Table of Contents
As filed with the Securities and Exchange Commission
on May 25, 2023
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
SUNSHINE BIOPHARMA,
INC.
(Exact name of registrant as specified in its charter)
Colorado |
|
20-5566275 |
(State of incorporation) |
|
(IRS Employer Identification No.) |
6500 Trans-Canada Highway
4th Floor
Pointe-Claire, Quebec, Canada H9R 0A5
(514) 426-6161
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Dr. Steve N. Slilaty
6500 Trans-Canada Highway
4th Floor
Pointe-Claire, Quebec, Canada H9R 0A5
(514) 426-6161
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Gregory Sichenzia, Esq.
Jeff Cahlon, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 31st Floor
New York, New York 10036
(212) 930-9700
Approximate date of commencement
of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering: ¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ |
|
Accelerated filer ☐ |
Non-accelerated filer x |
|
Smaller reporting company x |
|
|
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 7(a)(2)(B) of the Exchange Act. ¨
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant
to said Section 8(a), may determine.
The information in this
prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted. |
PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION |
DATED MAY 25, 2023 |
17,857,143 Shares of Common Stock
Pursuant to this prospectus,
the selling stockholder identified herein is offering on a resale basis an aggregate of 17,857,143 shares of common stock, par value $0.001
per share, of Sunshine Biopharma, Inc., of which (i) 2,450,000 shares are issued and outstanding, (ii) 3,502,381 shares are issuable upon
exercise of pre-funded warrants, or the Pre-Funded Warrants, each exercisable into one share of common stock at an exercise price per
share of $0.001, without expiration, and (iii) 11,904,762 shares are issuable upon exercise of common warrants, or the Common Warrants,
each exercisable into one share of common stock at an exercise price per share of $0.59, expiring on November 16, 2028. We refer to the
Pre-Funded Warrants and the Common Warrants, collectively, as the Private Placement Warrants. The outstanding shares of common stock and
the Private Placement Warrants were issued to the selling stockholder in connection with a private placement we completed on May 16, 2023,
or the Private Placement. We will not receive any of the proceeds from the sale by the selling stockholder of the common stock. Upon any
exercise of the Private Placement Warrants by payment of cash, however, we will receive the exercise price of the Private Placement Warrants
(less a 10% fee to be paid to the placement agent for the Private Placement).
The selling stockholder may
sell or otherwise dispose of the common stock covered by this prospectus in a number of different ways and at varying prices. We provide
more information about how the selling stockholder may sell or otherwise dispose of the common stock covered by this prospectus in the
section entitled “Plan of Distribution” on page 8. Discounts, concessions, commissions and similar selling expenses attributable
to the sale of common stock covered by this prospectus will be borne by the selling stockholder. We will pay all expenses (other than
discounts, concessions, commissions and similar selling expenses) relating to the registration of the common stock with the Securities
and Exchange Commission, or the SEC.
You should carefully read
this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest
in our common stock.
Our common stock is listed
on The Nasdaq Capital Market under the symbol “SBFM.” On May 24, 2023, the last reported sale price for our common stock was
$0.60 per share.
Investing in our common
stock involves substantial risk. Please read “Risk Factors” beginning on page 4 of this prospectus and in the documents we
incorporate by reference.
Neither the SEC nor any
state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is ______________,
2023.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement that we have filed with the SEC pursuant to which the selling stockholder named herein may, from time to time,
offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. You should not assume that the information
contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any
information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference,
even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important
for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein,
in making your investment decision. You should also read and consider the information in the documents to which we have referred you under
“Where You Can Find More Information” and “Information Incorporated by Reference” in this prospectus.
We have not authorized anyone
to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. You
must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus
does not constitute an offer to sell or the solicitation of an offer to buy any of our shares of common stock other than the shares of
our common stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities
in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come
into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe,
any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.
As used in this prospectus
and unless otherwise indicated, the terms “we,” “us,” “our,” “Sunshine Biopharma,” or
the “Company” refer to Sunshine Biopharma, Inc. and its wholly owned subsidiaries.
SUMMARY
This summary highlights
certain information appearing elsewhere in this prospectus and in the documents we incorporate by reference into this prospectus. The
summary is not complete and does not contain all of the information that you should consider before investing in our common stock. After
you read this summary, you should read and consider carefully the entire prospectus and any prospectus supplement and the more detailed
information and financial statements and related notes that are incorporated by reference into this prospectus and any prospectus supplement.
If you invest in our shares, you are assuming a high degree of risk.
About Us—Business Overview
Sunshine Biopharma Inc. is
a pharmaceutical company offering and researching life-saving medicines in a wide variety of therapeutic areas, including oncology and
antivirals. In addition to our own drug development operation, we conduct our operations through two wholly owned subsidiary companies
including Nora Pharma Inc., a Canadian corporation with a portfolio consisting of 50 prescription drugs on the market in Canada and 28
additional drugs scheduled to be launched in 2023 and 2024, and Sunshine Biopharma Canada Inc., a Canadian corporation which develops
and sells OTC supplements.
Corporate Information
Our principal executive offices
are located at 6500 Trans-Canada Highway, 4th Floor, Pointe-Claire, Quebec, Canada H9R 0A5, and our telephone number is (514) 426-6161.
Our website address is www.sunshinebiopharma.com. Information on our website is not part of this prospectus.
Private Placement
On May 12, 2023, the Company
entered into a securities purchase agreement, or the Purchase Agreement, with the selling stockholder, pursuant to which the Company issued
and sold, (i) 2,450,000 shares of common stock, (ii) Pre-Funded Warrants to purchase up to 3,502,381 shares of common stock and (iii)
Common Warrants to purchase up to 11,904,762 shares of common stock. Each share of common stock and accompanying two Common Warrants were
sold together at a combined offering price of $0.84, and each Pre-Funded Warrant and accompanying two Common Warrants were sold together
at a combined offering price of $0.839. Subject to certain ownership limitations, the Private Placement Warrants are exercisable upon
issuance. Each Pre-Funded Warrant is exercisable into one share of common stock at an exercise price per share of $0.001 (as adjusted
from time to time in accordance with the terms thereof) and does not expire. Each Common Warrant is exercisable into one share of common
stock at an exercise price per share of $0.59 (as adjusted from time to time in accordance with the terms thereof) and will expire five
and a half years from the date of issuance. In connection with the Private Placement, the Company engaged Aegis Capital Corp. to serve
as exclusive placement agent. The Private Placement closed on May 16, 2023.
The issuance and sale of the
shares of common stock and the Private Placement Warrants pursuant to the Purchase Agreement and the issuance and sale of the shares of
common stock issuable upon exercise of the Private Placement Warrants were not registered under the Securities Act of 1933, as amended,
or the Securities Act, and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Regulation
D promulgated thereunder.
In connection with the Purchase
Agreement, on May 12, 2023, the Company entered into a registration rights agreement with the selling stockholder. Pursuant to the registration
rights agreement, the Company agreed to file a registration statement on Form S-3 for the resale by the selling stockholder of the outstanding
shares of common stock that were issued pursuant to the Private Placement, and the shares of common stock issuable upon exercise of the
Private Placement Warrants, within 15 days from the closing of the Private Placement.
We are filing the registration
statement of which this prospectus forms a part to satisfy our obligations under the registration rights agreement.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, or
the Exchange Act. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating
performance. We may, in some cases, use words such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “will,” “would” or the negative of those terms, and similar expressions that convey uncertainty
of future events or outcomes to identify these forward-looking statements.
These forward-looking statements
reflect our management’s beliefs and views with respect to future events, are based on estimates and assumptions as of the date
of this prospectus and are subject to risks and uncertainties, many of which are beyond our control, that could cause our actual results
to differ materially from those in these forward-looking statements. We discuss many of these risks in greater detail in this prospectus
under “Risk Factors” and in our Annual Report on Form 10-K filed with the SEC on April 4, 2023, as well as those described
in the other documents we file with the SEC. Moreover, new risks emerge from time to time. It is not possible for our management to predict
all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties,
you should not place undue reliance on these forward-looking statements.
We undertake no obligation
to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as
may be required by applicable laws or regulations.
RISK FACTORS
An investment in our securities
involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties
discussed below, as well as those under the heading “Risk Factors” contained in our Annual Report on Form 10-K for the year
ended December 31, 2022 as filed with the SEC, and as incorporated by reference in this prospectus, as the same may be amended, supplemented
or superseded by the risks and uncertainties described under similar headings in the other documents that are filed by us after the date
hereof and incorporated by reference into this prospectus. Please also read carefully the section above titled “Special Note Regarding
Forward-Looking Statements.”
The sale of a substantial
amount of our common stock, including resale of the shares of common stock held by the selling stockholder in the public market, could
adversely affect the prevailing market price of our common stock.
We are registering for resale
17,857,143 shares of common stock, including 15,407,143 shares of common stock issuable upon the exercise of Private Placement Warrants
held by the selling stockholder. Sales of substantial amounts of our common stock in the public market, or the perception that such sales
might occur, could adversely affect the market price of our common stock. We cannot predict if and when the selling stockholder may sell
such shares in the public market.
USE OF PROCEEDS
We will not receive any of
the proceeds from any sale or other disposition of the shares of common stock covered by this prospectus. All proceeds from the sale of
the shares will be paid directly to the selling stockholder. We will receive proceeds upon the cash exercise of the Private Placement
Warrants, however. Assuming full cash exercise of the Private Placement Warrants, we would receive gross proceeds of approximately $7.0
million (prior to deducting a 10% fee payable to the placement agent). We currently intend to use any net proceeds from Private Placement
Warrant exercises for our drug development activities and general corporate purposes, including working capital.
To the extent the resale of
the shares of common stock underlying the Common Warrants is registered under the Securities Act and there is a prospectus available for
such registered resale, holders of Common Warrants are required to pay the exercise price for the Common Warrants in cash. If no such
registration statement and prospectus are available following November 16, 2023, the Common Warrants may be exercised through cashless
exercise, where the holder of the Common Warrant receives fewer shares upon exercise of its Common Warrant but does not pay the Company
any cash to exercise the Common Warrant.
SELLING STOCKHOLDER
The shares of common stock
being offered by the selling stockholder are those previously issued to the selling stockholder, and those issuable to the selling stockholder,
upon exercise of the Private Placement Warrants. For additional information regarding the issuances of those shares of common stock and
Private Placement Warrants, see the description of the Private Placement in “Summary - Private Placement” above. We
are registering the shares of common stock in order to permit the selling stockholder to offer the shares for resale from time to time.
The selling stockholder has not had any material relationship with us within the past three years. The selling stockholder is not a broker-dealer
or an affiliate of a broker-dealer.
The table below sets forth
the name of the selling stockholder and other information regarding the beneficial ownership of the shares of common stock by the selling
stockholder. The second column lists the number of shares of common stock beneficially owned by the selling stockholder, based on its
ownership of the shares of common stock and warrants, as of May 23, 2023, assuming exercise of the warrants (including the Private Placement
Warrants) held by the selling stockholder on that date, without regard to any limitations on exercises.
The third column lists the
shares of common stock being offered by this prospectus by the selling stockholder.
In accordance with the terms
of a registration rights agreement with the selling stockholder, this prospectus generally covers the resale of the sum of (i) the number
of shares of common stock issued to the selling stockholder in the description of the Private Placement referenced above and (ii) the
maximum number of shares of common stock issuable upon exercise of the related Private Placement Warrants, determined as if the outstanding
Private Placement Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was
initially filed with the SEC, without regard to any limitations on the exercise of the Private Placement Warrants. The fourth column assumes
the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.
Under the terms of the Private
Placement Warrants, the selling stockholder may not exercise the Private Placement Warrants to the extent such exercise would cause such
selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which
would exceed 4.99% or 9.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination
shares of common stock issuable upon exercise of the Private Placement Warrants which have not been exercised. The number of shares in
the second column does not reflect this limitation. The selling stockholder may sell all, some or none of their shares in this offering.
See “Plan of Distribution.”
Name of Selling stockholder |
Number of Shares of Common Stock Owned Prior
to Offering
(1) |
|
Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus |
|
Number of Shares of
Common Stock Owned
After Offering
(2) |
|
Percentage of Outstanding Common Stock Owned After the Offering (7) |
Armistice Capital, LLC (3) |
25,837,193 |
(4) |
17,857,143 |
(5) |
7,980,050 |
(6) |
16.6% |
___________________
|
|
(1) |
Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest in the security. To our knowledge, subject to community property laws where applicable, the selling stockholder named in the table has sole voting and investment power with respect to the common stock shown as beneficially owned by the selling stockholder, except as otherwise indicated in the footnotes to the table. |
(2) |
Represents the amount of shares that will be held by the selling stockholder after completion of this offering based on the assumptions that (a) all common stock underlying Private Placement Warrants registered for sale by the registration statement of which this prospectus is part will be sold and (b) no other shares of common stock are acquired or sold by the selling stockholder prior to completion of this offering. However, the selling stockholder may sell all, some or none of such shares offered pursuant to this prospectus and may sell other shares of common stock that they may own pursuant to another registration statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registration provisions of the Securities Act, including under Rule 144. |
|
|
(3) |
The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The warrants are subject to a beneficial ownership limitation of 4.99% or 9.99%, which such limitation restricts the selling stockholder from exercising that portion of the warrants that would result in the selling stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The amounts and percentages in the table do not give effect to the beneficial ownership limitations. The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Ave, 7th Floor, New York, NY 10022. |
|
|
(4) |
Ownership prior to the offering represents (i) 2,450,000 shares of common stock, (ii) 3,502,381 shares of common stock issuable upon exercise of Pre-Funded Warrants, (iii) 11,904,762 shares of common stock issuable upon exercise of Common Warrants, and (iv) 7,980,050 shares of common stock issuable upon exercise of other warrants. The Pre-Funded Warrants, Common Warrants and other warrants are each subject to certain beneficial ownership limitations that prohibit the Master Fund from exercising any portion of them if, following such exercise, the Master Fund’s ownership of our common stock would exceed the relevant warrant’s ownership limitation. |
|
|
(5) |
Represents (i) 2,450,000 shares of common stock, (ii) 3,502,381 shares of common stock issuable upon exercise of Pre-Funded Warrants, and (iii) 11,904,762 shares of common stock issuable upon exercise of Common Warrants. The Pre-Funded Warrants and Common Warrants are each subject to certain beneficial ownership limitations that prohibit the Master Fund from exercising any portion of them if, following such exercise, the Master Fund’s ownership of our common stock would exceed the relevant warrant’s ownership limitation. |
|
|
(6) |
Following the offering, the selling stockholder
will own 7,980,050 warrants. Such warrants are subject to a 4.99% beneficial ownership limitation. The number and percentage of shares
in the table do not give effect to such limitation. |
|
|
(7) |
Based on 24,589,921 shares of common stock outstanding as of May 23, 2023, and assumes that following the offering all of the 15,407,143 Private Placement Warrants will have been exercised (such that 39,997,064 shares of common stock will be outstanding), and all of the shares offered by the selling stockholder hereunder will have been sold. |
PLAN OF DISTRIBUTION
The selling stockholder
of the securities and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities
covered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded
or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholder may use any one or more of the following
methods when selling securities:
| · | ordinary brokerage transactions and transactions
in which the broker-dealer solicits purchasers; |
| · | block trades in which the broker-dealer will
attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| · | purchases by a broker-dealer as principal and
resale by the broker-dealer for its account; |
| · | an exchange distribution in accordance with the
rules of the applicable exchange; |
| · | privately negotiated transactions; |
| · | settlement of short sales; |
| · | in transactions through broker-dealers that agree
with the selling stockholder to sell a specified number of such securities at a stipulated price per security; |
| · | through the writing or settlement of options
or other hedging transactions, whether through an options exchange or otherwise; |
| · | a combination of any such methods of sale; or |
| · | any other method permitted pursuant to applicable
law. |
The selling stockholder
may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under
this prospectus.
Broker-dealers engaged by
the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to
be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary
brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance
with FINRA IM-2440.
In connection with the sale
of the securities or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling
stockholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling stockholder
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. The selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or
indirectly, with any person to distribute the securities.
We are required to pay certain
fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the selling stockholder against
certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus
effective until the earlier of (i) the date on which the securities may be resold by the selling stockholder without registration and
without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with
the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities
have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities
will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in
certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement
of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the selling stockholder
or any other person. We will make copies of this prospectus available to the selling stockholder and have informed them of the need to
deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the
Securities Act).
LEGAL MATTERS
The validity of the shares
of common stock offered hereby will be passed upon for us by Andrew I. Telsey, P.C.
EXPERTS
The consolidated financial
statements of Sunshine Biopharma, Inc. at December 31, 2022 and 2021 appearing in our Annual Report on Form10-K for the year ended December
31, 2022, have been audited by of B F Borgers CPA PC, independent registered public accountants, as set forth in its report thereon included
therein, and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act that registers the shares of our common stock covered by this prospectus.
This prospectus does not contain all of the information set forth in the registration statement and the exhibits thereto. For further
information with respect to us and our common stock, you should refer to the registration statement and the exhibits filed as a part of
the registration statement. Statements contained in or incorporated by reference into this prospectus concerning the contents of any contract
or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement
or one of our filings with the SEC that is incorporated by reference into the registration statement, we refer you to the copy of the
contract or document that has been filed. Each statement contained in or incorporated by reference into this prospectus relating to a
contract or document filed as an exhibit is qualified in all respects by the filed exhibit.
We are subject to the informational
reporting requirements of the Exchange Act. We file reports, proxy statements and other information with the SEC. Our SEC filings are
available over the Internet at the SEC’s website at http://www.sec.gov.
We make available, free of
charge, on our website at www.sunshinebiopharma.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and amendments to those reports and statements as soon as reasonably practicable after they are filed with the SEC. The contents
of our website are not part of this prospectus, and the reference to our website does not constitute incorporation by reference into this
prospectus of the information contained on or through that site, other than documents we file with the SEC that are specifically incorporated
by reference into this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus the information in documents we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and
information that we file later with the SEC will automatically update and supersede this information. Any statement contained in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained in or omitted from this prospectus or any accompanying prospectus supplement, or in any other
subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We incorporate by reference
the documents listed below and any future documents that we file with the SEC (excluding any portion of such documents that are furnished
and not filed with the SEC) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the
registration statement of which this prospectus forms a part prior to the effectiveness of the registration statement and (ii) after the
date of this prospectus until the offering of the securities is terminated:
| · | our Annual Report on Form 10-K for our fiscal year ended December 31, 2022, filed with the SEC on April 4, 2023; |
| · | our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 10, 2023; |
| · | our Current Reports on Form 8-K filed with the SEC on February 10, 2023, February 13, 2023, February 28, 2023, March 24, 2023, April
19, 2023, and May 16, 2023; |
| · | our preliminary proxy statement on Schedule 14A filed with the SEC on May 2, 2023; and |
| · | the description of our common stock contained in our Registration Statement on Form 8-A, registering our common stock under Section
12(b) under the Exchange Act, filed with the SEC on February 10, 2022. |
You may request a copy of
these filings, at no cost, by writing or telephoning us at the following address: Sunshine Biopharma, Inc., 6500 Trans-Canada Highway,
4th Floor, Pointe-Claire, Quebec, Canada H9R 0A5; telephone number (514) 426-6161.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table provides
information regarding the various expenses (other than placement agent fees) payable by us in connection with the issuance and distribution
of the securities being registered hereby. All amounts shown are estimates except the SEC registration fee.
Securities and Exchange Commission Registration Fee | |
$ | 1,259 | |
Legal Fees and Expenses | |
| 275,000 | |
Accounting Fees and Expenses | |
| 10,800 | |
Miscellaneous | |
| 5,000 | |
Total | |
$ | 292,059 | |
Item 15. Indemnification of Officers and Directors.
Section 7-108-402 of the Colorado
Business Corporation Act (the “CBCA”) provides, generally, that the articles of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty
as a director, except that any such provision shall not eliminate or limit the liability of a director for (i) any breach of the director’s
duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) acts specified in Section 7-108-403 of the CBCA, or (iv) any transaction from which the director
directly or indirectly derived an improper personal benefit.
Section 7-109-102(1) of the
CBCA permits indemnification of a director of a Colorado corporation, in the case of a third party action, if the director (a) conducted
himself or herself in good faith, (b) reasonably believed that (i) in the case of conduct in his or her official capacity, his or her
conduct was in the corporation’s best interest, or (ii) in all other cases, his or her conduct was not opposed to the corporation’s
best interest, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. Section
7-109-103 further provides for mandatory indemnification of directors and officers who are successful on the merits or otherwise in litigation.
Section 7-109-102(4) of the
CBCA limits the indemnification that a corporation may provide to its directors in two key respects. A corporation may not indemnify a
director in a derivative action in which the director is held liable to the corporation, or in any proceeding in which the director is
held liable on the basis of his improper receipt of a personal benefit. Sections 7-109-104 of the CBCA permits a corporation to advance
expenses to a director, and Section 7-109-107(1)(c) of the CBCA permits a corporation to indemnify and advance litigation expenses to
officers, employees and agents who are not directors to a greater extent than directors if consistent with law and provided for by the
bylaws, a resolution of directors or shareholders, or a contract between the corporation and the officer, employee or agent.
Our bylaws include provisions
that require the Company to indemnify our directors or officers against monetary damages for actions taken as a director or officer of
our Company. We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers,
employees and agents for certain liabilities. Our articles of incorporation do not contain any limiting language regarding director immunity
from liability.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing
provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed
by the final adjudication of such issue.
Item 16. Exhibits.
* |
Filed herewith. |
|
|
(1) |
Incorporated by reference to SB-2 filed with the SEC on October 19, 2007. |
(2) |
Incorporated by reference to 8-K filed with the SEC on November 6, 2009. |
(3) |
Incorporated by reference to 10-Q filed with the SEC on August 4, 2010. |
(4) |
Incorporated by reference to 8-K filed with the SEC on June 1, 2015. |
(5) |
Incorporated by reference to 8-K filed with the SEC on June 24, 2020. |
(6) |
Incorporated by reference to 8-K filed February 10, 2022. |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof)
which individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective Registration Statement; and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (1)(i),
(1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act to any purchaser:
(A) Each prospectus filed by
the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(B) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities
Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be
a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
and
(5) The undersigned hereby
undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(6) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Point-Claire, Quebec, Canada, on May 25, 2023.
|
SUNSHINE BIOPHARMA, INC. |
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By: |
/s/ Dr. Steve N. Slilaty |
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Dr. Steve N. Slilaty, Chief Executive Officer (principal executive officer) |
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By: |
/s/ Camille Sebaaly |
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Camille Sebaaly, Chief Financial Officer (principal financial and accounting officer) |
|
Each person whose signature
appears below constitutes and appoints Dr. Steve N. Slilaty, his true and lawful attorney-in-fact and agent, with full power of substitution
and re-substitution for him and in his name, place and stead, and in any and all capacities, to sign for him and in him name in the capacities
indicated below any and all amendments (including post-effective amendments) to this registration statement (or any other registration
statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended),
and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature |
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Title |
|
Date |
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/s/ Dr. Steve N. Slilaty |
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Chief Executive Officer and Director |
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May 25, 2023 |
Dr. Steve N. Slilaty |
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(Principal Executive Officer) |
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/s/ Camille Sebaaly |
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Chief Financial Officer |
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May 25, 2023 |
Camille Sebaaly |
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(Principal Financial and Accounting Officer) |
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/s/ Dr. Abderrazzak Merzouki |
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Director |
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May 25, 2023 |
Dr. Abderrazzak Merzouki |
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/s/ David Natan |
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Director |
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May 25, 2023 |
David Natan |
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/s/ Dr. Andrew Keller |
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Director |
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May 25, 2023 |
Dr. Andrew Keller |
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/s/ Dr. Rabi Kiderchah |
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Director |
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May 25, 2023 |
Dr. Rabi Kiderchah |
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