Current Report Filing (8-k)
28 Fevereiro 2023 - 9:17AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
8-K
Current Report Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
February
24, 2023
SUNSHINE
BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
| Colorado |
001-41282 |
20-5566275 |
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer ID No.) |
6500 Trans-Canada Highway
4th Floor
Pointe-Claire, Quebec, Canada H9R0A5
(Address of principal executive offices) (zip
code)
(514) 426-6161
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
| Common Stock, par value $0.001 |
SBFM |
The Nasdaq
Stock Market LLC |
| Common Stock Purchase Warrants |
SBFMW |
The Nasdaq
Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement
On February 24, 2023, Sunshine Biopharma, Inc.
(the “Company”) entered into an Exclusive Patent License Agreement (the “License Agreement”) with Arizona Board
of Regents on behalf of the University of Arizona (the “University”). Pursuant to the License Agreement, the University granted
to the Company an exclusive worldwide license for the University of Arizona and University of Illinois Chicago technology pertaining to
inhibitors of the PLpro protease of SARS-CoV-2, the coronavirus that causes COVID-19. The Company agreed to pay the University a royalty
of 3% of net sales (as defined in the license agreement) and to pay the University 30% of any revenues received from sublicensees. The
Company also agreed to make certain milestone payments. The License Agreement may be terminated by the University in the event the Company
fails to achieve certain milestones.
The foregoing description of the license agreement
is qualified by reference to the full text of the License Agreement which is filed as an exhibit to this report.
Item 7.01 Regulation FD Disclosure
A press release being issued by the Company following
the filing of this report which announces the License Agreement between the Company and the University of
Arizona is attached as Exhibit 99.1.
In accordance with General Instruction B.2 of
Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(b) Exhibits. The following exhibits are included
in this report:
*Portions of this agreement have been omitted.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: February 28, 2023 |
SUNSHINE BIOPHARMA, INC. |
| |
(Registrant) |
| |
|
| |
By: /s/ Dr. Steve N. Slilaty |
| |
Dr. Steve N. Slilaty, Chief Executive Officer |
Sunshine Biopharma (NASDAQ:SBFM)
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