What changed in this filing

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Item 1. Financial Statements

2024-08-16 compared with 2024-05-20 · 369 added, 352 removed, 180 unchanged (80% of the section changed)

FINANCIAL STATEMENTS

Biopharma, Inc.

Balance Sheets

Sunshine Biopharma, Inc.

Consolidated Balance Sheets

Current Assets:

3 unchanged sentences

Total Current Assets

Long-Term Assets:

Property & equipment

1 unchanged sentence

Right-of-use-asset

Total Long-Term Assets

Current Liabilities:

2 unchanged sentences

Income tax payable

Right-of-use-liability

Current portion - right-of-use-liability

Total Current Liabilities

8 unchanged sentences

shares authorized;

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

shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

Common Stock, $ 0.001 par value per share;

3,000,000,000 shares authorized;

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

1,170,510 and 14,012 shares issued and outstanding at June 30, 2024 and

December 31, 2023, respectively

Capital paid in excess of par value

Accumulated comprehensive income

Accumulated comprehensive income (loss)

Accumulated (Deficit)

3 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

See Accompanying Notes

To These Unaudited Financial Statements

Sunshine Biopharma, Inc.

Accompanying Notes To These Financial Statements

Biopharma, Inc.

Statements of Operations and Comprehensive Loss (Unaudited)

3 Months Ended June 30,

6 Months Ended June 30,

Cost of sales

1 unchanged sentence

Director fees

Depreciation & amortization

Total General & Administrative Expenses:

2 unchanged sentences

( 1,013,888 )

Other Income:

Foreign exchange

( 2,668,046 )

( 2,879,529 )

Other Income (Expense):

Foreign exchange (loss)

Interest income

Interest expense

Total Other Income

Total Other Income (Expense)

Net (loss) before income taxes

4 unchanged sentences

$ ( 902,108 )

Foreign exchange translation

Comprehensive (Loss)

$ ( 1,778,101 )

$ ( 2,604,538 )

Basic and diluted (Loss) per common share

Weighted average common shares outstanding (basic & diluted)

Accompanying Notes To These Unaudited Financial Statements

Sunshine Biopharma, Inc.

Comprehensive Income (Loss):

Gain (Loss) from foreign exchange translation

( 1,379,155 )

Comprehensive Income (Loss)

$ ( 1,329,750 )

$ ( 410,059 )

$ ( 3,157,256 )

$ ( 2,101,329 )

Basic (Loss) per common share

Weighted Average Common Shares Outstanding (Basic)

See Accompanying Notes To These Financial Statements

Biopharma, Inc.

Statements of Cash Flows (Unaudited)

7 unchanged sentences

( 1,867,693 )

( 2,949,128 )

Prepaid expenses

Accounts Payable & accrued expenses

( 1,103,502 )

Earn-out payable

( 2,547,831 )

( 1,084,169 )

Income tax payable

( 1,247,671 )

Net Cash Flows (Used In) Operating Activities

3 unchanged sentences

Reduction in right-of-use asset

Cash from Nora Pharma acquisition

Purchase of intangible assets

Purchase of equipment

( 1,037,450 )

Net Cash Flows (Used In) Investing Activities

( 1,210,944 )

Cash Flows From Financing Activities:

8 unchanged sentences

( 3,604,320 )

( 2,514,253 )

Effect of exchange rate changes on cash

Foreign currency translation adjustment

( 1,180,282 )

Cash and Cash Equivalents at End of Period

2 unchanged sentences

Stock issued for services

Accompanying Notes To These Unaudited Financial Statements

Sunshine Biopharma, Inc.

Statement of Shareholders' Equity (Unaudited)

Number of Common Shares

Capital Paid in Excess of Par

Number of Preferred Shares

Balance December 31, 2022

Accompanying Notes To These Financial Statements

Biopharma, Inc.

Statements of Shareholders' Equity (Unaudited)

Number Of Common

in Excess of Par

Number Of Preferred

Comprehensive

March 31, 2024

$ ( 65,189,459 )

Repurchase Stock

( 1,329,750 )

at June 30, 2024

$ ( 683,050 )

Balance at March 31, 2023

$ ( 65,683,759 )

Balance December 31, 2023

March 31, 2023

$ ( 61,102,044 )

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

stock and prefunded warrants issued in a private offering

at June 30, 2023

$ ( 62,004,152 )

Months Periods

December 31, 2023

$ ( 63,905,658 )

Stock issued to related party

stock and pre-funded warrants issued in an underwritten offering

( 3,139,651 )

( 1,379,155 )

Balance at March 31, 2024

( 1,778,101 )

See Accompanying Notes

To These Unaudited Financial Statements

Biopharma, Inc.

Unaudited Consolidated Financial Statements

Three Months Ended March 31, 2024 and 2023

1 – Description of Business

The Company was incorporated under the name Mountain

West Business Solutions, Inc.

( 3,157,256 )

at June 30, 2024

$ ( 683,050 )

$ ( 65,683,759 )

December 31, 2022

$ ( 59,399,614 )

stock and prefunded warrants issued in a private offering

( 2,604,538 )

( 2,101,329 )

at June 30, 2023

$ ( 62,004,152 )

Accompanying Notes To These Financial Statements

Sunshine Biopharma, Inc.

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

Note 1 – Description of Business

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.

Upon completion of the reverse acquisition transaction, the Company

changed its name to Sunshine Biopharma, Inc.

Upon completion of the reverse acquisition, 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:

Sunshine Biopharma operates two wholly owned subsidiaries:

(“Nora Pharma”), a Canadian corporation with a portfolio of pharmaceutical products consisting of 61 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.

The Company has determined that it has two reportable segments:

Prescription Generic Pharmaceuticals

2 unchanged sentences

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.

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

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

effect on October 1, 2023.

Through June 30, 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

Based on these results, the Company deems segmentation reporting to be immaterial at June 30, 2024.

The Company is not subject to material customer concentration risks as

it sells its products directly to pharmacies in several Canadian provinces.

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 Alliance and

the Canadian Generic Pharmaceutical Association have resulted in updated generic pricing for certain products which took effect on October

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

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 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.

In addition, the Company is engaged in the development of the following

proprietary drugs:

Adva-27a, a small chemotherapy molecule for treatment of pancreatic cancer (IND-enabling

studies were paused on November 2, 2023)

K1.1 mRNA, a lipid nano-particle

(LNP) targeted for liver cancer

SBFM-PL4, a protease inhibitor

for treatment of Coronavirus infections

Note 2 – Basis of Presentation

The unaudited consolidated financial

statements of the Company for the three and six months periods ended June 30, 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.

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, 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 and August 8, 2024, the Company completed a 1-for-100

and a 1-for-20 reverse split of its common stock, respectively (the “Reverse Splits”).

The share amounts, warrants, and related

parameters specified in this report have been adjusted to reflect both Reverse Splits on a retroactive basis.

Note 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 .

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 offering consisted of 35,714 Units, consisting of (i) 13,214 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) 22,500 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

$280.00 per Common Unit and $278.00 per Pre-Funded Unit.

The Pre-Funded Warrants have an exercise price of $2.00 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 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 was $4,200.00 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 was exercisable on a cashless

basis for two shares of common stock.

The Series A Warrants were exercisable immediately and expire 30 months after the initial issuance

The initial exercise price of each Series B Warrant was $4,760.00 per share of common stock.

The Series B Warrants are exercisable

7 unchanged sentences

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.

(“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

In 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 415 Series A Warrants and 830 Series B Warrants.

On February 13, 2024, the Company obtained stockholder approval for

(i) adjustment of the number of underlying shares and exercise price for both the Series A Warrants and the Series B warrants, and (ii)

the alternate cashless exercise provision for the Series A warrants.

As of June 30, 2024, all of the Pre-Funded Warrants and all of the

Series A warrants have been exercised resulting in the Company issuing 22,500 and 1,120,784 shares of common stock, respectively.

connection with such exercises, the Company received net proceeds of $ 45,000 and $ 0 , respectively.

As of August 16, 2024, the only securities remaining

outstanding in connection with this offering are 13,612,927 Series B Warrants exercisable at $ 2.7879 per share.

These warrants are subject

to further adjustments per the Series B Warrant Agreement.

Note 4 – Acquisition of Nora Pharma

On October 20, 2022, the Company acquired all of the issued and outstanding

shares of Nora Pharma Inc.

(“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 1,850 shares of the Company’s

common stock valued at $ 4,514,000 or $2,440 per share.

Nora Pharma sells generic pharmaceutical products in Canada.

Nora Pharma’s operations are authorized by a Drug Establishment

License issued by Health Canada.

following table summarizes the allocation of the purchase price as of October 20, 2022, the acquisition date using Nora Pharma’s

balance sheet assets and liabilities:

Nora Pharma’s

operations are authorized by a Drug Establishment License issued by Health Canada.

The following table summarizes the allocation

of the purchase price as of October 20, 2022, the acquisition date using Nora Pharma’s balance sheet assets and liabilities:

Schedule of allocation of purchase price

5 unchanged sentences

Total Consideration

value of the 37,000 common shares issued as part of the consideration paid for Nora Pharma was determined based on the closing market

price of the Company’s common shares on the acquisition date, October 20, 2022 ($122.00 per share).

Company impaired 100% of the goodwill amount in 2022 and plans to depreciate the intangible assets as detailed in Note 5 below.

The value of the 1,850 common shares issued as part of the consideration

paid for Nora Pharma was determined based on the closing market price of the Company’s common shares on the acquisition date, October

20, 2022 ($2,440 per share).

The Company impaired 100% of the goodwill amount in 2022 and plans

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

As part of the consideration paid for Nora

2 unchanged sentences

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

Malek Chamoun, the Seller of Nora Pharma and its current President.

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.

5 unchanged sentences

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

The current remaining earn-out

balance is $ 479,207

The current remaining earn-out balance is $ 479,207

CAD (approximately $ 354,968

5 – Intangible Assets

Note 5 – Intangible Assets

Intangible assets, net consisted of the following:

4 unchanged sentences

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:

June 30, 2024, the estimated amortization amounts of the Company’s intangible assets for each of the next five years are

Schedule of estimated amortization expense

6 – Reverse Stock Splits

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

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.

Note 6 – Reverse Stock Splits

Effective April 17, 2024 and August 8, 2024,

the Company completed a 1-for-100 and a 1-for-20 reverse split of its common stock (the “Reverse Splits”).

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 five (5)

reverse stock splits on a retroactive basis for all periods presented and for all references to common stock, unless specifically

stated otherwise.

Note 7 – Capital Stock

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

As of June 30, 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.

Pursuant to the

public offering, the Company issued and sold an aggregate of 18,824 shares of common stock and 41,022 warrants to purchase shares

of common stock (the “Tradeable Warrants”).

February 22, 2022, the Company redeemed 990,000

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

The remaining 10,000 shares of Series B Preferred Stock could not be voted pursuant to a warrant agent agreement relating to the

Tradeable Warrants (the “Warrant Agent Agreement”).

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

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

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

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

In connection with this private placement,

the Company issued (i) 23,014 shares of its common stock together with investor warrants (“Investor Warrants”) to

purchase up to 23,014 shares of common stock, and (ii) 13,023 pre-funded warrants (“Pre-Funded Warrants”) with

each Pre-Funded Warrant exercisable for one share of common stock, together with Investor Warrants to purchase up to 130,225 shares

of common stock.

Each share of common stock and accompanying Investor Warrant was sold together at a combined offering price of $222.00

and each Pre-Funded Warrant and accompanying Investor Warrant were sold together at a combined offering price of $221.9.

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 Investor Warrants have an exercise price of $222.00 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.

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) 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.

These shares were valued

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 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.

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 June 30, 2024, 130,000

shares of Series B Preferred Stock were outstanding and held by the Company’s Chief Executive Officer.

On February 17, 2022, the Company completed a public offering and received

net proceeds of $ 6,833,071 from the offering.

Pursuant to the public offering, the Company issued and sold an aggregate of 941 shares

of common stock and 20,051 warrants to purchase shares of common stock (the “Tradeable Warrants”).

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

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

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

the Series B Preferred Stock, as well as to lower the exercise price of the Tradeable Warrants from $4,440 to $220.00.

The Company entered

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

On March 14, 2022, the Company completed a private placement and received

net proceeds of $ 6,781,199 .

In connection with this private placement, the Company issued (i) 1,150 shares of its common stock together

with investor warrants (“Investor Warrants”) to purchase up to 1,150 shares of common stock, and (ii) 651 pre-funded warrants

(“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock, together with Investor Warrants

to purchase up to 6,511 shares of common stock.

Each share of common stock and accompanying Investor Warrant was sold together at a combined

offering price of $4,440.00 and each Pre-Funded Warrant and accompanying Investor Warrant were sold together at a combined offering price

of $4,438.00.

The Pre-Funded Warrants were immediately exercisable, at an exercise price of $2.00, and may be exercised at any time until

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

The Investor Warrants have an exercise price of $4,440.00 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.

On 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) 1,236 shares of its common

stock together with warrants (“April Warrants”) to purchase up to 2,472 shares of common stock, and (ii) 1,195 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 2,390 shares of common stock.

Each share of common stock and accompanying two April Warrants were sold together

at a combined offering price of 8,020.00 and each Pre-Funded Warrant and accompanying two April Warrants were sold together at a combined

offering price of $8,018.00.

The Pre-Funded Warrants were immediately exercisable, at an exercise price of $2.00, 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 $7,520.00 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.

On October 20, 2022, the Company issued 1,850 shares of common stock

as part of the acquisition of Nora Pharma.

These shares were valued at $ 4,514,000 , or 2,440.00 per share.

On January 19, 2023, the Company announced a stock repurchase program

of up to $ 2 million (“Stock Repurchase Program”).

During the six months ended June 30, 2023, the Company repurchased a total

of 2,228 shares of common stock at an average price of $2,274.20 per share for a total cost of $ 506,822 .

The 2,228 repurchased common

shares were cancelled and returned to treasury reducing the number of issued and outstanding shares from 11,292 to 9,064.

On 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) 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.

Company has declared no dividends since inception.

Company accounts for issued warrants either as a liability or equity in accordance with ASC 480-10 or ASC 815-40.

Under ASC 480-10, warrants

are considered a liability if they are mandatorily redeemable and they require settlement in cash, other assets, or a variable number

If warrants do not meet liability classification under ASC 480-10, the Company considers the requirements of ASC 815-40 to

determine whether the warrants should be classified as a liability or as equity.

Under ASC 815-40, contracts that may require settlement

for cash are liabilities, regardless of the probability of the occurrence of the triggering event.

Liability-classified warrants are

measured at fair value on the issuance date and at the end of each reporting period.

Any change in the fair value of the warrants after

the issuance date is recorded in the consolidated statements of operations as a gain or loss.

If warrants do not require liability classification

under ASC 815-40, in order to conclude warrants should be classified as equity, the Company assesses whether the warrants are indexed

to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP standard.

Equity-classified

warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

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

connection with the private placement, the Company issued (i) 1,225 shares of common stock, (ii) 1,751 pre-funded warrants (the “May

Pre-Funded Warrants”), and (iii) investor warrants (the “May Warrants”) to purchase up to 5,952 shares of common stock.

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

$1,680.00 and each May Pre-Funded Warrant and accompanying two May Warrants were sold together at a combined offering price of $1,678.00.

The May Pre-Funded Warrants are immediately exercisable, at an exercise price of $2.00, 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 $1,180.00 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.

In 2022 and 2023, the Company issued a total of 5,396 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 34 shares of common

stock under the Stock Repurchase Program announced on January 19, 2023, at an average price of $1,009.20 per share for a total cost of

In October 2023, the 34 repurchased common shares were cancelled and returned to treasury reducing the number of issued and outstanding

shares from 12,873 to 12,839.

On November 16, 2023, the Company issued 1,173 shares of common stock

and received net proceeds of $ 2,346 in connection with the exercise of all 1,173 remaining May Pre-Funded Warrants at an exercise price

of $2.00 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.

On February 15, 2024, the Company completed an underwritten public

offering and in connection therewith it issued an aggregate of 35,714 shares of common stock, of which 22,500 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.

As of June 30, 2024 and December 31,

2023, the Company had a total of 1,170,510 and 14,012

shares of common stock issued and outstanding, respectively.

The Company has declared no dividends since inception.

Note 8 – Warrants

The Company accounts for issued warrants either as a liability or equity

in accordance with ASC 480-10 or ASC 815-40.

Under ASC 480-10, warrants are considered a liability if they are mandatorily redeemable

and they require settlement in cash, other assets, or a variable number of shares.

If warrants do not meet liability classification under

ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the warrants should be classified as a liability

or as equity.

Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence

of the triggering event.

Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting

Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations

as a gain or loss.

If warrants do not require liability classification under ASC 815-40, in order to conclude warrants should be classified

as equity, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity

under ASC 815-40 or other applicable GAAP standard.

Equity-classified warrants are accounted for at fair value on the issuance date with

no changes in fair value recognized after the issuance date.

In 2022, 2023, and during the six months ended

June 30, 2024, the Company completed five (5) financing events, and in connection therewith, it issued warrants as follows:

of warrants issued with financing

Exercise Price

1 unchanged sentence

Tradeable Warrants

February 2027

Investor Warrants

1 unchanged sentence

May Pre-Funded Warrants

Investor Warrants

May Investor Warrants

2024 Pre-Funded Warrants

1 unchanged sentence

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

$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 as of May 20, 2024 consisted of the following:

Schedule of warrants outstanding

_______________________

Subject to adjustments per the Series A and Series B

Warrant Agreements.

As of June 30, 2024, all of the 2022 Pre-Funded Warrants, all of the

May Pre-Funded Warrants, all of the 2024 Pre-Funded Warrants, a total of 1,569 Tradeable Warrants, 1,401 Investor Warrants, and all of

the Series A Warrants were exercised resulting in aggregate proceeds of $ 13,241,681 received by the Company.

On February 11, 2024, the Company redeemed all of the April Warrants

and all of the May Investor Warrants for an aggregate purchase price of $ 3,139,651 .

The Company’s outstanding warrants as of August 16, 2024 consisted

of the following:

of warrants outstanding

Exercise Price

Tradeable Warrants

February 2027

Investor Warrants

16,319,444 **

Series B Warrants

_____________________

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.

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:

As adjusted and subject to further adjustments per the Series B Warrant Agreements.

Note 9 – Earnings Per Share

The following table sets forth the computation of basic and diluted

net income per share for the quarters ended June 30:

Schedule of earnings per share computation

Net gain (loss) attributable to common stock

gain (loss) attributable to common stock

$ ( 494,300 )

$ ( 902,108 )

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

Basic weighted average

outstanding shares of common stock

common share equivalents

weighted average outstanding shares of common stock

gain (loss) per share attributable to common stock

Note 10 – Lease

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

9 unchanged sentences

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:

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 June 30, 2024, were as follows:

Schedule of lease information

Operating lease ROU asset

Operating lease liability - Short-term

Operating lease liability - Long-term

Operating lease

Operating lease liability

Remaining lease term

5 years 9 months

Discount rate

2 unchanged sentences

resulting from deferred rent.

Maturities of lease liabilities under non-cancellable

operating leases at March 31, 2024 are as follows:

Maturities of lease liabilities under non-cancellable operating leases

at June 30, 2024 are as follows:

Schedule of maturities of lease liabilities

11 – Management and Director Compensation

Note 11 – Management and Director

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

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

Effective April 17, 2024, the Company completed

totaling $ 1,120,356 and $ 225,000 , and $ 1,382,842 and $ 1,045,000 for the three and six months periods ended June 30, 2024 and 2023, respectively.

Of the $1,382,842 amount, $ 400,000 was paid to Advanomics Corporation, a company controlled by the CEO of the Company.

The Company paid its directors aggregate cash

compensation totaling $ 100,000 for

each of the three months periods ended June 30, 2024 and 2023, and $ 200,000

for each of the six months periods ended June 30, 2024 and 2023.

Note 12 – Income Taxes

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.

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.

income tax (expense) / benefit of $ 343,691 and $ 321,338 for the three and six months ended June 30, 2024, respectively, is primarily

due to operations outside of the United States and changes in valuation allowance related to certain deferred tax assets generated or

utilized in the applicable period.

income tax (expense) / benefit $ ( 87,677 ) and $ ( 133,947 ) for the three and six months ended June 30, 2023, respectively, is primarily

due to operations outside of the United States and changes in valuation allowance related to certain deferred tax assets generated or

utilized in the applicable period.

tax assets are regularly reviewed for recoverability by jurisdiction and valuation allowances are established based on historical and

projected future taxable losses and the expected timing of the reversal of existing temporary differences.

The Company as recorded valuation

allowances against the majority of its deferred tax assets of June 30, 2024, and the Company expects to maintain these valuation allowances

until there is sufficient evidence that future earnings can be achieved, which is uncertain at this time.

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 tax laws.

Note 13 – Subsequent Events

Effective August 8, 2024, the Company completed

a 1-for-20 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.

As a result of the Reverse Split, the exercise price of

Series B Warrants adjusted to $2.7879 per share and the number of Series B Warrants adjusted to 13,612,927.

All share amounts, warrants,

and related parameters specified in this report have been adjusted to reflect the Reverse Split.

Subsequent to June 30, 2024, the Company issued 53,831 shares of

common stock upon the exercise of 53,831 Series B Warrants and received $150,075 in net proceeds.

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