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Item 1. Financial Statements

2023-05-10 compared with 2022-11-07 · 350 added, 388 removed, 82 unchanged (90% of the section changed)

FINANCIAL STATEMENTS

Sunshine Biopharma, Inc.

Condensed Consolidated Balance Sheets

September 30,

Biopharma, Inc.

Balance Sheets

Current Assets:

Cash and cash equivalents

Cash and cash

Accounts receivable

Prepaid expenses

Total Current Assets

Equipment, net

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Assets

Property and equipment

Intangible assets

Right-of-use-asset

Current Liabilities:

Accounts payable and accrued expenses

Interest payable

Accounts payable and accrued

Earnout payable

Income tax payable

Right-of-use-liability

Total Current Liabilities

Long-term portion of notes payable

Long-Term Liabilities:

Deferred tax liability

Right-of-use-liability

Total Long-Term Liabilities

TOTAL LIABILITIES

SHAREHOLDERS' EQUITY

Preferred Stock, Series B $ 0.10

par value per share;

Preferred Stock, Series B $ 0.10 par value per share;

1,000,000 shares authorized;

and 1,000,000

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

Common Stock, $ 0.001

par value per share;

3,000,000,000

shares issued and outstanding

Common Stock, $ 0.001 par value per share;

3,000,000,000 shares authorized;

and 2,591,240

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

22,139,921 and 22,585,632 issued

and outstanding as of March 31, 2023 and December 31, 2022, respectively

Capital paid in excess of par value

Accumulated comprehensive (loss)

Accumulated comprehensive income

Accumulated (Deficit)

2 unchanged sentences

TOTAL SHAREHOLDERS' EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

See Accompanying Notes.

Sunshine Biopharma, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

3 Months Ended

9 Months Ended

September 30,

TOTAL LIABILITIES AND

SHAREHOLDERS' EQUITY

accompanying notes are an integral part of these unaudited financial statements

Biopharma, Inc.

Statements of Operations and Comprehensive Loss (Unaudited)

Cost of sales

General and Administrative Expenses:

Advertising and Marketing

Officer and director remuneration

Total General and Administrative Expenses

Director fees

and amortization

Total General and Administrative

(Loss) from operations

1 unchanged sentence

( 1,223,364 )

( 2,160,503 )

Other Income (Expense):

Foreign exchange gain

Other Income (Expenses):

Foreign exchange

Interest income

Interest expense

Debt forgiveness

Loss on debt conversions

( 3,504,000 )

( 10,709,843 )

Total Other Income (Expense)

( 3,543,124 )

( 10,943,060 )

Total Other Income (Expenses)

Net (loss) before income taxes

1 unchanged sentence

( 1,236,234 )

( 3,232,125 )

( 13,103,563 )

Provision for income taxes

1 unchanged sentence

( 1,236,234 )

$ ( 3,232,125 )

$ ( 13,103,563 )

(Loss) from foreign exchange translation

Gain from foreign exchange

Comprehensive (Loss)

1 unchanged sentence

( 1,235,227 )

$ ( 3,288,889 )

$ ( 13,118,167 )

Basic (loss) per common share

Weighted Average Common Shares Outstanding (Basic)

See Accompanying Notes.

Sunshine Biopharma, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

9 Months Ended

September 30,

Cash Flows From Operating Activities:

Weighted average common shares outstanding

(Basic & Diluted)

accompanying notes are an integral part of these unaudited financial statements

Biopharma, Inc.

Statements of Cash Flows (Unaudited)

Cash Flows From Operating

$ ( 1,702,430 )

$ ( 1,236,234 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

Foreign exchange (gain) loss

Stock issued for services

Stock issued for payment interest

Loss on debt conversion

Debt forgiveness

Decrease in accounts receivable

(Increase) in inventory

(Increase) decrease in prepaid expenses

Increase (decrease) in Accounts Payable & accrued expenses

Increase (decrease) in interest payable

Net Cash Flows (Used) in Operations

( 3,001,746 )

( 1,517,015 )

Cash Flows From Financing Activities:

Proceeds public offerings, net

Purchase of preferred shares

Payments of notes payable

( 1,900,000 )

Net Cash Flows Provided by Financing Activities

Cash and Cash Equivalents at Beginning of Period

Net increase in cash and cash equivalents

Effect of exchange rate changes on cash

Foreign currency translation adjustment

Cash and Cash Equivalents at End of Period

Supplementary Disclosure of Cash Flow Information:

Stock issued for note conversions including interest

Cash paid for interest

Cash paid for income taxes

See Accompanying Notes.

Sunshine Biopharma, Inc.

Condensed Consolidated Statement of Shareholders' Equity (Unaudited)

Number Of Common

Capital Paid in Excess

Number Of Preferred

Comprehensive

Three Month Period

Balance at June 30, 2022

Foreign exchange

Accounts receivable

Prepaid expenses

Accounts payable & accrued

Income tax payable

Cash Flows (Used) in Operations

( 1,850,106 )

( 1,304,208 )

Cash Flows From Investing

Reduction in Right-of-use

Cash from Nora Pharma Inc.

Purchase of intangible assets

Purchase of equipment

Cash Flows (Used) in Investing Activities

Cash Flows From Financing

Common stock issued for

public offerings

Purchase of treasury stock

Lease liability

of notes payable

( 1,900,000 )

Balance at September 30, 2022

Cash Flows (Used In) Provided by Financing Activities

Cash and cash equivalents

at beginning of period

Net Increase (Decrease)

in cash and cash equivalents

( 2,534,708 )

Nine Month Period

Effect of exchange rate

changes on cash

and cash equivalents at end of period

Supplementary Disclosure

of Cash Flow Information:

paid for interest

paid for income taxes

accompanying notes are an integral part of these unaudited financial statements

Biopharma, Inc.

Statement of Shareholders' Equity (Unaudited)

of Common Shares Issued

Paid in Excess of Par Value

of Preferred Shares Issued

Three Months Period Ended

March 31, 2022

Balance December

$ ( 32,655,174 )

Common stock and pre-funded warrants

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

stock and pre-funded warrants issued in public offerings

Exercise of warrants

Preferred stock purchased from related party

( 3,232,125 )

( 3,288,889 )

Balance at September 30, 2022

$ ( 35,887,299 )

Three Month Period

Balance June 30, 2021

$ ( 29,282,907 )

$ ( 872,710 )

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

( 4,039,383 )

stock purchased from related party

( 1,236,234 )

Balance at September 30, 2021

( 1,235,227 )

at March 31, 2022

$ ( 32,655,174 )

Nine Month Period

Balance December 31,

1 unchanged sentence

( 1,702,430 )

Common stock issued for the reduction of note payable and payment

Common stock issued for services

( 1,691,270 )

( 13,118,167 )

Balance at September 30, 2021 (unaudited)

$ ( 33,322,290 )

at March 31, 2023

$ ( 61,102,044 )

See Accompanying Notes.

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.

accompanying notes are an integral part of these unaudited financial statements

Biopharma, Inc.

Consolidated Financial Statements (Unaudited)

three months ended March 31, 2023 and 2022

1 – Description of Business

The Company was originally incorporated under the name Mountain West

Business Solutions, Inc.

on August 31, 2006, in the State of Colorado.

October 15, 2009, the Company acquired Sunshine Biopharma, Inc.

in a transaction classified as a reverse acquisition.

Sunshine Biopharma, Inc.

Sunshine Biopharma,

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.

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 rights to Adva-27a by purchasing PCT/FR2007/000697 and PCT/CA2014/000029 and terminated the License Agreement.

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,

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.

1 unchanged sentence

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

overallotment option granted to the underwriter).

In connection with these transactions, the Company’s shares of common stock

and Tradeable Warrants began trading on Nasdaq under the symbol “SBFM” for the common stock and “SBFMW” for

the Tradeable Warrants.

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.

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 property developed by University of Arizona 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.

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

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

entered into an option agreement (the “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 September 13, 2022, the Company exercised its option under

the Option Agreement and on February 24, 2023 entered into an exclusive worldwide license agreement with the University of Arizona for

all of the technology related to the Research Project.

On April 20, 2022, the Company filed a provisional

patent application in the United States covering mRNA molecules capable of destroying cancer cells in vitro.

The patent application contains

composition and utility subject matter pertaining to the structure and sequence of such mRNA molecules.

The lead anticancer mRNA molecule

arising from this technology is targeted for liver cancer and bears the laboratory name K1.1.

On October 20, 2022, the Company acquired Nora

(“Nora Pharma”), a Canadian generic pharmaceuticals company based in the greater Montreal area.

Nora Pharma has

37 employees and operates in a 15,000 square foot facility certified by Health Canada.

Nora Pharma currently offers 50 generic prescription

drugs and 11 OTC products.

The consolidated financial statements contained in this Report include the results of operations of Nora Pharma

from January 1, 2023 through March 31, 2023.

2 – Basis of Presentation

unaudited financial statements of the Company for the three months periods ended March 31, 2023 and 2022 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, 2022 was derived from the audited financial statements

included in the Company's financial statements as of and for the year ended December 31, 2022 included in the Company’s Annual

Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 4, 2023.

These financial statements

should be read in conjunction with that report.

3 – Acquisition of Nora Pharma Inc.

On October 20, 2022 the Company acquired all of

the issued and outstanding shares of Nora Pharma Inc.

The purchase price

for the shares was $ 18,860,637 which was paid in cash ($ 14,346,637 ) and by the issuance of 3,700,000 shares of the Company’s common

stock valued at $ 4,514,000 or $1.22 per share.

Nora Pharma is a certified company offering generic pharmaceutical products in Canada.

Nora Pharma’s operations are authorized by a Drug Establishment License issued by Health Canada.

Nora Pharma is also registered

with the FDA.

The following table summarizes the allocation of

the purchase price as of October 20, 2022, the acquisition date using Nora Pharma’s balance sheet assets and liabilities:

of purchase price

Accounts receivable

Intangible assets

Equipment & furniture

Liabilities assumed

( 5,981,286 )

Total Consideration

The value of the 3,700,000 common shares issued

as part of the consideration paid for Nora Pharma was determined based on the closing market price of the Company’s common shares

on the acquisition date, October 20, 2022 ($1.22 per share).

The Company impaired 100% of the goodwill amount

in 2022 and is intending to depreciate the intangible assets over 5 years using the straight-line method.

As part of the consideration paid for Nora Pharma,

the Company agreed to a $ 5,000,000 CAD ($ 3,632,000 USD) earnout amount payable to Mr.

Malek Chamoun, the Seller of Nora Pharma.

is payable in the form of twenty (20) payments of $250,000 CAD for every $1,000,000 CAD increase in gross sales (as defined in the Purchase

Agreement) 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.

The total earnout amount of $3,632,000 has been recorded as a salary payable.

The unaudited financial information in the table

below summarizes the combined results of operations of the Company (Sunshine Biopharma and Nora Pharma) for the years ended December 31,

2022 and 2021, on a pro forma basis, as though the companies had been combined as of January 1, 2021.

The unaudited pro forma financial

information does not purport to be indicative of the Company's combined results of operations which would have been obtained had the acquisition

taken place on January 1, 2021, nor should it be taken as indicative of future consolidated results of operations:

Pro Forma results from acquisition

Total revenues

Net (loss) from operations

$ ( 26,192,503 )

$ ( 2,224,253 )

$ ( 26,164,764 )

$ ( 12,289,655 )

Basic and fully diluted (loss) per share

Weighted average number of shares outstanding

4 – Reverse Stock Splits

February 9, 2022, the Company completed a 1

for 200 reverse split of its common stock.

had previously completed two 20

to 1 reverse stock splits , one in 2019 and the other in 2020.

The Company’s financial statements reflect all three reverse stock splits on a retroactive basis for all periods presented

and for all references to common stock, unless specifically stated otherwise.

5 – Capital Stock

Company’s authorized capital is comprised of 3,000,000,000

shares of $ 0.001

par value common stock and 30,000,000

shares of $ 0.10

par value preferred stock, to have such rights and preferences as the Directors of the Company have or may assign from time to time.

Out of the authorized Preferred Stock, the Company had previously designated 850,000 shares as Series “A” Preferred

Stock (“Series A”).

At December 31, 2019, the Company had no issued and outstanding shares of Series A.

2020, the Company filed an amendment to its Articles of Incorporation (the “Amendment”) eliminating the Series A shares

and the designation thereof, which shares were returned to the status of undesignated shares of Preferred Stock.

In addition, the

Amendment increased the number of authorized Series B Preferred Shares from five hundred thousand (500,000) to one million

(1,000,000) shares.

The Series B Preferred Stock is non-convertible, non-redeemable and non-retractable.

It has superior liquidation

rights to the common stock at $0.10 per share and gives the holder the right to 1,000 votes per share.

As of December 31, 2021,

there were 1,000,000

shares of the Series B Preferred Stock held by the CEO of the Company.

February 17, 2022, the Company completed a public offering and 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

warrants to purchase shares of common stock (the “Tradeable Warrants”).

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

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 Company received approximately $8 million in gross proceeds, and $ 6,781,199 in

net proceeds in this offering.

2022, the Company completed another private placement and received net proceeds of $ 16,752,915 .

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

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 warrants (“April Warrants”) to purchase up to 4,945,640

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

was 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.

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.

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.

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.

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

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.

October 20, 2022, the Company issued 3,700,000

shares of common stock as part of the acquisition of Nora Pharma.

These shares were valued at $ 4,514,000 ,

the fiscal year ended December 31, 2021, the Company issued an aggregate of 559,144

shares of its common stock valued at $ 12,705,214

in connection with the conversion of $ 2,867,243

in debt and interest of $ 127,986

resulting in a loss of $ 9,726,485

on conversion.

In addition, the Company issued 300,000

shares of its common stock valued at $ 918,000

as compensation to its directors.

In total, 859,114

shares of common stock were issued during the fiscal year ended December 31, 2021.

On January 19, 2023, the Company announced a

stock repurchase program of up to $ 2

million under SEC Rule 10B-18.

During the three months ended March 31, 2023, the Company repurchased a total of 445,711

shares of common stock at an average price of $1.1371 per share for a total cost of $ 506,822 .

The 445,711 repurchased common shares were cancelled and returned to treasury reducing the number of issued and outstanding shares

from 22,585,632 to 22,139,921.

March 31, 2023 and December 31, 2022, the Company has a total of 22,139,921

and 22,585,632

shares of common stock issued and outstanding, respectively.

Company has declared no dividends

since inception.

Company accounts for issued warrants either as a liability or equity in accordance with ASC 480-10 or ASC 815-40.

5 unchanged sentences

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

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.

2022, the Company completed three financing events, and in connection therewith, it issued warrants as follows:

issued with financing

Exercise Price

1 unchanged sentence

Tradeable Warrants

February 2027

Investor Warrants

April Warrants

The Tradeable

Warrants had an initial exercise price of $4.25, subject to adjustment.

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

of March 31, 2023, 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.

During the three month period ended March

31, 2023, no Investor Warrants or April Warrants were exercised.

The Company’s

outstanding warrants at March 31, 2023 consisted of the following:

outstanding warrants

Exercise Price

1 unchanged sentence

Tradeable Warrants

February 2027

Investor Warrants

1 unchanged sentence

7 – 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 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.

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

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.

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.

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.

31, 2023, 3,138,507

Tradeable Warrants and 2,802,703

Investor 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.

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 three months ended March 31, 2023, all of these warrants were exercised

and therefore had no remaining dilutive effect.

Company has obligations as a lessee for office space with initial non-cancellable terms in excess of one year.

The Company classified

the lease as an operating lease.

The lease contains a renewal option for a period of five years.

Because the Company is certain to exercise

the renewal option, the optional period is included in determining the lease term, and associated payments under the renewal option are

included in the lease payments.

The Company’s lease does not include termination options for either party to the lease or restrictive

financial or other covenants.

Payments due under the lease contract include fixed payments plus a variable Payment.

The Company’s

office space lease requires it to make variable payments for the Company’s proportionate share of building’s property taxes,

insurance, and common area maintenance.

These variable lease payments are not included in lease payments used to determine lease liability

and are recognized as variable costs when incurred.

reported on the balance sheet as of March 31, 2023 were as follows:

Schedule of lease information

Operating lease ROU asset

Operating Lease liability - Short-term

Operating lease liability - Long-term

Remaining lease term

years 9 months

Discount rate

disclosed for ROU assets obtained in exchange for lease obligations and reductions of ROU assets resulting from reductions of lease obligations

include amounts reduced from the carrying amount of ROU assets resulting from deferred rent.

of lease liabilities under non-cancellable operating leases at March 31, 2023 are as follows:

Schedule of maturities

of lease payments

9 – Management and Director Compensation

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

$ 105,000 and

Company paid its officers cash compensation totaling $ 820,000

and $ 270,000

$ 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.

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.

for the three month periods ended March 31, 2023 and 2022, respectively.

Company paid its directors cash compensation totaling $ 100,000

for the three month period ended March 31, 2023 and 2022, respectively.

Note 10 – Subsequent

In accordance with ASC 855 – Subsequent

Events , the Company has analyzed its operations after March 31, 2023 to the date these unaudited financial statements were available.

No subsequent transactions were identified.

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