Sunshine Biopharma offering raises about $6M gross
Full cash exercise of the Series D warrants could add approximately $14.4 million in gross proceeds, but exercise is not assured.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Sunshine Biopharma Inc. (SBFM) closed a best-efforts public offering of 10,909,082 units on October 9, 2026, generating approximately $6.0 million in gross proceeds before placement-agent fees and other expenses payable by the company. Common Units were priced at $0.55 and Pre-Funded Units at $0.54999; each included two Series D warrants, immediately exercisable at $0.66 per share and expiring five years from issuance. The Pre-Funded Warrants were exercised in full before closing.
Full cash exercise of the Series D warrants could provide approximately $14.4 million in additional gross proceeds, but exercise is not assured. The company expects to use net proceeds for general corporate purposes and working capital. Aegis Capital Corp. received 7% of the public offering price, a 1% non-accountable expense allowance, and reimbursement of certain accountable expenses. A Share Combination Event may trigger a price reduction if the lowest VWAP in the period spanning the five consecutive trading days immediately before and after the event is below the then-effective price; the new price is the greater of that VWAP and $0.275. The provision adjusts the share count to preserve aggregate exercise price, is limited to one adjustment, and is subject to any required stockholder approval.
8-K Event Classification
Key Figures
Key Terms
reasonable best efforts basis financial
Pre-Funded Warrants financial
Series D Warrants financial
volume weighted average price (VWAP) financial
FAQ
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How much money did SBFM raise in its October 2026 offering?
What securities and warrant terms were included in SBFM's offering?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer ID No.) |
(Address of principal executive offices) (Zip Code)
(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 |
| The | ||
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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:
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 October 8, 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) 10,509,082 common units (the “Common Units”), each consisting of (i) one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) two Series D warrants (the “Series D Warrants”), each exercisable for one share of Common Stock; and (B) 400,000 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 $0.55, and the purchase price of each Pre-Funded Unit was $0.54999. 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 Pre-Funded Warrants were exercised in full prior to the closing of the Offering.
The Series D Warrants are exercisable immediately upon issuance at an initial exercise price of $0.66 per share (equal to 120% of the public offering price per Common Unit) 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 (“VWAP”) 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 D Warrants, then the exercise price will be reduced (but not increased) to the greater of such lowest VWAP, and a minimum floor price of $0.275 (50% of the public offering price per Common Unit), and the number of shares issuable upon exercise will increase so that the aggregate exercise price payable upon full exercise of the Series D 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 D Warrants will be subject to no more than one such adjustment upon a Share Combination Event.
The Offering closed on October 9, 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. 333-299274) and the preliminary prospectus contained therein, which was filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 2, 2026 and declared effective on October 7, 2026. A final prospectus relating to the Offering was filed with the SEC on October 9, 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 1% 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 D 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.
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Item 8.01. Other Events.
On October 8, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this report.
On October 9, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is filed as Exhibit 99.2 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Placement Agent Agreement | |
| 10.2 | Form of Pre-Funded Warrant | |
| 10.3 | Form of Series D Warrant | |
| 99.1 | Press Release, dated October 8, 2026 | |
| 99.2 | Press Release dated October 9, 2026 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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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 hereunto duly authorized.
| Dated: October 9, 2026 | SUNSHINE BIOPHARMA INC. |
| By: /s/ Dr. Steve N. Slilaty | |
Name: Dr. Steve N. Slilaty Title: Chief Executive Officer |
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Exhibit 99.1
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On Thursday, October 08, 2026 at 8:00 AM ET |
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Sunshine Biopharma Inc. Announces Pricing of $6.0 Million Public Offering
FORT LAUDERDALE, FL / ACCESS Newswire / October 8, 2026 / Sunshine Biopharma Inc. (NASDAQ:SBFM) (the "Company"), a pharmaceutical company specializing in generic and specialty prescription medications, including drugs in the areas of oncology and antivirals, 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 consists of 10,909,083 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 D Warrants to purchase one (1) share of Common Stock per warrant at an initial exercise price of $0.66. The public offering price per Common Unit is $0.55 (or $0.54999 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 D 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 D 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 October 9, 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. 333-299274) previously filed with the U.S. Securities and Exchange Commission (the "SEC") on October 2, 2026 was declared effective by the SEC on October 7, 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 the prospectus in its entirety, 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.
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About Sunshine Biopharma Inc.
Sunshine Biopharma currently has 61 generic prescription drugs on the market in Canada and approximately 11 additional drugs expected to be launched in the remainder of 2026. In addition, Sunshine Biopharma is conducting a proprietary drug development program which is comprised of (i) K1.1 mRNA, an mRNA-Lipid Nanoparticle targeted for liver cancer, and (ii) PLpro protease inhibitor, a small-molecule for treatment of SARS Coronavirus infections. For more information, please visit: 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.
For more information, please contact:
Camille Sebaaly, CFO
Direct Line: 514-814-0464
camille.sebaaly@sunshinebiopharma.com
SOURCE: Sunshine Biopharma Inc.
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Exhibit 99.2
Sunshine Biopharma Inc. Announces Closing of up to $20.4 Million Public Offering
$6.0 million upfront with up to an additional approximately $14.4 million of potential aggregate gross proceeds upon the exercise in full of warrants.
FORT LAUDERDALE, FL, OCTOBER 9, 2026 (ACCESS NEWSWIRE) -- Sunshine Biopharma Inc. (NASDAQ: SBFM) (the “Company”), a pharmaceutical company specializing in generic and specialty prescription medications, including drugs in the areas of oncology and antivirals, 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 10,909,082 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 D Warrants to purchase one (1) share of Common Stock per warrant at an initial exercise price of $0.66. The public offering price per Common Unit was $0.55 (or $0.54999 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 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.
Gross proceeds to the Company were approximately $6.0 million. The potential additional gross proceeds to the Company from the Series D Warrants, if fully-exercised on a cash basis, will be approximately $14.4 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. 333-299274) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 2, 2026 was declared effective by the SEC on October 7, 2026. The offering was made only by means of a prospectus. A final prospectus describing the terms of the offering has been filed with the SEC and is available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the prospectus, which provides more information about the Company and such offering.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Sunshine Biopharma Inc.
Sunshine Biopharma currently markets 61 generic prescription drugs in Canada, with approximately 11 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. |
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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
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