What did SBFM approve by written consent?

The consent approved issuance of more than 20% of outstanding common shares at a deemed discount to the Nasdaq Minimum Price for the public offering that closed October 9, 2026. It also approved specified adjustments to Series D Warrants, including voluntary exercise-price adjustments from time to time.

Sunshine Biopharma approves issuance exceeding 20%

The consent also covers specified adjustments to Series D Warrants and takes effect 20 days after the definitive information statement is mailed.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

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.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Sunshine Biopharma Inc. (SBFM) says CEO Dr. Steve N. Slilaty, who holds approximately 90% of the total voting power, approved three matters by written consent. The consent covers issuing more than 20% of outstanding common shares at a deemed discount to the Nasdaq Minimum Price immediately before execution of the Placement Agent Agreement for the public offering, which closed October 9, 2026.

The consent also approves adjustments to the exercise price or number of shares underlying Series D Warrants in a Share Combination Event, and voluntary exercise-price adjustments to outstanding Series D Warrants from time to time. It becomes effective 20 days after the definitive information statement relating to the consent is mailed to stockholders.

0 points · 0 major

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.

How the balance works How Sentiment works

0 major · 1 point

How the balance works

Positive

None.

Negative

Moderate pointConsent authorizes issuance of more than 20% of outstanding common shares at a deemed discount to the Nasdaq Minimum Price.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Issuance approval threshold: In excess of 20% of outstanding common stock Voting power held by CEO: Approximately 90% Consent effective date: 20 days

3 metrics

Issuance approval threshold In excess of 20% of outstanding common stock Approved issuance related to the public offering

Voting power held by CEO Approximately 90% Total voting power of the Company's stockholders

Consent effective date 20 days After the definitive information statement is mailed to stockholders

Key Terms

Nasdaq Minimum Price, Share Combination Event, Series D Warrants

3 terms

Nasdaq Minimum Price regulatory

"at a deemed discount to the Nasdaq Minimum Price"

A Nasdaq minimum price is the lowest share price a company must maintain to meet listing rules on the Nasdaq stock market, similar to a height requirement that determines whether someone can stay on a ride. If a stock falls below that threshold for a sustained period, the company can be warned or removed from the exchange, which can reduce investor liquidity, increase trading costs and signal potential financial trouble.

Series D Warrants financial

"shares underlying the Series D Warrants"

Series D warrants are tradable rights issued with a company's Series D financing round that allow the holder to buy a set number of shares at a fixed price for a limited period. They matter to investors because they create potential extra upside if the company’s value rises, but can also dilute existing shareholders when converted—think of them as coupons you can redeem for stock if the price becomes favorable, affecting ownership and future per-share value.

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Available on EDGAR 10/14/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/14/2026 - 04:05 PM EDT

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): October 13, 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)

(954) 330-0684

(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 5.07 Submission of Matters to a Vote of Security Holders.

On October 13, 2026, Dr. Steve N. Slilaty, as the holder of the majority of the voting power of the stockholders of Sunshine Biopharma Inc. (the “Company”), approved by written consent:

	·	to issue in excess of twenty percent (20%) of the outstanding shares of the Company’s common stock at a deemed discount to the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A)) immediately prior to execution of the Placement Agent Agreement for the Company’s public offering that closed on October 9, 2026 (the “Offering”).

	·	to any adjustment to the exercise price or number of shares of common stock underlying the Series D Warrants issued in the Offering in the event of a Share Combination Event pursuant to Section 3.7 of the Series D Warrants.

	·	to the voluntary adjustment, from time to time, of the exercise price of any and all currently outstanding Series D Warrants pursuant to Section 3.8 of the Series D Warrants.

The shareholder consent will be effective 20 days after the definitive information statement relating to such consent is mailed to stockholders. Dr. Slilaty, who is the Company’s chief executive officer, holds approximately 90% of the total voting power of the Company’s stockholders.

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: October 14, 2026	SUNSHINE BIOPHARMA INC.


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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Sunshine Biopharma approves issuance exceeding 20%