What changed in this filing

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Item 1. Financial Statements

2024-05-20 compared with 2023-11-13 · 339 added, 324 removed, 193 unchanged (77% of the section changed)

2 unchanged sentences

Balance Sheets

September 30,

Current Assets:

Cash and cash

Cash and cash equivalents

Accounts receivable

Prepaid expenses

Total Current Assets

Property and equipment

Property & equipment

Intangible assets

1 unchanged sentence

Current Liabilities:

Accounts payable and accrued

Accounts payable & accrued expenses

Earnout payable

6 unchanged sentences

Total Long-Term Liabilities

TOTAL LIABILITIES

SHAREHOLDERS' EQUITY

Stock, Series B $ 0.10 par value per share;

Preferred Stock Series B $ 0.10

par value per share;

shares authorized;

10,000 Shares issued and outstanding

Stock, $ 0.001 par value per share;

and 10,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

Common Stock $ 0.001 par value per share;

3,000,000,000 shares authorized;

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

994,529 and 280,243 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

Capital paid in excess of par value

Accumulated comprehensive income

Accumulated (Deficit)

( 65,189,459 )

( 63,905,658 )

SHAREHOLDERS' EQUITY

LIABILITIES AND SHAREHOLDERS' EQUITY

accompanying notes are an integral part of these unaudited financial statements

Biopharma, Inc.

TOTAL SHAREHOLDERS' EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

See Accompanying Notes

To These Unaudited Financial Statements

Sunshine Biopharma, Inc.

Statements of Operations and Comprehensive Loss (Unaudited)

Months Ended September 30,

Cost of sales

General and Administrative Expenses:

General & Administrative Expenses:

Director fees

Total General and Administrative

Depreciation & amortization

Total General & Administrative Expenses

(Loss) From Operations

1 unchanged sentence

( 1,828,981 )

( 3,637,140 )

Other Income (Expense):

Other Income:

Foreign exchange

Interest income

Total Other Income (Expense)

Interest expense

Total Other Income

Net (loss) before income taxes

1 unchanged sentence

( 1,656,160 )

( 3,232,125 )

Provision for income taxes

1 unchanged sentence

( 1,702,430 )

$ ( 3,256,020 )

$ ( 3,232,125 )

Gain (Loss) from foreign

exchange translation

Foreign exchange translation

Comprehensive (Loss)

1 unchanged sentence

( 1,691,270 )

$ ( 3,213,318 )

$ ( 3,288,889 )

Basic (Loss) per common share

Weighted Average Common

Shares Outstanding (Basic and Diluted)

accompanying notes are an integral part of these unaudited financial statements

Biopharma, Inc.

Basic and diluted (Loss) per common share

Weighted average common shares outstanding (basic & diluted)

Accompanying Notes To These Unaudited Financial Statements

Sunshine Biopharma, Inc.

Statements of Cash Flows (Unaudited)

September 30,

Cash Flows From Operating Activities:

3 unchanged sentences

Depreciation and amortization

Foreign exchange

Stock issued for services

Accounts receivable

1 unchanged sentence

Prepaid expenses

Accounts payable and accrued expenses

Accounts Payable & accrued expenses

Income tax payable

Interest payable

( 1,084,169 )

Net Cash Flows (Used) in Operations

Net Cash Flows (Used In) Operating Activities

( 3,185,159 )

2 unchanged sentences

Reduction in right-of-use asset

Cash from Nora Pharma acquisition

Purchase of intangible assets

2 unchanged sentences

Cash Flows From Financing Activities:

Common stock issued

Proceeds from public offering net (common stock)

Exercise of warrants

Purchase of treasury stock

Lease liability

Payments of notes payable

( 3,139,651 )

Lease liability

Net Cash Flows Provided by Financing Activities

6 unchanged sentences

Supplementary Disclosure of Cash Flow Information:

Cash paid for interest

Cash paid for income taxes

accompanying notes are an integral part of these unaudited financial statements

Biopharma, Inc.

Stock issued for services

Accompanying Notes To These Unaudited Financial Statements

Sunshine Biopharma, Inc.

Statement of Shareholders' Equity (Unaudited)

Of Common Shares

Paid in Excess of Par

Of Preferred Shares

Comprehensive

Three Month Period Ended September

at June 30, 2023

$ ( 62,004,152 )

( 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

( 3,256,020 )

Number of Common Shares

Capital Paid in Excess of Par

Number of Preferred Shares

Balance December 31, 2022

$ ( 59,399,614 )

at September 30, 2023

Repurchase Stock

( 1,702,430 )

Three Month Period Ended September

at June 30, 2022

( 1,691,270 )

Balance at March 31, 2023

$ ( 61,102,044 )

Balance December 31, 2023

$ ( 63,905,658 )

at September 30, 2022

Preferred Stock issued to related party

Common stock and pre-funded warrants issued in an underwritten public offering, net of issuance costs

Exercise of warrants

Repurchase warrants

( 3,139,651 )

Nine Month Period Ended September

December 31, 2021

( 3,139,651 )

stock and pre-funded warrants issued in public offering

stock purchased from related party

( 1,283,801 )

( 1,827,506 )

at September 30, 2022

Balance at March 31, 2024

$ ( 65,189,459 )

accompanying notes are an integral part of these unaudited financial statements

See Accompanying Notes

To These Unaudited Financial Statements

Biopharma, Inc.

Unaudited Consolidated Financial Statements

Nine Months Ended September 30, 2023 and 2022

Three Months Ended March 31, 2024 and 2023

1 – Description of Business

Company was originally incorporated under the name Mountain West Business Solutions, Inc.

The Company was incorporated under the name Mountain

West Business Solutions, Inc.

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

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

Effective October 15, 2009, the Company acquired Sunshine

Biopharma, Inc.

in a transaction classified as a reverse acquisition.

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

and began operating as a

pharmaceutical company.

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

(i) Nora Pharma

(“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.

Upon completion of the reverse acquisition transaction, the Company

changed its name to Sunshine Biopharma, Inc.

and began operating as a pharmaceutical company.

Biopharma operates two wholly owned subsidiaries:

(i) Nora Pharma Inc.

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

of pharmaceutical products consisting of 52 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”)

Company has determined that it has two reportable segments:

Generic Pharmaceuticals (“Generic Pharmaceuticals”)

Nonprescription

Over-The-Counter Products (“OTC Products)

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.

Prescription Generic Pharmaceuticals

(“Generic Pharmaceuticals”)

Nonprescription Over-The-Counter

Products (“OTC Products)

March 31, 2024, 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 March 31, 2024.

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.

However, in Canada provincial governments

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

prices highly dependent on governmental policies which may change over time.

The most recent negotiations between the pan-Canadian Pharmaceutical

1 unchanged sentence

effect on October 1, 2023.

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

The updated prices are valid for three years and the agreement may be extended for an additional two years.

On February 29, 2024, the Canadian federal government tabled new drug reimbursement legislation, a bill known as PharmaCare which, if

passed, would result in a single-payer program whereby the Canadian federal government would pay for the drugs sold in Canada rather than

the Provinces.

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 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 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

for reporting on Form 10-Q and Regulation S-X.

Accordingly, they do not include all the information and footnotes required by accounting

principles generally accepted in the United States of America for complete financial statements.

However, such information reflects all

adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation

of the financial position and the results of operations.

Results shown for interim periods are not necessarily indicative of the results

to be obtained for a full fiscal year.

The balance sheet information as of December 31, 2022, was derived from the audited financial statements

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

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

These financial statements

should be read in conjunction with that report.

3 – Private Placement

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

unaudited financial statements of the Company for the three months periods ended March 31, 2024 and 2023 have been

prepared in accordance with accounting principles generally accepted in the United States of America for interim financial

information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X.

Accordingly, they do not include all the

information and footnotes required by accounting principles generally accepted in the United States of America for complete

financial statements.

However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which

are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations.

Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

sheet information as of December 31, 2023, was derived from the audited financial statements included in the Company's financial

statements as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the

Securities and Exchange Commission (the “SEC”) on March 28, 2024.

These financial statements should be read in

conjunction with that report.

On April 17, 2024, the Company completed a 1-for-100

reverse split of its common stock (the “Reverse Split”).

The share amounts, warrants, and related parameters specified in this report have been adjusted to

reflect the Reverse Split on a retroactive basis.

3 – Underwritten Public Offering

On February 15, 2024, the Company completed an

underwritten public offering for gross proceeds of approximately $ 10 million, before deducting fees to the underwriter and other offering

expenses payable by the Company.

The net proceeds received by the Company were $ 8,522,411 .

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 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 .

offering consisted of 714,286 Units, consisting of (i) 264,286 Common Units, with each Common Unit consisting of one share of common

stock, one-tenth of a Series A warrant to purchase one share of common stock (“Series A Warrant”) and two-tenths of a

Series B warrant to purchase one share of common stock (“Series B Warrant”), and (ii) 450,000 Pre-Funded Units, with

each Pre-Funded Unit consisting of one pre-funded warrant to purchase one share of common stock (“Pre-Funded Warrants”),

one-tenth of a Series A Warrant and two-tenths of a Series B Warrant.

The public offering price was $14.00 per Common Unit and $13.9

per Pre-Funded Unit.

The Pre-Funded Warrants have an exercise price of $0.10 per share.

The Pre-Funded Warrants are immediately

exercisable and may be exercised at any time until exercised in full.

The initial exercise price of each Series A Warrant is $210.00

per share of common stock or pursuant to an alternative cashless exercise option.

Under the alternative cashless exercise provision,

which became effective following stockholder approval in March 2024, each Series A Warrant is exercisable on a cashless basis for

two shares of common stock.

The Series A Warrants are exercisable immediately and expire 30 months after the initial issuance date.

The initial exercise price of each Series B Warrant is $238.00 per share of common stock.

The Series B Warrants are exercisable

immediately and expire 60 months after the initial issuance date.

In addition (effective following the stockholder approval), the Series

A Warrants and Series B Warrants included a provision under which, following a reverse split of the common stock, the exercise price will

be adjusted to the lowest volume weighted average price (“VWAP”) for the five trading days immediately preceding and immediately

following the date of reverse stock split, and the number of shares issuable upon exercise of the Series A Warrants or Series B Warrants

will be adjusted such that the aggregate exercise price of the Series A Warrants or Series B Warrants will remain unchanged.

B Warrants do not include an alternate cashless exercise provision and can only be exercised for cash so long as the Company’s registration

statement for such warrants and underlying shares remains effective.

As a result of the Reverse

Split, the exercise price of the Series A Warrants has been reduced to $ 1.026

and the number of Series A Warrants has been increased to 16,319,444 .

Also as a result of the Reverse Split, the exercise price of Series B Warrants was reduced to $ 1.026

and the number of Series B Warrants increased to 36,990,739 .

addition, the Company granted the underwriter, Aegis Capital Corp.

("Aegis"), a 45-day option to purchase up to an additional

15% of the total number of shares of common stock and/or Pre-Funded Warrants and/or Series A Warrants and/or Series B Warrants sold in

the offering, solely to cover overallotments, if any.

On February 15, 2024, Aegis partially exercised its over-allotment option for a

total of 8,304 Series A Warrants and 16,607 Series B Warrants.

of March 31, 2024, all of the Pre-Funded Warrants, consisting of 450,000 warrants in total, have been exercised resulting in the Company

issuing 450,000 shares of common stock and receiving net proceed of $ 45,000 .

The following table sets forth the

outstanding warrants, as adjusted, issued in connection with this offering at March 31, 2024:

Schedule of securities issued

Exercise Price

Series B Warrants

February 2029

As adjusted and subject to further adjustments per the

Warrant Agreements.

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), $ 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”), a Canadian

privately held pharmaceutical company.

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 37,000 shares of the Company’s common stock valued at $ 4,514,000 or $122.00

Nora Pharma sells generic pharmaceutical products in Canada.

Nora Pharma’s operations are authorized by a

Drug Establishment License issued by Health 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

10 unchanged sentences

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.

As part of the consideration paid for Nora

Pharma, the Company agreed to a $ 5,000,000

CAD ($ 3,632,000

USD) earn-out amount payable to Mr.

Malek Chamoun, the Seller of Nora Pharma.

The earnout is payable in the form of twenty (20) payments of $250,000 CAD for every $1,000,000

CAD increase in gross sales (as defined in the Purchase Agreement) above Nora Pharma’s June 30, 2022 gross sales, provided that

his employment with the Company is not terminated pursuant to the Company’s employment agreement with him.

The total earnout amount

of $3,632,000 has been recorded as a salary payable.

During the 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

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

unaudited pro forma financial information does not purport to be indicative of the Company's combined results of operations which would

have been obtained had the acquisition taken place on January 1, 2021, nor should it be taken as indicative of future consolidated results

of operations:

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

Weighted average number of shares outstanding

The earnout is payable in the form of twenty (20)

payments of $250,000 CAD for every $1,000,000 CAD increase in gross sales (as defined in the Purchase Agreement) above Nora

Pharma’s June 30, 2022 gross sales, provided that his employment with the Company is not terminated pursuant to the

Company’s employment agreement with him.

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

the fiscal year ended December 31, 2023, the Company paid an earn-out amount of $ 1,084,169

for the fiscal year ended December 31, 2022.

On April 22, 2024, the Company paid an earn-out amount of $ 3,093,878

CAD (approximately $ 2,291,761

USD) for the earn-out realized in fiscal year 2023.

The current remaining earn-out

balance is $ 479,207

CAD (approximately $ 354,968

5 – Intangible Assets

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

Intangible assets, net consisted of the following:

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

Balance at beginning of the year

Purchase of additional intangible assets (licenses)

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:

Finite-lived intangible assets, net

As of March 31, 2024, the estimated amortization amounts of the

Company’s intangible assets for each of the next five years are as follows:

Schedule of estimated amortization expense

6 – Reverse Stock Splits

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

The Company had previously completed two 20 to

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

The Company’s financial statements reflect all three reverse stock splits

on a retroactive basis for all periods presented and for all references to common stock, unless specifically stated otherwise.

Effective April 17, 2024, the Company completed

a 1-for-100 reverse split of its common stock (the “Reverse Split”).

The Company had previously completed three (3) reverse stock splits including a 1-for-200

on February 9, 2022, and two 1-for-20 reverse stock splits, one in 2019 and the other in 2020.

The Company’s financial statements

included in this report reflect all four reverse stock splits on a retroactive basis for all periods presented and for all references

to common stock, unless specifically stated otherwise.

7 – Capital Stock

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

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.

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.

The Company’s authorized capital is comprised

of 3,000,000,000 shares of common stock, par value $ 0.001 , and 30,000,000 shares of preferred stock, $ 0.10 par value.

As of March 31,

2024, the Company had authorized 1,000,000 shares of Series B Preferred Stock.

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

It has a liquidation preference equal to the stated value of $0.10, relative to the common stock and gives the holder the

right to 1,000 votes per share.

As of March 31, 2024, 130,000 shares of Series B Preferred Stock were 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.

9 unchanged sentences

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.

voting rights under the Series B Preferred Stock, as well as to lower the exercise price of the Tradeable Warrants from $222.00 to

The 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 .

7 unchanged sentences

The Pre-Funded

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

Warrants were immediately exercisable, at an exercise price of $0.1, and may be exercised at any time until all of the Pre-Funded

Warrants are exercised in full.

2 unchanged sentences

April 28, 2022, the Company completed another private placement and received net proceeds of $ 16,752,915 .

In connection with this private

placement, the Company issued (i) 2,472,820 shares of its common stock together with warrants (“April Warrants”) to

purchase up to 4,945,640 shares of common stock, and (ii) 2,390,025 pre-funded warrants (“Pre-Funded Warrants”)

with each Pre-Funded Warrant exercisable for one share of common stock, together with April Warrants to purchase up to 4,780,050 shares

of common stock.

Each share of common stock and accompanying two April Warrants were sold together at a combined offering price of $4.01

and each Pre-Funded Warrant and accompanying two April Warrants were sold together at a combined offering price of $4.009.

The Pre-Funded

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

Warrants are exercised in full.

The April Warrants have an exercise price of $3.76 per share (subject to adjustment as set forth in the

warrant), are exercisable upon issuance and will expire five years from the date of issuance.

In connection with this private placement, the Company issued (i) 24,728

shares of its common stock together with warrants (“April Warrants”) to purchase up to 49,456 shares of common

stock, and (ii) 23,900 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for

one share of common stock, together with April Warrants to purchase up to 47,801 shares of common stock.

Each share of common

stock and accompanying two April Warrants were sold together at a combined offering price of $401.00 and each Pre-Funded Warrant and

accompanying two April Warrants were sold together at a combined offering price of $400.90.

The Pre-Funded Warrants were immediately

exercisable, at an exercise price of $0.1, and may be exercised at any time until all of the Pre-Funded Warrants are

exercised in full.

The April Warrants have an exercise price of $376.00 per share (subject to adjustment as set forth in the warrant),

are exercisable upon issuance and will expire five years from the date of issuance.

October 20, 2022, the Company issued 37,000 shares of common stock as part of the acquisition of Nora Pharma.

1 unchanged sentence

at $ 4,514,000 , or $122.00 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.

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

the six months ended June 30, 2023, the Company repurchased a total of 44,571 shares of common stock at an average price of $113.71

per share for a total cost of $ 506,822 .

The 44,571 repurchased common shares were cancelled and returned to treasury reducing the number

of issued and outstanding shares from 225,856 to 221,399.

May 16, 2023, the Company completed a private placement pursuant to a securities purchase agreement with an 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) 24,500

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 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 .

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,

shares of common stock, (ii) 35,024 pre-funded warrants (the “May Pre-Funded Warrants”), and (iii) investor warrants (the

“May Warrants”) to purchase up to 119,048 shares of common stock at $59.00 per share.

Each share of common stock and accompanying

two May Warrants were sold together at a combined offering price of $84.00 and each May Pre-Funded Warrant and accompanying two May Warrants

were sold together at a combined offering price of $83.90.

The May Pre-Funded Warrants are immediately exercisable, at an exercise

price of $0.1, and may be exercised at any time until all of the May Pre-Funded Warrants are exercised in full.

The May Warrants have

an exercise price of $59.00 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 2023, the Company issued a total of 107,934 shares of common stock in connection with warrant exercises for aggregate net

proceeds of $ 13,196,681 .

In July 2023, the Company repurchased a total of

680 shares of common stock under the Stock Repurchase Program announced on January 19, 2023, at an average price of $50.46 per share

for a total cost of $ 34,321 .

In October 2023, the 680 repurchased common shares were cancelled and returned to treasury reducing the

number of issued and outstanding shares from 257,463 to 256,783.

On November 16, 2023, the Company issued 23,460

shares of common stock and received net proceeds of $ 2,346 in connection with the exercise of all 23,460 remaining May Pre-Funded Warrants

at the nominal exercise price of $0.1 per share.

On February 8, 2024, the Company issued 20,000

shares of Series B Preferred Stock to the Company’s CEO for a purchase price of $ 0.10 per share.

February 15, 2024, the Company completed an underwritten public offering and in connection therewith it issued an aggregate of 714,286

shares of common stock, of which 450,000 shares were issued in connection with pre-funded warrant exercises.

On March 4, 2024, the Company issued 100,000 shares

of Series B Preferred Stock to the Company’s CEO for a purchase price of $ 0.10 per share.

of March 31, 2024 and December 31, 2023, the Company had a total of 994,529 and 280,243 shares of common stock issued and outstanding,

respectively.

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

issued warrants as follows:

2022, 2023, and during the three months ended March 31, 2024, the Company completed five (5) financing events, and in connection therewith,

it issued warrants as follows:

Schedule of warrants issued with financing

6 unchanged sentences

May Pre-Funded Warrants

May Investor Warrants

November 2028

Investor Warrants

2024 Pre-Funded Warrants

Series A Warrants

Series B Warrants

February 2029

Tradeable Warrants had an initial exercise price of $425.00, subject to adjustment.

Upon the closing of the Company's private placement

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

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.

Upon the closing of the

Company's private placement on March 14, 2022, the exercise price of the Tradeable Warrants was reduced to

$222.00, in accordance with the terms thereof.

Subject to adjustments per the Warrant Agreements.

of March 31, 2024, all of the 2022, May, and 2024 Pre-Funded Warrants, and a total of 31,385

Tradeable Warrants, and 28,027

Investor Warrants were exercised resulting in aggregate proceeds of $ 13,241,681

received by the Company.

February 11, 2024, the Company purchased back all of the April Warrants and the May Investor Warrants for an aggregate purchase price

of $ 3,139,651 .

The Company’s

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

Schedule of outstanding warrants

outstanding warrants as of May 20, 2024 consisted of the following:

Schedule of warrants outstanding

Exercise Price

Pre-Funded Warrants

Tradeable Warrants

1 unchanged sentence

Investor Warrants

April Warrants

May Pre-Funded Warrants

May Investor Warrants

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.

16,319,444 **

Series B Warrants

36,990,739 **

February 2029

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 from $222.00 to $11.00 per warrant.

The amendment was executed on October 18, 2023.

9 – Net Loss Per Common Share

net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during

the period, without consideration for common stock equivalents.

net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during

the period, taking into consideration common stock equivalents.

February 2022, the Company issued 4,102,200 Tradeable Warrants pursuant to the Company’s Public Offering.

In March and April 2022,

the Company issued 3,603,604 Investor Warrants and 9,725,690 April Warrants pursuant to two private placements.

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.

March and April 2022, the Company issued and sold Pre-Funded Warrants to purchase an aggregate of 3,692,276 shares of common stock at

a nominal exercise price of $0.001 per share.

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

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.

The Company classified

the lease as an operating lease.

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

Because the Company is certain to exercise

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

included in the lease payments.

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

financial or other covenants.

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

As adjusted and subject to

further adjustments per the Warrant Agreements.

9 – Earnings Per Share

following table sets forth the computation of basic and diluted net income per share for the quarters ended March 31:

Schedule of earnings per share computation

Net gain (loss) attributable to common stock

$ ( 1,283,801 )

$ ( 1,702,430 )

Basic weighted average outstanding shares of common stock

Dilutive common share equivalents

Dilutive weighted average outstanding shares of common stock

Net gain (loss) per share attributable to common stock

The Company has obligations as a lessee for office and warehouse space

with initial non-cancellable terms in excess of one year.

The Company classified the lease as an operating lease.

The lease contains a

renewal option for a period of five years.

Because the Company is certain to exercise the renewal option, the optional period is included

in determining the lease term, and associated payments under the renewal option are included in the lease payments.

The Company’s

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

insurance, and common area maintenance.

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

and are recognized as variable costs when incurred.

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

lease does not include termination options for either party to the lease or restrictive financial or other covenants.

Payments due under

the lease include fixed payments plus a variable payment.

The Company’s lease requires it to make variable payments

for the Company’s proportionate share of building’s property taxes, insurance, and common area maintenance.

These variable

lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred.

Amounts reported on the balance sheet as of March 31, 2024 were as follows:

Schedule of lease information

5 unchanged sentences

Discount rate

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

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

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

Amounts disclosed for ROU assets obtained in exchange for lease obligations

and reductions of ROU assets resulting from reductions of lease obligations include amounts reduced from the carrying amount of ROU assets

resulting from deferred rent.

Maturities of lease liabilities under non-cancellable

operating leases at March 31, 2024 are as follows:

Schedule of maturities of lease liabilities

11 – Management and Director Compensation

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.

The Company paid its officers cash compensation

totaling $ 262,486 and $ 820,000 for the three-month periods ended March 31, 2024 and 2023, respectively.

Company paid its directors aggregate cash compensation totaling $ 100,000

for each of the three-month periods ended March 31, 2024 and 2023.

12 – Income Taxes

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

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

The Company’s effective tax

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

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

The effect of discrete items,

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

period in which the discrete item occurs.

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

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

The Company’s

interim effective tax rate, inclusive of discrete items, for the nine-month periods ended September 30, 2023 and 2022 was 26.83 %.

In calculating the provision for income taxes on

an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and

applies that rate to its year-to-date earnings or losses.

The Company’s effective tax rate is based on expected income and statutory

tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company

in the various jurisdictions in which the Company operates.

The effect of discrete items, such as changes in estimates, changes in rates

or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs.

accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained

or as the result of new judicial interpretations or regulatory or tax law changes.

The Company’s interim effective tax rate,

inclusive of discrete items, for the three-month periods ended March 31, 2024 and 2023 was 26.83 %.

The Company’s consolidated financial statements

contain various tax related entries the same being due to the operations of the two Canadian subsidiaries and are in compliance with Canadian

13 – Subsequent Events

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.

Effective April 17, 2024, the Company completed

a 1-for-100 reverse split of its common stock (the “Reverse Split”).

As a result of the Reverse Split, the exercise price

of the Series A Warrants has been reduced to $1.026 and the number of Series A Warrants has been increased to 16,319,444.

Also as a result

of the Reverse Split, the exercise price of Series B Warrants was reduced to $1.026 and the number of Series B Warrants increased to

All share amounts, warrants, and related parameters specified in this report have been adjusted to reflect the Reverse Split.

Subsequent to March 31, 2024, the Company issued

17,950,523 shares of common stock upon exercise of 8,975,262 Series A Warrants pursuant to the alternative cashless exercise of the Series

On April 24, 2024, the Company paid Malek Chamoun,

the Seller of Nora Pharma, an earn-out amount of $3,093,878 CAD (approximately $2,291,761 USD), pursuant to its obligation under the applicable

Sale Agreement.

On May 3, 2024, the SEC announced that it had

settled charges against BF Borgers CPA PC (“Borgers”), the Company’s independent accounting firm, stating that Borgers

failed to conduct audits in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”).

As part of the settlement, Borgers agreed to a permanent ban on appearing or practicing before the SEC.

As a result, the Company dismissed

Borgers as its independent accountant.

On May 7, 2024, the Company engaged Bush & Associates CPA LLC as

its new independent auditor.

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