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  4. [8-K] Sunshine Biopharma Inc. Reports Material Event

Sunshine Biopharma (Nasdaq: SBFM) enters $4M at-the-market stock sales deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sunshine Biopharma Inc. entered into an At-The-Market Issuance Sales Agreement with Aegis Capital Corp., allowing the company to sell shares of its common stock from time to time for an aggregate offering price of up to $4,000,000 in at-the-market offerings through or to Aegis as exclusive sales agent.

Sales may be effected directly on or through the Nasdaq Capital Market or other existing trading markets under Rule 415(a)(4). Aegis will receive a 3.0% commission on gross proceeds plus certain reimbursed expenses. Neither party is obligated to transact, and both may terminate the agreement. The shares will be issued under the company’s shelf registration statement on Form S-3 (File No. 333-284142), effective January 15, 2025, and a July 20, 2026 prospectus supplement.

Positive

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Negative

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Filing Explained

As of July 20, 2026, up to $4 million is future equity capacity, not reported proceeds from a completed share sale.

Sunshine Biopharma has established up to $4,000,000 of potential common-stock selling capacity, but this filing does not report a completed issuance; existing holders face potential ownership dilution only if shares are later sold.

The arrangement is an at-the-market program, meaning shares may be sold gradually into existing trading markets at prevailing prices rather than through one single-priced deal.

The Form S-3 is the registration framework for future sales and does not itself sell shares; the filing leaves the eventual price, number of shares, sale dates, and proceeds unresolved.

Those items would be established by any subsequent sales under the agreement, which the company may use or leave unused.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM Program Size $4,000,000 Aggregate offering price of common stock under At-The-Market Issuance Sales Agreement
Sales Agent Commission 3.0% of gross proceeds Commission payable to Aegis Capital on common stock sales under the agreement
Form S-3 File Number 333-284142 Shelf registration statement covering shares sold under the ATM program
S-3 Effective Date January 15, 2025 Date the Form S-3 shelf registration statement was declared effective
Sales Agreement Date July 20, 2026 Date Sunshine Biopharma entered the At-The-Market Issuance Sales Agreement
At-The-Market Issuance Sales Agreement financial
"entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”)"
An at-the-market issuance sales agreement lets a company sell newly created shares directly into the public market at the current market price through a broker, on an ongoing basis rather than in one large deal. For investors, it matters because it can provide the company with flexible cash like adding fuel a little at a time, but it can also reduce each existing share’s ownership percentage and put downward pressure on the stock if sales are large.
at-the-market offering regulatory
"deemed to be an “at-the-market offering” as defined in Rule 415(a)(4)"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
shelf registration statement regulatory
"The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement financial
"and a prospectus supplement to be filed with the SEC on July 20, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
indemnify regulatory
"the Company agreed to indemnify the Agent against certain liabilities"
To indemnify means to promise to cover or reimburse someone for losses, costs, or legal claims that arise from a specified action or event. For investors, indemnification shifts potential financial risk—like a safety net or warranty—so a party that agrees to indemnify protects others from unexpected liabilities, which can affect a company’s future expenses, deal terms, and perceived investment risk.

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

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FAQ

What agreement did Sunshine Biopharma (SBFM) enter on July 20, 2026?
Sunshine Biopharma entered an At-The-Market Issuance Sales Agreement with Aegis Capital Corp. The arrangement allows the company to sell common stock over time through Aegis as exclusive sales agent in at-the-market offerings under Rule 415(a)(4).

How much stock can Sunshine Biopharma (SBFM) sell under the new ATM program?
The company may sell up to an aggregate offering price of $4,000,000 of its common stock. Sales can occur from time to time in at-the-market offerings directly on or through the Nasdaq Capital Market or other existing trading markets.

What commission will Aegis Capital earn in Sunshine Biopharma’s (SBFM) ATM?
Aegis Capital will receive a 3.0% commission on the gross proceeds from any common stock sold under the agreement. In addition, Aegis is entitled to reimbursement of certain expenses related to acting as the exclusive sales agent.

Is Sunshine Biopharma (SBFM) required to sell shares under the ATM agreement?
No. Sunshine Biopharma is not obligated to sell any shares, and Aegis is not obligated to buy or sell shares under the agreement. Either party may terminate the Sales Agreement in accordance with its terms, making the program discretionary.

Under which registration statement will Sunshine Biopharma (SBFM) issue ATM shares?
Shares sold under the ATM will be issued pursuant to a shelf registration statement on Form S-3, File No. 333-284142, filed January 6, 2025, declared effective January 15, 2025, together with a prospectus supplement dated July 20, 2026.

Where can Sunshine Biopharma (SBFM) shares be sold under this ATM facility?
Sales under the agreement may be made by methods deemed an “at-the-market offering”, including sales made directly on or through the Nasdaq Capital Market or any other existing trading market for Sunshine Biopharma’s common stock, as permitted by applicable law.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 20, 2026

 

SUNSHINE BIOPHARMA INC.

(Exact name of registrant as specified in its charter)

 

Colorado 001-41282 20-5566275

(State or other jurisdiction

of incorporation)

 (Commission File Number) (IRS Employer ID No.)

 

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

(Address of principal executive offices) (Zip Code)

 

(954) 330-6684

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
     
Common Stock, par value $0.001 SBFM The Nasdaq Stock Market LLC
Common Stock Purchase Warrants SBFMW The Nasdaq Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 pursuant to Section 13(a) of the Exchange Act. ☐

 

 

   

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On July 20, 2026, Sunshine Biopharma Inc. (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp. (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s common stock, for an aggregate offering price of up to $4,000,000, in “at-the-market” offerings through or to the Agent, as exclusive sales agent. Subject to the terms and conditions of the Sales Agreement and the applicable placement notice, sales of our common stock may be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market or any other existing trading market for our common stock. The Agent will receive a commission from the Company of 3.0% of the gross proceeds from the sale of any shares of common stock under the Sales Agreement, in addition to reimbursement of certain expenses.

 

The Company is not obligated to sell, and the Sales Agent is not obligated to buy or sell, any shares of common stock under the Sales Agreement. No assurance can be given that the Company will sell any shares of common stock under the Sales Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place.

 

Pursuant to the Sales Agreement, the Company agreed to indemnify the Agent against certain liabilities, including under the Securities Act, and the Securities Exchange Act of 1934, as amended, and to contribute to payments that the Agent may be required to make because of such liabilities. The Company and the Agent may each terminate the Sales Agreement as provided in the Sales Agreement.

 

The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284142), filed with the Securities and Exchange Commission (the “SEC”) on January 6, 2025, and declared effective on January 15, 2025, and a prospectus supplement to be filed with the SEC on July 20, 2026.

 

The description of the material terms of the Sales Agreement above is qualified in its entirety by reference to the full text of the Sales Agreement filed as Exhibit 10.1 to this report.

 

A copy of the opinion of Hart & Hart, LLC relating to the validity of the shares of common stock that may be sold pursuant to the Sales Agreement is filed as Exhibit 5.1 to this report.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 
Exhibit No.   Description
5.1   Opinion of Hart & Hart, LLC
10.1   At-The-Market Issuance Sales Agreement, dated July 20, 2026
23.1   Consent of Hart & Hart, LLC (included in Exhibit 5.1)
104   Cover Page Interactive Data File (formatted in Inline XBRL).

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 20, 2026 SUNSHINE BIOPHARMA INC.
   
   
  By: /s/ Dr. Steve N. Slilaty                                           
 

Name: Dr. Steve N. Slilaty

Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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