What changed in this filing

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Item 1. Financial Statements

2022-11-07 compared with 2022-08-03 · 289 added, 277 removed, 181 unchanged (76% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

Current Assets:

3 unchanged sentences

Total Current Assets

Equipment (net of $ 69,202 and $ 64,106 depreciation respectively)

Equipment, net

LIABILITIES AND SHAREHOLDERS' EQUITY

10 unchanged sentences

and 1,000,000

shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Common Stock, $ 0.001

3 unchanged sentences

and 2,591,240

shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Capital paid in excess of par value

10 unchanged sentences

9 Months Ended

September 30,

Cost of sales

General and Administrative Expenses:

Advertising and Marketing

Officer and director remuneration

3 unchanged sentences

( 3,637,140 )

( 2,160,503 )

Other Income (Expense):

Foreign exchange gain (loss)

Foreign exchange gain

Interest income

Interest expense

Debt forgiveness

Loss on debt conversions

8 unchanged sentences

( 3,232,125 )

( 13,103,563 )

Provision for income taxes

15 unchanged sentences

9 Months Ended

September 30,

Cash Flows From Operating Activities:

7 unchanged sentences

Loss on debt conversion

Debt forgiveness

Decrease in accounts receivable

(Increase) decrease in inventory

(Increase) in prepaid expenses

Increase (decrease) in accounts payable and accrued expenses

(Increase) in inventory

(Increase) decrease in prepaid expenses

Increase (decrease) in Accounts Payable & accrued expenses

Increase (decrease) in interest payable

1 unchanged sentence

( 3,001,746 )

( 1,517,015 )

Cash Flows From Financing Activities:

Proceeds public offering net

Note payable to pay fees

Proceeds public offerings, net

Purchase of preferred shares

Payments of notes payable

6 unchanged sentences

Cash and Cash Equivalents at End of Period

Supplemental Cash Flow Information:

Supplementary Disclosure of Cash Flow Information:

Stock issued for note conversions including interest

3 unchanged sentences

Sunshine Biopharma, Inc.

Condensed Consolidated Statements of Shareholders' Equity (Unaudited)

Condensed Consolidated Statement of Shareholders' Equity (Unaudited)

Number Of Common

3 unchanged sentences

Three Month Period

Balance at March 31, 2022

$ ( 33,891,408 )

Common stock and pre-funded warrants issued in an underwritten public offering, net of issuance costs

Exercise of warrants

Balance at June 30, 2022

$ ( 34,430,280 )

Six Month Period

( 1,457,019 )

( 1,502,145 )

Balance at September 30, 2022

$ ( 35,887,299 )

Nine Month Period

Balance December 31, 2021

$ ( 32,655,174 )

Common stock and pre-funded warrants issued in an underwritten public offering, net of issuance costs

Common stock and pre-funded warrants

issued in an underwritten public and private offerings, net of issuance costs

Exercise of warrants

2 unchanged sentences

( 3,288,889 )

Balance at June 30, 2022

Balance at September 30, 2022

$ ( 35,887,299 )

Three Month Period

Balance March 31, 2021

Balance June 30, 2021

$ ( 29,282,907 )

3 unchanged sentences

( 4,045,222 )

Balance at June 30, 2021

Balance at September 30, 2021

$ ( 33,322,290 )

$ ( 1,173,932 )

Six Month Period

Nine Month Period

Balance December 31, 2020

1 unchanged sentence

$ ( 954,837 )

Common stock issued for the reduction of note payable and payment of interest

Common stock issued for the reduction of note payable and payment

Common stock issued for services

1 unchanged sentence

( 13,118,167 )

Balance at June 30, 2021

Balance at September 30, 2021 (unaudited)

$ ( 33,322,290 )

2 unchanged sentences

Sunshine Biopharma, Inc.

Notes to Unaudited Condensed Consolidated Financial

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.

October 2009, the Company was operating as a business consultancy firm.

Effective October 15, 2009, the Company acquired

Sunshine Biopharma, Inc.

Notes to Unaudited Condensed

Consolidated Financial Statements

For the Three and Nine Month Interim Periods

Ended September 30, 2022 and 2021

– Nature of Business

Sunshine Biopharma,

(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.

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.

2015, the Company acquired all 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.

remaining value of these patents was impaired.

The Company is however continuing development of the Adva-27a anticancer drug covered by

these patents.

2018, the Company launched a 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.

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

On April 30, 2021, the

Company filed a PCT application containing new research results and extending coverage to include the Coronavirus Papain-Like protease,

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

The newly issued patent contains new subject matter and extends the proprietary protection of Adva-27a in Canada until 2033.

2021, the Company received a Notice of Allowance from the European Patent Office for a new patent application covering Adva-27a.

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).

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

3 unchanged sentences

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

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”).

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

On March 14, 2022, the Company completed a private

placement wherein the Company sold (i) 2,301,353 shares

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.

Intending to move forward with the technology, the Company submitted a Notice of Option

Exercise to the University of Arizona on September 13, 2022.

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

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

7 unchanged sentences

net proceeds in this offering.

On April 28, 2022, the Company completed

another private placement and received net proceeds of $ 16,752,915 .

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.

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

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

Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

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

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 %

The Note was convertible after 180 days from issuance into common stock at a price equal to $0.30 per share.

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 .

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 .

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’

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

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.

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

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.

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.

1 unchanged sentence

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.

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

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.

On October 20, 2022, the Company acquired Nora Pharma Inc.

Pharma”), a Canadian generic pharmaceuticals company.

Based in the greater Montreal area, Nora Pharma has 36 employees and operates

in a 15,000 square foot facility certified by Health Canada.

Nora Pharma currently offers over 50 pharmaceutical products, including generic

prescription drugs, over-the-counter products and biosimilars.

Nora Pharma sales were $10.7 million (USD) during its fiscal year ended

June 30, 2022.

– Basis of Presentation

The unaudited financial statements

of the Company for the nine month periods ended September 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.

– 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

No adjustments have been made to the amounts reported in the Company's financial statements as a result of this matter.

Note 4 – Reverse

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.

– Notes Payable

As of September

30, 2022 and December 31, 2021, the Company had $ 0 and $ 1,900,000 , respectively in notes payable outstanding.

At September 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:

2021, the Company received monies in exchange for a Note Payable having a Face Value of $ 500,000

with interest accruing at 5 %

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 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

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 cash payment

of $ 927,863 .

18, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $ 500,000

with interest accruing at 5 %,

The Note was convertible after 180 days from issuance into common stock at a price equal to $0.30 per share.

February 17, 2022, the Company paid off the entire principal balance of this Note, together with accrued of $ 12,534 by

making cash payment of $ 512,534 .

– Shareholders’ Equity

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).

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

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.

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.

Company declared no

dividends through September 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:

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

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.

the nine months ended September 30, 2022, the Company completed three financing events, and in connection therewith, it issued warrants

Warrants issued with financing

5 unchanged sentences

April Warrants

The Tradeable Warrants had an initial exercise price of $4.25, subject to

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:

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.

nine months ended September 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 nine months ended September 30, 2022, a total of 2,802,703 Investor

Warrants were exercised resulting in aggregate proceeds of $ 6,222,001 received

by the Company.

The Company’s outstanding warrants

at September 30, 2022 consisted of the following:

Schedule of outstanding warrants

5 unchanged sentences

April Warrants

Note 8 – Net Loss Per Common

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

– 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.

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.

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.

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 September 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

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 nine months ended September 30, 2022, all of these warrants were exercised

and therefore had no remaining dilutive effect.

– Management and Director Compensation

The Company paid its officers cash

compensation totaling $ 240,000

Company paid its officers cash compensation totaling $ 595,000 and

$ 105,000 and

$ 1,095,000 and

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.

$ 130,000 for

the three and nine month periods ended September 30, 2022 and 2021, respectively.

Of these amounts attributable to the

Company’s CEO, as of September 30, 2021 $ 110,000

was paid to Advanomics Corporation, 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 September 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.

paid its directors cash compensation totaling $ 100,000 and $ 200,000 for the three and nine month periods ended September 30, 2022

and 2021, respectively.

– Subsequent Events

On October 20, 2022, the Company acquired all of the outstanding shares

of Nora Pharma Inc., a Canadian generic pharmaceuticals company.

The total purchase price of $30,000,000 Canadian (approximately $21,900,000

USD) was paid by paying $20,000,000 Canadian (approximately $14,600,000 USD) in cash, issuing 3,700,000 shares of the Company’s

Common Stock valued at $5,000,000 Canadian (approximately $3,650,000 USD), and $5,000,000 Canadian (approximately $3,650,000 USD) which

may be paid in the future as an earn-out amount based on target sales.

Through the contingent earn-out, the seller, Mr.

Malek Chamoun,

has the opportunity to earn up to $5,000,000 CAD (approximately $3,650,000 USD) in the form of twenty (20) payments of $250,000 CAD for

every $1,000,000 CAD increase in gross sales above Nora Pharma’s June 30, 2022 gross sales, provided that his employment with the

Company is not terminated pursuant to the Company’s Employment Agreement with him.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements