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Item 1. Financial Statements

2026-05-13 compared with 2025-11-13 · 326 added, 405 removed, 112 unchanged (87% of the section changed)

FINANCIAL STATEMENTS

Sunshine Biopharma Inc.

Consolidated Balance Sheets

September 30,

Biopharma Inc.

Balance Sheets

Current Assets:

Cash and cash equivalents

Cash and cash

Accounts receivable

Prepaid expenses

Total Current Assets

2 unchanged sentences

Intangible assets

Deferred tax asset

Right-of-use-asset

1 unchanged sentence

Current Liabilities:

Accounts payable & accrued expenses

Accounts payable & accrued

Earnout payable

5 unchanged sentences

Total Long-Term Liabilities

TOTAL LIABILITIES

SHAREHOLDERS' EQUITY

Preferred Stock Series B $ 0.10 par value per share;

1,000,000 shares authorized;

130,000 shares issued and outstanding

Common Stock $ 0.001 par value per share;

3,000,000,000 shares authorized;

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

Capital paid in excess of par value

Accumulated comprehensive income

Accumulated (Deficit)

Stock Series B $ 0.10 par value per share;

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

Stock $ 0.001 par value per share;

3,000,000,000 shares authorized 4,905,945 shares issued and outstanding at March 31, 2026 and December

paid in excess of par value

comprehensive income

( 76,258,995 )

( 75,015,126 )

TOTAL SHAREHOLDERS' EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

See Accompanying Notes To These Unaudited Consolidated

Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

September 30,

SHAREHOLDERS' EQUITY

LIABILITIES AND SHAREHOLDERS' EQUITY

Accompanying Notes To These Financial Statements.

Biopharma Inc.

Statements of Operations and Comprehensive Loss (Unaudited)

Cost of sales

1 unchanged sentence

Director fees

Impairment of intangible assets

& amortization

Total General & Administrative

(Loss) From Operations

1 unchanged sentence

( 1,295,750 )

( 4,437,018 )

( 3,774,399 )

Other Income (Expenses):

(Loss) on asset sale

Foreign exchange gain (loss)

Foreign exchange

Interest income

Interest expense

Total Other Income (Expenses)

Total Other Income

Net (loss) before income taxes

1 unchanged sentence

( 1,219,932 )

( 3,082,025 )

Provision for income taxes

$ ( 883,820 )

$ ( 1,197,803 )

for income taxes

$ ( 1,243,869 )

$ ( 1,179,771 )

Other comprehensive income:

Gain (Loss) from foreign exchange translation

Foreign exchange translation

Comprehensive (Loss)

1 unchanged sentence

( 1,153,582 )

$ ( 3,325,307 )

$ ( 3,503,419 )

Basic (Loss) per common share

Weighted Average Common Shares Outstanding (Basic)

See Accompanying Notes To These Unaudited Consolidated

Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Cash Flows (Unaudited)

September 30,

Cash Flows From Operating Activities:

$ ( 3,834,425 )

$ ( 2,975,904 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Intangible asset impairment

Stock issued for services

Accounts receivable

( 1,321,173 )

(Loss) per common share (Basic)

Weighted average common shares outstanding

Accompanying Notes To These Financial Statements.

Biopharma Inc.

Statements of Cash Flows (Unaudited)

From Operating Activities:

$ ( 1,243,869 )

$ ( 1,179,771 )

Prepaid expenses

Reduction in right-of-use asset

Accounts payable & accrued expenses

Adjustments to reconcile net

loss to net cash used in operating activities:

and amortization

in right-of-use asset

Payable & accrued expenses

Lease liability

Earn-out payable

( 2,547,831 )

Income tax payable

Net Cash Flows (Used In) Operating Activities

( 3,715,067 )

( 9,119,519 )

Cash Flows From Investing Activities:

Purchase of intangible assets

Purchase of equipment

( 1,554,455 )

Asset disposition

Net Cash Flows (Used In) Investing Activities

Cash Flows (Used In) Operating Activities

( 2,072,100 )

Cash Flows From Financing Activities:

Proceeds from public offering net (common stock)

Exercise of warrants

Purchase of treasury stock

( 1,695,002 )

From Investing Activities:

of intangible assets

Cash Flows (Used In) Investing Activities

From Financing Activities:

Net Cash Flows Provided by Financing Activities

Cash and Cash Equivalents at Beginning of Period

Net increase (decrease) in cash and cash equivalents

( 3,677,692 )

Foreign currency translation adjustment

Cash and Cash Equivalents at End of Period

Supplementary Disclosure of Cash Flow Information:

Cash paid for income taxes

Stock issued for services

See Accompanying Notes To These Unaudited Consolidated

Financial Statements

Sunshine Biopharma Inc.

Consolidated Statements of Shareholders' Equity (Unaudited)

Number Of Common Shares

Capital Paid in Excess

Number Of Preferred Shares

Comprehensive

Three Months Period

Balance at June 30, 2025

$ ( 71,990,379 )

( 1,485,448 )

Balance at September 30, 2025

$ ( 320,841 )

$ ( 72,874,199 )

Balance June 30, 2024

$ ( 683,050 )

$ ( 65,683,759 )

Exercise of warrants

Cash Equivalents at Beginning of Period

(decrease) in cash and cash equivalents

( 2,176,618 )

Balance September 30, 2024

( 1,551,722 )

Nine Months Period

of exchange rate changes on cash

and Cash Equivalents at End of Period

Supplementary

Disclosure of Cash Flow Information:

paid for interest

paid for income taxes

Accompanying Notes To These Financial Statements.

Biopharma Inc.

Statements of Shareholders' Equity (Unaudited)

Common Shares

Preferred Shares

Comprehensive

Months Period

Balance December 31, 2025

1 unchanged sentence

( 1,243,869 )

Exercise of warrants

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

( 1,521,866 )

( 3,325,307 )

Balance at September 30, 2025

Balance at March 31,

$ ( 343,306 )

2 unchanged sentences

$ ( 829,959 )

Preferred Stock issued to related party

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

Exercise of warrants

Repurchase warrants

$ ( 69,039,774 )

Exercise of warrants

( 1,179,771 )

( 1,153,582 )

Balance at March 31,

$ ( 803,770 )

Balance at September 30, 2024

$ ( 70,219,545 )

See Accompanying Notes To These Unaudited Consolidated

Financial Statements

Sunshine Biopharma Inc.

Notes to Unaudited Consolidated Financial Statements

For the Nine Months Ended September 30, 2025 and 2024

Note 1 – Description of Business

The Company was incorporated under the name Mountain

West Business Solutions, Inc.

Accompanying Notes To These Financial Statements.

Sunshine Biopharma

Notes to Unaudited

Consolidated Financial Statements

For the Three

Months Ended March 31, 2026 and 2025

1 – Description of Business

Company was incorporated under the name Mountain West Business Solutions, Inc.

on August 31, 2006, in the State of Colorado.

Effective October 15, 2009, the Company acquired Sunshine

Biopharma Inc.

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 changed its

name to Sunshine Biopharma Inc.

and began operating as a pharmaceutical company.

Sunshine Biopharma has two wholly owned subsidiaries:

Upon completion

of the reverse acquisition, the Company changed its name to Sunshine Biopharma Inc.

and began operating as a pharmaceutical

Biopharma has two wholly owned subsidiaries:

(i) Nora Pharma Inc.

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

generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc.

(“Sunshine Canada”), a Canadian

corporation which develops and sells nonprescription over-the-counter (“OTC”) supplements.

The Company operates the two subsidiaries

as a single business segment.

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

The Company is not subject to material customer

concentration risks as it sells its products directly to pharmacies in several Canadian provinces.

However, provincial governments in

Canada reimburse patients for their prescription drug expenditures to various degrees under drug reimbursement programs, making generic

drugs prices highly dependent on government policies which may change over time.

The most recent negotiations between the pan-Canadian

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

Pharmaceutical Association (“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

of the following proprietary drugs:

K1.1 mRNA, a Lipid Nano-Particle (LNP) targeted for liver cancer

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

Note 2 – Basis of Presentation

The unaudited financial statements of the Company

for the nine month periods ended September 30, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted

in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation

Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United

States of America for complete financial statements.

However, such information reflects all adjustments (consisting solely of normal recurring

adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of

Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

balance sheet information as of December 31, 2024, was derived from the audited financial statements included in the Company's financial

statements as of and for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities

and Exchange Commission (the “SEC”) on April 1, 2025.

These financial statements should be read in conjunction with that report.

Note 3 – Reverse Stock Splits

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

Company completed 1-for-100 and 1-for-20 reverse splits of its common stock, respectively.

The Company had previously completed three

(3) reverse stock splits including a 1-for-200 reverse split on February 9, 2022, and two 1-for-20 reverse splits, one in 2019 and the

other in 2020.

The Company’s financial statements included in this report reflect all five (5) reverse stock splits on a retroactive

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

Note 4 – Registered Direct Offering

On April 3, 2025, the Company completed a registered

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

price of $ 2.07 per share and $ 2.06999 per pre-funded warrant (which is equal to the offering price per share minus an exercise price of

$ 0.001 ) for gross proceeds of approximately $ 2.46 million, before deducting fees to the placement agent and other offering expenses paid

by the Company.

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

The 2025 Pre-Funded Warrants were immediately exercisable and

could be exercised at any time until exercised in full.

Note 5 – Acquisition of Nora Pharma Inc.

On October 20, 2022, the Company acquired all

of the issued and outstanding shares of Nora Pharma Inc.

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

The purchase price for the shares was $ 18,860,637 which was paid in cash ($ 14,346,637 ) and by the issuance of 1,850 shares of the Company’s

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

Nora Pharma sells generic pharmaceutical products in Canada.

Nora Pharma’s

operations are authorized by a Drug Establishment License issued by Health Canada.

part of the consideration for Nora Pharma, the Company agreed to a $ 5,000,000 CAD ($ 3,632,000

USD) earnout amount payable to Mr.

Malek Chamoun, the seller of Nora Pharma.

is payable in the form of twenty (20) payments of $250,000 CAD for every $1,000,000 CAD increase

in gross sales (as defined in the Purchase Agreement) above Nora Pharma’s June 30,

2022 gross sales, provided that his employment with the Company is not terminated pursuant

to the Company’s employment agreement with him.

The total earnout amount of $3,632,000

has been recorded as a salary payable.

During the fiscal year ended December 31, 2023, the

Company paid an earnout amount of $ 1,426,914 CAD (approximately $ 1,036,500 USD) for the fiscal

year ended December 31, 2022.

On April 22, 2024, the Company paid another earnout amount

(“Nora Pharma”), a Canadian corporation with a portfolio

of pharmaceutical products consisting of 60 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc.

(“Sunshine Canada”), a Canadian corporation which develops and sells nonprescription, over-the-counter (“OTC”)

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.

Company is not subject to material customer concentration risks as it sells its products directly to pharmacies in several Canadian Provinces.

However, Provincial governments in Canada reimburse patients for their prescription drug expenditures to various degrees under drug reimbursement

programs, making generic drugs prices highly dependent on government policies which may change over time.

The most recent negotiations

between the pan-Canadian Pharmaceutical Alliance (“pCPA”), the entity that negotiates drug prices on behalf of the government,

and the Canadian Generic Pharmaceutical Association (“CGPA”) resulted in updated generic pricing for certain products which

took effect on October 1, 2023.

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

On February 10, 2024, the Canadian federal government joined the generic drug reimbursement program as a payor under the Pharmacare

This development further strengthened the Canadian generic drug market, which is the Company’s current focus.

addition, the Company is engaged in the development of the following proprietary drugs:

K1.1 mRNA, a lipid nano-particle

(LNP) targeted for liver cancer

SBFM-PL4, a protease inhibitor

for treatment of SARS Coronavirus infections

2 – Basis of Presentation

unaudited financial statements of the Company for the three month periods ended March 31, 2026 and 2025 have been prepared in accordance

with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements

for reporting on Form 10-Q and Regulation S-X.

Accordingly, they do not include all the information and footnotes required by accounting

principles generally accepted in the United States of America for complete financial statements.

However, such information reflects all

adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation

of the financial position and the results of operations.

Results shown for interim periods are not necessarily indicative of the results

to be obtained for a full fiscal year.

The balance sheet information as of December 31, 2025, was derived from the audited financial

statements included in the Company's financial statements as of and for the year ended December 31, 2025, included in the Company’s

Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2026.

These financial

statements should be read in conjunction with that report.

3 – Reverse Stock Splits

April 17, 2024 and August 8, 2024, the Company completed 1-for-100 and 1-for-20 reverse splits of its common stock, respectively.

Company had previously completed three (3) reverse stock splits including a 1-for-200 reverse split on February 9, 2022, and two 1-for-20

reverse splits, one in 2019 and the other in 2020.

The Company’s financial statements included in this report reflect all five

(5) reverse stock splits on a retroactive basis for all periods presented and for all references to common stock, unless specifically

stated otherwise.

February 18, 2026, Dr.

Slilaty, the Company’s chief executive officer and holder of the majority of the voting power of

the stockholders of the Company, approved by written consent an authorization of the Company’s board of directors to effect a reverse

split of the Company’s issued and outstanding common stock in a ratio of up to 1-for-10, with the board of directors having the

discretion as to whether or not to effect the reverse split and at what ratio.

The shareholder consent became effective March 23, 2026

(20 days after the definitive information statement relating to such consent was mailed to stockholders).

4 – Acquisition of Nora Pharma Inc.

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.

The purchase price for the shares was $ 18,860,637 which was paid in cash ($ 14,346,637 ) and by

the issuance of 1,850 shares of the Company’s common stock valued at $ 4,514,000 or $2,440.00 per share.

Nora Pharma sells generic

pharmaceutical products in Canada.

Nora Pharma’s operations are authorized by a Drug Establishment License issued by Health Canada.

part of the consideration for Nora Pharma, the Company agreed to a $ 5,000,000 CAD ($ 3,632,000 USD) earnout amount payable to Mr.

Chamoun, the seller of Nora Pharma.

The earnout is payable in the form of twenty (20) payments of $250,000 CAD for every $1,000,000 CAD

increase in gross sales (as defined in the Purchase Agreement) above Nora Pharma’s June 30, 2022 gross sales, provided that his

employment with the Company is not terminated pursuant to the Company’s employment agreement with him.

The total earnout amount

of $3,632,000 has been recorded as a salary payable.

During the fiscal year ended December 31, 2023, the Company paid an earnout amount

of $ 1,426,914 CAD (approximately $ 1,036,500 USD) for the fiscal year ended December 31, 2022.

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

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

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

Note 6 – Intangible Assets

assets consisted of the following:

On April 22, 2024, the Company paid another

earnout amount of $ 3,093,878 CAD (approximately $ 2,247,400 USD) for the fiscal year ended December 31, 2023.

As of December 31, 2025,

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

This remaining earnout amount is currently in dispute following dismissal

Chamoun by the Company on April 14, 2025 (See Note 15).

5 – Intangible Assets

Intangible assets

consisted of the following:

Schedule of intangible assets

Balance at beginning of the year

Purchase of licenses

March 31, 2026

December 31, 2025

Intangible assets at beginning of period, net

Purchase of additional intangible assets (drug licenses & dossiers)

Less impairment*

( 1,748,247 )

1 unchanged sentence

Intangible assets, net

________________________

The impairment

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

Note 7 – Plant, Property and Equipment

Property, plant and equipment are stated at

Depreciation of property, plant and equipment begins in the month when the asset is placed into service and is provided using

the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets.

useful lives range from three to twenty years.

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

6 – Plant, Property and Equipment

plant and equipment are stated at cost.

Depreciation of property, plant and equipment begins in the month when the asset is placed into

service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives

of the assets.

Estimated useful lives range from three to twenty years.

Property, plant and equipment consist of the following:

Schedule of property and equipment

September 30,

of plant property and equipment

March 31, 2026

December 31, 2025

Computer equipment

1 unchanged sentence

Leasehold improvements

Accumulated depreciation

Plant, property and equipment,

Note 8 – Inventory

comprised of the following:

Less accumulated depreciation

Plant, property and equipment, net

7 – Inventory

consists solely of finished goods purchased for resale.

Inventory is stated at cost which represents the amount paid to acquire the finished

The 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

Inventory is comprised

of the following:

Schedule of inventory

September 30,

March 31, 2026

December 31, 2025

Finished goods

Allowance for obsolete

$ ( 540,486 )

Total Inventory, net

Note 9 – Leases

The Company has obligations as a lessee for office

and warehouse space with initial non-cancellable terms in excess of one year.

The Company classified the lease as an operating lease.

Allowance for obsolete inventory

Total Inventory, net of allowance

Company has obligations as a lessee for warehouse and office space with initial non-cancellable terms in excess of one year.

classified the lease as an operating lease.

The lease contains a renewal option for a period of five years.

Because the Company is certain to exercise the renewal option, the optional

period is included in determining the lease term, and associated payments under the renewal option are included in the lease payments.

The Company’s lease does not include termination options for either party to the lease or restrictive financial or other covenants.

Because the Company is certain

to exercise the renewal option, the optional period is included in determining the lease term, and associated payments under the renewal

option are included in the lease payments.

The Company’s lease does not include termination options for either party to the lease

or restrictive financial or other covenants.

Payments due under the lease contract include fixed payments plus a variable payment.

The Company’s lease requires the Company to

make variable payments for the Company’s proportionate share of the building’s property taxes, insurance, and common area

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

variable costs when incurred.

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

Company’s office space lease requires it to make variable payments for the Company’s proportionate share of building’s

property taxes, insurance, and common area maintenance.

These variable lease payments are not included in lease payments used to determine

lease liability and are recognized as variable costs when incurred.

reported on the balance sheet as of March 31, 2026 were as follows:

Schedule of lease information

Operating lease

Operating Lease liability -

Operating lease liability -

Operating lease ROU asset

Operating Lease liability - Short-term

Operating lease liability - Long-term

Remaining lease term

1 unchanged sentence

Discount rate

Amounts disclosed for ROU assets obtained in exchange

for lease obligations and reductions of ROU assets resulting from reductions of lease obligations include amounts reduced from the carrying

amount of ROU assets resulting from deferred rent.

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

disclosed for ROU assets obtained in exchange for lease obligations and reductions of ROU assets resulting from reductions of lease obligations

include amounts reduced from the carrying amount of ROU assets resulting from deferred rent.

of lease liabilities under non-cancellable operating leases at March 31, 2026 are as follows:

Schedule of maturities of lease liabilities

Note 10 – Income Taxes

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

and $ 386,765

for the three and nine months ended September 30, 2025, respectively, is primarily due to operations outside of the United States

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

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

and $ 106,121

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

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

9 – Income Taxes

Company’s income tax (expense) / benefit of $ 0 and $ 40,161 for the three months ended March 31, 2026 and March 31, 2025, respectively,

is primarily due to operations outside of the United States and changes in valuation allowance related to certain deferred tax assets

generated or utilized in the applicable period.

tax assets are regularly reviewed for recoverability by jurisdiction and valuation allowances are established based on historical and

1 unchanged sentence

The Company has recorded valuation

allowances against the majority of its deferred tax assets of September 30, 2025, and the Company expects to maintain these valuation

allowances until there is sufficient evidence that future earnings can be achieved, which is uncertain at this time.

allowances against the majority of its deferred tax assets of March 31, 2026, and the Company expects to maintain these valuation allowances

until there is sufficient evidence that future earnings can be achieved, which is uncertain at this time.

Company's consolidated financial statements contain various tax related entries as a result of operations of the two Canadian subsidiaries

9 unchanged sentences

Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC Topic 740, Income Taxes, requires the tax effects of changes in tax rates and laws to be recognized in the period in which the legislation

ASC Topic 740, Income Taxes , requires the tax effects of changes in tax rates and laws to be recognized in the period in which

the legislation is enacted.

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

The Company currently does

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

Note 11 – Management and Director

The Company paid its officers aggregate cash compensation

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

For the nine-month periods ended

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

$1,595,711 amount, $400,000 was paid to Advanomics Corporation, a company controlled by the CEO of the Company.

The Company paid its directors aggregate cash

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

periods ended September 30, 2025 and 2024.

Note 12 – Capital Stock

The Company’s authorized capital is comprised of 3,000,000,000 shares

of common stock, par value $ 0.001 , and 30,000,000 shares of preferred stock, $ 0.10 par value.

As of December 31, 2024 and September 30,

2025, the Company had authorized 1,000,000 shares of Series B Preferred Stock.

The Series B Preferred Stock is non-convertible and non-redeemable.

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

to 1,000 votes per share.

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

and held by the Company’s Chief Executive Officer.

On February 8, 2024, the Company issued 20,000

shares of Series B Preferred Stock to the Company’s CEO for a purchase price of $ 0.10 per share.

On February 15, 2024, the Company completed an underwritten public offering

and in connection therewith it issued an aggregate of 35,714 shares of common stock and received $ 8,522,411 in net proceeds.

In connection

with this offering, the Company issued 22,500 pre-funded warrants (the “2024 Pre-Funded Warrants”) exercisable at $2.00 per

share, 3,986 Series A Warrants exercisable at $4,200.00 per share (subject to adjustment), or pursuant to an alternative cashless exercise

provision, and 7,973 Series B Warrants exercisable at $4,760.00 per share, subject to adjustment.

As of September 30, 2025, (i) all of

the 2024 Pre-Funded Warrants have been exercised resulting in the Company receiving net proceeds of $45,000, (ii) all of the Series A

Warrants have been exercised pursuant to the alternative cashless provision resulting in the Company receiving $0 in proceeds, and (iii)

15,577,965 Series B Warrants remained outstanding and their exercise price had been adjusted to $2.07 as a result of two reverse stock

splits and a financing event which were conducted subsequent to their issuance.

The Series B Warrants expire in February 2029.

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

of Series B Preferred Stock to the Company’s CEO for a purchase price of $ 0.10 per share.

In April and May 2024, the Company issued 1,120,784

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

On August 16, 2024, the Company issued 150,285

shares of common stock in connection with the rounding up of fractional shares following the reverse stock splits of April 17, 2024 and

August 8, 2024.

In August and September 2024, the Company issued

678,865 shares of common stock in connection with the exercise of 678,865 Series B Warrants and received aggregate net proceed of $ 1,895,610 .

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 proceeds of $ 1,618,203 .

On January 3, 2025, the Company issued 127,443

shares of common stock upon the exercise of 127,443 Series B Warrants and received $ 355,298 in net proceeds.

On April 2, 2025, the Company issued 660,000 shares

of common stock upon the exercise of 660,000 Series B Warrants and received $ 1,840,014 in net proceeds.

On April 3, 2025, the Company issued an aggregate

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

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

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

The Company has declared no dividends since inception.

Note 13 – Warrants

The Company accounts for issued warrants either

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

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

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

If warrants do not meet liability

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

as a liability or as equity.

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

of the occurrence of the triggering event.

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

of each reporting 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 April 2025, the Company completed six (6) financing

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

is currently assessing the impact of OBBBA on its Consolidated Financial Statements but does not believe that the OBBBA will

have a material impact on the Company's income tax expense.

In July 2025, OBBBA amended section 951A for

taxable years beginning after December 31, 2025, replacing the prior Global Intangible Low-Taxed Income (“GILTI”) regime

with a net Controlled Foreign Corporation (“CFC”) tested income inclusion framework.

The legislation also modified related

provisions, including the deduction under section 250 for amounts included under section 951A.

The Company has evaluated the impact of

these changes on its income tax accounting and related disclosures under ASC 740 , including the effect on its estimated annual

effective tax rate and taxes on foreign earnings.

The Company does not expect the impact of these changes to be material to its financial

10 – Management and Director Compensation

Company paid its officers aggregate cash compensation of $ 251,160 and $ 269,496 for the three-month periods ended March 31, 2026 and 2025,

respectively.

Company paid its directors aggregate cash compensation of $ 100,000 for each of the three-month periods ended March 31, 2026 and 2025

($ 20,000 per director).

11 – Capital Stock

Company’s authorized capital is comprised of 3,000,000,000 shares of common stock, par value $ 0.001 , and 30,000,000 shares of preferred

stock, $ 0.10 par value.

As of March 31, 2026, the Company had authorized 1,000,000 shares of Series B Preferred Stock.

The Series B Preferred

Stock is non-convertible and non-redeemable.

It has a liquidation preference equal to the stated value of $0.10 per share, relative to

the common stock and gives the holder the right to 1,000 votes per share.

As of March 31, 2026, 130,000 shares of Series B Preferred

Stock were outstanding and held by the Company’s Chief Executive Officer.

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.

April 2, 2025, the Company issued 660,000 shares of common stock upon the exercise of 660,000 Series B Warrants and received $ 1,840,014

in net proceeds.

April 3, 2025, the Company 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.

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 .

of March 31, 2026 and December 31, 2025, the Company had 4,905,945 shares of common stock issued and outstanding.

Company has declared no dividends since inception.

12 – Warrants

Company accounts for issued warrants either as a liability or equity in accordance with ASC 480-10 or ASC 815-40 .

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.

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

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

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.

2022, 2023, 2024, and 2025, the Company completed six (6) financing events, and in connection therewith, it issued warrants as follows:

Schedule of warrants issued with financing

Exercise Price

2022 Pre-Funded Warrants

Tradeable Warrants*

Issuance Date/Type

Feb 17, 2022 (“Tradeable Warrants”)*

February 2027

Investor Warrants

$ 4,440.00 **

April Warrants

May Pre-Funded Warrants

May Investor Warrants

Mar 14, 2022 (“2022 Pre-Funded Warrants”)

Mar 14, 2022 (“Investor Warrants”)

Apr 28, 2022 (“April Warrants”)

May 16, 2023 (“May Pre-Funded Warrants”)

May 16, 2023 (“May Investor Warrants”)

November 2028

2024 Pre-Funded Warrants

Series A Warrants

Feb 15, 2024 (“2024 Pre-Funded Warrants”)

Feb 15, 2024 (“Series A Warrants”)

$ 4,200.00 **

Series B Warrants

Feb 15, 2024 (“Series B Warrants”)

$ 4,760.00 **

February 2029

2025 Pre-Funded Warrants

These warrants

trade under the ticker symbol SBFMW

Apr 3, 2025 (“2025 Pre-Funded

These warrants trade on Nasdaq

under the symbol SBFMW.

Subject to adjustment.

On February 11, 2024, the Company redeemed all

of the April Warrants and all of the May Investor Warrants for an aggregate purchase price of $ 3,139,651 .

As of September 30, 2025, all of the 2022

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

total of 1,569 Tradeable Warrants, 1,401 Investor Warrants, all of the Series A Warrants, and 1,919,303 Series B Warrants (as

adjusted) were exercised resulting in aggregate net proceeds of $ 17,412,492 received by the Company.

The Company’s outstanding warrants as of

September 30, 2025 consisted of the following:

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 .

of March 31, 2026, 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.

Company’s outstanding warrants as of March 31, 2026 consisted of the following:

Schedule of warrants outstanding

Exercise Price

Tradeable Warrants

2 unchanged sentences

Series B Warrants

15,577,965 ***

February 2029

These warrants

trade under the ticker symbol SBFMW

Subject to adjustment of

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

As adjusted following the

financing event of April 3, 2025 and subject to further adjustment of the number of warrants and exercise price upon certain corporate

actions such that the aggregate value of the warrants remains unchanged

Note 14 – Earnings Per Share

The following table sets forth the computation

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

actions such that the aggregate exercise price of the warrants remains unchanged

13 – Earnings Per Share

following table sets forth the computation of basic* net income (loss) per share:

Schedule of computation of basic and diluted net income per share

Quarter Ended March 31,

Net gain (loss) attributable to common stock

1 unchanged sentence

$ ( 1,179,771 )

Weighted average common shares outstanding (basic & diluted)

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

15 – New Accounting Pronouncements

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,

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

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

to apply it retrospectively.

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

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

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

Disclosures (Subtopic 220-40):

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

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

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

option to apply it retrospectively.

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

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

Note 16 – Employee Termination

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

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

Nora Pharma, and appointed Ms.

Catherine Peloquin as the new president of Nora Pharma.

On April 17, 2025, the Company received a demand

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

Weighted average outstanding shares of common stock

Net gain (loss) per share attributable to common stock

Diluted net income (loss) per share is not included in this table as the Company incurred net losses for the years ended December

31, 2026 and 2025 and inclusion of dilutive instruments would have an anti-dilutive effect.

Note 14 – Segment Reporting

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 supplements.

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 in

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

Revenues are generated from customers located in Canada.

15 – Legal Matters

On 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 from the attorneys of Mr.

Chamoun requesting that the Company pay to Mr.

Chamoun $7,307,025

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

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

advising that the demands contained in the Demand Letter, including the sum of $7,307,025 CAD (approximately $5,300,000 USD), are completely

unfounded and that it intends to defend itself vigorously.

No provision or accrual was made in the financial statements for any litigation

liability or legal expense which the Company may incur in connection with this alleged claim.

Note 17 – Subsequent Events

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

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

Chamoun $7,307,025 CAD (approximately

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

In response to the demand letter, the Company sent a letter on May 1, 2025 stating 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.

Following a series of communications between the parties’ legal counsels, there has been

no response to the Company’s letter dated October 14, 2025, nor any action taken by Mr.

Chamoun’s attorneys since that date.

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.

16 – Subsequent Events

April 14, 2026, the Company issued 100,000 restricted shares of common stock under the Company’s 2023 Equity Incentive Plan to

one of its directors for services.

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

What changed 10-Q

Item 1. Financial Statements