Major holder of Sunshine Biopharma (NASDAQ: SBFM) approves share and Series C warrant terms

Rhea-AI Filing Summary

Sunshine Biopharma Inc. reports that its majority stockholder, CEO Dr. Steve N. Slilaty, approved by written consent several actions tied to the company’s recent public offering that closed on May 19, 2026. The approval covers issuing more than twenty percent of the outstanding common shares at a deemed discount to the Nasdaq Minimum Price and allows certain exercise price and share-count adjustments for Series C Warrants in connection with a Share Combination Event or voluntary exercise price changes. The consent becomes effective 20 days after a definitive information statement is mailed to stockholders, with Dr. Slilaty holding approximately 86% of the total voting power.

Insights

Capital structure & governance analyst

Major holder formalizes approval for dilutive flexibility and warrant adjustments.

The filing shows that Sunshine Biopharma’s majority stockholder approved, by written consent, the ability to issue more than twenty percent of outstanding common shares at a deemed discount to the Nasdaq Minimum Price in connection with a completed public offering.

The consent also authorizes adjustment mechanisms for Series C Warrants, both for share combination events and voluntary exercise price changes. These provisions shape how future corporate actions could affect warrant economics and common shareholders, particularly around potential dilution and capital-raising flexibility.

The consent becomes effective 20 days after mailing of a definitive information statement to stockholders. With the CEO controlling approximately 86% of voting power, the approval reflects concentrated control over capital structure decisions, while timing and specific future actions will depend on subsequent company choices.

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 threshold: in excess of twenty percent (20%) of outstanding common stock CEO voting control: approximately 86% of total voting power Consent effectiveness period: 20 days +2 more

5 metrics

Issuance threshold in excess of twenty percent (20%) of outstanding common stock Approval to issue at a deemed discount to Nasdaq Minimum Price tied to May 19, 2026 offering

CEO voting control approximately 86% of total voting power Voting power held by Dr. Steve N. Slilaty as of the consent approval

Consent effectiveness period 20 days Delay after mailing of definitive information statement before consent becomes effective

Offering closing date May 19, 2026 Public offering referenced in approval for issuing over 20% of common stock

Approval date May 28, 2026 Date majority stockholder provided written consent for issuance and warrant terms

Key Terms

Nasdaq Minimum Price, Series C Warrants, Share Combination Event, written consent, +1 more

5 terms

Nasdaq Minimum Price financial

"at a deemed discount to the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A))"

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 C Warrants financial

"number of shares of common stock underlying the Series C Warrants issued in the Offering"

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.

Share Combination Event financial

"in the event of a Share Combination Event pursuant to Section 3.7 of the Series C Warrants"

written consent regulatory

"approved by written consent"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

definitive information statement regulatory

"effective 20 days after the definitive information statement relating to such consent is mailed"

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Understanding 8-K Material Events →

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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): May 28, 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) 330-6684

(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 May 28, 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 May 19, 2026 (the “Offering”).
	·	to any adjustment to the exercise price or number of shares of common stock underlying the Series C Warrants issued in the Offering in the event of a Share Combination Event pursuant to Section 3.7 of the Series C Warrants.
	·	to the voluntary adjustment, from time to time, of the exercise price of any and all currently outstanding Series C Warrants pursuant to Section 3.8 of the Series C 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 86% of the total voting power of the Company’s stockholders.

2

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 29, 2026	SUNSHINE BIOPHARMA INC.
	By: /s/ Dr. Steve N. Slilaty
	Dr. Steve N. Slilaty, Chief Executive Officer

3

FAQ

What did Sunshine Biopharma (SBFM) approve by written consent on May 28, 2026?

Sunshine Biopharma’s majority stockholder approved, by written consent, issuing more than twenty percent of outstanding common shares at a deemed discount and authorizing certain Series C Warrant exercise price and share-count adjustments tied to share combination events and voluntary exercise price changes.

How does the SBFM approval relate to the May 19, 2026 public offering?

The approval specifically covers issuing in excess of twenty percent of outstanding common stock at a deemed discount to the Nasdaq Minimum Price immediately before execution of the Placement Agent Agreement for the public offering that closed on May 19, 2026, and related Series C Warrant adjustments.

What changes were authorized for Sunshine Biopharma’s Series C Warrants?

The consent approves adjustments to the exercise price and number of common shares underlying Series C Warrants in a Share Combination Event under Section 3.7, and allows voluntary exercise price adjustments for currently outstanding Series C Warrants under Section 3.8 of those warrants.

When does the Sunshine Biopharma shareholder consent become effective?

The shareholder consent becomes effective 20 days after the definitive information statement describing the actions is mailed to stockholders, creating a waiting period before the approvals can take effect and be utilized by the company in its capital structure decisions.

How much voting power does SBFM’s CEO hold in this approval?

Dr. Steve N. Slilaty, Sunshine Biopharma’s chief executive officer, holds approximately 86% of the total voting power of the company’s stockholders, allowing him to approve these issuance and warrant adjustment actions unilaterally through written consent without a broader stockholder vote.

What is the Nasdaq Minimum Price referenced in Sunshine Biopharma’s approval?

The approval references the Nasdaq Minimum Price defined in Nasdaq Listing Rule 5635(d)(1)(A). It allows issuance of more than twenty percent of outstanding common shares at a deemed discount to that minimum price immediately before execution of the public offering’s Placement Agent Agreement.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.5 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.7 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB