See Accompanying Notes.
See Accompanying Notes.
See Accompanying Notes.
See Accompanying Notes.
Notes to Unaudited Condensed Consolidated Financial
Statements
For the Six Month Interim Periods Ended June 30, 2022 and 2021
Note 1 – Nature of Business
Sunshine Biopharma, Inc. (the “Company”)
was originally incorporated under the name Mountain West Business Solutions, Inc. on August 31, 2006, in the State of Colorado. Until
October 2009, the Company was operating as a business consultancy firm.
Effective October 15, 2009, the Company acquired
Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition. Sunshine Biopharma, Inc. held an exclusive license to a
new anticancer drug bearing the laboratory name, Adva-27a (the “License Agreement”). Upon completion of the reverse acquisition
transaction, the Company changed its name to Sunshine Biopharma, Inc. and began operating as a pharmaceutical company focusing on the
development of the licensed Adva-27a anticancer drug.
In December 2015, the Company acquired all worldwide
issued (US Patent Number 8,236,935, and 10,272,065) and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029 for the Adva-27a
anticancer compound from Advanomics Corporation, a related party, and terminated the License Agreement. In 2016, the remaining value of
these patents was impaired. The Company is however continuing development of the Adva-27a anticancer drug covered by these patents.
In December 2018, the Company launched its first
Science-Based Nutritional Supplements product, Essential 9™, an over-the-counter
capsule comprised of the nine (9) essential amino acids that the human body cannot make. Essential 9™ has
been authorized for marketing by Health Canada under NPN 80089663.
On May 22, 2020, the Company filed a provisional
patent application in the United States for a new treatment for Coronavirus infections. The Company’s patent application covers
composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro, an enzyme that is essential
for viral replication. The patent application has a priority date of May 22, 2020. On April 30, 2021, the Company filed a PCT application
containing new research results and extending coverage to include the Coronavirus Papain-Like protease, PLpro. The priority date of May
22, 2020 has been maintained in the newly filed PCT application. The Company’s lead Anti-Coronavirus compound arising from these
patents bears the laboratory name SBFM-PL4.
On January 26, 2021, the Company received a Notice
of Allowances from the Canadian Intellectual Property Office for a new patent application covering Adva-27a. The newly issued patent contains
new subject matter and extends the proprietary protection of Adva-27a in Canada until 2033.
On March 9, 2021, the Company received a Notice
of Allowance from the European Patent Office for a new patent application covering Adva-27a. The newly issued patent contains new subject
matter and extends the proprietary protection of Adva-27a in Europe until 2033. The equivalent patent in the United States was issued
in 2019 (US Patent Number 10,272,065).
On October 1, 2021, the Company filed a patent
application for a potential new treatment for neurodegenerative disorders. The patent application contains experimental results showing
that certain mRNA molecules provide protective effects against oxidative stress in differentiated neuronal cells, a process that mimics
neuronal degeneration. This new patent application has a priority date of October 1, 2021.
Effective February 9, 2022, the Company
completed a 200-for-1 reverse split of its common stock. On February 15, 2022, the Company entered into an underwriting agreement
with Aegis Capital Corp. as underwriter, for the issuance and sale in an underwritten public offering of 1,882,353 Units, each
consisting of one share of common stock and two warrants (“Tradeable Warrants”) to purchase shares of common stock at a
public offering price of $4.25 per Unit for total gross proceeds of $8,000,000 (“Public Offering”). On February 17,
2022, the Public Offering closed and the Company received net proceeds of $6,833,071.
Pursuant to the Public Offering, the Company issued and sold an aggregate of 1,882,353
shares of common stock and 4,102,200
Tradeable Warrants (including 337,494 Tradeable Warrants purchased at $0.01 per warrant resulting from partial exercise of the
overallotment option granted to the underwriter). In connection with these transactions, the Company’s shares of common stock
and Tradeable Warrants began trading on Nasdaq under the symbol “SBFM” for the common stock and “SBFMW” for
the Tradeable Warrants.
On February 18, 2022, the Company entered
into a research agreement (the “SRA”) with the University of Arizona for the purposes of conducting research focused on
determining the in vivo safety, pharmacokinetics, and dose selection properties of three University of Arizona owned PLpro
inhibitors, to be followed by efficacy testing in mice infected with SARS-CoV-2 (the “Research Project”). Under the SRA,
the University of Arizona granted the Company a first option to negotiate a commercial, royalty-bearing license for all intellectual
property developed by University of Arizona personnel under the Research Project. In addition, the Company and the University of
Arizona entered into an Option Agreement whereby the Company was granted a first option to negotiate a royalty-bearing commercial
license for the underlying technology of the Research Project.
On February 22, 2022, the Company redeemed 990,000
shares of the Series B Preferred Stock from the CEO of the Company at a redemption price equal to the stated value of $0.10 per
share.
On March 14, 2022, the Company completed a private
placement wherein the Company sold (i) 2,301,353 shares
of its common stock together with warrants (the “Investor Warrants”) to purchase up to 2,301,353
shares of common stock, and (ii) 1,302,251 pre-funded
warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock, together with Investor
Warrants to purchase up to 1,302,251 shares of common stock. Each share of common stock and accompanying Investor Warrant were sold together
at a combined offering price of $2.22, and each Pre-Funded Warrant and accompanying Investor Warrant were sold together at a combined
offering price of $2.219. The Company received approximately $8 million in gross proceeds, and $6,781,199 in
net proceeds in this offering.
On April 28, 2022, the Company completed
another private placement and received net proceeds of $16,752,915.
In connection with this private placement, the Company issued (i) 2,472,820 shares
of its common stock together with warrants (“April Warrants”) to purchase up to 4,945,640
shares of common stock, and (ii) 2,390,025 pre-funded
warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock, together with
April Warrants to purchase up to 4,780,050 shares of common stock. Each share of common stock and accompanying two April Warrants
were sold together at a combined offering price of $4.01, and each Pre-Funded Warrant and accompanying two April Warrants were sold
together at a combined offering price of $4.01, and each Pre-Funded Warrant and accompanying two April Warrants were sold together at
a combined offering price of $4.009. The Pre-Funded Warrants were immediately exercisable, at a nominal exercise price of $0.001,
and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The April Warrants have an exercise
price of $3.76
per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the
date of issuance.
Note
2 – Basis of Presentation
The unaudited financial statements of the Company
for the six month periods ended June 30, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation
S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of
operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The
balance sheet information as of December 31, 2021 was derived from the audited financial statements included in the Company's financial
statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission (the “SEC”) on March 21, 2022. These financial statements should be read in conjunction with that
report.
Note 3 – Impact of Coronavirus
(COVID-19) Pandemic
In March 2020, the World Health Organization declared
Coronavirus and its associated disease, COVID-19, a global pandemic. Conditions surrounding the Coronavirus outbreak have been and are
continuing to evolve rapidly. Government authorities in the U.S. and around the world have implemented emergency measures to mitigate
the spread of the virus. The outbreak and related mitigation measures have had and will continue to have a material adverse impact on
the world economies and the Company's business activities. It is not possible for the Company to predict the duration or magnitude of
the adverse conditions of the outbreak and their effects on the Company’s business or ability to raise funds. No adjustments have
been made to the amounts reported in the Company's financial statements as a result of this matter.
Note 4 – Reverse Stock Splits
Effective February 1, 2019, the Company
completed a 20
to 1 reverse split of its common stock (the “First Reverse Stock Split”).
Effective April 6, 2020, the Company
completed another 20
to 1 reverse split of its common stock (the “Second Reverse Stock Split”).
Effective February 9, 2022, the Company
completed a 1
for 200 reverse split of its common stock (the “Third Reverse Stock Split”).
The Company's financial statements reflect the
First, Second, and Third Reverse Stock Split on a retroactive basis for all periods presented and for all references to common stock,
unless specifically stated otherwise.
Note 5 – Notes Payable
As of June 30, 2022 and December 31, 2021, the
Company had $-0- and $1,900,000, respectively in notes payable outstanding. At June 30, 2022 and December 31, 2021, total
accrued interest on Notes Payable was $-0- and $48,287, respectively.
The Company’s Notes Payable at December
31, 2021 consisted of the following:
On April 20, 2021, the Company received
monies in exchange for a Note Payable having a Face Value of $500,000
with interest accruing at 5%
due April
20, 2023. The Note was convertible after 180 days from issuance into common stock at a price equal to $0.30 per share. On
February 17, 2022, the Company paid off the entire principal balance of this Note, together with accrued interest of $20,753 by
making a cash payment of $520,753.
On July 6, 2021, the Company received monies in
exchange for a Note Payable having a Face Value of $900,000 with interest accruing at 5%, due July 6, 2023. The Note was
convertible after 180 days from issuance into common stock at a price equal to $0.30 per share. On February 17, 2022, the Company paid
off the entire principal balance of this Note, together with accrued interest of $27,863 by making a cash payment of $927,863.
On August 18, 2021, the Company received monies
in exchange for a Note Payable having a Face Value of $500,000 with interest accruing at 5%, due August 18, 2023. The Note
was convertible after 180 days from issuance into common stock at a price equal to $0.30 per share. On February 17, 2022, the Company
paid off the entire principal balance of this Note, together with accrued of $12,534 by making a cash payment of $512,534.
Note 6 – Shareholders’
Equity
On February 17, 2022, the Company’s Public
Offering closed and the Company received net proceeds of $6,833,071 from the offering. Pursuant to the Public Offering, the Company
issued and sold an aggregate of 1,882,353 shares of common stock and 4,102,200 Tradeable Warrants (including 337,494 Tradeable Warrants
resulting from partial exercise of the overallotment option granted to the underwriter).
On February 22, 2022, the Company
redeemed 990,000
shares of Series B Preferred Stock from the CEO of the Company at a redemption price equal to the stated value of $0.10 per
share.
On March 14, 2022, the Company completed a private
placement and received net proceeds of $6,781,199. In connection with this private placement, the Company issued (i) 2,301,353 shares
of its common stock together with investor warrants (“Investor Warrants”) to purchase up to 2,301,353 shares of common stock,
and (ii) 1,302,251 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one
share of common stock, together with Investor Warrants to purchase up to 1,302,251 shares of common stock. Each share of common stock
and accompanying Investor Warrant were sold together at a combined offering price of $2.22, and each Pre-Funded Warrant and accompanying
Investor Warrant were sold together at a combined offering price of $2.219. The Pre-Funded Warrants were immediately exercisable, at a
nominal exercise price of $0.001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Investor
Warrants have an exercise price of $2.22 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance
and will expire five years from the date of issuance.
On April 28, 2022, the Company completed another
private placement and received net proceeds of $16,752,915. In connection with this private placement, the Company issued (i) 2,472,820 shares
of its common stock together with warrants (“April Warrants”) to purchase up to 4,945,640 shares of common stock, and (ii) 2,390,025 pre-funded
warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock, together with April
Warrants to purchase up to 4,780,050 shares of common stock. Each share of common stock and
accompanying two April Warrants were sold together at a combined offering price of $4.01 and each Pre-Funded Warrant and accompanying
two April Warrants were sold together at a combined offering price of $4.009. The Pre-Funded Warrants were immediately exercisable, at
a nominal exercise price of $0.001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The April
Warrants have an exercise price of $3.76 per share (subject
to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance.
The Company declared no dividends through
June 30, 2022.
Note 7 – Warrants
The Company accounts for issued warrants
either as a liability or equity in accordance with ASC 480-10 or ASC 815-40. Under ASC 480-10, warrants are considered a liability if
they are mandatorily redeemable and they require settlement in cash, other assets, or a variable number of shares. If warrants do not
meet liability classification under ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the warrants
should be classified as a liability or as equity. Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless
of the probability of the occurrence of the triggering event. Liability-classified warrants are measured at fair value on the issuance
date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the
consolidated statements of operations as a gain or loss. If warrants do not require liability classification under ASC 815-40, in order
to conclude warrants should be classified as equity, the Company assesses whether the warrants are indexed to its common stock and whether
the warrants are classified as equity under ASC 815-40 or other applicable GAAP standard. Equity-classified warrants are accounted for
at fair value on the issuance date with no changes in fair value recognized after the issuance date.
During the six months ended June 30,
2022, the Company completed three financing events, and in connection therewith, it issued warrants as follows:
Warrants issued with financing |
|
|
|
TYPE |
NUMBER |
EXERCISE PRICE |
EXPIRY DATE |
Pre-Funded Warrants |
3,692,276 |
$0.001 |
Unlimited |
Tradeable Warrants |
4,102,200 |
$2.22* |
February 2027 |
Investor Warrants |
3,603,604 |
$2.22 |
March 2027 |
April Warrants |
9,725,690 |
$3.76 |
April 2027 |
* |
The Tradeable Warrants had an initial exercise price of $4.25, subject to
adjustment. Upon the closing of the Company’s private placement on March 14, 2022, the exercise price of the Tradeable
Warrants was reduced to $2.22, in accordance with the terms thereof. |
During the six months ended June 30, 2022, all of the Pre-Funded
Warrants and a total of 3,138,507 Tradeable Warrants were exercised resulting in aggregate proceeds of $6,971,178 received by the Company.
In addition, during the six months ended June 30, 2022, a total of 2,802,703 Investor Warrants and -0- April Warrants were exercised resulting
in aggregate proceeds of $ $6,222,001 received by the Company.
The Company’s outstanding warrants at June 30, 2022 consisted
of the following:
Schedule of outstanding warrants |
|
|
|
TYPE |
NUMBER |
EXERCISE PRICE |
EXPIRY DATE |
Pre-Funded Warrants |
None |
$0.001 |
Unlimited |
Tradeable Warrants |
963,693 |
$2.22 |
February 2027 |
Investor Warrants |
800,901 |
$2.22 |
March 2027 |
April Warrants |
9,725,690 |
$3.76 |
April 2027 |
Note 8 – Net Loss Per Common
Share
Basic net loss per share is calculated by dividing
the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common
stock equivalents.
Diluted net loss per share is calculated by dividing
the net loss by the weighted-average number of shares of common stock outstanding during the period, taking into consideration common
stock equivalents.
In February 2022, the Company
issued 4,102,200 Tradeable
Warrants pursuant to the Company’s Public Offering. In March and April 2022, the Company issued 3,603,604
Investor Warrants and 9,725,690
April Warrants pursuant to two private placements. As of June 30, 2022, 3,138,507
Tradeable Warrants, 2,802,703
Investor Warrants, and -0-
April Warrants were exercised, leaving 963,693
Tradeable Warrants, 800,901
Investor Warrants and 9,725,690
April Warrants outstanding. These warrants are dilutive and were included in the diluted earnings per share.
In March and April 2022, the Company issued and
sold Pre-Funded Warrants to purchase an aggregate of 3,692,276 shares of common stock at a nominal exercise price of $0.001 per share
(see Note 3). During the six months ended June 30, 2022, all of these warrants were exercised and therefore had no remaining dilutive
effect.
Note
9 – Management and Director Compensation
The Company paid its officers cash
compensation totaling $240,000
and $25,000
and $510,000
and $125,927
for the three and six month periods ended June 30, 2022 and 2021, respectively. Of these amounts attributable to the Company’s
CEO, $110,000
was paid to Advanomics Corporation (now known as TRT Pharma Inc.), a company controlled by the CEO of the Company. In addition, the
Company issued 300,000
shares of common stock valued at $918,000
to its officers during the three months ended June 30, 2021. The value of these shares was based upon the closing price of the
Company’s common stock of $3.06 on the issuance date.
The Company paid its directors cash
compensation totaling $50,000
and $-0- for the three and six
month periods ended June 30, 2022 and 2021, respectively.