Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
The
following discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. This
discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The statements regarding Sunshine
Biopharma, Inc. contained in this Report that are not historical in nature, particularly those that utilize terminology such as “may,”
“will,” “should,” “likely,” “expects,” “anticipates,” “estimates,”
“believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations
and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed
in such forward-looking statements. Important factors known to us that could cause such material differences are identified in this report
and in our annual report on Form 10-K for the year ended December 31, 2021. We undertake no obligation to correct or update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. You are
advised, however, to consult any future disclosures we make on related subjects in future reports to the SEC .
Overview
We are a pharmaceutical and
nutritional supplement company focusing on the research and development of proprietary drugs including our anti-cancer compound Adva-27a,
and anti-coronavirus lead compound, SBFM-PL4. In addition, we are engaged in the development of specific mRNA molecules for cancer therapy.
We also, through our wholly
owned Canadian subsidiary, Sunshine Biopharma Canada Inc. (“Sunshine Canada”), develop science-based nutritional supplements,
and currently sell one nutritional supplement product, Essential 9 tm .
Proprietary Drug Development Operations
SBFM-PL4 Anti-Coronavirus Treatment
The following is a summary
of the development to date of our coronavirus treatment project:
·
On May 22, 2020, we filed a patent application in the United States for a new treatment for
Coronavirus infections. Our patent application covers composition subject matter pertaining to small molecules for inhibition of the
Coronavirus main protease (Mpro) and papain-like protease (PLpro). Both enzymes are essential for viral replication. In
addition to being involved in maturation of specific viral proteins, PLpro is responsible for suppression of the human immune system
making the virus more virulent. The small molecules covered by the patent application were designed by Dr. Steve N. Slilaty, our
chief executive officer. The patent application has a priority date of May 22, 2020.
·
In August 2020, we completed the synthesis of four different potential inhibitors of PLpro. These compounds are based on the technology described in our patent application filed on May 22, 2020.
·
In September 2020, we completed the screening of our four compounds and subsequently identified a lead Anti-Coronavirus drug candidate (SBFM-PL4). The screening which pinpointed the lead compound was performed at the University of Georgia, College of Pharmacy under the leadership of Dr. Scott D. Pegan, Director of the Center for Drug Discovery and Interim Associate Head of Pharmaceutical and Biomedical Sciences.
·
The next steps in our SBFM-PL4 drug development plan will involve
conducting in
vitro studies followed by cell culture assays and assessment in Coronavirus infected mice before entering human clinical
trials.
·
In February 2022, we expanded our search for additional PLpro inhibitors by entering into a research agreement with the University of Arizona. Pursuant to the research agreement, the University of Arizona agreed to perform a research project focused on determining the in vivo safety, pharmacokinetics, and dose selection properties of three University of Arizona owned PLpro inhibitors, followed by efficacy testing in mice infected with SARS-CoV-2. Under the research agreement, the University of Arizona granted us a first option to negotiate for a commercial, royalty-bearing license for all intellectual property invented or authored by University of Arizona personnel under the research project.
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Adva-27a Anticancer Drug
In the area of oncology, our
proprietary drug development activities have been focused on the development of a small molecule called Adva-27a for the treatment of
aggressive forms of cancer. A Topoisomerase II inhibitor, Adva-27a has been shown to be effective at destroying Multidrug Resistant Cancer
cells including Pancreatic Cancer cells, Breast Cancer cells, Small-Cell Lung Cancer cells and Uterine Sarcoma cells (Published in ANTICANCER
RESEARCH, Volume 32, Pages 4423-4432, October 2012). Sunshine Biopharma is direct owner of all issued patents pertaining to Adva-27a including
U.S. Patents Number 8,236,935 and 10,272,065.
Adva-27a is a GEM-difluorinated
C-glycoside derivative of Podophyllotoxin (see Figure 1). Another derivative of Podophyllotoxin called Etoposide is currently on the market
and is used to treat various types of cancer including leukemia, lymphoma, testicular cancer, lung cancer, brain cancer, prostate cancer,
bladder cancer, colon cancer, ovarian cancer, liver cancer and several other forms of cancer. Etoposide is one of the most widely used
anticancer drugs. Adva-27a and Etoposide are similar in that they both attack the same target in cancer cells, namely the DNA unwinding
enzyme, Topoisomerase II. Unlike Etoposide however, Adva-27a is able to penetrate and destroy Multidrug Resistant Cancer cells. In addition,
Adva-27a has been shown to have distinct and more desirable biological and pharmacological properties compared to Etoposide. In side-by-side
studies using Multidrug Resistant Breast Cancer cells and Etoposide as a reference, Adva-27a showed markedly greater cell killing activity
(see Figure 2).
The next sequence of steps
in our Adva-27a development program include:
·
GMP Manufacturing of 2 kilograms for use in IND-Enabling Studies and Phase I Clinical Trials
·
IND-Enabling Studies
·
Regulatory Filing (Fast-Track status anticipated)
·
Phase I Clinical Trials (Pancreatic Cancer indication)
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Adva-27a’s initial
indication will be pancreatic cancer for which there are currently little or no treatment options available. We are planning to conduct
our clinical trials at McGill University’s Jewish General Hospital in Montreal, Canada. All aspects of the clinical trials in Canada
will employ FDA standards at all levels.
According to the American
Cancer Society, nearly 1.5 million new cases of cancer are diagnosed in the U.S. each year. While particularly effective against Multidrug
Resistant Cancer, we believe Adva-27a can potentially treat all cancer types, particularly those in which Topoisomerase II has been amplified.
We believe that upon successful completion of Phase I Clinical Trials we may receive one or more offers from large pharmaceutical companies
to purchase or license our drug. However, there are no assurances that our Phase I Trials will be successful, or if successful, that any
pharmaceutical companies will make an acceptable offer to us. In the event we do not consummate such a transaction, we will require significant
capital in order to secure regulatory approval, manufacture and market our new drug on our own.
mRNA Molecules as Anti-Cancer Agents
In June 2021, we initiated
a new research project in which we set out to determine if certain mRNA molecules can be used as anti-cancer agents. The data collected
to date have shown that certain mRNA molecules are capable of destroying cancer cells in vitro including multidrug resistant breast cancer
cells (MCF-7/MDR), ovarian adenocarcinoma cells (OVCAR-3), and pancreatic cancer cells (SUIT-2). Other studies using non-transformed (normal)
human cells (HMEC cells) showed that these mRNA molecules had little cytotoxic effects. These new mRNA molecules are readily adaptable
for delivery into patients using the mRNA vaccine technology. In April 2022, we filed a provisional patent application in the United States
covering the subject mRNA molecules. We plan to commence mice xenograft studies within approximately the next twelve months.
Nutritional Supplements Operations
Our wholly owned Canadian
subsidiary, Sunshine Canada, focuses on the development and marketing of science-based nutritional supplements. In December 2018, we completed
the development of Essential 9 ™ . On December 14, 2018, Health Canada issued
NPN 80089663 through which it authorized us to manufacture and sell the Essential 9™ product. Our Essential 9™ nutritional
supplement tablets contain a balanced formula of the 9 Essential Amino Acids that the human body cannot make. Essential Amino Acids are
9 out of the 20 amino acids required for protein synthesis. Proteins are involved in all body functions – From the musculature and
immune system to hormones and neurotransmitters. Like vitamins, Essential Amino Acids cannot be made by the human body and must be obtained
through diet. Deficiency in one or more of the 9 Essential Amino Acids can lead to loss of muscle mass, fatigue, weight gain and reduced
ability to build muscle mass in athletes. Our Essential 9™ provides all 9 Essential Amino Acids in freeform and in the proportions
recommended by Health Canada. Essential 9™ is currently available on Amazon.com and Amazon.ca. Figure 3 below shows our 60-Tablet
Essential 9™ product.
In November 2019, we received
Health Canada approval for another nutritional supplement, a new Calcium-Vitamin D tablet. Health Canada issued NPN 80093432 through which
it authorized us to manufacture and sell the new Calcium-Vitamin D supplement under the brand name Essential Calcium-Vitamin D™.
Vitamin D is a group of steroid-like molecules responsible for increasing intestinal absorption of calcium, magnesium, and phosphate.
They are also involved in multiple other biological functions, including proper functioning of the immune system, promoting healthy growth
of bone, and reduction of inflammation. The most important compounds in this group are ergocalciferol (Vitamin D2) and cholecalciferol
(Vitamin D3). Sunshine Biopharma’s Essential Calcium-Vitamin D™ tablets contain both of these compounds as well as calcium
for optimum health benefits. We are considering potentially launching this product in 2022.
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We are also developing additional
nutritional supplement products. We may launch additional nutritional supplement products within approximately 1-2 years.
Results of Operations
Comparison of results of operations for the
three months ended March 31, 2022 and 2021
During the three months ended
March 31, 20212, we generated $122,645 in revenues, compared to $40,058 for the three months ended March 31, 2021, an increase of $82,587.
The increase is attributable to a slightly widened advertising program. All of these revenues were generated from our science-based nutritional
supplements operations. The direct cost for generating these revenues was $59,845 for the three months ended March 31, 2022 (48.8%), compared
to $18,520 (46.2%) for the three months ended March 31, 2021. The increase in the cost of goods sold in 2022 is due to increased manufacturing
cost. Our gross profit increased to $62,800 for the three months ended March 31, 2022, compared to a gross profit of $21,538 for the same
period in 2021.
General and administrative
expenses during the three month period ended March 31, 2022 were $1,286,164 compared to $1,297,184 during the three month period ended
March 31, 2021, a decrease of $10,420. Overall, we incurred a loss of $1,223,364 from our operations in the three month period ended March
31, 2022, compared to a loss from operations of $1,275,646 in the similar period of 2021.
In addition, we incurred $12,864
in interest expense during the three months ended March 31, 2022, compared to $49,711 in interest expense during the similar period in
2021. We incurred no losses related to debt conversion during the three months ended March 31, 2022, compared to $4,910,786 in losses
arising from debt conversion during the three months ended March 31, 2021. This was due to the fact that all of our outstanding debt was
paid during the quarter ended March 31, 2022 prior to the occurrence of any debt conversion events.
As a result, we incurred
a net loss of $1,236,234 for the three month period ended March 31, 2022, compared to a net loss of $6,185,126 for the three month period
ended March 31, 2021.
Liquidity and Capital Resources
As of March 31, 2022, we had cash or cash equivalents
of $13,177,625.
Net cash used in operating
activities was $1,304,208 during the three months ended March 31, 2022, compared to $297,355 during the three month period ended March
31, 2021. The increase was a result of increased business activities including expenses related to the two financing transactions
completed during the quarter ended March 31, 2022.
Cash flows provided by financing
activities were $12,437,673 for the three months ended March 31, 2022, compared to $1,102,000 for the three month periods ended March
31, 2021. The increase was a result of the two financing transactions completed on February 17 and March 14, 2022.
Cash flows used in investing
activities were $0 for the three months ended March 31, 2022, compared to $0 for the three month period ended March 31, 2021.
We
are not generating adequate revenues from our operations to fully implement our business plan as set forth herein. On February 17, 2022,
we received net proceeds of approximately $6.8 million from the sale of common stock and warrants in an underwritten public offering.
On March 14, 2022, we received net proceeds of approximately $6.8 million from the sale of common stock and warrants in a private placement.
On April 28, 2022, we received net proceeds of approximately $16.8 million from the sale of common stock and warrants in a private
placement. We believe our existing cash will be sufficient to fund our operations, including general and administrative expenses, expanded
research and development activities, and nutritional supplement business, for the next 24 months. There is no assurance our estimates
will be accurate. We have no committed sources of capital and we anticipate that we will need to raise additional capital in the future,
including for further research and development activities and possibly clinical trials. Additional capital may not be available on terms
acceptable to us, or at all.
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Critical Accounting
Policies and Estimates
Critical Accounting
Estimates
The
discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions.
For a detailed list of significant
accounting policies, please see our annual report on Form 10-K for the fiscal year ended December 31, 2021, including our financial statements
and notes thereto included therein as filed with the SEC on March 21, 2022,
Recently
Adopted Accounting Standards
In
February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments
to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting
Standards Update No. 2016-02, Leases (Topic 842) which amends the effective date of the original pronouncement for smaller reporting
companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after
December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate
a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated
financial statements.
In
August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) , (“ASU 2020-06”). ASU 2020-06 simplifies
the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and
contracts on an entity’s own equity. The ASU2020-06 amendments are effective for fiscal years beginning after December 15, 2023,
and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after
December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its
unaudited consolidated financial statements.
Off Balance-Sheet Arrangements
None
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
We are a smaller reporting
company and are not required to provide the information under this item.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.