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Item 1. Financial Statements

2024-11-05 compared with 2024-08-16 · 388 added, 360 removed, 189 unchanged (80% of the section changed)

FINANCIAL STATEMENTS

Sunshine Biopharma Inc.

Consolidated Balance Sheets

September 30,

Current Assets:

23 unchanged sentences

shares authorized;

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

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

Common Stock, $ 0.001 par value per share;

3,000,000,000 shares authorized;

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

December 31, 2023, respectively

1,999,660 and

14,012 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Capital paid in excess of par value

Accumulated comprehensive income (loss)

Accumulated comprehensive income

Accumulated (Deficit)

3 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

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,

See Accompanying Notes To These Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

3 Months Ended

September 30,

9 Months Ended

September 30,

Cost of sales

6 unchanged sentences

( 3,598,078 )

( 2,879,529 )

Other Income (Expense):

13 unchanged sentences

Gain (Loss) from foreign exchange translation

( 1,379,155 )

Comprehensive Income (Loss)

3 unchanged sentences

$ ( 3,213,318 )

Basic (Loss) per common share

Basic and fully diluted (Loss) per common share

Weighted Average Common Shares Outstanding (Basic)

See Accompanying Notes To These Financial Statements

Biopharma, Inc.

Statements of Cash Flows (Unaudited)

Sunshine Biopharma Inc.

Consolidated Statements of Cash Flows

September 30,

Cash Flows From Operating Activities:

3 unchanged sentences

Depreciation and amortization

Foreign Exchange

Stock issued for services

2 unchanged sentences

( 4,201,955 )

( 1,221,112 )

Prepaid expenses

Accounts Payable & accrued expenses

( 1,103,502 )

Earn-out payable

( 2,547,831 )

( 1,084,169 )

Income tax payable

21 unchanged sentences

( 3,016,249 )

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 Financial Statements

Biopharma, Inc.

Statements of Shareholders' Equity (Unaudited)

Number Of Common

in Excess of Par

Number Of Preferred

See Accompanying Notes To These Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Shareholders'

Equity (Unaudited)

Number Of Common Shares

Capital Paid in Excess

Number Of Preferred Shares

Comprehensive

March 31, 2024

June 30, 2024

$ ( 683,050 )

$ ( 65,683,759 )

at June 30, 2024

Exercise of warrants

( 1,197,803 )

at September 30, 2024

$ ( 66,881,562 )

March 31, 2023

Balance June 30,

$ ( 62,004,152 )

stock and prefunded warrants issued in a private offering

at June 30, 2023

Repurchase stock

( 1,111,989 )

Months Periods

December 31, 2023

at September 30, 2023

$ ( 62,655,634 )

Stock issued to related party

stock and pre-funded warrants issued in an underwritten offering

Balance December

$ ( 63,905,658 )

Preferred Stock

issued to related party

Common stock and

pre-funded warrants issued in an underwritten offering

Exercise of warrants

Repurchase of warrants

( 3,139,651 )

1 unchanged sentence

( 2,975,904 )

at June 30, 2024

( 3,503,419 )

at September 30, 2024

$ ( 66,881,562 )

December 31, 2022

Balance December

$ ( 59,399,614 )

stock and prefunded warrants issued in a private offering

Repurchase stock

Common stock and

prefunded warrants issued in a private offering

Exercise of warrants

( 3,256,020 )

( 3,213,318 )

at June 30, 2023

at September 30, 2023

$ ( 62,655,634 )

Accompanying Notes To These Financial Statements

See 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.

Notes to Unaudited Consolidated Financial

For the Nine Months Ended September

30, 2024 and 2023

Note 1 – Description

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, 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.

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:

Sunshine Biopharma

operates two wholly owned subsidiaries:

(i) Nora Pharma Inc.

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

pharmaceutical products consisting of 63 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”)

The Company has determined that it has

two reportable segments:

Prescription Generic Pharmaceuticals

2 unchanged sentences

Products (“OTC Products)

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.

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)

Through September

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 Products.

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

immaterial at September 30, 2024.

The Company is not

subject to material customer concentration risks as it sells its products directly to pharmacies in several Canadian provinces.

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 resulted in updated generic

pricing for certain products which took effect on October 1, 2023.

The updated prices are valid for three years and the agreement may

be extended for an additional two years.

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

1 unchanged sentence

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.

for treatment of SARS Coronavirus infections

Note 2 – Basis

of Presentation

The unaudited consolidated

financial statements of the Company for the three and nine month periods ended September 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.

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, 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 1-for-100 and 1-for-20 reverse splits of its common stock, respectively (the “Reverse

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 .

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 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 per Common Unit and $278 per Pre-Funded Unit.

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

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.

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.

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 was $4,200 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 date.

The initial exercise price of each Series B Warrant

was $4,760 per share of common stock.

The Series B Warrants are exercisable immediately and expire 60 months after the initial issuance

(effective following 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.

The Series 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

the underlying shares remains effective.

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, 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.

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:

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 September

30, 2024, all of the Pre-Funded Warrants, all of the Series A warrants, and 678,865 Series B Warrants have been exercised resulting in

the Company issuing 22,500 , 1,120,784 , and 678,865 shares of common stock, respectively.

In connection with such exercises, the Company

received net proceeds of $ 45,000 , $ 0 , and $ 1,892,608 , respectively.

As of September

30, 2024, the only warrants remaining outstanding in connection with this offering are 12,934,062 Series B Warrants exercisable at $ 2.7879

The exercise price and number of underlying shares under the Series

B Warrants are subject to further adjustments.

Note 4 – Acquisition

of Nora Pharma Inc.

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 , $ 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

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

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

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 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.

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

the 1,850 shares issued as part of the consideration paid for Nora Pharma was determined based on the reverse splits adjusted

closing market price of the Company’s common stock on the acquisition date, October 20, 2022 ($2,440 per share).

See Note 6 – Reverse Stock Splits

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 Pharma, the Company agreed to a $ 5,000,000 CAD ($ 3,632,000 USD) earn-out payable to Mr.

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.

The total earn-out amount

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

During the fiscal year ended December 31, 2023, the Company paid an earn-out

of $ 1,084,169 for the fiscal year ended December 31, 2022.

On April 22, 2024, the Company paid an earn-out 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

Note 5 – Intangible Assets

Intangible assets, net consisted of the following:

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

$ 354,968 USD).

Note 5 – Intangible

Intangible assets, net consisted of the

Schedule of intangible assets

September 30,

Balance at beginning of the year

Purchase of additional intangible assets (licenses)

Purchase of additional intangible assets

Less accumulated amortization

Finite-lived intangible assets, net

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

of September 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

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

Note 6 – Reverse

Effective April 17, 2024 and August 8, 2024, the

Company completed 1-for-100 and 1-for-20 reverse splits of its common stock, respectively.

The Company had previously completed three

(3) reverse stock splits including a 1-for-200 reverse split on February 9, 2022, and two 1-for-20 reverse 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

The Company’s

authorized capital is comprised of 3,000,000,000

shares of common stock, par value $ 0.001 ,

1 unchanged sentence

shares of preferred stock, $ 0.10

As of June 30, 2024, the Company had authorized 1,000,000

As of September 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 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

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

to 1,000 votes per share.

As of September 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

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.

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 and each Pre-Funded Warrant and accompanying Investor Warrant were sold together at a

combined offering price of $4,438.

The Pre-Funded Warrants were immediately exercisable, at an exercise price of $2.00, and could be exercised

at any time until all of the Pre-Funded Warrants were exercised in full.

The Investor Warrants have an exercise price of $4,440 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 and each Pre-Funded Warrant and accompanying

two April Warrants were sold together at a combined offering price of $8,018.

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.

Warrants have an exercise price of $7,520 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 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 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.

proceeds received by the Company were $ 4,089,218 .

In 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 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

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

combined offering price of $1,680 and each May Pre-Funded Warrant and accompanying two May Warrants were sold together at a combined

offering price of $1,678.

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 .

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.

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 per

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

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 $ 34,321 .

In October 2023, the 34 repurchased 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.

On April 17, 2024,

the Company completed a 1-for-100 reverse split of its common stock.

In April and May

2024, the Company issued 1,120,784

shares of common stock in connection with the cashless exercise of all of the Series A Warrants

and received $ 0

in net proceeds.

On August 16, 2024,

the Company issued 150,285 shares of common stock in connection with the rounding up of fractional shares following the reverse stock

splits of April 17, 2024 and August 8, 2024.

In August and September

2024, the Company issued 678,865 shares of common stock in connection with the exercise of 678,865 Series B Warrants and received aggregate

net proceed of $ 1,892,608 .

As of September

30, 2024 and December 31, 2023, the Company had a total of 1,999,660 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

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.

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.

In 2022, 2023, and

during the nine months ended September 30, 2024, the Company completed five (5) financing events, and in connection therewith, it issued

warrants as follows:

Schedule of warrants issued

with financing

Exercise Price

8 unchanged sentences

Series B Warrants

_______________________

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

to adjustments per the Series A and Series B Warrant Agreements.

As of September

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, all of the Series A Warrants, and 678,865 Series B Warrants were exercised resulting in

aggregate net proceeds of $ 15,134,289 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 September 30, 2024 consisted of the following:

Schedule of warrants outstanding

Exercise Price

2 unchanged sentences

Series B Warrants

_____________________

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

gain (loss) attributable to common stock

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

Note 9 – Earnings

The following table sets forth the computation

of basic and diluted net income per share for the quarters ended September 30:

Schedule of computation

of basic and diluted net income per share

Net gain (loss) attributable to common stock

$ ( 1,197,803 )

$ ( 651,482 )

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

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

Note 10 – Lease

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

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 June 30, 2024, were as follows:

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 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 September 30, 2024, were as follows:

Schedule of lease information

3 unchanged sentences

Remaining lease term

years 3 months

Discount rate

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 June 30, 2024 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 September 30, 2024 are as follows:

Schedule of maturities of lease liabilities

Note 11 – Management and Director

The Company paid its officers cash compensation

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

Note 11 – Management

and Director Compensation

The Company paid its officers cash compensation totaling $ 240,176 and $ 245,000 ,

and $ 1,595,711 and $ 1,290,000 for the three- and nine-month periods ended September 30, 2024 and 2023, respectively.

Of the $1,595,711

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 September 30, 2024 and 2023, and

$ 300,000 for each of the nine-month periods ended September 30, 2024 and 2023.

Note 12 – Income

Income tax (expense) / benefit of $ ( 130,551 ) and $ 190,787 for the three and nine months ended September 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) of $ ( 40,952 ) and $ ( 174,899 ) for the three and nine months ended September 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.

The Company has recorded valuation

allowances against the majority of its deferred tax assets of September 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

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