What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-12 · 231 added, 309 removed, 286 unchanged (65% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

Current Assets:

21 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, 4,555,945 and 2,580,098 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

3,000,000,000 shares authorized;

4,555,945 and 2,580,098 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Capital paid in excess of par value

Accumulated comprehensive income (loss)

Accumulated comprehensive income

Accumulated (Deficit)

3 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

See Accompanying Notes

To These Unaudited Consolidated 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)

September 30,

Cost of Sales

2 unchanged sentences

Impairment of intangible assets

Total General & Administrative Expenses

(Loss) from operations

3 unchanged sentences

( 3,774,399 )

Other Income (Expense):

Foreign exchange gain

Other Income (Expenses):

(Loss) on asset sale

Foreign exchange gain (loss)

Interest income

Interest expense

Total Other Income (Expense)

Total Other Income (Expenses)

Net (loss) before income taxes

9 unchanged sentences

Gain (Loss) from foreign exchange translation

( 1,379,155 )

Comprehensive (Loss)

5 unchanged sentences

Weighted Average Common Shares Outstanding (Basic)

See Accompanying Notes To

These Unaudited Consolidated Financial Statements

See Accompanying Notes To These Unaudited Consolidated

Financial Statements

Sunshine Biopharma Inc.

Statements of Cash Flows (Unaudited)

Consolidated Statements of Cash Flows (Unaudited)

September 30,

Cash Flows From Operating Activities:

10 unchanged sentences

Prepaid expenses

Reduction in right-of-use asset

Accounts payable & accrued expenses

Lease liability

Earn-out payable

1 unchanged sentence

Income tax payable

( 1,247,671 )

Net Cash Flows (Used In) Operating Activities

2 unchanged sentences

Cash Flows From Investing Activities:

Reduction in right-of-use asset

Purchase of intangible assets

1 unchanged sentence

( 1,554,455 )

Asset disposition

Net Cash Flows (Used In) Investing Activities

5 unchanged sentences

( 3,139,651 )

Lease liability

Net Cash Flows Provided by Financing Activities

3 unchanged sentences

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 Unaudited Consolidated Financial Statements

See Accompanying Notes To These Unaudited Consolidated

Financial Statements

Sunshine Biopharma Inc.

1 unchanged sentence

Number Of Common Shares

Capital Paid in Excess of Par

Capital Paid in Excess

Number Of Preferred Shares

Balance March

$ ( 803,770 )

Comprehensive

Three Months Period

Balance at June 30, 2025

$ ( 71,990,379 )

Exercise of warrants

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

( 1,485,448 )

at June 30, 2025

Balance at September 30, 2025

$ ( 320,841 )

Balance March 31, 2024

$ ( 72,874,199 )

Exercise of warrants

Balance June 30, 2024

$ ( 683,050 )

$ ( 65,683,759 )

June 30, 2024

Exercise of warrants

( 1,197,803 )

Balance September 30, 2024

$ ( 66,881,562 )

Six Months Period

Nine Months Period

Balance December 31, 2024

2 unchanged sentences

Exercise of warrants

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

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

( 3,834,425 )

( 3,325,307 )

at June 30, 2025

Balance at September 30, 2025

$ ( 320,841 )

$ ( 72,874,199 )

Balance December 31, 2023

$ ( 63,905,658 )

Stock issued to related party

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

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

Repurchase of warrants

( 3,139,651 )

Repurchase warrants

( 3,139,651 )

1 unchanged sentence

( 2,975,904 )

at June 30, 2024

( 3,503,419 )

Balance at September 30, 2024

$ ( 66,881,562 )

See Accompanying Notes

To These Unaudited Consolidated Financial Statements

See Accompanying Notes To These Unaudited Consolidated

Financial Statements

Sunshine Biopharma Inc.

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, 2025 and 2024

Note 1 – Description

For the Nine Months Ended September 30, 2025 and 2024

Note 1 – Description of Business

The Company was incorporated under the name Mountain

9 unchanged sentences

(i) Nora Pharma Inc.

(“Nora Pharma”), a Canadian corporation through which we currently have 74 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.

(“Nora Pharma”), a Canadian corporation with a portfolio of pharmaceutical products consisting of 76

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”) supplements.

The Company operates the two subsidiaries

as a single business segment.

Sales of the OTC supplements represent less than 3% of the Company’s total sales.

The Company is not subject to material customer

5 unchanged sentences

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.

Pharmaceutical Association (“CGPA”) resulted in updated generic pricing for certain products which took effect on October

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

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

2 unchanged sentences

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

Note 2 – Basis

of Presentation

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

for the nine month periods ended September 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.

– Reverse Stock Splits

Note 3 – Reverse Stock Splits

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

5 unchanged sentences

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

Note 4 – Registered

Direct Offering

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.

direct offering of 928,404 shares of common stock and 260,000 pre-funded warrants (the “2025 Pre-Funded Warrants”) at an offering

price of $ 2.07 per share and $ 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 paid

by the Company.

The net proceeds received by the Company were $ 1,828,596 .

The 2025 Pre-Funded Warrants were immediately exercisable and

could be exercised at any time until exercised in full.

Note 5 – 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.

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

The 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.

2 unchanged sentences

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

Accounts receivable

Intangible assets

Equipment & furniture

Liabilities assumed

( 5,981,286 )

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).

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.

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.

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.

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

This remaining earnout amount is currently in dispute following dismissal of Mr.

by the Company on April 14, 2025 (See Note 16).

Note 6 – Intangible Assets

Intangible assets consisted of the following:

assets consisted of the following:

Schedule of intangible assets

Balance at beginning of the year

Purchase of additional intangible assets (licenses)

Impairment of Intangible assets (licenses)*

Purchase of licenses

( 1,616,459 )

2 unchanged sentences

________________________

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

product licenses could not be commercialized

The impairment

was a result of the determination by the Company that certain product licenses could not be commercialized

Note 7 – 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 are stated at

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.

useful lives range from three to twenty years.

Property, plant and equipment consist of the following:

Schedule of property and equipment

September 30,

Computer equipment

2 unchanged sentences

Accumulated depreciation

Plant, property and equipment, net

Plant, property and equipment,

Note 8 – Inventory

Inventory is comprised of the following:

comprised of the following:

Schedule of inventory

September 30,

Finished goods

Allowance for obsolete inventory

Allowance for obsolete

$ ( 540,486 )

Total Inventory, net of allowance

Total Inventory, net

Note 9 – Leases

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 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.

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.

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:

The 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

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

variable costs when incurred.

reported on the balance sheet as of September 30, 2025 were as follows:

Schedule of lease information

Operating lease ROU asset

Operating Lease liability - Short-term

Operating lease liability - Long-term

Operating lease

Operating Lease liability -

Operating lease liability -

Remaining lease term

4 unchanged sentences

amount of ROU assets resulting from deferred rent.

Maturities of lease liabilities under non-cancellable

operating leases at June 30, 2025 are as follows:

of lease liabilities under non-cancellable operating leases at September 30, 2025 are as follows:

Schedule of maturities of lease liabilities

Note 10 – Income Taxes

The Company’s income tax (expense) /

benefit of $ 209,166

Company’s income tax (expense) / benefit of $ 137,438

and $ 386,765

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

for the three and nine months ended September 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.

Company’s income tax (expense) / benefit of $ 215,217

and $ 106,121

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

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 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.

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.

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.

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, 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.

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 laws.

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

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.

Of the $ 1,382,842

amount, $ 400,000

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

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

Those effects, both current tax and deferred tax, are reported as part of continuing operations.

The Company currently does

not believe that the OBBBA will have a material impact on the Company's income tax expense.

Note 11 – Management and Director

The Company paid its officers aggregate cash compensation

of $ 788,322 and $ 240,176 for the three-month periods ended September 30, 2025 and 2024, respectively.

For the nine-month periods ended

September 30, 2025 and 2024, the Company paid its officers aggregate cash compensation of $ 2,316,641 and $ 1,595,711 , respectively.

$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 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

As of December 31, 2024 and June 30, 2025, the Company had authorized 1,000,000

shares of Series B Preferred Stock.

compensation of $ 100,000 for each of the three-month periods ended September 30, 2025 and 2024, and $ 300,000 for each of the nine-month

periods ended September 30, 2025 and 2024.

Note 12 – Capital 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 December 31, 2024 and September 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

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

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 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 .

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.

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 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

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

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.

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 December 31, 2024 and September 30, 2025, 130,000 shares of Series B Preferred Stock were outstanding

and held by the Company’s Chief Executive Officer.

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 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 September 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.

The Series B Warrants expire in February 2029.

On March 4, 2024, the Company issued 100,000 shares

15 unchanged sentences

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.

As of September 30, 2025 and December 31, 2024,

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

The Company has declared no dividends since inception.

18 unchanged sentences

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:

In 2022, 2023, 2024, and April 2025, the Company completed six (6) financing

events, and in connection therewith, it issued warrants as follows:

Schedule of warrants issued with financing

Exercise Price

2022 Pre-Funded Warrants

Tradeable Warrants*

February 2027

Investor Warrants

3 unchanged sentences

May Investor Warrants

November 2028

2024 Pre-Funded Warrants

3 unchanged sentences

$ 4,760.00 **

warrants trade under the ticker symbol SBFMW.

to adjustment.

February 2029

2025 Pre-Funded Warrants

These warrants

trade under the ticker symbol SBFMW

Subject 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.

As of September 30, 2025, all of the 2022

Pre-Funded Warrants, all of the May Pre-Funded Warrants, all of the 2024 Pre-Funded Warrants, all of the 2025 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:

September 30, 2025 consisted of the following:

Schedule of warrants outstanding

Exercise Price

Tradeable Warrants*

February 2027

Investor Warrants

1 unchanged sentence

15,577,965 ***

warrants trade under the ticker symbol SBFMW.

February 2029

These 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

As 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

Note 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:

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

Schedule of computation of basic and diluted net income per share

2 unchanged sentences

$ ( 2,975,904 )

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

Weighted average common shares outstanding (basic & diluted)

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

15 – New Accounting Pronouncements

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,

establishes incremental disaggregation of income tax disclosures pertaining to the effective tax rate reconciliation and income taxes

This standard is effective for fiscal years beginning after December 15, 2024 and requires prospective application with the option

to apply it retrospectively.

The Company intends to adopt this standard in its Annual Report on Form 10-K for the year ending December

The Company is currently evaluating the potential impact of adopting this standard on its disclosures.

2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , requires disaggregation of specific expense categories

in the notes to the financial statements and a qualitative description of the remaining expense amounts not separately disaggregated.

This standard is effective for annual reporting periods beginning after December 15, 2026, and requires prospective application with the

option to apply it retrospectively.

The Company intends to adopt this standard in its Annual Report on Form 10-K for the year ending December

The Company is currently evaluating the potential impact of adopting this standard on its disclosures.

Note 16 – Employee Termination

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

Malek Chamoun, president of the Company’s wholly owned Canadian subsidiary,

Nora Pharma, and appointed Ms.

Catherine Peloquin as the new president of Nora Pharma.

Chamoun was terminated for cause.

On April 17, 2025, the Company

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

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

CAD (approximately $5,300,000 USD) within five (5) days.

In response to the Demand Letter, the Company issued a letter on May 1, 2025

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.

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 claim.

Note 17 – Subsequent Events

On October 16, 2025, the Company issued 350,000 shares of common stock

upon the exercise of 350,000 Series B Warrants and received net proceeds of $724,500.

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