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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): September
24, 2025
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 4.01 Changes in Registrant’s Certifying Accountant
Effective September 24, 2025, Sunshine Biopharma
Inc. (the “Company”), dismissed Bush & Associates CPA LLC (“Bush & Associates”), as its independent registered
public accounting firm and retained M&K CPAS, PLLC (“M&K”) as its independent auditor. The decision to dismiss Bush
& Associates and retain M&K was approved by the unanimous consent of the Company’s board of directors and the Company’s
audit committee.
During the Company’s fiscal years ended
December 31, 2023 and 2024 and the subsequent interim period through September 24 , 2025, there were (i) no disagreements with Bush
& Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedures,
which disagreements, if not resolved to the satisfaction of Bush & Associates, would have caused Bush & Associates to make reference
to the subject matter of the disagreements in connection with its reports on the Company’s financial statements, and (ii) no “reportable
events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The audit reports of Bush & Associates on
the Company’s financial statements as of and for the years ended December 31, 2023 and 2024, did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
The Company provided Bush & Associates with a copy of the disclosures in this Current Report on Form 8-K and requested that Bush &
Associates furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Bush & Associates
agrees with the above statements. As of the date of the filing of this report, no such letter has been received. The Company will file
such letter following receipt by amendment to this report.
During the Company’s
two most recent fiscal years and in the subsequent interim period through September 24, 2025, neither the Company nor anyone acting
on its behalf consulted with M&K with respect to the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that would have been rendered on the Company’s financial statements, or any other matters
set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 16.1 |
|
Letter from Bush & Associates (to be filed by amendment) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 30, 2025 |
SUNSHINE BIOPHARMA INC. |
| |
|
| |
|
| |
By: /s/ Dr. Steve N. Slilaty |
| |
Dr. Steve N. Slilaty, Chief Executive Officer |
