UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
(Preliminary)
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| x |
Preliminary Information Statement |
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| ¨ |
Confidential, for use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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| ¨ |
Definitive Information Statement |
| Sunshine Biopharma Inc. |
| (Exact name of registrant as specified in its charter) |
Payment of Filing Fee (Check the appropriate box):
| x |
No fee required |
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| ¨ |
Fee paid previously with preliminary materials |
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| ¨ |
Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11. |
WE ARE NOT ASKING FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY
Sunshine Biopharma Inc.
333 Las Olas Way CU4 Suite 433
Fort Lauderdale, FL 33301
INFORMATION STATEMENT
Notice of Action Taken Without a Stockholders Meeting
General Information
This Information Statement
has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14(c) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), to the holders of record as of the close of business on February 18, 2026, of
the common stock, of Sunshine Biopharma Inc., a Colorado corporation (the “Company”), to notify such stockholders that on
February 18, 2026, the Company received written consent in lieu of a meeting of stockholders from Dr. Steve N. Slilaty, our Chief Executive
Officer, the holder of approximately 96.4% of the total voting power of the stockholders of the Company to approve amending our articles
of incorporation to effect a reverse stock split of our common stock by a ratio of up to 1-for-10, with the Board of Directors having
the discretion as to whether or not the reverse split is to be effected, and with the exact ratio of any reverse split to be set at a
whole number up to 1-for-10 as determined by the Board in its discretion.
Pursuant to Rule 14c-2 under
the Exchange Act, the corporate actions described in this Notice can be taken no sooner than 20 calendar days after the accompanying Information
Statement is first sent or given to the Company’s stockholders. We are mailing this Information Statement to our stockholders on
or about __, 2026.
Please review the Information
Statement included with this Notice for a more complete description of this matter. This Information Statement is being sent to you for
informational purposes only.
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, |
| February 20, 2026 |
|
| |
/s/ Dr. Steve N. Slilaty |
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Dr. Steve N. Slilaty |
| |
Chief Executive Officer and Chairman |
Sunshine Biopharma, Inc.
333 Las Olas Way
CU4 Suite 433
Fort Lauderdale, FL 33301
INFORMATION STATEMENT
Notice of Action Taken Without a Stockholders
Meeting
This Information Statement is being provided to
you by the
Board of Directors of Sunshine Biopharma Inc.
WE ARE NOT ASKING FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY
This Information Statement
and the Notice of Action Taken Without a Stockholders’ Meeting (jointly, the “Information Statement”) is furnished by
the Board of Directors of Sunshine Biopharma, Inc. (“we,” “us,” or “our”), to the holders of our common
stock as of February 18, 2026 , to provide information with respect to action taken by the written consent of Dr. Steve N. Slilaty, who
holds a majority of the voting power of the stockholders of the Company (the “Majority Stockholder”). This Information Statement
is accordingly circulated to advise the stockholders of action already approved by written consent of the Majority Stockholder.
On February 18, 2026, our
Chief Executive Officer and Chairman, Dr. Steve N. Slilaty approved by written consent amending our articles of incorporation to effect
a reverse stock split of our common stock by a ratio of up to 1-for-10, with the Board of Directors having the discretion as to whether
or not the reverse stock split is to be effected, and with the exact ratio of any reverse stock split to be set at a whole number up to
1-for-10 as determined by the Board in its discretion. Neither a meeting of our stockholders nor additional written consents by our shareholders
are necessary in connection with such action.
THE REVERSE STOCK SPLIT
Approval of the reverse stock
split would permit (but not require) our Board to effect a reverse stock split of our issued and outstanding common stock, by a ratio
of up to 1-for-10, with the exact ratio to be set at a whole number up to 1-for-10 as determined by our Board in its sole discretion (the
“Reverse Split”). We believe that enabling our Board to set the ratio within the stated range will provide us with the flexibility
to implement the Reverse Split in a manner designed to maximize the anticipated benefits for our stockholders. In determining a ratio,
if any, our Board may consider, among other things, factors such as:
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the continued listing requirements of Nasdaq (as further discussed below); |
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the historical trading price and trading volume of our common stock; |
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the number of shares of our common stock outstanding; |
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the then-prevailing trading price and trading volume of our common stock and the anticipated impact of the Reverse Split on the trading market for our common stock; |
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the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs; and |
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prevailing general market and economic conditions. |
Our Board reserves the right
to elect to abandon the Reverse Split, including any or all proposed reverse stock split ratios, if it determines, in its sole discretion,
that the Reverse Split is no longer in the best interests of the Company and its stockholders.
Depending on the ratio for
the Reverse Split determined by our Board, stockholders with no less than 2 shares and no more than 10 shares of existing common
stock, may be combined into one share of common stock. Any fractional shares will be rounded up to the next whole number. The amendment
to effect the Reverse Split, if any, will include only the Reverse Split ratio determined by our Board to be in the best interests of
our stockholders.
Reasons for and Possible Consequences of the
Reverse Split
Our common stock is listed
on the Nasdaq Capital Market, or Nasdaq, under the symbol “SBFM”. Nasdaq Rule 5500(a)(2) requires that our common stock maintain
a minimum bid price of at least $1.00 to maintain its listing on Nasdaq (the “Bid Price Rule”).
Our common stock has recently
traded at prices slightly above the $1.00 Nasdaq required minimum bid price requirement. In addition, the Company is and will remain,
until April 2026, subject to an immediate delisting notice (subject to the Company’s right to request an appeal) in the event of
noncompliance with the Bid Price Rule for 30 consecutive business days, pursuant to Listing Rule 5810(c)(3)(A)(iv), due to the fact that
the Company has effected two reverse stock splits within the past two years (the earlier of which the Company completed in April 2024)
at a cumulative ratio of more than 250 for 1.
The primary purpose of the
Reverse Split is to maintain compliance with the Bid Price Rule. There is no assurance that, even if we implement the Reverse Split, we
will maintain compliance with the Bid Price Rule or other applicable requirements for continued listing on Nasdaq.
Additionally, we believe that
authorizing the Reverse Split is advisable because we anticipate that the expected increase to the market price of our common stock as
a result of implementing the Reverse Split may improve the marketability and liquidity of our common stock and encourage interest and
trading in our stock. The Reverse Split could allow a broader range of institutions to invest in our stock (namely, investors that are
prohibited from buying stocks whose price is below a certain threshold), potentially increasing the liquidity of our common stock. The
Reverse Split could help increase analyst and broker interest in our stock as their policies can discourage them from following or recommending
companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage firms
and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or
tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices
may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’
commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks,
the current average price per share of our common stock can result in individual shareholders paying transaction costs representing a
higher percentage of their total share value than would be the case if the share price were substantially higher.
For the reasons discussed
herein, we believe that authorizing the Board to effect the Reverse Split is in the Company’s and our shareholders’ best interests.
While reducing the number
of our outstanding common stock through the Reverse Split is intended, absent other factors, to increase the per share market price of
our common stock, other factors, such as our financial results, market conditions and the market perception of our business may adversely
affect the market price of our common stock. As a result, there can be no assurance that the Reverse Split, if completed, will result
in the intended benefits described above. Additionally, we cannot assure you that the market price per share of our common stock after
the Reverse Split will increase in proportion to the reduction in the number of our common stock outstanding before the Reverse Split.
Accordingly, the total market capitalization of our common stock after the Reverse Split may be lower than the total market capitalization
before the Reverse Split.
Procedure for Implementing the Reverse Split
The Reverse Split would become
effective upon the filing of the amendment with the Secretary of State of Colorado. The exact timing of the filing of the amendment to
effect the Reverse Split will be determined by our Board based on its evaluation as to when such action will be the most advantageous
to the Company and our stockholders. In addition, our Board reserves the right, notwithstanding stockholder approval and without further
action by the stockholders, to elect not to proceed with the Reverse Split if, at any time prior to filing the amendment, our Board, in
its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed with the
Reverse Split.
Effect of the Reverse Split on Holders of Outstanding
Common Stock
Our articles of incorporation
currently authorize us to issue a maximum of 3,000,000,000 shares of common stock, par value $0.001 per share, and 30,000,000 shares
of preferred stock, par value $0.10 per share. As of February 18, 2026, we had 4,905,945 shares of common stock and 130,000 shares of
Series B Preferred Stock issued and outstanding. Based on the number of our shares of common stock outstanding as of February 18, 2026,
assuming we implement the Reverse Split at the maximum ratio of 1-for-10, the Reverse Split would reduce our outstanding shares of common
stock to 490,595 shares, subject to rounding for fractional shares (which will be rounded up). The Reverse Split would not affect the
number of authorized or outstanding shares of the Series B Preferred Stock.
Effect of the Reverse Split on Warrants
Based upon the Reverse Split
ratio determined by the Board, proportionate adjustments are generally required to be made to the per share exercise price and the number
of shares issuable upon the exercise of all outstanding warrants. This would result in approximately the same aggregate price being required
to be paid under such warrants, and approximately the same value of shares of common stock being delivered upon such exercise, immediately
following the Reverse Split as was the case immediately preceding the Reverse Split. Our Series B Warrants will be subject to certain
further adjustments, as set forth therein.
Anti-Takeover Effects
The Reverse Split will have
the effect of decreasing the number of issued and outstanding shares of common stock, while leaving unchanged the number of authorized
shares of common stock.
In the future, if we issue
additional authorized shares of common stock, it may have the effect of diluting the earnings per share and book value per share, as well
as the stock ownership and voting rights, of the currently outstanding shares of common stock. Further, management might use the additional
shares to resist or frustrate a third-party transaction by, for example, diluting the stock ownership of persons seeking to obtain control
of the Company.
Exchange of Stock Certificates; Fractional
Shares
The Reverse Split, automatically,
without any action on the part of any shareholder, the Company’s issued and outstanding shares of common stock (“Old Common
Stock”) will be converted into new shares of common stock (“New Common Stock”). Each holder of a certificate or certificates,
which, immediately prior to the effective date, represented outstanding shares of Old Common Stock, will, from and after the effective
date, be entitled to receive a certificate or certificates representing the shares of New Common Stock into which the shares of Old Common
Stock are reclassified in connection with the Reverse Split.
Until surrendered, we will
deem outstanding certificates representing shares of Old Common Stock (the “Old Certificates”) held by shareholders to be
cancelled and only to represent the number of whole shares of New Common Stock to which these shareholders are entitled, subject to the
treatment of fractional shares. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition
of stock, will automatically be exchanged for certificates representing the appropriate number of whole shares of New Common Stock (the
“New Certificates”). If an Old Certificate has a restrictive legend on the back of the Old Certificate, the New Certificate
will be issued with the same restrictive legend on the back of the New Certificate.
Shareholders who hold shares
in street name through a nominee (such as a bank or broker) will be treated in the same manner as shareholders whose shares are registered
in their names, and nominees will be instructed to effect the Reverse Split for their beneficial holders. However, nominees may have different
procedures and shareholders holding shares in street name should contact their nominees. Shareholders will not have to pay any service
charges in connection with the exchange of their certificates.
Our Board does not intend
to issue fractional shares in connection with the Reverse Split. Therefore, we do not expect to issue certificates representing fractional
shares. In lieu of issuing fractional shares, the Company will round shares up to the nearest whole number and all shares of Old Common
Stock eliminated as a result of the Reverse Split will be cancelled. Shareholders who otherwise would be entitled to receive fractional
shares because they hold, as of the effective date of the Reverse Split, a number of shares of our Old Common Stock not evenly divisible
will be entitled to one share of New Common Stock.
Registered “Book-Entry” Holders
of Common Stock (i.e. Stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)
Certain of our registered
holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders
do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting
the number of shares registered in their accounts.
Stockholders who hold shares
electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole
shares of post-reverse split common stock, subject to adjustment for treatment of fractional shares.
Accounting Consequences
Pursuant to the Reverse Split,
the par value of the common stock will remain $0.001 per share. The stated capital attributable to common stock on our balance sheet will
be reduced proportionately based on the Reverse Split ratio determined by the Board (including a retroactive adjustment of prior periods),
and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share
net income or loss will be higher because there will be fewer shares of our common stock outstanding.
Federal Income Tax Consequences
The following summary describes
certain material U.S. federal income tax consequences of the Reverse Split to holders of our common stock. This summary addresses the
tax consequences only to a beneficial owner of our common stock that is a citizen or individual resident of the United States, a corporation
organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal
income taxation on a net income basis in respect of our common stock (a “U.S. holder”). This summary does not address all
of the tax consequences that may be relevant to any particular shareholder, including tax considerations that arise from rules of general
application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also
does not address the tax consequences to persons that may be subject to special treatment under U.S. federal income tax law or persons
that do not hold our common stock as “capital assets” (generally, property held for investment). This summary is based on
the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority,
all as in effect as of the date hereof. Subsequent developments in U.S. federal income tax law, including changes in law or differing
interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse
Split.
If a partnership (or other
entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal
income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership.
Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal
income tax consequences of the Reverse Split.
Each stockholder should consult
his, her or its own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of the Reverse
Split.
The Reverse Split should be
treated as a recapitalization for U.S. federal income tax purposes. Therefore, no gain or loss should be recognized by a U.S. holder upon
the Reverse Split. Accordingly, the aggregate tax basis in the common stock received pursuant to the Reverse Split should equal the aggregate
tax basis in the common stock surrendered and the holding period for the common stock received should include the holding period for the
common stock surrendered.
QUESTIONS AND ANSWERS ABOUT THE REVERSE STOCK
SPLIT
Q. Why did I receive this Information Statement?
A. Applicable laws require us to provide you notice
of action taken by the stockholders without a meeting, as well as to provide information regarding the reverse stock split even though
your vote is neither required nor requested in order for the reverse stock split to become effective.
Q. Why am I not being asked to vote on the
Reverse Split?
A. The holder of the majority of the voting power
of our shareholders has already approved the Reverse Split pursuant to a written consent. Such approval, together with the approval of
the Company’s Board, is sufficient under Colorado law, and no further approval by our stockholders is required.
Q. What do I need to do now?
A. Nothing. This Information Statement is purely
for your information and does not require or request you to do anything.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth
certain information regarding the ownership of common stock as of February 18, 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 Exchange Act, believed by us to beneficially own more than 5% of our issued and outstanding 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 4,905,945 shares of common stock and 130,000 shares of Series B Preferred Stock outstanding as of February 18, 2026. Unless otherwise
indicated, the address of each holder is c/o Sunshine Biopharma Inc., 333 Las Olas Way, CU4 Suite 433, Fort Lauderdale, FL 33301.
| Title of Class |
|
Name and Address of Beneficial Owner |
|
Number of Shares Beneficially Owned |
|
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Percent of Class |
|
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|
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|
|
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| Common |
|
Dr. Steve N. Slilaty(1) |
|
|
1,911 |
(3) |
|
|
* |
|
| Series B Preferred |
|
|
|
|
130,000 |
(2) |
|
|
100% |
|
| |
|
|
|
|
|
|
|
|
|
|
| Common |
|
Camille Sebaaly(1) |
|
|
60 |
|
|
|
* |
|
| |
|
|
|
|
|
|
|
|
|
|
| Common |
Dr. Andrew Keller(1) |
|
|
0 |
|
|
|
* |
|
| |
|
|
|
|
|
|
|
|
|
| Common |
David Natan(1) |
|
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0 |
|
|
|
* |
|
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|
|
|
|
|
|
|
|
|
| Common |
Dr. Rabi Kiderchah(1) |
|
|
1 |
|
|
|
* |
|
| |
|
|
|
|
|
|
|
|
|
| Common |
Mr. Michel Roy(1) |
|
|
1 |
|
|
|
|
* |
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|
|
|
|
|
|
|
|
|
|
| Common |
|
All Officers and Directors as Group (6 persons): |
|
|
1,973 |
|
|
|
* |
|
| Series B Preferred |
|
|
|
|
130,000 |
|
|
|
100% |
|
| |
|
|
|
|
|
|
|
|
|
|
| Common |
|
Intracoastal Capital LLC(4) |
|
|
544,500 |
|
|
|
9.99% |
|
___________________
* Less than 1%.
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(1) |
Officer and/or director of our Company. |
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(2) |
Includes 130,000 shares of the Company’s Series B Preferred Stock. Each share of Series B Preferred Stock is entitled to 1,000 votes. |
| |
(3) |
Includes 1,850 shares of common stock owned by
Mr. Malek Chamoun, former President of Nora Pharma Inc., a company acquired by the Company in October 2022. Dr. Slilaty controls the voting
of Mr. Chamoun’s shares through a voting agreement between Mr. Chamoun and Dr. Slilaty dated October 20, 2022.
|
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(4) |
Represents shares of common stock issuable upon
exercise of a warrant (the “Intracoastal Warrant”) held by Intracoastal Capital LLC ("Intracoastal"), and all such
shares represent beneficial ownership of approximately 9.99% of the common stock, based on (1) 4,905,945 shares of common stock outstanding,
plus (2) 544,500 shares issuable upon exercise of the Intracoastal Warrant. Based on Schedule 13G filed with the SEC on May 23, 2025,
such shares may be deemed beneficially owned by Intracoastal, Mitchell P. Kopin and Daniel B. Asher (the “Reporting Persons”).The
foregoing excludes 1,882,009 shares of common stock issuable upon exercise of the Intracoastal Warrant because the Intracoastal Warrant
contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Warrant 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 9.99% of the common stock.
Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,426,509 shares of
common stock. The address of the stockholder is 245 Palm Trail, Delray Beach, Florida 33483. |
ADDITIONAL AVAILABLE INFORMATION
We are subject to the information
and reporting requirements of the Securities Exchange Act of 1934, as amended, 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.
FORWARD-LOOKING STATEMENTS
This Information Statement
may contain certain “forward-looking” statements (as that term is defined in the Private Securities Litigation Reform Act
of 1995 or by the SEC in its rules, regulations, and releases) representing our expectations or beliefs regarding us. These forward-looking
statements include, but are not limited to, statements concerning our operations, economic performance, financial condition, and prospects
and opportunities. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,”
“believe,” “anticipate,” “intend,” “could,” “estimate,” “might,”
or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking
statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and
actual results may differ materially depending on a variety of important factors, including factors discussed in this and other of our
filings with the SEC.
CONTACT INFORMATION
All inquiries regarding us
should be addressed to our principal executive offices:
Sunshine Biopharma Inc.
333 Las Olas Way
CU4 Suite 433
Fort Lauderdale, FL 33301
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By Order of the Board of Directors, |
| February 20, 2026 |
|
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/s/ Dr. Steve N. Slilaty |
| |
Dr. Steve N. Slilaty |
| |
Chief Executive Officer |
