Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report.
These controls are designed to ensure that information
required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated
and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.
Based on this evaluation, our management, including
our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2023, at reasonable assurance
levels.
Management’s Annual Report on Internal Control Over Financial
Reporting
Our management is responsible for establishing
and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and 15d-15(f) under the
Exchange Act. Our system of internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance
with US GAAP.
Our internal control over financial reporting includes
those policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets; (b) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of consolidated financial statements in accordance with 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
statements.
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
Accountant
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
Reporting
There were no changes in our internal control over
financial reporting during the three months ended December 31, 2023.
ITEM 9B. OTHER INFORMATION
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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not applicable.
41
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The following individuals currently serve as our Board of Directors
and executive officers.
Name
Age
Position(s)
Dr. Steve N. Slilaty
71
President, Chief Executive Officer and Chairman
Dr. Abderrazzak Merzouki
60
Chief Science Officer and Director
Mr. Camille
Sebaaly
62
Chief Financial Officer and Secretary
Dr. Rabi Kiderchah
51
Director
Mr. David
Natan
70
Director
Dr. Andrew Keller
70
Director
Mr. Malek Chamoun
39
Chief Development Officer
Mr. Marc Beaudoin
58
Chief Operating Officer
Dr. Steve N. Slilaty was appointed
as our chief executive officer and chairman of our board of directors on October 15, 2009. Dr. Slilaty is an accomplished scientist
and business executive. His scientific publications are widely cited. Sunshine Biopharma is the third in a line of biotechnology companies
that Dr. Slilaty founded and managed. The first, Quantum Biotechnologies Inc. later known as Qbiogene Inc. , was founded
in 1991 and is now a member of a family of companies owned by MP Biomedicals , one of the largest international suppliers of biotechnology
reagents. The second company which Dr. Slilaty founded, Genomics One Corporation , conducted an initial public offering of its capital
stock in 1999 and, on the basis of its ownership of Dr. Slilaty’s patented TrueBlue® Technology, Genomics One became
one of the key participants in the Human Genome Project and reached a market capitalization of $1 billion in 2000. Formerly, Dr. Slilaty
was a research team leader at the Biotechnology Research Institute (Montreal) , a division of the National Research Council of
Canada . Dr. Slilaty is one of the pioneers of Gene Therapy having developed the first gene delivery system applicable to humans in
1983 [ Science 220: 725-727 (1983) ]. Dr. Slilaty's other distinguished scientific career accomplishments included (i) the
discovery of a new class of enzymes, the S24 Family of Proteases (IUBMB Enzyme: EC 3.4.21.88) [ Proc. Natl. Acad. Sci. U.S.A. 84:
3987-3991 (1987) ]. In addition, Dr. Slilaty (i) developed the first site-directed mutagenesis system applicable to double-stranded
DNA [ Analyt. Biochem. 185: 194-200 (1990) ], (ii) cloned the gene for the first yeast-lytic enzyme (lytic b-1,3-glucanase)
[ J. Biol. Chem. 266: 1058-1063 (1991) ], (iii) developed a new molecular strategy for increasing the rate of enzyme reactions
[ Protein Engineering 4: 919-922 (1991) ], and (iv) constructed a powerful new cloning system for genomic sequencing (TrueBlue®
Technology) [ Gene 213: 83-91 (1998) ]. Most recently, Dr. Slilaty, in collaboration with Institut National des Sciences Appliquée
(France), State University of New York at Binghamton (USA) and École Polytechnique, Université de Montréal (Canada),
designed, patented, and advanced the development the first, and currently the only known anticancer compound (Adva-27a) capable of destroying
multidrug resistant cancer cells [ Anticancer Res. 32: 4423 (2011) and US Patent Numbers: 8,236,935 and 10,272,065 ]. These
and other works of Dr. Slilaty are cited in research papers, editorials, review articles and textbooks. Dr. Slilaty is the author of 18
original research papers and 10 issued and pending. These and other works of Dr. Slilaty are cited in research papers, editorials, review
articles and textbooks. Dr. Slilaty received his Ph.D. degree in Molecular Biology from the University of Arizona in 1983 and Bachelor
of Science degree in Genetics and Biochemistry from Cornell University in 1976. Dr. Slilaty has received research grants from the NIH
and NSF and he is the recipient of the 1981 University of Arizona Foundation award for Meritorious Performance in Teaching.
42
Dr. 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. Dr. Merzouki is a molecular biologist and an immunologist with extensive
experience in the area of gene therapy where he performed several preclinical studies for pharmaceutical companies involving the use
of adenoviral vectors for cancer therapy and plasmid vectors for the treatment of peripheral arterial occlusions. Dr. Merzouki also
has extensive expertise in the design of expression vectors, and production and purification of recombinant proteins. He developed
technologies for production of biogeneric therapeutic proteins for the treatment of various diseases including cancer, diabetes,
hepatitis and multiple sclerosis. Dr. Merzouki obtained his Ph.D. in Virology and Immunology from Institut Armand-Frappier in Quebec
and received his post-doctoral training at the University of British Columbia and the BC Center for Excellence in HIV/AIDS research.
Dr. Merzouki has over 30 publications and 70 communications in various, highly respected scientific journals in the field of
cellular and molecular biology.
Mr. Camille Sebaaly was appointed
as our chief financial officer, secretary and a director of our Company on October 15, 2009. He resigned as a director of the Company
in October 2021. Mr. 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 saving. In the area of marketing, Mr. Sebaaly has evaluated market demands and opportunities, created strategic
marketing and business development plans, designed marketing communications and launched market penetration programs. Mr. Sebaaly graduated
from State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987.
Dr. Rabi Kiderchah has served as
a director of our Company since October 2021. Dr. Kiderchah is a licensed physician in Canada. From 2000 until August 2021, he was working
at Argenteuil Hospital, Lachute, Quebec, Canada, as an emergency room physician. He has also worked as what is referred to in Canada as
a “medecins depanneurs”, working in rural areas where there are not enough ER doctors. Since August 2011 he has worked at
Rabi Kiderchah Medecin Inc. as a freelance physician in the Quebec, Canada area. He received a Bachelor of Science degree in 1994 and
an MD degree in 1998 from the University of Montreal.
Mr. 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 CEO of ForceField Energy, Inc.
(OTCMKTS: 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 with Deloitte & Touche LLP. From
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. Mr. Natan currently serves as a member of the Board of Directors and Chair of the
Audit Committee of NetBrands, Inc. (OTC: 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. (NASDAQ: 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. (NASDAQ: MINM).
Mr. Natan holds a B.A. in Economics from Boston University.
Dr. Andrew M. Keller has served
as a director of our Company since February 2022. From 2016 through November 2019, Dr. Keller was the Chief Medical Officer at the Western
Connecticut Medical Group, Bethel CT, a multispecialty organization. He was employed by this group beginning in 1989, and in 2003 became
Chief – Section of Cardiovascular Diseases. In 2014 he was appointed Chief Medical Informatics Officer. Previously, Dr. Keller was
an Assistant Professor of Medicine/Radiology at Columbia University, The College of Physicians and Surgeons, NY, NY. Dr. Keller retired
as a practicing physician in 2019. 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
P. Keller LLC, Norwalk, CT advocating for the educational needs of disabled children with medically complex diagnoses. Dr. Keller received
a Doctor of Medicine degree in 1979 from The Ohio State University and a Bachelor of Arts degree in Physics, Magna Cum Laude from Ithaca
College in 1975.
43
Mr. 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. Mr. 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.
Mr. Marc Beaudoin was appointed
as our Chief Operating Officer in January 2024. Mr. 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. Mr. Beaudoin obtained his MBA
from Sherbrooke University in 2018. He also holds multiple certifications (including a fellowship) from the Association for Supply Chain
Management.
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.
No Family Relationships
There is no family relationship between any director
and executive officer or among any directors or executive officers.
Involvement in Certain Legal Proceedings
Our directors and executive officers have not been
involved in any of the following events during the past ten years:
1.
any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;
4.
being found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.
being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.
being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
44
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. Our
Board does not have a formal policy concerning diversity and inclusion but is in the process of establishing a policy on diversity. 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
Company. 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.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation information
for services rendered by our executive officers in all capacities during the last two completed fiscal years.
Name and Principal Position
Year
Salary ($)
Bonus ($)
Stock Awards ($)
All Other Compen-
sation ($)
Total ($)
Dr. Steve N. Slilaty
2022
360,000
(1)
10,000
–
–
370,000
Chief Executive Officer and Director
2023
378,000
182,000
–
560,000
Camille Sebaaly
2022
300,000
630,000
–
–
930,000
Chief Financial Officer
2023
315,000
380,000
–
695,000
Dr. Abderrazzak Merzouki
2022
240,000
245,000
–
–
485,000
Chief Operating Officer and Director
2023
252,000
8,000
–
260,000
(1)
Of this amount, $60,000
was paid to Advanomics Corporation, a company controlled by Dr. Slilaty.
Employment Agreements
On April 8, 2022, we entered into an employment
agreement with Dr. Steve N. Slilaty, our Chief Executive Officer. Pursuant to the employment agreement, Dr. Slilaty will continue to serve
as our CEO and will be paid a base annual salary of $360,000 (which will increase annually at the rate of the Consumer Price Index or
5%, whichever is higher). The employment agreement has a term of four years and will renew automatically for a term of an additional three
years. In the event the employment agreement is terminated by us without cause, we will pay Dr. Slilaty $10 million. Upon expiration of
the employment agreement, we will pay Dr. Slilaty $2 million.
Outstanding Equity Awards at 2023 Fiscal Year-End
We did not have any outstanding equity awards as
of December 31, 2023.
45
Director Compensation
The following table sets forth compensation we
paid to our directors during the year ended December 31, 2023.
Name
Fees
Paid in Cash ($)
Stock Awards
Option Awards
All Other Compensation
Total ($)
Dr. Rabi Kiderchah
80,000
–
–
–
80,000
Mr. David Natan
80,000
–
–
–
80,000
Dr. Abderrazzak Merzouki
80,000
–
–
–
80,000
Dr. Andrew Keller
80,000
–
–
–
80,000
Dr. Steve N. Slilaty
80,000
–
–
–
80,000
ITEM 12. 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%)
percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group.
We have determined beneficial ownership in accordance
with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting
power or investment power with respect to those securities. The table lists applicable percentage ownership based on 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.
46
Title of Class
Name and Address of Beneficial Owner
Amount
Percent of Class
Common
Dr.
Steve N. Slilaty (1)
c/o Sunshine Biopharma, Inc.
1177 Avenue of the Americas, 5 th Floor
New York, NY 10036
3,821,024 (3)
3.8%
Series B Preferred
130,000 (2)
100%
Common
Camille Sebaaly (1)
c/o Sunshine Biopharma, Inc.
1177 Avenue of the Americas, 5 th Floor
New York, NY 10036
174,465
*
Common
Dr. Abderrazzak
Merzouki (1)
c/o Sunshine Biopharma, Inc.
1177 Avenue of the Americas, 5 th Floor
New York, NY 10036
116,720
*
Common
Dr. Andrew Keller (1)
c/o Sunshine Biopharma, Inc.
1177 Avenue of the Americas, 5 th Floor
New York, NY 10036
0
*
Common
David Natan (1)
c/o Sunshine Biopharma, Inc.
1177 Avenue of the Americas, 5 th Floor
New York, NY 10036
0
*
Common
Dr. Rabi Kiderchah (1)
c/o Sunshine Biopharma, Inc.
1177 Avenue of the Americas, 5 th Floor
New York, NY 10036
1,625
*
Common
Malek Chamoun (1)
c/o Sunshine Biopharma, Inc.
1177 Avenue of the Americas, 5 th Floor
New York, NY 10036
3,700,000 (3)
3.7%
Common
Marc Beaudoin (1)
c/o Sunshine Biopharma, Inc.
1177 Avenue of the Americas, 5 th Floor
New York, NY 10036
0
*
All Officers and Directors as Group (8 persons)
4,113,834
4.1%
* Less than 1%.
(1)
Officer and/or director of our Company.
(2)
Each share of Series B Preferred Stock gives the holder the right to 1,000 votes per share.
(3)
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. Dr. Slilaty controls the voting of Mr. Chamoun’s shares through a voting agreement between Mr. Chamoun and Dr. Slilaty dated October 20, 2022.
47
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
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.
On
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.
On
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
per share.
Director Independence
Our independent directors consist of Dr. Kiderchah,
Mr. Natan and Dr. Keller.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table presents fees for professional
audit services rendered by B F Borgers CPA PC, our independent auditors, during our fiscal years ended December 31, 2023 and 2022:
December 31,
2023
December 31,
2022
Audit Fees
$ 170,500
$ 137,500
Audit-related Fees
–
–
Tax Fees
–
–
All Other Fees
–
–
Total
$ 170,500
$ 137,500
Audit
Fees . Audit fees consist of amounts billed for professional services rendered for the audit of our annual financial statements included
in our Annual Reports on Forms 10-K for our fiscal years ended December 31, 2023 and 2022 and for reviews of our interim financial statements
included in our Quarterly Reports on Form 10-Q.
Audit-related
Fees. Audit-related fees represent fees for assurance and related services performed that are reasonably related to the performance
of the audit or review of our financial statements.
Tax
Fees. B F Borgers CPA PC did not perform any tax compliance services for us during the years ended December 31, 2023 or 2022.
All
Other Fees . B F Borgers CPA PC did not receive any other fees from us for the years ended December 31, 2023 or 2022.
As
of December 31, 2023, the Board of Directors appointed our three independent directors as the members of our audit committee. Our audit
committee charter is available is available on our website at www.sunshinebiopharma.com.
48
PART IV
ITEM 15 EXHIBITS
1.1
Underwriting Agreement, dated February 13, 2024 (1)
3.1
Articles of Incorporation (3)
3.2
Certificate of Amendment to Articles of Incorporation filed November 2, 2009 (5)
3.3
Statement of Share and Equity Capital Exchange (5)
3.4
Articles of Amendment to Articles of Incorporation filed July 13, 2010 (5)
3.5
Articles of Amendment to Articles of Incorporation filed May 27, 2015 (6)
3.6
Articles of Amendment to Articles of Incorporation (7)
3.7
Articles of Amendment to Articles of Incorporation (8)
3.8
Bylaws (15)
4.1
Description of Registrant’s Securities (17)
10.1
Patent Purchase Agreement with Advanomics Corporation (9)
10.2
Second Patent Purchase Agreement with Advanomics Corporation (10)
10.3
Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated October 8, 2016, including Secured Convertible Promissory Note (11)
10.4
Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory Note (11)
10.5
Form
of Warrant, dated February 17, 2022 (2)
10.6
Warrant Agent Agreement between the Company and Equiniti, dated February 17, 2022 (2)
10.7
Sponsored Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc. (12) *
10.8
Research Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (13)
10.9
Form of Warrant, dated March 14, 2022 (16)
10.10
Form
of Amendment to Warrant, dated March 24, 2022 (18)
10.11
Employment Agreement between Sunshine Biopharma, Inc. and Dr. Steve Slilaty (19)
10.12
Form
of Warrant, dated April 28, 2022 (20)
10.13
Share Purchase Agreement between Sunshine Biopharma, Inc., Malek Chamoun and Nora Pharma Inc. (21)
10.14
Employment Agreement between Sunshine Biopharma, Inc., Nora Pharma Inc. and Malek Chamoun (21)
10.15
License
Agreement between the Company and the University of Arizona (22)
*
10.16
Form of Warrant,
dated May 16, 2023 (23)
10.17
Amendment
No. 1 to Warrant Agent Agreement, dated October 18, 2023 (24)
10.18
2023 Equity Incentive
Plan (25)
10.19
Form of Warrant Agency Agreement (26)
10.20
Form of Pre-Funded Warrant (26)
10.21
Form of Series A Warrant (1)
10.22
Form of Series B Warrant (1)
14.1
Code of Ethics (14)
21.1
Subsidiaries (filed herewith)
23.1
Consent of BF Borgers CPA PC (filed herewith)
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
97.1
Clawback policy (filed herewith)
49
EX-101
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
EX-104
Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).
_______________________
*
Portions of the exhibit have been omitted.
(1)
Incorporated by reference to 8-K filed with the SEC on February 15,
2024.
(2)
Incorporated by reference to 8-K filed with the SEC on February 17, 2022.
(3)
Incorporated by reference to SB-2 filed with the SEC on October 19, 2007.
(4)
Incorporated by reference to 8-K filed with the SEC on November 6, 2009.
(5)
Incorporated by reference to 10-Q filed with the SEC on August 4, 2010.
(6)
Incorporated by reference to 8-K filed with the SEC on June 1, 2015.
(7)
Incorporated by reference to 8-K filed with the SEC on June 24, 2020.
(8)
Incorporated by reference to 8-K filed February 9, 2022.
(9)
Incorporated by reference to 8-K filed with the SEC on October 9, 2015.
(10)
Incorporated by reference to 8-K filed with the SEC on December 28, 2015.
(11)
Incorporated by reference to 8-K filed with the SEC on March 14, 2016.
(12)
Incorporated by reference to S-1/A filed with the SEC on January 24, 2022.
(13)
Incorporated by reference to 8-K filed with the SEC on February 25, 2022.
(14)
Incorporated by reference to 10-K filed with the SEC on May 1, 2020.
(15)
Incorporated by reference to 8-K filed with the SEC on April 19, 2023.
(16)
Incorporated by reference to 8-K filed with the SEC on March 15, 2022.
(17)
Incorporated by reference to 10-K filed with the SEC on March 21, 2022.
(18)
Incorporated by reference to 8-K filed with the SEC on March 24, 2022.
(19)
Incorporated by reference to 8-K filed with the SEC on April 8, 2022.
(20)
Incorporated by reference to 8-K filed with the SEC on April 28, 2022.
(21)
Incorporated by reference to 8-K filed with the SEC on October 20, 2022.
(22)
Incorporated by reference to 8-K filed with the SEC on February 28, 2023.
(23)
Incorporated by reference to 8-K filed with the SEC on May 16, 2023.
(24)
Incorporated by reference to 8-K filed with the SEC on October 20,
2023.
(25)
Incorporated by reference to S-8 filed with the SEC on January 8, 2024.
(26)
Incorporated by reference to S-1/A filed with the SEC on February 9,
2024.
50
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SUNSHINE BIOPHARMA, INC.
Dated: March 28, 2024
By:
/s/ Dr. Steve N. Slilaty
Dr. Steve N. Slilaty, Chief Executive Officer (principal executive officer)
/s/ Camille Sebaaly
Camille Sebaaly, Chief Financial Officer (principal financial and accounting officer)
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Signature
Title
Date
/s/ Dr. Steve N. Slilaty
Chief Executive Officer and Director
March 28, 2024
Dr. Steve N. Slilaty
(Principal Executive Officer)
/s/ Camille Sebaaly
Chief Financial Officer
March 28, 2024
Camille Sebaaly
(Principal Financial and Accounting Officer)
/s/ Dr. Abderrazzak Merzouki
Director
March 28, 2024
Dr. Abderrazzak Merzouki
/s/ David Natan
Director
March 28, 2024
David Natan
/s/ Dr. Andrew Keller
Director
March 28, 2024
Dr. Andrew Keller
/s/ Dr. Rabi Kiderchah
Director
March 28, 2024
Dr. Rabi Kiderchah
51