What changed in this filing

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Item 1. Financial Statements

2023-11-13 compared with 2023-08-10 · 218 added, 190 removed, 299 unchanged (58% of the section changed)

2 unchanged sentences

Balance Sheets

September 30,

Current Assets:

19 unchanged sentences

10,000 Shares issued and outstanding

Common Stock, $ 0.001

par value per share;

3,000,000,000

Stock, $ 0.001 par value per share;

3,000,000,000 shares authorized;

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

25,678,290 and 22,585,632 shares issued and outstanding as of

September 30, 2023 and December 31, 2022, respectively

paid in excess of par value

comprehensive income

( 62,655,634 )

5 unchanged sentences

Statements of Operations and Comprehensive Loss (Unaudited)

Months Ended June 30,

Months Ended September 30,

Cost of sales

5 unchanged sentences

( 3,598,078 )

( 3,637,140 )

Other Income (Expense):

5 unchanged sentences

( 3,081,121 )

( 3,232,125 )

Provision for income taxes

11 unchanged sentences

Basic (Loss) per common share

average common shares outstanding (Basic and Diluted)

Weighted Average Common

Shares Outstanding (Basic and Diluted)

accompanying notes are an integral part of these unaudited financial statements

1 unchanged sentence

Statements of Cash Flows (Unaudited)

Cash Flows From Operating

September 30,

Cash Flows From Operating Activities:

$ ( 3,256,020 )

$ ( 3,232,125 )

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

1 unchanged sentence

Accounts receivable

Prepaid expenses

Accounts payable and accrued

( 1,221,112 )

Prepaid expenses

Accounts payable and accrued expenses

Income tax payable

Interest payable

( 1,084,169 )

Cash Flows (Used) in Operations

Net Cash Flows (Used) in Operations

( 6,085,435 )

( 3,001,746 )

Cash Flows From Investing

Reduction in Right-of-use

Cash Flows From Investing Activities:

Reduction in Right-of-use asset

Purchase of intangible assets

Purchase of equipment

Cash Flows (Used) in Investing activities

Cash Flows From Financing

Net Cash Flows (Used) in Investing Activities

Cash Flows From Financing Activities:

Common stock issued

2 unchanged sentences

Lease liability

of notes payable

Payments of notes payable

( 1,900,000 )

Cash Flows Provided by Financing Activities

Cash and Cash Equivalents

at Beginning of Period

Net increase (decrease)

in cash and cash equivalents

Net Cash Flows Provided by Financing Activities

Cash and Cash Equivalents at Beginning of Period

Net increase (decrease) in cash and cash equivalents

( 3,016,249 )

Effect of exchange rate

changes on cash

currency translation adjustment

and Cash Equivalents at End of Period

Supplementary Disclosure

Of Cash Flow Information:

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:

Cash paid for interest

Cash paid for income

Cash paid for income taxes

accompanying notes are an integral part of these unaudited financial statements

5 unchanged sentences

Comprehensive

Three Month Period Ended June

at March 31, 2023

$ ( 61,102,044 )

stock and pre-funded warrants issued in a private offering

Three Month Period Ended September

at June 30, 2023

$ ( 62,004,152 )

Six Month Period Ended June

at December 31, 2022

( 1,111,989 )

at September 30, 2023

$ ( 62,655,634 )

Nine Month Period Ended September

December 31, 2022

$ ( 59,399,614 )

of common stock

stock and pre-funded warrants issued in a private offering

1 unchanged sentence

( 3,213,318 )

at September 30, 2023

$ ( 62,655,634 )

Three Month Period Ended September

at June 30, 2022

$ ( 34,430,280 )

Three Month Period Ended June

at March 31, 2022

( 1,457,019 )

stock and pre-funded warrants issued in public offering

at June 30, 2022

( 1,502,145 )

Six Month Period Ended June

at September 30, 2022

$ ( 35,887,299 )

Nine Month Period Ended September

December 31, 2021

4 unchanged sentences

( 3,288,889 )

at June 30, 2022

at September 30, 2022

$ ( 35,887,299 )

accompanying notes are an integral part of these unaudited financial statements

Sunshine Biopharma,

Notes to Consolidated

Financial Statements (Unaudited)

Months Ended June 30, 2023 and 2022

Biopharma, Inc.

Unaudited Consolidated Financial Statements

Nine Months Ended September 30, 2023 and 2022

1 – Description of Business

6 unchanged sentences

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

addition to conducting its own drug development activities, Sunshine Biopharma operates two wholly owned subsidiaries:

(i) Nora Pharma

(“Nora Pharma”), a Canadian corporation with a portfolio of pharmaceutical products consisting of 51 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.

In addition to the 51 generic prescription drugs currently

on the market in Canada, the Company has 32 additional generic prescription drugs scheduled to be launched in 2024 and 2025 in Canada.

Company has determined that it has two reportable segments:

Generic Pharmaceuticals (“Generic Pharmaceuticals”)

1 unchanged sentence

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 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.

Through December 31, 2022 and as of September

30, 2023, sales from the Generic Pharmaceuticals segment represented approximately 97 % of total revenues of the Company while the remaining

approximately 3 % was generated from the sale of OTC Products.

Based on these results, the Company deems segmentation reporting to be immaterial

at September 30, 2023.

The Company is not subject to material customer

concentration risks as it sells its products directly to pharmacies in several Canadian Provinces.

Provincial governments in Canada reimburse

patients for their prescription drugs expenditures to various degrees under drug reimbursement programs, making generic drugs prices

highly dependent on government regulations which may change over time.

The most recent negotiations between the pan-Canadian Pharmaceutical

Alliance and the Canadian Generic Pharmaceutical Association have resulted in updated generic pricing for certain products which took

effect on October 1, 2023.

The updated prices are valid for three years and the agreement contains an option to extend for an additional

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

a small chemotherapy molecule for treatment of pancreatic cancer (IND-enabling studies were paused on November 2, 2023 due to unfavorable

See Note 13 – Subsequent Events )

mRNA, a lipid nano-particle (LNP) targeted for liver cancer

a protease inhibitor for treatment of Coronavirus infections

2 – Basis of Presentation

unaudited financial statements of the Company for the six months periods ended June 30, 2023 and 2022 have been prepared in accordance

unaudited financial statements of the Company for the nine months periods ended September 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

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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

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

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) 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

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

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

As of September 30, 2023, a total of 1,156,381

May Pre-Funded Warrants and no May Investor Warrants have been exercised.

The net proceeds received from the exercise of May Pre-Funded

Warrants were $ 1,156 .

4 – Acquisition of Nora Pharma Inc.

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

The purchase price for the

shares was $ 18,860,637

(USD), $ 14,346,637

of which was paid in cash and the remainder was paid through 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 sells generic pharmaceutical products in Canada.

Nora Pharma’s operations are authorized by a

Drug Establishment License issued by Health Canada.

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

Schedule of allocation of purchase price

Accounts receivable

2 unchanged sentences

Liabilities assumed

( 5,981,286 )

Total Consideration

1 unchanged sentence

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

Company impaired 100% of the goodwill amount 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.

5 unchanged sentences

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.

During the nine-month period ended September 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 September 30, 2023.

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

3 unchanged sentences

of operations:

Pro Forma results from acquisition

results from acquisition

Schedule of Pro Forma results from acquisition

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

1 unchanged sentence

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

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

Schedule of intangible assets

Balance June 30, 2023

Dossier fee additions

Balance at September 30, 2023

Less accumulated amortization

Finite-lived intangible

assets, net, at September 30, 2023

Balance December 31, 2022

Dossier fee additions

Balance at September 30, 2023

Less accumulated amortization

Finite-lived intangible

assets, net, at September 30, 2023

expense for the three months period ended September 30, 2023, and the nine months period ended September 30, 2023, amounted to $ 10,797

and $ 26,746 , respectively.

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

Schedule of estimated amortization expense

6 – Reverse Stock Splits

6 unchanged sentences

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.

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

of Series B Preferred Stock.

shares of common stock, par value $ 0.001 ,

and 30,000,000

shares of preferred stock, $ 0.10

As of December 31, 2022 and September 30, 2023, 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.

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, the 1,000,000

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

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

September 30, 2023 and December 31, 2022, 10,000

shares of Series B Preferred Stock are outstanding and held by the Company’s chief executive officer.

February 17, 2022, the Company completed a public offering and received net proceeds of $ 6,833,071 from the offering.

3 unchanged sentences

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 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.

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 could not be voted pursuant to a warrant agent agreement relating to the

Tradeable Warrants (the “Warrant Agent Agreement”).

On October 12, 2023, the Company held a special meeting of the

holders of the outstanding Tradeable Warrants in which the holders of the majority of the outstanding Tradeable Warrants approved an

amendment to the Warrant Agent Agreement to eliminate the provision that prohibited the Company’s CEO from exercising his

voting rights under the Series B Preferred Stock, as well as to lower the exercise price of the Tradeable Warrants to $ 0.11 .

Company entered into the amendment to the Warrant Agent Agreement on October 18, 2023.

March 14, 2022, the Company completed a private placement and received net proceeds of $ 6,781,199 .

1 unchanged sentence

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

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.

19 unchanged sentences

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 ,

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 .

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 , or $1.22 per share.

January 19, 2023, the Company announced a stock repurchase program of up to $ 2 million (“Stock Repurchase

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 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.

pre-funded warrants (the “May Pre-Funded Warrants”),

and (iii) 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

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.

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.

July 2023, the Company repurchased a total of 68,012 shares of common stock on the open market under the Stock Repurchase Program announced

on January 19, 2023, at an average price of $0.5046 per share for a total cost of $ 34,321 .

In October 2023, the 68,012 repurchased common

shares were cancelled and returned to treasury reducing the number of issued and outstanding shares from 25,746,302 to 25,678,290.

of September 30, 2023 and December 31, 2022, the Company has a total of 25,678,290 and 22,585,632 shares of common stock issued and outstanding,

respectively.

Company has declared no dividends since inception.

15 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 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

2022 and during the first nine months of 2023, the Company completed four financing events, and in connection therewith, it

issued warrants as follows:

Schedule of warrants issued with financing

Exercise Price

4 unchanged sentences

April Warrants

Pre-Funded Warrants

May Pre-Funded Warrants

May Investor Warrants

3 unchanged sentences

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

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

of September 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 June 30, 2023 consisted of the following:

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

Schedule of outstanding warrants

4 unchanged sentences

Investor Warrants

April Warrants

May Pre-Funded Warrants

1 unchanged sentence

November 2028

October 12, 2023, the Company held a special meeting of the holders of its outstanding Tradeable Warrants in which a majority of the

holders approved an amendment to the Warrant Agent Agreement to reduce the exercise price of the Tradeable Warrants to $0.11 per warrant.

The amendment was executed on October 18, 2023.

9 – Net Loss Per Common Share

6 unchanged sentences

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.

In May 2023, the Company

issued 11,904,762 May Investor Warrants pursuant to two private placements.

As of September 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.

1 unchanged sentence

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.

During the nine months ended September 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.

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

During the nine months ended September 30, 2023, 1,156,381

of these warrants were exercised leaving 2,346,000

These warrants were not included in the calculation

of weighted average outstanding shares as they would be ant-dilutive.

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 June 30, 2023 were as follows:

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

Schedule of maturities of lease

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

Schedule of maturities of lease liabilities

11 – Management and Director Compensation

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.

Company paid its officers cash compensation totaling $ 245,000 and $ 362,500 and $ 1,290,000 and $ 770,095 for the three and nine-month periods

ended September 30, 2023 and 2022, respectively.

Company paid its directors cash compensation totaling $ 100,000 and $ 300,000 and $ 100,000 and $ 200,000 for the three and nine-month periods

ended September 30, 2023 and 2022, respectively.

12 – Income Taxes

10 unchanged sentences

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%.

interim effective tax rate, inclusive of discrete items, for the nine-month periods ended September 30, 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.

October 12, 2023, the Company held a special meeting of the holders of its outstanding Tradeable Warrants in which the holders of the

majority of the outstanding Tradeable Warrants approved an amendment to the Warrant Agent Agreement to (i) reduce the exercise price

of the Tradeable Warrants to $0.11, subject to further adjustment as provided therein, and (ii) eliminate the provision that prohibits

the Company’s CEO from exercising his voting rights under his Series B Preferred Stock.

December 2022, the Company had entered into a research agreement with the Jewish General Hospital (“JGH”), Montreal, Canada

to conduct IND-enabling studies of the Company’s anticancer drug candidate, Adva-27a (the “Research Agreement”).

August 2023, the Company was advised by JGH that the lab results on testing of the Adva-27a molecule were not favorable.

After conclusion

of an internal review of the lab results on November 2, 2023, the Company provided notice of termination of the Research Agreement, which

will become effective on December 2, 2023, pursuant to the terms of the Research Agreement.

The Company has now paused the IND-enabling

studies of Adva-27a pending a review of the possibility of chemical modification of the compound to address the suboptimal performance

of the molecule in certain studies.

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