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Item 9A. Controls and Procedures

2026-04-03 compared with 2025-04-01 · 282 added, 291 removed, 283 unchanged (67% of the section changed)

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During the quarter ended December 31, 2025, no

director or officer of the Company adopted

or terminated

a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item

408(a) of Regulation S-K.

director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading

arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

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and executive officers.

President, Chief

Executive Officer and Chairman of the Board

Abderrazzak Merzouki

Chief Operating Officer and Director

President, Chief Executive

Officer and Chairman of the Board

Camille Sebaaly

Chief Financial Officer and Secretary

Chief Financial Officer,

Director and Secretary

Rabi Kiderchah

Andrew Keller

Chief Commercial Officer

Slilaty was appointed as our chief executive officer and chairman of our board

of directors on October 15, 2009.

Commercial Officer

Slilaty was appointed as our chief executive officer and chairman of our board of directors on October 15, 2009.

Slilaty is an accomplished scientist and business executive.

His scientific publications are

widely cited.

Sunshine Biopharma is the third in a line of biotechnology companies that Dr.

His scientific publications are widely cited.

Sunshine Biopharma is the

third in a line of biotechnology companies that Dr.

Slilaty founded and managed.

The first, Quantum

Biotechnologies Inc.

later known as Qbiogene Inc.

, was founded in 1991 and is now a member of a family of companies owned by

MP Biomedicals , a global life science company headquartered in Santa Ana, California.

The first, Quantum Biotechnologies Inc.

known as Qbiogene Inc.

, was founded in 1991 and is now a member of a family of companies owned by MP Biomedicals , a global

life science company headquartered in Santa Ana, California.

The second company which Dr.

Slilaty founded,

Genomics One Corporation , conducted an initial public offering of its capital stock in 1999 and, on the basis of its ownership

Slilaty’s patented TrueBlue® Technology, Genomics One became one of the key participants in the Human Genome Project

and reached a market capitalization of $1 billion in 2000.

Slilaty founded, Genomics One Corporation ,

conducted an initial public offering of its capital stock in 1999 and, on the basis of its ownership of Dr.

Slilaty’s patented

TrueBlue® Technology, Genomics One became one of the key participants in the Human Genome Project and reached a market capitalization

of $1 billion in 2000.

Formerly, Dr.

Slilaty was a research team leader at the Biotechnology Research

Institute (Montreal) , a division of the National Research Council of Canada .

Slilaty is one of the pioneers of Gene Therapy

having developed the first gene delivery system applicable to humans in 1983 [ Science 220:

Slilaty was a research team leader at the Biotechnology Research Institute (Montreal) , a

division of the National Research Council of Canada .

Slilaty is one of the pioneers of Gene Therapy having developed the first

gene delivery system applicable to humans in 1983 [ Science 220:

725-727 (1983) ].

other distinguished scientific career accomplishments included (i) the discovery of a new class of enzymes, the S24 Family of Proteases

(IUBMB Enzyme:

EC 3.4.21.88) [ Proc.

Slilaty's other distinguished scientific

career accomplishments included (i) the discovery of a new class of enzymes, the S24 Family of Proteases (IUBMB Enzyme:

EC 3.4.21.88)

3987-3991 (1987) ].

In addition, Dr.

Slilaty (i) developed

the first site-directed mutagenesis system applicable to double-stranded DNA [ Analyt.

194-200 (1990) ], (ii)

cloned the gene for the first yeast-lytic enzyme (lytic b-1,3-glucanase) [ J.

1058-1063 (1991) ], (iii) developed

a new molecular strategy for increasing the rate of enzyme reactions [ Protein Engineering 4:

919-922 (1991) ], and (iv) constructed

a powerful new cloning system for genomic sequencing (TrueBlue® Technology) [ Gene 213:

Slilaty (i) developed the first site-directed mutagenesis

system applicable to double-stranded DNA [ Analyt.

194-200 (1990) ], (ii) cloned the gene for the first yeast-lytic

enzyme (lytic b-1,3-glucanase) [ J.

1058-1063 (1991) ], (iii) developed a new molecular strategy for increasing

the rate of enzyme reactions [ Protein Engineering 4:

919-922 (1991) ], and (iv) constructed a powerful new cloning system

for genomic sequencing (TrueBlue® Technology) [ Gene 213:

83-91 (1998) ].

Most recently,

Slilaty helped in the design of novel Coronavirus PLpro inhibitors [ J.

Most recently, Dr.

Slilaty helped a team of

researchers at the University of Arizona in the design and testing of a novel series of Coronavirus PLpro inhibitors [ J.

13681−13702 ].

and other works of Dr.

Slilaty are cited in research papers, editorials, review articles and textbooks.

Slilaty is the author of 19

original research papers and 12 issued and pending.

Additional works of Dr.

Slilaty in the area of PLpro inhibitors has recently been submitted

for publication [ J.

These and other works of Dr.

Slilaty are cited in research papers, editorials, review

articles and textbooks.

Slilaty are cited in research papers, editorials,

review articles and textbooks.

Slilaty is the author of 20 original research papers and 12 issued and pending.

These and other works

Slilaty are cited in research papers, editorials, review articles and textbooks.

Slilaty received his Ph.D.

degree in Molecular Biology from the University of Arizona in 1983 and Bachelor

of Science degree in Genetics and Biochemistry from Cornell University in 1976.

Slilaty has received research grants from the NIH

and NSF and he is the recipient of the 1981 University of Arizona Foundation award for Meritorious Performance in Teaching.

Abderrazzak Merzouki was appointed

as a director and our Chief Operating Officer in February 2016.

From July 2007 through December 2016, Dr.

Merzouki worked at the Institute

of Biomedical Engineering in the Department of Chemical Engineering at Ecole Polytechnique de Montreal, where he taught and acted as

a senior scientist involved in the research and development of plasmid and siRNA-based therapies.

Merzouki is a molecular biologist

and an immunologist with extensive experience in the area of gene therapy where he performed several preclinical studies for pharmaceutical

companies involving the use of adenoviral vectors for cancer therapy and plasmid vectors for the treatment of peripheral arterial occlusions.

Merzouki also has extensive expertise in the design of expression vectors, and production and purification of recombinant proteins.

He developed technologies for production of biogeneric therapeutic proteins for the treatment of various diseases including cancer, diabetes,

hepatitis and multiple sclerosis.

Merzouki obtained his Ph.D.

in Virology and Immunology from Institut Armand-Frappier in Quebec

and received his post-doctoral training at the University of British Columbia and the BC Center for Excellence in HIV/AIDS research.

Merzouki has over 30 publications and 70 communications in various, highly respected scientific journals in the field of cellular

and molecular biology.

Camille Sebaaly was appointed

as our chief financial officer, secretary and a director of our Company on October 15, 2009.

He resigned as a director of the Company

in October 2021.

Sebaaly held a number of senior executive positions in various areas including financial management, business development,

project management and finance.

As an executive and an entrepreneur, he combines expertise in strategic planning and finance with strong

skills in business development and deal structure and negotiations.

degree in Molecular

Biology from the University of Arizona in 1983 and Bachelor of Science degree in Genetics and Biochemistry from Cornell University in

Slilaty has received research grants from the NIH and NSF and he is the recipient of the 1981 University of Arizona Foundation

award for Meritorious Performance in Teaching .

Slilaty’s scientific and executive experience qualify him to serve on

our board of directors.

Camille Sebaaly was

appointed as our chief financial officer, secretary and a director of our Company on October 15, 2009.

He resigned as a director of

the Company in October 2021.

Sebaaly held a number of senior executive positions in various areas including financial

management, business development, project management and finance.

As an executive and an entrepreneur, he combines expertise in

strategic planning and finance with strong skills in business development and deal structure and negotiations.

In addition, Mr.

Sebaaly worked in operations, general management,

investor relations, marketing and business development with emphasis on international business and marketing of advanced technologies

including hydrogen generation and energy saving.

In the area of marketing, Mr.

Sebaaly has evaluated market demands and opportunities,

created strategic marketing and business development plans, designed marketing communications and launched market penetration programs.

Sebaaly graduated from State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987.

Sebaaly worked in operations, general management, investor relations, marketing and business development with emphasis on

international business and marketing of advanced technologies including hydrogen generation and energy saving.

In the area of

marketing, Mr.

Sebaaly has evaluated market demands and opportunities, created strategic marketing and business development plans,

designed marketing communications and launched market penetration programs.

Sebaaly graduated from State University of New York

at Buffalo with an Electrical and Computer Engineering Degree in 1987.

Sebaaly’s technical and business experience qualify him to

serve on our board of directors.

Rabi Kiderchah has served as

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an MD degree in 1998 from the University of Montreal.

David Natan has served as a director

of our Company since February 2022.

He currently serves as CEO of Natan & Associates, LLC, a consulting firm offering CFO services

to public and private companies since 2007.

From February 2010 to May 2020, Mr.

Natan served as CEO of ForceField Energy, Inc.

FNRG), a company focused on LED lighting products.

From February 2002 to November 2007, Mr.

Natan served as CFO of PharmaNet Development

Group, Inc., a drug development company, and, from June 1995 to February 2002, as CFO and VP of Global Technovations, Inc., a manufacturer

and marketer of speaker components.

Prior to that, Mr.

Natan served in various roles with Deloitte & Touche LLP.

From April 2020 through

June 2023, Mr.

Natan was Executive Vice President and Chief Financial Officer for Airborne Motorworks, Inc., Spokane, WA, a privately-held

aerospace transportation company.

Natan currently serves as a member of the Board of Directors and Chair of the Audit Committee of

NetBrands, Inc.

NBND), a distributor of snack products, since February 2021;

and serves as a member of the Board of Directors and

Chair of the Audit Committee of Titan Pharmaceuticals Inc.

TTNP) a pharmaceutical company, since August 2022.

Additionally, in

November 2023, Mr.

Natan was appointed to the board of Directors and Audit Committee Chair of Minim Inc.

in Economics from Boston University.

Kidercha’s medical knowledge and experience qualify him to

serve on our board of directors.

David Natan currently serves as President and

Chief Executive Officer of Natan & Associates, LLC, a financial consulting firm offering

chief financial officer services to public and private companies in a variety of industries,

both domestically and internationally, since 2007.

From 2010 to May 2020, Mr.

served as Chief Executive Officer of ForceField Energy, Inc.

FNRG), a company focused

on the solar industry and LED lighting products.

From February 2002 to November 2007,

Natan served as Executive Vice President of Reporting and Chief Financial Officer

of PharmaNet Development Group, Inc., a drug development services and clinical trials company,

and, from June 1995 to February 2002, as Chief Financial Officer and Vice President

of Global Technovations, Inc., a manufacturer and marketer of oil analysis instruments and

speakers and speaker components.

Before that, Mr.

Natan served various roles in increasing

responsibility with Deloitte & Touche LLP, a global accounting and consulting firm.

currently serves as a member of the Board of Directors and Chair of the Audit Committees

of Sow Good Inc.

SOWG), a candy distributor, and Indaptus Therapuetics (Nasdaq:

INDP), since December 2025.

Additionally, since April 2025, Mr.

Natan has served as a member

of the Board of Directors and Audit Committee Chair of FIEE, Inc., a technology company specializing

in SAAS solutions and AI software development.

Previously, Mr.

Natan has served as a

director for the following public companies:

Global Technovations, Forcefield Energy, Black

Titan (Nasdaq:

BTTC), Vivakor Inc.

VIVK), NetBrands Corp.

NBND), OpGen Inc.

OPGN), and Bio Green Med Solutions (Nasdaq:

Natan is a CPA (inactive),

in Economics from Boston University, and was appointed to Omicron Delta Epsilon,

an international honor society in the field of Economics.

Natan’s financial

knowledge and experience qualify him to serve on our board of directors.

Keller has served as

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College in 1975.

Keller’s medical knowledge and experience qualify him to

serve on our board of directors.

Michel Roy was appointed as our

43 unchanged sentences

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale,

and other dispositions of our securities by directors, senior management, and employees.

A copy of the Insider Trading Policy has been

filed as exhibit 19 to this report.

We have adopted an insider trading policy governing

the purchase, sale, and other dispositions of our securities by directors, senior management, and employees.

A copy of the Insider Trading

Policy has been incorporated by reference as an exhibit to this report.

EXECUTIVE COMPENSATION

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for services rendered by our executive officers in all capacities during the last two completed fiscal years.

Principal Position

Name and Principal Position

Chief Executive Officer and Director

Camille Sebaaly

Chief Financial Officer

Chief Financial Officer and Director

Abderrazzak Merzouki**

Chief Operating Officer and Director

* This amount was paid to Advanomics Corporation, a company controlled by Dr.

Former Chief Operating Officer

Chief Commercial

* This amount was paid to

Advanomics Corporation, a company controlled by Dr.

Merzouki resigned as chief operating officer on February 5, 2026.

We have not granted stock options or stock appreciation rights (“SARs”) to any of our executive officers during the last fiscal

year or in prior years.

We do not maintain any policies or practices regarding the timing of option or SAR grants in relation to the disclosure

of material nonpublic information because we do not utilize these forms of compensation and we do not currently anticipate granting stock

options or SARs in the foreseeable future.

Because we did not grant any stock options or SARs during the applicable period, no Item 402(x)

tabular disclosure is required or provided in this report.

Employment Agreements

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Slilaty will receive an annual base salary of $386,000, which will increase annually in the amount of 5%

or the change in the US Consumer Price Index, whichever is greater.

or the change in the U.S.

Consumer Price Index, whichever is greater.

Slilaty will also be entitled to an annual bonus in an amount

8 unchanged sentences

Slilaty $3 million.

October 21, 2024, we entered into an employment agreement with Mr.

On October 21, 2024,

we entered into an employment agreement with Mr.

Camille Sebaaly, our Chief Financial Officer.

Pursuant to the employment

agreement, deemed effective January 1, 2024, Mr.

Sebaaly will continue to serve as our Chief Financial Officer and will also serve as

Secretary of Nora Pharma.

Sebaaly will receive an annual base salary of $411,000 CAD (approximately $287,700 USD), which will increase

annually in the minimum amount of 5% or the change in the US Consumer Price Index, whichever is greater.

Sebaaly will also be entitled

to an annual bonus in an amount to be determined by our Board of Directors.

Pursuant to the employment agreement, deemed

effective January 1, 2024, Mr.

Sebaaly will continue to serve as our Chief Financial Officer and will also serve as Secretary of Nora

Sebaaly will receive an annual base salary of $411,000 CAD (approximately $287,700 USD), which will increase annually in the

minimum amount of 5% or the change in the U.S.

Consumer Price Index, whichever is greater.

Sebaaly will also be entitled to an annual

bonus in an amount to be determined by our Board of Directors.

The employment agreement has an indefinite term.

If the employment

agreement is terminated by us without cause, Mr.

Sebaaly will be entitled to a severance payment of $2 million CAD (approximately $1.4

million USD).

October 21, 2024, we entered into an employment agreement with Dr.

Abderrazzak Merzouki, our Chief Operating Officer.

Pursuant to the

employment agreement, deemed effective January 1, 2024, Dr.

Merzouki will continue to serve as our Chief Operating Officer and will also

serve as Chief Scientific Officer of Nora Pharma.

Merzouki will receive an annual base salary of $328,800 CAD (approximately $230,200

USD), which will increase annually in the amount of 5% or the change in the US Consumer Price Index, whichever is greater.

will also be entitled to an annual bonus in an amount to be determined by our Board of Directors.

The employment agreement has an indefinite

If the employment agreement is terminated by us without cause, Dr.

Merzouki will be entitled to a severance payment of $2 million

CAD (approximately $1.4 million USD).

January 13, 2025, we appointed Mr.

Michel Roy as our Chief Commercial Officer, and in connection therewith, entered into an employment

agreement with Mr.

If the employment agreement

is terminated by us without cause, Mr.

Sebaaly will be entitled to a severance payment of $2 million CAD (approximately $1.4 million USD).

On January 13, 2025,

we appointed Mr.

Michel Roy as our Chief Commercial Officer, and in connection therewith, entered into an employment agreement with Mr.

Pursuant to the employment agreement, Mr.

Roy will receive an initial annual base salary of $400,000 CAD (approximately $280,000

$280,000 USD), which will increase annually by the greater of 5% or the increase in the US Consumer Price Index.

In the event we terminate

USD), which will increase annually by the greater of 5% or the increase in the U.S.

Consumer Price Index.

In the event we terminate Mr.

Roy’s employment without cause, Mr.

Roy will receive a severance payment of $500,000 CAD (approximately $350,000 USD), plus

the minimum notice of termination (or compensation in lieu thereof) to which he would be entitled under applicable law.

The employment

agreement has an indefinite term.

Roy will receive a severance payment of $500,000 CAD (approximately $350,000 USD), plus the

minimum notice of termination (or compensation in lieu thereof) to which he would be entitled under applicable law.

The employment agreement

has an indefinite term.

Outstanding Equity Awards at

3 unchanged sentences

Director Compensation

The following table sets forth compensation we

paid to our directors for services as director during the year ended December 31, 2024.

The following table sets forth the compensation

we paid to our directors for services as director during the years ended December 31, 2025 and 2024.

Andrew Keller

3 unchanged sentences

AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information, as of April 1, 2025, with respect to the beneficial ownership of the outstanding common

The following table sets forth certain

information, as of April 2, 2026, with respect to the beneficial ownership of the outstanding common stock and Series B Preferred

Stock by (i) any holder of more than five (5%) percent;

(ii) each of our executive officers and directors;

and (iii) our directors and

executive officers as a group.

have determined beneficial ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership

of securities to persons who possess sole or shared voting power or investment power with respect to those securities.

lists applicable percentage ownership based on 2,707,541 shares of common stock outstanding as of April 1, 2025.

In addition, under

SEC rules, beneficial ownership of common stock includes shares of our common stock issuable pursuant to the conversion or exercise

of securities that are either immediately exercisable or convertible into common stock or exercisable or convertible into common

stock within 60 days of April 1, 2025.

These shares are deemed to be outstanding and beneficially owned by the person holding those

securities for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the

purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the persons or entities identified in

this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to

applicable community property laws.

and Address of Beneficial Owner

and (iii) our directors

and executive officers as a group.

We have determined beneficial ownership in

accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole

or shared voting power or investment power with respect to those securities.

The table lists applicable percentage ownership based

on 4,905,945 shares of common stock and 130,000 shares of Series B Preferred Stock outstanding as of April 2, 2026.

under SEC rules, beneficial ownership of common stock includes shares of our common stock issuable pursuant to the conversion or

exercise of securities that are either immediately exercisable or convertible into common stock or exercisable or convertible into

common stock within 60 days of April 2, 2026.

These shares are deemed to be outstanding and beneficially owned by the person holding

those securities for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for

the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the persons or entities

identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them,

subject to applicable community property laws.

Title of Class

Name and Address of Beneficial Owner

Percent of Class

c/o Sunshine Biopharma Inc.

2 unchanged sentences

Series B Preferred

Camille Sebaaly (1)

c/o Sunshine Biopharma Inc.

1 unchanged sentence

Fort Lauderdale, FL 33301

Abderrazzak Merzouki (1)

c/o Sunshine Biopharma Inc.

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

Andrew Keller (1)

16 unchanged sentences

as Group (6 persons)

Intracoastal Capital LLC (4)

* Less than 1%.

2 unchanged sentences

Stock gives the holder the right to 1,000 votes per share.

Includes (i) 2 shares owned by Advanomics Corporation, a company controlled

Includes (i) 2 shares owned

by Advanomics Corporation, a company controlled by Dr.

Slilaty and (ii) 1,850 shares owned by Malek Chamoun which Dr.

Slilaty controls through a voting agreement dated October 20,

Slilaty controls

through a voting agreement dated October 20, 2022.

Represents shares of common

stock issuable upon exercise of a warrant (the “Intracoastal Warrant”) held by Intracoastal Capital LLC ("Intracoastal"),

and all such shares represent beneficial ownership of approximately 9.99% of the common stock, based on (1) 4,905,945 shares of common

stock outstanding, plus (2) 544,500 shares issuable upon exercise of the Intracoastal Warrant.

Based on Schedule 13G filed with the

SEC on May 23, 2025, such shares may be deemed beneficially owned by Intracoastal, Mitchell P.

Kopin and Daniel B.

Asher (the “Reporting

Persons”).The foregoing excludes 1,882,009 shares of common stock issuable upon exercise of the Intracoastal Warrant because

the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal

Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together

with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates,

of more than 9.99% of the common stock.

Without such blocker provision, each of the Reporting Persons may have been deemed to have

beneficial ownership of 2,426,509 shares of common stock.

The address of the stockholder is 245 Palm Trail, Delray Beach, Florida

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

On May 3, 2024, the SEC announced that it had settled charges against Borgers that it failed to conduct audits in accordance with the

standards of the PCAOB.

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

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

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

following table presents fees for professional services rendered by Bush & Associates and Borgers during:

The amounts presented in the following table represent

fees billed by the Company’s independent registered public accounting firm during each fiscal year, regardless of the period in

which the related services were performed.

Fees are categorized in accordance with SEC rules as Audit Fees, Audit-Related Fees, Tax Fees,

and All Other Fees.

Audit Fees include the audit of the Company’s annual financial statements, reviews of interim financial statements,

and services normally provided in connection with statutory and regulatory filings.

Audit-Related Fees consist of assurance and related

services that are reasonably related to the performance of the audit or review of the Company’s financial statements but are not

reported as Audit Fees.

Tax Fees include tax compliance, tax planning, and tax advisory services.

All Other Fees include permissible advisory

services and access to accounting research tools:

Fiscal Years Ended December 31,

Audit Fees – M&K

Audit Fees – Bush & Associates

Audit Fees – Borgers

Audit-Related Fees – M&K

Audit-Related Fees – Bush & Associates

Audit-Related Fees – Borgers

Tax Fees – M&K

Tax Fees – Bush & Associates

Tax Fees – Borgers

All Other Fees

All Other Fees – M&K

All Other Fees – Bush & Associates

All Other Fees – Borgers

Total – Bush & Associates

Total – Borgers

Audit fees consist of amounts

billed for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Forms 10-K

for our fiscal years ended December 31, 2024 and 2023 and for reviews of our interim financial statements included in our Quarterly Reports

on Form 10-Q.

Audit-related Fees.

Audit-related fees represent

fees for assurance and related services performed that are reasonably related to the performance of the audit or review of our financial

Bush & Associates CPA and Borgers did not perform any tax compliance services for us during the years ended December 31,

2024 or 2023.

Bush & Associates CPA and Borgers did not receive any other fees from us for the years ended December 31, 2024 or

As of December 31, 2024, the Board of Directors

appointed our three independent directors as the members of our audit committee.

Our audit committee charter is available is available

on our website at www.sunshinebiopharma.com.

of Incorporation (2)

of Amendment to Articles of Incorporation filed November 2, 2009 (3)

of Share and Equity Capital Exchange (4)

of Amendment to Articles of Incorporation filed July 13, 2010 (4)

of Amendment to Articles of Incorporation filed May 27, 2015 (5)

of Amendment to Articles of Incorporation (6)

of Amendment to Articles of Incorporation (7)

of Amendment to Articles of Incorporation (25)

of Amendment to Articles of Incorporation (26)

Articles of Incorporation (2)

Certificate of Amendment to Articles of Incorporation filed November 2, 2009 (3)

Statement of Share and Equity Capital Exchange (4)

Articles of Amendment to Articles of Incorporation filed July 13, 2010 (4)

Articles of Amendment to Articles of Incorporation filed May 27, 2015 (5)

Articles of Amendment to Articles of Incorporation (6)

Articles of Amendment to Articles of Incorporation (7)

Articles of Amendment to Articles of Incorporation (25)

Articles of Amendment to Articles of Incorporation (26)

Certificate of Correction (27)

of Registrant’s Securities (16)

Purchase Agreement with Advanomics Corporation (8)

Description of Registrant’s Securities (16)

Patent Purchase Agreement with Advanomics Corporation (8)

Second Patent Purchase Agreement with Advanomics Corporation (9)

Amendment No.

1 to Patent Purchase Agreement with Advanomics Corporation dated October 8, 2016, including Secured Convertible Promissory Note (10)

1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory

of Warrant, dated February 17, 2022 (1)

Agent Agreement between the Company and Equiniti , dated February 17, 2022 (1)

Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc.

Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (12)

of Warrant, dated March 14, 2022 (15)

of Amendment to Warrant, dated March 24, 2022 (17)

Employment Agreement, dated October 21, 2024 between Sunshine Biopharma, Inc.

Amendment No.

1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory Note (10)

Form of Warrant, dated February 17, 2022 (1)

Warrant Agent Agreement between the Company and Equiniti, dated February 17, 2022 (1)

Sponsored Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc.

Research Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (12)

Form of Warrant, dated March 14, 2022 (15)

Form of Amendment to Warrant, dated March 24, 2022 (17)

Amended Employment Agreement, dated October 21, 2024 between Sunshine Biopharma Inc.

Steve Slilaty (18)

Agreement, dated October 21, 2024, between the Company and Camille Sebaaly (18)

Agreement, dated October 21, 2024, between the Company and Dr.

Abderrazzak Merzouki (18)

Purchase Agreement between Sunshine Biopharma, Inc., Malek Chamoun and Nora Pharma Inc.

Agreement between Sunshine Biopharma, Inc., Nora Pharma Inc.

and Malek Chamoun (19)

Agreement between the Company and the University of Arizona (20) **

Employment Agreement, dated October 21, 2024, between the Company and Camille Sebaaly (18)

Share Purchase Agreement between Sunshine Biopharma Inc., Malek Chamoun and Nora Pharma Inc.

License Agreement between the Company and the University of Arizona (20) *

Amendment No.

1 to Warrant Agent Agreement, dated October 18, 2023 (21)

1 unchanged sentence

Form of Warrant Agency Agreement (28)

of Series B Warrant (23)

Form of Series B Warrant (23)

Employment Agreement between the Company and Michael Roy (29)

of Ethics (13)

Insider Trading Policy (filed herewith)

Code of Ethics (13)

Insider Trading Policy (30)

Subsidiaries (24)

Consent of Bush & Associates CPA LLC (filed herewith)

Consent of M&K CPAS, PLLC (filed herewith)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

3 unchanged sentences

Clawback policy (24)

Inline XBRL Instance Document (the instance document

does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

_______________________

Portions of the exhibit have been omitted.

by reference to 8-K filed with the SEC on February 17, 2022

Incorporated by reference

to SB-2 filed with the SEC on October 19, 2007.

Incorporated by reference

to 8-K filed with the SEC on November 6, 2009.

Incorporated by reference

to 10-Q filed with the SEC on August 4, 2010.

Incorporated by reference

to 8-K filed with the SEC on June 1, 2015.

Incorporated by reference

to 8-K filed with the SEC on June 24, 2020.

Incorporated by reference

to 8-K filed February 9, 2022.

Incorporated by reference

to 8-K filed with the SEC on October 9, 2015.

Incorporated by reference

to 8-K filed with the SEC on December 28, 2015.

Incorporated by reference

to 8-K filed with the SEC on March 14, 2016.

Incorporated by reference

to S-1/A filed with the SEC on January 24, 2022.

Incorporated by reference

to 8-K filed with the SEC on February 25, 2022.

Incorporated by reference

to 10-K filed with the SEC on May 1, 2020.

Incorporated by reference

to 8-K filed with the SEC on April 19, 2023.