Current Report Filing (8-k)
September 05 2017 - 04:21PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
August 29, 2017
SUNSHINE BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its
charter)
Colorado
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000-52898
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20-5566275
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer ID No.)
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6500 Trans-Canada Highway
4th Floor
Pointe-Claire, Quebec, Canada H9R 0A5
(Address of principal executive offices)
(514) 426-6161
(Issuer’s
Telephone Number)
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
[ ]
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Effective
August 29, 2017, we executed an Investment Banking Agreement (the
“Agreement”) with Jitney Trade Inc.
(“Jitney”), a Canadian licensed broker-dealer,
headquartered in Montreal with offices in Toronto and Vancouver
(Canada). Per the Agreement, Jitney has agreed to act as our
exclusive placement agent in a proposed financing of up to $10
million Canadian in equity on a “best efforts” basis.
In addition, Jitney will aid us and act as our sponsor in
connection with the listing of our Common Shares on the TSX Venture
Exchange (TSX-V) in Toronto, Canada.
The
proposed equity financing will be done through a private placement
of our Common Stock with qualified investors in Canada. We will
rely upon the exemption from registration provided by Regulation S,
promulgated under the Securities Act of 1933, as amended, to engage
in the proposed offering.
The
proceeds will be used for implementation of our business plan
including the Generic Pharmaceuticals operations and Clinical
Development of Adva-27a, our flagship anticancer
compound.
Item 7.01 Regulation FD Disclosure
Our
Press Release relating to the Agreement described above is attached
as Exhibit 99.7 and is hereby incorporated.
Item 9.01 Financial Statements and Exhibits
(b)
Exhibits. The following exhibits are included in this
report:
No.
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Description
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Press
Release Announcing Agreement with Jitney Trade Inc.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SUNSHINE
BIOPHARMA, INC.
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Dated:
September 5, 2017
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By:
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/s/
Dr. Steve N.
Slilaty
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Dr.
Steve N. Slilaty
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Chief Executive
Officer
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