Form 8-K - Current report

UNITED STATES

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): October 18, 2023

SUNSHINE BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Colorado

001-41282

20-5566275

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer ID No.)

6500 Trans-Canada Highway

4th Floor

Pointe-Claire, Quebec, Canada H9R0A5

(Address of principal executive offices) (zip code)

(514) 426-6161

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001	SBFM	The Nasdaq Stock Market LLC
Common Stock Purchase Warrants	SBFMW	The Nasdaq Stock Market LLC

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 ☐

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 October 18, 2023, Sunshine Biopharma, Inc. (the “Company”) entered into an amendment to the Warrant Agent Agreement, dated February 17, 2022 (the “Warrant Agent Agreement”), between the Company and Equiniti Trust Company to (i) reduce the exercise price of the outstanding warrants issued by the Company on February 17, 2022 to $0.11, subject to further adjustment as provided therein, and (ii) eliminate the provision under the Warrant Agent Agreement that prohibits the Company’s chief executive officer, Dr. Steve N. Slilaty, from exercising his voting rights under his Series B Preferred Stock of the Company.

Item 9.01

Financial Statements and Exhibits

(b) Exhibits. The following exhibits are included in this report:

No.	Description
10.1	Amendment to Warrant Agent Agreement
104	Cover Page Interactive Data File (formatted in iXBRL)

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.

Dated: October 20, 2023	SUNSHINE BIOPHARMA, INC.


	By: /s/ Dr. Steve N. Slilaty
	Dr. Steve N. Slilaty, Chief Executive Officer

Exhibit 10.1

AMENDMENT NO. 1 TO WARRANT AGENT AGREEMENT

This Amendment No. 1 to Warrant Agent Agreement (this “Amendment”) dated this 18th day of October, 2023, by and among Sunshine Biopharma, Inc., a Colorado corporation (the “Company”) and Equiniti Trust Company (the “Warrant Agent”).

WHEREAS, the Company and the Warrant Agent are parties to the warrant agent agreement, dated February 17, 2022 (the “Warrant Agent Agreement”);

WHEREAS, the Company and the Warrant Agent desire to amend the Warrant Agent Agreement as more particularly set forth below;

WHEREFORE, the parties do hereby agree as follows:

1.Section 3.1 of the Warrant Agent Agreement is hereby amended and restated to read as follows:

3.1. Exercise Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $0.001 per whole share, with respect to the Pre-Funded Warrants, or $0.11 with respect to the Tradeable Warrants, subject to the subsequent adjustments provided in the Global Warrant. The term “Exercise Price” as used in this Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised.

2.Section 6.2 of the Warrant Agent Agreement is hereby amended and restated to read as follows:

6.2 Reserved.

3.Except as modified herein, the terms of the Warrant Agent Agreement shall remain in full force and effect.

4.This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile or email shall constitute an original.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

SUNSHINE BIOPHARMA, INC.

By: /s/ Dr. Steve N. Slilaty

Name: Dr. Steve N. Slilaty

Title: CEO

EQUINITI TRUST COMPANY

By: /s/ Toula K. Akladios

Name: Toula K. Akladios

Title: Senior Vice President Relationship Director

Cover	Oct. 18, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 18, 2023
Entity File Number	001-41282
Entity Registrant Name	SUNSHINE BIOPHARMA, INC.
Entity Central Index Key	0001402328
Entity Tax Identification Number	20-5566275
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	6500 Trans-Canada Highway
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Pointe-Claire
Entity Address, State or Province	QC
Entity Address, Country	CA
Entity Address, Postal Zip Code	H9R0A5
City Area Code	(514)
Local Phone Number	426-6161
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	SBFM
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants [Member]
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	SBFMW
Security Exchange Name	NASDAQ