What changed in this filing

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Item 9A. Controls and Procedures

2025-04-01 compared with 2024-03-28 · 353 added, 292 removed, 221 unchanged (74% of the section changed)

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our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024, at reasonable assurance

Management’s Annual Report on Internal Control Over Financial

Management’s Annual Report

on Internal Control Over Financial Reporting

Our management is responsible for establishing

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in Internal Control — Integrated Framework (2013).

No Attestation Report by Independent Registered

No Attestation Report by Independent

Registered Accountant

The effectiveness of our internal control over

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exemption from such requirement as a smaller reporting company.

Changes in Internal Controls over Financial

Changes in Internal Controls

over Financial Reporting

There were no changes in our internal control over

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OTHER INFORMATION

During the quarter ended December 31, 2023, no director or officer

of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408(a) of Regulation S-K.

During the quarter ended December 31, 2024, no

director or officer of the Company adopted

or terminated

a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item

408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors and Officers

The following individuals currently serve as our Board of Directors

and executive officers.

President, Chief Executive Officer and Chairman

President, Chief

Executive Officer and Chairman of the Board

Abderrazzak Merzouki

Chief Science Officer and Director

Chief Operating Officer and Director

Camille Sebaaly

Chief Financial Officer and Secretary

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Andrew Keller

Malek Chamoun

Chief Development Officer

Marc Beaudoin

Chief Operating Officer

Slilaty was appointed

as our chief executive officer and chairman of our board of directors on October 15, 2009.

Slilaty is an accomplished scientist

and business executive.

His scientific publications are widely cited.

Sunshine Biopharma is the third in a line of biotechnology companies

Chief Commercial Officer

Slilaty was appointed as our chief executive officer and chairman of our board

of directors on October 15, 2009.

Slilaty is an accomplished scientist and business executive.

His scientific publications are

widely cited.

Sunshine Biopharma is the third in a line of biotechnology companies that Dr.

Slilaty founded and managed.

The first, Quantum Biotechnologies Inc.

The first, Quantum

Biotechnologies Inc.

later known as Qbiogene Inc.

, was founded

in 1991 and is now a member of a family of companies owned by MP Biomedicals , one of the largest international suppliers of biotechnology

, was founded in 1991 and is now a member of a family of companies owned by

MP Biomedicals , a global life science company headquartered in Santa Ana, California.

The second company which Dr.

Slilaty founded, Genomics One Corporation , conducted an initial public offering of its capital

stock in 1999 and, on the basis of its ownership of Dr.

Slilaty’s patented TrueBlue® Technology, Genomics One became

one of the key participants in the Human Genome Project and reached a market capitalization of $1 billion in 2000.

Slilaty founded,

Genomics One Corporation , conducted an initial public offering of its capital stock in 1999 and, on the basis of its ownership

Slilaty’s patented TrueBlue® Technology, Genomics One became one of the key participants in the Human Genome Project

and reached a market capitalization of $1 billion in 2000.

Formerly, Dr.

was a research team leader at the Biotechnology Research Institute (Montreal) , a division of the National Research Council of

Slilaty is one of the pioneers of Gene Therapy having developed the first gene delivery system applicable to humans in

1983 [ Science 220:

Slilaty was a research team leader at the Biotechnology Research

Institute (Montreal) , a division of the National Research Council of Canada .

Slilaty is one of the pioneers of Gene Therapy

having developed the first gene delivery system applicable to humans in 1983 [ Science 220:

725-727 (1983) ].

Slilaty's other distinguished scientific career accomplishments included (i) the

discovery of a new class of enzymes, the S24 Family of Proteases (IUBMB Enzyme:

other distinguished scientific career accomplishments included (i) the discovery of a new class of enzymes, the S24 Family of Proteases

(IUBMB Enzyme:

EC 3.4.21.88) [ Proc.

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In addition, Dr.

Slilaty (i) developed the first site-directed mutagenesis system applicable to double-stranded

DNA [ Analyt.

194-200 (1990) ], (ii) cloned the gene for the first yeast-lytic enzyme (lytic b-1,3-glucanase)

1058-1063 (1991) ], (iii) developed a new molecular strategy for increasing the rate of enzyme reactions

[ Protein Engineering 4:

919-922 (1991) ], and (iv) constructed a powerful new cloning system for genomic sequencing (TrueBlue®

Technology) [ Gene 213:

Slilaty (i) developed

the first site-directed mutagenesis system applicable to double-stranded DNA [ Analyt.

194-200 (1990) ], (ii)

cloned the gene for the first yeast-lytic enzyme (lytic b-1,3-glucanase) [ J.

1058-1063 (1991) ], (iii) developed

a new molecular strategy for increasing the rate of enzyme reactions [ Protein Engineering 4:

919-922 (1991) ], and (iv) constructed

a powerful new cloning system for genomic sequencing (TrueBlue® Technology) [ Gene 213:

83-91 (1998) ].

Most recently, Dr.

Slilaty, in collaboration with Institut National des Sciences Appliquée

(France), State University of New York at Binghamton (USA) and École Polytechnique, Université de Montréal (Canada),

designed, patented, and advanced the development the first, and currently the only known anticancer compound (Adva-27a) capable of destroying

multidrug resistant cancer cells [ Anticancer Res.

4423 (2011) and US Patent Numbers:

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

Most recently,

Slilaty helped in the design of novel Coronavirus PLpro inhibitors [ J.

13681−13702 ].

and other works of Dr.

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and NSF and he is the recipient of the 1981 University of Arizona Foundation award for Meritorious Performance in Teaching.

Abderrazzak Merzouki was

appointed as a director and our Chief Operating Officer in February 2016.

In January 2024, he resigned from his position as Chief

Operating Officer and became our Chief Science Officer but remained a director.

Abderrazzak Merzouki was appointed

as a director and our Chief Operating Officer in February 2016.

From July 2007 through December 2016, Dr.

Merzouki worked at the Institute of Biomedical Engineering in the Department

of Chemical Engineering at Ecole Polytechnique de Montreal, where he taught and acted as a senior scientist involved in the research

and development of plasmid and siRNA-based therapies.

Merzouki is a molecular biologist and an immunologist with extensive

experience in the area of gene therapy where he performed several preclinical studies for pharmaceutical companies involving the use

of adenoviral vectors for cancer therapy and plasmid vectors for the treatment of peripheral arterial occlusions.

Merzouki also

has extensive expertise in the design of expression vectors, and production and purification of recombinant proteins.

technologies for production of biogeneric therapeutic proteins for the treatment of various diseases including cancer, diabetes,

Merzouki worked at the Institute

of Biomedical Engineering in the Department of Chemical Engineering at Ecole Polytechnique de Montreal, where he taught and acted as

a senior scientist involved in the research and development of plasmid and siRNA-based therapies.

Merzouki is a molecular biologist

and an immunologist with extensive experience in the area of gene therapy where he performed several preclinical studies for pharmaceutical

companies involving the use of adenoviral vectors for cancer therapy and plasmid vectors for the treatment of peripheral arterial occlusions.

Merzouki also has extensive expertise in the design of expression vectors, and production and purification of recombinant proteins.

He developed technologies for production of biogeneric therapeutic proteins for the treatment of various diseases including cancer, diabetes,

hepatitis and multiple sclerosis.

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and received his post-doctoral training at the University of British Columbia and the BC Center for Excellence in HIV/AIDS research.

Merzouki has over 30 publications and 70 communications in various, highly respected scientific journals in the field of

cellular and molecular biology.

Merzouki has over 30 publications and 70 communications in various, highly respected scientific journals in the field of cellular

and molecular biology.

Camille Sebaaly was appointed

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in October 2021.

Sebaaly held a number of senior executive positions in various areas including financial management, business development, project

management and finance.

As an executive and an entrepreneur, he combines expertise in strategic planning and finance with strong skills

in business development and deal structure and negotiations.

Sebaaly held a number of senior executive positions in various areas including financial management, business development,

project management and finance.

As an executive and an entrepreneur, he combines expertise in strategic planning and finance with strong

skills in business development and deal structure and negotiations.

In addition, Mr.

Sebaaly worked in operations, general management, investor

relations, marketing and business development with emphasis on international business and marketing of advanced technologies including

hydrogen generation and energy saving.

Sebaaly worked in operations, general management,

investor relations, marketing and business development with emphasis on international business and marketing of advanced technologies

including hydrogen generation and energy saving.

In the area of marketing, Mr.

Sebaaly has evaluated market demands and opportunities, created strategic

marketing and business development plans, designed marketing communications and launched market penetration programs.

Sebaaly graduated

from State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987.

Sebaaly has evaluated market demands and opportunities,

created strategic marketing and business development plans, designed marketing communications and launched market penetration programs.

Sebaaly graduated from State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987.

Rabi Kiderchah has served as

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an MD degree in 1998 from the University of Montreal.

David Natan has served as a

director of our Company since February 2022.

He currently serves as CEO of Natan & Associates, LLC, a consulting firm offering CFO

services to public and private companies since 2007.

David Natan has served as a director

of our Company since February 2022.

He currently serves as CEO of Natan & Associates, LLC, a consulting firm offering CFO services

to public and private companies since 2007.

From February 2010 to May 2020, Mr.

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From February 2002 to November 2007, Mr.

Natan served as CFO of PharmaNet

Development Group, Inc., a drug development company, and, from June 1995 to February 2002, as CFO and VP of Global Technovations, Inc.,

a manufacturer and marketer of speaker components.

Natan served as CFO of PharmaNet Development

Group, Inc., a drug development company, and, from June 1995 to February 2002, as CFO and VP of Global Technovations, Inc., a manufacturer

and marketer of speaker components.

Prior to that, Mr.

Natan served in various roles with Deloitte & Touche LLP.

April 2020 through June 2023, Mr.

Natan was Executive Vice President and Chief Financial Officer for Airborne Motorworks, Inc., Spokane,

WA, a privately-held aerospace transportation company.

Natan currently serves as a member of the Board of Directors and Chair of the

Audit Committee of NetBrands, Inc.

From April 2020 through

June 2023, Mr.

Natan was Executive Vice President and Chief Financial Officer for Airborne Motorworks, Inc., Spokane, WA, a privately-held

aerospace transportation company.

Natan currently serves as a member of the Board of Directors and Chair of the Audit Committee of

NetBrands, Inc.

NBND), a distributor of snack products, since February 2021;

and serves as a member of the Board

of Directors and Chair of the Audit Committee of Titan Pharmaceuticals Inc.

and serves as a member of the Board of Directors and

Chair of the Audit Committee of Titan Pharmaceuticals Inc.

TTNP) a pharmaceutical company, since August 2022.

Additionally, in November 2023, Mr.

Additionally, in

November 2023, Mr.

Natan was appointed to the board of Directors and Audit Committee Chair of Minim Inc.

Natan holds a B.A.

in Economics from Boston University.

Keller has served

as a director of our Company since February 2022.

Keller has served as

a director of our Company since February 2022.

From 2016 through November 2019, Dr.

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College in 1975.

Malek Chamoun was appointed as

our Chief Development Officer in January 2024.

In addition, he is President of Nora Pharma Inc., our wholly owned subsidiary that we acquired

in October 2022.

In 2017 he founded Nora Pharma, where he has been the President since inception.

Chamoun received a bachelor’s

degree in business administration from Hautes Études Commerciales, Montreal, Quebec, Canada in 2008 and became a licensed CPA in

Canada in 2012.

He devotes all of his business time to Nora Pharma’s affairs.

Marc Beaudoin was appointed

as our Chief Operating Officer in January 2024.

Beaudoin was the sole owner of M.A.

Beaudoin Consulting Group Inc., a privately held

business strategy consulting company in the Canadian pharmaceutical and biopharmaceutical sectors since 2016.

From January 2018 through

February 2019, he was employed by the KDA Group, Inc., a publicly held Canadian healthcare company, as the COO of KDA Group and CEO of

its Canadian generic pharmaceutical division, Pharmapar.

From 2006 to 2016, he held several executive positions at Sandoz Canada in various

areas including Marketing and Communications, Strategic Planning, Business Development & Portfolio Management.

As an executive and

an entrepreneur, he combines expertise in strategic planning with operational and commercial execution.

Beaudoin obtained his MBA

from Sherbrooke University in 2018.

He also holds multiple certifications (including a fellowship) from the Association for Supply Chain

Michel Roy was appointed as our

Chief Commercial Officer in January 2025.

has held various leadership roles in business development, licensing, sales and operations

management in various pharmaceutical companies.

From July 2020 to November 2024, Mr.

Roy founded and led the Canadian operations of Shilpa

Medicare Ltd., a large multinational pharmaceutical company headquartered in Karnataka, India.

From 2014 to June 2020, Mr.

President, Business Development and Sales for Intas Pharmaceuticals Ltd., a major pharmaceutical company having its head office in Ahmedabad

(India) with a strong presence in over 85 countries.

During his tenure at Intas, Mr.

Roy was responsible for strategic planning, business

development, sales, financial management, and regulatory affairs.

At the beginning of his career, he worked as a consultant and had positions

with various international Contract Research Organization companies.

Roy received his Executive Master of Business Administration

(EMBA) at John Molson School of Business in 2010 and his Master of Science (M.Sc.) at Université de Montréal in 1999.

also received a Bachelor of Commerce, Major in Economics, at Concordia University in 1990.

Corporate Governance

Board of Directors Term of Office

Board of Directors Term of

Directors are elected at our annual meeting of

shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified.

Committees of our Board of Directors

We have established an audit

committee, a compensation committee, and a corporate governance and nominating committee of our board of directors.

Each committee

is comprised of each of our independent directors.

Committees of our Board of

We have established an audit committee, a compensation

committee, and a corporate governance and nominating committee of our board of directors.

Each committee is comprised of each of our independent

David Natan is our audit committee financial expert.

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and executive officer or among any directors or executive officers.

Involvement in Certain Legal Proceedings

Involvement in Certain Legal

Our directors and executive officers have not been

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being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Diversity

Our Board seeks members from diverse professional

backgrounds who combine a solid professional reputation and knowledge of our business and industry with a reputation for integrity.

Board does not have a formal policy concerning diversity and inclusion but is in the process of establishing a policy on diversity.

of experience, expertise, and viewpoints is one of many factors the Nominating and Corporate Governance Committee considers when recommending

director nominees to our Board.

Further, our Board is committed to actively seeking highly qualified women and individuals from minority

groups and the LGBTQ+ community to include in the pool from which new candidates are selected.

Our Board also seeks members that have

experience in positions with a high degree of responsibility or are, or have been, leaders in the companies or institutions with which

they are, or were, affiliated, but may seek other members with different backgrounds, based upon the contributions they can make to our

While the Board has continued its efforts to identify candidates that have such experience, they have currently been unable to

identify any such candidates which fulfill the diversity requirement with the requisite professional experience.

Code of Ethics

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website at www.sunshinebiopharma.com.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale,

and other dispositions of our securities by directors, senior management, and employees.

A copy of the Insider Trading Policy has been

filed as exhibit 19 to this report.

EXECUTIVE COMPENSATION

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for services rendered by our executive officers in all capacities during the last two completed fiscal years.

Name and Principal Position

Stock Awards ($)

All Other Compen-

Principal Position

Chief Executive Officer and Director

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Chief Operating Officer and Director

Of this amount, $60,000

was paid to Advanomics Corporation, a company controlled by Dr.

* This amount was paid to Advanomics Corporation, a company controlled by Dr.

Employment Agreements

On April 8, 2022, we entered into an employment

agreement with Dr.

On October 21, 2024, we entered into an amended

employment agreement with Dr.

Slilaty, our Chief Executive Officer.

Pursuant to the employment agreement, Dr.

Slilaty will continue to serve

as our CEO and will be paid a base annual salary of $360,000 (which will increase annually at the rate of the Consumer Price Index or

5%, whichever is higher).

The employment agreement has a term of four years and will renew automatically for a term of an additional three

In the event the employment agreement is terminated by us without cause, we will pay Dr.

Slilaty $10 million.

Upon expiration of

the employment agreement, we will pay Dr.

Pursuant to the amended employment agreement, deemed effective

January 1, 2024, Dr.

Slilaty will continue to serve as our CEO, and will also serve as the chief executive officer of our wholly-owned

subsidiary, Nora Pharma.

Slilaty will receive an annual base salary of $386,000, which will increase annually in the amount of 5%

or the change in the US Consumer Price Index, whichever is greater.

Slilaty will also be entitled to an annual bonus in an amount

to be determined by our board of directors.

The agreement has an indefinite term.

If the agreement is terminated by us “without

cause”, or by Dr.

Slilaty for “good reason” (each as defined in the agreement), Dr.

Slilaty will be entitled to a severance

payment of $14 million.

In the event the employment agreement is terminated for other reasons, we will pay Dr.

Slilaty $3 million.

Outstanding Equity Awards at 2023 Fiscal Year-End

October 21, 2024, we entered into an employment agreement with Mr.

Camille Sebaaly, our Chief Financial Officer.

Pursuant to the employment

agreement, deemed effective January 1, 2024, Mr.

Sebaaly will continue to serve as our Chief Financial Officer and will also serve as

Secretary of Nora Pharma.

Sebaaly will receive an annual base salary of $411,000 CAD (approximately $287,700 USD), which will increase

annually in the minimum amount of 5% or the change in the US Consumer Price Index, whichever is greater.

Sebaaly will also be entitled

to an annual bonus in an amount to be determined by our Board of Directors.

The employment agreement has an indefinite term.

If the employment

agreement is terminated by us without cause, Mr.

Sebaaly will be entitled to a severance payment of $2 million CAD (approximately $1.4

million USD).

October 21, 2024, we entered into an employment agreement with Dr.

Abderrazzak Merzouki, our Chief Operating Officer.

Pursuant to the

employment agreement, deemed effective January 1, 2024, Dr.

Merzouki will continue to serve as our Chief Operating Officer and will also

serve as Chief Scientific Officer of Nora Pharma.

Merzouki will receive an annual base salary of $328,800 CAD (approximately $230,200

USD), which will increase annually in the amount of 5% or the change in the US Consumer Price Index, whichever is greater.

will also be entitled to an annual bonus in an amount to be determined by our Board of Directors.

The employment agreement has an indefinite

If the employment agreement is terminated by us without cause, Dr.

Merzouki will be entitled to a severance payment of $2 million

CAD (approximately $1.4 million USD).

January 13, 2025, we appointed Mr.

Michel Roy as our Chief Commercial Officer, and in connection therewith, entered into an employment

agreement with Mr.

Pursuant to the employment agreement, Mr.

Roy will receive an initial annual base salary of $400,000 CAD (approximately

$280,000 USD), which will increase annually by the greater of 5% or the increase in the US Consumer Price Index.

In the event we terminate

Roy’s employment without cause, Mr.

Roy will receive a severance payment of $500,000 CAD (approximately $350,000 USD), plus

the minimum notice of termination (or compensation in lieu thereof) to which he would be entitled under applicable law.

The employment

agreement has an indefinite term.

Outstanding Equity Awards at

2024 Fiscal Year-End

We did not have any outstanding equity awards as

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The following table sets forth compensation we

paid to our directors during the year ended December 31, 2023.

Paid in Cash ($)

Option Awards

All Other Compensation

paid to our directors for services as director during the year ended December 31, 2024.

Andrew Keller

Rabi Kiderchah

Abderrazzak Merzouki

Andrew Keller

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information,

as of March 28, 2024, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%)

following table sets forth certain information, as of April 1, 2025, with respect to the beneficial ownership of the outstanding common

stock by (i) any holder of more than five (5%) percent;

(ii) each of our executive officers and directors;

and (iii) our directors and executive officers as a group.

We have determined beneficial ownership in accordance

with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting

power or investment power with respect to those securities.

The table lists applicable percentage ownership based on 99,452,865 shares

of common stock outstanding as of March 28, 2024.

In addition, under SEC rules, beneficial ownership of common stock includes shares

of our common stock issuable pursuant to the conversion or exercise of securities that are either immediately exercisable or convertible

into common stock or exercisable or convertible into common stock within 60 days of March 28, 2024.

These shares are deemed to be outstanding

and beneficially owned by the person holding those securities for the purpose of computing the percentage ownership of that person, but

they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated,

the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially

owned by them, subject to applicable community property laws.

Title of Class

Name and Address of Beneficial Owner

Percent of Class

and (iii) our directors and

executive officers as a group.

have determined beneficial ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership

of securities to persons who possess sole or shared voting power or investment power with respect to those securities.

lists applicable percentage ownership based on 2,707,541 shares of common stock outstanding as of April 1, 2025.

In addition, under

SEC rules, beneficial ownership of common stock includes shares of our common stock issuable pursuant to the conversion or exercise

of securities that are either immediately exercisable or convertible into common stock or exercisable or convertible into common

stock within 60 days of April 1, 2025.

These shares are deemed to be outstanding and beneficially owned by the person holding those

securities for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the

purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the persons or entities identified in

this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to

applicable community property laws.

and Address of Beneficial Owner

c/o Sunshine Biopharma Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

3,821,024 (3)

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

Series B Preferred

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c/o Sunshine Biopharma Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

Abderrazzak Merzouki (1)

c/o Sunshine Biopharma Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

Andrew Keller (1)

c/o Sunshine Biopharma Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

David Natan (1)

c/o Sunshine Biopharma Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

Rabi Kiderchah (1)

c/o Sunshine Biopharma Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

Malek Chamoun (1)

c/o Sunshine Biopharma, Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

3,700,000 (3)

Marc Beaudoin (1)

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

Michel Roy (1)

c/o Sunshine Biopharma Inc.

1177 Avenue of the Americas, 5 th Floor

New York, NY 10036

All Officers and Directors as Group (8 persons)

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

All Officers and Directors

as Group (7 persons)

* Less than 1%.

Officer and/or director of our Company.

Each share of Series B Preferred Stock gives the holder the right to 1,000 votes per share.

Includes 3,700,000

common shares owned by Malek Chamoun, the President of Nora Pharma Inc., a company acquired by the Company in October 2022.

Slilaty controls the voting of Mr.

Chamoun’s shares through a voting agreement between Mr.

Chamoun and Dr.

Slilaty dated October 20, 2022.

Each share of Series B Preferred

Stock gives the holder the right to 1,000 votes per share.

Includes (i) 2 shares owned by Advanomics Corporation, a company controlled

Slilaty and (ii) 1,850 shares owned by Malek Chamoun which Dr.

Slilaty controls through a voting agreement dated October 20,

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

Related Transactions

On February 22, 2022, we redeemed 990,000 shares

of Series B Preferred Stock held by Dr.

Steve Slilaty, our CEO, at a redemption price equal to the stated value of $0.10 per share.

February 8, 2024, we sold 20,000 shares of Series B Preferred Stock to Dr.

Slilaty for a purchase price equal to the stated value of

$0.10 per share.

March 4, 2024, we sold 100,000 shares of Series B Preferred Stock to Dr.

Slilaty for a purchase price equal to the stated value of $0.10

On February 8, 2024, we sold 20,000 shares of Series

B Preferred Stock to Dr.

Slilaty for a purchase price equal to the stated value of $0.10 per share.

On March 4, 2024, we sold 100,000 shares of Series

B Preferred Stock to Dr.

Slilaty for a purchase price equal to the stated value of $0.10 per share.

Director Independence

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees for professional

audit services rendered by B F Borgers CPA PC, our independent auditors, during our fiscal years ended December 31, 2023 and 2022:

Audit-related Fees

financial statements for the fiscal years ended December 31, 2023 and 2022, were audited by BF Borgers CPA, PC (“Borgers”).

On May 3, 2024, the SEC announced that it had settled charges against Borgers that it failed to conduct audits in accordance with the

standards of the PCAOB.

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

result of Borgers’ settlement with the SEC, we dismissed Borgers as our independent accountant on May 3, 2024.

May 7, 2024, we retained Bush & Associates CPA LLC (“Bush & Associates”), as our independent registered public accounting

following table presents fees for professional services rendered by Bush & Associates and Borgers during:

Fiscal Years Ended December 31,

Audit Fees – Bush & Associates

Audit Fees – Borgers

Audit-related fees – Bush & Associates

Audit-related fees – Borgers

Tax Fees – Bush & Associates

Tax Fees – Borgers

All Other Fees

Audit fees consist of amounts billed for professional services rendered for the audit of our annual financial statements included

in our Annual Reports on Forms 10-K for our fiscal years ended December 31, 2023 and 2022 and for reviews of our interim financial statements

included in our Quarterly Reports on Form 10-Q.

Audit-related

Audit-related fees represent fees for assurance and related services performed that are reasonably related to the performance

of the audit or review of our financial statements.

B F Borgers CPA PC did not perform any tax compliance services for us during the years ended December 31, 2023 or 2022.

B F Borgers CPA PC did not receive any other fees from us for the years ended December 31, 2023 or 2022.

of December 31, 2023, the Board of Directors appointed our three independent directors as the members of our audit committee.

committee charter is available is available on our website at www.sunshinebiopharma.com.

ITEM 15 EXHIBITS

Underwriting Agreement, dated February 13, 2024 (1)

Articles of Incorporation (3)

Certificate of Amendment to Articles of Incorporation filed November 2, 2009 (5)

Statement of Share and Equity Capital Exchange (5)

Articles of Amendment to Articles of Incorporation filed July 13, 2010 (5)

Articles of Amendment to Articles of Incorporation filed May 27, 2015 (6)

Articles of Amendment to Articles of Incorporation (7)

Articles of Amendment to Articles of Incorporation (8)

Description of Registrant’s Securities (17)

Total – Bush & Associates

Total – Borgers

Audit fees consist of amounts

billed for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Forms 10-K

for our fiscal years ended December 31, 2024 and 2023 and for reviews of our interim financial statements included in our Quarterly Reports

on Form 10-Q.

Audit-related Fees.

Audit-related fees represent

fees for assurance and related services performed that are reasonably related to the performance of the audit or review of our financial

Bush & Associates CPA and Borgers did not perform any tax compliance services for us during the years ended December 31,

2024 or 2023.

Bush & Associates CPA and Borgers did not receive any other fees from us for the years ended December 31, 2024 or

As of December 31, 2024, the Board of Directors

appointed our three independent directors as the members of our audit committee.

Our audit committee charter is available is available

on our website at www.sunshinebiopharma.com.

of Incorporation (2)

of Amendment to Articles of Incorporation filed November 2, 2009 (3)

of Share and Equity Capital Exchange (4)

of Amendment to Articles of Incorporation filed July 13, 2010 (4)

of Amendment to Articles of Incorporation filed May 27, 2015 (5)

of Amendment to Articles of Incorporation (6)

of Amendment to Articles of Incorporation (7)

of Amendment to Articles of Incorporation (25)

of Amendment to Articles of Incorporation (26)

Certificate of Correction (27)

of Registrant’s Securities (16)

Purchase Agreement with Advanomics Corporation (8)

Patent Purchase Agreement with Advanomics Corporation (9)

Second Patent Purchase Agreement with Advanomics Corporation (10)

Amendment No.

1 to Patent Purchase Agreement with Advanomics Corporation dated October 8, 2016, including Secured Convertible Promissory Note

Amendment No.

1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory Note (11)

1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory

of Warrant, dated February 17, 2022 (1)

Warrant Agent Agreement between the Company and Equiniti, dated February 17, 2022 (2)

Sponsored Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc.

Research Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (13)

Form of Warrant, dated March 14, 2022 (16)

Agent Agreement between the Company and Equiniti , dated February 17, 2022 (1)

Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc.

Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (12)

of Warrant, dated March 14, 2022 (15)

of Amendment to Warrant, dated March 24, 2022 (17)

Employment Agreement between Sunshine Biopharma, Inc.

Employment Agreement, dated October 21, 2024 between Sunshine Biopharma, Inc.

Steve Slilaty (18)

of Warrant, dated April 28, 2022 (20)

Share Purchase Agreement between Sunshine Biopharma, Inc., Malek Chamoun and Nora Pharma Inc.

Employment Agreement between Sunshine Biopharma, Inc., Nora Pharma Inc.

Agreement, dated October 21, 2024, between the Company and Camille Sebaaly (18)

Agreement, dated October 21, 2024, between the Company and Dr.

Abderrazzak Merzouki (18)

Purchase Agreement between Sunshine Biopharma, Inc., Malek Chamoun and Nora Pharma Inc.

Agreement between Sunshine Biopharma, Inc., Nora Pharma Inc.

and Malek Chamoun (19)

Agreement between the Company and the University of Arizona (20) **

Form of Warrant,

dated May 16, 2023 (23)

1 to Warrant Agent Agreement, dated October 18, 2023 (21)

2023 Equity Incentive

Equity Incentive Plan (22)

Form of Warrant Agency Agreement (28)

Form of Pre-Funded Warrant (26)

Form of Series A Warrant (1)

Form of Series B Warrant (1)

Code of Ethics (14)

Subsidiaries (filed herewith)

Consent of BF Borgers CPA PC (filed herewith)

of Series B Warrant (23)

Employment Agreement between the Company and Michael Roy (29)

of Ethics (13)

Insider Trading Policy (filed herewith)

Consent of Bush & Associates CPA LLC (filed herewith)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Clawback policy (filed herewith)

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

Clawback policy (24)

Inline XBRL Instance Document (the instance document

does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

_______________________

Portions of the exhibit have been omitted.

Incorporated by reference to 8-K filed with the SEC on February 15,

Incorporated by reference to 8-K filed with the SEC on February 17, 2022.

Incorporated by reference to SB-2 filed with the SEC on October 19, 2007.

Incorporated by reference to 8-K filed with the SEC on November 6, 2009.

Incorporated by reference to 10-Q filed with the SEC on August 4, 2010.

Incorporated by reference to 8-K filed with the SEC on June 1, 2015.

Incorporated by reference to 8-K filed with the SEC on June 24, 2020.

Incorporated by reference to 8-K filed February 9, 2022.

Incorporated by reference to 8-K filed with the SEC on October 9, 2015.

Incorporated by reference to 8-K filed with the SEC on December 28, 2015.

Incorporated by reference to 8-K filed with the SEC on March 14, 2016.

Incorporated by reference to S-1/A filed with the SEC on January 24, 2022.

Incorporated by reference to 8-K filed with the SEC on February 25, 2022.

Incorporated by reference to 10-K filed with the SEC on May 1, 2020.

Incorporated by reference to 8-K filed with the SEC on April 19, 2023.

Incorporated by reference to 8-K filed with the SEC on March 15, 2022.

Incorporated by reference to 10-K filed with the SEC on March 21, 2022.

Incorporated by reference to 8-K filed with the SEC on March 24, 2022.

Incorporated by reference to 8-K filed with the SEC on April 8, 2022.

Incorporated by reference to 8-K filed with the SEC on April 28, 2022.

Incorporated by reference to 8-K filed with the SEC on October 20, 2022.

Incorporated by reference to 8-K filed with the SEC on February 28, 2023.

Incorporated by reference to 8-K filed with the SEC on May 16, 2023.

Incorporated by reference to 8-K filed with the SEC on October 20,

Incorporated by reference to S-8 filed with the SEC on January 8, 2024.

Incorporated by reference to S-1/A filed with the SEC on February 9,

by reference to 8-K filed with the SEC on February 17, 2022

Incorporated by reference

to SB-2 filed with the SEC on October 19, 2007.

Incorporated by reference

to 8-K filed with the SEC on November 6, 2009.

Incorporated by reference

to 10-Q filed with the SEC on August 4, 2010.

Incorporated by reference

to 8-K filed with the SEC on June 1, 2015.

Incorporated by reference

to 8-K filed with the SEC on June 24, 2020.

Incorporated by reference

to 8-K filed February 9, 2022.

Incorporated by reference

to 8-K filed with the SEC on October 9, 2015.

Incorporated by reference

to 8-K filed with the SEC on December 28, 2015.

Incorporated by reference

to 8-K filed with the SEC on March 14, 2016.

Incorporated by reference

to S-1/A filed with the SEC on January 24, 2022.

Incorporated by reference

to 8-K filed with the SEC on February 25, 2022.

Incorporated by reference

to 10-K filed with the SEC on May 1, 2020.

Incorporated by reference

to 8-K filed with the SEC on April 19, 2023.

Incorporated by reference to 8-K filed with the SEC

on March 15, 2022.

Incorporated by reference to 10-K filed with the SEC

on March 21, 2022.

Incorporated by reference to 8-K filed with the SEC

on March 24, 2022.

Incorporated by reference to 8-K filed with the SEC

on October 23, 2024.

Incorporated by reference to 8-K filed with the SEC

on October 20, 2022.

Incorporated by reference to 8-K filed with the SEC

on February 28, 2023.

Incorporated by reference to 8-K filed with the SEC

on October 20, 2023.

Incorporated by reference to S-8 filed with the SEC

on January 8, 2024.

Incorporated by reference to 8-K filed with the SEC

on February 15, 2024.

Incorporated by reference to 10-K filed with the SEC

on March 28, 2024.

Incorporated by reference to 8-K filed with the April

by reference to 8-K filed with the August 12, 2024.

by reference to post-effective Amendment No.

1 to Form S-1 filed with the SEC on November 6, 2024.

Incorporated by reference to S-1/A filed with the SEC

on February 9, 2024.

by reference to 8-K filed with the SEC on January 15, 2025.

Pursuant to the requirements of Section 13 or 15(d) of the Securities

1 unchanged sentence

SUNSHINE BIOPHARMA INC.

March 28, 2024

April 1, 2025

Slilaty, Chief Executive Officer (principal executive officer)

5 unchanged sentences

Chief Executive Officer and Director

March 28, 2024

April 1, 2025

(Principal Executive Officer)

1 unchanged sentence

Chief Financial Officer

March 28, 2024

April 1, 2025

Camille Sebaaly

1 unchanged sentence

Abderrazzak Merzouki

March 28, 2024

April 1, 2025

Abderrazzak Merzouki

/s/ David Natan

March 28, 2024

April 1, 2025

Andrew Keller

March 28, 2024

April 1, 2025

Andrew Keller

Rabi Kiderchah

March 28, 2024

April 1, 2025

Rabi Kiderchah

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-K

Item 9A. Controls and Procedures