Sunshine Biopharma Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. Based on this evaluation, our management, including our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2022, at reasonable assurance levels. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our system of internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with US GAAP. Our internal control over financial reporting includes those policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with US GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized use, acquisition, or disposition of our assets that could have a material effect on the consolidated financial statements. 43 Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022, and they concluded that our internal control over financial reporting was effective as of December 31, 2022. In making this assessment, we utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013). No Attestation Report by Independent Registered Accountant The effectiveness of our internal control over financial reporting as of December 31, 2022, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company. Changes in Internal Controls over Financial Reporting There were no changes in our internal control over financial reporting during the three months ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 44 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The following individuals currently serve as our Board of Directors and executive officers. Name Age Position(s) Dr. Steve N. Slilaty 70 President, Chief Executive Officer and Chairman Dr. Abderrazzak Merzouki 59 Chief Operating Officer and Director Camille Sebaaly 61 Chief Financial Officer and Secretary Dr. Rabi Kiderchah 50 Director David Natan 69 Director Dr. Andrew Keller 69 Director Dr. Steve N. Slilaty was appointed as our chief executive officer and chairman of our board of directors on October 15, 2009. Dr. Slilaty is an accomplished scientist and business executive. His scientific publications are widely cited. Sunshine Biopharma is the third in a line of biotechnology companies that Dr. Slilaty founded and managed. The first, Quantum Biotechnologies Inc. later known as Qbiogene Inc. , was founded in 1991 and is now a member of a family of companies owned by MP Biomedicals , one of the largest international suppliers of biotechnology reagents and other research products. The second company which Dr. Slilaty founded, Genomics One Corporation , conducted an initial public offering of its capital stock in 1999 and, on the basis of its ownership of Dr. Slilaty’s patented TrueBlue® Technology, Genomics One became one of the key participants in the Human Genome Project and reached a market capitalization of $1 billion in 2000. Formerly, Dr. Slilaty was a research team leader at the Biotechnology Research Institute (Montreal) , a division of the National Research Council of Canada . Dr. Slilaty is one of the pioneers of Gene Therapy having developed the first gene delivery system applicable to humans in 1983 [ Science 220: 725-727 (1983) ]. Dr. Slilaty's other distinguished scientific career accomplishments included (i) the discovery of a new class of enzymes, the S24 Family of Proteases (IUBMB Enzyme: EC 3.4.21.88) [ Proc. Natl. Acad. Sci. U.S.A. 84: 3987-3991 (1987) ]. In addition, Dr. Slilaty (i) developed the first site-directed mutagenesis system applicable to double-stranded DNA [ Analyt. Biochem. 185: 194-200 (1990) ], (ii) cloned the gene for the first yeast-lytic enzyme (lytic b-1,3-glucanase) [ J. Biol. Chem. 266: 1058-1063 (1991) ], (iii) developed a new molecular strategy for increasing the rate of enzyme reactions [ Protein Engineering 4: 919-922 (1991) ], and (iv) constructed a powerful new cloning system for genomic sequencing (TrueBlue® Technology) [ Gene 213: 83-91 (1998) ]. Most recently, Dr. Slilaty, in collaboration with Institut National des Sciences Appliquée (France), State University of New York at Binghamton (USA) and École Polytechnique, Université de Montréal (Canada), designed, patented, and advanced the development the first, and currently the only known anticancer compound (Adva-27a) capable of destroying multidrug resistant cancer cells [ Anticancer Res. 32: 4423 (2011) and US Patent Numbers: 8,236,935 and 10,272,065 ]. These and other works of Dr. Slilaty are cited in research papers, editorials, review articles and textbooks. Dr. Slilaty is the author of 18 original research papers and 10 issued and pending. These and other works of Dr. Slilaty are cited in research papers, editorials, review articles and textbooks. Dr. Slilaty received his Ph.D. degree in Molecular Biology from the University of Arizona in 1983 and Bachelor of Science degree in Genetics and Biochemistry from Cornell University in 1976. Dr. Slilaty has received research grants from the NIH and NSF and he is the recipient of the 1981 University of Arizona Foundation award for Meritorious Performance in Teaching. Dr. Slilaty’s scientific knowledge and experience qualifies him to serve on our board of directors. 45 Dr. Abderrazzak Merzouki was appointed as a director and our chief operating officer in February 2016. In addition to his positions with our Company since January 2016 he has been self-employed as a consultant in the fields of biotechnology and pharmacology. From July 2007 through December 2016, Dr. Merzouki worked at the Institute of Biomedical Engineering in the Department of Chemical Engineering at Ecole Polytechnique de Montreal, where he taught and acted as a senior scientist involved in the research and development of plasmid and siRNA-based therapies. Dr. Merzouki is a molecular biologist and an immunologist with extensive experience in the area of gene therapy where he performed several preclinical studies for pharmaceutical companies involving the use of adenoviral vectors for cancer therapy and plasmid vectors for the treatment of peripheral arterial occlusions. Dr. Merzouki also has extensive expertise in the design of expression vectors, and production and purification of recombinant proteins. He developed technologies for production of biogeneric therapeutic proteins for the treatment of various diseases including cancer, diabetes, hepatitis and multiple sclerosis. Dr. Merzouki obtained his Ph.D. in Virology and Immunology from Institut Armand-Frappier in Quebec and received his post-doctoral training at the University of British Columbia and the BC Center for Excellence in HIV/AIDS research. Dr. Merzouki has over 30 publications and 70 communications in various, highly respected scientific journals in the field of cellular and molecular biology. Dr. Merzouki’s scientific knowledge and experience qualifies him to serve on our board of directors. Mr. Camille Sebaaly was appointed as our chief financial officer, secretary and a director of our Company on October 15, 2009. He resigned as a director of the Company in October 2021. Since 2001, Mr. Sebaaly has been self-employed as a business consultant, primarily in the biotechnology and biopharmaceutical sectors. He held a number of senior executive positions in various areas including financial management, business development, project management and finance. As an executive and an entrepreneur, he combines expertise in strategic planning and finance with strong skills in business development and deal structure and negotiations. In addition, Mr. Sebaaly worked in operations, general management, investor relations, marketing and business development with emphasis on international business and marketing of advanced technologies including hydrogen generation and energy saving. In the area of marketing, Mr. Sebaaly has evaluated market demands and opportunities, created strategic marketing and business development plans, designed marketing communications and launched market penetration programs. Mr. Sebaaly graduated from State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987. Dr. Rabi Kiderchah has served as a director of the Company since October 2021. Dr. Kiderchah is a licensed physician in Canada. From 2000 until August 2021, he was working at Argenteuil Hospital, Lachute, Quebec, Canada, as an emergency room physician. He has also worked as what is referred to in Canada as a “medecins depanneurs”, working in rural areas where there are not enough ER doctors. Since August 2011 he has worked at Rabi Kiderchah Medecin Inc. as a freelance physician in the Quebec, Canada area. He received a Bachelor of Science degree in 1994 and an MD degree in 1998 from the University of Montreal. Dr. Kiderchah’s medical and scientific knowledge and experience qualifies him to serve on our board of directors. Mr. David Natan has served as a director of the Company since February 2022. In addition, since 2007 Mr. Natan has served as President and Chief Executive Officer of Natan & Associates, LLC, a consulting firm offering chief financial officer services to public and private companies in a variety of industries. From February 2010 to May 2020, Mr. Natan served as Chief Executive Officer of ForceField Energy, Inc. (OTCMKTS: FNRG), a company focused on the solar industry and LED lighting products. From February 2002 to November 2007, Mr. Natan served as Executive Vice President of Reporting and Chief Financial Officer of PharmaNet Development Group, Inc., a drug development services company, and, from June 1995 to February 2002, as Chief Financial Officer and Vice President of Global Technovations, Inc., a manufacturer and marketer of oil analysis instruments and speakers and speaker components. Prior to that, Mr. Natan served in various roles of increasing responsibility with Deloitte & Touche LLP, a global consulting firm. Mr. Natan currently serves as a member of the Board of Directors and Chair of the Audit Committee of Global Diversified Marketing Group, Inc. (OTCMKTS: GDMK), a manufacturer, marketer and distributor of food and snack products, since February 2021 and serves as a member of the Board of Directors and Chair of the Audit Committee of Sunshine Biopharma, Inc. (NASDAQ: SBFM), a pharmaceutical and nutritional supplement company, since February 2022. Additionally in December 2022, Mr. Natan was appointed to the board of Directors and Audit Committee Chair of Vivakor Inc. (NASDAQ: VIVK) Previously, Mr. Natan served as Chairman of the Board of Directors of ForceField Energy, Inc., from April 2015 to May 2020, and as a member of the Board of Directors of Global Technovations, Inc., from December 1999 to December 2001. Mr. Natan holds a B.A. in Economics from Boston University. Mr. Natan’s experience as business executive and as a director of public companies qualify him to serve on our board of directors. Dr. Andrew M. Keller has served as a director of the Company since February 10, 2022. From 2016 through November 2019, Dr. Keller was the Chief Medical Officer at the Western Connecticut Medical Group, Bethel CT, a multispecialty organization. He was employed by this group beginning in 1989, and in 2003 became Chief – Section of Cardiovascular Diseases. In 2014 he was appointed Chief Medical Informatics Officer. Previously, Dr. Keller was an Assistant Professor of Medicine/Radiology at Columbia University, The College of Physicians and Surgeons, NY, NY. Dr. Keller retired as a practicing physician in 2019 and in 2020, became a full time student at Quinnipiac University College of Law, where he is currently in his third year. Dr. Keller received a Doctor of Medicine degree in 1979 from The Ohio State University and a Bachelor of Arts degree in Physics, Magna Cum Laude from Ithaca College in 1975. Dr. Keller’s medical and scientific knowledge and experience qualify him to serve on our board of directors. 46 Corporate Governance Board of Directors Term of Office Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified. Committees of our Board of Directors The Company has established an audit committee, a compensation committee, and a corporate governance and nominating committee of our board of directors. Each committee is comprised of each of our independent directors. David Natan is our audit committee financial expert. No Family Relationships There is no family relationship between any director and executive officer or among any directors or executive officers. Involvement in Certain Legal Proceedings Our directors and executive officers have not been involved in any of the following events during the past ten years: 1. any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; 4. being found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Code of Ethics We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer. Our Code of Ethics is available on our website at www.sunshinebiopharma.com. 47 ITEM 11. EXECUTIVE COMPENSATION The following table sets forth compensation information for services rendered by our executive officers in all capacities during the last two completed fiscal years. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) All Other Compensation ($) Total ($) Dr. Steve N. Slilaty 2022 360,000 (1) 10,000 – – 370,000 Chief Executive Officer and Director 2021 156,380 (1) – 306,000 (2) – 462,380 Camille Sebaaly 2022 300,000 630,000 – – 930,000 Chief Financial Officer 2021 40,000 – 306,000 (2) – 346,000 Dr. Abderrazzak Merzouki 2022 240,000 245,000 – – 485,000 Chief Operating Officer and Director 2021 109,927 – 306,000 (2) – 415,927 ________________ (1) Portions of these amounts were paid to Advanomics Corporation, a company controlled by Dr. Slilaty. (2) Represents stock award valued at $3.06 per share, the closing price of the common stock on the date of grant of January 6, 2021. Employment Agreements On April 8, 2022, we entered into an employment agreement with Dr. Steve N. Slilaty, our Chief Executive Officer. Pursuant to the employment agreement, Dr. Slilaty will continue to serve as our CEO and will be paid a base annual salary of $360,000 (which will increase annually at the rate of the Consumer Price Index or 5%, whichever is higher). The employment agreement has a term of four years and will renew automatically for a term of an additional three years. In the event the employment agreement is terminated by the Company without cause, the Company will pay Dr. Slilaty $10 million. Upon expiration of the employment agreement, the Company will pay Dr. Slilaty $2 million. Outstanding Equity Awards at 2022 Fiscal Year-End We did not have any outstanding equity awards as of December 31, 2022. Director Compensation The following table sets forth compensation we paid to our directors during the year ended December 31, 2022. Name Fees Earned or Paid in Cash ($) Stock Awards Option Awards All Other Compensation Total ($) Dr. Rabi Kiderchah 60,000 – – – 60,000 Mr. David Natan 60,000 – – – 60,000 Dr. Abderrazzak Merzouki 60,000 – – – 60,000 Dr. Andrew Keller 60,000 – – – 60,000 Dr. Steve N. Slilaty 60,000 – – – 60,000 48 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information, as of March 31 2023, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The table lists applicable percentage ownership based on 22,585,632 shares of common stock outstanding as of March 31, 2023. In addition, under SEC rules, beneficial ownership of common stock includes shares of our common stock issuable pursuant to the conversion or exercise of securities that are either immediately exercisable or convertible into common stock or exercisable or convertible into common stock within 60 days of March 31, 2023. These shares are deemed to be outstanding and beneficially owned by the person holding those securities for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Common Class Common Dr. Steve N. Slilaty (1)(2)(3) 579 Rue Lajeunesse Laval, Quebec Canada H7X 3K4 121,024 (1) * Common Camille Sebaaly (1) 3040 Levesque West, Suite 506 Laval, Quebec Canada H7V 2G3 174,465 * Common Dr. Abderrazzak Merzouki (1) 731 Place de l’Eeau Vive Laval, Quebec Canada H7Y 2E1 116,720 * Common Dr. Andrew Keller (1) c/o Sunshine Biopharma, Inc. 6500 Trans-Canada Highway 4th Floor, Pointe-Claire, Quebec H9R 0A5, Canada 0 * Common David Natan (1) c/o Sunshine Biopharma, Inc. 6500 Trans-Canada Highway 4th Floor, Pointe-Claire, Quebec H9R 0A5, Canada 0 * Common Dr. Rabi Kiderchah (1) c/o Sunshine Biopharma, Inc. 6500 Trans-Canada Highway 4th Floor, Pointe-Claire, Quebec H9R 0A5, Canada 1,625 * Common Malek Chamoun (3) 1730 rue Saint Patrick, Apt. 601 Montreal, Quebec Canada H3K 2H2 3,700,000 (3) 16.4% All Officers and Directors as Group (5 persons) 4,113,834 (3) 18.2 % ____________________ * Less than 1%. (1) Officer and/or director of our Company. (2) Does not include 10,000 shares of the Company’s Series B Preferred Shares. Dr. Slilaty has agreed not to vote these shares until such time as the Company’s Tradeable Warrants are no longer outstanding. Each share of Series B Preferred Stock gives the holder the right to 1,000 votes per share. (3) Dr. Slilaty controls the voting of Mr. Chamoun’s shares through a voting agreement between Mr. Chamoun and Dr. Slilaty dated October 20, 2022 49 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Related Transactions A Note Payable dated December 31, 2019, held by our CEO having a face value of $128,269 and accruing interest at 12% was due December 31, 2020. On December 31, 2020, we renewed the Note together with accrued interest of $15,392 for a 12-month period. The new Note had a face value of $143,661, accrued interest at 12% per year, and had a maturity date of December 31, 2021. On August 24, 2021, we paid off the entire principal balance of this Note, together with accrued interest of $12,929 by making a cash payment of $156,590. On February 22, 2022, we redeemed 990,000 shares of Series B Preferred Stock held by Dr. Steve Slilaty, our CEO, at a redemption price equal to the stated value of $0.10 per share. Director Independence Our independent directors consist of Dr. Kiderchah, Mr. Natan and Dr. Keller. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents fees for professional audit services rendered by B F Borgers CPA PC, our independent auditors, during our fiscal years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Audit Fees $ 137,500 $ 75,600 Audit-related Fees – – Tax Fees – – All Other Fees – – Total $ 137,500 $ 75,600 Audit Fees . Audit fees consist of amounts billed for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Forms 10-K for our fiscal years ended December 31, 2022 and 2021 and for reviews of our interim financial statements included in our Quarterly Reports on Form 10-Q. Audit-related Fees. Audit-related fees represent fees for assurance and related services performed that are reasonably related to the performance of the audit or review of our financial statements. Tax Fees. B F Borgers CPA PC did not perform any tax compliance services for us during the years ended December 31, 2022 or 2021. All Other Fees . B F Borgers CPA PC did not receive any other fees from us for the years ended December 31, 2022 or 2021. As of December 31, 2021, our entire Board of Directors performed the duties of an audit committee. Our Board of Directors evaluated the scope and cost of the engagement of an auditor before the auditor rendered audit and non-audit services. As of February 15, 2022, the Board of Directors appointed our three independent directors as the members of our audit committee. 50 PART IV ITEM 15 EXHIBITS 1.1 Underwriting Agreement between the Company and Aegis Capital Corp. (1) 3.1 Articles of Incorporation (2) 3.2 Certificate of Amendment to Articles of Incorporation filed November 2, 2009 (3) 3.3 Statement of Share and Equity Capital Exchange (4) 3.4 Articles of Amendment to Articles of Incorporation filed July 13, 2010 (4) 3.5 Articles of Amendment to Articles of Incorporation filed May 27, 2015 (5) 3.6 Articles of Amendment to Articles of Incorporation (6) 3.7 Articles of Amendment to Articles of Incorporation (7) 3.8 Bylaws (2) 4.1 Description of Registrant’s Securities (16) 10.1 Patent Purchase Agreement with Advanomics Corporation (8) 10.2 Second Patent Purchase Agreement with Advanomics Corporation (9) 10.3 Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated October 8, 2016, including Secured Convertible Promissory Note (10) 10.4 Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory Note (10) 10.5 Form of Warrant (1) 10.6 Warrant Agent Agreement between the Company and Equiniti (1) 10.7 Sponsored Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc. (11) ** 10.8 Research Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (12) 10.9 Engagement Letter, dated March 14, 2022, between the Company and Aegis Capital Corp. (15) 10.10 Securities Purchase Agreement, dated March 10, 2022 (15) 10.11 Form of Warrant, dated March 14, 2022 (15) 10.12 Registration Rights Agreement, dated March 10, 2022 (15) 10.13 Form of Amendment to Warrant (17) 10.14 Employment Agreement between Sunshine Biopharma, Inc. and Dr. Steve Slilaty (18) * 10.15 Engagement Letter, dated April 25, 2022 (19) 10.16 Form of Securities Purchase Agreement (19) 10.17 Form of Registration Rights Agreement (19) 10.18 Form of Warrant (19) 10.19 Share Purchase Agreement between Sunshine Biopharma, Inc., Malek Chamoun and Nora Pharma Inc. (20) 10.20 Employment Agreement between Sunshine Biopharma, Inc., Nora Pharma Inc. and Malek Chamoun (20) * 10.21 Research Agreement between the Company and Sir Mortimer B. Davis Jewish General Hospital (21) 10.22 License Agreement between the Company and the University of Arizona (22) ** 14.1 Code of Ethics (13) 21 Subsidiaries (filed herewith) 23.1 Consent of BF Borgers CPA PC (filed herewith) 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) 51 EX-101 Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) EX-104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). _______________________ * Indicates management contract or compensatory arrangement. ** Portions of the exhibit have been omitted. (1) Incorporated by reference to 8-K filed with the SEC on February 17, 2022 (2) Incorporated by reference to SB-2 filed with the SEC on October 19, 2007. (3) Incorporated by reference to 8-K filed with the SEC on November 6, 2009. (4) Incorporated by reference to 10-Q filed with the SEC on August 4, 2010. (5) Incorporated by reference to 8-K filed with the SEC on June 1, 2015. (6) Incorporated by reference to 8-K filed with the SEC on June 24, 2020. (7) Incorporated by reference to 8-K filed February 9, 2022. (8) Incorporated by reference to 8-K filed with the SEC on October 9, 2015. (9) Incorporated by reference to 8-K filed with the SEC on December 28, 2015. (10) Incorporated by reference to 8-K filed with the SEC on March 14, 2016. (11) Incorporated by reference to S-1/A filed with the SEC on January 24, 2022. (12) Incorporated by reference to 8-K filed with the SEC on February 25, 2022. (13) Incorporated by reference to 10-K filed with the SEC on May 1, 2020. (14) Incorporated by reference to S-1 filed September 9, 2021. (15) Incorporated by reference to 8-K filed with the SEC on March 15, 2022. (16) Incorporated by reference to 10-K filed with the SEC on March 21, 2022. (17) Incorporated by reference to 8-K filed with the SEC on March 24, 2022. (18) Incorporated by reference to 8-K filed with the SEC on April 8, 2022. (19) Incorporated by reference to 8-K filed with the SEC on April 28, 2022. (20) Incorporated by reference to 8-K filed with the SEC on October 20, 2022. (21) Incorporated by reference to 8-K filed with the SEC on February 10, 2023. (22) Incorporated by reference to 8-K filed with the SEC on February 28, 2023. 52 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SUNSHINE BIOPHARMA, INC. Dated: April 3, 2023 By: /s/ Dr. Steve N. Slilaty Dr. Steve N. Slilaty, Chief Executive Officer (principal executive officer) /s/ Camille Sebaaly Camille Sebaaly, Chief Financial Officer (principal financial and accounting officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Dr. Steve N. Slilaty Chief Executive Officer and Director April 3, 2023 Dr. Steve N. Slilaty (Principal Executive Officer) /s/ Camille Sebaaly Chief Financial Officer April 3, 2023 Camille Sebaaly (Principal Financial and Accounting Officer) /s/ Dr. Abderrazzak Merzouki Director April 3, 2023 Dr. Abderrazzak Merzouki /s/ David Natan Director April 3, 2023 David Natan /s/ Dr. Andrew Keller Director April 3, 2023 Dr. Andrew Keller /s/ Dr. Rabi Kiderchah Director April 3, 2023 Dr. Rabi Kiderchah 53