SBFMW Sunshine Biopharma Inc

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): January 13, 2025

 

SUNSHINE BIOPHARMA INC.

(Exact name of registrant as specified in its charter)

 

Colorado	001-41282	20-5566275
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID No.)

 

333 Las Olas Way

CU4 Suite 433

Fort Lauderdale, FL 33301

(Address of principal executive offices) (zip code)

 

(954) 330-0684

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001	SBFM	The Nasdaq Stock Market LLC
Common Stock Purchase Warrants	SBFMW	The Nasdaq Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On January 13, 2025, Sunshine Biopharma Inc. (the “Company”) appointed Mr. Michel Roy as the Company’s Chief Commercial Officer. Pursuant to his employment agreement, a copy of which is included herein as Exhibit 10.1 and incorporated herein as if set forth, Mr. Roy will receive an initial annual base salary of $400,000 CAD, which will increase annually by the greater of 5% or the increase in the US Consumer Price Index. In the event the Company terminates Mr. Roy’s employment without cause, Mr. Roy will receive a severance payment of $500,000 CAD, plus the minimum notice of termination (or compensation in lieu thereof) to which he would be entitled under applicable law. The employment agreement has an indefinite term.

 

Mr. Michel Roy, age 57, has held various leadership roles in business development, licensing, sales and operations management. From July 2020 to November 2024, Mr. Roy founded and led the Canadian operations of Shilpa Medicare Ltd., a large multinational pharmaceutical company headquartered in Karnataka, India. From 2014 to June 2020, Mr. Roy was Vice President, Business Development and Sales for Intas Pharmaceuticals Ltd., a major pharmaceutical company having its head office in Ahmedabad (India) with a strong presence in over 85 countries. During his tenure at Intas, Mr. Roy was responsible for strategic planning, business development, sales, financial management, and regulatory affairs. At the beginning of his career, he worked as a consultant and had positions with various international Contract Research Organization companies. Mr. Roy received his Executive Master of Business Administration (EMBA) at John Molson School of Business in 2010 and his Master of Science (M.Sc.) at Université de Montréal in 1999. He also received a Bachelor of Commerce, Major in Economics, at Concordia University in 1990.

 

On January 15, 2025, the Company issued a press release announcing the appointment of Mr. Michel Roy as Chief Commercial Officer. A copy of said press release is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Employment Agreement between Sunshine Biopharma Inc. and Michel Roy
99.1		Press release announcing the appointment of Mr. Michel Roy as Chief Commercial Officer
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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: January 15, 2025	SUNSHINE BIOPHARMA INC.
	By: /s/ Dr. Steve N. Slilaty
	Dr. Steve N. Slilaty, Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

_____________________________________

 

THIS AGREEMENT is entered into on this 1st day of January, 2025:

 

BETWEEN:	SUNSHINE BIOPHARMA INC., a Colorado corporation, having its principal place of business located at 333 Las Olas Way, CU4 Suite 433, Fort Lauderdale, FL 33301 (Hereinafter referred to as the “COMPANY”);
AND:	Mr. Michel Roy residing at 18532 Thornburn Street, Pierrefonds, Quebec, H9K 1M9 (Hereinafter referred to as the “EMPLOYEE”);
	(The COMPANY and the EMPLOYEE are hereinafter collectively referred to as the “PARTIES”);

 

WHEREAS the COMPANY has offered to employ the EMPLOYEE as Chief Commercial Officer, (CCO) of Sunshine Biopharma Inc. and CCO of Nora Pharma Inc.;

 

WHEREAS the EMPLOYEE has accepted the COMPANY’s offer;

 

WHEREAS the PARTIES wish to set out in writing the terms and conditions of employment agreed to by the PARTIES with respect to the positions to be held by the EMPLOYEE;

 

WHEREAS the PARTIES have the capacity to exercise all rights required for the conclusion and performance of this agreement;

 

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

 

1.	EMPLOYMENT

 

1.1	Position and Duration

 

The COMPANY hereby agrees to employ the EMPLOYEE as CCO of Sunshine Biopharma Inc. and CCO of Nora Pharma Inc.

 

The EMPLOYEE will commence work as of January 1, 2025 for an indefinite period of time. The EMPLOYEE will devote 90% of his time for Nora Pharma Inc.’s affairs.

 

The EMPLOYEE will report to Dr. Steve N. Slilaty, CEO of Sunshine Biopharma Inc. or to such other person as may be designated by the COMPANY from time to time.

 

1.2	Standard Work Week

 

The EMPLOYEE’s normal work week is Monday to Friday.

 

1.3	Main Duties and Responsibilities

 

The duties and responsibilities of the EMPLOYEE shall be as described in the Position Description attached hereto as Schedule A, which is non exhaustive and may be changed, increased or decreased by the COMPANY at any time.

 

 

 

 

1.4	Place of Employment

 

The EMPLOYEE’s place of work shall be located at 1565 Boulevard Lionel-Boulet, Varennes, Quebec, J3X 1P7, at the time of signing or at any other place required for the operation of the COMPANY’s business and for the performance of the EMPLOYEE’s duties. The EMPLOYEE will be required to travel regularly and for the majority of his time in the performance of his work with the COMPANY.

 

2.	COMPENSATION AND OTHER BENEFITS

 

2.1

Salary

 

The annual base salary (Base Salary) payable by the COMPANY to the EMPLOYEE is Four Hundred Thousand Dollars Canadian ($400,000 CAD) and is subject to applicable payroll deductions.

 

The Base Salary is paid by the COMPANY to the EMPLOYEE in 26 equal installments by bank deposit every two weeks.

 

The Base Salary will be reviewed annually by the COMPANY’s Board of Directors, to determine if Base Salary should be increased in light of increase in cost of living. The minimum annual Base Salary increase shall be in accordance with the US Consumer Price Index or 5%, whichever is higher, with the first annual increase to take effect as of January 1, 2026.

 

EMPLOYEE will be eligible to participate in all of the COMPANY's benefit plans, including stock options, health benefits, life insurance, as well as any other retirement plans offered by the Company.

 

EMPLOYEE will also be eligible to receive an annualized bonus in an amount to be determined in the sole discretion of the COMPANY’s Board of Directors.

 

EMPLOYEE will be entitled to reimbursement from the COMPANY for all reasonable and customary expenses incurred in performing services to the COMPANY under this Agreement, including travel and entertainment expenses and other out-of-pocket expenses provided that EMPLOYEE shall submit receipts or reasonable documentation with respect to such expenses.

 

2.2

Vacation

 

The EMPLOYEE is entitled to 3 weeks of paid vacation per year, which will be pro-rated for partial years of service. The reference period for vacation calculation purposes is May 1st of each year to April 30th of the following year.

 

Vacations may be taken at a time agreed upon with the EMPLOYEE’s supervisor, taking into account operational requirements and the EMPLOYEE’s preferences.

 

 

 

 

3.	SPECIAL PROVISIONS

 

3.1	Exclusivity; No Conflict of Interest

 

The EMPLOYEE undertakes to devote all of his time and attention to the performance of his duties with the COMPANY. Therefore, while employed by the COMPANY, the EMPLOYEE agrees not to engage in any other employment or in any commercial, professional or volunteer activity in any capacity, whether paid or unpaid, unless prior written permission is obtained from the COMPANY.

 

In all circumstances, the EMPLOYEE must avoid any situation that could be directly or indirectly interpreted as creating a conflict of interest, in particular by accepting payment or any form of compensation from a third party in the course of his employment.

 

3.2	Intellectual Property

 

In consideration of this Agreement and its use by the COMPANY, the EMPLOYEE agrees that all COMPANY technology, which includes all inventions, intellectual property (including but not limited to patents, copyrights, trade secrets, industrial designs and trademarks), technologies, marketing strategies, marketing strategies, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulas, modifications, improvements, processes, audio or visual works and other works or copyrights, whether recordable or not, which the EMPLOYEE makes, discovers, designs, reduces to practice or develops (in whole or in part, alone or jointly with others) in the course of performing employment duties with the COMPANY, or where such technology is based on or utilizes in any way confidential information of the COMPANY or its affiliates, customers or partners, shall be owned exclusively by the COMPANY (“COMPANY Technology”).

 

Should the EMPLOYEE, within two (2) years following the termination of the EMPLOYEE’s employment by the COMPANY, disclose to a third party any intellectual property conceived or made by the EMPLOYEE or should a patent, copyright or trademark application be filed by the EMPLOYEE or on behalf of the EMPLOYEE and if the intellectual property in question relates to the business of the COMPANY or the employment duties of the EMPLOYEE hereunder, then the intellectual property shall be presumed to have been conceived or made by the EMPLOYEE during the period of EMPLOYEE’s employment by the COMPANY and all of the EMPLOYEE’s rights, titles and interests therein shall be hereby assigned to the COMPANY.

 

During the EMPLOYEE’s employment at the COMPANY, the EMPLOYEE agrees to promptly disclose in writing to the COMPANY any Company Technology, including any and all inventions, intellectual property (including, but not limited to, patent, copyright, trade secret, industrial design and trademark), technologies, marketing strategies, go-to-market strategies, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, audio or visual works and other works or authorship, whether or not registrable, that the EMPLOYEE creates, makes, conceives or reduces to practice (alone, jointly with others or under his or her direction), in the course of performing employment duties with the COMPANY, or where such technology is based upon or utilizes in any way confidential information of the COMPANY or its affiliates, customers or partners.

 

The EMPLOYEE acknowledges that the COMPANY is the exclusive owner of the COMPANY Technology. To confirm this ownership, and in consideration of this agreement and the terms of employment herein, the EMPLOYEE will assign and does hereby assign to the COMPANY his/her entire right, title and interest in Canada and in all countries and territories worldwide and under any international conventions, in and to any and all COMPANY Technology, as well as the EMPLOYEE’s entire right, title and interest in and to any applications for registration of the COMPANY Technology which may be filed, including any and all divisional patent applications, continuations, continuations- in-part, and any and all patents which may issue or re-issue, and all trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions. The EMPLOYEE hereby waives, in consideration of this agreement and the terms of employment herein, as against the COMPANY, its successors, assigns and licensees, all moral rights the EMPLOYEE may have or will acquire in respect of copyrightable works. The EMPLOYEE agrees to enforce the moral rights as against others as directed by and at the cost of the COMPANY.

 

 

 

 

The EMPLOYEE agrees not to make any claims against the COMPANY or any third party with respect to the COMPANY Technology, including claims relating to ownership, consideration for obligations relating to the assignment and execution of documents described above, and validity, as applicable.

 

The EMPLOYEE will cooperate with and assist the COMPANY, at the COMPANY’s expense, both during and after employment with the COMPANY, in obtaining, perfecting, maintaining, protecting, and enforcing the COMPANY’s rights in the COMPANY Technology.

 

Finally, the EMPLOYEE undertakes not to publish, distribute or otherwise make public any work, or participate directly or indirectly in the publication, distribution or making public of any work, literary or otherwise, in any form whatsoever, relating to or concerning, either principally or incidentally, the duties and responsibilities of the EMPLOYEE with the COMPANY or the operations of the COMPANY, unless the EMPLOYEE obtains the prior and express written authorization of the COMPANY to do so.

 

This Section 3.2 shall survive the termination of this Agreement.

 

3.3	Compliance with Policies and Employee Handbook

 

The EMPLOYEE agrees to abide by the COMPANY’s policies, procedures and Employee Handbook, both present and future. A copy of the COMPANY's Employee Handbook was provided to the EMPLOYEE at the time of signing this agreement.

 

4.	TERMINATION OF EMPLOYMENT

 

The EMPLOYEE may terminate his employment at any time by giving at least two (2) weeks’ written notice to the COMPANY.

 

The COMPANY may terminate the EMPLOYEE’s employment at any time without notice or compensation in lieu thereof, or any other payment, if the COMPANY has cause for termination.

 

Cause for termination includes, but is not limited to, gross misconduct, willful negligence in the performance of the EMPLOYEE’s duties, fraud, theft or other dishonesty, gross insubordination, serious misuse of the organization's property or name, a significant breach of the health and safety policy, physical violence or aggressive behaviour, harassment, discrediting the organization, breach of confidentiality, indecent or immoral acts, deliberate damage to property, and similar matters, as adjudicated by a court of law having competent jurisdiction.

 

In the event that the COMPANY wishes to terminate the EMPLOYEE’s employment without cause, it may do so by giving the EMPLOYEE a severance payment $500,000 CAD cash plus the minimum notice of termination (or compensation in lieu thereof) to which the EMPLOYEE is entitled under the Quebec Act Respecting Labour Standards, the Civil Code of Quebec or similar successor legislation, less deductions required by law, in settlement of all claims or causes of action relating to the termination of the EMPLOYEE’s employment, so that no further notice or payment or indemnity of any kind will be required.

 

 

 

 

5.	GENERAL PROVISIONS

 

5.1	Severability

 

If any provision of this agreement is held to be invalid, void or unenforceable, then the remainder of this agreement, or the application of such provision to the PARTIES or to the circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and shall be enforced to the fullest extent permitted by law. The PARTIES agree to renegotiate any such invalid, void or unenforceable provision in good faith in order to provide a reasonably acceptable alternative consistent with the basic purposes of this agreement.

 

5.2	Entire Agreement

 

This Agreement represents the entire agreement between the PARTIES with respect to the employment of the EMPLOYEE by the COMPANY. No statement, representation, promise or condition not contained in this agreement, including its schedules, can and shall be allowed to contradict, modify or affect in any way the terms of this agreement.

 

5.3	Applicable Laws; Jurisdiction

 

This contract is subject to the laws in force in the province of Quebec. The parties hereto hereby submit all matters related to this Agreement to the non-exclusive jurisdiction of the courts of Quebec, district of Montreal.

 

5.4	Assignment

 

This agreement cannot be assigned by the EMPLOYEE. The EMPLOYEE hereby agrees that the COMPANY may assign this agreement upon written notice to the EMPLOYEE.

 

5.5	Independent Legal Advice

 

The EMPLOYEE acknowledges that he or she has had the opportunity to obtain independent legal advice before signing this agreement and acknowledges that he or she fully understands the nature of the agreement, which the EMPLOYEE is entering into voluntarily.

 

5.6

Language

 

The PARTIES have expressly requested and required that this agreement and all other related documents be drawn up in the English language. Les PARTIES conviennent et exigent expressément que ce contrat et tous les documents qui s’y rapportent soient rédigés en anglais.

 

 

IN WITNESS THEREOF, THE PARTIES HAVE SIGNED on this 1st day of January 2025.

 

THE COMPANY: SUNSHINE BIOPHARMA INC.		THE EMPLOYEE
/s/ Steve N. Slilaty		/s/ Michel Roy
Dr. Steve N. Slilaty, CEO		Mr. Michel Roy

 

 

 

 

 

SCHEDULE A

JOB DESCRIPTION

 

 

1.

Bring new products to Nora Pharma Inc. and other subsidiaries the COMPANY may acquire

 

2.

Provide the COMPANY with oversight of Nora Pharma Inc. and other subsidiaries the COMPANY may acquire

 

3.

Perform other duties as the COMPANY may require from time to time

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

SUNSHINE BIOPHARMA ANNOUNCES THE APPOINTMENT OF NEW CHIEF COMMERCIAL OFFICER

 

FORT LAUDERDALE, FL / ACCESSWIRE / January 15, 2025 / Sunshine Biopharma Inc. (NASDAQ: “SBFM”) (the "Company"), a pharmaceutical company offering and researching life-saving medicines in a variety of therapeutic areas including oncology and antivirals is pleased to announce the appointment of Mr. Michel Roy as its new Chief Commercial Officer (CCO), effective immediately. Mr. Roy brings a wealth of experience and a proven track record of success in driving commercial growth and strategic initiatives.

 

In this role, Mr. Roy will be responsible for overseeing the Company's commercial strategy, including sales, marketing, and business development. With over 20 years of experience in the pharmaceutical industry, Mr. Roy has held various leadership positions at major international pharmaceutical companies, where he successfully led teams to achieve significant revenue growth and market expansion.

 

From 2020 to 2024, Mr. Roy founded and led the Canadian operations of Shilpa Medicare Ltd., a prominent pharmaceutical company based in Raichur, Karnataka, India. Shilpa specializes in manufacturing and selling active pharmaceutical ingredients (APIs), intermediates, and formulations, with a strong presence in oncology APIs, drug delivery systems, peptides, and specialty chemicals. Previously, from 2014 to 2020, Mr. Roy was Vice President, Business Development and Sales for Intas Pharmaceuticals Ltd., a major pharmaceutical company with a strong presence in over 85 countries. Intas is headquartered in Ahmedabad, India. While at Intas, Mr. Roy was responsible for the strategic planning, business development, sales, financial management and regulatory affairs. At the beginning of his career, Mr. Roy worked as a consultant for various international Contract Research Organization (CRO) companies.

 

Mr. Roy is a results-driven professional with considerable business development experience in the pharmaceutical and biotechnology sectors including licensing, sales, regulatory affairs, operations and program management. His strong negotiation and communication skills, coupled with an in-depth knowledge of all facets of the drug development process contribute to a stellar reputation as a dynamic leader who produces superior results.

 

Mr. Roy received his Executive Master of Business Administration (EMBA) from John Molson School of Business (Concordia University) in 2010 and his Master of Science (M.Sc.) from Université de Montréal in 1999. He also received a Bachelor of Commerce degree with a major in economics from Concordia University in 1990.

 

"We are thrilled to welcome Mr. Roy to our executive team," said Dr. Steve Slilaty, CEO of Sunshine Biopharma. "Mr. Roy’s extensive experience and strategic vision will be invaluable as we continue to drive our commercial efforts and expand our market presence. We are confident that he will play a key role in our Company's growth and success."

 

"I am honored to join Sunshine Biopharma and work alongside such a talented team," said Mr. Roy. "I am eager to leverage my experience and expertise to drive our commercial strategy and help the Company achieve its ambitious goals."

 

 

 

 

 

 

About Sunshine Biopharma Inc.

 

Sunshine Biopharma currently has 65 generic prescription drugs on the market in Canada and 29 additional drugs scheduled to be launched in 2025. Among the new drugs to be launched is NIOPEG®, a biosimilar of NEULASTA®. Like NEULASTA®, NIOPEG® is a long-acting form of recombinant human granulocyte colony-stimulating factor (filgrastim). It is indicated to decrease the incidence of infection in patients with non-myeloid malignancies receiving anti-neoplastic therapy.

 

In addition, Sunshine Biopharma is conducting a proprietary drug development program which is comprised of (i) K1.1 mRNA, an mRNA-Lipid Nanoparticle targeted for liver cancer, and (ii) SBFM-PL4, a small molecule inhibitor of PLpro protease for treatment of SARS Coronavirus infections. For more information, please visit: www.sunshinebiopharma.com.

 

All registered trademarks are the property of their respective owners.

 

Safe Harbor Forward-Looking Statements

 

This press release contains forward-looking statements which are based on current expectations, forecasts, and assumptions of Sunshine Biopharma Inc. (the “Company”) that involve risks as well as uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected. These statements appear in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, including statements related to the Company’s drug development activities, financial performance, and future growth. These risks and uncertainties are further described in filings and reports by the Company with the U.S. Securities and Exchange Commission (SEC). Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in the Company’s filings with the SEC. Reference is hereby made to cautionary statements and risk factors set forth in the Company’s most recent SEC filings.

 

For additional information, please contact:

Mr. Camille Sebaaly, CFO

Direct Line: 514-814-0464

camille.sebaaly@sunshinebiopharma.com

 

 

 

 

 

 

 

 

 

v3.24.4

Cover	Jan. 13, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 13, 2025
Entity File Number	001-41282
Entity Registrant Name	SUNSHINE BIOPHARMA INC.
Entity Central Index Key	0001402328
Entity Tax Identification Number	20-5566275
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	333 Las Olas Way
Entity Address, Address Line Two	CU4 Suite 433
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33301
City Area Code	(954)
Local Phone Number	330-0684
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	SBFM
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants [Member]
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	SBFMW
Security Exchange Name	NASDAQ

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