Sunshine Biopharma Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. Based on this evaluation, our management, including our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024, at reasonable assurance levels. 43 Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our system of internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with US GAAP. Our internal control over financial reporting includes those policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized use, acquisition, or disposition of our assets that could have a material effect on the consolidated financial statements. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024, and they concluded that our internal control over financial reporting was effective as of December 31, 2024. In making this assessment, we utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013). No Attestation Report by Independent Registered Accountant The effectiveness of our internal control over financial reporting as of December 31, 2024, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company. Changes in Internal Controls over Financial Reporting There were no changes in our internal control over financial reporting during the three months ended December 31, 2024. ITEM 9B. OTHER INFORMATION 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 44 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Directors and Officers The following individuals currently serve as our Board of Directors and executive officers. Name Age Position(s) Dr. Steve N. Slilaty 72 President, Chief Executive Officer and Chairman of the Board Dr. Abderrazzak Merzouki 61 Chief Operating Officer and Director Mr. Camille Sebaaly 63 Chief Financial Officer and Secretary Dr. Rabi Kiderchah 52 Director Mr. David Natan 71 Director Dr. Andrew Keller 71 Director Mr. Michel Roy 57 Chief Commercial Officer Dr. Steve N. Slilaty was appointed as our chief executive officer and chairman of our board of directors on October 15, 2009. Dr. 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. later known as Qbiogene Inc. , 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. Formerly, Dr. Slilaty was a research team leader at the Biotechnology Research Institute (Montreal) , a division of the National Research Council of Canada . Dr. 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) ]. Dr. Slilaty's 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. Natl. Acad. Sci. U.S.A. 84: 3987-3991 (1987) ]. In addition, Dr. Slilaty (i) developed the first site-directed mutagenesis system applicable to double-stranded DNA [ Analyt. Biochem. 185: 194-200 (1990) ], (ii) cloned the gene for the first yeast-lytic enzyme (lytic b-1,3-glucanase) [ J. Biol. Chem. 266: 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 helped in the design of novel Coronavirus PLpro inhibitors [ J. Med. Chem. 2024, 67: 13681−13702 ]. These and other works of Dr. Slilaty are cited in research papers, editorials, review articles and textbooks. Dr. Slilaty is the author of 19 original research papers and 12 issued and pending. These and other works of Dr. Slilaty are cited in research papers, editorials, review articles and textbooks. Dr. Slilaty received his Ph.D. degree in Molecular Biology from the University of Arizona in 1983 and Bachelor of Science degree in Genetics and Biochemistry from Cornell University in 1976. Dr. Slilaty has received research grants from the NIH and NSF and he is the recipient of the 1981 University of Arizona Foundation award for Meritorious Performance in Teaching. 45 Dr. 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. Dr. 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. Dr. 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. Dr. Merzouki obtained his Ph.D. in Virology and Immunology from Institut Armand-Frappier in Quebec and received his post-doctoral training at the University of British Columbia and the BC Center for Excellence in HIV/AIDS research. Dr. Merzouki has over 30 publications and 70 communications in various, highly respected scientific journals in the field of cellular and molecular biology. Mr. Camille Sebaaly was appointed as our chief financial officer, secretary and a director of our Company on October 15, 2009. He resigned as a director of the Company in October 2021. Mr. 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. 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. Mr. Sebaaly graduated from State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987. Dr. Rabi Kiderchah has served as a director of our Company since October 2021. Dr. Kiderchah is a licensed physician in Canada. From 2000 until August 2021, he was working at Argenteuil Hospital, Lachute, Quebec, Canada, as an emergency room physician. He has also worked as what is referred to in Canada as a “medecins depanneurs”, working in rural areas where there are not enough ER doctors. Since August 2011 he has worked at Rabi Kiderchah Medecin Inc. as a freelance physician in the Quebec, Canada area. He received a Bachelor of Science degree in 1994 and an MD degree in 1998 from the University of Montreal. Mr. 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. Natan served as CEO of ForceField Energy, Inc. (OTCMKTS: FNRG), a company focused on LED lighting products. 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. Prior to that, Mr. Natan served in various roles with Deloitte & Touche LLP. 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. Mr. Natan currently serves as a member of the Board of Directors and Chair of the Audit Committee of NetBrands, Inc. (OTC: 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. (NASDAQ: TTNP) a pharmaceutical company, since August 2022. Additionally, in November 2023, Mr. Natan was appointed to the board of Directors and Audit Committee Chair of Minim Inc. (NASDAQ: MINM). Mr. Natan holds a B.A. in Economics from Boston University. 46 Dr. Andrew M. Keller has served as a director of our Company since February 2022. From 2016 through November 2019, Dr. Keller was the Chief Medical Officer at the Western Connecticut Medical Group, Bethel CT, a multispecialty organization. He was employed by this group beginning in 1989, and in 2003 became Chief – Section of Cardiovascular Diseases. In 2014 he was appointed Chief Medical Informatics Officer. Previously, Dr. Keller was an Assistant Professor of Medicine/Radiology at Columbia University, The College of Physicians and Surgeons, NY, NY. Dr. Keller retired as a practicing physician in 2019. Upon his retirement as a practicing physician Dr. Keller enrolled as a full time student at Quinnipiac University College of Law, where he graduated with a Juris Doctor degree in 2023. In July 2023, Dr. Keller passed the Bar exam and was admitted to practice law in the State of Connecticut in November 2023. Since November 2023 he has been employed at the Law Office of Robin P. Keller LLC, Norwalk, CT advocating for the educational needs of disabled children with medically complex diagnoses. Dr. Keller received a Doctor of Medicine degree in 1979 from The Ohio State University and a Bachelor of Arts degree in Physics, Magna Cum Laude from Ithaca College in 1975. Mr. Michel Roy was appointed as our Chief Commercial Officer in January 2025. Mr. 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. Roy was Vice 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. Mr. 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. He also received a Bachelor of Commerce, Major in Economics, at Concordia University in 1990. Corporate Governance Board of Directors Term of Office 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. David Natan is our audit committee financial expert. No Family Relationships There is no family relationship between any director and executive officer or among any directors or executive officers. 47 Involvement in Certain Legal Proceedings Our directors and executive officers have not been involved in any of the following events during the past ten years: 1. any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; 4. being found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. 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. Code of Ethics We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer. Our Code of Ethics is available on our 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. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth compensation information for services rendered by our executive officers in all capacities during the last two completed fiscal years. Name and Principal Position Year Salary ($) Bonus ($) Options ($) Other ($) Total ($) Dr. Steve N. Slilaty 2024 411,587 800,000 * – – 1,211,587 Chief Executive Officer and Director 2023 378,000 182,000 – – 560,000 Camille Sebaaly 2024 302,031 50,000 – – 352,031 Chief Financial Officer 2023 315,000 380,000 – – 695,000 Dr. Abderrazzak Merzouki 2024 241,625 45,000 – – 286,625 Chief Operating Officer and Director 2023 252,000 8,000 – – 260,000 * This amount was paid to Advanomics Corporation, a company controlled by Dr. Slilaty. 48 Employment Agreements On October 21, 2024, we entered into an amended employment agreement with Dr. Steve N. Slilaty, our Chief Executive Officer. 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. Dr. 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. Dr. 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. On 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. Mr. 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. Mr. 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). On 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. Dr. 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. Dr. Merzouki 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, Dr. Merzouki will be entitled to a severance payment of $2 million CAD (approximately $1.4 million USD). On January 13, 2025, we appointed Mr. Michel Roy as our Chief Commercial Officer, and in connection therewith, entered into an employment agreement with Mr. Roy. 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 Mr. Roy’s employment without cause, Mr. Roy will receive a severance payment of $500,000 CAD (approximately $350,000 USD), plus the minimum notice of termination (or compensation in lieu thereof) to which he would be entitled under applicable law. The employment agreement has an indefinite term. Outstanding Equity Awards at 2024 Fiscal Year-End We did not have any outstanding equity awards as of December 31, 2024. 49 Director Compensation The following table sets forth compensation we paid to our directors for services as director during the year ended December 31, 2024. Name Cash ($) Options ($) Other ($) Total ($) Dr. Andrew Keller 80,000 – – 80,000 Dr. Rabi Kiderchah 80,000 – – 80,000 Dr. Abderrazzak Merzouki 80,000 – – 80,000 Mr. David Natan 80,000 – – 80,000 Dr. Steve N. Slilaty 80,000 – – 80,000 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The 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 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. 50 Title of Class Name and Address of Beneficial Owner Amount Percent of Class Common Dr. Steve N. Slilaty (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 1,911 (3) * Series B Preferred 130,000 (2) 100% Common Camille Sebaaly (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 60 * Common Dr. Abderrazzak Merzouki (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 59 * Common Dr. Andrew Keller (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 0 * Common Mr. David Natan (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 0 * Common Dr. Rabi Kiderchah (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 1 * Common Mr. Michel Roy (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 1 * All Officers and Directors as Group (7 persons) 2,032 * * Less than 1%. (1) Officer and/or director of our Company. (2) Each share of Series B Preferred Stock gives the holder the right to 1,000 votes per share. (3) Includes (i) 2 shares owned by Advanomics Corporation, a company controlled by Dr. Slilaty and (ii) 1,850 shares owned by Malek Chamoun which Dr. Slilaty controls through a voting agreement dated October 20, 2022. 51 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Related Transactions 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 Our independent directors consist of Dr. Kiderchah, Mr. Natan and Dr. Keller. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our 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. As a result of Borgers’ settlement with the SEC, we dismissed Borgers as our independent accountant on May 3, 2024. On May 7, 2024, we retained Bush & Associates CPA LLC (“Bush & Associates”), as our independent registered public accounting firm. The following table presents fees for professional services rendered by Bush & Associates and Borgers during: Fiscal Years Ended December 31, 2024 2023 Audit Fees – Bush & Associates $ 165,000 $ 162,500 Audit Fees – Borgers – 170,000 Audit-related fees – Bush & Associates – – Audit-related fees – Borgers – – Tax Fees – Bush & Associates – – Tax Fees – Borgers – – All Other Fees – – Total – Bush & Associates $ 165,000 $ 162,500 Total – Borgers $ – $ 170,000 Audit 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, 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 statements. Tax Fees. Bush & Associates CPA and Borgers did not perform any tax compliance services for us during the years ended December 31, 2024 or 2023. All Other Fees . Bush & Associates CPA and Borgers did not receive any other fees from us for the years ended December 31, 2024 or 2023. 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. 52 PART IV ITEM 15. EXHIBITS 3.1 Articles of Incorporation (2) 3.2 Certificate of Amendment to Articles of Incorporation filed November 2, 2009 (3) 3.3 Statement of Share and Equity Capital Exchange (4) 3.4 Articles of Amendment to Articles of Incorporation filed July 13, 2010 (4) 3.5 Articles of Amendment to Articles of Incorporation filed May 27, 2015 (5) 3.6 Articles of Amendment to Articles of Incorporation (6) 3.7 Articles of Amendment to Articles of Incorporation (7) 3.8 Articles of Amendment to Articles of Incorporation (25) 3.9 Articles of Amendment to Articles of Incorporation (26) 3.10 Certificate of Correction (27) 3.11 Bylaws (14) 4.1 Description of Registrant’s Securities (16) 10.1 Patent Purchase Agreement with Advanomics Corporation (8) 10.2 Second Patent Purchase Agreement with Advanomics Corporation (9) 10.3 Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated October 8, 2016, including Secured Convertible Promissory Note (10) 10.4 Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory Note (10) 10.5 Form of Warrant, dated February 17, 2022 (1) 10.6 Warrant Agent Agreement between the Company and Equiniti , dated February 17, 2022 (1) 10.7 Sponsored Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc. (11) * 10.8 Research Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (12) 10.9 Form of Warrant, dated March 14, 2022 (15) 10.10 Form of Amendment to Warrant, dated March 24, 2022 (17) 10.11 Amended Employment Agreement, dated October 21, 2024 between Sunshine Biopharma, Inc. and Dr. Steve Slilaty (18) 10.12 Employment Agreement, dated October 21, 2024, between the Company and Camille Sebaaly (18) 10.13 Employment Agreement, dated October 21, 2024, between the Company and Dr. Abderrazzak Merzouki (18) 10.14 Share Purchase Agreement between Sunshine Biopharma, Inc., Malek Chamoun and Nora Pharma Inc. (19) 10.15 Employment Agreement between Sunshine Biopharma, Inc., Nora Pharma Inc. and Malek Chamoun (19) 10.16 License Agreement between the Company and the University of Arizona (20) ** 10.17 Amendment No. 1 to Warrant Agent Agreement, dated October 18, 2023 (21) 10.18 2023 Equity Incentive Plan (22) 10.19 Form of Warrant Agency Agreement (28) 10.20 Form of Series B Warrant (23) 10.21 Employment Agreement between the Company and Michael Roy (29) 14.1 Code of Ethics (13) 19 Insider Trading Policy (filed herewith) 21 Subsidiaries (24) 23.1 Consent of Bush & Associates CPA LLC (filed herewith) 53 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) 97.1 Clawback policy (24) EX-101 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) EX-104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). _______________________ * Portions of the exhibit have been omitted. (1) Incorporated by reference to 8-K filed with the SEC on February 17, 2022 (2) Incorporated by reference to SB-2 filed with the SEC on October 19, 2007. (3) Incorporated by reference to 8-K filed with the SEC on November 6, 2009. (4) Incorporated by reference to 10-Q filed with the SEC on August 4, 2010. (5) Incorporated by reference to 8-K filed with the SEC on June 1, 2015. (6) Incorporated by reference to 8-K filed with the SEC on June 24, 2020. (7) Incorporated by reference to 8-K filed February 9, 2022. (8) Incorporated by reference to 8-K filed with the SEC on October 9, 2015. (9) Incorporated by reference to 8-K filed with the SEC on December 28, 2015. (10) Incorporated by reference to 8-K filed with the SEC on March 14, 2016. (11) Incorporated by reference to S-1/A filed with the SEC on January 24, 2022. (12) Incorporated by reference to 8-K filed with the SEC on February 25, 2022. (13) Incorporated by reference to 10-K filed with the SEC on May 1, 2020. (14) Incorporated by reference to 8-K filed with the SEC on April 19, 2023. (15) Incorporated by reference to 8-K filed with the SEC on March 15, 2022. (16) Incorporated by reference to 10-K filed with the SEC on March 21, 2022. (17) Incorporated by reference to 8-K filed with the SEC on March 24, 2022. (18) Incorporated by reference to 8-K filed with the SEC on October 23, 2024. (19) Incorporated by reference to 8-K filed with the SEC on October 20, 2022. (20) Incorporated by reference to 8-K filed with the SEC on February 28, 2023. (21) Incorporated by reference to 8-K filed with the SEC on October 20, 2023. (22) Incorporated by reference to S-8 filed with the SEC on January 8, 2024. (23) Incorporated by reference to 8-K filed with the SEC on February 15, 2024. (24) Incorporated by reference to 10-K filed with the SEC on March 28, 2024. (25) Incorporated by reference to 8-K filed with the April 23, 2024. (26) Incorporated by reference to 8-K filed with the August 12, 2024. (27) Incorporated by reference to post-effective Amendment No. 1 to Form S-1 filed with the SEC on November 6, 2024. (28) Incorporated by reference to S-1/A filed with the SEC on February 9, 2024. (29) Incorporated by reference to 8-K filed with the SEC on January 15, 2025. 54 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SUNSHINE BIOPHARMA INC. Dated: April 1, 2025 By: /s/ Dr. Steve N. Slilaty Dr. Steve N. Slilaty, Chief Executive Officer (principal executive officer) /s/ Camille Sebaaly Camille Sebaaly, Chief Financial Officer (principal financial and accounting officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Dr. Steve N. Slilaty Chief Executive Officer and Director April 1, 2025 Dr. Steve N. Slilaty (Principal Executive Officer) /s/ Camille Sebaaly Chief Financial Officer April 1, 2025 Camille Sebaaly (Principal Financial and Accounting Officer) /s/ Dr. Abderrazzak Merzouki Director April 1, 2025 Dr. Abderrazzak Merzouki /s/ David Natan Director April 1, 2025 David Natan /s/ Dr. Andrew Keller Director April 1, 2025 Dr. Andrew Keller /s/ Dr. Rabi Kiderchah Director April 1, 2025 Dr. Rabi Kiderchah 55