L1 Capital (SBFM) discloses 4.99% Sunshine Biopharma stake plus large warrant position

Rhea-AI Filing Summary

L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 111,535 Common Units of Sunshine Biopharma Inc., representing 4.99% of the class. This percentage is based on 2,123,635 Common Units outstanding as of May 28, 2026, as stated in a Definitive 14C Information Statement.

The filing notes exposure through 5,344,378 Series B Warrants and 400,000 Series C Warrants, each exercisable into common stock but subject to a 4.99% beneficial ownership limitation. L1 Capital holds sole voting and dispositive power over the 111,535 Common Units. Directors David Feldman and Joel Arber may be deemed beneficial owners under Rule 13d-3, but each disclaims beneficial ownership for all other purposes. The amendment also references an earlier filing covering 1,000,000 Common Units purchased on May 18, 2026.

Key Figures

Beneficially owned Common Units: 111,535 Percent of class: 4.99% Common Units outstanding: 2,123,635 +3 more

6 metrics

Beneficially owned Common Units 111,535 Common Units of Sunshine Biopharma beneficially owned by L1 Capital

Percent of class 4.99% Portion of Sunshine Biopharma Common Units class reported by L1 Capital

Common Units outstanding 2,123,635 Common Units outstanding as of May 28, 2026, used for ownership calculation

Series B Warrants 5,344,378 Series B Warrants exercisable into shares of common stock, subject to 4.99% cap

Series C Warrants 400,000 Series C Warrants exercisable into shares of common stock, subject to 4.99% cap

Earlier Common Units purchase 1,000,000 Common Units purchase on May 18, 2026 referenced by this amendment

Key Terms

beneficial ownership limitation, Series B Warrants, Series C Warrants, Rule 13d-3, +1 more

5 terms

beneficial ownership limitation regulatory

"each of which is subject to a 4.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Series B Warrants financial

"represent 5,344,378 Series B Warrants exercisable into shares of common stock"

Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.

Series C Warrants financial

"and 400,000 Series C Warrants exercisable into shares of common stock"

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.

Rule 13d-3 regulatory

"may be deemed to beneficially own (as that term is defined in Rule 13d-3 )"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

Definitive 14C Information Statement regulatory

"based on the Issuer's Definitive 14C Information Statement filed"

FAQ

What percentage of Sunshine Biopharma (SBFM) does L1 Capital currently report owning?

L1 Capital Global Opportunities Master Fund reports beneficial ownership of 4.99% of Sunshine Biopharma’s Common Units. This is based on 2,123,635 Common Units outstanding as of May 28, 2026, as referenced in a Definitive 14C Information Statement.

How many Sunshine Biopharma (SBFM) Common Units does L1 Capital beneficially own?

L1 Capital reports beneficial ownership of 111,535 Sunshine Biopharma Common Units. It has sole voting and dispositive power over all of these units, with no shared voting or dispositive power reported in this Schedule 13G/A amendment.

What warrant holdings related to Sunshine Biopharma (SBFM) does L1 Capital disclose?

L1 Capital discloses 5,344,378 Series B Warrants and 400,000 Series C Warrants, each exercisable into shares of common stock. Both series are subject to a 4.99% beneficial ownership limitation, constraining how many underlying shares can be counted as beneficially owned at any time.

On what share count is L1 Capital’s 4.99% stake in Sunshine Biopharma (SBFM) based?

The reported 4.99% ownership is calculated using 2,123,635 Sunshine Biopharma Common Units outstanding as of May 28, 2026. This outstanding share figure comes from the company’s Definitive 14C Information Statement filed on June 8, 2026.

What prior transaction does this Sunshine Biopharma (SBFM) Schedule 13G/A amendment reference?

The amendment refers to a prior filing covering 1,000,000 Common Units purchased on May 18, 2026. The current amendment updates ownership details, including the reduced reported stake of 111,535 Common Units, reflecting 4.99% of the class.

Who signs the Schedule 13G/A for L1 Capital regarding Sunshine Biopharma (SBFM)?

The filing is signed by David Feldman, a Director of L1 Capital Global Opportunities Master Fund, Ltd., dated August 14, 2026. He and fellow Director Joel Arber may be deemed beneficial owners under Rule 13d-3 but each disclaims beneficial ownership for other purposes.

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Available on EDGAR 08/14/2026 - 04:18 PM Accepted by SEC EDGAR 08/14/2026 - 04:10 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Sunshine Biopharma Inc.

(Name of Issuer)

Common Units, $ 0.001 par value

(Title of Class of Securities)

867781601

(CUSIP Number)

08/14/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 867781601

1

Names of Reporting Persons

L1 Capital Global Opportunities Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 111,535.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 111,535.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

111,535.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Sunshine Biopharma Inc.
(b)	Address of issuer's principal executive offices: 333 Las Olas Way, CU4 Suite 433, Fort Lauderdale, FL 33301
Item 2.
(a)	Name of person filing: L1 Capital Global Opportunities Master Fund, Ltd.
(b)	Address or principal business office or, if none, residence: 3rd Floor, Citrus Grove Building, 106 Goring Ave. George Town PO Box 10085 Grand Cayman, Cayman Islands KY1-1001
(c)	Citizenship: Cayman Islands
(d)	Title of class of securities: Common Units, $ 0.001 par value
(e)	CUSIP No.: 867781601
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 111,535 This amendment refers to a Schedule 13G filed with the Securities and Exchange Commission on May 22, 2026 covering 1,000,000 Common Units purchased on May 18, 2026. The amounts in Row (5), (7) and (9) represent 5,344,378 Series B Warrants exercisable into shares of common stock and 400,000 Series C Warrants exercisable into shares of common stock, each of which is subject to a 4.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 2,123,635 Common Units outstanding as of May 28, 2026, based on the Issuer's Definitive 14C Information Statement filed with the Securities and Exchange Commission on June 8, 2026. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 4.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 111,535
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 111,535
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	/s/ David Feldman
Name/Title:	David Feldman, Director
Date:	08/14/2026