UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Information Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) |
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Definitive Information Statement |
Sunshine Biopharma
Inc.
(Name of Registrant as Specified In Its Charter)
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Sunshine Biopharma Inc.
333 Las Olas Way
CU4 Suite 433
Fort Lauderdale, FL 33301
NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
NOTICE
IS HEREBY GIVEN that the holder of a majority of the voting power of the stockholders of Sunshine Biopharma Inc. (the “Company,”
“we,” “us,” or “our”), has approved the following action without a meeting of stockholders:
The
approval of the Warrant Stockholder Approval Provisions described in detail in this information statement.
The
action will become effective on the 20th day after the definitive information statement is mailed to our stockholders.
The
enclosed information statement contains information pertaining to the matters acted upon.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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By Order of the Board of Directors |
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Dr. Steve N. Slilaty |
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Chief Executive Officer and Chairman |
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| October 14, 2026 |
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Sunshine Biopharma Inc.
333 Las Olas Way
CU4 Suite 433
Fort Lauderdale, FL 33301
INFORMATION STATEMENT
Action by Written Consent of Stockholders
GENERAL INFORMATION
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
This information statement
is being furnished in connection with the action by written consent of stockholders taken without a meeting to approve the actions described
in this information statement. We are mailing this information statement to our stockholders on or about ____, 2026.
What action was taken by written consent?
We obtained stockholder consent
for the Warrant Stockholder Approval Provisions described in detail in this information statement.
What vote was obtained to approve the Warrant
Stockholder Approval Provisions described in this information statement?
On October 13, 2026, we obtained
the approval of Dr. Steve N. Slilaty, our Chief Executive Officer, for the Warrant Stockholder Approval Provisions. As of October 13,
2026, Dr. Slilaty held 89.5% of the total voting power of the Company’s stockholders.
Who is paying the cost of this information
statement?
We will pay for preparing,
printing and mailing this information statement. Our costs are estimated at approximately $25,000.
WARRANT STOCKHOLDER APPROVAL PROVISIONS
On October 9, 2026, the Company
closed a public offering (the “Offering”) pursuant to which the Company issued and sold (i) 10,509,082 Common Units, with
each Common Unit consisting of (A) one share of the Company’s common stock, and (B) two Series D Warrants, each Series D Warrant
exercisable for one share of common stock; and (ii) 400,000 Pre-Funded Units, each Pre-Funded Unit consisting of (A) one Pre-Funded Warrant
to purchase one share of common stock, and (B) 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 were immediately exercisable, at an exercise price of $0.00001 and
could be exercised at any time until exercised in full. All of the Pre-Funded Warrants have been exercised as of the date of this filing.
The Series D Warrants have an initial exercise price of $0.66 and are exercisable for a period of five years commencing upon issuance.
The aggregate gross proceeds to the Company were approximately $6 million, before deducting placement agent fees and other expenses payable
by the Company.
In connection with the Offering,
on October 8, 2026, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Aegis Capital
Corp. (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent for the Offering on a best efforts
basis. Pursuant to the Placement Agent Agreement, the Company paid the Placement Agent a fee of 7% of the gross proceeds and a non-accountable
expense allowance of 1% of the gross proceeds. The Company also reimbursed certain accountable expenses of the Placement Agent.
Under the terms of the Series
D Warrants, the Company is required to seek such stockholder approval as may be required by the applicable rules and regulations of the
Nasdaq Capital Market (“Nasdaq”) for certain provisions (the “Warrant Stockholder Approval Provisions”) of the
Series D Warrants, which are described below, to become effective (the “Warrant Stockholder Approval”).
On October 13, 2026, Dr. Steve
N. Slilaty, as the holder of the majority of the voting power of the stockholders of the Company, approved by written consent the Warrant
Stockholder Approval Provisions, consisting of the following:
| · | to issue in excess of twenty percent (20%) of the outstanding shares of 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 Offering. |
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| · | to any adjustment to the exercise price or number of shares of common stock underlying the Series D Warrants in the event of a Share
Combination Event pursuant to Section 3.7 of the Series D Warrants. |
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| · | 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. |
Description of Series D Warrants
The following is a description
of the provisions of the Series D Warrants issued in the Offering and is qualified by reference to the full text of the Series D Warrants,
which was filed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on October 9, 2026.
Exercisability.
The Series D Warrants are exercisable immediately upon issuance and at any time up to the date that is five years after their original
issuance date. The Series D Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed
exercise notice and, at any time a registration statement registering the issuance of the shares of common stock underlying the Series
D Warrants under the Securities Act of 1933, as amended (the “Securities Act”), is effective and available for the issuance
of such shares, by payment in full for the number of shares of common stock purchased upon such exercise. If a registration statement
registering the issuance of the shares of common stock underlying the Series D Warrants under the Securities Act is not effective, the
holder may elect to exercise the Series D Warrants through a cashless exercise, in which case the holder would receive upon such exercise
the net number of shares of common stock determined according to the formula set forth in the warrant.
Exercise
Limitation. A holder will not have the right to exercise any portion of the Series D Warrants if the holder (together with its affiliates)
would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of shares of our common stock outstanding
immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series
D Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that
any increase in such percentage will not be effective until 61 days following notice from the holder to us.
Exercise
Price. The initial exercise price per whole share of common stock purchasable upon exercise of the Series D Warrants is $0.66.
The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash,
stock or other property to our stockholders.
Voluntary
Adjustment. Subject to the rules and regulations of Nasdaq, the Company may at any time reduce the then current exercise price to
any amount and for any period of time deemed appropriate by the Board of Directors.
Share
Combination Events. Conditioned upon the receipt and effectiveness of the Warrant Stockholder Approval, if at any time on or after
the date of issuance there occurs any share split, share dividend, share combination, recapitalization or other similar transaction involving
our common stock and the lowest daily volume weighted average price during the period commencing five consecutive trading days immediately
preceding and the five consecutive trading days immediately following such event is less than the exercise price of the Series D Warrants
then in effect (a “Share Combination Event”), then the exercise price of the Series D Warrants will be reduced to the lowest
daily volume weighted average price during such period (subject to a minimum exercise price of $0.275) (50% of the public offering price
per Common Unit) and the number of shares issuable upon exercise will be proportionately adjusted such that the aggregate price will remain
unchanged. The Series D Warrants will be subject to no more than one such adjustment upon a Share Combination Event.
Transferability.
Subject to applicable laws, the Series D Warrants may be offered for sale, sold, transferred or assigned without our consent.
Fundamental
Transactions. In the event of a fundamental transaction, as described in the Series D Warrants and generally including any reorganization,
recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties
or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock,
or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders
of the Series D Warrants will be entitled to receive upon exercise of the Series D Warrants the kind and amount of securities, cash or
other property that the holders would have received had they exercised the Series D Warrants immediately prior to such fundamental transaction.
The holders of the Series D Warrants may also require us to purchase the Series D Warrants from the holders by paying to each holder an
amount equal to the Black Scholes value of the remaining unexercised portion of the Series D Warrants on the date of the fundamental transaction.
Rights as a Stockholder.
Except as otherwise provided in the Series D Warrants or by virtue of such holder’s ownership of shares of our common stock, the
holder of Series D Warrants does not have the rights or privileges of a holder of our common stock, including any voting rights, until
the holder exercises the Series D Warrants.
Purpose of the Warrant Stockholder Approval
Our common stock is listed
on Nasdaq under the symbol “SBFM.” Nasdaq Listing Rule 5635(d) requires stockholder approval of transactions other than public
offerings of greater than 20% of the outstanding common stock of the issuer prior to the offering. In determining whether an offering
qualifies as a public offering, Nasdaq considers all relevant factors, including the extent of any discount to the market price of the
common stock being offered. In determining discount, Nasdaq generally attributes a value of $0.125 for each whole warrant offered with
a share of common stock. The price per Comon Unit in the Offering attributed the foregoing value to the Series D Warrants.
However, since the Warrant
Stockholder Approval Provisions would require that we attribute additional value to the Series D Warrants (over the value already attributed),
in order to ensure that the Offering qualified as a public offering under Rule 5635, such provisions in the Series D Warrants are not
effective unless and until our stockholders approve the Warrant Stockholder Approval Provisions. We have obtained such approval, which
will be effective 20 days after the mailing of the definitive information statement to stockholders.
While we believe the securities
were sold in a public offering, as that term is construed by Nasdaq, we obtained the Warrant Stockholder Approval and will have such Warrant
Stockholder Approval become effective pursuant to the filing and mailing of this information statement in a surfeit of caution to assure
continued compliance with the Nasdaq Listing Rules
Potential Adverse Effects of the Approval of
the Warrant Stockholder Approval Provisions
Following effectiveness of
the Warrant Stockholder Approval, existing stockholders will suffer dilution in their ownership interests in the future as a result of
the potential issuance of shares of common stock upon exercise of the Series D Warrants. The sale into the public market of these shares
also could materially and adversely affect the market price of our common stock.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the ownership of common stock and Series B Preferred Stock as of October 13,
2026, by (i) each of our directors, (ii) each of our executive officers, (iii) all of our directors and executive officers as a group,
and (iv) any person or group as those terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), believed by us to beneficially own more than 5% of our common stock. Unless otherwise indicated, all shares are owned directly
and the indicated person has sole voting and investment power. The percentages listed are based upon 15,219,383 shares of common stock
and 130,000 shares of Series B Preferred Stock issued and outstanding as of October 13, 2026. Each share of Series B Preferred Stock entitles
the holder to 1,000 votes. Except as otherwise set forth below, the address of each person below is c/o Sunshine Biopharma Inc., 333 Las
Olas Way, CU4 Suite 433, Fort Lauderdale, FL 33301.
| Title of Class |
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Name |
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Number of Shares
Beneficially Owned |
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Percentage of shares beneficially owned |
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Dr. Steve N. Slilaty ** |
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6 common |
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* (common) |
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| Series B Preferred |
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130,000 Series B Preferred |
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100% of Series B Preferred |
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| Common |
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Camille Sebaaly ** |
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6 |
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* |
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| Common |
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Dr. Andrew Keller ** |
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0 |
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* |
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| Common |
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David Natan ** |
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68,300 |
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* |
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| Common |
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Dr. Rabi Kiderchah ** |
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1 |
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* |
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| Common |
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Michel Roy ** |
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1 |
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* |
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Common
Series B Preferred |
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All officers and directors as a group (6 persons) |
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68,314 common
130,000 Series B Preferred |
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* (common)
100% (Series B Preferred) |
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| Common Stock |
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Intracoastal Capital LLC (1) |
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1,689,163 |
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9.99% |
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| Common Stock |
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CVI Investments, Inc.(2) |
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1,588,266 |
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9.9% |
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| Common Stock |
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BJI Financial Group(3) |
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909,900 |
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6.0% |
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Less than 1%. |
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Officer and/or director of the Company. |
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Based on Schedule 13G/A filed with the SEC on August 13, 2026. Represents shares of common stock issuable upon exercise of warrants (the “Intracoastal Warrants”) held by Intracoastal Capital LLC (“Intracoastal”), and all such shares represent beneficial ownership of approximately 9.99% of the common stock, based on (a) 15,219,383 shares of common stock outstanding, plus (b) 1,689,163 shares issuable upon exercise of the Intracoastal Warrants. Such shares may be deemed beneficially owned by Intracoastal, Mitchell P. Kopin and Daniel B. Asher. The foregoing excludes certain shares issuable upon exercise of warrants, which contain blocker provisions under which the holder thereof does not have the right to exercise such warrants to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% or 9.99%, as applicable, of the common stock. The address of the stockholder is 245 Palm Trail, Delray Beach, Florida 33483. |
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Based on Schedule 13G filed with the SEC on October 13, 2026 by CVI Investments, Inc. (“CVI”) and Heights Capital Management, Inc. (“HCM”). The address of CVI is P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman KY1-1104 Cayman Islands. The address of HCM is 101 California Street, Suite 3250, San Francisco, CA 94111. HCM is the investment manager to CVI and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI herein. The number of shares reported as beneficially owned consists of (i) 909,090 shares, and (ii) shares issuable upon the exercise of warrants to purchase shares. The warrants are not exercisable to the extent that the total number of shares then beneficially owned by a reporting person and its affiliates and any other persons whose beneficial ownership of shares would be aggregated with such reporting person for purposes of Section 13(d) of the Exchange Act, would exceed 9.99%. HCM, which serves as the investment manager to CVI, may be deemed to be the beneficial owner of all shares owned by CVI. Each of such reporting persons disclaims any beneficial ownership of any such shares, except for their pecuniary interest therein. |
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Based on Schedule 13G filed with the SEC on October 14, 2026. The address of the shareholder is 111 Sandalwood Drive, Marlboro, NJ 07746. |
ADDITIONAL AVAILABLE INFORMATION
We
are subject to the information and reporting requirements of the Exchange Act, and in accordance with such act we file periodic reports,
documents and other information with the SEC relating to our business, financial statements and other matters. Such reports and other
information are available at the SEC’s website at www.sec.gov.
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By Order of the Board of Directors |
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Dr. Steve Slilaty |
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Chief Executive Officer and Chairman
October 14, 2026 |
