Sunshine Biopharma (SBFM) majority holder clears path for up to 1-for-10 reverse split

Rhea-AI Filing Summary

Sunshine Biopharma Inc. reported that its majority voting stockholder, Dr. Steve N. Slilaty, has approved a potential reverse split of the company’s issued and outstanding common stock at a ratio of up to 1-for-10. The board of directors has discretion whether to implement the reverse split and to set the exact whole-number ratio within that range. The shareholder consent will become effective 20 days after a definitive information statement is mailed to stockholders. Dr. Slilaty, the company’s chief executive officer, holds approximately 96% of the total voting power of the company’s stockholders.

Insights

Capital structure analyst

Majority holder pre-approves a discretionary reverse split of up to 1-for-10.

Sunshine Biopharma has obtained written consent from its majority voting stockholder, Dr. Steve N. Slilaty, authorizing the board to implement a reverse stock split at a ratio of up to 1-for-10. The board may decide whether to proceed and what exact ratio to use within that limit.

The consent becomes effective 20 days after mailing a definitive information statement to stockholders, so any reverse split would follow that timing. Dr. Slilaty holds about 96% of total voting power, which effectively guarantees approval of this kind of corporate action.

Future disclosures around the board’s final decision on whether to implement the reverse split, and at what ratio, will clarify how the share structure might change after the consent becomes effective.

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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): February 18, 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) 330-0684

(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 5.07 Submission of Matters to a Vote of Security Holders.

On February 18, 2026, Dr. Steve N. Slilaty, as the holder of the majority of the voting power of the stockholders of Sunshine Biopharma Inc. (the “Company”), approved by written consent authorizing the Company’s board of directors to effect a reverse split of the Company’s issued and outstanding common stock in 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. The shareholder consent will be effective 20 days after the definitive information statement relating to such consent is mailed to stockholders. Dr. Slilaty, who is the Company’s chief executive officer, holds approximately 96% of the total voting power of the Company’s stockholders.

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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: February 20, 2026	SUNSHINE BIOPHARMA INC.
	By: /s/ Dr. Steve N. Slilaty
	Dr. Steve N. Slilaty, Chief Executive Officer

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FAQ

What did Sunshine Biopharma (SBFM) approve in this 8-K filing?

Sunshine Biopharma’s majority voting stockholder approved authorizing the board to implement a reverse stock split of the company’s common shares at a ratio of up to 1-for-10. The board retains discretion on whether to proceed and what exact whole-number ratio to use within that limit.

What is the maximum reverse split ratio approved for SBFM common stock?

The maximum approved reverse split ratio is up to 1-for-10 of Sunshine Biopharma’s issued and outstanding common stock. The exact whole-number ratio, if any, will be determined later by the board of directors in its discretion after the consent becomes effective.

Who approved the reverse split authority for Sunshine Biopharma (SBFM)?

The reverse split authority was approved by written consent from Dr. Steve N. Slilaty, Sunshine Biopharma’s chief executive officer and holder of the majority voting power. He controls approximately 96% of the total voting power of the company’s stockholders, allowing him to authorize such actions unilaterally.

When will Sunshine Biopharma’s reverse split consent become effective?

The shareholder consent for the potential reverse split becomes effective 20 days after Sunshine Biopharma mails the definitive information statement to its stockholders. Only after that effective date can the board of directors implement a reverse split under the approved authority, if it chooses to do so.

Does this filing mean SBFM will definitely complete a reverse stock split?

The filing does not guarantee a reverse split will occur; it authorizes the board to implement one at its discretion. The board may decide whether to effect a split at a whole-number ratio up to 1-for-10 after the shareholder consent becomes effective.

How much voting power does Sunshine Biopharma’s CEO hold?

Sunshine Biopharma’s chief executive officer, Dr. Steve N. Slilaty, holds approximately 96% of the total voting power of the company’s stockholders. This concentrated control allows him to approve major corporate actions by written consent without needing broader stockholder votes.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.5 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.7 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB