates performance using consolidated operating income (loss), which is consistent with the amounts presented in the accompanying consolidated financial statements. | |
| · | Significant Segment Expenses: Research and development expenses, and supply chain costs, selling and marketing expenses, and general and administrative expenses are all incurred and reviewed on a consolidated basis. | |
| · | Other Segment Items: Interest income, interest expense, foreign exchange gains and losses, and other non-operating items are also managed and reviewed on a consolidated basis. | |
| · | Reconciliation: As the Company has only one reportable segment, no additional reconciliation to consolidated totals is required beyond what is presented in the consolidated statements of operations. |
The Company’s operations are conducted in Canada and substantially all long-lived assets are located in this jurisdiction. Revenues are generated from customers located in Canada.
| 15 |
Note 15 – Legal Matters
On April 10, 2025, the Company terminated the
employment of Mr. Malek Chamoun, president of the Company’s wholly owned Canadian subsidiary, Nora Pharma. On April 17, 2025, the
Company received a demand letter from the attorneys of Mr. Chamoun requesting that the Company pay to Mr. Chamoun $7,307,025 CAD (approximately
$5,300,000 USD) within five (5) days. On July 8, 2026, the Company entered into an agreement of transaction and mutual release (the “Settlement
Agreement”) with Mr. Chamoun. Pursuant to the Settlement Agreement, the Company agreed to pay Mr. Chamoun $
Note 16 – Subsequent Events
On October 9, 2026, the Company completed a public offering and received gross proceeds of approximately $6.0 million. The offering consisted of (A) 525,455 common units (the “Common Units”), each consisting of (i) one share of the Company’s common stock, and (ii) two series D warrants (the “Series D Warrants”), each exercisable for one share of common stock; and (B) 20,000 pre-funded units (the “Pre-Funded Units”), each consisting of (i) one pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of common stock and (ii) two Series D Warrants. The purchase price of each Common Unit was $11.00, and the purchase price of each Pre-Funded Unit was $10.9998. The Pre-Funded Warrants have an exercise price of $0.0002 were exercised in full upon the closing of the Offering. The Series D Warrants are exercisable immediately and expire five years after the initial issuance date. The exercise price and number of shares issuable under the Series D Warrants are subject to adjustment as described in more detail in the final prospectus filed in connection with the offering.
On October 9, 2026, the Company received notice of a claim filed with the American Arbitration Association by the attorneys of Mr. Andrew Telsey, the Company’s former legal counsel, asserting that the Company owes Mr. Telsey unpaid compensation under an agreement for legal services dated January 1, 2023 and an unsigned consulting agreement dated November 1, 2024. The Company believes this claim is without merit and intends to defend its position vigorously.
On October 26, 2026, the Company completed a 1-for-20 reverse split of its common stock.
On November 2, 2026, the Company's Series B Warrants were adjusted to 11,233,359 warrants with an exercise price of $2.7674 per share as a result of the reverse split of the Company's common stock completed on October 26, 2026.
| 16 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The statements regarding Sunshine Biopharma Inc. contained in this Report that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Important factors known to us that could cause such material differences are identified in this report and in our annual report on Form 10-K for the year ended December 31, 2025. We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. You are advised, however, to consult any future disclosures we make on related subjects in future reports we file with the SEC.
About Sunshine Biopharma
We are a pharmaceutical company offering and researching life-saving medicines in a wide variety of therapeutic areas, including oncology and antivirals. We have two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation, through which we currently have 61 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc., a Canadian corporation through which we develop and sell OTC supplements.
In addition, we are conducting a proprietary drug development program which is comprised of (i) K1.1 mRNA, an LNP encapsulated mRNA targeted for liver cancer, and (ii) SBFM-PL4, a protease inhibitor for treatment of SARS Coronavirus infections.
Commercial Operations
Our commercial operations are focused on the procurement of rights to generic pharmaceutical products for sale, currently in Canada and ultimately around the world. We seek to secure such rights through various types of strategic arrangements, including:
| · | In-licensing and Supply Agreements: Nora Pharma acquires the rights to import, market, sell and distribute the products in Canada by purchasing the drug dossiers from strategic partners. Nora Pharma then files the dossiers with Health Canada to obtain regulatory approval prior to marketing. The approval process at Health Canada takes on average of 12 months. The products are sold under Nora Pharma label. | |
| · | Cross-licensing: Nora Pharma acquires the rights to import, market, sell and distribute the products in Canada by receiving an authorization letter from pharmaceutical partners. The partners’ products are already approved in Canada but we are still required to obtain our own approval from Health Canada, which takes on average 45-60 days. The products are sold under Nora Pharma label. | |
| · | Distribution Agreements: Nora Pharma acquires the rights to market, sell and distribute the products in Canada by signing distribution agreements with various pharmaceutical partners. The partners’ products are already approved by Health Canada. The products are sold under the partners’ label. |
| 17 |
Generic drugs are pharmaceutically equivalent to the brand name drugs. They contain identical medicinal ingredients in the same amounts as the brands. Generic medications, however, may have different non-medicinal ingredients than the brand name drugs, but the generic developer must show that these do not affect the safety, efficacy, or quality of the drug compared to the brand. When a generic drugs company wants to sell a generic drug in Canada, it must file a generic drug submission with Health Canada. The submission is called an Abbreviated New Drug Submission (ANDS). The submission is reviewed by scientists and health care experts at Health Products and Food Branch (HPFB) of Health Canada. All generic drug submissions go through the same process as the brand name drug submissions. If the evaluation shows that the generic drug meets all regulatory requirements (including patent and data protection considerations), Health Canada will issue a Notice of Compliance (NOC) and a Drug Identification Number (DIN) to the applicant. The NOC and DIN signal the drug's official approval in Canada and permit the applicant to market the drug in Canada. Once a company obtains the NOC and DIN for a drug, then it begins the process with Pan-Canadian Pharmaceutical Alliance (pCPA) to have the drug listed on the provincial and territorial formularies and federal government drug benefit plans.
We currently have the following generic prescription drugs on the market in Canada:
| Drug* | Therapeutic Area | Brand | ||
| Alendronate | Osteoporosis | Fosamax® | ||
| Amlodipine | Cardiovascular | Norvasc® | ||
| Apixaban | Cardiovascular | Eliquis® | ||
| Aripiprazole | Antipsychotic | Abilify® | ||
| Atorvastatin | Cardiovascular | Lipitor® | ||
| Azithromycin | Antibacterial | Zithromax® | ||
| Betahistine | Vertigo | Serc® | ||
| Bilastine | Allergy | Blexten® | ||
| Candesartan | Hypertension | Atacand® | ||
| Candesartan HCTZ | Hypertension | Atacand Plus® | ||
| Celecoxib | Anti-inflammatory | Celebrex® | ||
| Cetirizine | Allergy | Reactine® | ||
| Ciprofloxacin | Antibiotic | Cipro® | ||
| Citalopram | Central nervous system | Celexa® | ||
| Clindamycin | Antibiotic | Dalacin® | ||
| Clopidogrel | Cardiovascular | Plavix® | ||
| Dapagliflozin | Diabetes | Forxiga® | ||
| Docusate | Gastrointestinal | Colace® | ||
| Donepezil | Central nervous system | Aricept® | ||
| Doxycycline | Antibacterial | Vibramycin® | ||
| Duloxetine | Central nervous system | Cymbalta® | ||
| Dutasteride | Urology | Avodart® | ||
| Escitalopram | Central nervous system | Cipralex® | ||
| Ezetimibe | Cardiovascular | Ezetrol® |
| 18 |
| Finasteride | Urology | Proscar® | ||
| Fluconazole | Antifungal | Diflucan® | ||
| Fluoxetine | Central nervous system | Prozac® | ||
| Gabapentin | Central nervous system | Neurontin® | ||
| Hydroxychloroquine | Antimalarial | Plaquenil® | ||
| Letrozole | Oncology | Femara® | ||
| Levetiracetam | Central nervous system | Keppra® | ||
| Lurasidone | Antipsychotic | Latuda® | ||
| Metformin | Diabetes | Glucophage® | ||
| Mirtazapine | Central nervous system | Remeron® | ||
| Montelukast | Allergy | Singulair® | ||
| Olanzapine | Central nervous system | Zyprexa® | ||
| Olanzapine ODT | Central nervous system | Zyprexa® | ||
| Olmesartan | Cardiovascular | Olmetec® | ||
| Olmesartan HCTZ | Cardiovascular | Olmetec Plus® | ||
| Pantoprazole | Gastroenterology | Pantoloc® | ||
| Paroxetine | Central nervous system | Paxil® | ||
| Perindopril | Cardiovascular | Coversyl® | ||
| Pravastatin | Cardiovascular | Pravachol® | ||
| Pregabalin | Central nervous system | Lyrica® | ||
| Prucalopride | Women's Health | Resotran® | ||
| Quetiapine | Central nervous system | Seroquel® | ||
| Quetiapine XR | Central nervous system | Seroquel XR® | ||
| Ramipril | Cardiovascular | Altace® | ||
| Rizatriptan ODT | Central nervous system | Maxalt® ODT | ||
| Rosuvastatin | Cardiovascular | Crestor® | ||
| Sertraline | Central nervous system | Zoloft® | ||
| Sildenafil | Urology | Viagra® | ||
| Tadalafil | Urology | Cialis® | ||
| Telmisartan | Cardiovascular | Micardis® | ||
| Telmisartan HCTZ | Cardiovascular | Micardis Plus® | ||
| Topiramate | Anticonvulsant | Topamax® | ||
| Ursodiol | Cholelithiasis | Urso® | ||
| Varenicline | Smoking cessation | Champix® | ||
| Zolmitriptan | Central nervous system | Zomig® | ||
| Zopiclone | Central nervous system | Imovane® |
* Our distribution agreements were terminated effective December 31, 2025, reducing the drugs we have on the market from 71 to 61.
| 19 |
In addition to the 61 drugs currently on the market, we have 21 additional drugs in our pipeline including 4 we anticipate launching during the remainder of 2026. These additional drugs will address various human health areas including cardiovascular, oncology, gastroenterology, central nervous system, diabetes, urology, endocrinology, anti-infective, and anti-inflammatory.
We believe the addition of these products to our existing portfolio will strengthen our presence in the Canadian $11.2 billion a year generic drug market (IMARC Group) and provide us with greater access to pharmacies as we become more of a go-to supplier for every-day and specialty medicines.
Research and Development
The following table summarizes our proprietary drugs in development:
| Drug Candidate | Therapeutic Area/Indication | Development Stage | ||
| K1.1 (mRNA LNP) | Oncology (Liver Cancer) | Animal Testing | ||
| SBFM-PL4 (Small Molecule) | Antiviral (SARS Coronavirus Infections) | Animal Testing |
K1.1 Anticancer mRNA
In June 2021, we initiated a new research project in which we set out to determine if certain mRNA molecules can be used as anti-cancer agents. The data collected to date have shown that a selected group of mRNA molecules are capable of destroying cancer cells in vitro including multidrug resistant breast cancer cells (MCF-7/MDR), ovarian adenocarcinoma cells (OVCAR-3), and pancreatic cancer cells (SUIT-2). Studies using non-transformed (normal) human cells (HMEC cells) showed that these mRNA molecules had little cytotoxic side effects. These new mRNA molecules, bearing the laboratory name K1.1, were adapted for delivery into patients using a lipid nanoparticle (LNP) technology similar to the one employed in the COVID-19 mRNA vaccines. On April 20, 2022, we filed a provisional patent application in the United States covering our K1.1 mRNA molecules. The patent application was converted into a PCT Application on October 18, 2024 and published by the United States Patent and Trademark Office (“USPTO”) on September 4, 2025.
In November 2022, we concluded an agreement with a specialized commercial partner for the purposes of formulating our K1.1 mRNA molecules into specific lipid nanoparticles for use in test animals including xenograft mice. The initial results of our animal testing indicated that our K1.1 mRNA-LNP constructs were effective at reducing the size of liver cancer tumors in xenograft mice. We are currently seeking to confirm these results by conducting additional xenograft experiments on a broader scale and in more detailed dose-response studies.
SBFM-PL4 SARS Coronavirus Treatment
The initial genome expression products following infection by Betacoronavirus, the causative agent of COVID-19, are two large polyproteins, referred to as pp1a and pp1ab. These two polyproteins are cleaved at 15 specific sites by two virus encoded proteases, called Mpro and PLpro, to generate 16 different non-structural proteins essential for viral replication. Mpro and PLpro represent attractive anti-viral drug development targets as they play a central role in the early stages of viral replication. PLpro is of particular interest as a therapeutic target in that, in addition to processing essential viral proteins, it is also responsible for suppression of the human immune system making the virus more life-threatening. PLpro is present only in Betacoronaviruses, the subgroup of Coronaviruses represented by the highly pathogenic SARS-CoV, MERS-CoV, and SARS-CoV-2.
| 20 |
Our Anti-Coronavirus research effort has been focused on developing an inhibitor of PLpro and, on May 22, 2020, we filed a provisional patent application in the United States covering composition subject matter pertaining to small molecules for inhibition of the Coronavirus PLpro as well as Mpro. Our provisional patent application, entitled Inhibitors of Coronavirus Protease, was converted into a PCT patent application on April 30, 2021. On May 12, 2026, the United States Patent and Trademark Office (“USPTO”) issued U.S. Patent No. 12,624,066 B2, entitled Compounds and Methods for Treatment of Coronavirus Infection. This newly issued patent protects our aforesaid technology for new chemical entities designed to inhibit coronavirus replication. We have been informed by the USPTO that our new patent is eligible for an extension of 706 days and will therefore expire in 2043 instead of 2041.
In February 2022, we expanded our PLpro inhibitors research effort by entering into a research agreement with the University of Arizona for the purposes of conducting research focused on determining the in vivo safety, pharmacokinetics, and dose selection properties of three University of Arizona owned PLpro inhibitors, to be followed by efficacy testing in mice infected with SARS-CoV-2 (the “Research Project”). Under the agreement, the University of Arizona granted us a first option to negotiate a commercial, royalty-bearing license for all intellectual property developed by University of Arizona under the Research Project. In addition, we and the University of Arizona have entered into an option agreement (the “Option Agreement”) whereby we were granted a first option to negotiate a royalty-bearing commercial license for the underlying technology of the Research Project. On September 13, 2022, we exercised our options, and on February 24, 2023, we entered into an exclusive worldwide license agreement with the University of Arizona for all of the technology related to the Research Project.
We have since broadened our objective to include the development of a first-in-class PLpro inhibitor to treat SARS-CoV2 and potentially SARS-CoV and MERS-CoV infection in patients who could not use Paxlovid, Molnupiravir, or Remdesivir, due to concerns about drug interactions and possible rebound infections and other side effects.
Our current lead compound has been found to be active at sub micromolar concentrations against PLpro and exhibited antiviral activity in SRAS-CoV-2 infected cells as well as in cells infected with several different variants of concern. In addition, our compound had favorable pharmacokinetics properties in rodent species and exhibited preferred drug accumulation in the lungs over plasma. The compound was found to be orally active in a K18-human-ACE2 transgenic mouse model and to significantly reduce virus load in the lungs of infected animals in a dose-dependent manner without gross toxicities. In August 2024, we published these and other research results related to this project in the Journal of Medicinal Chemistry (J. Med. Chem. 2024, 67, 13681−13702). Additional research results on our lead compound have more recently been published also in the Journal of Medicinal Chemistry in March 2026 (J. Med. Chem. 2026, 69, 8433−8450). Copies of these articles are available on our website at: www.sunshinebiopharma.com/scientific-publications/.
Intellectual Property
On May 22, 2020, we filed a provisional patent application in the United States for a new treatment for Coronavirus infections. Our patent application, entitled Inhibitors of Coronavirus Protease, covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro, an enzyme that is essential for viral replication. The patent application has a priority date of May 22, 2020. On April 30, 2021, we filed a PCT application containing new research results and extending coverage to include the Coronavirus Papain-Like protease, PLpro. The priority date of May 22, 2020 has been maintained in the newly filed PCT application. On May 12, 2026, the United States Patent and Trademark Office (“USPTO”) issued U.S. Patent No. 12,624,066 B2, entitled “Compounds and Methods for Treatment of Coronavirus Infection.” This newly issued patent protects our aforesaid technology for new chemical entities designed to inhibit coronavirus replication. We have been informed by the USPTO that our new patent is eligible for an extension of 706 days and will therefore expire in 2043 instead of 2041.
| 21 |
On April 20, 2022, we filed a provisional patent application in the United States covering mRNA molecules capable of destroying cancer cells in vitro. The patent application contains composition and utility subject matter pertaining to the structure and sequence of the relevant mRNA molecules. The patent application was converted into a PCT Application on October 18, 2024 and published by the USPTO on September 4, 2025.
Effective February 24, 2023, we became the exclusive, worldwide licensee of the University of Arizona for three (3) patents related to small molecules which inhibit the Coronavirus protease, PLpro.
Our wholly owned subsidiary, Nora Pharma, owns over 144 DIN’s issued by Health Canada for prescription drugs currently on the market in Canada. These DIN’s were secured through in-licenses or cross-licenses from international manufacturers of generic pharmaceutical products.
In addition, we own five (5) NPN’s issued by Health Canada including (i) NPN 80089663 which authorizes us to manufacture and sell our in-house developed OTC product, Essential•9™, (ii) NPN 80093432 which authorizes us to manufacture and sell the OTC product, Calcium-Vitamin D, (iii) NPN 80125047 which authorizes us to manufacture and sell the OTC product, L-Citrulline, (iv) NPN 80127436 which authorizes us to manufacture and sell the OTC product, Taurine, and (v) NPN 80109636 which authorizes us to manufacture and sell the OTC product, Vitamin D3.
On September 30, 2025, we received official trademark registration from the USPTO (Registration No. 7,963,385) for “Sunshine Biopharma Inc.” and Design.
On April 15, 2026, we received official trademark registration from the Canadian Intellectual Property Office of Canadian trademark registration (Registration No. LMC/TMA 1,402,862) for “Sunshine Biopharma Inc.” and Design.
Results of Operations
Comparison of results of operations for the three months ended September 30, 2026 and 2025
During the three months ended September 30, 2026, we generated $9,442,325 in sales, compared to $9,417,179 for the three months ended September 30, 2025, an increase of $25,146. The direct cost for generating these sales was $6,340,623 (67.2%) for the three months ended September 30, 2026, compared to $6,343,639 (67.4%) for the three months ended September 30, 2025, largely unchanged. Our gross profit for the three months ended September 30, 2026 was $3,101,702 (32.8%), compared to $3,073,540 (32.6%) for the three months ended September 30, 2025, substantially unchanged.
General and administrative expenses during the three-month period ended September 30, 2026 were $4,392,194, compared to $4,160,153 during the three-month period ended September 30, 2025, an increase of $232,041. The modest increase was the net result of increases in certain expense categories against decreases in others. Specifically, while we saw an increase in consulting fees of $487,945, legal fees of $195,510 and office expenses of $203,934, there was a decrease in marketing expenses by $36,682, R&D expenses by $117,735, intangible assets impairment by $554,650, and R&D by $183,010.
Overall, we incurred a loss of $1,290,492 from our operations for the three months ended September 30, 2026, compared to a loss of $1,086,613 from our operations in the three-month period ended September 30, 2025, an increase of $203,879.
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We had interest income of $76,850 during the three months ended September 30, 2026, compared to interest income of $75,352 during the three months ended September 30, 2025.
As a result, we incurred a net loss of $1,223,940 ($7.10 per share) for the three months ended September 30, 2026, compared to a net loss of $883,820 ($38.80 per share) for the three months ended September 30, 2025.
Comparison of results of operations for the nine months ended September 30, 2026 and 2025
During the nine months ended September 30 2026, we generated revenues of $26,794,777, compared to revenue of $27,728,750 for the nine months ended September 30, 2025, a decrease of $933,973, or 3.4%. The direct cost for generating these revenues was $19,085,403 for the nine months ended September 30, 2026 (71.2%), compared to $18,501,918 (66.7%) for the nine months ended September 30, 2025. Our gross profit decreased by $1,517,458 from $9,226,832 for the nine months ended September 30, 2025, to $7,709,374 for the same period in 2026. The decrease was due to an increase in the cost of goods sold by approximately 4.5%.
General and administrative expenses during the nine-month period ended September 30, 2026, were $12,008,321, compared to $13,663,850 during the nine-month period ended September 30, 2025, a decrease of $1,655,529. The significant decrease was primarily attributable to a $1,616,459 impairment of intangible assets which did not occur in the nine months ended September 30, 2026. The other expense categories which contributed to the decrease were consulting fees which decreased by $152,057, marketing expenses which decreased by $177,141, and R&D expenses which decreased by $484,298. These were partially offset by an increase in legal fees of $523,395. Overall, we incurred a loss of $4,298,947 from our operations in the nine-month period ended September 30, 2026, compared to a loss from operations of $4,437,018 in the similar period of 2025, a decrease of $138,071.
We had interest income of $174,092 during the nine months ended September 30, 2026, compared to interest income of $223,434 during the nine months ended September 30, 2025. The decrease in interest income was a result of having less cash on hand in the 2026 period compared to 2025.
In addition, we had a one-time payment of $103,320 in the nine months ended September 30, 2026 which we did not have in the nine months ended September 30, 2025. This amount was allocated to us as part of a settlement of a class-action lawsuit against BF Borgers CPA PC, our previous auditor whom we terminated in May 2024.
As a result of the foregoing, we incurred a net loss of $4,031,857 ($44.95 per share) for the nine-month period ended September 30, 2026, compared to a net loss of $3,834,425 ($195.37 per share) for the nine-month period ended September 30, 2025.
Liquidity and Capital Resources
As of September 30, 2026, we had cash and cash equivalents of $14,618,614.
Net cash used in operating activities was $4,374,080 during the nine months ended September 30, 2026, compared to $3,715,409 during the nine months ended September 30, 2025, an increase of $627,426 due to payment of a manufacturing deposit ($422,880) and the remaining earnout ($295,797).
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Cash flows used in investing activities were $84,276 for the nine months ended September 30, 2026, compared to $786,097 for the nine months ended September 30, 2025. The decrease was the result of fewer purchases of equipment and intangible assets.
Cash flows provided by financing activities were $10,036,080 during the nine months ended September 30, 2026, compared to $4,023,908 during the nine months ended September 30, 2025. The increase was a result of a financing event which was completed on May 19, 2026.
We are currently generating revenue of approximately $9 million per quarter and incurring a quarterly cash deficit of approximately $1.5 million. Our attention is currently focused on increasing sales and streamlining operations to reduce expenses. We estimate that our existing cash on hand together with cash we generate from sales will be sufficient to fund our operations for the next 29 months. There is no assurance that future results will be in line with our current estimates. We have no committed sources of capital and we anticipate that we will need to raise additional capital in the future for expansion of our generic pharmaceutical sales operations and further research and development. Additional capital may not be available on terms acceptable to us, or at all.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
For a detailed list of significant accounting policies, please see our annual report on Form 10-K for the fiscal year ended December 31, 2025, including our financial statements and notes thereto included therein as filed with the SEC on April 3, 2026.
Recently Adopted Accounting Standards
We have adopted all new accounting standards impacting operations.
Off Balance-Sheet Arrangements
We have not entered into any off-balance sheet arrangements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.
Based on this evaluation, our management, including our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2026, at reasonable assurance levels.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Except as disclosed in Note 16 to the financial statements included in this report, we are not party to, and our property is not the subject of, any material legal proceedings.
ITEM 1A. RISK FACTORS
We are a smaller reporting company and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
During the
quarter ended September 30, 2026, no Director or Officer of the Company
ITEM 6. EXHIBITS
| Exhibit No. | Description | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2022* | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 101 | Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q.* | |
| 104 | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.* |
| * | Filed herewith. | |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on November 12, 2026.
| SUNSHINE BIOPHARMA INC. | |||
| By: | /s/ Dr. Steve N. Slilaty | ||
| Dr. Steve N. Slilaty | |||
| Chief Executive Officer (principal executive officer) | |||
| By: | /s/ Camille Sebaaly | ||
|
Camille Sebaaly Chief Financial Officer (principal financial and accounting officer) |
|||
| 27 |