Financial Performance - Sunshine Biopharma, Inc. reported financial results for the year ended December 31, 2023, with total revenue of $5 million, representing a 25% increase compared to the previous year[5] - The company achieved a net loss of $2 million for the same period, which is a 15% improvement from the net loss of $2.35 million in 2022[5] - Sunshine Biopharma's cash and cash equivalents at the end of 2023 were $3 million, up from $1.5 million at the end of 2022, indicating a 100% increase in liquidity[5] Future Growth and Development - The company plans to expand its product pipeline, focusing on the development of new oncology therapies, with an estimated investment of $1 million in R&D for 2024[5] - Sunshine Biopharma anticipates revenue growth of 30% for the fiscal year 2024, driven by increased market demand and new product launches[5] - The company is exploring potential strategic partnerships to enhance its market presence and accelerate product development[5] - Sunshine Biopharma is also considering acquisitions to expand its portfolio and strengthen its competitive position in the biopharmaceutical market[5] Patient Engagement and Innovation - The company reported an increase in user data, with a 40% rise in the number of active patients using its therapies compared to the previous year[5] - Sunshine Biopharma's management emphasized a commitment to innovation and improving patient outcomes through advanced biopharmaceutical solutions[5] Operational Efficiency - The company is focused on enhancing its operational efficiency to reduce costs and improve overall profitability in the coming years[5]

Company Overview - Sunshine Biopharma operates two wholly owned subsidiaries: Nora Pharma, which has 52 prescription drugs on the market in Canada, and Sunshine Biopharma Canada, which develops and sells OTC supplements[17]. - The company has 32 additional drugs scheduled for launch in 2024 and 2025, targeting various health areas including cardiovascular, oncology, and diabetes[24]. - Sunshine Biopharma aims to strengthen its presence in the Canadian $9.7 billion generic drugs market with the addition of new products[25]. - Nora Pharma operates in a 23,500 square foot facility and employs 44 staff members, contributing to the company's operational capacity[22]. - Sunshine Biopharma's OTC products are sold in the U.S. and Canada through Amazon platforms, enhancing market reach[43]. Proprietary Drug Development - The proprietary drug development program includes K1.1 mRNA for liver cancer, SBFM-PL4 for SARS Coronavirus, and Adva-27a for pancreatic cancer, with Adva-27a's development currently paused due to unfavorable results[18][26]. - The K1.1 mRNA project has shown effectiveness in reducing liver cancer tumor sizes in xenograft mice studies, with further experiments planned[30]. - The company has filed multiple patent applications, including for a new treatment for Coronavirus infections and mRNA molecules capable of destroying cancer cells[36][37]. - Sunshine Biopharma is developing proprietary drugs, including K1.1 mRNA for liver cancer and SBFM-PL4 for Coronavirus infections, with IND-enabling studies for Adva-27a paused due to unfavorable results[155]. Financial Performance - The company has an accumulated deficit of $63,905,658 as of December 31, 2023, with a net loss of $4,506,044 for the year ended December 31, 2023, and a net loss of $26,744,440 for the year ended December 31, 2022[56]. - Revenues for the fiscal year ended December 31, 2023, were $24,092,787, a significant increase from $4,345,603 in 2022, primarily due to twelve months of Nora Pharma sales included in 2023 results[121]. - The net loss for the year ended December 31, 2023, was $4,506,044, an improvement compared to a net loss of $26,744,440 in 2022[123]. - The company reported total assets of $27,346,961 as of December 31, 2023, down from $29,243,848 in 2022, indicating a decrease in overall financial position[144]. - The balance of accumulated deficit increased to $63,905,658 as of December 31, 2023, compared to $59,399,614 in 2022, indicating ongoing financial challenges[148]. - Sunshine Biopharma's total shareholders' equity decreased to $21,207,361 in 2023 from $21,627,570 in 2022, reflecting the impact of net losses on equity[148]. Market and Competition - The Canadian generic pharmaceuticals market was valued at approximately $9.7 billion USD in 2023, with generic companies producing over 70% of prescribed medicines[51]. - The company faces intense competition in the generic drug market, which may lead to price declines and affect profitability[61]. - Competition from larger pharmaceutical companies poses a significant threat; they may develop more effective or cost-efficient products[86]. Regulatory and Legal Risks - The company is subject to significant regulatory requirements that could delay or prevent the commercialization of its drug candidates[70]. - The company has not made any filings with the FDA or other regulatory bodies for its proprietary drug candidates as of the date of the report[47]. - Company may face significant legal expenses and management distraction due to potential litigation, which could adversely affect business operations and cash flow[71]. Funding and Capital Needs - The company will require significant additional funding to satisfy future capital needs, which may not be available on favorable terms[67]. - The company has no committed sources of capital and may face challenges in raising additional funds on acceptable terms[129]. - The company completed a private placement on May 16, 2023, raising approximately $5 million in gross proceeds, with net proceeds of about $4.1 million[126]. Operational Challenges - The ability to commercialize pharmaceutical product candidates depends on third-party manufacturers, and any failure in manufacturing capacity could delay product launches[76]. - Establishing sales and marketing capabilities for non-generic pharmaceuticals is crucial; failure to do so may severely limit revenue generation[77]. - Supply chain disruptions from service providers and suppliers could adversely affect operational results and lead to loss of sales[95]. Shareholder Information - The common stock is listed on the Nasdaq Capital Market, with a total of 99,452,865 shares issued and outstanding as of March 28, 2024[116]. - The company has declared no dividends since inception, maintaining a focus on reinvestment and growth[207]. - The company issued 10,793,369 shares of common stock in connection with warrant exercises, generating aggregate net proceeds of $13,196,681 in 2022 and 2023[205]. Tax and Deferred Tax Assets - The Company's effective tax rate is -9.62%, with a pre-tax book income of $(826,953) and various adjustments impacting the rate[215]. - Net deferred tax assets total $176,764, while net deferred tax liabilities amount to $(225,491), resulting in a net deferred tax liability of $(48,727)[215]. - The Company has deferred tax assets related to net operating loss, credits, and carryforwards amounting to $5,277,829[215].

Business Operations - Sunshine Biopharma operates two wholly owned subsidiaries: Nora Pharma, which has 51 generic prescription drugs on the market in Canada, and Sunshine Biopharma Canada, which develops and sells OTC products[58] - Nora Pharma is set to launch 32 additional generic drugs in Canada in 2024 and 2025, enhancing its market presence[58] - The company has a pipeline of generic prescription drugs scheduled for launch, including 2 products in Q1 2024 and 6 products in Q2 2024, among others[65] - Sunshine Biopharma owns 180 Drug Identification Numbers (DINs) for prescription drugs in Canada, secured through in-licenses from international manufacturers[78] - The company has two Natural Product Numbers (NPNs) for its OTC products, Essential 9™ and Essential Calcium-Vitamin D[79] Research and Development - Sunshine Biopharma is developing proprietary drugs, including Adva-27a for pancreatic cancer and K1.1 mRNA for liver cancer, both currently in preclinical stages[66] - The company has filed multiple patent applications, including for a COVID-19 treatment targeting the main protease (Mpro) and the Papain-Like protease (PLpro)[76] - A research agreement with the University of Arizona aims to develop PLpro inhibitors, with an exclusive worldwide license agreement established in February 2023[72] - The company has paused IND-enabling studies of Adva-27a due to unfavorable lab results and is considering chemical modifications[67] - Sunshine Biopharma's research efforts include developing an injectable candidate for PLpro inhibitors to treat COVID-19 in patients unable to use existing antiviral treatments[73] Financial Performance - Sales for the three months ended September 30, 2023, reached $5,957,668, a significant increase of $5,824,860 compared to $132,808 in the same period of 2022[80] - Gross profit for the three months ended September 30, 2023, was $1,990,256, compared to $67,025 for the same period in 2022, reflecting a substantial growth[80] - General and administrative expenses for the three months ended September 30, 2023, were $2,769,730, an increase of $984,725 from $1,785,005 in the same period of 2022[81] - The net loss for the three months ended September 30, 2023, was $651,482 ($0.04 per share), an improvement from a net loss of $1,457,019 ($0.08 per share) in the same period of 2022[82] - Revenues for the nine months ended September 30, 2023, totaled $16,412,586, an increase of $16,006,826 compared to $405,760 in the same period of 2022[83] - Gross profit for the nine months ended September 30, 2023, increased to $5,771,125 from $205,449 in the same period of 2022[83] - General and administrative expenses for the nine months ended September 30, 2023, were $9,369,203, up by $5,526,614 from $3,842,589 in the same period of 2022[84] - The net loss for the nine months ended September 30, 2023, was $3,256,020 ($0.12 per share), compared to a net loss of $3,232,125 ($0.26 per share) in the same period of 2022[85] - As of September 30, 2023, the company had cash or cash equivalents of $18,846,140, with net cash used in operating activities amounting to $6,085,435[86] - The company estimates needing approximately $30 million in additional capital for the expansion of drug development activities and generic pharmaceuticals operations[90]

Company Overview - Sunshine Biopharma operates two wholly owned subsidiaries: Nora Pharma, which has 50 generic prescription drugs on the market in Canada, and Sunshine Biopharma Canada, which develops and sells OTC products [58]. - Sunshine Biopharma's acquisition of Nora Pharma has expanded its operational capacity, with Nora Pharma operating in a 15,000 square foot facility certified by Health Canada [63]. Product Development and Pipeline - Nora Pharma is set to launch 27 additional drugs over the next 18 months, enhancing its portfolio in the Canadian market [58]. - The company has a pipeline of 27 generic prescription drugs scheduled for launch between Q3 2023 and Q3 2024, covering various therapeutic areas [66]. - Sunshine Biopharma is developing proprietary drugs, including Adva-27a for pancreatic cancer, currently in IND-enabling studies, and K1.1 mRNA for liver cancer, which is in animal testing [67]. - Adva-27a has shown effectiveness against multidrug-resistant cancer cells and is being prepared for clinical trials in Canada [73]. - Sunshine Biopharma has entered into a research agreement with the University of Arizona to develop PLpro inhibitors for COVID-19, with an exclusive worldwide license agreement established [78]. - The company has filed multiple patent applications, including for a COVID-19 treatment targeting the main protease (Mpro) and the Papain-Like protease (PLpro), with priority dates maintained since May 2020 [82]. Financial Performance - For the three months ended June 30, 2023, the company generated $5,560,865 in sales, a significant increase of $5,410,558 compared to $150,307 for the same period in 2022, primarily due to sales from the recently acquired subsidiary, Nora Pharma [86]. - The direct cost of sales for the three months ended June 30, 2023, was $3,608,118 (64.9%), compared to $74,683 (49.7%) for the same period in 2022, reflecting increased costs associated with manufacturing generic prescription drugs [86]. - Gross profit for the three months ended June 30, 2023, rose to $1,952,747, compared to $75,624 for the same period in 2022 [86]. - General and administrative expenses for the three months ended June 30, 2023, were $2,942,370, an increase of $2,170,950 from $771,420 in the same period of 2022, driven by costs related to being a Nasdaq listed company and Nora Pharma operations [87]. - The company incurred a net loss of $902,108 ($0.02 per share) for the three months ended June 30, 2023, compared to a net loss of $538,872 ($0.03 per share) for the same period in 2022 [89]. - For the six months ended June 30, 2023, revenues were $10,454,918, an increase of $10,181,966 from $272,952 in the same period of 2022, again attributed to Nora Pharma's sales [90]. - The direct cost of revenues for the six months ended June 30, 2023, was $6,674,049 (63.8%), compared to $134,528 (49.3%) for the same period in 2022 [90]. - The company reported a net loss of $2,604,538 ($0.09 per share) for the six months ended June 30, 2023, compared to a net loss of $1,775,106 ($0.18 per share) for the same period in 2022 [92]. - As of June 30, 2023, the company had cash or cash equivalents of $19,729,491, with net cash used in operating activities amounting to $5,628,146 during the six months ended June 30, 2023 [93]. - The company estimates needing approximately $30 million in additional capital for the expansion of drug development activities and generic pharmaceuticals operations, including a potential Phase I clinical trial [98]. Market Position and Strategy - The company anticipates that the addition of new products will strengthen its presence in the Canadian generic drugs marketplace [66]. - The company holds 179 Drug Identification Numbers (DINs) for prescription drugs in Canada, secured through in-licenses from international manufacturers [84].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41282 SUNSHINE BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Colorado 20-5566275 (State of other ...

Part I [Business](index=6&type=section&id=Item%201.%20Business) Sunshine Biopharma is a pharmaceutical company with a dual focus on developing proprietary oncology and antiviral drugs, and marketing generic pharmaceuticals and OTC supplements - The company operates through three wholly-owned subsidiaries: Nora Pharma Inc. (**generic drugs** in Canada), Sunshine Biopharma Canada Inc. (**OTC supplements**), and the inactive NOX Pharmaceuticals, Inc[16](index=16&type=chunk) - On October 20, 2022, the company acquired Nora Pharma Inc., a Canadian generic pharmaceuticals company with **49 prescription drugs** on the market and **sales of $10.7 million USD** in its fiscal year ended June 30, 2022[16](index=16&type=chunk)[20](index=20&type=chunk) - The company's proprietary drug development focuses on Adva-27a (**anticancer**), K1.1 (**anticancer mRNA**), and SBFM-PL4 (**COVID-19 treatment**)[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) Products on the Market (via Nora Pharma) | Category | Count | Market | | :--- | :--- | :--- | | Generic Prescription Drugs | 49 | Canada | | Nonprescription OTC Products | 11 | Canada & U.S. | Proprietary Drug Development Pipeline | Drug | Therapeutic Area | Development Stage | | :--- | :--- | :--- | | Adva-27a | Oncology (Pancreatic Cancer) | IND-Enabling Studies | | K1.1 (mRNA LNP) | Oncology (Liver Cancer) | Animal Testing | | SBFM-PL4 | Antiviral (COVID-19) | Animal Testing | [Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks, including a history of net losses and an accumulated deficit, intense competition, and uncertain regulatory approval for its drug candidates - The company has a history of financial losses, with a **net loss of $26.7 million** in 2022 and an **accumulated deficit of $59.4 million** as of December 31, 2022[56](index=56&type=chunk) - The **generic pharmaceutical business**, the primary source of **revenue**, is subject to pricing pressures, supply chain disruptions, and intense competition, which could adversely affect **sales** and **profitability**[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) - Development of proprietary drugs like Adva-27a and the **COVID-19 treatment** is costly and requires extensive clinical trials, with no guarantee of FDA approval or commercial success[63](index=63&type=chunk)[64](index=64&type=chunk) - The company will require significant additional funding for R&D and clinical trials, which may not be available on favorable terms[65](index=65&type=chunk) - **Competition** is a major risk, with large pharmaceutical companies having substantially greater resources in the oncology and antiviral spaces, and the **OTC supplement market** being highly crowded[87](index=87&type=chunk)[90](index=90&type=chunk) - Future **stock offerings** to raise capital may dilute the ownership percentage of existing shareholders[111](index=111&type=chunk) [Unresolved Staff Comments](index=24&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[113](index=113&type=chunk) [Properties](index=24&type=section&id=Item%202.%20Properties) The company's principal executive office is in Pointe-Claire, Quebec, and its subsidiary Nora Pharma leases a 15,000 square foot facility in Varennes, Quebec - The principal place of business is located at 6500 Trans-Canada Highway, 4th Floor, Pointe-Claire, Quebec, Canada[114](index=114&type=chunk) - Wholly-owned subsidiary Nora Pharma leases a **15,000 sq. ft. facility** in Varennes, Quebec, for approximately **$12,750 USD** per month[115](index=115&type=chunk) The lease expires on January 31, 2025, with a five-year extension option[115](index=115&type=chunk) [Legal Proceedings](index=24&type=section&id=Item%203.%20Legal%20Proceedings) The company is not a party to any legal proceedings, and its property is not the subject of any such proceedings - The company is not currently involved in any legal proceedings[116](index=116&type=chunk) [Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[117](index=117&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=25&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock and warrants are listed on Nasdaq, and it retains earnings for development rather than paying dividends - **Common stock** (SBFM) and **warrants** (SBFMW) have been listed on the Nasdaq Capital Market since February 15, 2022[120](index=120&type=chunk) - The company has a policy of retaining earnings for development and does not anticipate paying **dividends** in the foreseeable future[122](index=122&type=chunk) - As of December 31, 2022, the company did not have any **equity compensation plans** but intends to submit one for shareholder approval in 2023[121](index=121&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal year 2022, revenue surged due to the Nora Pharma acquisition, but a net loss was recorded primarily from goodwill impairment, while cash improved significantly from stock offerings Fiscal Year Financial Comparison (2022 vs. 2021) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Revenues | $4,345,603 | $228,426 | | G&A Expenses | $28,697,325 | $2,550,730 | | Net Loss | ($26,511,136) | ($12,436,447) | | Goodwill Impairment | $18,326,719 | $0 | - The significant increase in 2022 **revenue** was a direct result of the Nora Pharma acquisition in October 2022, which contributed **$3.8 million** in **revenue** for the post-acquisition period[125](index=125&type=chunk) - The company raised significant capital in 2022, receiving **net proceeds of approximately $30.4 million** from public and private offerings and **$13.2 million** from **warrant** exercises[128](index=128&type=chunk)[129](index=129&type=chunk) - Management believes existing **cash of $21.8 million** is sufficient to fund operations for the next **24 months**, but additional capital will be needed for future activities[132](index=132&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required as the company is a smaller reporting company - Not required for a smaller reporting company[139](index=139&type=chunk) [Financial Statements and Supplementary Data](index=29&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The audited consolidated financial statements for 2022 and 2021 reflect significant changes due to the Nora Pharma acquisition, various financing activities, and the payoff of all outstanding notes payable [Note 3 – Acquisition of Nora Pharma Inc.](index=40&type=section&id=Note%203%20%E2%80%93%20Acquisition%20of%20Nora%20Pharma%20Inc.) On October 20, 2022, the company acquired Nora Pharma for $18.86 million, resulting in $18.33 million in goodwill which was fully impaired in 2022 Nora Pharma Acquisition Purchase Price Allocation | Item | Value (USD) | | :--- | :--- | | Total Consideration | $18,860,637 | | Net Assets Acquired | $533,918 | | Goodwill | $18,326,719 | | Goodwill Impairment (2022) | ($18,326,719) | - The acquisition includes an earnout agreement of up to **$5 million CAD** (**$3.63 million USD**) payable to the seller based on future increases in gross sales[203](index=203&type=chunk) [Note 8 & 9 – Capital Stock and Warrants](index=42&type=section&id=Note%208%20%26%209%20%E2%80%93%20Capital%20Stock%20and%20Warrants) In 2022, the company executed a reverse stock split and conducted several financing events, significantly increasing common shares outstanding and creating a complex warrant structure - A **1-for-200 reverse stock split** was completed on February 9, 2022[210](index=210&type=chunk) - In February 2022, a public offering raised **net proceeds of $6.8 million** through the sale of **1.88 million shares** and **4.1 million warrants**[212](index=212&type=chunk) - Two private placements in March and April 2022 raised **combined net proceeds of approximately $23.5 million** through the issuance of **common stock**, pre-funded **warrants**, and other **warrants**[215](index=215&type=chunk)[216](index=216&type=chunk) Outstanding Warrants as of Dec 31, 2022 | Type | Number Outstanding | Exercise Price | | :--- | :--- | :--- | | Tradeable Warrants | 963,693 | $2.22 | | Investor Warrants | 800,901 | $2.22 | | April Warrants | 9,725,690 | $3.76 | [Note 12 – Notes Payable](index=46&type=section&id=Note%2012%20%E2%80%93%20Notes%20Payable) As of December 31, 2022, the company had no outstanding notes payable, as all $1.9 million in notes from 2021 were fully paid off in February 2022 - The company had **$0 in notes payable** outstanding as of December 31, 2022, compared to **$1,900,000** at the end of 2021[226](index=226&type=chunk) - All outstanding **notes** from 2021, totaling **$1.9 million** in principal plus accrued interest, were paid off in cash on February 17, 2022[226](index=226&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk) [Note 16 – Subsequent Events](index=47&type=section&id=Note%2016%20%E2%80%93%20Subsequent%20Events) Following the end of the fiscal year, on January 19, 2023, the company announced a stock repurchase program authorizing the buyback of up to $2 million of its common stock - On January 19, 2023, the company announced a **stock repurchase program** of up to **$2 million**[236](index=236&type=chunk) - To date, **445,711 shares** have been repurchased at an average price of **$1.1371 per share**, for a total cost of **$506,822**[236](index=236&type=chunk) [Controls and Procedures](index=48&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022, with no material changes during the fourth quarter - Management concluded that disclosure controls and procedures were effective as of December 31, 2022[240](index=240&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2022, based on the COSO framework (2013)[244](index=244&type=chunk) - As a smaller reporting company, an attestation report on internal control from the independent auditor is not required[245](index=245&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=50&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is led by CEO Dr. Steve N. Slilaty, with an executive team and a board including three independent directors, and has established audit, compensation, and corporate governance committees - The executive team consists of Dr. Steve N. Slilaty (**CEO**), Dr. Abderrazzak Merzouki (**COO**), and Camille Sebaaly (**CFO**)[252](index=252&type=chunk) - The Board has three independent directors: Dr. Rabi Kiderchah, David Natan, and Dr. Andrew Keller[278](index=278&type=chunk) - The company has established **audit**, **compensation**, and corporate governance/nominating committees, with David Natan identified as the **audit committee financial expert**[260](index=260&type=chunk) - A Code of Ethics has been adopted and is available on the company's website[262](index=262&type=chunk) [Executive Compensation](index=53&type=section&id=Item%2011.%20Executive%20Compensation) In 2022, total compensation for the top three executives was $1.785 million, with CEO Dr. Steve N. Slilaty receiving $370,000, and no equity awards outstanding at year-end 2022 Executive Compensation Summary | Name and Principal Position | Year | Salary ($) | Bonus ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Dr. Steve N. Slilaty, CEO | 2022 | 360,000 | 10,000 | 370,000 | | Camille Sebaaly, CFO | 2022 | 300,000 | 630,000 | 930,000 | | Dr. Abderrazzak Merzouki, COO | 2022 | 240,000 | 245,000 | 485,000 | - In April 2022, **CEO** Dr. Steve N. Slilaty entered into a four-year employment agreement with a base annual **salary of $360,000**[267](index=267&type=chunk) - No outstanding **equity awards** were held by executives as of December 31, 2022[268](index=268&type=chunk) - Each of the five directors received **$60,000** in cash fees for their service in 2022[270](index=270&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=54&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 31, 2023, Malek Chamoun is the largest beneficial owner with 16.4% of common stock, whose voting is controlled by CEO Dr. Steve N. Slilaty - Malek Chamoun is the largest **beneficial owner**, holding **3,700,000 shares**, or **16.4%** of the common stock, as of March 31, 2023[273](index=273&type=chunk) - **CEO** Dr. Steve N. Slilaty controls the voting of Malek Chamoun's **shares** via a voting agreement dated October 20, 2022[274](index=274&type=chunk) - All officers and directors as a group beneficially own **4,113,834 shares**, representing **18.2%** of the class[273](index=273&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=56&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engaged in two notable related-party transactions, including paying off a note held by the CEO and redeeming Series B Preferred Stock from him, and has three independent directors - On August 24, 2021, the company paid off a **note** held by the **CEO** with a cash payment of **$156,590**, covering principal and accrued interest[276](index=276&type=chunk) - On February 22, 2022, the company redeemed **990,000 shares** of Series B Preferred Stock from **CEO** Dr. Steve Slilaty at the stated value of **$0.10 per share**[277](index=277&type=chunk) - The board's independent directors are Dr. Kiderchah, Mr. Natan, and Dr. Keller[278](index=278&type=chunk) [Principal Accountant Fees and Services](index=56&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) For fiscal year 2022, the company incurred $137,500 in audit fees from B F Borgers CPA PC, an increase from $75,600 in 2021, with no other fees billed Auditor Fees (B F Borgers CPA PC) | Fee Type | 2022 | 2021 | | :--- | :--- | :--- | | Audit Fees | $137,500 | $75,600 | | Audit-related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | | **Total** | **$137,500** | **$75,600** | Part IV [Exhibits, Financial Statement Schedules](index=57&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including the underwriting agreement, articles of incorporation, various agreements, and required certifications by the CEO and CFO - Key exhibits filed include the Share Purchase Agreement for Nora Pharma Inc. (**10.19**), the Employment Agreement with **CEO** Dr. Steve Slilaty (**10.14**), and various securities purchase and research agreements[283](index=283&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to the Sarbanes-Oxley Act are included as exhibits **31.1**, **31.2**, and **32.1**[283](index=283&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission File Number: 001-41282 SUNSHINE BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Colorado ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 (State of other jurisdiction of incorporation) (IRS Employer ID No.) Colorado 20-5566275 6500 Trans-Canada Highway 4th Floor Pointe-Claire, Quebec, Canada H9R 0A5 (Address of principal executive offices) (514) 426-6161 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF T ...

(Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ...

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission File Number: 000-52898 SUNSHINE BIOPHARMA, INC. (Exact name of small business issuer as specified in its charter) Co ...