Current Report Filing (8-k)
January 04 2018 - 12:45PM
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):
January 1, 2018
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)
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))
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.
[ ]
Item 1.01 Entry into a Material Definitive Agreement
On
January 1, 2018, we entered into a Share Purchase Agreement with
Mohamed Belhaj and Atlas Pharma Inc. (the “Atlas
Agreement”), wherein we acquired all of the issued and
outstanding shares (the “Shares”) of Atlas Pharma Inc.,
(“Atlas”) from Mr. Belhaj. The purchase price for the
Shares was Eight Hundred Forty Eight Thousand Dollars ($848,000).
All references to dollar amounts in this report refer to Canadian
dollars, unless otherwise indicated. The purchase price included a
cash payment of $100,500, plus issuance of 20,000,000 shares of our
Common Stock, plus a promissory note in the principal amount of
$450,000, with interest payable at the rate of 3% per annum. We are
required to make payments of $10,000 per calendar quarter, due and
payable on or before the end of each such calendar quarter through
December 31, 2023.
Atlas
is a certified company dedicated to chemical analysis of
pharmaceutical and other industrial samples. Atlas Pharma has 9
full-time employees and generated revenues of approximately
$500,000 in 2017. Housed in a 5,250 square foot facility,
Atlas’s operations are authorized by a Drug Establishment
License (DEL) issued by Health Canada and are fully compliant with
the requirements of Good Manufacturing Practices
(GMP).
We
intend to expand Atlas’ business operations by purchasing
additional equipment and hiring more technical and sales personnel.
There are no assurances that this will occur.
Audited
financial statements of Atlas will be filed as part of an Amendment
to this report within the time parameters established by the
applicable rule.
A copy
of the Atlas Agreement is attached hereto as Exhibit 10.13, and
incorporated herein by reference as if set forth.
Item 7.01 Regulation FD Disclosure
Our
Press Release relating to the Atlas 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:
Share Purchase
Agreement with Mohamed Belhaj and Atlas Pharma, Inc.
Press Release
Announcing Agreement to Acquire Atlas Phrma
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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(Registrant)
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Dated: January 4,
2018
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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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