Item 1. Financial Statements
ITEM
1. FINANCIAL STATEMENTS
Sunshine
Biopharma Inc.
Consolidated
Balance Sheets
March 31,
December 31,
2026
2025
(Unaudited)
ASSETS
Current Assets:
Cash and cash
equivalents
$ 6,913,013
$ 9,123,308
Accounts receivable
4,011,632
3,459,864
Inventory
13,168,430
13,472,025
Deposits
71,740
–
Prepaid
expenses
618,361
798,384
Total Current Assets
24,783,176
26,853,581
Long-Term Assets:
Property & equipment
516,349
557,370
Intangible assets
1,917,812
1,889,370
Right-of-use-asset
713,038
778,846
Total Long-Term Assets
3,147,199
3,225,586
TOTAL
ASSETS
$ 27,930,375
$ 30,079,167
LIABILITIES
Current Liabilities:
Accounts payable & accrued
expenses
$ 5,104,868
$ 5,664,212
Earnout payable
295,797
295,797
Income tax payable
268,276
268,276
Right-of-use-liability
209,226
215,637
Total Current Liabilities
5,878,167
6,443,922
Long-Term Liabilities:
Right-of-use-liability
535,614
596,785
Total Long-Term Liabilities
535,614
596,785
TOTAL
LIABILITIES
6,413,781
7,040,707
SHAREHOLDERS' EQUITY
Preferred
Stock Series B $ 0.10 par value per share; 1,000,000 shares authorized 130,000 shares issued and outstanding
13,000
13,000
Common
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
31, 2025
4,905
4,905
Capital
paid in excess of par value
98,100,990
98,100,990
Accumulated
comprehensive income
( 343,306 )
( 65,309 )
Accumulated
(Deficit)
( 76,258,995 )
( 75,015,126 )
TOTAL
SHAREHOLDERS' EQUITY
21,516,594
23,038,460
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
$ 27,930,375
$ 30,079,167
See
Accompanying Notes To These Financial Statements.
3
Sunshine
Biopharma Inc.
Consolidated
Statements of Operations and Comprehensive Loss (Unaudited)
March 31,
March 31,
2026
2025
Sales
$ 8,088,765
$ 8,901,341
Cost of sales
5,907,775
6,170,915
Gross profit
2,180,990
2,730,426
General & Administrative Expenses:
Accounting
175,809
293,759
Consulting
143,148
365,287
Director fees
100,000
100,000
Legal
89,076
27,199
Marketing
250,223
398,361
Office
871,608
925,878
R&D
31,724
215,277
Salaries
1,708,484
1,525,446
Taxes
129,656
110,176
Depreciation
& amortization
76,859
64,793
Total General & Administrative
Expenses
3,576,587
4,026,176
(Loss) From Operations
( 1,395,597 )
( 1,295,750 )
Foreign exchange
( 18 )
451
Interest income
48,426
75,367
Other
income
103,320
–
Total Other Income
151,728
75,818
Net (loss) before income taxes
( 1,243,869 )
( 1,219,932 )
Provision
for income taxes
–
( 40,161 )
Net (Loss)
$ ( 1,243,869 )
$ ( 1,179,771 )
Foreign exchange translation
( 277,997 )
26,189
Comprehensive (Loss)
( 1,521,866 )
( 1,153,582 )
(Loss) per common share (Basic)
$ ( 0.25 )
$ ( 0.44 )
Weighted average common shares outstanding
(Basic)
4,905,945
2,703,293
See
Accompanying Notes To These Financial Statements.
4
Sunshine
Biopharma Inc.
Consolidated
Statements of Cash Flows (Unaudited)
March
31,
March
31,
2026
2025
Cash Flows
From Operating Activities:
Net (Loss)
$ ( 1,243,869 )
$ ( 1,179,771 )
Adjustments to reconcile net
loss to net cash used in operating activities:
Depreciation
and amortization
76,859
64,793
Accounts
receivable
( 609,601 )
426,673
Inventory
78,399
( 568,834 )
Deposits
( 71,740 )
( 70,457 )
Prepaid
expenses
154,726
139,931
Reduction
in right-of-use asset
52,788
35,993
Accounts
Payable & accrued expenses
( 455,836 )
( 486,009 )
Lease liability
( 54,001 )
( 17,160 )
Income
tax payable
175
( 40,161 )
Net
Cash Flows (Used In) Operating Activities
( 2,072,100 )
( 1,695,002 )
Cash Flows
From Investing Activities:
Purchase
of intangible assets
( 99,389 )
( 204,527 )
Purchase
of equipment
( 5,129 )
( 7,490 )
Net
Cash Flows (Used In) Investing Activities
( 104,518 )
( 212,017 )
Cash Flows
From Financing Activities:
Exercise
of warrants
–
355,297
Net Cash Flows Provided by Financing Activities
–
355,297
Cash and
Cash Equivalents at Beginning of Period
9,123,308
9,686,529
Net increase
(decrease) in cash and cash equivalents
( 2,176,618 )
( 1,551,722 )
Effect
of exchange rate changes on cash
( 33,677 )
( 10,197 )
Cash
and Cash Equivalents at End of Period
$ 6,913,013
$ 8,124,610
Supplementary
Disclosure of Cash Flow Information:
Cash
paid for interest
$ –
$ –
Cash
paid for income taxes
$ –
$ –
See
Accompanying Notes To These Financial Statements.
5
Sunshine
Biopharma Inc.
Consolidated
Statements of Shareholders' Equity (Unaudited)
Number Of
Capital Paid
Number Of
Common Shares
Common
in Excess of
Par
Preferred Shares
Preferred
Comprehensive
Accumulated
Three
Months Period
Issued
Stock
Value
Issued
Stock
Income
Deficit
Total
Balance December 31, 2025
4,905,945
$ 4,905
$ 98,100,990
130,000
$ 13,000
$ ( 65,309 )
$ ( 75,015,126 )
$ 23,038,460
Net (loss)
–
–
–
–
–
( 277,997 )
( 1,243,869 )
( 1,521,866 )
Balance at March 31,
2026
4,905,945
$ 4,905
$ 98,100,990
130,000
$ 13,000
$ ( 343,306 )
$ ( 76,258,995 )
$ 21,516,594
Balance December 31, 2024
2,580,098
$ 2,580
$ 93,354,907
130,000
$ 13,000
$ ( 829,959 )
$ ( 69,039,774 )
$ 23,500,754
Exercise of warrants
127,443
127
355,171
–
–
–
–
355,298
Net (loss)
–
–
–
–
–
26,189
( 1,179,771 )
( 1,153,582 )
Balance at March 31,
2025
2,707,541
$ 2,707
$ 93,710,078
130,000
$ 13,000
$ ( 803,770 )
$ ( 70,219,545 )
$ 22,702,470
See
Accompanying Notes To These Financial Statements.
6
Sunshine Biopharma
Inc.
Notes to Unaudited
Consolidated Financial Statements
For the Three
Months Ended March 31, 2026 and 2025
Note
1 – Description of Business
The
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. 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: (i) Nora Pharma Inc. (“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”)
supplements. The Company operates the two subsidiaries as a single business segment. Sales of the OTC supplements represent less than
3% of the Company’s total annual sales.
The
Company is not subject to material customer 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
two years. On February 10, 2024, the Canadian federal government joined the generic drug reimbursement program as a payor under the Pharmacare
Act. This development further strengthened the Canadian generic drug market, which is the Company’s current focus.
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 protease inhibitor
for treatment of SARS Coronavirus infections
Note
2 – Basis of Presentation
The
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.
7
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.
On
February 18, 2026, Dr. Steve N. 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).
Note
4 – 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.
As
part of the consideration for Nora Pharma, the Company agreed to a $ 5,000,000 CAD ($ 3,632,000 USD) earnout amount payable to Mr. Malek
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. 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
of Mr. Chamoun by the Company on April 14, 2025 (See Note 15).
Note
5 – Intangible Assets
Intangible assets
consisted of the following:
Schedule of intangible assets
Period Ended
March 31, 2026
December 31, 2025
Intangible assets at beginning of period, net
$ 1,889,370
$ 3,019,717
Purchase of additional intangible assets (drug licenses & dossiers)
68,147
774,355
Total
1,957,517
3,794,072
Less impairment*
–
( 1,748,247 )
Less accumulated amortization
( 39,705 )
( 156,455 )
Intangible assets, net
$ 1,917,812
$ 1,889,370
*
The impairment was a result of the determination by the Company that certain product licenses could not be commercialized
8
Note
6 – Plant, Property and Equipment
Property,
plant and equipment are stated at cost. Depreciation of property, plant and equipment begins in the month when the asset is placed into
service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives
of the assets. Estimated useful lives range from three to twenty years. Property, plant and equipment consist of the following:
Schedule
of plant property and equipment
Period Ended
March 31, 2026
December 31, 2025
Equipment
$ 352,278
$ 335,464
Computer equipment
79,029
69,139
Furniture and fixtures
44,702
45,462
Leasehold improvements
91,157
92,706
Vehicles
498,995
507,478
Total
1,066,161
1,070,249
Less accumulated depreciation
( 549,812 )
( 512,879 )
Plant, property and equipment, net
$ 516,349
$ 557,370
Note
7 – Inventory
Inventory
consists solely of finished goods purchased for resale. Inventory is stated at cost which represents the amount paid to acquire the finished
goods. 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
reversed.
Inventory is comprised
of the following:
Schedule of inventory
Period Ended
March 31, 2026
December 31, 2025
Finished goods
$ 14,035,748
$ 13,947,178
Allowance for obsolete inventory
( 867,318 )
( 475,797 )
Total Inventory, net of allowance
$ 13,168,430
$ 13,472,025
9
Note
8 – Leases
The
Company has obligations as a lessee for warehouse and office space with initial non-cancellable terms in excess of one year. The Company
classified the lease as an operating lease. The lease contains a renewal option for a period of five years. Because the Company is certain
to exercise the renewal option, the optional period is included in determining the lease term, and associated payments under the renewal
option are included in the lease payments. The Company’s lease does not include termination options for either party to the lease
or restrictive financial or other covenants. Payments due under the lease contract include fixed payments plus a variable payment. The
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.
Amounts
reported on the balance sheet as of March 31, 2026 were as follows:
Schedule of lease information
Operating lease ROU asset
$ 713,038
Operating Lease liability - Short-term
209,226
Operating lease liability - Long-term
535,614
Remaining lease term
4
Years 6 Months
Discount rate
6 %
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.
Maturities
of lease liabilities under non-cancellable operating leases at March 31, 2026 are as follows:
Schedule of maturities of lease liabilities
2026
$
158,031
2027
201,011
2028
190,554
2029
180,634
Thereafter
14,610
10
Note
9 – Income Taxes
The
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.
Deferred
tax assets are regularly reviewed for recoverability by jurisdiction and valuation allowances are established based on historical and
projected future taxable losses and the expected timing of the reversal of existing temporary differences. The Company has recorded valuation
allowances against the majority of its deferred tax assets of 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.
The
Company's consolidated financial statements contain various tax related entries as a result of operations of the two Canadian subsidiaries
and are in compliance with Canadian tax laws.
The
Company only recognizes tax benefits from an uncertain tax position if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial
statement from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized
upon ultimate resolution. To date, the Company has not recognized such tax benefits in its financial statements.
On
July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA makes permanent key elements of the
Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.
ASC Topic 740, Income Taxes , requires the tax effects of changes in tax rates and laws to be recognized in the period in which
the legislation is enacted. Those effects, both current tax and deferred tax, are reported as part of continuing operations. The Company
is 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
statements.
11
Note
10 – Management and Director Compensation
The
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.
The
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).
Note
11 – 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 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.
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.
On
October 16, 2025, the Company issued 350,000 shares of common stock upon the exercise of 350,000 Series B Warrants and received net proceeds
of $ 724,500 .
As
of March 31, 2026 and December 31, 2025, the Company had 4,905,945 shares of common stock issued and outstanding.
The
Company has declared no dividends since inception.
Note
12 – 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.
12
In
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
Issuance Date/Type
Number
Exercise
Price
Expiry Date
Feb 17, 2022 (“Tradeable Warrants”)*
2,051
$ 4,440.00
February 2027
Mar 14, 2022 (“2022 Pre-Funded Warrants”)
1,846
$ 2.00
Unlimited
Mar 14, 2022 (“Investor Warrants”)
1,801
$ 4,440.00
March 2027
Apr 28, 2022 (“April Warrants”)
4,862
$ 7,520.00
April 2027
May 16, 2023 (“May Pre-Funded Warrants”)
1,751
$ 2.00
Unlimited
May 16, 2023 (“May Investor Warrants”)
5,952
$ 1,180.00
November 2028
Feb 15, 2024 (“2024 Pre-Funded Warrants”)
22,500
$ 2.00
Unlimited
Feb 15, 2024 (“Series A Warrants”)
3,986 **
$ 4,200.00 **
August 2026
Feb 15, 2024 (“Series B Warrants”)
7,973 **
$ 4,760.00 **
February 2029
Apr 3, 2025 (“2025 Pre-Funded
Warrants”)
260,000
$ 0.001
Unlimited
*
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 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.
The
Company’s outstanding warrants as of March 31, 2026 consisted of the following:
Schedule of warrants outstanding
Type
Number
Exercise
Price
Expiry Date
Tradeable Warrants
482
$ 220.00
February 2027
Investor Warrants
400
$ 4,000.00
March 2027
Series B Warrants
15,227,962 *
$ 2.07 *
February 2029
*
As adjusted following the
financing event of April 3, 2025 and subject to further adjustment of the number of warrants and exercise price upon certain corporate
actions such that the aggregate exercise price of the warrants remains unchanged
13
Note
13 – Earnings Per Share
The
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,
2026
2025
Net gain (loss) attributable to common stock
$ ( 1,243,869 )
$ ( 1,179,771 )
Weighted average outstanding shares of common stock
4,905,945
2,703,293
Net gain (loss) per share attributable to common stock
$ ( 0.25 )
$ ( 0.44 )
*
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.
Note
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 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.
Note
16 – Subsequent Events
On
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.
14
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.