What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-05 · 360 added, 436 removed, 141 unchanged (85% of the section changed)

FINANCIAL STATEMENTS

Sunshine Biopharma Inc.

Consolidated Balance Sheets

September 30,

Current Assets:

6 unchanged sentences

Intangible assets

Deferred tax asset

Right-of-use-asset

4 unchanged sentences

Income tax payable

Current portion - right-of-use-liability

Right-of-use-liability

Total Current Liabilities

Long-Term Liabilities:

Deferred tax liability

Right-of-use-liability

2 unchanged sentences

SHAREHOLDERS' EQUITY

Preferred Stock, Series B $ 0.10

par value per share;

Preferred Stock Series B $ 0.10 par value per share;

1,000,000 shares authorized;

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

130,000 shares issued and outstanding

Common Stock $ 0.001 par value per share;

3,000,000,000 shares authorized;

1,999,660 and

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

2,707,541 and 2,580,098 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Capital paid in excess of par value

5 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

See Accompanying Notes To These Financial Statements

See Accompanying Notes To These

Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

3 Months Ended

September 30,

9 Months Ended

September 30,

Cost of sales

1 unchanged sentence

Director fees

Depreciation & amortization

Total General & Administrative Expenses

2 unchanged sentences

( 1,350,589 )

( 3,598,078 )

Other Income (Expense):

Foreign exchange (loss)

Other Income:

Foreign exchange

Interest income

Interest expense

Total Other Income (Expense)

Total Other Income

Net (loss) before income taxes

4 unchanged sentences

$ ( 1,283,801 )

$ ( 2,975,904 )

$ ( 3,256,020 )

Comprehensive Income (Loss):

Gain (Loss) from foreign exchange translation

Comprehensive Income (Loss)

$ ( 346,163 )

$ ( 1,111,989 )

Foreign exchange translation

Comprehensive (Loss)

$ ( 1,153,582 )

$ ( 1,827,506 )

Basic and fully diluted (Loss) per common share

Weighted Average Common Shares Outstanding (Basic)

See Accompanying Notes To These Financial Statements

Basic and diluted (Loss) per common share

Weighted average common shares outstanding (basic & diluted)

See Accompanying Notes To These

Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Cash Flows

September 30,

Consolidated Statements of Cash Flows (Unaudited)

Cash Flows From Operating Activities:

3 unchanged sentences

Depreciation and amortization

Foreign Exchange

Stock issued for services

1 unchanged sentence

( 2,100,281 )

( 4,201,955 )

( 1,221,112 )

Prepaid expenses

Accounts Payable & accrued expenses

Earn-out payable

( 2,547,831 )

Income tax payable

( 1,084,169 )

Net Cash Flows (Used In) Operating Activities

5 unchanged sentences

Purchase of equipment

( 1,554,455 )

Net Cash Flows (Used In) Investing Activities

( 1,789,312 )

Cash Flows From Financing Activities:

8 unchanged sentences

( 1,551,722 )

( 3,016,249 )

Effect of exchange rate changes on cash

Foreign currency translation adjustment

3 unchanged sentences

Stock issued for services

See Accompanying Notes To These Financial Statements

See Accompanying Notes To These

Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Shareholders'

Equity (Unaudited)

Consolidated Statements of Shareholders' Equity

Number Of Common Shares

Capital Paid in Excess

Capital Paid in Excess of Par

Number Of Preferred Shares

Comprehensive

June 30, 2024

Compre- hensive

Balance December 31, 2024

$ ( 829,959 )

2 unchanged sentences

( 1,179,771 )

at September 30, 2024

( 1,153,582 )

Balance June 30,

$ ( 62,004,152 )

Repurchase stock

Balance at March 31, 2025

$ ( 803,770 )

at September 30, 2023

$ ( 70,219,545 )

1 unchanged sentence

$ ( 63,905,658 )

Preferred Stock

issued to related party

Common stock and

pre-funded warrants issued in an underwritten offering

Preferred Stock issued to related party

Common stock and pre-funded warrants issued in an underwritten public offering, net of issuance costs

Exercise of warrants

4 unchanged sentences

( 1,827,506 )

at September 30, 2024

$ ( 66,881,562 )

Balance December

$ ( 59,399,614 )

Repurchase stock

Common stock and

prefunded warrants issued in a private offering

Exercise of warrants

( 3,256,020 )

( 3,213,318 )

at September 30, 2023

Balance March 31, 2024

$ ( 65,189,459 )

See Accompanying Notes To These Financial Statements

See Accompanying Notes To These

Financial Statements

Sunshine Biopharma Inc.

Notes to Unaudited Consolidated Financial

For the Nine Months Ended September

30, 2024 and 2023

Notes to Unaudited Consolidated Financial Statements

For the Three Months Ended March 31, 2025 and 2024

Note 1 – Description

The Company was

incorporated under the name Mountain West Business Solutions, Inc.

The Company was incorporated under the name Mountain

West Business Solutions, Inc.

on August 31, 2006, in the State of Colorado.

Effective October 15,

2009, the Company acquired Sunshine Biopharma Inc.

Effective October 15, 2009, the Company acquired Sunshine

Biopharma Inc.

in a transaction classified as a reverse acquisition.

Upon completion of the reverse

acquisition, the Company changed its name to Sunshine Biopharma Inc.

Upon completion of the reverse acquisition, the Company changed its

name to Sunshine Biopharma Inc.

and began operating as a pharmaceutical company.

Sunshine Biopharma

operates two wholly owned subsidiaries:

Sunshine Biopharma has two wholly owned subsidiaries:

(i) Nora Pharma Inc.

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

pharmaceutical products consisting of 63 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc.

(“Sunshine Canada”), a Canadian corporation which develops and sells nonprescription over-the-counter (“OTC”)

The Company has determined that it has

two reportable segments:

Prescription Generic Pharmaceuticals

(“Generic Pharmaceuticals”)

Nonprescription Over-The-Counter

Products (“OTC Products)

Through September

30, 2024, sales from the Generic Pharmaceuticals segment represented approximately 97 % of total revenues of the Company while the remaining

approximately 3 % was generated from the sale of OTC Products.

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

immaterial at September 30, 2024.

The Company is not

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

in Canada provincial governments reimburse patients for their prescription drugs expenditures to various degrees under drug reimbursement

programs, making generic drugs prices highly dependent on governmental policies which may change over time.

The most recent negotiations

between the pan-Canadian Pharmaceutical Alliance and the Canadian Generic Pharmaceutical Association resulted in updated generic

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

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

be extended for an additional two years.

In addition, the

Company is engaged in the development of the following proprietary drugs:

Adva-27a, a small chemotherapy

molecule for treatment of pancreatic cancer (IND-enabling studies were paused on November 2, 2023)

K1.1 mRNA, a lipid nano-particle

(LNP) targeted for liver cancer

SBFM-PL4, a protease inhibitor

for treatment of SARS Coronavirus infections

Note 2 – Basis

of Presentation

The unaudited consolidated

financial statements of the Company for the three and nine month periods ended September 30, 2024 and 2023, have been prepared in accordance

with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements

for reporting on Form 10-Q and Regulation S-X.

Accordingly, they do not include all the information and footnotes required by accounting

principles generally accepted in the United States of America for complete financial statements.

However, such information reflects all

adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation

of the financial position and the results of operations.

Results shown for interim periods are not necessarily indicative of the results

to be obtained for a full fiscal year.

The balance sheet information as of December 31, 2023, was derived from the audited financial

statements included in the Company's financial statements as of and for the year ended December 31, 2023, included in the Company’s

Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024.

These financial

statements should be read in conjunction with that report.

On April 17, 2024

and August 8, 2024, the Company completed 1-for-100 and 1-for-20 reverse splits of its common stock, respectively (the “Reverse

The share amounts, warrants, and related parameters specified in this report have been adjusted to reflect both Reverse

Splits on a retroactive basis.

Note 3 – Underwritten

Public Offering

On February 15,

2024, the Company completed an underwritten public offering for gross proceeds of approximately $ 10 million, before deducting fees to

the underwriter and other offering expenses payable by the Company.

The net proceeds received by the Company were $ 8,522,411 .

The offering consisted

of 35,714 Units, consisting of (i) 13,214 Common Units, with each Common Unit consisting of one share of common stock, one-tenth of a

Series A warrant to purchase one share of common stock (“Series A Warrant”) and two-tenths of a Series B warrant to purchase

one share of common stock (“Series B Warrant”), and (ii) 22,500 Pre-Funded Units, with each Pre-Funded Unit consisting of

one pre-funded warrant to purchase one share of common stock (“Pre-Funded Warrants”), one-tenth of a Series A Warrant and

two-tenths of a Series B Warrant.

The public offering price was $280 per Common Unit and $278 per Pre-Funded Unit.

The Pre-Funded

Warrants have an exercise price of $2.00 per share.

The Pre-Funded Warrants are immediately exercisable and may be exercised at any time

until exercised in full.

The initial exercise price of each Series A Warrant was $4,200 per share of common stock or pursuant to an

alternative cashless exercise option.

Under the alternative cashless exercise provision, which became effective following stockholder

approval in March 2024, each Series A Warrant was exercisable on a cashless basis for two shares of common stock.

The Series A Warrants

were exercisable immediately and expire 30 months after the initial issuance date.

The initial exercise price of each Series B Warrant

was $4,760 per share of common stock.

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

(effective following stockholder approval), the Series A Warrants and Series B Warrants included a provision under which, following

a reverse split of the common stock, the exercise price will be adjusted to the lowest volume weighted average price

(“VWAP”) for the five trading days immediately preceding and immediately following the date of reverse stock split, and

the number of shares issuable upon exercise of the Series A Warrants or Series B Warrants will be adjusted such that the aggregate

exercise price of the Series A Warrants or Series B Warrants will remain unchanged.

The Series B Warrants do not include an

alternate cashless exercise provision and can only be exercised for cash so long as the Company’s registration statement for

the underlying shares remains effective.

In addition, the

Company granted the underwriter, Aegis Capital Corp.

("Aegis"), a 45-day option to purchase up to an additional 15% of the

total number of shares of common stock and/or Pre-Funded Warrants and/or Series A Warrants and/or Series B Warrants sold in the offering,

solely to cover overallotments, if any.

On February 15, 2024, Aegis partially exercised its over-allotment option for a total of 415

Series A Warrants and 830 Series B Warrants.

On February 13,

2024, the Company obtained stockholder approval for (i) adjustment of the number of underlying shares and exercise price for both the

Series A Warrants and the Series B warrants, and (ii) the alternate cashless exercise provision for the Series A warrants.

As of September

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

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

In connection with such exercises, the Company

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

As of September

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

The exercise price and number of underlying shares under the Series

B Warrants are subject to further adjustments.

Note 4 – Acquisition

of Nora Pharma Inc.

On October 20, 2022,

the Company acquired all of the issued and outstanding shares of Nora Pharma Inc.

(“Nora Pharma”), a Canadian privately held

pharmaceutical company.

The purchase price for the shares was $ 18,860,637 , $ 14,346,637 of which was paid in cash and the remainder was

paid through the issuance of 1,850 shares of the Company’s common stock valued at $ 4,514,000 or $2,440 per share.

Nora Pharma sells

generic pharmaceutical products in Canada.

Nora Pharma’s operations are authorized by a Drug Establishment License issued by Health

The following table

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

assets and liabilities:

(“Nora Pharma”), a Canadian corporation through which we currently have 70 generic prescription drugs

on the market in Canada, and (ii) Sunshine Biopharma Canada Inc.

(“Sunshine Canada”), a Canadian corporation through which

we develop and sell nonprescription over-the-counter (“OTC”) supplements.

The Company operates the two subsidiaries as a single

business segment.

The Company is not subject to material customer concentration

risks as it sells its products directly to pharmacies in several Canadian Provinces.

However, Provincial governments in Canada reimburse

patients for their prescription drug expenditures to various degrees under drug reimbursement programs, making generic drugs prices highly

dependent on governmental policies which may change over time.

The most recent negotiations between the pan-Canadian Pharmaceutical Alliance

(“pCPA”) and the Canadian Generic Pharmaceutical Association resulted in updated generic pricing for certain products which

took effect on October 1, 2023.

The updated prices are valid for three years and the agreement contains an option to extend for an additional

On February 10, 2024, the Canadian federal government joined the generic drug reimbursement program as a payor under the Pharmacare

This development further strengthened the Canadian generic drug market, which is the Company’s current focus.

In addition, the Company is engaged in the development

of the following proprietary drugs:

K1.1 mRNA, a lipid nano-particle (LNP) targeted for liver cancer

SBFM-PL4, a protease inhibitor for treatment of SARS Coronavirus infections

Note 2 – Basis of

The unaudited financial statements of the Company for

the three months periods ended March 31, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted

in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation

Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United

States of America for complete financial statements.

However, such information reflects all adjustments (consisting solely of normal recurring

adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of

Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

balance sheet information as of December 31, 2024, was derived from the audited financial statements included in the Company's financial

statements as of and for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities

and Exchange Commission (the “SEC”) on April 1, 2025.

These financial statements should be read in conjunction with that report.

Note 3 – Reverse Stock

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

completed 1-for-100 and 1-for-20

reverse splits of its common stock, respectively.

The Company had previously completed three (3) reverse stock splits including a 1-for-200

reverse split on February 9, 2022, and two 1-for-20 reverse splits, one in 2019 and the other in 2020.

The Company’s financial

statements included in this report reflect all five (5) reverse stock splits on a retroactive basis for all periods presented and for

all references to common stock, unless specifically stated otherwise.

Note 4 – Acquisition of Nora Pharma Inc.

On October 20, 2022, the Company acquired all of the

issued and outstanding shares of Nora Pharma Inc.

(“Nora Pharma”), a Canadian privately held pharmaceutical company.

price for the shares was $ 18,860,637 which was paid in cash ($ 14,346,637 ) and by the issuance of 1,850 shares of the Company’s common

stock valued at $ 4,514,000 or $2,440.00 per share.

Nora Pharma sells generic pharmaceutical products in Canada.

Nora Pharma’s operations

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

The following table summarizes the allocation of the

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

Schedule of allocation of purchase price

5 unchanged sentences

Total Consideration

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

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

See Note 6 – Reverse Stock Splits

The Company impaired

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

As part of the consideration

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

Malek Chamoun, the Seller

of Nora Pharma and its current President.

The earnout is payable in the form of twenty (20) payments of $250,000 CAD for every $1,000,000

CAD increase in gross sales (as defined in the Purchase Agreement) above Nora Pharma’s June 30, 2022 gross sales, provided that

his employment with the Company is not terminated pursuant to the Company’s employment agreement with him.

The total earn-out amount

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

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

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

On April 22, 2024, the Company paid an earn-out of $ 3,093,878 CAD (approximately

$ 2,291,761 USD) for the earn-out realized in fiscal year 2023.

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

$ 354,968 USD).

Note 5 – Intangible

Intangible assets, net consisted of the

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

of the consideration paid for Nora Pharma was determined based on the closing market price of the Company’s common shares on the

acquisition date, October 20, 2022 ($2,440.00 per share).

part of the consideration for Nora Pharma, the Company agreed to a $ 5,000,000 CAD ($ 3,632,000

USD) earnout amount payable to Mr.

Malek Chamoun, the seller of Nora Pharma.

is payable in the form of twenty (20) payments of $250,000 CAD for every $1,000,000 CAD increase

in gross sales (as defined in the Purchase Agreement) above Nora Pharma’s June 30,

2022 gross sales, provided that his employment with the Company is not terminated pursuant

to the Company’s employment agreement with him.

The total earnout amount of $3,632,000

has been recorded as a salary payable.

During the fiscal year ended December 31, 2023, the

Company paid an earnout amount of $ 1,426,914 CAD (approximately $ 1,036,500 USD) for the fiscal

year ended December 31, 2022.

On April 22, 2024, the Company paid another earnout amount

of $ 3,093,878 CAD (approximately $ 2,247,400 USD) for the fiscal year ended December 31, 2023.

As of March 31, 2025, the remaining earnout balance was $ 479,208 CAD ($ 295,797 USD).

Note 5 – Intangible Assets

Intangible assets consisted of the following:

Schedule of intangible assets

September 30,

Balance at beginning of the year

Purchase of additional intangible assets

Intangible assets at beginning of

Purchase of additional

intangible assets (drug licenses & dossiers)

Less accumulated amortization

Finite-lived intangible assets, net

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

Schedule of estimated amortization expense

Note 6 – Reverse

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

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

The Company had previously completed three

(3) reverse stock splits including a 1-for-200 reverse split on February 9, 2022, and two 1-for-20 reverse splits, one in 2019 and the

other in 2020.

The Company’s financial statements included in this report reflect all five (5) reverse stock splits on a retroactive

basis for all periods presented and for all references to common stock, unless specifically stated otherwise.

Intangible assets, net

Note 6 – Plant, Property and Equipment

Property, plant and equipment are stated at cost.

Depreciation of property, plant and equipment begins in the month when the asset is placed into service and is provided using the straight-line

method for financial reporting purposes at rates based on the estimated useful lives of the assets.

Estimated useful lives range from

three to twenty years.

Property, plant and equipment consist of the following:

Schedule of property and equipment

Computer equipment

Furniture and fixtures

Leasehold improvements

Accumulated depreciation

Plant, property and equipment,

Note 7 – Inventory

Inventory is comprised of the following:

Schedule of inventory

Finished goods

Allowance for obsolete

$ ( 270,023 )

Total Inventory, net

Note 8 – Leases

The Company has obligations as a lessee for warehouse

and office space with initial non-cancellable terms in excess of one year.

The Company classified the lease as an operating lease.

lease contains a renewal option for a period of five years.

Because the Company is certain to exercise the renewal option, the optional

period is included in determining the lease term, and associated payments under the renewal option are included in the lease payments.

The Company’s lease does not include termination options for either party to the lease or restrictive financial or other covenants.

Payments due under the lease contract include fixed payments plus a variable payment.

The Company’s office space lease requires

it to make variable payments for the Company’s proportionate share of building’s property taxes, insurance, and common area

These variable lease payments are not included in lease payments used to determine lease liability and are recognized as

variable costs when incurred.

Amounts reported on the balance sheet as of March

31, 2025 were as follows:

Schedule of lease information

Operating lease ROU asset

Operating Lease liability - Short-term

Operating lease liability - Long-term

Remaining lease term

4 Years 9 Months

Discount rate

Amounts disclosed for ROU assets obtained in exchange

for lease obligations and reductions of ROU assets resulting from reductions of lease obligations include amounts reduced from the carrying

amount of ROU assets resulting from deferred rent.

Maturities of lease liabilities under non-cancellable

operating leases at March 31, 2025 are as follows:

Schedule of maturities of lease liabilities

Note 9 – Income Taxes

The Company’s income tax (expense) /

benefit of $ 40,161

for the three months ended March 31, 2025 and March 31, 2024, respectively, is primarily due to operations outside of the United

States and changes in valuation allowance related to certain deferred tax assets generated or utilized in the applicable period.

Deferred tax assets are regularly reviewed for

recoverability by jurisdiction and valuation allowances are established based on historical and projected future taxable losses and the

expected timing of the reversal of existing temporary differences.

The Company has recorded valuation allowances against the majority

of its deferred tax assets of March 31, 2025, and the Company expects to maintain these valuation allowances until there is sufficient

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

The Company's consolidated financial statements

contain various tax related entries as a result of operations of the two Canadian subsidiaries and are in compliance with Canadian tax

The Company only recognizes tax benefits from an

uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities,

based on the technical merits of the position.

The tax benefits recognized in the financial statement from such a position are measured

based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

Company has not recognized such tax benefits in its financial statements.

Note 10 – Management

and Director Compensation

Company paid its officers aggregate cash compensation of $ 269,496 and $ 262,486 for the three-month periods ended March 31, 2025 and 2024,

respectively.

Company paid its directors aggregate cash compensation of $ 100,000

for each of the three-month periods ended March 31, 2025 and

2024 ($20,000 per director).

Note 11 – Capital

The Company’s

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

shares of common stock, par value $ 0.001 ,

and 30,000,000

shares of preferred stock, $ 0.10

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

shares of Series B Preferred Stock.

The Company’s authorized capital is comprised

of 3,000,000,000 shares of common stock, par value $ 0.001 , and 30,000,000 shares of preferred stock, $ 0.10 par value.

As of March 31,

2025, the Company had authorized 1,000,000 shares of Series B Preferred Stock.

The Series B Preferred Stock is non-convertible and non-redeemable.

1 unchanged sentence

to 1,000 votes per share.

As of September 30, 2024, 130,000

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

Executive Officer.

On February 17,

2022, the Company completed a public offering and received net proceeds of $ 6,833,071 from the offering.

Pursuant to the public offering,

the Company issued and sold an aggregate of 941 shares of common stock and 20,051 warrants to purchase shares of common stock (the “Tradeable

On October 12, 2023,

the Company held a special meeting of the holders of the outstanding Tradeable Warrants in which the holders of the majority of the outstanding

Tradeable Warrants approved an amendment to the Warrant Agent Agreement to eliminate the provision that prohibited the Company’s

CEO from exercising his voting rights under the Series B Preferred Stock, as well as to lower the exercise price of the Tradeable Warrants

from $4,440 to $220.

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

On March 14, 2022,

the Company completed a private placement and received net proceeds of $ 6,781,199 .

In connection with this private placement, the Company

issued (i) 1,150 shares of its common stock together with investor warrants (“Investor Warrants”) to purchase up to 1,150

shares of common stock, and (ii) 651 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable

for one share of common stock, together with Investor Warrants to purchase up to 6,511 shares of common stock.

Each share of common stock and accompanying Investor Warrant was sold

together at a combined offering price of $4,440 and each Pre-Funded Warrant and accompanying Investor Warrant were sold together at a

combined offering price of $4,438.

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

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

The Investor Warrants have an exercise price of $4,440 per share

(subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance.

On April 28, 2022,

the Company completed another private placement and received net proceeds of $ 16,752,915 .

In connection with this private placement,

the Company issued (i) 1,236 shares of its common stock together with warrants (“April Warrants”) to purchase up to 2,472

shares of common stock, and (ii) 1,195 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable

for one share of common stock, together with April Warrants to purchase up to 2,390 shares of common stock.

Each share of common stock

and accompanying two April Warrants were sold together at a combined offering price of $8,020 and each Pre-Funded Warrant and accompanying

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

The Pre-Funded Warrants were immediately exercisable,

at an exercise price of $2.00, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

Warrants have an exercise price of $7,520 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance

and will expire five years from the date of issuance.

On October 20, 2022,

the Company issued 1,850 shares of common stock as part of the acquisition of Nora Pharma.

These shares were valued at $ 4,514,000 , or

$2,440 per share.

On January 19, 2023,

the Company announced a stock repurchase program of up to $ 2 million (“Stock Repurchase Program”).

During the six months

ended June 30, 2023, the Company repurchased a total of 2,228 shares of common stock at an average price of $2,274.20 per share for a

total cost of $ 506,822 .

The 2,228 repurchased shares were cancelled and returned to treasury reducing the number of issued and

outstanding shares from 11,292 to 9,064.

On May 16, 2023,

the Company completed a private placement pursuant to a securities purchase agreement with an institutional investor for gross proceeds

of approximately $ 5 million, before deducting fees to the placement agent and other offering expenses payable by the Company.

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

In connection with the private placement, the Company issued (i) 1,225 shares of common

stock, (ii) 1,751 pre-funded warrants (the “May Pre-Funded Warrants”), and (iii) investor warrants (the “May Warrants”)

to purchase up to 5,952 shares of common stock.

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

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

As of March 31, 2025, 130,000 shares of Series B Preferred Stock were outstanding and held by the Company’s

Chief Executive Officer.

On February 17, 2022, the Company completed a public

offering and received net proceeds of $ 6,833,071 .

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

of common stock and 2,051 warrants to purchase shares of common stock (the “Tradeable Warrants”).

On March 14, 2022, the Company completed a private

placement and received net proceeds of $ 6,781,199 .

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

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

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

with Investor Warrants to purchase up to 651 shares of common stock.

Each share of common stock and accompanying Investor Warrant was

sold together at a combined offering price of $4,440 and each Pre-Funded Warrant and accompanying Investor Warrant were sold together

at a combined offering price of $4,438.

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

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

The Investor Warrants have an initial exercise price

of $4,440 per share (subject to adjustment), are exercisable upon issuance and will expire five years from the date of issuance.

On April 28, 2022, the Company completed another private

placement and received net proceeds of $ 16,752,915 .

In connection with this private placement, the Company issued (i) 1,236 shares of

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

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

Warrants to purchase up to 2,390 shares of common stock.

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

at a combined offering price of $8,020 and each Pre-Funded Warrant and accompanying two April Warrants were sold together at a combined

offering price of $8,018.

The May Pre-Funded Warrants are immediately exercisable, at an exercise price of $2.00, and may be exercised

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

The May Warrants have an exercise price of $1,180 per

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

In 2022 and 2023,

the Company issued a total of 5,396 shares of common stock in connection with warrant exercises for aggregate net proceeds of $ 13,196,681 .

In July 2023, the

Company repurchased a total of 34 shares of common stock under the Stock Repurchase Program announced on January 19, 2023, at an average

price of $1,009.20 per share for a total cost of $ 34,321 .

In October 2023, the 34 repurchased shares were cancelled and returned

to treasury reducing the number of issued and outstanding shares from 12,873 to 12,839.

On November 16,

2023, the Company issued 1,173 shares of common stock and received net proceeds of $ 2,346 in connection with the exercise of all 1,173

remaining May Pre-Funded Warrants at an exercise price of $2.00 per share.

On February 8, 2024,

the Company issued 20,000 shares of Series B Preferred Stock to the Company’s CEO for a purchase price of $ 0.10 per share.

On February 15,

2024, the Company completed an underwritten public offering and in connection therewith it issued an aggregate of 35,714 shares of common

stock, of which 22,500 shares were issued in connection with pre-funded warrant exercises.

On March 4, 2024,

the Company issued 100,000 shares of Series B Preferred Stock to the Company’s CEO for a purchase price of $ 0.10 per share.

On April 17, 2024,

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

In April and May

2024, the Company issued 1,120,784

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

and received $ 0

in net proceeds.

On August 16, 2024,

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

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

In August and September

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

net proceed of $ 1,892,608 .

As of September

30, 2024 and December 31, 2023, the Company had a total of 1,999,660 and 14,012 shares of common stock issued and outstanding, respectively.

The Company has

declared no dividends since inception.

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

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

The April Warrants have an exercise price of $7,520 per share (subject

to adjustment), are exercisable upon issuance and will expire five years from the date of issuance.

On October 20, 2022, the Company issued 1,850 shares

of common stock as part of the acquisition of Nora Pharma.

These shares were valued at $ 4,514,000 , or $2,440 per share.

On January 19, 2023, the Company announced a stock

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

During the six months ended June 30, 2023, the Company

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

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

On May 16, 2023, the Company completed a private placement

pursuant to a securities purchase agreement with an institutional investor for gross proceeds of approximately $ 5 million, before deducting

fees to the placement agent and other offering expenses payable by the Company.

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

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

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

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

Warrant and accompanying two May Warrants were sold together at a combined offering price of $1,678.

The May Pre-Funded Warrants are immediately

exercisable, at an exercise price of $2.00, and may be exercised at any time until all of the May Pre-Funded Warrants are exercised in

The May Warrants have an exercise price of $1,180 per share (subject to adjustment as set forth therein), are exercisable upon issuance

and will expire five and a half years from the date of issuance.

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

shares of common stock in connection with warrant exercises for aggregate net proceeds of $ 13,196,681 .

In July 2023, the Company repurchased a total of 34

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

a total cost of $ 34,321 .

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

and outstanding shares from 12,873 to 12,839.

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

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

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

rights under the Series B Preferred Stock, as well as to lower the exercise price of the Tradeable Warrants from $4,440 to $220.

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

On November 16, 2023, the Company issued 1,173 shares

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

an exercise price of $2.00 per share.

February 8, 2024, the Company issued 20,000 shares of Series B Preferred Stock to the Company’s CEO for a purchase price of $ 0.10

February 15, 2024, the Company completed an underwritten public offering and in connection therewith it issued an aggregate of 35,714

shares of common stock and received $ 8,522,411 in net proceeds.

In connection with this offering, the Company issued 22,500 pre-funded

warrants (the “2024 Pre-Funded Warrants”) exercisable at $2.00 per share, 3,986 Series A Warrants exercisable at $4,200.00

per share (subject to adjustment), or pursuant to an alternative cashless exercise provision, and 7,973 Series B Warrants exercisable

at $4,760.00 per share, subject to adjustment.

As of March 31, 2025, (i) all of the 2024 Pre-Funded Warrants have been exercised resulting

in the Company receiving net proceeds of $45,000, (ii) all of the Series A Warrants have been exercised pursuant to the alternative cashless

provision resulting in the Company receiving $0 in net proceeds, and (iii) 11,566,549 Series B Warrants remained outstanding and their

exercise price had been adjusted to $2.7879 as a result of two reverse stock splits which were conducted subsequent to their issuance.

The Series B Warrants expire in February 2029.

March 4, 2024, the Company issued 100,000 shares of Series B Preferred Stock to the Company’s CEO for a purchase price of $ 0.10

In April and May 2024, the Company issued 1,120,784

shares of common stock in connection with the cashless exercise of all of the Series A Warrants and received $ 0 in net proceeds.

On August 16, 2024, the Company issued 150,285 shares

of common stock in connection with the rounding up of fractional shares following the reverse stock splits of April 17, 2024 and August

In August and September 2024, the Company issued 678,865

shares of common stock in connection with the exercise of 678,865 Series B Warrants and received aggregate net proceed of $ 1,895,610 .

In November and December 2024, the Company issued 580,438

shares of common stock in connection with the exercise of 580,438 Series B Warrants and received aggregate net proceed of $ 1,618,203 .

On January 3, 2025, the Company issued 127,443 shares

of common stock upon the exercise of 127,443 Series B Warrants and received $ 355,298 in net proceeds.

As of March 31, 2025 and December 31, 2024, the

Company had 2,707,541 and 2,580,098 shares of common stock issued and outstanding, respectively.

The Company has declared no dividends since inception.

Note 12 – Warrants

The Company accounts

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

Under ASC 480-10, warrants are considered

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

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

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

Under ASC 815-40, contracts that may require settlement for cash are liabilities,

regardless of the probability of the occurrence of the triggering event.

Liability-classified warrants are measured at fair value on

the issuance date and at the end of each reporting period.

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

in the consolidated statements of operations as a gain or loss.

If warrants do not require liability classification under ASC 815-40,

in order to conclude warrants should be classified as equity, the Company assesses whether the warrants are indexed to its common stock

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

Equity-classified warrants are

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

In 2022, 2023, and

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

warrants as follows:

Schedule of warrants issued

with financing

Exercise Price

The Company accounts for issued warrants either as

a liability or equity in accordance with ASC 480-10 or ASC 815-40.

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

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

If warrants do not meet liability classification

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

or as equity.

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

of the triggering event.

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

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

as a gain or loss.

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

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

under ASC 815-40 or other applicable GAAP standard.

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

no changes in fair value recognized after the issuance date.

In 2022, 2023, and 2024, the Company completed five

(5) financing events, and in connection therewith, it issued warrants as follows:

Schedule of warrants

issued with financing

2022 Pre-Funded Warrants

1 unchanged sentence

Investor Warrants

$ 4,440.00 **

April Warrants

3 unchanged sentences

Series A Warrants

Series B Warrants

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

As of September

30, 2024, all of the 2022 Pre-Funded Warrants, all of the May Pre-Funded Warrants, all of the 2024 Pre-Funded Warrants, a total of 1,569

Tradeable Warrants, 1,401 Investor Warrants, all of the Series A Warrants, and 678,865 Series B Warrants were exercised resulting in

aggregate net proceeds of $ 15,134,289 received by the Company.

On February 11,

2024, the Company redeemed all of the April Warrants and all of the May Investor Warrants for an aggregate purchase price of $ 3,139,651 .

The Company’s

outstanding warrants as of September 30, 2024 consisted of the following:

Subject to adjustment.

The Series B Warrants adjusted to a total of 13,613,297 warrants exercisable at $2.7879 per share following the Company’s 1-for-20

reverse stock split on August 8, 2024.

Subject to adjustment.

As of March 31, 2025, all of the 2022 Pre-Funded Warrants,

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

all of the Series A Warrants, and 1,259,303 Series B Warrants (as adjusted) were exercised resulting in aggregate net proceeds of $ 16,752,492

received by the Company.

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

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

On January 3, 2025, the Company issued 127,443 shares

of common stock upon the exercise of 127,443 Series B Warrants and received $ 355,298 in net proceeds.

The Company’s outstanding warrants as of March

31, 2025 consisted of the following:

Schedule of warrants outstanding

Exercise Price

Tradeable Warrants

Investor Warrants

$ 4,000.00 **

Series B Warrants

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

As adjusted and subject to further adjustments.

In a subsequent event on April 2, 2025, 660,000 Series B Warrants were exercised leaving 11,566,549 warrants remaining outstanding.

Note 13 – Earnings

The following table sets forth the computation

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

Schedule of computation

of basic and diluted net income per share

Net gain (loss) attributable to common stock

The following table sets forth the computation of basic

and diluted net income per share for the quarters ended March 31:

Schedule of computation of basic and diluted net income per share

Net gain (loss)

attributable to common stock

$ ( 1,179,771 )

$ ( 1,283,801 )

Basic weighted average outstanding shares of common stock

Dilutive common share equivalents

Dilutive weighted average outstanding shares of common stock

Net gain (loss) per share attributable to common stock

Note 10 – Lease

The Company has

obligations as a lessee for office and warehouse space with initial non-cancellable terms in excess of one year.

The Company classified

the lease as an operating lease.

The lease contains a renewal option for a period of five years.

Because the Company is certain to exercise

the renewal option, the optional period is included in determining the lease term, and associated payments under the renewal option are

included in the lease payments.

The Company’s lease does not include termination options for either party to the lease or restrictive

financial or other covenants.

Payments due under the lease include fixed payments plus a variable payment.

The Company’s lease

requires it to make variable payments for the Company’s proportionate share of building’s property taxes, insurance, and

common area maintenance.

These variable lease payments are not included in lease payments used to determine lease liability and are recognized

as variable costs when incurred.

Amounts reported on the balance sheet

as of September 30, 2024, were as follows:

Schedule of lease information

Operating lease

Operating lease liability

Remaining lease term

years 3 months

Discount rate

Amounts disclosed

for ROU assets obtained in exchange for lease obligations and reductions of ROU assets resulting from reductions of lease obligations

include amounts reduced from the carrying amount of ROU assets resulting from deferred rent.

Maturities of lease liabilities under

non-cancellable operating leases at September 30, 2024 are as follows:

Schedule of maturities of lease liabilities

Note 11 – Management

and Director Compensation

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

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

Of the $1,595,711

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

The Company paid

its directors aggregate cash compensation totaling $ 100,000 for each of the three months periods ended September 30, 2024 and 2023, and

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

Note 12 – Income

Income tax (expense) / benefit of $ ( 130,551 ) and $ 190,787 for the three and nine months ended September 30, 2024, respectively, is primarily

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

utilized in the applicable period.

income tax (expense) of $ ( 40,952 ) and $ ( 174,899 ) for the three and nine months ended September 30, 2023, respectively, is

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

generated or utilized in the applicable period.

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

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

The Company has recorded valuation

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

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

Company's consolidated financial statements contain various tax related entries the same being due to the operations of the two Canadian

subsidiaries and are in compliance with Canadian tax laws.

Weighted average common

shares outstanding (basic & diluted)

and diluted gain (loss) per share attributable to common stock

Note 14 – Subsequent

April 2, 2025, the Company issued 660,000 shares of common stock upon the exercise of 660,000 Series B Warrants and received $1,840,014

in net proceeds.

April 3, 2025, the Company completed a registered direct offering at $2.07 per common share

(or pre-funded warrant) for gross proceeds of approximately $2.46 million, before deducting

fees to the placement agent and other offering expenses payable by the Company.

The net proceeds

received by the Company were $1,828,596.

a result of the financing event of April 3, 2025, the number of outstanding Series B Warrants and the exercise price thereof were adjusted

from 11,566,549 warrants at an exercise price of $2.7879 to 15,577,962 warrants with an exercise price of $2.07 per share, in accordance

with the terms of the Series B Warrants.

April 14, 2025, the Company terminated the employment of Mr.

Malek Chamoun, president of

the Company’s wholly owned Canadian subsidiary, Nora Pharma Inc., and appointed Ms.

Catherine Peloquin as the new president of Nora Pharma.

On April 17, 2025, the Company received

a demand letter (the “Demand Letter”) from the attorneys of Mr.

Chamoun requesting

that the Company pay to Mr.

Chamoun $7,307,025 CAD (approximately $5,300,000 USD) within

five (5) days.

The Company believes that the demands contained in the Demand Letter, including

the sum of $7,307,025 CAD (approximately $5,300,000 USD) are unfounded and intends to defend

itself vigorously.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements