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Item 2. Management’s Discussion and Analysis

2024-11-05 compared with 2024-08-16 · 289 added, 280 removed, 65 unchanged (90% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in

conjunction with our consolidated financial statements and notes thereto included herein.

This discussion includes forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities

Exchange Act of 1934, as amended, or the Exchange Act.

The statements regarding Sunshine Biopharma, Inc.

contained in this Report that

are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,”

“likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,”

or comparable terminology, are forward-looking statements based on current expectations and assumptions, and entail various risks and

uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements.

factors known to us that could cause such material differences are identified in this report and in our annual report on Form 10-K for

the year ended December 31, 2023.

We undertake no obligation to correct or update any forward-looking statements, whether as a result

of new information, future events or otherwise, except as may be required under applicable law.

You are advised, however, to consult

any future disclosures we make on related subjects in future reports we file with the SEC.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following

discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein.

This discussion

includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act,

and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

The statements contained in this Report that are not historical in nature, particularly those that utilize terminology such as “may,”

“will,” “should,” “likely,” “expects,” “anticipates,” “estimates,”

“believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations

and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed

in such forward-looking statements.

Important factors known to us that could cause such material differences are identified in this report

and in our annual report on Form 10-K for the year ended December 31, 2023.

We undertake no obligation to correct or update any forward-looking

statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

advised, however, to consult any future disclosures we make on related subjects in future reports we file with the SEC.

About Sunshine Biopharma

We are a pharmaceutical company offering and researching life-saving

medicines in a wide variety of therapeutic areas, including oncology and antivirals.

We operate two wholly owned subsidiaries:

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

In addition, we are conducting a proprietary drug development program

which is comprised of (i) K1.1 mRNA targeted for liver cancer, (ii) SBFM-PL4, PLpro protease inhibitor for SARS Coronavirus infections,

and (iii) Adva-27a for pancreatic cancer.

Development of the latter has been paused pending further analysis of unfavorable in vitro results

obtained in the second half of 2023.

See “Drugs in Development” below.

We were incorporated in the State of Colorado on August 31, 2006, and

on October 15, 2009, we acquired Sunshine Biopharma, Inc.

in a transaction classified as a reverse acquisition.

We are a pharmaceutical

company offering and researching life-saving medicines in a wide variety of therapeutic areas, including oncology and antivirals.

operate two wholly owned subsidiaries:

(i) Nora Pharma Inc.

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

In addition, we

are conducting a proprietary drug development program which is comprised of (i) K1.1 mRNA targeted for liver cancer, (ii) SBFM-PL4, a

PLpro protease inhibitor for SARS Coronavirus infections, and (iii) Adva-27a for pancreatic cancer.

Development of the latter has been

paused pending further analysis of unfavorable in vitro results obtained in the second half of 2023.

See “Drugs in Development”

We were incorporated

in the State of Colorado on August 31, 2006, and on October 15, 2009, we acquired Sunshine Biopharma Inc.

in a transaction classified

as a reverse acquisition.

Sunshine Biopharma Inc.

held an exclusive license to a new anticancer drug bearing the laboratory name, Adva-27a (the “License Agreement”).

Upon completion

of the reverse acquisition, we changed our name to Sunshine Biopharma, Inc.

and began operating as a pharmaceutical company.

In December 2015, we acquired all worldwide issued (US Patent Number

8,236,935, and 10,272,065) and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029 for the Adva-27a anticancer compound and

terminated the License Agreement.

Development of Adva-27a has recently been paused pending further analysis of unexpected in vitro results

obtained in the latter part of 2023.

held an exclusive license to a new anticancer drug bearing the laboratory name, Adva-27a

(the “License Agreement”).

Upon completion of the reverse acquisition, we changed our name to Sunshine Biopharma Inc.

began operating as a pharmaceutical company.

In December 2015,

we acquired all issued (US Patent Number 8,236,935, and 10,272,065) and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029

for the Adva-27a anticancer compound and terminated the License Agreement.

Development of Adva-27a has recently been paused pending further

analysis of unexpected in vitro results obtained in the latter part of 2023.

See “Drugs in Development” below.

In early 2020, we initiated a new R&D project focused on the development

of a treatment for COVID-19 and on May 22, 2020, we filed a provisional patent application in the United States for the new coronavirus

The patent application covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus

protease, Mpro.

On April 30, 2021, we filed a PCT application containing new research results and extending coverage to include the Coronavirus

Papain-Like protease, PLpro.

In June 2021, we initiated another R&D project in which we set

out to determine if certain mRNA molecules can be used as anticancer agents.

The data obtained for mRNA molecules bearing the laboratory

name K1.1 became the subject of a new patent application filed in April 2022.

On October 20, 2022, we acquired Nora Pharma Inc.

(“Nora Pharma”),

a Canadian generic pharmaceuticals company based in the greater Montreal area.

Nora Pharma has 46 employees and operates in a 23,500 square

foot facility certified by Health Canada.

Nora Pharma currently has 61 generic prescription drugs on the market in Canada and is planning

to launch 32 additional generic prescription drugs in 2024 and 2025.

In early 2020, we

initiated a new R&D project focused on the development of a treatment for COVID-19 and on May 22, 2020, we filed a provisional patent

application in the United States for the new coronavirus treatment.

The patent application covers composition subject matter pertaining

to small molecules for inhibition of the main Coronavirus protease, Mpro.

On April 30, 2021, we filed a PCT application containing new

research results and extending coverage to include inhibitors for the Coronavirus Papain-Like protease, PLpro.

In June 2021, we

initiated another R&D project in which we set out to determine if certain mRNA molecules can be used as anticancer agents.

obtained for mRNA molecules bearing the laboratory name K1.1 became the subject of a new patent application filed in April 2022.

On October 20,

2022, we acquired Nora Pharma, a Canadian generic pharmaceuticals company based in the greater Montreal area.

Nora Pharma has 46

employees and operates in a 23,500 square foot facility certified by Health Canada.

Nora Pharma currently has 63 generic

prescription drugs on the market in Canada and is planning to launch 32 additional generic prescription drugs in the remainder of

2024 and 2025.

Products on the Market

Through Nora Pharma we currently have the following generic prescription

drugs on the market in Canada:

Through Nora Pharma we currently have

the following generic prescription drugs on the market in Canada:

Action/Indication

43 unchanged sentences

Central nervous system

________________

Cardiovascular

Central nervous system

Cardiovascular

Telmisartan HCTZ

Cardiovascular

Micardis Plus®

Anticonvulsant

Acetaminophen

nervous system

Smoking cessation

Zoledronic Acid*

Central nervous system

*Sold through distribution agreements

In addition to the 61 drugs currently on the market, we have 32 additional

drugs scheduled to be launched in 2024 and 2025.

These new drugs will address various human health areas including cardiovascular, oncology,

gastroenterology, central nervous system, diabetes, urology, endocrinology, anti-infective, and anti-inflammatory.

Among the new drugs

to be launched in 2024 is NIOPEG®, a biosimilar of NEULASTA®.

Like NEULASTA®, NIOPEG® is a long-acting form of recombinant

human granulocyte colony-stimulating factor (filgrastim).

It is indicated to decrease the incidence of infection in patients with non-myeloid

malignancies receiving anti-neoplastic therapy.

Nora Pharma received Health Canada marketing approval for NIOPEG® on April 17, 2024.

NIOPEG® is anticipated to be on the market in Canada in October 2024.

We believe the addition of these new products to our existing portfolio

will strengthen our presence in the Canadian $9.7 billion a year generic drugs market and provide us with greater access to pharmacies

as we become more of a go-to supplier for every-day and specialty medicines.

addition to the 63 drugs currently on the market, we have 32 additional

drugs scheduled to be launched in Q4 2024 and in 2025.

These new drugs will address various human health areas including cardiovascular,

oncology, gastroenterology, central nervous system, diabetes, urology, endocrinology, anti-infective, and anti-inflammatory.

new drugs to be launched in 2024 is NIOPEG®, a biosimilar of NEULASTA®.

Like NEULASTA®, NIOPEG® is a long-acting form

of recombinant human granulocyte colony-stimulating factor (filgrastim).

It is indicated to decrease the incidence of infection in patients

with non-myeloid malignancies receiving anti-neoplastic therapy.

Nora Pharma received Health Canada marketing approval for NIOPEG®

on April 17, 2024.

NIOPEG® is anticipated to be on the market in Canada in Q4 2024.

We believe the addition

of these new products to our existing portfolio will strengthen our presence in the Canadian $9.7 billion a year generic drugs market

and provide us with greater access to pharmacies as we become more of a go-to supplier for every-day and specialty medicines.

Drugs in Development

The following table summarizes our proprietary drugs in development:

The following table summarizes our proprietary

drugs in development:

Adva-27a (Small Molecule)

6 unchanged sentences

Animal Testing

_____________

*See “ Adva-27a Anticancer Compound ”

Adva-27a Anticancer Compound

Adva-27a is a small molecule designed for the treatment of aggressive

forms of cancer.

A Topoisomerase II inhibitor, Adva-27a has been shown to be effective at destroying Multidrug Resistant Cancer cells

including Pancreatic Cancer cells, Breast Cancer cells, Small-Cell Lung Cancer cells and Uterine Sarcoma cells (Published in ANTICANCER

RESEARCH, Volume 32, Pages 4423-4432, October 2012).

We are the direct owner of all patents pertaining to Adva-27a including U.S.

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

In December 2022, we entered into a research

agreement with the Jewish General Hospital (“JGH”), to conduct the IND-enabling studies of Adva-27a (the “Research

In August 2023, we were informed by the JGH that the laboratory test results of the Adva-27a molecule

were not favorable.

After conclusion of an internal review of the laboratory results on November 2, 2023, we provided notice to JGH

of termination of the Research Agreement.

We have paused the IND-enabling studies of Adva-27a pending a review of the results and

the possibility of chemical modification of the compound to address the suboptimal performance of the molecule in certain

K1.1 Anticancer mRNA

In June 2021, we initiated a new research project in which we set out

to determine if certain mRNA molecules can be used as anti-cancer agents.

The data collected to date have shown that a selected group

of mRNA molecules are capable of destroying cancer cells in vitro including multidrug resistant breast cancer cells (MCF-7/MDR), ovarian

adenocarcinoma cells (OVCAR-3), and pancreatic cancer cells (SUIT-2).

Studies using non-transformed (normal) human cells (HMEC cells)

showed that these mRNA molecules had little cytotoxic effects.

These new mRNA molecules, bearing the laboratory name K1.1, are readily

adaptable for delivery into patients using the mRNA vaccine technology.

In April 2022, we filed a provisional patent application in the

United States covering the subject mRNA molecules.

In November 2022, we concluded an agreement with a specialized commercial

partner for the purposes of formulating our K1.1 mRNA molecules into lipid nanoparticles (“LNP”) for use to conduct xenograft

mice studies.

The initial results of our xenograft mice studies indicate that our K1.1 mRNA-LNP is effective at reducing the size of liver

cancer xenograft tumors in mice.

We are currently seeking to confirm these results by conducting additional xenograft experiments on a

broader scale and in more detailed dose-response studies.

SBFM-PL4 SARS Coronavirus Treatment

The initial genome expression products following infection by Betacoronavirus,

the causative agent of COVID-19, are two large polyproteins, referred to as pp1a and pp1ab.

These two polyproteins are cleaved at 15 specific

sites by two virus encoded proteases, called Mpro and PLpro, to generate 16 different non-structural proteins essential for viral replication.

Mpro and PLpro represent attractive anti-viral drug development targets as they play a central role in the early stages of viral replication.

PLpro is of particular interest as a therapeutic target in that, in addition to processing essential viral proteins, it is also responsible

for suppression of the human immune system making the virus more life-threatening.

PLpro is present only in Betacoronaviruses, the subgroup

of Coronaviruses represented by the highly pathogenic SARS-CoV, MERS-CoV, and SARS-CoV-2.

Our Anti-Coronavirus research effort has been focused on developing

an inhibitor of PLpro and, on May 22, 2020, we filed a patent application in the United States covering composition subject matter pertaining

to small molecules for inhibition of the Coronavirus PLpro as well as Mpro.

In February 2022, we expanded our PLpro inhibitors research effort

by entering into a research agreement with the University of Arizona for the purposes of conducting research focused on determining the

in vivo safety, pharmacokinetics, and dose selection properties of three University of Arizona owned PLpro inhibitors, to be followed

by efficacy testing in mice infected with SARS-CoV-2 (the “Research Project”).

Under the agreement, the University of Arizona

granted us a first option to negotiate a commercial, royalty-bearing license for all intellectual property developed by University of

Arizona under the Research Project.

In addition, we and the University of Arizona have entered into an option agreement (the “Option

Agreement”) whereby we were granted a first option to negotiate a royalty-bearing commercial license for the underlying technology

of the Research Project.

On September 13, 2022, we exercised our options, and on February 24, 2023, we entered into an exclusive worldwide

license agreement with the University of Arizona for all of the technology related to the Research Project.

We have recently broadened our objective to include the development

of an injectable drug candidate of first-in-class PLpro inhibitor to treat SARS-CoV2 and potentially SARS-CoV and MERS-CoV infection in

patients who could not use Paxlovid, Molnupiravir, or Remdesivir, due to concerns about drug interactions and possible ‘rebound’

infections and other side effects.

* See “ Adva-27a Anticancer

Compound ” below

Adva-27a Anticancer

Adva-27a is a small

molecule designed for the treatment of aggressive forms of cancer.

A Topoisomerase II inhibitor, Adva-27a has been shown to be effective

at destroying Multidrug Resistant Cancer cells including Pancreatic Cancer cells, Breast Cancer cells, Small-Cell Lung Cancer cells and

Uterine Sarcoma cells (Published in ANTICANCER RESEARCH, Volume 32, Pages 4423-4432, October 2012).

We are the direct owner of all patents

pertaining to Adva-27a including U.S.

Patents Number 8,236,935 and 10,272,065.

In December 2022,

we entered into a research agreement with the Jewish General Hospital (“JGH”), to conduct the IND-enabling studies of Adva-27a

(the “Research Agreement”).

In August 2023, we were informed by the JGH that the laboratory test results of the Adva-27a

molecule were not favorable.

After conclusion of an internal review of the laboratory results on November 2, 2023, we provided notice

to JGH of termination of the Research Agreement.

We have paused the IND-enabling studies of Adva-27a pending a review of the results

and the possibility of chemical modification of the compound to address the suboptimal performance of the molecule in certain studies.

K1.1 Anticancer

In June 2021, we

initiated a new research project in which we set out to determine if certain mRNA molecules can be used as anti-cancer agents.

collected to date have shown that a selected group of mRNA molecules are capable of destroying cancer cells in vitro including multidrug

resistant breast cancer cells (MCF-7/MDR), ovarian adenocarcinoma cells (OVCAR-3), and pancreatic cancer cells (SUIT-2).

Studies using

non-transformed (normal) human cells (HMEC cells) showed that these mRNA molecules had little cytotoxic effects.

These new mRNA molecules,

bearing the laboratory name K1.1, are readily adaptable for delivery into patients using the mRNA vaccine technology.

In April 2022,

we filed a provisional patent application in the United States covering the subject mRNA molecules.

In November 2022,

we concluded an agreement with a specialized commercial partner for the purposes of formulating our K1.1 mRNA molecules into lipid nanoparticles

(“LNP”) for use to conduct xenograft mice studies.

The initial results of our xenograft mice studies indicate that our K1.1

mRNA-LNP is effective at reducing the size of liver cancer xenograft tumors in mice.

We are currently seeking to confirm these results

by conducting additional xenograft experiments on a broader scale and in more detailed dose-response studies.

SBFM-PL4 SARS Coronavirus

The initial genome

expression products following infection by Betacoronavirus, the causative agent of COVID-19, are two large polyproteins, referred to

as pp1a and pp1ab.

These two polyproteins are cleaved at 15 specific sites by two virus encoded proteases, called Mpro and PLpro, to

generate 16 different non-structural proteins essential for viral replication.

Mpro and PLpro represent attractive anti-viral drug development

targets as they play a central role in the early stages of viral replication.

PLpro is of particular interest as a therapeutic target

in that, in addition to processing essential viral proteins, it is also responsible for suppression of the human immune system making

the virus more life-threatening.

PLpro is present only in Betacoronaviruses, the subgroup of Coronaviruses represented by the highly

pathogenic SARS-CoV, MERS-CoV, and SARS-CoV-2.

Our Anti-Coronavirus

research effort has been focused on developing an inhibitor of PLpro and, on May 22, 2020, we filed a patent application in the United

States covering composition subject matter pertaining to small molecules for inhibition of the Coronavirus PLpro as well as Mpro.

In February 2022,

we expanded our PLpro inhibitors research effort by entering into a research agreement with the University of Arizona for the purposes

of conducting research focused on determining the in vivo safety, pharmacokinetics, and dose selection properties of three University

of Arizona owned PLpro inhibitors, to be followed by efficacy testing in mice infected with SARS-CoV-2 (the “Research Project”).

Under the agreement, the University of Arizona granted us a first option to negotiate a commercial, royalty-bearing license for all intellectual

property developed by University of Arizona under the Research Project.

In addition, we and the University of Arizona have entered into

an option agreement (the “Option Agreement”) whereby we were granted a first option to negotiate a royalty-bearing commercial

license for the underlying technology of the Research Project.

On September 13, 2022, we exercised our options, and on February 24, 2023,

we entered into an exclusive worldwide license agreement with the University of Arizona for all of the technology related to the Research

We have recently

broadened our objective to include the development of an injectable drug candidate of first-in-class PLpro inhibitor to treat SARS-CoV2

and potentially SARS-CoV and MERS-CoV infection in patients who could not use Paxlovid, Molnupiravir, or Remdesivir, due to concerns

about drug interactions and possible ‘rebound’ infections and other side effects.

Intellectual Property

We are the sole owner of all rights pertaining to Adva-27a.

rights are covered by PCT/FR2007/000697 and PCT/CA2014/000029.

The patent applications filed under these two PCT's have been issued in

the United States under US Patent Number 8,236,935 and 10,272,065.

On May 22, 2020, we filed a provisional patent application in the United

States for a new treatment for Coronavirus infections.

Our patent application covers composition subject matter pertaining to small molecules

for inhibition of the main Coronavirus protease, Mpro, an enzyme that is essential for viral replication.

The patent application has a

priority date of May 22, 2020.

On April 30, 2021, we filed a PCT application containing new research results and extending coverage to

include the Coronavirus Papain-Like protease, PLpro.

The priority date of May 22, 2020 has been maintained in the newly filed PCT application.

On April 20, 2022, we filed a provisional patent application in the

United States covering mRNA molecules capable of destroying cancer cells in vitro.

The patent application contains composition and utility

subject matter pertaining to the structure and sequence of the relevant mRNA molecules.

Effective February 24, 2023, we became the exclusive, worldwide licensee

of the University of Arizona for three (3) patents related to small molecules which inhibit the Coronavirus protease, PLpro.

Our wholly owned subsidiary, Nora Pharma, owns 152 DIN’s issued

by Health Canada for prescription drugs currently on the market in Canada.

These DIN’s were secured through in-licenses or cross-licenses

from international manufacturers of generic pharmaceutical products.

In addition, we are the owner of four (4) NPN’s issued by Health

Canada including (i) NPN 80089663 which authorizes us to manufacture and sell our in-house developed OTC product, Essential•9, (ii)

NPN 80093432 which authorizes us to manufacture and sell the OTC product, Calcium-Vitamin D under the brand name Essential Calcium-Vitamin

D, (iii) NPN 80125047 which authorizes us to manufacture and sell the OTC product, L-Citrulline, and (iv) NPN 80127436 which authorizes

us to manufacture and sell the OTC product, Taurine.

We are the sole

owner of all rights pertaining to Adva-27a.

These patent rights are covered by PCT/FR2007/000697 and PCT/CA2014/000029.

The patent applications

filed under these two PCT's have been issued in the United States under US Patent Number 8,236,935 and 10,272,065.

On May 22, 2020,

we filed a provisional patent application in the United States for a new treatment for Coronavirus infections.

Our patent application

covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro, an enzyme that

is essential for viral replication.

The patent application has a priority date of May 22, 2020.

On April 30, 2021, we filed a PCT application

containing new research results and extending coverage to include the Coronavirus Papain-Like protease, PLpro.

The priority date of May

22, 2020 has been maintained in the newly filed PCT application.

On April 20, 2022,

we filed a provisional patent application in the United States covering mRNA molecules capable of destroying cancer cells in vitro.

patent application contains composition and utility subject matter pertaining to the structure and sequence of the relevant mRNA molecules.

Effective February

24, 2023, we became the exclusive, worldwide licensee of the University of Arizona for three (3) patents related to small molecules which

inhibit the Coronavirus protease, PLpro.

Our wholly owned

subsidiary, Nora Pharma, owns 152 DIN’s issued by Health Canada for prescription drugs currently on the market in Canada.

DIN’s were secured through in-licenses or cross-licenses from international manufacturers of generic pharmaceutical products.

In addition, we

are the owner of four (4) NPN’s issued by Health Canada including (i) NPN 80089663 which authorizes us to manufacture and sell

our in-house developed OTC product, Essential•9, (ii) NPN 80093432 which authorizes us to manufacture and sell the OTC product,

Calcium-Vitamin D under the brand name Essential Calcium-Vitamin D, (iii) NPN 80125047 which authorizes us to manufacture and sell the

OTC product, L-Citrulline, and (iv) NPN 80127436 which authorizes us to manufacture and sell the OTC product, Taurine.

Results of Operations

Comparison of

results of operations for the three months ended June 30, 2024 and 2023

During the three months ended June 30, 2024, we

generated $9,303,067 in sales, compared to $5,560,865 for the three months ended June 30, 2023, an increase of $3,742,202, or 67%.

increase is attributable to expanded marketing and sales efforts by our wholly owned subsidiary, Nora Pharma.

The direct cost for generating

these sales was $6,946,810 (75%) for the three months ended June 30, 2024, compared to $3,608,118 (65%) for the three months ended June

The increase in the cost of goods sold in 2024 is due to increased cost of manufacturing of the generic prescription drugs.

Our gross profit grew to $2,356,257 for the three months ended June 30, 2024, compared to $1,952,747 for the three months ended June 30,

and administrative expenses during the three-month period ended June 30, 2024, were $3,624,533, compared to $2,966,635 during the three-month

period ended June 30, 2023, an increase of $657,898.

The increase was due to increases in legal fees ($77,621), marketing ($123,148),

office expense ($293,595), R&D ($67,670), and salaries ($356,009).

The increase in salaries was due to the hiring of two (2) new

employees and a bonus paid to the CEO of the Company.

The only expense category that saw a decrease was consulting, which was reduced

Overall, we incurred a loss of $1,268,276 from our operations for the three months ended June 30, 2024, compared to a loss

of $1,013,888 from our operations in the three-month period ended June 30, 2023.

addition, we had interest income of $143,995 during the three months ended June 30, 2024, compared to net interest income of $203,049

during the three months ended June 30, 2023, as a result of less interest earned on cash on hand.

a result, we incurred a net loss of $494,300 ($9.94 per share) for the three months ended June 30, 2024, compared to a net loss of $902,108

($71.17 per share) for the three-month period ended June 30, 2023.

Comparison of results of operations

for the six months ended June 30, 2024 and 2023

During the six months ended June 30 2024, we generated

revenues of $16,844,113, compared to revenue of $10,454,918 for the six months ended June 30, 2023, an increase of $6,389,195, or 61%.

The increase is attributable to increased sales generated by our wholly owned subsidiary, Nora Pharma.

The direct cost for generating

these revenues was $12,133,519 for the six months ended June 30, 2024 (72%), compared to $6,674,049 (64%) for the six months ended June

The increase in the cost of goods sold in 2024 is due to an increase in the cost of manufacturing of generic prescription drugs.

Our gross profit increased to $4,710,594 for the six months ended June 30, 2024, compared to a gross profit of $3,780,869 for the same

period in 2023.

and administrative expenses during the six-month period ended June 30, 2024, were $7,378,640, compared to $6,660,398 during the six-month

period ended June 30, 2023, an increase of $718,242.

of results of operations for the three months ended September 30, 2024 and 2023

the three months ended September 30, 2024, we generated $8,435,178 in sales, compared to $5,957,668 for the three months ended September

30, 2023, an increase of $2,477,510, or 42%.

The increase is attributable to expanded marketing and sales efforts by our wholly owned

subsidiary, Nora Pharma.

The direct cost for generating these sales was $5,569,027 (66%) for the three months ended September 30, 2024,

compared to $3,967,412 (67%) for

the three months ended September 30, 2023.

Our gross profit grew to $2,866,151 for the three months ended September 30, 2024, compared

to $1,990,256 for the three months ended September 30, 2023.

General and administrative

expenses during the three-month period ended September 30, 2024, were $3,972,504, compared to $2,769,730 during the three-month period

ended September 30, 2023, an increase of $1,202,774.

The increase was due to increases in accounting fees ($68,422), consulting ($253,251),

marketing ($40,848), and salaries ($949,473).

The increase in salaries was due to the hiring of two (2) new employees and a bonus paid

to the CEO of the Company.

The only expense category that saw a decrease was R&D, which was reduced by $111,650.

Overall, we incurred

a loss of $1,106,353 from our operations for the three months ended September 30, 2024, compared to a loss of $779,474 from our operations

in the three-month period ended September 30, 2023.

In addition, we

had interest income of $108,614 during the three months ended September 30, 2024, compared to net interest income of $168,904 during

the three months ended September 30, 2023, as a result of less interest earned on cash on hand.

As a result, we

incurred a net loss of $1,197,803 ($0.94 per share) for the three months ended September 30, 2024, compared to a net loss of $651,482

($50.72 per share) for the three-month period ended September 30, 2023.

Comparison of results

of operations for the nine months ended September 30, 2024 and 2023

During the nine

months ended September 30, 2024, we generated revenues of $25,279,291, compared to revenue of $16,412,586 for the nine months ended September

30, 2023, an increase of $8,866,705, or 54%.

The increase is attributable to expanded marketing and sales efforts by our wholly owned

subsidiary, Nora Pharma.

The direct cost for generating these revenues was $17,702,546 for the nine months ended September 30, 2024 (70%),

compared to $10,641,461 (65%) for the nine months ended September 30, 2023.

The increase in the cost of sales in the nine-month

period of 2024 is related to greater retailer allowances offered to gain access to new regional markets.

Our gross profit increased to

$7,576,745 for the nine months ended September 30, 2024, compared to a gross profit of $5,771,125 for the same period in 2023.

General and administrative

expenses during the nine-month period ended September 30, 2024, were $11,351,144, compared to $9,369,203 during the nine-month period

ended September 30, 2023, an increase of $1,981,941.

The increase was a result of increases in accounting ($263,791), legal ($170,871),

marketing ($193,281), and office costs ($734,868).

The three expense categories that saw a decrease were salaries ($110,536), consulting

marketing ($234,129), office costs ($781,912), and salaries ($838,937).

The two expense categories that saw a decrease were consulting

($169,369), and R&D ($254,872).

Overall, we incurred a loss of $2,668,046 from our operations in the six-month period ended June 30,

Overall, we incurred a loss of $3,774,399 from our operations in the nine-month period ended September

30, 2024, compared to a loss from operations of $3,598,078 in the similar period of 2023.

addition, we had interest income of $288,084 during the six months ended June 30, 2024, compared to interest income of $416,930 during

the six months ended June 30, 2023.

In addition, we

had interest income of $396,453 during the nine months ended September 30, 2024, compared to interest income of $517,163 during the nine

months ended September 30, 2023.

The decrease was due to the Company having less cash on hand.

a result, we incurred a net loss of $1,778,101 ($43.48 per share) for the six-month period ended June 30, 2024, compared to a net loss

of $2,604,538 ($218.62 per share) for the six-month period ended June 30, 2023.

Liquidity and Capital Resources

As of June 30, 2024, we had cash and cash equivalents of $11,507,745.

Net cash used in operating activities was $7,762,942

during the six months ended June 30, 2024, compared to $5,628,146 during the six-month period ended June 30, 2023.

The increase was a

result of increased business activities by Nora Pharma.

Cash flows used in investing activities were $1,210,944

for the six months ended June 30, 2024, compared to $405,779 for the six months ended June 30, 2023.

The increase was the result of cash

invested in Nora Pharma to finance increase in inventory and expansion of product line.

Cash flows provided by financing activities were

$5,369,566 during the six months ended June 30, 2024, compared to $3,519,672 during the six months ended June 30, 2023.

The increase was

primarily a result of the approximately $10 million financing event completed in February 2024, compared to an approximately $5 million

financing event completed in May 2023.

We are not generating adequate revenues from our operations to fully

implement our business plan as set forth herein.

We believe our existing cash on hand will be sufficient to fund our pharmaceuticals sales

operations and research and development activities for the next 24 months.

There is no assurance our estimates will be accurate.

have no committed sources of capital and we anticipate that we will need to raise additional capital in the future, including for further

research and development activities and possibly clinical trials, as well as expansion of our generic pharmaceuticals operations.

capital may not be available on terms acceptable to us, or at all.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results

of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted

in the United States.

The preparation of these financial statements requires us to make estimates and judgments that affect the amounts

of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

On an on-going basis, we evaluate

our estimates based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent

from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

For a detailed list of significant accounting policies, please see

our annual report on Form 10-K for the fiscal year ended December 31, 2023, including our financial statements and notes thereto included

therein as filed with the SEC on March 28, 2024.

Recently Adopted Accounting Standards

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit

Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

119 and Update

to SEC Section on Effective Date Related to Accounting Standards Update No.

2016-02, Leases (Topic 842) which amends the effective date

of the original pronouncement for smaller reporting companies.

ASU 2016-13 and its amendments will be effective for the Company for interim

and annual periods in fiscal years beginning after December 15, 2022.

The Company believes the adoption will modify the way the Company

analyzes financial instruments, but it does not anticipate a material impact on results of operations.

The Company is in the process of

determining the effects adoption will have on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with

Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815

– 40), (“ASU 2020-06”).

ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics

of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

The ASU2020-06 amendments

are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

Early adoption is permitted,

but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company is

evaluating the impact of this guidance on its unaudited consolidated financial statements.

Off Balance-Sheet Arrangements

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide

the information under this item.

As a result, we

incurred a net loss of $2,975,904 ($13.61 per share) for the nine-month period ended September 30, 2024, compared to a net loss of $3,256,020

($265.71 per share) for the nine-month period ended September 30, 2023.

Liquidity and Capital

As of September

30, 2024, we had cash and cash equivalents of $12,206,655.

Net cash used in

operating activities was $9,123,898 during the nine months ended September 30, 2024, compared to $6,085,435 during the nine-month period

ended September 30, 2023.

The increase was a result of increased business activities by Nora Pharma.

Cash flows used

in investing activities were $1,789,312 for the nine months ended September 30, 2024, compared to $386,920 for the nine months ended

September 30, 2023.

The increase was the result of cash invested in Nora Pharma to finance increase in inventory and expansion of operations

and product line.

Cash flows provided

by financing activities were $7,235,518 during the nine months ended September 30, 2024, compared to $3,456,106 during the nine months

ended September 30, 2023.

The increase was primarily a result of the approximately $10 million financing event completed in February

2024, compared to an approximately $5 million financing event completed in May 2023.

We are not generating

adequate revenues from our operations to fully implement our business plan as set forth herein.

We believe our existing cash on hand

will be sufficient to fund our pharmaceuticals sales operations and research and development activities for the next 24 months.

is no assurance our estimates will be accurate.

We currently have no committed sources of capital and we anticipate that we will need

to raise additional capital in the future, including for further research and development activities and possibly clinical trials, as

well as expansion of our generic pharmaceuticals operations.

Additional capital may not be available on terms acceptable to us, or at

Critical Accounting

The discussion and

analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance

with accounting principles generally accepted in the United States.

The preparation of these financial statements requires us to make

estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets

and liabilities.

On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that

we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values

of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different

assumptions or conditions.

For a detailed list

of significant accounting policies, please see our annual report on Form 10-K for the fiscal year ended December 31, 2023, including

our financial statements and notes thereto included therein as filed with the SEC on March 28, 2024.

Recently Adopted Accounting

We have adopted all new accounting standards impacting operations.

Off Balance-Sheet

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and

are not required to provide the information under this item.

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 2. Management’s Discussion and Analysis