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Table
of Contents
As filed with the Securities and Exchange Commission
on August 28, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Sunshine
Biopharma Inc.
(Exact name of registrant as specified in its charter)
| Colorado |
|
8731 |
|
20-5566275 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
333 Las Olas Way, CU4 Suite 433
Fort Lauderdale, FL 33301
(954) 330-0684
(Address, including zip code and telephone number,
including
area code, of registrant’s principal executive
offices)
Dr. Steve N. Slilaty
333 Las Olas Way, CU4
Suite 433
Fort Lauderdale, FL 33301
(954) 330-0684
(Name, address, including zip code and telephone
number, including area code, of agent for service)
Copies to:
Gregory Sichenzia, Esq.
Jeff Cahlon, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas
New York, New York 10036
212-930-9700
Approximate date of commencement
of proposed sale to the public: As soon as practicable after the effective date of the registration statement.
If any of the securities
being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box. ☒
If this form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large accelerated filer ☐ |
Accelerated filer ☐ |
| |
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
|
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 to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
The information in
this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer
to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS |
SUBJECT
TO COMPLETION |
DATED
AUGUST 28, 2026 |
Sunshine Biopharma Inc.
25,477,133 Shares of Common Stock
Sunshine Biopharma Inc. is offering 25,477,133
shares of common stock. The shares are issuable upon exercise of outstanding Series B Warrants which were issued in our public offering
that closed on February 15, 2024, have a current exercise price of $1.2202, and expire February 15, 2029. The number of shares underlying
the Series B Warrants and exercise price are subject to further adjustment.
Our common stock is listed on The Nasdaq Capital Market,
or Nasdaq, under the symbol “SBFM.” The last reported sale price of our common stock on Nasdaq on August 27, 2026 was $1.27
per share.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Investing in our securities involves a high
degree of risk. See “Risk Factors” beginning on page 2 of this prospectus for a discussion of information
that should be considered in connection with an investment in our securities.
| |
|
Per
Share |
|
|
Total |
|
| Public offering price(1) |
|
$ |
1.2202 |
|
|
$ |
31,087,198 |
|
| Proceeds before expenses(2) |
|
$ |
1.2202 |
|
|
$ |
31,087,198 |
|
| (1) |
Represents current exercise
price of the Series B Warrants. |
| (2) |
Assumes the exercise of
all of the outstanding Series B Warrants for cash at the current exercise price. There is no assurance any outstanding Series B
Warrants will be exercised. |
The date of this prospectus is , 2026
TABLE OF CONTENTS
| PROSPECTUS SUMMARY |
1 |
| RISK FACTORS |
2 |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
3 |
| USE OF PROCEEDS |
3 |
| PLAN OF DISTRIBUTION |
4 |
| LEGAL MATTERS |
4 |
| EXPERTS |
4 |
| INFORMATION INCORPORATED BY REFERENCE |
5 |
| WHERE YOU CAN FIND MORE INFORMATION |
5 |
PROSPECTUS SUMMARY
This summary highlights certain information
about us and this offering contained elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information
that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction
with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our securities, you should
read the entire prospectus and the information incorporated herein carefully, including “Risk Factors”
on page 2, and the financial statements and related notes incorporated by reference in this prospectus.
All share information in this prospectus gives
effect to the 1-for-100 reverse split of the Company’s common stock completed on April 17, 2024, the 1-for-20 reverse split of the
Company’s common stock completed on August 8, 2024, and the 1-for-10 reverse split of the Company’s common stock completed
on June 1, 2026, unless otherwise indicated.
As used in this prospectus and unless otherwise
indicated, the terms “we,” “us,” “our,” “Sunshine Biopharma,” or the “Company”
refer to Sunshine Biopharma Inc. and its wholly owned subsidiaries.
About Sunshine Biopharma
We are a pharmaceutical company offering and researching
life-saving medicines in a wide variety of therapeutic areas, including oncology and antivirals. We have two wholly owned subsidiaries:
(i) Nora Pharma Inc., a Canadian corporation, through which we currently have 60 generic prescription drugs on the market in Canada, and
(ii) Sunshine Biopharma Canada Inc., a Canadian corporation through which we develop and sell OTC supplements.
In addition, we are conducting a proprietary drug
development program which is comprised of (i) K1.1 mRNA, an LNP encapsulated mRNA targeted for liver cancer, and (ii) SBFM-PL4, a protease
inhibitor for treatment of SARS Coronavirus infections.
About this Offering
This prospectus includes 25,477,133 shares of
common stock issuable upon exercise of Series B Warrants. The Company issued the Series B Warrants in its public offering that closed
on February 15, 2024.
The Series B Warrants are exercisable, at the
option of each holder, any time a registration statement registering the issuance of the shares of common stock underlying the Series
B Warrants under the Securities Act of 1933, as amended (the “Securities Act”) is effective and available for the issuance
of such shares, by delivery of an exercise notice and 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 B Warrants under the Securities
Act is not effective, the holder may exercise the Series B 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.
Subject to certain exemptions, if we sell, enter
into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any right to reprice, or
otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any shares of common
stock, at an effective price per share less than the exercise price of the Series B Warrants then in effect, the exercise price of the
Series B Warrants will be reduced to such price, and the number of shares issuable upon exercise will be proportionately adjusted such
that the aggregate exercise price will remain unchanged.
If at any time 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 B Warrants then in effect, then the exercise price of the Series B
Warrants will be reduced to the lowest daily volume weighted average price during such period and the number of shares issuable upon exercise
will be proportionately adjusted such that the aggregate price will remain unchanged.
There are currently 25,477,133 Series B Warrants
outstanding at a current exercise price of $1.2202, subject to further adjustment.
We are filing this registration statement so that
the outstanding Series B Warrants may only be exercised for cash.
RISK FACTORS
An investment in our securities
involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties
discussed below, as well as those under the heading “Risk Factors” contained in our most recent annual
report on Form 10-K filed with the SEC, and as incorporated by reference in this prospectus, as the same may be amended, supplemented
or superseded by the risks and uncertainties described under similar headings in the other documents that are filed by us after the date
hereof and incorporated by reference into this prospectus. Please also read carefully the section below titled “Cautionary
Note Regarding Forward-Looking Statements.”
If we are unable to continue to meet the
listing requirements of Nasdaq, our common stock will be delisted.
Our common stock currently trades on Nasdaq, where
it is subject to various listing requirements, including Nasdaq Rule 5500(a)(2), which 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”).
Prior to our 10-for-1 reverse stock split that
was effective on June 1, 2026, our common stock had recently traded at prices below the $1.00 Nasdaq required minimum bid price requirement.
In addition, the Company is and will remain, until June 2027, 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 a reverse stock split within the past year.
In addition, on July 22, 2026, the SEC granted approval of a proposed rule change by Nasdaq to adopt a new Market Value of Listed
Securities continued listing requirement of at least $5 million. On July 29, 2026, the SEC sent a letter to Nasdaq, notifying the exchange
that the order previously issued on July 22, 2026 was stayed, due to the SEC receiving notices of intention to petition the SEC for review
of the delegated action. The Company does not currently meet the proposed $5 million requirement.
There is no assurance we will be able to maintain
compliance with the Bid Price Rule or other applicable requirements for continued listing on Nasdaq. If we are unable to maintain compliance
with Nasdaq listing requirements, we could be subject to suspension and delisting proceedings. A delisting of our common stock could negatively
impact us by: (i) reducing the liquidity and market price of our common stock; (ii) reducing the number of investors willing to hold or
acquire our common stock, which could negatively impact our ability to raise equity financing; (iii) limiting our ability to use certain
registration statements to offer and sell freely tradeable securities, thereby limiting our ability to access the public capital markets;
and (iv) impairing our ability to provide equity incentives to our employees.
Management will have broad discretion as
to the use of the proceeds from this offering (if any) and may not use the proceeds effectively
If all of the outstanding Series B Warrants are
exercised for cash at the current exercise price, we will receive net proceeds of approximately $31 million. There is no assurance any
of the outstanding Series B Warrants will be exercised (see “Use of Proceeds”).
Our management will have broad discretion in the
application of any net proceeds from this offering and could spend the proceeds in ways that may not improve our results of operations
or enhance the value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business
and cause the price of our common stock to decline.
Additional stock offerings in the future
or the issuance of stock upon exercise of outstanding warrants may dilute then-existing shareholders’ percentage ownership in our
Company
Given our plans and expectations that we will
need additional capital, we anticipate that we will need to issue additional shares of common stock or securities convertible or exercisable
for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. In addition, as of the
date of this prospectus, we have 29,512,762 outstanding warrants, subject to adjustment. The issuance of additional securities in the
future will dilute the percentage ownership of our then current stockholders.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
All statements in this prospectus and the documents
incorporated by reference that are not historical facts should be considered “Forward Looking Statements” within the meaning
of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and
unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or implied by the forward-looking statements. Some of the forward-looking
statements can be identified by the use of words such as “believe,” “expect,” “may,” “estimates,”
“should,” “seek,” “approximately,” “intend,” “plan,” “estimate,”
“project,” “continue” or “anticipates” or similar expressions or words, or the negatives of those
expressions or words. These statements may be made directly in this prospectus and they may also be incorporated by reference in this
prospectus from other documents filed with the SEC, and include, but are not limited to, statements about future financial and operating
results and performance, statements about our plans, objectives, expectations and intentions with respect to future operations, and other
statements that are not historical facts. These forward-looking statements are based upon the current beliefs and expectations of our
management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which
are difficult to predict and generally beyond our control. In addition, these forward-looking statements are subject to assumptions with
respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated
results discussed in these forward-looking statements.
We undertake no obligation to publicly update
any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by
applicable laws or regulations.
USE OF PROCEEDS
If all of the outstanding Series B Warrants are
exercised for cash at the current exercise price, we will receive net proceeds of approximately $31 million. There is no assurance any
of the outstanding Series B Warrants will be exercised.
We intend to use the net proceeds from this offering
for general corporate purposes, including working capital.
As of the date of this prospectus, we cannot specify
with certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, our management will have broad discretion
in the timing and application of these proceeds.
PLAN OF DISTRIBUTION
We are offering up to 25,477,133 shares of common
stock issuable upon exercise of outstanding Series B Warrants. The Series B Warrants were issued by the Company pursuant to its public
offering which closed on February 15, 2024. The Series B Warrants have a five-year term commencing on the date of issuance and a current
exercise price of $1.2202 per share. The number of shares underlying the Series B Warrants and the exercise price are subject to further
adjustment.
Because there is no assurance any of the outstanding
Series B Warrants will be exercised at the current exercise price, or at all, the actual public offering amount, and proceeds to us, if
any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth herein. Series B Warrant
holders may exercise their Series B Warrants by submitting notices of exercises, and paying the exercise price, in accordance with the
terms set forth in the Series B Warrants. If there is no effective registration statement for the underlying shares, holders may exercise
the Series B Warrants on a cashless basis.
We estimate that our expenses in connection with
this offering will be approximately $50,000.
LEGAL MATTERS
The validity of the shares of common stock offered
in this prospectus has been passed upon for us by Hart & Hart, LLC, Denver, CO.
EXPERTS
The consolidated financial statements of Sunshine
Biopharma Inc. as of and the year ended December 31, 2025 incorporated by reference in this prospectus have been audited by M&K CPA’s,
PLLC, independent registered public accounting firm, as set forth in their report thereon, appearing therein, and are incorporated by
reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The consolidated financial
statements of Sunshine Biopharma Inc. as of and for the year ended December 31, 2024, incorporated by reference in this prospectus have
been audited by Bush & Associates CPA LLC, independent registered public accounting firm, as set forth in their report thereon, appearing
therein, and are incorporated by reference in reliance upon such report given on the authority of such firm as experts in accounting and
auditing.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference”
into this prospectus information that we file with them. Incorporation by reference allows us to disclose important information to you
by referring you to those other documents. The information incorporated by reference is an important part of this prospectus, and information
that we file later with the SEC will automatically update and supersede this information.
This prospectus incorporates
by reference the documents set forth below:
| · | our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on April
3, 2026; |
| · | our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 filed with the SEC on
May 13, 2026; |
| · | our Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2026 filed with the SEC on August 13, 2026; |
| · | our Current Reports on Form 8-K filed with the SEC on February
5, 2026, February
20, 2026, March
9, 2026; May
19, 2026, May
29, 2026, July
10, 2026, July
20, 2026, August
3, 2026 and August 28, 2026; |
| · | the description of our common stock contained in our Registration Statement on Form 8-A registering our
common stock under Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed with the
SEC on February 10, 2022; and |
| · | all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part prior
to the effectiveness of the registration statement and (ii) after the date of this prospectus until the offering of the securities is
terminated. |
The information about us contained
in this prospectus should be read together with the information in the documents incorporated by reference. You may request a copy of
any or all of these filings, at no cost, by writing or telephoning us at: Dr. Steve N. Slilaty, 333 Las Olas Way, CU4 Suite 433, Fort
Lauderdale, FL 33301, Telephone: (954) 330-0684.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus, which constitutes a part of the
registration statement on Form S-1 that we have filed with the SEC under the Securities Act, does not contain all of the information in
the registration statement and its exhibits. For further information with respect to us and the securities offered by this prospectus,
you should refer to the registration statement and the exhibits filed as part of that document. Statements contained in this prospectus
as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you
to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified
in all respects by this reference.
We are subject to the reporting requirements of
the Exchange Act, and file annual, quarterly and current reports, and other information with the SEC. The SEC maintains an Internet site
that contains these reports and other information filed electronically by us with the SEC, which are available on the SEC’s website
at http://www.sec.gov. We also maintain a website at https://sunshinebiopharma.com, at which you may access these materials free of charge
as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or
that can be accessed through, our website is not part of this prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth all costs and expenses
paid or payable by us in connection with the sale of the securities being registered, other than underwriting discounts and commissions.
All amounts shown are estimates except for the Securities and Exchange Commission, or SEC, registration fee.
| Expense | |
Amount
Paid or
to be Paid | |
| SEC registration fee | |
$ | 4,293 | |
| Legal fees and expenses | |
| 40,000 | |
| Miscellaneous expenses | |
| 5,000 | |
| Total | |
$ | 49,293 | |
Item 14. Indemnification of Directors
and Officers.
Section 7-108-402 of the Colorado Business Corporation
Act (the “CBCA”) provides, generally, that the articles of incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director,
except that any such provision shall not eliminate or limit the liability of a director for (i) any breach of the director’s duty
of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) acts specified in Section 7-108-403 of the CBCA, or (iv) any transaction from which the director directly
or indirectly derived an improper personal benefit.
Section 7-109-102(1) of the CBCA permits
indemnification of a director of a Colorado corporation, in the case of a third party action, if the director (a) conducted himself
or herself in good faith, (b) reasonably believed that (i) in the case of conduct in his or her official capacity, his or her
conduct was in the corporation’s best interest, or (ii) in all other cases, his or her conduct was not opposed to the corporation’s
best interest, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful.
Section 7-109-103 further provides for mandatory indemnification of directors and officers who are successful on the merits or otherwise
in litigation.
Section 7-109-102(4) of the CBCA limits
the indemnification that a corporation may provide to its directors in two key respects. A corporation may not indemnify a director
in a derivative action in which the director is held liable to the corporation, or in any proceeding in which the director is held liable
on the basis of his improper receipt of a personal benefit. Sections 7-109-104 of the CBCA permits a corporation to advance expenses
to a director, and Section 7-109-107(1)(c) of the CBCA permits a corporation to indemnify and advance litigation expenses to
officers, employees and agents who are not directors to a greater extent than directors if consistent with law and provided for by the
bylaws, a resolution of directors or shareholders, or a contract between the corporation and the officer, employee or agent.
Our bylaws include provisions that require the
company to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our Company. We
are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and
agents for certain liabilities. Our articles of incorporation do not contain any limiting language regarding director immunity from liability.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have
been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed
by the final adjudication of such issue.
Item 15. Recent Sales of Unregistered
Securities.
In the three years preceding
the filing of this registration statement, the Company has sold the following securities that were not registered under the Securities
Act:
On
March 4, 2024, the Company sold 100,000 shares of the Company’s Series B Preferred Stock to the Company’s Chief Executive
Officer, Dr. Steve Slilaty, for $10,000.
On
April 14, 2026, the Company issued 10,000 shares of common stock to David Natan, the Company’s director, for services provided.
On
August 7, 2026, the Company issued 58,300 shares of common stock David Natan, the Company’s director, for services provided.
In connection with the
foregoing, we relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for
transactions not involving a public offering.
Item 16. Exhibits and Financial Statement
Schedules.
| 3.1 |
Articles of Incorporation (2) |
| 3.2 |
Certificate of Amendment to Articles of Incorporation filed November 2, 2009 (3) |
| 3.3 |
Statement of Share and Equity Capital Exchange (4) |
| 3.4 |
Articles of Amendment to Articles of Incorporation filed July 13, 2010 (4) |
| 3.5 |
Articles of Amendment to Articles of Incorporation filed May 27, 2015 (5) |
| 3.6 |
Articles of Amendment to Articles of Incorporation (6) |
| 3.7 |
Articles of Amendment to Articles of Incorporation (7) |
| 3.8 |
Articles of Amendment to Articles of Incorporation (25) |
| 3.9 |
Articles of Amendment to Articles of Incorporation (26) |
| 3.10 |
Certificate of Correction (28) |
| 3.11 |
Articles of Amendment to Articles of Incorporation ** |
| 3.12 |
Bylaws (14) |
| 4.1 |
Description of Registrant’s Securities (16) |
| 5.1 |
Opinion of Hart & Hart LLC ** |
| 10.1 |
Patent Purchase Agreement with Advanomics Corporation (8) |
| 10.2 |
Second Patent Purchase Agreement with Advanomics Corporation (9) |
| 10.3 |
Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated October 8, 2016, including Secured Convertible Promissory Note (10) |
| 10.4 |
Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory Note (10) |
| 10.5 |
Form of Warrant, dated February 17, 2022 (1) |
| 10.6 |
Warrant Agent Agreement between the Company and Equiniti, dated February 17, 2022 (1) |
| 10.7 |
Sponsored Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc. (11) * |
| 10.8 |
Research Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (12) |
| 10.9 |
Form of Warrant, dated March 14, 2022 (15) |
| 10.10 |
Form of Amendment to Warrant, dated March 24, 2022 (17) |
| 10.11 |
Amended Employment Agreement, dated October 21, 2024 between Sunshine Biopharma Inc. and Dr. Steve Slilaty (18) |
| 10.12 |
Employment Agreement, dated October 21, 2024, between the Company and Camille Sebaaly (18) |
| 10.13 |
License Agreement between the Company and the University of Arizona (20) * |
| 10.14 |
Amendment No. 1 to Warrant Agent Agreement, dated October 18, 2023 (21) |
| 10.15 |
2023 Equity Incentive Plan (22) |
| 10.16 |
Form of Series B Warrant (23) |
| 10.17 |
Placement Agent Agreement, dated April 2, 2025 (27) |
| 10.18 |
Form of Series C Warrant (19) |
| 14.1 |
Code of Ethics (13) |
| 21 |
Subsidiaries (24) |
| 23.1 |
Consent of M&K CPAS, PLLC** |
| 23.2 |
Consent of Bush & Associates CPA LLC ** |
| 23.3 |
Consent of Hart & Hart, LLC (included in Exhibit 5.1) ** |
| 107 |
Fee Table ** |
| EX-101 |
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| EX-104 |
Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
_______________________
| * |
Portions of the exhibit have been omitted. |
| ** |
Filed herewith. |
| (1) |
Incorporated by reference to 8-K filed with the SEC on February 17, 2022 |
| (2) |
Incorporated by reference to SB-2 filed with the SEC on October 19, 2007. |
| (3) |
Incorporated by reference to 8-K filed with the SEC on November 6, 2009. |
| (4) |
Incorporated by reference to 10-Q filed with the SEC on August 4, 2010. |
| (5) |
Incorporated by reference to 8-K filed with the SEC on June 1, 2015. |
| (6) |
Incorporated by reference to 8-K filed with the SEC on June 24, 2020. |
| (7) |
Incorporated by reference to 8-K filed February 9, 2022. |
| (8) |
Incorporated by reference to 8-K filed with the SEC on October 9, 2015. |
| (9) |
Incorporated by reference to 8-K filed with the SEC on December 28, 2015. |
| (10) |
Incorporated by reference to 8-K filed with the SEC on March 14, 2016. |
| (11) |
Incorporated by reference to S-1/A filed with the SEC on January 24, 2022. |
| (12) |
Incorporated by reference to 8-K filed with the SEC on February 25, 2022. |
| (13) |
Incorporated by reference to 10-K filed with the SEC on May 1, 2020. |
| (14) |
Incorporated by reference to 8-K filed with the SEC on April 19, 2023. |
| (15) |
Incorporated by reference to 8-K filed with the SEC on March 15, 2022. |
| (16) |
Incorporated by reference to 10-K filed with the SEC on March 21, 2022. |
| (17) |
Incorporated by reference to 8-K filed with the SEC on March 24, 2022. |
| (18) |
Incorporated by reference to 8-K filed with the SEC on October 23, 2024. |
| (19) |
Incorporated by reference to 8-K filed with the SEC on May 19, 2026. |
| (20) |
Incorporated by reference to 8-K filed with the SEC on February 28, 2023. |
| (21) |
Incorporated by reference to 8-K filed with the SEC on October 20, 2023. |
| (22) |
Incorporated by reference to S-8 filed with the SEC on January 8, 2024. |
| (23) |
Incorporated by reference to 8-K filed with the SEC on February 15, 2024. |
| (24) |
Incorporated by reference to 10-K filed with the SEC on March 28, 2024. |
| (25) |
Incorporated by reference to 8-K filed with the SEC on April 23, 2024. |
| (26) |
Incorporated by reference to 8-K filed with the SEC on August 12, 2024. |
| (27) |
Incorporated by reference to 8-K filed with the SEC on April 3, 2025. |
| (28) |
Incorporated by reference to S-1/A filed with the SEC on November 6, 2024. |
(b) Financial statement schedule.
None.
Item 17. Undertakings.
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes that:
1.For
purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
2.For
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Fort Lauderdale, State of Florida, on August 28, 2026.
| |
SUNSHINE BIOPHARMA INC. |
| |
|
|
| |
|
|
| |
By: |
/s/ Dr. Steve N. Slilaty |
| |
|
Dr. Steve N. Slilaty |
| |
|
Chief Executive Officer |
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Dr. Steve N. Slilaty |
|
Chief Executive Officer and Director |
|
August 28, 2026 |
| Dr. Steve N. Slilaty |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Camille Sebaaly |
|
Chief Financial Officer and Director |
|
August 28, 2026 |
| Camille Sebaaly |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ David Natan |
|
Director |
|
August 28, 2026 |
| David Natan |
|
|
|
|
| |
|
|
|
|
| /s/ Dr. Andrew Keller |
|
Director |
|
August 28, 2026 |
| Dr. Andrew Keller |
|
|
|
|
| |
|
|
|
|
| /s/ Dr. Rabi Kiderchah |
|
Director |
|
August 28, 2026 |
| Dr. Rabi Kiderchah |
|
|
|
|
