What changed in this filing

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Item 1. Financial Statements

2023-08-10 compared with 2023-05-10 · 283 added, 226 removed, 206 unchanged (71% of the section changed)

5 unchanged sentences

Accounts receivable

Current Assets

Total Current Assets

Property and equipment

11 unchanged sentences

Total Long-Term Liabilities

TOTAL LIABILITIES

SHAREHOLDERS' EQUITY

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

Stock, Series B $ 0.10 par value per share;

1,000,000 shares authorized;

10,000 shares issued and outstanding

Common Stock, $ 0.001 par value per share;

Common Stock, $ 0.001

par value per share;

3,000,000,000

shares authorized;

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

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

and 22,585,632

shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

Capital paid in excess of par value

Accumulated comprehensive income

Accumulated (Deficit)

Accumulated comprehensive

( 62,004,152 )

( 59,399,614 )

TOTAL SHAREHOLDERS' EQUITY

TOTAL LIABILITIES AND

SHAREHOLDERS' EQUITY

LIABILITIES AND SHAREHOLDERS' EQUITY

accompanying notes are an integral part of these unaudited financial statements

1 unchanged sentence

Statements of Operations and Comprehensive Loss (Unaudited)

Months Ended June 30,

Cost of sales

1 unchanged sentence

Director fees

and amortization

Total General and Administrative

2 unchanged sentences

( 1,919,160 )

Other Income (Expenses):

Other Income (Expense):

Foreign exchange

Interest income

Total Other Income (Expenses)

Total Other Income (Expense)

Net (loss) before income taxes

4 unchanged sentences

$ ( 538,872 )

Gain from foreign exchange

$ ( 2,604,538 )

$ ( 1,775,106 )

Gain (Loss) from foreign

exchange translation

Comprehensive (Loss)

1 unchanged sentence

$ ( 551,517 )

$ ( 2,101,329 )

$ ( 1,786,744 )

Basic (Loss) per common share

Weighted average common shares outstanding

(Basic & Diluted)

average common shares outstanding (Basic and Diluted)

accompanying notes are an integral part of these unaudited financial statements

10 unchanged sentences

Prepaid expenses

Accounts payable & accrued

Accounts payable and accrued

( 1,103,502 )

Income tax payable

( 1,084,169 )

Cash Flows (Used) in Operations

3 unchanged sentences

Reduction in Right-of-use

Cash from Nora Pharma Inc.

Purchase of intangible assets

2 unchanged sentences

Cash Flows From Financing

Common stock issued for

public offerings

Common stock issued

Exercise of warrants

Purchase of treasury stock

2 unchanged sentences

( 1,900,000 )

Cash Flows (Used In) Provided by Financing Activities

Cash Flows Provided by Financing Activities

Cash and Cash Equivalents

5 unchanged sentences

changes on cash

currency translation adjustment

and Cash Equivalents at End of Period

1 unchanged sentence

Of Cash Flow Information:

paid for interest

paid for income taxes

Cash paid for interest

Cash paid for income

accompanying notes are an integral part of these unaudited financial statements

1 unchanged sentence

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

Of Common Shares

Paid in Excess of Par

Of Preferred Shares

Comprehensive

Three Month Period Ended June

at March 31, 2023

$ ( 61,102,044 )

stock and pre-funded warrants issued in public offerings

Exercise of warrants

stock purchased from related party

stock and pre-funded warrants issued in a private offering

at June 30, 2023

$ ( 62,004,152 )

Six Month Period Ended June

at December 31, 2022

$ ( 59,399,614 )

stock and pre-funded warrants issued in a private offering

( 2,604,538 )

( 2,101,329 )

at June 30, 2023

$ ( 62,004,152 )

Three Month Period Ended June

at March 31, 2022

$ ( 33,891,408 )

Balance December 31,

stock and pre-funded warrants issued in public offering

at June 30, 2022

$ ( 34,430,280 )

Six Month Period Ended June

December 31, 2021

$ ( 32,655,174 )

stock and pre-funded warrants issued in public offering

stock purchased from related party

( 1,775,106 )

at March 31, 2023

( 1,786,744 )

at June 30, 2022

$ ( 34,430,280 )

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

Sunshine Biopharma,

Notes to Consolidated

Financial Statements (Unaudited)

Months Ended June 30, 2023 and 2022

1 – Description of Business

The Company was originally incorporated under the name Mountain West

Business Solutions, Inc.

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.

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

in a transaction classified as a reverse acquisition.

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.

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.

completion of the reverse acquisition transaction, the Company changed its name to Sunshine Biopharma, Inc.

and began operating as a

pharmaceutical company.

addition to conducting its own drug development activities, Sunshine

Biopharma operates two wholly owned subsidiaries:

(i) Nora Pharma Inc.

(“Nora Pharma”), a Canadian corporation with a portfolio

consisting of 50 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc.

(“Sunshine Canada”),

a Canadian corporation which develops and sells nonprescription over-the-counter

(“OTC”) products.

Company has identified two potential reportable segments:

· Prescription

Generic Pharmaceuticals (“Generic Pharmaceuticals”)

· Nonprescription

Over-The-Counter Products (“OTC Products)

December 31, 2022 and as of June 30, 2023, sales from the Generic Pharmaceuticals segment represent approximately 97 % of total revenues

of the Company while the remaining approximately 3% is generated from the sale of OTC Products.

Based on these results, the Company deems

segmentation to be immaterial at June 30, 2023.

Company currently has 27 additional generic prescription drugs scheduled to be launched later this year and in 2024.

the Company is engaged in the development of the following proprietary drugs:

inception, Sunshine Biopharma, Inc.

held an exclusive license to a new anticancer drug bearing the laboratory name, Adva-27a (the “License

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.

Adva-27a is a small chemotherapy molecule targeting pancreatic cancer.

June 2021, the Company initiated an R&D project to determine if certain mRNA molecules can be used as anticancer agents.

20, 2022, the Company filed a patent application in the United States covering mRNA molecules capable of destroying cancer cells in vitro.

The K1.1 lead anticancer mRNA molecule arising from this technology is targeted for liver cancer.

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.

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.

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 (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.

The Company’s patent application covers composition subject matter pertaining to small molecules for inhibition of the Coronavirus

main protease, Mpro, and the Papain-Like protease, PLpro.

The Company’s lead Anti-Coronavirus compound arising from these patents

bears the laboratory name SBFM-PL4.

The Company has been conducting research on this project in collaboration with the University of

Arizona and has recently entered into an exclusive worldwide license agreement with the University of Arizona for all of the technology

related to the collaboration.

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

unaudited financial statements of the Company for the six months periods ended June 30, 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

12 unchanged sentences

should be read in conjunction with that report.

3 – Private Placement

May 16, 2023, the Company completed a private placement pursuant to a securities purchase agreement with a single healthcare-focused

institutional investor for gross proceeds of approximately $ 5 million, before deducting fees to the placement agent and other offering

expenses payable by the Company.

The net proceeds received by the Company were $ 4,089,218 .

connection with the private placement, the Company issued (i) 2,450,000 shares

of common stock, (ii) 3,502,381 pre-funded

warrants (the “May Pre-Funded Warrants”), and (iii) 11,904,762 investor

warrants (the “May Investor Warrants”) to purchase up to 11,904,762 shares of common stock at $0.59 per share.

share of common stock and accompanying two May Investor Warrants were sold together at a combined offering price of $0.84, and each

May Pre-Funded Warrant and accompanying two May Investor Warrants were sold together at a combined offering price of $0.839.

Pre-Funded Warrants are immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all

of the May Pre-Funded Warrants are exercised in full.

The May Investor Warrants which have an exercise price of $0.59 per share

(subject to adjustment as set forth therein), are exercisable upon issuance and will expire five and a half years from the date of

4 – 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.

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

(USD) 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 sells generic pharmaceutical products

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

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:

Allocation of purchase price

Accounts receivable

2 unchanged sentences

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).

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.

in 2022 and plans to depreciate the intangible assets as detailed in Note 5 below.

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:

The earnout 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.

During the six-month period ended June 30, 2023, the Company paid an

earn-out amount of $ 1,084,169 leaving a balance earn-out to be paid of $ 2,547,831 at June 30, 2023.

unaudited financial information in the table below summarizes the combined results of operations of the Company and Nora Pharma for the

years ended December 31, 2022 and 2021, on a pro forma basis, as though the two companies had been combined as of January 1, 2021.

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

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

5 – Intangible Assets

assets, net consisted of the following at June 30, 2023:

of intangible assets

at March 31, 2023

fee additions

Balance at June 30,

accumulated amortization

intangible assets net at June 30, 2023

Balance at December

fee additions

Balance at March 31,

accumulated amortization

intangible assets net at March 31, 2023

expense for the three-month period ended March 31, 2023 and the three-month period ended June 30, 2023 amounted to $ 7,853 and $ 8,096 ,

respectively.

of June 30 2023, estimated amortization expense of the Company’s intangible assets for each of the next five years is as follows:

Schedule of amortization expense

6 – 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.

February 9, 2022, the Company completed a 1 for 200 reverse split of its common stock.

The Company 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.

7 – Capital Stock

3 unchanged sentences

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.

par value preferred stock, to have such rights and preferences

as the Directors of the Company have or may assign from time to time.

As of December 31, 2021, the Company had authorized 1,000,000 shares

of Series B Preferred Stock.

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

1 unchanged sentence

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”).

As of December 31, 2021, the 1,000,000

shares of the Series B Preferred Stock were 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 Series B Preferred Stock from the CEO of the Company at a redemption price equal to the stated value of $ 0.10 per

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 share.

The remaining 10,000 shares of Series B Preferred Stock cannot be

voted pursuant to the Tradeable Warrants Agreement which expires in February 2027.

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

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.

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 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.

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.

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.

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

1 unchanged sentence

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.

January 19, 2023, the Company announced a stock repurchase program of up to $ 2 million under SEC Rule 10B-18.

During the six months ended

June 30, 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.

May 16, 2023, the Company completed a private placement pursuant to a securities purchase agreement with a single healthcare-focused

institutional investor for gross proceeds of approximately $ 5

million, before deducting fees to the placement agent and other offering expenses payable by the Company.

The net proceeds received

by the Company were $ 4,089,218 .

In connection with the private placement, the Company issued (i) 2,450,000

shares of common stock, (ii) 3,502,381

pre-funded warrants (the “May Pre-Funded Warrants”), and (iii) 11,904,762

investor warrants (the “May Investor Warrants”) to purchase up to 11,904,762 shares of common stock at $0.59 per share.

Each share of common stock and accompanying two May Investor Warrants were sold together at a combined offering price of $0.84, and

each May Pre-Funded Warrant and accompanying two May Investor Warrants were sold together at a combined offering price of $0.839.

The May Pre-Funded Warrants are immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time

until all of the May Pre-Funded Warrants are exercised in full.

The May Investor Warrants which have an exercise price of $0.59 per

share (subject to adjustment as set forth therein), are exercisable upon issuance and will expire five and a half years from the

date of issuance.

2022 and the first six months of 2023, the Company issued a total of 10,789,867 shares of common stock in connection with warrant exercises

for aggregate net proceeds of $ 13,194,335 .

of June 30, 2023 and December 31, 2022, the Company has a total of 25,746,302 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.

14 unchanged sentences

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

2022 and the first six months of 2023, the Company completed four financing events, and in connection therewith, it issued warrants as

Warrants issued with financing

Exercise Price

1 unchanged sentence

Tradeable Warrants

February 2027

Investor Warrants

April Warrants

Pre-Funded Warrants

May Investor Warrants

November 2028

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

1 unchanged sentence

on March 14, 2022, the exercise price of the Tradeable Warrants was reduced to $2.22, in accordance with the terms thereof.

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.

of June 30, 2023, all of the Pre-Funded Warrants and a total of 3,138,507 Tradeable Warrants, 2,802,703 Investor Warrants, and 1,156,381

May Pre-Funded Warrants were exercised resulting in aggregate proceeds of $ 13,194,335 received by the Company.

The Company’s

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

outstanding warrants

outstanding warrants at June 30, 2023 consisted of the following:

Schedule of outstanding warrants

Exercise Price

1 unchanged sentence

Tradeable Warrants

February 2027

Investor Warrants

April Warrants

May Pre-Funded Warrants

May Investor Warrants

November 2028

9 – Net Loss Per Common Share

3 unchanged sentences

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.

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.

In May 2023, the

Company issued 11,904,762 May Investor Warrants pursuant

to two private placements.

As of June 30, 2023, 3,138,507 Tradeable Warrants and 2,802,703 Investor Warrants were exercised, leaving

963,693 Tradeable Warrants, 800,901 Investor Warrants, 9,725,690 April Warrants, and 11,904,762 May Investor 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.

a nominal exercise price of $0.001 per share.

During the six months ended June 30, 2023, all of these warrants were exercised and therefore

had no remaining dilutive effect.

May 2023, the Company issued and sold May Pre-Funded Warrants to purchase an aggregate of 3,502,381

shares of common stock at a nominal exercise price of $0.001 per share.

During the six months ended June

30, 2023, 1,156,381 of these warrants were exercised leaving 2,346,000 outstanding.

These warrants are dilutive and were included in the diluted earnings per share.

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

13 unchanged sentences

and are recognized as variable costs when incurred.

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

reported on the balance sheet as of June 30, 2023 were as follows:

Schedule of lease information

7 unchanged sentences

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

of lease liabilities under non-cancellable operating leases at June 30, 2023 are as follows:

Schedule of maturities of lease

11 – Management and Director Compensation

Company paid its officers cash compensation totaling $ 820,000

and $ 270,000

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.

Company paid its officers cash compensation totaling $ 225,000 and $ 240,000 and $ 1,045,000 and $ 510,000 for the three and six-month periods

ended June 30, 2023 and 2022, respectively.

Company paid its directors cash compensation totaling $ 100,000 and $ 50,000 and $ 200,000 and $ 50,000 for the three and six-month periods

ended June 30, 2023 and 2022, respectively.

12 – Income Taxes

calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon

currently known facts and circumstances and applies that rate to its year-to-date earnings or losses.

The Company’s effective tax

rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement

and tax return income applicable to the Company in the various jurisdictions in which the Company operates.

The effect of discrete items,

such as changes in estimates, changes in rates or tax status, and unusual or infrequently occurring events, is recognized in the interim

period in which the discrete item occurs.

The accounting estimates used to compute the provision for income taxes may change as new events

occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes.

The Company’s

interim effective tax rate, inclusive of discrete items, for the three-month periods ended March 31, 2023 and 2022 was 26.83%.

13 – Subsequent Events

January 19, 2023, the Company announced a stock repurchase program of up to $2 million.

In July and August 2023, the Company

repurchased a total of 68,012 shares of common stock at an average price of approximately $0.5046 per share for a total cost of

As of the date of this report, the repurchased shares have not been returned to treasury.

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