Sunshine Biopharma Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. Based on this evaluation, our management, including our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2025, at reasonable assurance levels. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our system of internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with US GAAP. Our internal control over financial reporting includes those policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized use, acquisition, or disposition of our assets that could have a material effect on the consolidated financial statements. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, and they concluded that our internal control over financial reporting was effective as of December 31, 2025. In making this assessment, we utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013). 47 No Attestation Report by Independent Registered Accountant The effectiveness of our internal control over financial reporting as of December 31, 2025, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company. Changes in Internal Controls over Financial Reporting There were no changes in our internal control over financial reporting during the three months ended December 31, 2025. ITEM 9B. OTHER INFORMATION 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 48 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Directors and Officers The following individuals currently serve as our Board of Directors and executive officers. Name Age Position(s) Dr. Steve N. Slilaty 73 President, Chief Executive Officer and Chairman of the Board Mr. Camille Sebaaly 64 Chief Financial Officer, Director and Secretary Dr. Rabi Kiderchah 53 Director Mr. David Natan 72 Director Dr. Andrew Keller 72 Director Mr. Michel Roy 58 Chief Commercial Officer Dr. Steve N. Slilaty was appointed as our chief executive officer and chairman of our board of directors on October 15, 2009. Dr. 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. 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 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 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 . Dr. 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) ]. Dr. 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) [ Proc. Natl. Acad. Sci. U.S.A. 84: 3987-3991 (1987) ]. In addition, Dr. Slilaty (i) developed the first site-directed mutagenesis system applicable to double-stranded DNA [ Analyt. Biochem. 185: 194-200 (1990) ], (ii) cloned the gene for the first yeast-lytic enzyme (lytic b-1,3-glucanase) [ J. Biol. Chem. 266: 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, 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. Med. Chem. 2024, 67: 13681−13702 ]. Additional works of Dr. Slilaty in the area of PLpro inhibitors has recently been submitted for publication [ J. Med. Chem. In press ]. These and other works of Dr. Slilaty are cited in research papers, editorials, review articles and textbooks. Dr. Slilaty is the author of 20 original research papers and 12 issued and pending. These and other works of Dr. Slilaty are cited in research papers, editorials, review articles and textbooks. Dr. 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. Dr. 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 . Dr. Slilaty’s scientific and executive experience qualify him to serve on our board of directors. 49 Mr. 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. Mr. 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. Mr. Sebaaly graduated from State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987. Mr. Sebaaly’s technical and business experience qualify him to serve on our board of directors. Dr. Rabi Kiderchah has served as a director of our Company since October 2021. Dr. Kiderchah is a licensed physician in Canada. From 2000 until August 2021, he was working at Argenteuil Hospital, Lachute, Quebec, Canada, as an emergency room physician. He has also worked as what is referred to in Canada as a “medecins depanneurs”, working in rural areas where there are not enough ER doctors. Since August 2011 he has worked at Rabi Kiderchah Medecin Inc. as a freelance physician in the Quebec, Canada area. He received a Bachelor of Science degree in 1994 and an MD degree in 1998 from the University of Montreal. Dr. Kidercha’s medical knowledge and experience qualify him to serve on our board of directors. Mr. 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. Natan served as Chief Executive Officer of ForceField Energy, Inc. (OTCMKTS: FNRG), a company focused on the solar industry and LED lighting products. From February 2002 to November 2007, Mr. 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. Mr. Natan currently serves as a member of the Board of Directors and Chair of the Audit Committees of Sow Good Inc. (Nasdaq: 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. (Nasdaq: VIVK), NetBrands Corp. (OTC: NBND), OpGen Inc. (OTC: OPGN), and Bio Green Med Solutions (Nasdaq: BGMS). Mr. Natan is a CPA (inactive), holds a B.A. in Economics from Boston University, and was appointed to Omicron Delta Epsilon, an international honor society in the field of Economics. Mr. Natan’s financial knowledge and experience qualify him to serve on our board of directors. Dr. Andrew M. Keller has served as a director of our Company since February 2022. From 2016 through November 2019, Dr. Keller was the Chief Medical Officer at the Western Connecticut Medical Group, Bethel CT, a multispecialty organization. He was employed by this group beginning in 1989, and in 2003 became Chief – Section of Cardiovascular Diseases. In 2014 he was appointed Chief Medical Informatics Officer. Previously, Dr. Keller was an Assistant Professor of Medicine/Radiology at Columbia University, The College of Physicians and Surgeons, NY, NY. Dr. Keller retired as a practicing physician in 2019. Upon his retirement as a practicing physician Dr. Keller enrolled as a full-time student at Quinnipiac University College of Law, where he graduated with a Juris Doctor degree in 2023. In July 2023, Dr. Keller passed the Bar exam and was admitted to practice law in the State of Connecticut in November 2023. Since November 2023 he has been employed at the Law Office of Robin P. Keller LLC, Norwalk, CT advocating for the educational needs of disabled children with medically complex diagnoses. Dr. Keller received a Doctor of Medicine degree in 1979 from The Ohio State University and a Bachelor of Arts degree in Physics, Magna Cum Laude from Ithaca College in 1975. Dr. Keller’s medical knowledge and experience qualify him to serve on our board of directors. Mr. Michel Roy was appointed as our Chief Commercial Officer in January 2025. Mr. has held various leadership roles in business development, licensing, sales and operations management in various pharmaceutical companies. From July 2020 to November 2024, Mr. Roy founded and led the Canadian operations of Shilpa Medicare Ltd., a large multinational pharmaceutical company headquartered in Karnataka, India. From 2014 to June 2020, Mr. Roy was Vice President, Business Development and Sales for Intas Pharmaceuticals Ltd., a major pharmaceutical company having its head office in Ahmedabad (India) with a strong presence in over 85 countries. During his tenure at Intas, Mr. Roy was responsible for strategic planning, business development, sales, financial management, and regulatory affairs. At the beginning of his career, he worked as a consultant and had positions with various international Contract Research Organization companies. Mr. Roy received his Executive Master of Business Administration (EMBA) at John Molson School of Business in 2010 and his Master of Science (M.Sc.) at Université de Montréal in 1999. He also received a Bachelor of Commerce, Major in Economics, at Concordia University in 1990. 50 Corporate Governance Board of Directors Term of Office Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified. Committees of our Board of Directors We have established an audit committee, a compensation committee, and a corporate governance and nominating committee of our board of directors. Each committee is comprised of each of our independent directors. David Natan is our audit committee financial expert. No Family Relationships There is no family relationship between any director and executive officer or among any directors or executive officers. Involvement in Certain Legal Proceedings Our directors and executive officers have not been involved in any of the following events during the past ten years: 1. any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; 4. being found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. 51 Code of Ethics We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer. Our Code of Ethics is available on our website at www.sunshinebiopharma.com. 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 incorporated by reference as an exhibit to this report. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth compensation information for services rendered by our executive officers in all capacities during the last two completed fiscal years. Name and Principal Position Year Salary ($) Bonus ($) Options ($) Other ($) Total ($) Dr. Steve N. Slilaty 2024 411,587 800,000 * – – 1,211,587 Chief Executive Officer and Director 2025 465,953 -- – – 465,953 Camille Sebaaly 2024 302,031 50,000 – – 352,031 Chief Financial Officer and Director 2025 412,278 -- – – 412,278 Dr. Abderrazzak Merzouki** 2024 241,625 45,000 – – 286,625 Former Chief Operating Officer 2025 264,545 -- – – 264,545 Mr. Michel Roy 2024 – – – – – Chief Commercial Officer 2025 283,166 -- -- -- 283,166 * This amount was paid to Advanomics Corporation, a company controlled by Dr. Slilaty. ** 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. 52 Employment Agreements On October 21, 2024, we entered into an amended employment agreement with Dr. Steve N. Slilaty, our Chief Executive Officer. Pursuant to the amended employment agreement, deemed effective January 1, 2024, Dr. Slilaty will continue to serve as our CEO, and will also serve as the chief executive officer of our wholly-owned subsidiary, Nora Pharma. Dr. Slilaty will receive an annual base salary of $386,000, which will increase annually in the amount of 5% or the change in the U.S. Consumer Price Index, whichever is greater. Dr. Slilaty will also be entitled to an annual bonus in an amount to be determined by our board of directors. The agreement has an indefinite term. If the agreement is terminated by us “without cause”, or by Dr. Slilaty for “good reason” (each as defined in the agreement), Dr. Slilaty will be entitled to a severance payment of $14 million. In the event the employment agreement is terminated for other reasons, we will pay Dr. Slilaty $3 million. 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. Mr. 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. Mr. 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). 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. Roy. Pursuant to the employment agreement, Mr. Roy will receive an initial annual base salary of $400,000 CAD (approximately $280,000 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 $350,000 USD), plus the minimum notice of termination (or compensation in lieu thereof) to which he would be entitled under applicable law. The employment agreement has an indefinite term. Outstanding Equity Awards at 2025 Fiscal Year-End We did not have any outstanding equity awards as of December 31, 2025. 53 Director Compensation The following table sets forth the compensation we paid to our directors for services as director during the years ended December 31, 2025 and 2024. Name Cash ($) Options ($) Other ($) Total ($) Dr. Andrew Keller 80,000 – – 80,000 Dr. Rabi Kiderchah 80,000 – – 80,000 Dr. Abderrazzak Merzouki 80,000 – – 80,000 Mr. David Natan 80,000 – – 80,000 Dr. Steve N. Slilaty 80,000 – – 80,000 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 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. 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. 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 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. 54 Title of Class Name and Address of Beneficial Owner Amount Percent of Class Common Dr. Steve N. Slilaty (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 1,911 (3) * Series B Preferred 130,000 (2) 100% Common Camille Sebaaly (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 60 * Common Dr. Andrew Keller (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 0 * Common Mr. David Natan (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 0 * Common Dr. Rabi Kiderchah (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 1 * Common Mr. Michel Roy (1) c/o Sunshine Biopharma Inc. 333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301 1 * All Officers and Directors as Group (6 persons) 1,973 * Common Intracoastal Capital LLC (4) 544,500 9.99% * Less than 1%. (1) Officer and/or director of our Company. (2) Each share of Series B Preferred Stock gives the holder the right to 1,000 votes per share. (3) 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, 2022. (4) 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 33483. 55 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Related Transactions On February 8, 2024, we sold 20,000 shares of Series B Preferred Stock to Dr. Slilaty for a purchase price equal to the stated value of $0.10 per share. On March 4, 2024, we sold 100,000 shares of Series B Preferred Stock to Dr. Slilaty for a purchase price equal to the stated value of $0.10 per share. Director Independence Our independent directors consist of Dr. Kiderchah, Mr. Natan and Dr. Keller. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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, 2025 2024 Audit Fees – M&K $ 119,909 $ – Audit Fees – Bush & Associates 180,863 339,000 Audit Fees – Borgers – 225,500 Audit-Related Fees – M&K – – Audit-Related Fees – Bush & Associates – – Audit-Related Fees – Borgers – 110,000 Tax Fees – M&K – – Tax Fees – Bush & Associates – – Tax Fees – Borgers – – All Other Fees – M&K – – All Other Fees – Bush & Associates – – All Other Fees – Borgers – – Total – M&K 119,909 – Total – Bush & Associates 180,863 339,000 Total – Borgers – 335,500 56 PART IV ITEM 15. EXHIBITS 3.1 Articles of Incorporation (2) 3.2 Certificate of Amendment to Articles of Incorporation filed November 2, 2009 (3) 3.3 Statement of Share and Equity Capital Exchange (4) 3.4 Articles of Amendment to Articles of Incorporation filed July 13, 2010 (4) 3.5 Articles of Amendment to Articles of Incorporation filed May 27, 2015 (5) 3.6 Articles of Amendment to Articles of Incorporation (6) 3.7 Articles of Amendment to Articles of Incorporation (7) 3.8 Articles of Amendment to Articles of Incorporation (25) 3.9 Articles of Amendment to Articles of Incorporation (26) 3.10 Certificate of Correction (27) 3.11 Bylaws (14) 4.1 Description of Registrant’s Securities (16) 10.1 Patent Purchase Agreement with Advanomics Corporation (8) 10.2 Second Patent Purchase Agreement with Advanomics Corporation (9) 10.3 Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated October 8, 2016, including Secured Convertible Promissory Note (10) 10.4 Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory Note (10) 10.5 Form of Warrant, dated February 17, 2022 (1) 10.6 Warrant Agent Agreement between the Company and Equiniti, dated February 17, 2022 (1) 10.7 Sponsored Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc. (11) * 10.8 Research Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (12) 10.9 Form of Warrant, dated March 14, 2022 (15) 10.10 Form of Amendment to Warrant, dated March 24, 2022 (17) 10.11 Amended Employment Agreement, dated October 21, 2024 between Sunshine Biopharma Inc. and Dr. Steve Slilaty (18) 10.12 Employment Agreement, dated October 21, 2024, between the Company and Camille Sebaaly (18) 10.13 Share Purchase Agreement between Sunshine Biopharma Inc., Malek Chamoun and Nora Pharma Inc. (19) 10.14 License Agreement between the Company and the University of Arizona (20) * 10.15 Amendment No. 1 to Warrant Agent Agreement, dated October 18, 2023 (21) 10.16 2023 Equity Incentive Plan (22) 10.17 Form of Warrant Agency Agreement (28) 10.18 Form of Series B Warrant (23) 10.19 Employment Agreement between the Company and Michael Roy (29) 14.1 Code of Ethics (13) 19 Insider Trading Policy (30) 21 Subsidiaries (24) 23.1 Consent of Bush & Associates CPA LLC (filed herewith) 23.2 Consent of M&K CPAS, PLLC (filed herewith) 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) 97.1 Clawback policy (24) EX-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) EX-104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). _______________________ * Portions of the exhibit have been omitted. 57 (1) Incorporated by reference to 8-K filed with the SEC on February 17, 2022 (2) Incorporated by reference to SB-2 filed with the SEC on October 19, 2007. (3) Incorporated by reference to 8-K filed with the SEC on November 6, 2009. (4) Incorporated by reference to 10-Q filed with the SEC on August 4, 2010. (5) Incorporated by reference to 8-K filed with the SEC on June 1, 2015. (6) Incorporated by reference to 8-K filed with the SEC on June 24, 2020. (7) Incorporated by reference to 8-K filed February 9, 2022. (8) Incorporated by reference to 8-K filed with the SEC on October 9, 2015. (9) Incorporated by reference to 8-K filed with the SEC on December 28, 2015. (10) Incorporated by reference to 8-K filed with the SEC on March 14, 2016. (11) Incorporated by reference to S-1/A filed with the SEC on January 24, 2022. (12) Incorporated by reference to 8-K filed with the SEC on February 25, 2022. (13) Incorporated by reference to 10-K filed with the SEC on May 1, 2020. (14) Incorporated by reference to 8-K filed with the SEC on April 19, 2023. (15) Incorporated by reference to 8-K filed with the SEC on March 15, 2022. (16) Incorporated by reference to 10-K filed with the SEC on March 21, 2022. (17) Incorporated by reference to 8-K filed with the SEC on March 24, 2022. (18) Incorporated by reference to 8-K filed with the SEC on October 23, 2024. (19) Incorporated by reference to 8-K filed with the SEC on October 20, 2022. (20) Incorporated by reference to 8-K filed with the SEC on February 28, 2023. (21) Incorporated by reference to 8-K filed with the SEC on October 20, 2023. (22) Incorporated by reference to S-8 filed with the SEC on January 8, 2024. (23) Incorporated by reference to 8-K filed with the SEC on February 15, 2024. (24) Incorporated by reference to 10-K filed with the SEC on March 28, 2024. (25) Incorporated by reference to 8-K filed with the April 23, 2024. (26) Incorporated by reference to 8-K filed with the August 12, 2024. (27) Incorporated by reference to post-effective Amendment No. 1 to Form S-1 filed with the SEC on November 6, 2024. (28) Incorporated by reference to S-1/A filed with the SEC on February 9, 2024. (29) Incorporated by reference to 8-K filed with the SEC on January 15, 2025. (30) Incorporated by reference to 10-K filed with the SEC on April 1, 2025. 58 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SUNSHINE BIOPHARMA INC. Dated: April 3, 2026 By: /s/ Dr. Steve N. Slilaty Dr. Steve N. Slilaty, Chief Executive Officer (principal executive officer) /s/ Camille Sebaaly Camille Sebaaly, Chief Financial Officer (principal financial and accounting officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Dr. Steve N. Slilaty Chief Executive Officer and Director April 3, 2026 Dr. Steve N. Slilaty (Principal Executive Officer) /s/ Camille Sebaaly Chief Financial Officer and Director April 3, 2026 Camille Sebaaly (Principal Financial and Accounting Officer) /s/ David Natan Director April 3, 2026 David Natan /s/ Dr. Andrew Keller Director April 3, 2026 Dr. Andrew Keller /s/ Dr. Rabi Kiderchah Director April 3, 2026 Dr. Rabi Kiderchah 59