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Item 1. Financial Statements

2025-08-12 compared with 2025-05-15 · 334 added, 240 removed, 261 unchanged (69% of the section changed)

25 unchanged sentences

Preferred Stock Series B $ 0.10 par value per share;

1,000,000 shares authorized;

130,000 shares issued and outstanding

1,000,000 shares authorized, 130,000 shares issued and outstanding

Common Stock $ 0.001 par value per share;

3,000,000,000 shares authorized;

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

3,000,000,000 shares authorized, 4,555,945 and 2,580,098 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Capital paid in excess of par value

Accumulated comprehensive income

Accumulated comprehensive income (loss)

Accumulated (Deficit)

3 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

See Accompanying Notes To These

Financial Statements

See Accompanying Notes

To These Unaudited Consolidated Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

Consolidated Statements of Operations and

Comprehensive Loss (Unaudited)

Cost of Sales

1 unchanged sentence

Director fees

Depreciation & amortization

Impairment of intangible assets

Total General & Administrative Expenses

2 unchanged sentences

( 1,268,276 )

Other Income:

Foreign exchange

( 3,350,405 )

( 2,668,046 )

Other Income (Expense):

Foreign exchange gain

Interest income

Interest expense

Total Other Income

Total Other Income (Expense)

Net (loss) before income taxes

1 unchanged sentence

( 3,199,932 )

( 2,099,439 )

Provision for income taxes

1 unchanged sentence

$ ( 494,300 )

Foreign exchange translation

$ ( 2,950,605 )

$ ( 1,778,101 )

Other comprehensive income:

Gain (Loss) from foreign exchange translation

( 1,379,155 )

Comprehensive (Loss)

1 unchanged sentence

$ ( 1,329,750 )

Basic and diluted (Loss) per common share

Weighted average common shares outstanding (basic & diluted)

See Accompanying Notes To These

Financial Statements

$ ( 1,839,859 )

$ ( 3,157,256 )

Basic (Loss) per common share

Weighted Average Common Shares Outstanding (Basic )

See Accompanying Notes To

These Unaudited Consolidated Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Cash Flows (Unaudited)

Statements of Cash Flows (Unaudited)

Cash Flows From Operating Activities:

3 unchanged sentences

Depreciation and amortization

Intangible asset impairment

Stock issued for services

1 unchanged sentence

( 2,308,159 )

( 1,123,909 )

( 2,949,128 )

Prepaid expenses

Accounts Payable & accrued expenses

Earn-out payable

( 2,547,831 )

Income tax payable

( 1,247,671 )

Net Cash Flows (Used In) Operating Activities

5 unchanged sentences

Purchase of equipment

( 1,037,450 )

Net Cash Flows (Used In) Investing Activities

( 1,210,944 )

Cash Flows From Financing Activities:

8 unchanged sentences

( 3,604,320 )

Effect of exchange rate changes on cash

Foreign currency translation adjustment

( 1,180,282 )

Cash and Cash Equivalents at End of Period

2 unchanged sentences

Stock issued for services

See Accompanying Notes To These

Financial Statements

See Accompanying Notes

To These Unaudited Consolidated Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Shareholders' Equity

Consolidated Statements of Shareholders' Equity (Unaudited)

Number Of Common Shares

1 unchanged sentence

Number Of Preferred Shares

Compre- hensive

Balance December 31, 2024

Balance March

$ ( 803,770 )

1 unchanged sentence

Exercise of warrants

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

( 1,770,834 )

at June 30, 2025

$ ( 71,990,379 )

Balance at March 31, 2025

Balance March 31, 2024

$ ( 65,189,459 )

Exercise of warrants

$ ( 494,300 )

( 1,329,750 )

June 30, 2024

$ ( 683,050 )

$ ( 65,683,759 )

Six Months Period

Balance December 31,

$ ( 829,959 )

Preferred Stock issued to related party

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

$ ( 69,039,774 )

Exercise of warrants

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

( 2,950,605 )

( 1,839,859 )

at June 30, 2025

$ ( 71,990,379 )

Balance December 31,

$ ( 63,905,658 )

Stock issued to related party

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

Exercise of warrants

Repurchase of warrants

3 unchanged sentences

( 1,778,101 )

Balance March 31, 2024

( 3,157,256 )

See Accompanying Notes To These

Financial Statements

at June 30, 2024

$ ( 683,050 )

$ ( 65,683,759 )

See Accompanying Notes

To These Unaudited Consolidated Financial Statements

Sunshine Biopharma Inc.

Notes to Unaudited Consolidated Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Six Months Ended June 30, 2025 and 2024

Note 1 – Description

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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.

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 government policies which may change over time.

The most recent negotiations between the pan-Canadian

Pharmaceutical Alliance (“pCPA”), the entity that negotiates drug prices on behalf of the government, and the Canadian Generic

Pharmaceutical Association resulted in updated generic pricing for certain products which took effect on October 1, 2023.

prices are valid for three years and the agreement contains an option to extend for an additional two years.

On February 10, 2024, the

Canadian federal government joined the generic drug reimbursement program as a payor under the Pharmacare Act.

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

1 unchanged sentence

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

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

Note 2 – Basis

of Presentation

The unaudited financial statements of the Company

for the six month periods ended June 30, 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

8 unchanged sentences

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.

– Reverse Stock Splits

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 – Registered

Direct Offering

On April 3, 2025, the Company completed a registered

direct offering of 1,188,404

shares of common stock (or pre-funded warrants) at an offering price of $ 2.07

per share (or $ 2.06999 per pre-funded warrant

which is equal to the offering price per share minus an exercise price of $ 0.001 )

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 .

The Pre-Funded Warrants were immediately exercisable and may be exercised at any time until exercised in full.

The offering was made

pursuant to an effective shelf registration statement on Form S-3 (No.

333-284142) previously filed with the U.S.

Securities and Exchange

Commission (SEC) and declared effective by the SEC on January 15, 2025.

Note 5 – Acquisition of Nora Pharma

On October 20, 2022, the Company acquired all of

the issued and outstanding shares of Nora Pharma Inc.

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

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.

purchase 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:

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 as of the same date:

Schedule of allocation of purchase price

5 unchanged sentences

Total Consideration

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

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

acquisition date, October 20, 2022 ($2,440.00 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.

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).

As 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

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

The total earnout amount of $3,632,000 has been recorded as a salary payable.

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).

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 June 30, 2025, the remaining earnout balance was $ 479,208 CAD ($ 295,797 USD).

Note 6 – Intangible Assets

1 unchanged sentence

Schedule of intangible assets

Intangible assets at beginning of

Purchase of additional

intangible assets (drug licenses & dossiers)

Balance at beginning of the year

Purchase of additional intangible assets (licenses)

Impairment of Intangible assets (licenses)*

( 1,061,809 )

Less accumulated amortization

Intangible assets, net

________________________

impairment was a result of the determination by the Company that certain

product licenses could not be commercialized

Note 7 – Plant, Property and Equipment

10 unchanged sentences

Accumulated depreciation

Plant, property and equipment,

Plant, property and equipment, net

Note 8 – Inventory

2 unchanged sentences

Finished goods

Allowance for obsolete

Allowance for obsolete inventory

$ ( 366,262 )

Total Inventory, net

Total Inventory, net of allowance

Note 9 – 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.

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 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

Company’s lease requires the Company to make variable payments for the Company’s proportionate share of the

building’s property taxes, insurance, and common area maintenance.

These variable lease payments are not included in lease

payments used to determine lease liability and are recognized as variable costs when incurred.

Amounts reported on the balance sheet as of June

30, 2025 were as follows:

10 unchanged sentences

Maturities of lease liabilities under non-cancellable

operating leases at March 31, 2025 are as follows:

operating leases at June 30, 2025 are as follows:

Schedule of maturities of lease liabilities

2 unchanged sentences

benefit of $ 209,166

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.

and $ 249,327

for the three and six months ended June 30, 2025, 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.

The Company’s income tax (expense)

/ benefit of $ 343,691

and $ 321,338

for the three and six months ended June 30, 2024, respectively, is primarily due to operations outside of the United States and

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

Deferred tax assets are regularly reviewed for

2 unchanged sentences

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

of its deferred tax assets of June 30, 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.

1 unchanged sentence

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.

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.

To date, the Company has not recognized such tax benefits in its financial statements.

On July 4, 2025, the One Big Beautiful Bill Act

("OBBBA") was enacted in the U.S.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus

depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC Topic 740, Income Taxes, requires the

tax effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted.

Those effects, both current

tax and deferred tax, are reported as part of continuing operations.

The Company is assessing OBBBA’s impact on the Company’s

Consolidated Financial Statements but currently does not believe that OBBBA will have a material impact on the Company's income tax expense.

As the legislation was signed into law after the close of the Company's second quarter, the impact is not included in its operating results

for the three and six months ended June 30, 2025.

Note 11 – 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,

The Company paid its officers aggregate cash

compensation of $ 524,504 and $ 1,120,356

for the three-month periods ended June 30, 2025 and 2024, respectively.

For the six-month periods ended June 30, 2025 and 2024, the

Company paid its officers aggregate cash compensation of $ 988,801 and $ 1,382,842 ,

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).

Of the $ 1,382,842

amount, $ 400,000

was paid to Advanomics Corporation, a company controlled by the CEO of the Company.

The Company paid its directors aggregate cash

compensation of $ 100,000 for each of the three-month periods ended June 30, 2025 and 2024, and $ 200,000 for each of the six-month periods

ended June 30, 2025 and 2024.

Note 12 – 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 par value.

As of March 31,

2025, 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

As of December 31, 2024 and June 30, 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.

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

to 1,000 votes per share.

As of 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”).

It has a liquidation

preference equal to the stated value of $0.10 per share, relative to the common stock and gives the holder the right to 1,000 votes

As of December 31, 2024 and June 30, 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

11 unchanged sentences

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

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

12 unchanged sentences

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 .

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 .

2,228 repurchased shares were cancelled and returned to treasury, reducing the number of issued and outstanding shares from 11,292 to

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.

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

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.

$ 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 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 of issuance.

In 2022 and 2023, the Company issued a total of

1 unchanged sentence

In July 2023, the Company repurchased a total of

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

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

The Company 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.

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 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 June 30, 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

proceeds, and (iii) 15,577,965 Series B Warrants remained outstanding and their exercise price had been adjusted to $2.07 as a

result of two reverse stock splits and a financing event which were conducted subsequent to their issuance.

Warrants expire in February 2029.

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.

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

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

1 unchanged sentence

In November and December 2024, the Company issued

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

580,438 shares of common stock in connection with the exercise of 580,438 Series B Warrants and received aggregate net proceeds 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.

On 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.

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

On April 3, 2025, the Company issued an aggregate

of 1,188,404 shares of common stock in connection with a registered direct offering and received $ 1,828,596 in net proceeds.

As of June 30, 2025 and December 31, 2024, the

Company had 4,555,945 and 2,580,098 shares of common stock issued and outstanding, respectively.

1 unchanged sentence

Note 13 – Warrants

The Company accounts for issued warrants either as

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

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

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

If warrants do not meet liability classification

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

or as equity.

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

of the triggering event.

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

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

as a gain or loss.

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

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

under ASC 815-40 or other applicable GAAP standard.

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

no changes in fair value recognized after the issuance date.

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

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

Schedule of warrants

issued with financing

The Company accounts for issued warrants either

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

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

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

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 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 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

7 unchanged sentences

Series A Warrants

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:

$ 4,200.00 **

Series B Warrants

$ 4,760.00 **

warrants trade under the ticker symbol SBFMW.

to adjustment.

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 .

As of June 30, 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 1,919,303 Series B Warrants (as adjusted) were exercised resulting in aggregate net proceeds

of $ 17,412,492 received by the Company.

The Company’s outstanding warrants as of

June 30, 2025 consisted of the following:

Schedule of warrants outstanding

1 unchanged sentence

Investor Warrants

$ 4,000.00 **

Series B Warrants

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 March 31:

15,577,965 ***

warrants trade under the ticker symbol SBFMW.

Subject to adjustment of

the number of warrants and exercise price upon certain corporate actions such that the aggregate value of the warrants remains unchanged.

adjusted following the financing event of April 3, 2025 and subject to further adjustment of the number of warrants and exercise

price upon certain corporate actions such that the aggregate value of the warrants remains unchanged.

14 – Earnings Per Share

The following table sets forth the computation

of basic and diluted net income per share for the six months ended June 30:

Schedule of computation of basic and diluted net income per share

Net gain (loss)

attributable to common stock

Net gain (loss) attributable to common stock

$ ( 2,950,605 )

$ ( 1,778,101 )

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.

Weighted average common shares outstanding

(basic & diluted)

Basic and diluted gain (loss) per

share attributable to common stock

Note 15 – Employee

On 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

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.

Chamoun was terminated for cause.

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.

In response to the Demand Letter, the Company issued a letter advising that the demands contained in the

Demand Letter, including the sum of $7,307,025 CAD (approximately $5,300,000 USD), are completely unfounded and that it intends to

defend itself vigorously.

There has been no communications between the parties since June 11, 2025.

No provision or accrual was made

in the financial statements for any litigation liability or legal expense which the Company may incur in connection with this alleged

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