Sunshine Biopharma (NASDAQ: SBFM) closes $6M unit deal with $12M warrant upside

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sunshine Biopharma Inc. completed a best efforts public unit offering, raising approximately $6.0 million in gross proceeds through 12,000,000 Common Units or Pre-Funded Units priced at $0.50 per Common Unit.

Each unit includes one share of common stock or one Pre-Funded Warrant plus two Series C Warrants, each Series C Warrant exercisable at $0.50 per share for five years. The Pre-Funded Warrants are immediately exercisable at $0.00001 per share until fully exercised. If all Series C Warrants are exercised on a cash basis, the Company could receive up to an additional approximately $12.0 million in gross proceeds.

The Company intends to use net proceeds for general corporate purposes and working capital, supporting its Canadian generic drug portfolio and proprietary programs in liver cancer and SARS-related coronavirus infections.

Insights

Sunshine Biopharma adds $6M cash now with further warrant-enabled upside.

Sunshine Biopharma raised approximately $6.0 million via 12,000,000 units at $0.50, each bundling equity (or a Pre-Funded Warrant) plus two Series C Warrants exercisable at $0.50 for five years.

This structure brings immediate cash while embedding leverage to potential future share price performance through warrants, which could add about $12.0 million more if fully exercised for cash. Actual additional proceeds depend entirely on future warrant holder decisions.

The company plans to direct net proceeds to working capital and general corporate uses, which may help fund its 60 marketed generics and two R&D programs. Future filings and financial statements will show how the new capital is deployed and whether any warrants are exercised.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Upfront gross proceeds: $6.0 million Potential warrant proceeds: $12.0 million Units sold: 12,000,000 units +5 more

8 metrics

Upfront gross proceeds $6.0 million Public unit offering gross proceeds

Potential warrant proceeds $12.0 million If all Series C Warrants exercised for cash

Units sold 12,000,000 units Common Units or Pre-Funded Units in offering

Unit price $0.50 per Common Unit Public offering price; $0.49999 per Pre-Funded Unit

Series C Warrant exercise price $0.50 per share Initial exercise price, 5-year term

Pre-Funded Warrant exercise price $0.00001 per share Immediate exercisability until fully exercised

Placement fee 7% of public offering price Fee payable to placement agent Aegis Capital

Non-accountable allowance 2% of public offering price Additional allowance to placement agent

Key Terms

best efforts public offering, Pre-Funded Warrants, Series C Warrants, Share Combination Event, +1 more

5 terms

best efforts public offering financial

"announced the pricing of a public offering made on a reasonable best efforts basis"

A best efforts public offering is a way a company sells new shares or bonds where the broker or bank agrees to try to sell as many securities as possible but does not promise to buy any unsold portion. Think of it like a salesperson taking items on consignment: they will work to sell them, but the seller bears the risk if some remain unsold. For investors, this matters because it can signal weaker demand and greater uncertainty about how many securities will actually be placed and how the price may move.

Pre-Funded Warrants financial

"one (1) share of Common Stock or one (1) Pre-Funded Warrant and (ii) two (2) Series C Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Series C Warrants financial

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

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.

forward-looking statements regulatory

"This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

05/19/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2026

SUNSHINE BIOPHARMA INC.

(Exact name of registrant as specified in its charter)

Colorado

001-41282

20-5566275

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer ID No.)

333 Las Olas Way

CU4 Suite 433

Fort Lauderdale, FL 33301

(Address of principal executive offices) (zip code)

(514) 426-6161

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered

Common Stock, par value $0.001	SBFM	The Nasdaq Stock Market LLC
Common Stock Purchase Warrants	SBFMW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 18, 2026, Sunshine Biopharma Inc. (the “Company”) entered into a placement agent agreement (the “Placement Agent Agreement”) with Aegis Capital Corp. (the “Placement Agent”), in connection with a best efforts public offering (the “Offering”) of (A) 11,160,000 Common Units, with each Common Unit consisting of (i) one share (the “Shares”) of the Company’s common stock (“Common Stock”), and (ii) two Series C warrants (the “Series C Warrants”), each Series C Warrant exercisable for one share of Common Stock; and (B) 840,000 Pre-Funded Units, each Pre-Funded Unit consisting of (i) one pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of Common Stock, and (ii) two Series C Warrants. The purchase price of each Common Unit was $0.50, and the purchase price of each Pre-Funded Unit was $0.49999. The Pre-Funded Warrants are immediately exercisable, have an exercise price of $0.00001 and may be exercised at any time until all Pre-Funded Warrants are exercised in full.

The Series C Warrants are exercisable immediately upon issuance at an initial exercise price of $0.50 and will expire five years from the date of issuance. If the Company effects any share split, share dividend, share combination, recapitalization or other similar transaction involving the Company’s common stock (a “Share Combination Event”), and the lowest volume weighted average price of the common stock during the period commencing five consecutive trading days immediately preceding and ending five consecutive trading days immediately following the Share Combination Event is less than the then-effective exercise price of the Series C Warrants, then the exercise price will be reduced (but not increased) to such lowest volume weighted average price, subject to a minimum exercise price of $0.25 (50% of the initial exercise price), and the number of shares issuable upon exercise will increase so that the aggregate exercise price payable upon full exercise of the Series C Warrants after such adjustment equals the aggregate exercise price payable upon full exercise immediately prior to such adjustment. The Share Combination Event provision will be effective only upon receipt of such stockholder approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market. The Series C Warrants will be subject to no more than one such adjustment upon a Share Combination Event.

The Offering closed on May 19, 2026. The gross proceeds to the Company were approximately $6 million, before deducting placement agent fees and other expenses payable by the Company.

The Offering was made pursuant to an effective registration statement on Form S-1 (File No. 333-295800) and the preliminary prospectus contained therein, which was filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 12, 2026, and declared effective on May 18, 2026. A final prospectus relating to the Offering was filed with the SEC on May 19, 2026.

Under the terms of the Placement Agent Agreement, the Placement Agent received a fee of 7% of the public offering price for the Offering and a non-accountable expense allowance of 2% of the public offering price. In addition, the Company reimbursed certain accountable expenses of the Placement Agent.

The foregoing description of the Placement Agent Agreement, Pre-Funded Warrants, and Series C Warrants is not complete and is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this report.

Item 8.01. Other Information.

On May 18, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as an exhibit to this report.

On May 19, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is filed as an exhibit to this report.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Placement Agent Agreement
10.2		Form of Pre-Funded Warrant
10.3		Form of Series C Warrant
99.1		Press Release, dated May 18, 2026
99.2		Press Release dated May 19, 2026
104		Cover Page Interactive Data File (formatted in Inline XBRL).

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 hereunto duly authorized.

Dated: May 19, 2026	SUNSHINE BIOPHARMA INC.


	By: /s/ Dr. Steve N. Slilaty
	Name: Dr. Steve N. Slilaty Title: Chief Executive Officer

Exhibit 99.1

Sunshine Biopharma Inc. Announces Pricing of $6.0 Million Public Offering

FORT LAUDERDALE, FL, MAY 18, 2026 (ACCESS NEWSWIRE) -- 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 pricing of a public offering made on a reasonable best efforts basis with gross proceeds to the Company expected to be 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 is $0.50 (or $0.49999 per Pre-Funded Unit, which is equal to the public offering price per Common Unit minus an exercise price of $0.00001 per share under the Pre-Funded Warrants). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. The Series C Warrants will be 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 to be filed in connection with the offering.

The transaction is expected to close on or about May 19, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering for general corporate purposes and working capital.

Aegis Capital Corp. is acting as the exclusive placement agent for the offering. Sichenzia Ross Ference Carmel LLP is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting 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 is being made only by means of a prospectus. A final prospectus describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus may be obtained, when available, 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.

	·	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 closing of the offering, and the use of proceeds from the offering, and 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

Exhibit 99.2

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

$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, MAY 19, 2026 (ACCESS NEWSWIRE) -- 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.

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: View Original Filing on SEC EDGAR

FAQ

What did Sunshine Biopharma (SBFM) announce in this 8-K filing?

Sunshine Biopharma reported closing a public unit offering raising about $6.0 million in gross proceeds. The deal combined common stock or Pre-Funded Warrants with Series C Warrants, providing immediate funding and potential additional capital from future warrant exercises.

How much capital did Sunshine Biopharma (SBFM) raise in the offering?

The company raised approximately $6.0 million in upfront gross proceeds from 12,000,000 units priced at $0.50 each. If all Series C Warrants issued in the deal are exercised for cash, Sunshine Biopharma could receive about an additional $12.0 million in gross proceeds.

What securities were included in Sunshine Biopharma’s SBFM unit offering?

Each unit consisted of one share of common stock or one Pre-Funded Warrant plus two Series C Warrants. Each Series C Warrant allows purchase of one share of common stock at an initial exercise price of $0.50, with a five-year term and adjustment features described in the prospectus.

What are the terms of Sunshine Biopharma’s Pre-Funded Warrants and Series C Warrants?

Pre-Funded Warrants are immediately exercisable at an exercise price of $0.00001 per share until fully exercised. Series C Warrants are immediately exercisable at $0.50 per share, expiring five years after issuance, with potential exercise price and share number adjustments following specified share combination events.

How does Sunshine Biopharma (SBFM) plan to use the offering proceeds?

Sunshine Biopharma expects to use the net proceeds for general corporate purposes and working capital. This funding may support its 60 marketed generic prescription drugs in Canada, planned additional launches, and its proprietary oncology and antiviral development programs.

Who acted as placement agent in Sunshine Biopharma’s SBFM public offering?

Aegis Capital Corp. served as the exclusive placement agent for the offering. Under the placement agent agreement, Aegis earned a 7% fee on the public offering price, plus a 2% non-accountable expense allowance, and reimbursement of certain accountable expenses related to the transaction.

Filing Exhibits & Attachments

9 documents

Sunshine Biopharma (NASDAQ: SBFM) closes $6M unit deal with $12M warrant upside

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