L1 Capital reports 5.83% stake in Sunshine Biopharma

L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 1,000,000 Common Units of Sunshine Biopharma Inc., representing 5.83% of the class.

Rhea-AI Filing Summary

L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 1,000,000 Common Units of Sunshine Biopharma Inc., representing 5.83% of the class.

The filing states the percentage is based on 16,165,945 Common Units outstanding as referenced from the issuer's prospectus and Form 8-K filings dated May 19, 2026. The filing notes 2,000,000 Series C Warrants exercisable into common stock, which are subject to a 4.99% beneficial ownership limitation. The reporting person is organized in the Cayman Islands and is represented by Directors David Feldman and Joel Arber; the cover signature is by Mr. Feldman.

Insights

Securities Counsel

Disclosure shows an institutional holder reporting a 5.83% stake and noting warrant limitations.

The filing lists a 1,000,000 share position and states the percent of class is calculated from 16,165,945 Common Units outstanding, per the issuer's cited prospectus and Form 8-K. The filing also discloses 2,000,000 Series C Warrants with a stated 4.99% beneficial ownership limitation.

Key dependencies include the referenced prospectus/Filing for the outstanding share base and the warrant limitation language. Subsequent filings or prospectus updates will confirm if conversions or exercises change reported percentages.

Institutional Ownership Analyst

Holder reports a mid-single-digit stake that is material for disclosure but not control.

The reported 5.83% position is sourced to the issuer's cited outstanding share count. The filing clarifies voting and dispositive power as sole for 1,000,000 units. It separately mentions warrants that are limited by a 4.99% ownership cap, which affects potential dilution calculations.

Practical follow-ups: check issuer filings for any later amendments to outstanding shares or warrant terms that would alter percent ownership or exercisability.

Key Figures

Beneficial ownership: 1,000,000 shares Percent of class: 5.83% Shares outstanding: 16,165,945 shares +1 more

4 metrics

Beneficial ownership 1,000,000 shares Amount beneficially owned reported by L1 Capital

Percent of class 5.83% Percent based on disclosed outstanding shares

Shares outstanding 16,165,945 shares Outstanding Common Units cited from issuer prospectus and Form 8-K (May 19, 2026)

Series C Warrants 2,000,000 warrants Warrants exercisable into common stock (subject to 4.99% limit)

Key Terms

beneficially owned, Series C Warrants, beneficial ownership limitation, Rule 424(b)(4)

4 terms

beneficially owned regulatory

"Amount beneficially owned: 1,000,000"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Series C Warrants financial

"2,000,000 Series C Warrants exercisable into shares"

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.

beneficial ownership limitation regulatory

"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.

Rule 424(b)(4) regulatory

"based on the Issuer's Prospectus under Rule 424(b)(4)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does L1 Capital (SBFM) report in Sunshine Biopharma?

L1 Capital reports beneficial ownership of 1,000,000 Common Units, equal to 5.83% of the class based on 16,165,945 Common Units outstanding referenced in the filing.

Do the Series C Warrants increase L1 Capital's ownership in Sunshine Biopharma?

The filing discloses 2,000,000 Series C Warrants exercisable into common stock, but states they are subject to a 4.99% beneficial ownership limitation, which constrains immediate ownership increase.

How is the percent ownership calculated in the Schedule 13G for SBFM?

The percent is calculated using 16,165,945 Common Units outstanding as cited from the issuer's prospectus under Rule 424(b)(4) and a Form 8-K referenced in the filing dated May 19, 2026.

Who signed the Schedule 13G filing for L1 Capital at Sunshine Biopharma?

The signature on the filing is by David Feldman, identified as a Director of L1 Capital Global Opportunities Master Fund, Ltd., with Joel Arber noted as a director in the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 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

Sunshine Biopharma Inc.

(Name of Issuer)

Common Units, $ 0.001 par value

(Title of Class of Securities)

867781601

(CUSIP Number)

05/18/2026

(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 1,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

5.83 %

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: 161A Shedden Road, 1 Artillery Court, 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 Number(s): 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: 1,000,000 The amounts in Row (5), (7) and (9) represent 1,000,000 Common Units. The amounts do not include 2,000,000 Series C Warrants exercisable into shares of common stock, 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 16,165,945 Common Units outstanding, based on the Issuer's Prospectus under Rule 424(b)(4) and Current Report on For 8-K, each filed with the Securities and Exchange Commission on May 19, 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: 5.83%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,000,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,000,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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:	05/22/2026