What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-04-03 compared with 2025-04-01 · 510 added, 378 removed, 546 unchanged (62% of the section changed)

2 unchanged sentences

Public Accounting Firm

the Audit Committee and Shareholders of Sunshine Biopharma Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Sunshine Biopharma Inc.

(the Company) as of December 31, 2025, and the related

consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for the year ended December

31, 2025 and the related notes (collectively referred to as the "financial statements").

In our opinion, the consolidated financial

statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025,

and the results of its operations and its cash flows for the year-ended December 31, 2025, in conformity with accounting principles generally

accepted in the United States of America.

The financial statements of Sunshine Biopharma Inc., as of December 31, 2024, were audited

by other auditors whose report dated April 1, 2025, expressed an unqualified opinion on those financial statements.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and the significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe our audits provides

a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audits of the consolidated financial statements

that were communicated, or required to be communicated, to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are

not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or

disclosures to which they relate.

Revenue Recognition

discussed in the notes to the consolidated financial statements, the Company recognizes revenues related to three services derived from

the sale of pharmaceutical products, including sale of pharmaceutical products to registered pharmacy or registered wholesaler, sale

of health and wellness supplements products, and commissions related to selling pharmaceutical products.

The Company recognizes revenues

when customer receives the requested products for the sale of pharmaceutical products and upon settlement date for the sale of the health

and wellness in the amount of consideration the Company expects to receive in exchange for the products or services provided.

the recognition of revenue involves significant challenge due to the inherent risk of revenue recognition.

Related to sales of pharmaceutical

products and health and wellness supplements, M&K tested a sample of sales transactions, formal proof of delivery, and cash collections.

Related to sales commission for the sale of pharmaceutical products, M&K tested a sample of sales commission transactions, validity

of commissions agreement and third-party sales data through the Company to the various parties involved.

evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship

to the relevant agreements.

M&K CPAS, PLLC

We have served

as the Company’s auditor since 2025

The Woodlands,

April 3, 2026

PCAOB ID Number 2738

of Independent Registered Public Accounting Firm

of Directors and Shareholders of

To the Board of

Directors and Shareholders of

Sunshine Biopharma,

on the Consolidated Financial Statements

the Financial Statements

We have audited

the accompanying consolidated balance sheets of Sunshine Biopharma, Inc.

as of December 31, 2024 and 2023 and the related consolidated

statements of operations and comprehensive loss, shareholders’ equity, and cash flows, for the period ended December 31, 2024 and

2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of Sunshine Biopharma, Inc.

as of December 31,

2024 and 2023, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

as of December 31, 2024 and the related consolidated statements

of operations and comprehensive loss, shareholders’ equity, and cash flows, for the period ended December 31, 2024, and the related

notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of Sunshine Biopharma, Inc.

as of December 31, 2024, and the results

of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in

the United States of America.

Basis for Opinion

These consolidated

6 unchanged sentences

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

our audits in accordance with the standards of the PCAOB.

We conducted our

audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable

6 unchanged sentences

such opinion.

included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits included

performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used

and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

Critical Audit

matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit

Critical audit

matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

Associates CPA LLC

1 unchanged sentence

as the Company’s auditor since 2024.

Henderson, Nevada

April 1, 2025

20 unchanged sentences

Long-Term Liabilities:

Deferred tax liability

Right-of-use-liability

Total Long-Term Liabilities

TOTAL LIABILITIES

SHAREHOLDERS' EQUITY

Preferred Stock, Series B $ 0.10

par value per share;

shares authorized;

Preferred Stock, Series B $ 0.10 par value per share;

1,000,000 shares

130,000 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Common Stock, $ 0.001 par value per share;

3,000,000,000 shares authorized;

2,580,098 and 14,012 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

3,000,000,000 shares

4,905,945 and 2,580,098 shares issued and outstanding at December 31, 2025 and December 31, 2024,

Capital paid in excess of par value

3 unchanged sentences

( 69,039,774 )

TOTAL SHAREHOLDERS' EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

See Accompanying Notes To These Financial Statements

SHAREHOLDERS' EQUITY

LIABILITIES AND SHAREHOLDERS' EQUITY

See Accompanying Notes

To These Consolidated Financial Statements

Sunshine Biopharma Inc.

Consolidated Statement Of

Operations and Comprehensive Loss

Statement Of Operations and Comprehensive Loss

Cost of Sales

1 unchanged sentence

Director fees

Depreciation & amortization

Total General & Administrative Expenses

Intangible assets

& amortization

Total General & Administrative

(Loss) from operations

5 unchanged sentences

Interest expense

(Loss) on asset sale

Total Other Income (Expense)

6 unchanged sentences

Other Comprehensive Income:

Gain (Loss) from foreign exchange translation

Gain (Loss) from foreign

exchange translation

( 1,526,064 )

2 unchanged sentences

( 6,660,180 )

Earnings (Loss) per common share (Basic & Diluted)

Weighted Average Common Shares Outstanding (Basic & Diluted)

See Accompanying Notes To These Financial Statements.

(Loss) per common share

Weighted average common shares outstanding

See Accompanying Notes

To These Consolidated Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Cash

Consolidated Statements of Cash Flows

Cash Flows From Operating Activities:

3 unchanged sentences

Depreciation and amortization

Income tax benefit

Disposal of tangible assets

Stock issued for services

Intangible assets impairment

Accounts receivable

3 unchanged sentences

Prepaid expenses

Right-of-use asset

Accounts Payable & accrued expenses

( 1,364,134 )

Lease liability

Earn-out payable

5 unchanged sentences

Cash Flows From Investing Activities:

Reduction in right-of-use asset

Purchase of intangible assets

8 unchanged sentences

( 3,139,651 )

Lease liability

Net Cash Flows Provided by Financing Activities

Cash and Cash Equivalents at Beginning of Period

Net increase (decrease) in cash and cash equivalents

Net (decrease) in cash and cash equivalents

( 1,418,971 )

( 5,562,520 )

Effect of exchange rate changes on cash

Foreign currency translation adjustment

5 unchanged sentences

Stock issued for services

See Accompanying Notes To These Financial Statements

See Accompanying Notes To

These Consolidated Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Shareholders' Equity

Number Of Common Shares

Capital Paid in Excess of Par

Number Of Preferred Shares

Compre- hensive

Common Shares

Capital Paid in Excess

Comprehensive

Balance December 31, 2024

$ ( 829,959 )

Preferred Stock issued to related party

Common stock and pre-funded warrants issued in an underwritten offering

Exercise of warrants

Repurchase of warrants

$ ( 69,039,774 )

( 3,139,651 )

( 1,526,064 )

Exercise of warrants

Underwritten offering, net of issuance costs

( 5,975,352 )

2 unchanged sentences

$ ( 75,015,126 )

$ ( 69,039,774 )

Balance December 31, 2023

$ ( 63,905,658 )

Repurchase of Stock

Common stock and prefunded warrants issued in a private offering

Preferred Stock issued to related party

Underwritten offering, net of issuance costs

Exercise of warrants

Repurchase of warrants

( 3,139,651 )

( 1,526,064 )

( 5,134,116 )

( 6,660,180 )

Balance at December 31, 2024

$ ( 829,959 )

See Accompanying Notes To These Financial Statements

$ ( 69,039,774 )

See Accompanying Notes

To These Consolidated Financial Statements

Sunshine Biopharma Inc.

1 unchanged sentence

December 31, 2025 and 2024

Note 1 – Description

Description of Business

The Company was incorporated under the name Mountain

1 unchanged sentence

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

Upon completion of the reverse acquisition transaction, the Company

changed its name to Sunshine Biopharma Inc.

and began operating as a pharmaceutical company.

Sunshine Biopharma has two wholly owned

subsidiaries:

Sunshine Biopharma has two wholly owned subsidiaries:

(i) Nora Pharma Inc.

(“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.

(“Nora Pharma”), a Canadian corporation with a portfolio of pharmaceutical products consisting of 71

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.

operates the two subsidiaries as a single business segment.

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 annual sales.

The Company is not subject to material customer

2 unchanged sentences

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.

drugs prices highly dependent on government 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 two years.

On February 10, 2024, the Pharmacare Act became law in Canada making the Canadian federal government

another payor in the generic drugs reimbursement program of the Canadian healthcare system.

The Canadian federal government has set aside

$ 1.5 billion CAD to launch Pharmacare.

This development further strengthens the Canadian generic drugs market, the Company’s current

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

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

25 unchanged sentences

environment has increased the degree of uncertainty inherent in these estimates and assumptions.

There has been no change in the Company’s

estimates since December 31, 2023.

TRADE ACCOUNTS RECEIVABLE AND

3 unchanged sentences

On a periodic basis,

management evaluates its trade accounts receivable and determines whether to record an allowance for doubtful accounts or if any accounts

should be written off based on a past history of write-offs, collections and current credit conditions.

management evaluates its trade accounts receivable and determines whether to record an allowance for doubtful accounts.

Management analysis for the periods ended December 31, 2024 and 2025 determined

that no allowance for doubtful accounts needed to be recorded.

A receivable is considered past

4 unchanged sentences

INVENTORY VALUATION

The Company’s inventory is comprised of finished

Company’s inventory is comprised of finished goods.

Inventory is valued at the lower of cost and net realizable value.

Cost is determined using the first in, first out method.

realizable value is the estimated selling price in the ordinary course of business, less the costs necessary to make the sale.

of inventory includes the purchase price and other costs directly attributable to the acquisition of the finished goods.

The Company regularly

reviews inventories to determine if the carrying value exceeds net realizable value and, when determined necessary, a reserve to reduce

the carrying value to net realizable value is recorded.

As of December 31, 2024 and 2023, there was no reserve for obsolescence.

determined using the first in, first out method.

Net realizable value is the estimated selling price in the ordinary course of business,

less the costs necessary to make the sale.

The cost of inventory includes the purchase price and other costs directly attributable to

the acquisition of the finished goods.

The Company regularly reviews inventories to determine if the carrying value exceeds net realizable

value and, when determined necessary, an allowance to reduce the carrying value to net realizable value is recorded.

The net realizable value is calculated based

on a combination of factors, including (i) aging, (ii) historical sell-through patterns, and (iii) product-specific considerations.

are recorded within cost of goods sold and are not subsequently reversed.

As of December 31,

2025 and 2024, there were allowances for obsolescence of $ 475,153 and $ 0 , respectively.

CASH AND CASH EQUIVALENTS

For the Balance Sheets and Statements of Cash Flows,

all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents.

The Company had a cash balance of

$ 9,686,529 and $ 16,292,347 as of December 31, 2024 and December 31, 2023, respectively.

At times such cash balances may be in excess of

the FDIC limit of $ 250,000 in the U.S.

or the equivalent in Canada.

For the Balance Sheets and Statements of Cash

Flows, all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents.

The Company had a cash balance

of $ 9,123,308

and $ 9,686,529

as of December 31, 2025 and December 31, 2024, respectively.

At times such cash balances may be in excess of the FDIC limit of $ 250,000

or the $ 100,000 CAD (approximately $ 73,000 USD) limit in Canada.

At December 31, 2025, the Company had deposits totaling

approximately $7 million in the U.S and $2 million in Canada.

PROPERTY AND EQUIPMENT

48 unchanged sentences

(“EPS”) on the face of the income statement.

Basic net income (loss) per share is calculated by dividing net gain (loss) by

the weighted-average common shares outstanding.

Diluted net income (loss) per share is calculated by dividing net income (loss) by the

weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more

As the Company incurred net losses for the years ended December 31, 2024 and 2023, no potentially dilutive securities were included

in the calculation of diluted earnings per share as the impact would have been anti-dilutive.

Basic net income (loss) per share is calculated by dividing net income (loss)

by the weighted-average common shares outstanding.

Diluted net income (loss) per share is calculated by dividing net income (loss) by

the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is

more dilutive.

As the Company incurred net losses for the years ended December 31, 2025 and 2024, no potentially dilutive securities were

included in the calculation of diluted earnings per share as the impact would have been anti-dilutive.

Accordingly, diluted EPS information

is not included in this report.

In accordance with ASC 740 – Income Taxes ,

110 unchanged sentences

at the Company’s current price list on the date of shipping and known in advance by the customer and does not vary.

The Company is involved in a singular activity

which is to sell pharmaceutical finished goods.

The Company fulfills its performance obligation when the customer receives the requested

When the products leave the Company's warehouse, the transport to the customer is insured and the transfer of ownership to the

customer takes place when the customer receives goods.

At this point, the Company issues an invoice for the products and remits the applicable

sales taxes (GST and QST) to the appropriate governmental agency.

The revenue is recognized when the invoice is issued.

Unless otherwise

agreed to and signed by both parties, payment terms are within 30 days of the date of the invoice.

The collection is reasonably assured

because of the nature of the Company’s customers.

The Company is conducting sales only in Canada.

Prices are listed in Canadian

dollars and may vary from one Province or Territory to another within Canada.

All products sold by the Company are labelled and approved

for sale in Canada only and are not intended for export outside of Canada.

The Company fulfills its performance obligation

when the customer receives the requested products.

When the products leave the Company's warehouse, the transport to the customer is insured

and the transfer of ownership to the customer takes place when the customer receives the goods.

At this point, the Company issues an invoice

for the products and remits the applicable sales taxes (GST and QST) to the appropriate governmental agency.

The revenue is recognized

when the invoice is issued.

Unless otherwise agreed to and signed by both parties, payment terms are within 30 days from the date of the

The collection is reasonably assured because of the nature of the Company’s customers.

The Company is conducting sales

only in Canada.

Prices are listed in Canadian dollars and may vary from one Province or Territory to another within Canada.

sold by the Company are labelled and approved for sale in Canada only and are not intended for export outside of Canada.

In the event of any breach by the Company of any

1 unchanged sentence

to, at Company’s option, (i) replacement of the product(s) in question, or (ii) reimbursement of the purchase price.

carries product insurance and is not liable for products’ failure to comply with the warranty of products if the failure or damage

arises because of the customer’s negligence, deliberate damage, misuse or failure to store the products in conditions per Health

Canada specifications.

The Company is not liable (whether in contract, in tort or otherwise) for any (i) indirect, special or consequential

loss or damage, or (ii) loss of profit, goodwill, business or revenue (in each case whether direct or indirect).

These conditions also

apply to any replacement products supplied by the Company.

The Company warrants to the customer that, at the

time of delivery, the products are compliant with all mandatory quality standards required by applicable regulatory and legal requirements.

carries product liability insurance and is not liable for products’ failure to comply with the warranty of products if the failure

or damage arises because of the customer’s negligence, deliberate damage, misuse or failure to store the products in conditions

per Health Canada specifications.

The Company is not liable (whether in contract, in tort or otherwise) for any (i) indirect, special

or consequential loss or damage, or (ii) loss of profit, goodwill, business or revenue (in each case whether direct or indirect).

conditions also apply to any replacement products supplied by the Company.

The Company warrants to the customer that, at

the time of delivery, the products are compliant with all mandatory quality standards required by applicable regulatory and legal requirements.

In return, the customer is required to warrant to the Company that it holds all relevant permits and approvals required under applicable

4 unchanged sentences

Company in writing immediately, but no later than five (5) business days after the customer becomes aware of such defects.

shall not be deemed to be in breach of the terms or otherwise liable to customer for any delay in performance or non-performance of its

obligations due to circumstances beyond its control, including but not limited to, acts of God, floods, droughts, earthquakes or other

natural disasters, terrorist attacks, wars, preparations for war, armed conflicts, civil commotions or riots, epidemics or pandemics,

fires, strikes, lockouts, shortages of material or labor, breakdown or damage to machinery or equipment, accidents, any law or governmental

order or other regulations or action taken by a governmental entity, or default of any third party suppliers or provider of services or

products, or any causes not within the Company’s control.

is not be deemed to be in breach of the terms or otherwise liable to customer for any delay in performance or non-performance of its obligations

due to circumstances beyond its control, including but not limited to, acts of God, floods, droughts, earthquakes or other natural disasters,

terrorist attacks, wars, preparations for war, armed conflicts, civil commotions or riots, epidemics or pandemics, fires, strikes, lockouts,

shortages of material or labor, breakdown or damage to machinery or equipment, accidents, any law or governmental order or other regulations

or action taken by a governmental entity, or default of any third party suppliers or provider of services or products, or any causes not

within the Company’s control.

The Company recognizes and measures its leases

in accordance with FASB ASC 842, Leases .

in accordance with ASC 842 – Leases .

The Company is a lessee in a non-cancellable operating lease for office space.

12 unchanged sentences

The ROU asset is subsequently measured

throughout the lease term at the remaining amount (i.e., present value of the remaining lease payments), plus unamortized initial direct

throughout the lease term at the remaining amount (i.e.

present value of the remaining lease payments), plus unamortized initial direct

costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment

10 unchanged sentences

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company has implemented all new accounting

2023-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, enhances the transparency and decision usefulness

of income tax disclosures.

Adjustments to the annual disclosure of income taxes include:

(1) a tabular rate reconciliation comprised

of eight specific categories, (2) incomes taxes paid, disaggregated between significant national, state, and foreign jurisdictions, (3)

eliminates requirements to disclose the nature and estimate of reasonably possible changes to unrecognized tax benefits in the next 12

months or that an estimated range cannot be made, and (4) adds a requirement to disclose income (or loss) from continuing operations

before income tax expense (or benefit) by national and foreign, and income tax expense (or benefit) from continuing operations disaggregated

between national, state and foreign.

The ASU 2023-09 is effective for public business entities for fiscal years beginning on or

after December 15, 2024, and for all other entities for fiscal years beginning on or after December 31, 2025, with early adoption permitted.

The amendments in ASU 2023-09 were adopted by the Company on a prospective basis.

There was no material change to the

Company's financial statements reporting as a result of adopting ASU 2023-09 .

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.

to adopt this standard in our Annual Report on Form 10-K for the year ending December 31.

The Company has implemented all other new accounting

pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements

that have been issued that might have a material impact on its financial position or results of operations.

Note 3 – Acquisition

of Nora Pharma Inc.

On October 20, 2022, the Company acquired all

of the issued and outstanding shares of Nora Pharma Inc., a Canadian privately held pharmaceutical company.

The purchase price for the

shares was $ 18,860,637

which was paid in cash ($ 14,346,637 )

and by the issuance of 3,700,000

shares of the Company’s common stock valued at $ 4,514,000 ,

or $1.22 per share, on the acquisition date.

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

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

Nora Pharma sells generic pharmaceutical products in Canada.

1 unchanged sentence

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

Accounts receivable

Intangible assets

Equipment & furniture

Liabilities assumed

( 5,981,286 )

Total Consideration

The value of the 3,700,000 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 ($1.22 per share).

As part of the consideration for Nora Pharma, the

9 unchanged sentences

for the fiscal year ended December 31, 2023.

The Company anticipates that it will pay the remaining earnout balance of $ 479,208 CAD ($ 295,797 USD) in full in April 2025.

Note 4 – Goodwill

The Company acquired Nora Pharma on October 20,

Allocation of the purchase price per ASC 805-20-25-1 yielded a goodwill amount of $ 18,326,719 .

The Company’s used a discounted

cash flow model which requires estimating future cash flows expected to be generated from the acquired entity, discounted to their present

value using a risk-adjusted discount rate and terminal values.

Assessing the recoverability of goodwill requires

the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on its budgets, business

plans, economic projections, anticipated future cash flows and marketplace data.

Management determined that there are inherent uncertainties

related to these factors as well as significant risks to cash flows due to ongoing geopolitical and geo-economics conflicts, making the

discounted cash flow model unreliable.

The following table presents the changes in the

carrying amount of goodwill of the Company through December 31, 2024.

The provisions of ASC 350-20-50-1 require the disclosure of cumulative

As a result of the acquisition, a new basis in goodwill was recorded in accordance with ASC 805-10.

All impairments shown

in the table below have been recorded subsequent to the acquisition.

The Company had no goodwill on its balance sheet prior to the acquisition:

Schedule of goodwill

Balance as of December 31, 2021

Acquisition of Nora Pharma (October 20, 2022)

( 18,326,719 )

Balance as of December 31, 2022

Additions in 2023 and 2024

Balance as of December 31, 2024

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

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

Chamoun by the Company on April 14, 2025 (See Note 17).

Note 4 – Intangible

Intangible assets, net, consisted of the following at December 31, 2023

Intangible assets consisted of the following:

Schedule of intangible assets

Year Ended December 31,

Balance as of December 31, 2023

Dossier fee additions

License fees additions

Balance at December 31, 2024

Less accumulated amortization

Finite-lived intangible assets, net at December 31, 2023

Intangible assets,

net at December 31, 2024

Year Ended December 31,

Balance as of December 31, 2024

Dossier fee additions

License fees additions

Balance at December 31, 2025

( 1,748,247 )

Less accumulated amortization

Finite-lived intangible assets, net at December 31, 2024

The amortization amounts of intangible

assets for 2024 and 2023 were $ 77,009 and $ 38,446 , respectively.

Intangible assets,

net at December 31, 2025

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

The amortization amounts of intangible assets for

2025 and 2024 were $ 37,758 and $ 77,009 , respectively.

As of December 31, 2025, the estimated amortization

8 unchanged sentences

Property, plant and equipment consist of the following:

of property and equipment

of plant property and equipment

Year Ended December 31,

7 unchanged sentences

Note 6 – Inventory

consists solely of finished goods purchased for resale.

Inventory is stated at the lower of cost or net realizable value.

Cost represents

the amount paid to acquire the finished goods.

The Company uses the first in, first out (FIFO) method to determine cost.

Under the FIFO

method, the earliest purchased units are deemed sold first, so ending inventory reflects the most recent purchase costs.

Company evaluates inventory for potential obsolescence based on a combination of factors, including (i) aging, (ii) historical sell-through

patterns, and (iii) product-specific considerations.

When estimated net realizable value is lower than cost, the Company records an allowance

for obsolescence for the difference.

Write-downs are recorded within cost of goods sold and are not subsequently reversed.

Inventory is comprised of the following:

5 unchanged sentences

Note 7 – Prepaid Expenses

The prepaid expenses category is comprised of the following:

expenses category is comprised of the following:

Schedule of prepaid expenses

Year Ended December 31,

Prepaid taxes

Other prepaid expenses

Permits and insurance

Other prepaid

Note 8 – Cost of Sales

The Company’s cost of goods sold category is comprised of the

Cost of Sales is accounted for in accordance with

ASC 705 – Cost of Sales and Services .

The Company purchases all commercial inventory as finished pharmaceutical products

from third party suppliers and does not conduct internal manufacturing.

These costs are capitalized into inventory in accordance

with ASC 330 and recognized in Cost of Sales when control of the related inventory transfers to the customer under ASC 606 .

Inventory is recorded at cost.

The Company evaluates inventory for excess, expiration,

and obsolescence at each reporting period.

Inventory that becomes unsalable due to shelf-life limitations, regulatory changes, product

discontinuation, or forecasted demand shortfalls is written down to its net realizable value, with the charge recorded in Cost of Sales.

Previously recorded write downs are not reversed.

The Company’s Cost of Sales category is comprised of the following:

of cost of sales

Year Ended December 31,

fees & discounts

Professional allowances

Other allowances

Wholesalers’ fees

Inventory adjustment

Note 9 – Reverse

6 unchanged sentences

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

Note 11 – Capital

– Capital Stock

The Company’s authorized capital is comprised

2 unchanged sentences

2024, 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 December 31, 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 .

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

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 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 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.

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 December 31, 2024 and 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

1 unchanged sentence

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.

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.

December 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 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

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

1 unchanged sentence

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.

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

4 unchanged sentences

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 .

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.

As of December 31, 2024 and December 31, 2023,

the Company had a total of 2,580,098 and 14,012 shares of common stock issued and outstanding, respectively.

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.

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.

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 .

As of December 31, 2025 and 2024, the Company had

4,905,945 and 2,580,098 shares of common stock issued and outstanding, respectively.

The Company has declared no dividends since inception.

2 unchanged sentences

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.

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.

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, 2024, and 2025, the Company completed

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

Schedule of warrants

issued with financing

six (6) financing events, and in connection therewith, it issued warrants as follows:

Schedule of warrants issued with financing

Feb 17, 2022 (“Tradeable

February 2027

Mar 14, 2022 (“2022

Pre-Funded Warrants”)

Tradeable Warrants

Mar 14, 2022 (“Investor

Apr 28, 2022 (“April

May 16, 2023 (“May

Pre-Funded Warrants”)

May 16, 2023 (“May

Investor Warrants”)

November 2028

Feb 15, 2024 (“2024

Pre-Funded Warrants”)

Feb 15, 2024 (“Series

$ 4,200.00 **

April Warrants

May Pre-Funded Warrants

May Investor Warrants

Feb 15, 2024 (“Series

$ 4,760.00 **

February 2029

03, 2025 (“2025 Pre-Funded Warrants”)

Series A Warrants

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

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

reverse stock split on August 8, 2024.

These warrants trade under

the ticker symbol SBFMW

Subject to adjustment

As of December 31, 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 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.

As of December 31, 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 2,269,303 Series B Warrants (as adjusted) were exercised

resulting in aggregate net proceeds of $ 18,136,992 received by the Company.

The Company’s outstanding warrants as of

1 unchanged sentence

Schedule of warrants outstanding

Exercise Price

Tradeable Warrants*

February 2027

Investor Warrants

$ 4,000.00 **

Series B Warrants

* As adjusted and subject to further adjustments.

In a subsequent event on January 3, 2025, 127,443 Series B Warrants were exercised leaving 12,226,549

warrants remaining outstanding.

** As adjusted.

Note 13 – Earnings

15,227,962 **

February 2029

These warrants trade under the

ticker symbol SBFMW

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 exercise price of the warrants remains unchanged

Earnings Per Share

The following table* sets forth the computation

of basic net income (loss) per share:

Schedule of earnings per share computation

Schedule of computation of basic and diluted net income per share

Year Ended December 31,

2 unchanged sentences

$ ( 5,134,116 )

Weighted average outstanding shares of common stock (Basic & Diluted)

Net gain (loss) per share attributable to common stock

* Diluted net gain (loss) per share is not included in this table as the Company incurred net losses for the years ended December 31, 2024 and 2023 and inclusion of dilutive instruments would have an anti-dilutive effect.

Weighted average outstanding shares of common stock (Basic)

Net gain (loss) per share attributable

to common stock (Basic)

* Diluted net

gain (loss) per share is not included in this table as the Company incurred net losses for the years ended December 31, 2025 and 2024

and inclusion of dilutive instruments would have an anti-dilutive effect.

Note 13 – Income Taxes

The components of the provision for income taxes were as follows:

The components of the provision for income taxes

were as follows:

Schedule of provision for income taxes

Current total

Deferred total

$ ( 234,858 )

The Company’s effective tax rate differs from the federal statutory

rate as follows:

Ended December 31,

Total Current

Total Deferred

Income Tax Expense / (Benefit)

Company’s effective tax rate differs from the federal statutory rate as follows:

Schedule of income tax expense

Year Ended December 31,

Pre-Tax Book Income

( 1,250,286 )

( 1,121,714 )

State and Local Income Taxes

Effect of Rates Different than

Other Foreign Taxes

1 unchanged sentence

Change in Valuation Allowance

Foreign Tax Rate Differential

Provision to Return Adjustments

$ ( 234,858 )

The components of the net deferred tax assets and liabilities for

the years ended December 31, were as follows:

Prior Year True up

components of the net deferred tax assets were as follows:

Schedule of components of net deferred tax assets

Year Ended December 31,

Deferred Tax Assets:

1 unchanged sentence

Research and Development

Other deferred tax assets

Lease Liability

1 unchanged sentence

( 8,445,713 )

Deferred Tax Assets

Deferred Tax Liabilities:

Right-of-Use Asset

( 6,967,294 )

Total Deferred Tax Assets

Deferred Tax Liabilities:

Other deferred tax liabilities

Right-of-Use Assets

Total Deferred Tax Liabilities

Net Deferred Tax Liability

Note 15 – Leases

of December 31, 2025, the Company has federal, state, foreign and provincial net operating loss carryforwards of approximately $ 26

million, $ 16.1 million, $ 4.3 million, and $ 3.3 million, respectively.

Of the federal net operating loss forwards, approximately $ 9.4

million have expiration dates from 2027 to 2037.

The remainder can be carried forward indefinitely but limited to 80% of taxable

The foreign and provincial net operating loss carryforwards have a carryforward period of 20 years.

Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset

will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during

the periods in which those temporary differences are deductible.

In making this determination, management considers all available positive

and negative evidence affecting specific deferred assets, including the Company's past and anticipated future performance, the reversal

of deferred tax liabilities, the length of carryback and carry-forward periods, and the implementation of the tax planning strategies.

Objective positive evidence is necessary to support a conclusion that a valuation allowance is not needed for all or a portion of deferred

tax assets when significant negative evidence exists.

Cumulative losses in recent years are the most compelling form of negative evidence

considered by management in making this determination.

For the years ended December 31, 2025 and 2024, management has determined that

based on all available evidence, a valuation allowance of $ 8.4 million and $ 7.0 , respectively is appropriate.

The Company’s evaluation of uncertain tax matters was performed for tax years ended through December 31, 2025.

Generally, the Company

is subject to U.S.

audit for the years ended December 31, 2024, 2023, and 2022 and may be subject to examination for amounts relating to

net operating loss carryforwards generated in periods prior to December 31, 2024.

The company is subject to Canada audit for the years

ended December 31, 2024, 2023, 2022 and 2021 for Sunshine Biopharma Canada Inc and subject to Canada audit for the years ended December

31, 2024, 2023 and 2022 and June 30, 2022 for Nora Pharma Inc and may be subject to examination for amounts relating to net operating

loss carryforwards generated in periods prior to December 31, 2024.

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.

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

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

The Company is currently assessing the impact of OBBBA on its Consolidated

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

The Company has obligations as a lessee for office

26 unchanged sentences

Schedule of maturities of lease liabilities

Note 16 – Management

and Director Compensation

The Company paid its officers cash

compensation totaling $ 1,850,243

and $ 1,515,000

for the years ended December 31, 2024 and 2023, respectively.

Of these amounts attributable to the Company’s CEO, $ 800,000

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

In addition, the Company’s

CEO was paid $12,000 in 2024 through the issuance of 120,000 shares of Series B Preferred Stock valued at $12,000.

Note 15 – Segment

The Company operates as one operating segment,

which is also its one reportable segment, as the Chief Executive Officer, acting as the Chief Operating Decision Maker (“CODM”),

evaluates financial performance and allocates resources on a consolidated, enterprise-wide basis.

The Company’s operations are

managed as an integrated pharmaceutical business focused on the research, development, and commercialization of prescription drugs and

Although the Company conducts activities through

multiple legal entities — including Sunshine Biopharma Inc.

(U.S.), Sunshine Biopharma Canada Inc.

(Canada), and Nora Pharma Inc.

(Canada) — these entities operate under a unified management structure with shared economic characteristics, common product development

objectives, and centralized decision making.

As such, they do not meet the criteria for separate operating segments under ASC 280

– Segment Reporting .

In accordance with ASU 2023-07 , the Company

provides the following information regarding its single reportable segment:

· Measure of Segment Profit (Loss):

The CODM evaluates

performance using consolidated operating income (loss), which is consistent with the amounts presented in the accompanying consolidated

financial statements.

· Significant Segment Expenses:

Research and development

expenses, and supply chain costs, selling and marketing expenses, and general and administrative expenses are all incurred and reviewed

on a consolidated basis.

· Other Segment Items:

Interest income, interest

expense, foreign exchange gains and losses, and other non-operating items are also managed and reviewed on a consolidated basis.

· Reconciliation:

As the Company has only one reportable

segment, no additional reconciliation to consolidated totals is required beyond what is presented in the consolidated statements of operations.

The Company’s operations are conducted primarily

in Canada and substantially all long-lived assets are located in this jurisdiction.

Revenues are generated from customers located in Canada.

Management and Director Compensation

The Company paid its officers cash compensation

totaling $ 1,425,942 and $ 1,850,243 for the years ended December 31, 2025 and 2024, respectively.

Of these amounts attributable to the

Company’s CEO, $ 0 and $ 800,000 , respectively was paid to Advanomics Corporation, a company controlled by the CEO of the Company.

In addition, the Company’s CEO was paid $12,000 in 2024 through the issuance of 120,000 shares of Series B Preferred Stock valued

The Company paid its five directors cash compensation

of $80,000 each, totaling $ 400,000 for the years ended December 31, 2024 and 2023.

Note 17 – Subsequent

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.

December 31, 2024, the Company has added 5 new generic prescription drugs to its portfolio, bringing the total number of prescription

drugs offered by the Company to 70.

of $80,000 each, totaling $ 400,000 for each of the years ended December 31, 2025 and 2024.

Legal Matters

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

Malek Chamoun, president of

the Company’s wholly owned Canadian subsidiary, Nora Pharma.

On April 17, 2025, the

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

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 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.

Subsequent Events

January 16, 2026, the Company received a demand letter from the attorneys of Mr.

Andrew Telsey,

the Company’s former legal counsel, asserting that the Company and Mr.

Telsey executed

an employment agreement and demanding payment of $3,645,750 from the Company based on the

Company’s alleged termination of the purported employment agreement without cause.

The Company believes this demand is without merit and has never executed an employment agreement

On that basis, among other factors, the Company filed a complaint against

Telsey on February 6, 2026 in the circuit court of the 7 th judicial district

in Broward County, Florida seeking a declaratory judgment providing that (i) the purported

employment agreement is of no legal effect and is not binding upon the Company, (ii) no monies

are owed by the Company to Mr.

Telsey under the purported employment agreement, (iii) the

Company should be awarded its attorney’s fees and costs, and (iv) the Company should

be awarded such other relief as the court deems just and proper.

On March 30, 2026, the court granted the Company’s motion for entry of default and entered a default and

final judgment in favor of the Company.

Pursuant to the court’s order, the court declared that the purported employment agreement

is of no legal effect and not binding on the Company, because the Company never executed the agreement, the Company did not breach the

purported employment agreement, and no monies are owed by the Company to Mr.

Telsey under the purported employment agreement.

retained jurisdiction on the issues of entitlement and amount of attorney’s fees and costs to the Company as the prevailing party.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

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

On May 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against Borgers

that it failed to conduct audits in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”).

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

As a result of Borgers’

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

reports on our financial statements for the two most recent fiscal years did not contain an adverse opinion or a disclaimer of opinion,

nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.

our fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through May 3, 2024, there were no disagreements,

within the meaning of Item 304(a)(1)(iv) of Regulation S-K, with Borgers on any matter of accounting principles or practices, financial

statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Borgers, would have

caused it to make reference to the subject matter of the disagreements in connection with its reports.

Also during this same period,

there were no reportable events that existed within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

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

The decision to engage Bush & Associates as our independent registered public accounting firm was approved by the unanimous

consent of our board of directors.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data