What changed in this filing

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Item 9A. Controls and Procedures

2024-03-28 compared with 2023-04-04 · 422 added, 404 removed, 91 unchanged (90% of the section changed)

CONTROLS AND PROCEDURES

Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our

disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of

the period covered by this report.

controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange

Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions

regarding required disclosure.

on this evaluation, our management, including our CEO and CFO concluded that our disclosure controls and procedures were effective as

of December 31, 2022, at reasonable assurance levels.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined

in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Our system of internal control over financial reporting is a process designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements

for external reporting purposes in accordance with US GAAP.

internal control over financial reporting includes those policies and procedures that:

(a) pertain to the maintenance of records that,

in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(b) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with US GAAP, and

that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (c) provide

reasonable assurance regarding prevention or timely detection of unauthorized use, acquisition, or disposition of our assets that could

have a material effect on the consolidated financial statements.

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal

control over financial reporting as of December 31, 2022, and they concluded that our internal control over financial reporting was effective

as of December 31, 2022.

In making this assessment, we utilized the criteria set forth by the Committee of Sponsoring Organizations of

the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013).

Attestation Report by Independent Registered Accountant

effectiveness of our internal control over financial reporting as of December 31, 2022, has not been audited by our independent registered

public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

in Internal Controls over Financial Reporting

were no changes in our internal control over financial reporting during the three months ended December 31, 2022, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Disclosure Controls and Procedures

Our management, with the participation of our Chief

Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term

is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report.

These controls are designed to ensure that information

required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated

and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Based on this evaluation, our management, including

our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2023, at reasonable assurance

Management’s Annual Report on Internal Control Over Financial

Our management is responsible for establishing

and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and 15d-15(f) under the

Exchange Act.

Our system of internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance

with US GAAP.

Our internal control over financial reporting includes

those policies and procedures that:

(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of our assets;

(b) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of consolidated financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only

in accordance with authorizations of our management and directors;

and (c) provide reasonable assurance regarding prevention or timely

detection of unauthorized use, acquisition, or disposition of our assets that could have a material effect on the consolidated financial

Our management, with the participation of our Chief

Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December

31, 2023, and they concluded that our internal control over financial reporting was effective as of December 31, 2023.

In making this

assessment, we utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)

in Internal Control — Integrated Framework (2013).

No Attestation Report by Independent Registered

The effectiveness of our internal control over

financial reporting as of December 31, 2023, has not been audited by our independent registered public accounting firm by virtue of our

exemption from such requirement as a smaller reporting company.

Changes in Internal Controls over Financial

There were no changes in our internal control over

financial reporting during the three months ended December 31, 2023.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

During the quarter ended December 31, 2023, no director or officer

of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

following individuals currently serve as our Board of Directors and executive officers.

President, Chief Executive

Officer and Chairman

The following individuals currently serve as our Board of Directors

and executive officers.

President, Chief Executive Officer and Chairman

Abderrazzak Merzouki

Chief Operating Officer

Camille Sebaaly

Chief Financial Officer

and Secretary

Chief Science Officer and Director

Chief Financial Officer and Secretary

Rabi Kiderchah

Andrew Keller

Slilaty was appointed as our chief executive officer and chairman of our board

of directors on October 15, 2009.

Slilaty is an accomplished scientist and business executive.

His scientific publications are

widely cited.

Sunshine Biopharma is the third in a line of biotechnology companies that Dr.

Malek Chamoun

Chief Development Officer

Marc Beaudoin

Chief Operating Officer

Slilaty was appointed

as our chief executive officer and chairman of our board of directors on October 15, 2009.

Slilaty is an accomplished scientist

and business executive.

His scientific publications are widely cited.

Sunshine Biopharma is the third in a line of biotechnology companies

Slilaty founded and managed.

The first, Quantum

Biotechnologies Inc.

The first, Quantum Biotechnologies Inc.

later known as Qbiogene Inc.

, was founded in 1991 and is now a member of a family of companies owned by

MP Biomedicals , one of the largest international suppliers of biotechnology reagents and other research products.

The second company

Slilaty founded, Genomics One Corporation , conducted an initial public offering of its capital stock in 1999 and, on

the basis of its ownership of Dr.

Slilaty’s patented TrueBlue® Technology, Genomics One became one of the key participants

in the Human Genome Project and reached a market capitalization of $1 billion in 2000.

, was founded

in 1991 and is now a member of a family of companies owned by MP Biomedicals , one of the largest international suppliers of biotechnology

The second company which Dr.

Slilaty founded, Genomics One Corporation , conducted an initial public offering of its capital

stock in 1999 and, on the basis of its ownership of Dr.

Slilaty’s patented TrueBlue® Technology, Genomics One became

one of the key participants in the Human Genome Project and reached a market capitalization of $1 billion in 2000.

Formerly, Dr.

Slilaty was a research team leader

at the Biotechnology Research Institute (Montreal) , a division of the National Research Council of Canada .

one of the pioneers of Gene Therapy having developed the first gene delivery system applicable to humans in 1983 [ Science 220:

was a research team leader at the Biotechnology Research Institute (Montreal) , a division of the National Research Council of

Slilaty is one of the pioneers of Gene Therapy having developed the first gene delivery system applicable to humans in

1983 [ Science 220:

725-727 (1983) ].

Slilaty's other distinguished scientific career accomplishments included (i) the discovery of a new class of

enzymes, the S24 Family of Proteases (IUBMB Enzyme:

Slilaty's other distinguished scientific career accomplishments included (i) the

discovery of a new class of enzymes, the S24 Family of Proteases (IUBMB Enzyme:

EC 3.4.21.88) [ Proc.

1 unchanged sentence

In addition, Dr.

Slilaty (i) developed the first site-directed mutagenesis system applicable to double-stranded DNA [ Analyt.

194-200 (1990) ], (ii) cloned the gene for the first yeast-lytic enzyme (lytic b-1,3-glucanase) [ J.

1058-1063 (1991) ], (iii) developed a new molecular strategy for increasing the rate of enzyme reactions [ Protein Engineering 4:

919-922 (1991) ], and (iv) constructed a powerful new cloning system for genomic sequencing (TrueBlue® Technology) [ Gene 213:

Slilaty (i) developed the first site-directed mutagenesis system applicable to double-stranded

DNA [ Analyt.

194-200 (1990) ], (ii) cloned the gene for the first yeast-lytic enzyme (lytic b-1,3-glucanase)

1058-1063 (1991) ], (iii) developed a new molecular strategy for increasing the rate of enzyme reactions

[ Protein Engineering 4:

919-922 (1991) ], and (iv) constructed a powerful new cloning system for genomic sequencing (TrueBlue®

Technology) [ Gene 213:

83-91 (1998) ].

Most recently, Dr.

Slilaty, in collaboration with Institut National des Sciences Appliquée (France), State University

of New York at Binghamton (USA) and École Polytechnique, Université de Montréal (Canada), designed, patented, and

advanced the development the first, and currently the only known anticancer compound (Adva-27a) capable of destroying multidrug resistant

cancer cells [ Anticancer Res.

Slilaty, in collaboration with Institut National des Sciences Appliquée

(France), State University of New York at Binghamton (USA) and École Polytechnique, Université de Montréal (Canada),

designed, patented, and advanced the development the first, and currently the only known anticancer compound (Adva-27a) capable of destroying

multidrug resistant cancer cells [ Anticancer Res.

4423 (2011) and US Patent Numbers:

8,236,935 and 10,272,065 ].

These and other works of

and other works of Dr.

Slilaty are cited in research papers, editorials, review articles and textbooks.

Slilaty is the author of 18 original research

papers and 10 issued and pending.

Slilaty is the author of 18

original research papers and 10 issued and pending.

These and other works of Dr.

Slilaty are cited in research papers, editorials, review articles and textbooks.

Slilaty are cited in research papers, editorials, review

articles and textbooks.

Slilaty received his Ph.D.

degree in Molecular Biology from the University of Arizona in 1983 and Bachelor of Science degree in Genetics

and Biochemistry from Cornell University in 1976.

Slilaty has received research grants from the NIH and NSF and he is the recipient

of the 1981 University of Arizona Foundation award for Meritorious Performance in Teaching.

Slilaty’s scientific knowledge and

experience qualifies him to serve on our board of directors.

Abderrazzak Merzouki was appointed as a director and our chief operating officer in February 2016.

In addition to his positions

with our Company since January 2016 he has been self-employed as a consultant in the fields of biotechnology and pharmacology.

2007 through December 2016, Dr.

Merzouki worked at the Institute of Biomedical Engineering in the Department of Chemical Engineering

at Ecole Polytechnique de Montreal, where he taught and acted as a senior scientist involved in the research and development of plasmid

and siRNA-based therapies.

Merzouki is a molecular biologist and an immunologist with extensive experience in the area of gene therapy

where he performed several preclinical studies for pharmaceutical companies involving the use of adenoviral vectors for cancer therapy

and plasmid vectors for the treatment of peripheral arterial occlusions.

Merzouki also has extensive expertise in the design of expression

vectors, and production and purification of recombinant proteins.

He developed technologies for production of biogeneric therapeutic

proteins for the treatment of various diseases including cancer, diabetes, hepatitis and multiple sclerosis.

Merzouki obtained his

in Virology and Immunology from Institut Armand-Frappier in Quebec and received his post-doctoral training at the University of

British Columbia and the BC Center for Excellence in HIV/AIDS research.

Merzouki has over 30 publications and 70 communications in

various, highly respected scientific journals in the field of cellular and molecular biology.

Merzouki’s scientific knowledge

and experience qualifies him to serve on our board of directors.

Camille Sebaaly was appointed as our chief financial officer, secretary and a director of our Company on October 15, 2009.

He resigned as a director of the Company in October 2021.

Since 2001, Mr.

Sebaaly has been self-employed as a business consultant,

primarily in the biotechnology and biopharmaceutical sectors.

He held a number of senior executive positions in various areas

including financial management, business development, project management and finance.

As an executive and an entrepreneur, he

combines expertise in strategic planning and finance with strong skills in business development and deal structure and

negotiations.

degree in Molecular Biology from the University of Arizona in 1983 and Bachelor

of Science degree in Genetics and Biochemistry from Cornell University in 1976.

Slilaty has received research grants from the NIH

and NSF and he is the recipient of the 1981 University of Arizona Foundation award for Meritorious Performance in Teaching.

Abderrazzak Merzouki was

appointed as a director and our Chief Operating Officer in February 2016.

In January 2024, he resigned from his position as Chief

Operating Officer and became our Chief Science Officer but remained a director.

From July 2007 through December 2016, Dr.

Merzouki worked at the Institute of Biomedical Engineering in the Department

of Chemical Engineering at Ecole Polytechnique de Montreal, where he taught and acted as a senior scientist involved in the research

and development of plasmid and siRNA-based therapies.

Merzouki is a molecular biologist and an immunologist with extensive

experience in the area of gene therapy where he performed several preclinical studies for pharmaceutical companies involving the use

of adenoviral vectors for cancer therapy and plasmid vectors for the treatment of peripheral arterial occlusions.

Merzouki also

has extensive expertise in the design of expression vectors, and production and purification of recombinant proteins.

technologies for production of biogeneric therapeutic proteins for the treatment of various diseases including cancer, diabetes,

hepatitis and multiple sclerosis.

Merzouki obtained his Ph.D.

in Virology and Immunology from Institut Armand-Frappier in Quebec

and received his post-doctoral training at the University of British Columbia and the BC Center for Excellence in HIV/AIDS research.

Merzouki has over 30 publications and 70 communications in various, highly respected scientific journals in the field of

cellular and molecular biology.

Camille Sebaaly was appointed

as our chief financial officer, secretary and a director of our Company on October 15, 2009.

He resigned as a director of the Company

in October 2021.

Sebaaly held a number of senior executive positions in various areas including financial management, business development, project

management and finance.

As an executive and an entrepreneur, he combines expertise in strategic planning and finance with strong skills

in business development and deal structure and negotiations.

In addition, Mr.

Sebaaly worked in operations, general management, investor relations, marketing and business

development with emphasis on international business and marketing of advanced technologies including hydrogen generation and energy

Sebaaly worked in operations, general management, investor

relations, marketing and business development with emphasis on international business and marketing of advanced technologies including

hydrogen generation and energy saving.

In the area of marketing, Mr.

Sebaaly has evaluated market demands and opportunities, created strategic marketing and

business development plans, designed marketing communications and launched market penetration programs.

Sebaaly graduated from

State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987.

Rabi Kiderchah has served as a director of the Company since October 2021.

Sebaaly has evaluated market demands and opportunities, created strategic

marketing and business development plans, designed marketing communications and launched market penetration programs.

Sebaaly graduated

from State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987.

Rabi Kiderchah has served as

a director of our Company since October 2021.

Kiderchah is a licensed physician in Canada.

2000 until August 2021, he was working at Argenteuil Hospital, Lachute, Quebec, Canada, as an emergency room physician.

He has also worked

as what is referred to in Canada as a “medecins depanneurs”, working in rural areas where there are not enough ER doctors.

Since August 2011 he has worked at Rabi Kiderchah Medecin Inc.

From 2000 until August 2021, he was working

at Argenteuil Hospital, Lachute, Quebec, Canada, as an emergency room physician.

He has also worked as what is referred to in Canada as

a “medecins depanneurs”, working in rural areas where there are not enough ER doctors.

Since August 2011 he has worked at

Rabi Kiderchah Medecin Inc.

as a freelance physician in the Quebec, Canada area.

He received a Bachelor

of Science degree in 1994 and an MD degree in 1998 from the University of Montreal.

Kiderchah’s medical and scientific knowledge

and experience qualifies him to serve on our board of directors.

David Natan has served as a director of the Company since February 2022.

In addition, since 2007 Mr.

Natan has served as President

and Chief Executive Officer of Natan & Associates, LLC, a consulting firm offering chief financial officer services to public and

private companies in a variety of industries.

He received a Bachelor of Science degree in 1994 and

an MD degree in 1998 from the University of Montreal.

David Natan has served as a

director of our Company since February 2022.

He currently serves as CEO of Natan & Associates, LLC, a consulting firm offering CFO

services to public and private companies since 2007.

From February 2010 to May 2020, Mr.

Natan served as Chief Executive Officer of ForceField

FNRG), a company focused on the solar industry and LED lighting products.

From February 2002 to November 2007,

Natan served as Executive Vice President of Reporting and Chief Financial Officer of PharmaNet Development Group, Inc., a drug development

services company, and, from June 1995 to February 2002, as Chief Financial Officer and Vice President of Global Technovations, Inc.,

a manufacturer and marketer of oil analysis instruments and speakers and speaker components.

Natan served as CEO of ForceField Energy, Inc.

FNRG), a company focused on LED lighting products.

From February 2002 to November 2007, Mr.

Natan served as CFO of PharmaNet

Development Group, Inc., a drug development company, and, from June 1995 to February 2002, as CFO and VP of Global Technovations, Inc.,

a manufacturer and marketer of speaker components.

Prior to that, Mr.

Natan served in various

roles of increasing responsibility with Deloitte & Touche LLP, a global consulting firm.

Natan currently serves as a member of

the Board of Directors and Chair of the Audit Committee of Global Diversified Marketing Group, Inc.

GDMK), a manufacturer,

marketer and distributor of food and snack products, since February 2021 and serves as a member of the Board of Directors and Chair of

the Audit Committee of Sunshine Biopharma, Inc.

SBFM), a pharmaceutical and nutritional supplement company, since February 2022.

Additionally in December 2022, Mr.

Natan was appointed to the board of Directors and Audit Committee Chair of Vivakor Inc.

Previously, Mr.

Natan served as Chairman of the Board of Directors of ForceField Energy, Inc., from April 2015 to May 2020, and as a

member of the Board of Directors of Global Technovations, Inc., from December 1999 to December 2001.

Natan served in various roles with Deloitte & Touche LLP.

April 2020 through June 2023, Mr.

Natan was Executive Vice President and Chief Financial Officer for Airborne Motorworks, Inc., Spokane,

WA, a privately-held aerospace transportation company.

Natan currently serves as a member of the Board of Directors and Chair of the

Audit Committee of NetBrands, Inc.

NBND), a distributor of snack products, since February 2021;

and serves as a member of the Board

of Directors and Chair of the Audit Committee of Titan Pharmaceuticals Inc.

TTNP) a pharmaceutical company, since August 2022.

Additionally, in November 2023, Mr.

Natan was appointed to the board of Directors and Audit Committee Chair of Minim Inc.

Natan holds a B.A.

from Boston University.

Natan’s experience as business executive and as a director of public companies qualify him to serve

on our board of directors.

Keller has served as a director of the Company since February 10, 2022.

in Economics from Boston University.

Keller has served

as a director of our Company since February 2022.

From 2016 through November 2019, Dr.

was the Chief Medical Officer at the Western Connecticut Medical Group, Bethel CT, a multispecialty organization.

He was employed by

this group beginning in 1989, and in 2003 became Chief – Section of Cardiovascular Diseases.

In 2014 he was appointed Chief Medical

Informatics Officer.

Keller was the Chief Medical Officer at the Western

Connecticut Medical Group, Bethel CT, a multispecialty organization.

He was employed by this group beginning in 1989, and in 2003 became

Chief – Section of Cardiovascular Diseases.

In 2014 he was appointed Chief Medical Informatics Officer.

Previously, Dr.

Keller was an Assistant Professor of Medicine/Radiology at Columbia University, The College of Physicians

and Surgeons, NY, NY.

Keller retired as a practicing physician in 2019 and in 2020, became a full time student at Quinnipiac University

College of Law, where he is currently in his third year.

Keller received a Doctor of Medicine degree in 1979 from The Ohio State

University and a Bachelor of Arts degree in Physics, Magna Cum Laude from Ithaca College in 1975.

Keller’s medical and scientific

knowledge and experience qualify him to serve on our board of directors.

of Directors Term of Office

are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their

successors are elected and qualified.

of our Board of Directors

Company has established an audit committee, a compensation committee, and a corporate governance and nominating committee of our board

of directors.

Each committee is comprised of each of our independent directors.

an Assistant Professor of Medicine/Radiology at Columbia University, The College of Physicians and Surgeons, NY, NY.

Keller retired

as a practicing physician in 2019.

Upon his retirement as a practicing physician Dr.

Keller enrolled as a full time student at Quinnipiac

University College of Law, where he graduated with a Juris Doctor degree in 2023.

In July 2023, Dr.

Keller passed the Bar exam and was

admitted to practice law in the State of Connecticut in November 2023.

Since November 2023 he has been employed at the Law Office of Robin

Keller LLC, Norwalk, CT advocating for the educational needs of disabled children with medically complex diagnoses.

Keller received

a Doctor of Medicine degree in 1979 from The Ohio State University and a Bachelor of Arts degree in Physics, Magna Cum Laude from Ithaca

College in 1975.

Malek Chamoun was appointed as

our Chief Development Officer in January 2024.

In addition, he is President of Nora Pharma Inc., our wholly owned subsidiary that we acquired

in October 2022.

In 2017 he founded Nora Pharma, where he has been the President since inception.

Chamoun received a bachelor’s

degree in business administration from Hautes Études Commerciales, Montreal, Quebec, Canada in 2008 and became a licensed CPA in

Canada in 2012.

He devotes all of his business time to Nora Pharma’s affairs.

Marc Beaudoin was appointed

as our Chief Operating Officer in January 2024.

Beaudoin was the sole owner of M.A.

Beaudoin Consulting Group Inc., a privately held

business strategy consulting company in the Canadian pharmaceutical and biopharmaceutical sectors since 2016.

From January 2018 through

February 2019, he was employed by the KDA Group, Inc., a publicly held Canadian healthcare company, as the COO of KDA Group and CEO of

its Canadian generic pharmaceutical division, Pharmapar.

From 2006 to 2016, he held several executive positions at Sandoz Canada in various

areas including Marketing and Communications, Strategic Planning, Business Development & Portfolio Management.

As an executive and

an entrepreneur, he combines expertise in strategic planning with operational and commercial execution.

Beaudoin obtained his MBA

from Sherbrooke University in 2018.

He also holds multiple certifications (including a fellowship) from the Association for Supply Chain

Corporate Governance

Board of Directors Term of Office

Directors are elected at our annual meeting of

shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified.

Committees of our Board of Directors

We have established an audit

committee, a compensation committee, and a corporate governance and nominating committee of our board of directors.

Each committee

is comprised of each of our independent directors.

David Natan is our audit committee financial expert.

Family Relationships

is no family relationship between any director and executive officer or among any directors or executive officers.

in Certain Legal Proceedings

directors and executive officers have not been involved in any of the following events during the past ten years:

any bankruptcy petition

filed by or against such person or any business of which such person was a general partner or executive officer either at the time

of the bankruptcy or within two years prior to that time;

any conviction in a criminal

proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order,

judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated

with any person practicing in banking or securities activities;

being found by a court of

competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law,

and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party

to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated,

relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting

financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with

any business entity;

being subject of or party

to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity

or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated

with a member.

have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, and principal accounting

Our Code of Ethics is available on our website at www.sunshinebiopharma.com.

No Family Relationships

There is no family relationship between any director

and executive officer or among any directors or executive officers.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been

involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

being found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Diversity

Our Board seeks members from diverse professional

backgrounds who combine a solid professional reputation and knowledge of our business and industry with a reputation for integrity.

Board does not have a formal policy concerning diversity and inclusion but is in the process of establishing a policy on diversity.

of experience, expertise, and viewpoints is one of many factors the Nominating and Corporate Governance Committee considers when recommending

director nominees to our Board.

Further, our Board is committed to actively seeking highly qualified women and individuals from minority

groups and the LGBTQ+ community to include in the pool from which new candidates are selected.

Our Board also seeks members that have

experience in positions with a high degree of responsibility or are, or have been, leaders in the companies or institutions with which

they are, or were, affiliated, but may seek other members with different backgrounds, based upon the contributions they can make to our

While the Board has continued its efforts to identify candidates that have such experience, they have currently been unable to

identify any such candidates which fulfill the diversity requirement with the requisite professional experience.

Code of Ethics

We have adopted a Code of Ethics that applies to

our principal executive officer, principal financial officer, and principal accounting officer.

Our Code of Ethics is available on our

website at www.sunshinebiopharma.com.

EXECUTIVE COMPENSATION

following table sets forth compensation information for services rendered by our executive officers in all capacities during the last

two completed fiscal years.

Name and Principal

Other Compensation ($)

The following table sets forth compensation information

for services rendered by our executive officers in all capacities during the last two completed fiscal years.

Name and Principal Position

Stock Awards ($)

All Other Compen-

Chief Executive Officer and Director

3 unchanged sentences

Chief Operating Officer and Director

________________

Portions of these amounts

were paid to Advanomics Corporation, a company controlled by Dr.

Represents stock award valued

at $3.06 per share, the closing price of the common stock on the date of grant of January 6, 2021.

April 8, 2022, we entered into an employment agreement with Dr.

Of this amount, $60,000

was paid to Advanomics Corporation, a company controlled by Dr.

Employment Agreements

On April 8, 2022, we entered into an employment

agreement with Dr.

Slilaty, our Chief Executive Officer.

Pursuant to the employment

agreement, Dr.

Slilaty will continue to serve as our CEO and will be paid a base annual salary of $360,000 (which will increase annually

at the rate of the Consumer Price Index or 5%, whichever is higher).

The employment agreement has a term of four years and will renew

automatically for a term of an additional three years.

In the event the employment agreement is terminated by the Company without cause,

the Company will pay Dr.

Pursuant to the employment agreement, Dr.

Slilaty will continue to serve

as our CEO and will be paid a base annual salary of $360,000 (which will increase annually at the rate of the Consumer Price Index or

5%, whichever is higher).

The employment agreement has a term of four years and will renew automatically for a term of an additional three

In the event the employment agreement is terminated by us without cause, we will pay Dr.

Slilaty $10 million.

Upon expiration of the employment agreement, the Company will pay Dr.

Upon expiration of

the employment agreement, we will pay Dr.

Slilaty $2 million.

Equity Awards at 2022 Fiscal Year-End

did not have any outstanding equity awards as of December 31, 2022.

following table sets forth compensation we paid to our directors during the year ended December 31, 2022.

Earned or Paid in Cash ($)

Other Compensation

Outstanding Equity Awards at 2023 Fiscal Year-End

We did not have any outstanding equity awards as

of December 31, 2023.

Director Compensation

The following table sets forth compensation we

paid to our directors during the year ended December 31, 2023.

Paid in Cash ($)

Option Awards

All Other Compensation

Rabi Kiderchah

1 unchanged sentence

Andrew Keller

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information, as of March 31 2023, with respect to the beneficial ownership of the outstanding common

stock by (i) any holder of more than five (5%) percent;

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information,

as of March 28, 2024, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%)

(ii) each of our executive officers and directors;

and (iii) our directors and

executive officers as a group.

have determined beneficial ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of

securities to persons who possess sole or shared voting power or investment power with respect to those securities.

The table lists applicable

percentage ownership based on 22,585,632 shares of common stock outstanding as of March 31, 2023.

In addition, under SEC rules, beneficial

ownership of common stock includes shares of our common stock issuable pursuant to the conversion or exercise of securities that are

either immediately exercisable or convertible into common stock or exercisable or convertible into common stock within 60 days of March

These shares are deemed to be outstanding and beneficially owned by the person holding those securities for the purpose of

computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage

ownership of any other person.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment

power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

and (iii) our directors and executive officers as a group.

We have determined beneficial ownership in accordance

with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting

power or investment power with respect to those securities.

The table lists applicable percentage ownership based on 99,452,865 shares

of common stock outstanding as of March 28, 2024.

In addition, under SEC rules, beneficial ownership of common stock includes shares

of our common stock issuable pursuant to the conversion or exercise of securities that are either immediately exercisable or convertible

into common stock or exercisable or convertible into common stock within 60 days of March 28, 2024.

These shares are deemed to be outstanding

and beneficially owned by the person holding those securities for the purpose of computing the percentage ownership of that person, but

they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated,

the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially

owned by them, subject to applicable community property laws.

Title of Class

Name and Address

of Beneficial Owner

and Nature of Beneficial Ownership

of Common Class

Slilaty (1)(2)(3)

Rue Lajeunesse

Laval, Quebec

Canada H7X 3K4

Levesque West, Suite 506

Laval, Quebec

Canada H7V 2G3

Abderrazzak Merzouki

731 Place de l’Eeau Vive

Laval, Quebec

Canada H7Y 2E1

Name and Address of Beneficial Owner

Percent of Class

c/o Sunshine Biopharma, Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

3,821,024 (3)

Series B Preferred

Camille Sebaaly (1)

c/o Sunshine Biopharma, Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

c/o Sunshine Biopharma, Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

Andrew Keller (1)

Sunshine Biopharma, Inc.

6500 Trans-Canada Highway

4th Floor, Pointe-Claire,

H9R 0A5, Canada

c/o Sunshine Biopharma, Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

David Natan (1)

c/o Sunshine Biopharma, Inc.

6500 Trans-Canada Highway

4th Floor, Pointe-Claire,

Quebec H9R 0A5, Canada

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

Rabi Kiderchah (1)

c/o Sunshine Biopharma, Inc.

6500 Trans-Canada Highway

4th Floor, Pointe-Claire,

Quebec H9R 0A5, Canada

rue Saint Patrick, Apt.

Quebec Canada H3K 2H2

3,700,000 (3)

All Officers and Directors

as Group (5 persons)

4,113,834 (3)

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

Malek Chamoun (1)

c/o Sunshine Biopharma, Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

3,700,000 (3)

Marc Beaudoin (1)

c/o Sunshine Biopharma, Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

All Officers and Directors as Group (8 persons)

* Less than 1%.

Officer and/or director of our Company.

Does not include 10,000

shares of the Company’s Series B Preferred Shares.

Slilaty has agreed not to vote these shares until such time as the

Company’s Tradeable Warrants are no longer outstanding.

Each share of Series B Preferred Stock gives the holder the right to

1,000 votes per share.

Slilaty controls the

voting of Mr.

Each share of Series B Preferred Stock gives the holder the right to 1,000 votes per share.

Includes 3,700,000

common shares owned by Malek Chamoun, the President of Nora Pharma Inc., a company acquired by the Company in October 2022.

Slilaty controls the voting of Mr.

Chamoun’s shares through a voting agreement between Mr.

1 unchanged sentence

Slilaty dated October 20, 2022.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

A Note Payable

dated December 31, 2019, held by our CEO having a face value of $128,269 and accruing interest at 12% was due December 31, 2020.

On December 31, 2020, we renewed the Note together with accrued interest of $15,392 for a 12-month period.

The new Note had a face value

of $143,661, accrued interest at 12% per year, and had a maturity date of December 31, 2021.

On August 24, 2021, we paid off the entire

principal balance of this Note, together with accrued interest of $12,929 by making a cash payment of $156,590.

February 22, 2022, we redeemed 990,000 shares of Series B Preferred Stock held by Dr.

Steve Slilaty, our CEO, at a redemption price equal

to the stated value of $0.10 per share.

independent directors consist of Dr.

Kiderchah, Mr.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

Related Transactions

On February 22, 2022, we redeemed 990,000 shares

of Series B Preferred Stock held by Dr.

Steve Slilaty, our CEO, at a redemption price equal to the stated value of $0.10 per share.

February 8, 2024, we sold 20,000 shares of Series B Preferred Stock to Dr.

Slilaty for a purchase price equal to the stated value of

$0.10 per share.

March 4, 2024, we sold 100,000 shares of Series B Preferred Stock to Dr.

Slilaty for a purchase price equal to the stated value of $0.10

Director Independence

Our independent directors consist of Dr.

Natan and Dr.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

following table presents fees for professional audit services rendered by B F Borgers CPA PC, our independent auditors, during our fiscal

years ended December 31, 2022 and 2021:

The following table presents fees for professional

audit services rendered by B F Borgers CPA PC, our independent auditors, during our fiscal years ended December 31, 2023 and 2022:

Audit-related Fees

8 unchanged sentences

B F Borgers CPA PC did not receive any other fees from us for the years ended December 31, 2023 or 2022.

of December 31, 2021, our entire Board of Directors performed the duties of an audit committee.

Our Board of Directors evaluated

the scope and cost of the engagement of an auditor before the auditor rendered audit and non-audit services.

As of February 15, 2022,

the Board of Directors appointed our three independent directors as the members of our audit committee.

Agreement between the Company and Aegis Capital Corp.

of Incorporation (2)

of Amendment to Articles of Incorporation filed November 2, 2009 (3)

of Share and Equity Capital Exchange (4)

of Amendment to Articles of Incorporation filed July 13, 2010 (4)

of Amendment to Articles of Incorporation filed May 27, 2015 (5)

of Amendment to Articles of Incorporation (6)

of Amendment to Articles of Incorporation (7)

of Registrant’s Securities (16)

Purchase Agreement with Advanomics Corporation (8)

of December 31, 2023, the Board of Directors appointed our three independent directors as the members of our audit committee.

committee charter is available is available on our website at www.sunshinebiopharma.com.

ITEM 15 EXHIBITS

Underwriting Agreement, dated February 13, 2024 (1)

Articles of Incorporation (3)

Certificate of Amendment to Articles of Incorporation filed November 2, 2009 (5)

Statement of Share and Equity Capital Exchange (5)

Articles of Amendment to Articles of Incorporation filed July 13, 2010 (5)

Articles of Amendment to Articles of Incorporation filed May 27, 2015 (6)

Articles of Amendment to Articles of Incorporation (7)

Articles of Amendment to Articles of Incorporation (8)

Description of Registrant’s Securities (17)

Patent Purchase Agreement with Advanomics Corporation (9)

Second Patent Purchase Agreement with Advanomics Corporation (10)

Amendment No.

1 to Patent Purchase Agreement with Advanomics Corporation dated October 8, 2016, including Secured Convertible Promissory Note (11)

1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory

of Warrant (1)

Agent Agreement between the Company and Equiniti (1)

Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc.

Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (12)

Letter, dated March 14, 2022, between the Company and Aegis Capital Corp.

Purchase Agreement, dated March 10, 2022 (15)

of Warrant, dated March 14, 2022 (15)

Rights Agreement, dated March 10, 2022 (15)

of Amendment to Warrant (17)

Employment Agreement

between Sunshine Biopharma, Inc.

Amendment No.

1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory Note (11)

of Warrant, dated February 17, 2022 (2)

Warrant Agent Agreement between the Company and Equiniti, dated February 17, 2022 (2)

Sponsored Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc.

Research Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (13)

Form of Warrant, dated March 14, 2022 (16)

of Amendment to Warrant, dated March 24, 2022 (18)

Employment Agreement between Sunshine Biopharma, Inc.

Steve Slilaty (19)

Engagement Letter,

dated April 25, 2022 (19)

Form of Securities

Purchase Agreement (19)

Form of Registration

Rights Agreement (19)

Form of Warrant (19)

Share Purchase Agreement

between Sunshine Biopharma, Inc., Malek Chamoun and Nora Pharma Inc.

Employment Agreement

between Sunshine Biopharma, Inc., Nora Pharma Inc.

of Warrant, dated April 28, 2022 (20)

Share Purchase Agreement between Sunshine Biopharma, Inc., Malek Chamoun and Nora Pharma Inc.

Employment Agreement between Sunshine Biopharma, Inc., Nora Pharma Inc.

and Malek Chamoun (21)

Research Agreement

between the Company and Sir Mortimer B.

Davis Jewish General Hospital (21)

License Agreement

between the Company and the University of Arizona (22) **

of Ethics (13)

Agreement between the Company and the University of Arizona (22)

Form of Warrant,

dated May 16, 2023 (23)

1 to Warrant Agent Agreement, dated October 18, 2023 (24)

2023 Equity Incentive

Form of Warrant Agency Agreement (26)

Form of Pre-Funded Warrant (26)

Form of Series A Warrant (1)

Form of Series B Warrant (1)

Code of Ethics (14)

Subsidiaries (filed herewith)

Consent of BF

Borgers CPA PC (filed herewith)

Certification

of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

Certification

of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

Certification

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished

Inline XBRL Instance Document (the

instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Cover Page Interactive Data

File (formatted in IXBRL, and included in exhibit 101).

Consent of BF Borgers CPA PC (filed herewith)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Clawback policy (filed herewith)

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

_______________________

management contract or compensatory arrangement.

Portions of the exhibit

have been omitted.

by reference to 8-K filed with the SEC on February 17, 2022

Incorporated by reference

to SB-2 filed with the SEC on October 19, 2007.

Incorporated by reference

to 8-K filed with the SEC on November 6, 2009.

Incorporated by reference

to 10-Q filed with the SEC on August 4, 2010.

Incorporated by reference

to 8-K filed with the SEC on June 1, 2015.

Incorporated by reference

to 8-K filed with the SEC on June 24, 2020.

Incorporated by reference

to 8-K filed February 9, 2022.

Incorporated by reference

to 8-K filed with the SEC on October 9, 2015.

Incorporated by reference

to 8-K filed with the SEC on December 28, 2015.

Incorporated by reference

to 8-K filed with the SEC on March 14, 2016.

Incorporated by reference

to S-1/A filed with the SEC on January 24, 2022.

Incorporated by reference

to 8-K filed with the SEC on February 25, 2022.

Incorporated by reference

to 10-K filed with the SEC on May 1, 2020.

Incorporated by reference

to S-1 filed September 9, 2021.

Incorporated by reference to 8-K filed with the SEC

on March 15, 2022.

Portions of the exhibit have been omitted.

Incorporated by reference to 8-K filed with the SEC on February 15,

Incorporated by reference to 8-K filed with the SEC on February 17, 2022.

Incorporated by reference to SB-2 filed with the SEC on October 19, 2007.

Incorporated by reference to 8-K filed with the SEC on November 6, 2009.

Incorporated by reference to 10-Q filed with the SEC on August 4, 2010.

Incorporated by reference to 8-K filed with the SEC on June 1, 2015.

Incorporated by reference to 8-K filed with the SEC on June 24, 2020.

Incorporated by reference to 8-K filed February 9, 2022.

Incorporated by reference to 8-K filed with the SEC on October 9, 2015.

Incorporated by reference to 8-K filed with the SEC on December 28, 2015.

Incorporated by reference to 8-K filed with the SEC on March 14, 2016.

Incorporated by reference to S-1/A filed with the SEC on January 24, 2022.

Incorporated by reference to 8-K filed with the SEC on February 25, 2022.

Incorporated by reference to 10-K filed with the SEC on May 1, 2020.

Incorporated by reference to 8-K filed with the SEC on April 19, 2023.

Incorporated by reference to 8-K filed with the SEC on March 15, 2022.

Incorporated by reference to 10-K filed with the SEC on March 21, 2022.

Incorporated by reference to 8-K filed with the SEC on March 24, 2022.

Incorporated by reference to 8-K filed with the SEC on April 8, 2022.

2 unchanged sentences

Incorporated by reference to 8-K filed with the SEC on February 28, 2023.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Incorporated by reference to 8-K filed with the SEC on May 16, 2023.

Incorporated by reference to 8-K filed with the SEC on October 20,

Incorporated by reference to S-8 filed with the SEC on January 8, 2024.

Incorporated by reference to S-1/A filed with the SEC on February 9,

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUNSHINE BIOPHARMA, INC.

April 3, 2023

Slilaty, Chief Executive Officer (principal

executive officer)

March 28, 2024

Slilaty, Chief Executive Officer (principal executive officer)

/s/ Camille Sebaaly

Camille Sebaaly, Chief Financial Officer (principal

financial and accounting officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Camille Sebaaly, Chief Financial Officer (principal financial and accounting officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Chief Executive Officer and Director

April 3, 2023

March 28, 2024

(Principal Executive Officer)

1 unchanged sentence

Chief Financial Officer

April 3, 2023

March 28, 2024

Camille Sebaaly

(Principal Financial and Accounting Officer)

April 3, 2023

Abderrazzak Merzouki

March 28, 2024

Abderrazzak Merzouki

/s/ David Natan

April 3, 2023

March 28, 2024

Andrew Keller

April 3, 2023

March 28, 2024

Andrew Keller

Rabi Kiderchah

March 28, 2024

Rabi Kiderchah

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-K

Item 9A. Controls and Procedures