Table of Contents
Filed pursuant to Rule 424(b)(3)
Under the Securities Act of 1933, as amended
Registration No. 333-264830
PROSPECTUS

14,588,535 Shares of Common Stock
Pursuant to this prospectus, the selling stockholders identified
herein are offering on a resale basis an aggregate of 14,588,535
shares of common stock, par value $0.001 per share, of Sunshine
Biopharma, Inc., of which (i) 2,472,820 shares are issued and
outstanding, (ii) 2,390,025 shares are issuable upon exercise of
pre-funded warrants, or the Pre-Funded Warrants, each exercisable
into one share of common stock at an exercise price per share of
$0.001, without expiration, and (iii) 9,725,690 shares are issuable
upon exercise of common warrants, or the Common Warrants, each
exercisable into one share of common stock at an exercise price per
share of $3.76, expiring on April 28, 2027. We refer to the
Pre-Funded Warrants and the Common Warrants, collectively, as the
Private Placement Warrants. The outstanding shares of common stock
and the Private Placement Warrants were issued to the selling
stockholders in connection with a private placement we completed on
April 28, 2022, or the Private Placement. We will not receive any
of the proceeds from the sale by the selling stockholders of the
common stock. Upon any exercise of the Private Placement Warrants
by payment of cash, however, we will receive the exercise price of
the Private Placement Warrants (less a 5% fee to be paid to the
placement agent for the Private Placement).
The selling stockholders may sell or otherwise dispose of the
common stock covered by this prospectus in a number of different
ways and at varying prices. We provide more information about how
the selling stockholders may sell or otherwise dispose of the
common stock covered by this prospectus in the section entitled
“Plan of Distribution” on
page 9. Discounts, concessions, commissions and similar selling
expenses attributable to the sale of common stock covered by this
prospectus will be borne by the selling stockholders. We will pay
all expenses (other than discounts, concessions, commissions and
similar selling expenses) relating to the registration of the
common stock with the Securities and Exchange Commission, or the
SEC.
You should carefully read this prospectus and any accompanying
prospectus supplement, together with the documents we incorporate
by reference, before you invest in our common stock.
Our common stock is listed on The Nasdaq Capital Market under the
symbol “SBFM.” On May 9, 2022, the last reported sale price for our
common stock was $1.93 per share.
Investing in our common stock involves substantial risk. Please
read “Risk Factors”
beginning on page 4 of this prospectus and in the documents we
incorporate by reference.
Neither the SEC nor any state securities commission has approved
or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is May 20, 2022.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed
with the SEC utilizing a “shelf” registration process. Under this
shelf registration process, the selling stockholders may sell the
securities described in this prospectus in one or more offerings. A
prospectus supplement may add to, update or change the information
contained in this prospectus. You should read this prospectus and
any applicable prospectus supplement, together with the information
incorporated herein by reference as described under the heading
“Information Incorporated by
Reference.”
You should rely only on the information that we have provided or
incorporated by reference in this prospectus and any applicable
prospectus supplement. We have not authorized, nor has any selling
stockholder authorized, any dealer, salesman or other person to
give any information or to make any representation other than those
contained or incorporated by reference in this prospectus or any
applicable prospectus supplement. You should not rely upon any
information or representation not contained or incorporated by
reference in this prospectus or any applicable prospectus
supplement. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that
others may give you.
This prospectus and any accompanying prospectus supplement do not
constitute an offer to sell or the solicitation of an offer to buy
any securities other than the registered securities to which they
relate, nor do this prospectus and any accompanying prospectus
supplement constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such
jurisdiction. You should not assume that the information contained
in this prospectus or any applicable prospectus supplement is
accurate on any date subsequent to the date set forth on the front
of the document or that any information we have incorporated by
reference is correct on any date subsequent to the date of the
document incorporated by reference, even though this prospectus or
any applicable prospectus supplement is delivered or securities are
sold on a later date.
As used in this prospectus and unless otherwise indicated, the
terms “we,” “us,” “our,” “Sunshine Biopharma,” or the “Company”
refer to Sunshine Biopharma, Inc. and its wholly owned
subsidiaries.
SUMMARY
This summary highlights certain information appearing elsewhere
in this prospectus and in the documents we incorporate by reference
into this prospectus. The summary is not complete and does not
contain all of the information that you should consider before
investing in our common stock. After you read this summary, you
should read and consider carefully the entire prospectus and any
prospectus supplement and the more detailed information and
financial statements and related notes that are incorporated by
reference into this prospectus and any prospectus supplement. If
you invest in our shares, you are assuming a high degree of
risk.
About Us—Business Overview
We are a pharmaceutical and nutritional supplement company focusing
on the research and development of proprietary drugs including our
anti-cancer compound Adva-27a, and anti-coronavirus lead compound,
SBFM-PL4. In addition, we are engaged in the development of
specific mRNA molecules for cancer therapy.
We also, through our wholly owned Canadian subsidiary, Sunshine
Biopharma Canada Inc., develop science-based nutritional
supplements, and currently sell one nutritional supplement product,
Essential 9™.
Corporate Information
Our principal executive offices are located at 6500 Trans-Canada
Highway, 4th Floor, Pointe-Claire, Quebec, Canada H9R 0A5, and our
telephone number is (514) 426-6161. Our website address is
www.sunshinebiopharma.com. Information on our website is not part
of this prospectus.
Private Placement
On April 25, 2022, the Company entered into a securities purchase
agreement, or the Purchase Agreement, with the selling
stockholders, pursuant to which the Company issued and sold, (i) an
aggregate of 2,472,820 shares of common stock, (ii) Pre-Funded
Warrants to purchase up to an aggregate of 2,390,025 shares of
common stock and (iii) Common Warrants to purchase up to an
aggregate of 9,725,690 shares of common stock. Each share of common
stock and accompanying two Common Warrants were sold together at a
combined offering price of $4.01, and each Pre-Funded Warrant and
accompanying two Common Warrants were sold together at a combined
offering price of $4.009. Subject to certain ownership limitations,
the Private Placement Warrants are exercisable upon issuance. Each
Pre-Funded Warrant is exercisable into one share of common stock at
an exercise price per share of $0.001 (as adjusted from time to
time in accordance with the terms thereof) and does not expire.
Each Common Warrant is exercisable into one share of common stock
at an exercise price per share of $3.76 (as adjusted from time to
time in accordance with the terms thereof) and will expire on the
fifth anniversary of the date of issuance. In connection with the
Private Placement, the Company engaged Aegis Capital Corp. to serve
as exclusive placement agent. The Private Placement closed on April
28, 2022.
The issuance and sale of the shares of common stock and the Private
Placement Warrants pursuant to the Purchase Agreement and the
issuance and sale of the shares of common stock issuable upon
exercise of the Private Placement Warrants were not registered
under the Securities Act of 1933, as amended, or the Securities
Act, and were offered pursuant to the exemption provided in Section
4(a)(2) under the Securities Act and Regulation D promulgated
thereunder.
In connection with the Purchase Agreement, on April 25, 2022, the
Company entered into a registration rights agreement with the
selling stockholders. Pursuant to the registration rights
agreement, the Company agreed to file a registration statement on
Form S-3 for the resale by the selling stockholders of the
outstanding shares of common stock that were issued pursuant to the
Private Placement, and the shares of common stock issuable upon
exercise of the Private Placement Warrants, within 15 days from the
closing of the Private Placement.
We are filing the registration statement of which this prospectus
forms a part to satisfy our obligations under the registration
rights agreement.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements within the
meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, or the
Exchange Act. Forward-looking statements give current expectations
or forecasts of future events or our future financial or operating
performance. We may, in some cases, use words such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “will,” “would” or the
negative of those terms, and similar expressions that convey
uncertainty of future events or outcomes to identify these
forward-looking statements.
These forward-looking statements reflect our management’s beliefs
and views with respect to future events, are based on estimates and
assumptions as of the date of this prospectus and are subject to
risks and uncertainties, many of which are beyond our control, that
could cause our actual results to differ materially from those in
these forward-looking statements. We discuss many of these risks in
greater detail in this prospectus under “Risk Factors” and in our Annual
Report on Form 10-K filed with the SEC on March 21, 2022, as well
as those described in the other documents we file with the SEC.
Moreover, new risks emerge from time to time. It is not possible
for our management to predict all risks, nor can we assess the
impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements we may make. Given these uncertainties, you should not
place undue reliance on these forward-looking statements.
We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as may be required by applicable
laws or regulations.
RISK FACTORS
An investment in our securities involves a high degree of risk.
Before deciding whether to invest in our securities, you should
consider carefully the risks and uncertainties discussed below, as
well as those under the heading “Risk Factors” contained in our
Annual Report on Form 10-K for the year ended December 31, 2021 as
filed with the SEC, and as incorporated by reference in this
prospectus, as the same may be amended, supplemented or superseded
by the risks and uncertainties described under similar headings in
the other documents that are filed by us after the date hereof and
incorporated by reference into this prospectus. Please also read
carefully the section above titled “Special Note Regarding Forward-Looking
Statements.”
The sale of a substantial amount of our common stock,
including resale of the shares of common stock held by the selling
stockholders in the public market, could adversely affect the
prevailing market price of our common stock.
We are registering for resale 14,588,535 shares of common stock,
including 12,115,715 shares of common stock issuable upon the
exercise of Private Placement Warrants held by the selling
stockholders. Sales of substantial amounts of our common stock in
the public market, or the perception that such sales might occur,
could adversely affect the market price of our common stock. We
cannot predict if and when selling stockholders may sell such
shares in the public market.
USE OF PROCEEDS
We will not receive any of the proceeds from any sale or other
disposition of the shares of common stock covered by this
prospectus. All proceeds from the sale of the shares will be paid
directly to the selling stockholders. We will receive proceeds upon
the cash exercise of the Private Placement Warrants, however.
Assuming full cash exercise of the Private Placement Warrants, we
would receive gross proceeds of approximately $36.6 million (prior
to deducting a 5% fee payable to the placement agent). We currently
intend to use any net proceeds from Private Placement Warrant
exercises for our drug development activities and general corporate
purposes, including working capital.
To the extent the resale of the shares of common stock underlying
the Common Warrants is registered under the Securities Act and
there is a prospectus available for such registered resale, holders
of Common Warrants are required to pay the exercise price for the
Common Warrants in cash. If no such registration statement and
prospectus are available following October 28, 2022, the Common
Warrants may be exercised through cashless exercise, where the
holder of the Common Warrant receives fewer shares upon exercise of
its Common Warrant but does not pay the Company any cash to
exercise the Common Warrant.
SELLING STOCKHOLDERS
The shares of common stock being offered by the selling
stockholders are those previously issued to the selling
stockholders, and those issuable to the selling stockholders, upon
exercise of the Private Placement Warrants. For additional
information regarding the issuances of those shares of common stock
and Private Placement Warrants, see the description of the Private
Placement in “Summary -
Private Placement” above. We are registering the shares of
common stock in order to permit the selling stockholders to offer
the shares for resale from time to time. None of the selling
stockholders have had any material relationship with us within the
past three years. None of the selling stockholders is a
broker-dealer or an affiliate of a broker-dealer.
The table below lists the selling stockholders and other
information regarding the beneficial ownership of the shares of
common stock by each of the selling stockholders. The second column
lists the number of shares of common stock beneficially owned by
each selling stockholder, based on its ownership of the shares of
common stock and warrants, as of April 29, 2022, assuming exercise
of the warrants (including the Private Placement Warrants) held by
the selling stockholders on that date, without regard to any
limitations on exercises.
The third column lists the shares of common stock being offered by
this prospectus by the selling stockholders.
In accordance with the terms of a registration rights agreement
with the selling stockholders, this prospectus generally covers the
resale of the sum of (i) the number of shares of common stock
issued to the selling stockholders in the description of the
Private Placement referenced above and (ii) the maximum number of
shares of common stock issuable upon exercise of the related
Private Placement Warrants, determined as if the outstanding
Private Placement Warrants were exercised in full as of the trading
day immediately preceding the date this registration statement was
initially filed with the SEC, each as of the trading day
immediately preceding the applicable date of determination and all
subject to adjustment as provided in the registration rights
agreement, without regard to any limitations on the exercise of the
Private Placement Warrants. The fourth column assumes the sale of
all of the shares offered by the selling stockholders pursuant to
this prospectus.
Under the terms of the Private Placement Warrants, a selling
stockholder may not exercise the Private Placement Warrants to the
extent such exercise would cause such selling stockholder, together
with its affiliates and attribution parties, to beneficially own a
number of shares of common stock which would exceed 4.99% or 9.99%
of our then outstanding common stock following such exercise,
excluding for purposes of such determination shares of common stock
issuable upon exercise of the Private Placement Warrants which have
not been exercised. The number of shares in the second column does
not reflect this limitation. The selling stockholders may sell all,
some or none of their shares in this offering. See “Plan of Distribution.”
Name of Selling stockholder |
Number of Shares of Common Stock Owned Prior to Offering
(1)
|
|
Maximum Number of Shares of Common Stock to be
Sold Pursuant to this Prospectus |
|
Number of Shares of
Common Stock Owned
After Offering
(2)
|
|
Percentage of Outstanding Common Stock Owned
After the Offering (30) |
Armistice Capital Master Fund Ltd.
(3) |
11,970,075 |
(4) |
11,970,075 |
(5) |
0 |
|
- |
Iroquois Capital Investment Group
LLC (6) |
657,509 |
(7) |
364,716 |
(8) |
292,793 |
|
1.0% |
Iroquois Master Fund Ltd.
(9) |
354,041 |
(10) |
196,383 |
(11) |
157,658 |
|
* |
Bigger Capital Fund LP
(12) |
280,548 |
(13) |
280,548 |
(14) |
0 |
|
_ |
District 2 Capital Fund LP
(15) |
280,551 |
(16) |
280,551 |
(17) |
0 |
|
- |
Empery Asset Master, LTD
(18) |
440,800 |
(19) |
431,748 |
(20) |
9,052 |
|
* |
Empery Tax Efficient, LP
(21) |
106,722 |
(22) |
104,601 |
(23) |
2,121 |
|
* |
Empery Tax Efficient III, LP
(24) |
215,595 |
(25) |
211,782 |
(26) |
3,813 |
|
* |
Hudson Bay Master Fund Ltd.
(27) |
1,098,581 |
(28) |
748,131 |
(29) |
350,450 |
|
1.2% |
___________________
* |
Denotes less than 1%. |
|
|
(1) |
Under
applicable SEC rules, a person is deemed to beneficially own
securities which the person has the right to acquire within 60 days
through the exercise of any option or warrant or through the
conversion of a convertible security. Also under applicable SEC
rules, a person is deemed to be the “beneficial owner” of a
security with regard to which the person directly or indirectly,
has or shares (a) voting power, which includes the power to vote or
direct the voting of the security, or (b) investment power, which
includes the power to dispose, or direct the disposition, of the
security, in each case, irrespective of the person’s economic
interest in the security. To our knowledge, subject to community
property laws where applicable, each person named in the table has
sole voting and investment power with respect to the common stock
shown as beneficially owned by such selling stockholder, except as
otherwise indicated in the footnotes to the table. |
(2) |
Represents the amount of shares that will be held
by the selling stockholder after completion of this offering based
on the assumptions that (a) all common stock underlying Private
Placement Warrants registered for sale by the registration
statement of which this prospectus is part will be sold and (b) no
other shares of common stock are acquired or sold by the selling
stockholder prior to completion of this offering. However, each
selling stockholder may sell all, some or none of such shares
offered pursuant to this prospectus and may sell other shares of
common stock that they may own pursuant to another registration
statement under the Securities Act or sell some or all of their
shares pursuant to an exemption from the registration provisions of
the Securities Act, including under Rule 144. |
(3) |
The
shares are directly held by Armistice Capital Master Fund Ltd. (the
“Master Fund”), a Cayman Islands exempted company, and may be
deemed to be indirectly beneficially owned by Armistice Capital,
LLC (“Armistice”), as the investment manager of the Master Fund;
and (ii) Steven Boyd, as the Managing Member of Armistice Capital.
Armistice and Steven Boyd disclaim beneficial ownership of the
reported securities except to the extent of their respective
pecuniary interest therein. The address of the Master Fund is c/o
Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY
10022. |
(4) |
Ownership prior to the offering represents (i)
1,600,000 shares of common stock, (ii) 2,390,025 shares of common
stock issuable upon exercise of Pre-Funded Warrants, and (iii)
7,980,050 shares of common stock issuable upon exercise of Common
Warrants. The Pre-Funded Warrants and Common Warrants are each
subject to certain beneficial ownership limitations that prohibit
the Master Fund from exercising any portion of them if, following
such exercise, the Master Fund’s ownership of our common stock
would exceed the relevant warrant’s ownership
limitation. |
(5) |
Represents (i) 1,600,000 shares of common stock,
(ii) 2,390,025 shares of common stock issuable upon exercise of
Pre-Funded Warrants, and (iii) 7,980,050 shares of common stock
issuable upon exercise of Common Warrants. The Pre-Funded Warrants
and Common Warrants are each subject to certain beneficial
ownership limitations that prohibit the Master Fund from exercising
any portion of them if, following such exercise, the Master Fund’s
ownership of our common stock would exceed the relevant warrant’s
ownership limitation. |
(6) |
Richard Abbe is the managing member of Iroquois
Capital Investment Group LLC. Mr. Abbe has voting control and
investment discretion over securities held by Iroquois Capital
Investment Group LLC. As such, Mr. Abbe may be deemed to be the
beneficial owner (as determined under Section 13(d) of the
Securities Exchange Act of 1934, as amended) of the securities held
by Iroquois Capital Investment Group LLC. The business address of
the selling stockholder is 2 Overhill Road, Scarsdale, NY
10583. |
(7) |
Ownership prior to the offering represents (i)
121,572 shares of common stock, (ii) 243,144 shares of common stock
issuable upon exercise of Common Warrants (subject to a 4.99%
beneficial ownership limitation), and (iii) 292,793 shares of
common stock issuable upon exercise of other warrants. |
(8) |
Represents (i) 121,572 shares of common stock and
(ii) 243,144 shares of common stock issuable upon exercise of
Common Warrants (subject to a 4.99% beneficial ownership
limitation). |
(9) |
Iroquois Capital Management L.L.C. is the
investment manager of Iroquois Master Fund, Ltd. Iroquois Capital
Management, LLC has voting control and investment discretion over
securities held by Iroquois Master Fund. As Managing Members of
Iroquois Capital Management, LLC, Richard Abbe and Kimberly Page
make voting and investment decisions on behalf of Iroquois Capital
Management, LLC in its capacity as investment manager to Iroquois
Master Fund Ltd. As a result of the foregoing, Mr. Abbe and Mrs.
Page may be deemed to have beneficial ownership (as determined
under Section 13(d) of the Securities Exchange Act of 1934, as
amended) of the securities held by Iroquois Capital Management and
Iroquois Master Fund. The business address of the selling
stockholder is 2 Overhill Road, Scarsdale, NY 10583. |
(10) |
Ownership prior to the offering represents (i)
65,461 shares of common stock, (ii) 130,922 shares of common stock
issuable upon exercise of Common Warrants (subject to a 4.99%
beneficial ownership limitation), and (iii) 157,658 shares of
common stock issuable upon exercise of other warrants (subject to a
4.99% beneficial ownership limitation). |
(11) |
Represents (i) 65,461 shares of common stock and
(ii) 130,922 shares of common stock issuable upon exercise of
Common Warrants (subject to a 4.99% beneficial ownership
limitation). |
(12) |
The
control person of the selling stockholder is Michael Bigger. The
business address of the selling stockholder is 11700 West
Charleston Blvd., #170-659, Las Vegas, NV 89135. |
(13) |
Ownership prior to the offering represents (i)
93,516 shares of common stock and (ii) 187,032 shares of common
stock issuable upon exercise of Common Warrants (subject to a 4.99%
beneficial ownership limitation). |
(14) |
Represents (i) 93,516 shares of common stock and
(ii) 187,032 shares of common stock issuable upon exercise of
Common Warrants (subject to a 4.99% beneficial ownership
limitation). |
(15) |
The
control person of the selling stockholder is Michael Bigger. The
business address of the selling stockholder is 14 Wall Street,
2nd Floor, Huntington, NY 11743. |
(16) |
Ownership prior to the offering represents (i)
93,517 shares of common stock and (ii) 187,034 shares of common
stock issuable upon exercise of Common Warrants (subject to a 4.99%
beneficial ownership limitation). |
(17) |
Represents (i) 93,517 shares of common stock and
(ii) 187,034 shares of common stock issuable upon exercise of
Common Warrants (subject to a 4.99% beneficial ownership
limitation). |
(18) |
Empery Asset Management LP, the authorized agent
of Empery Asset Master Ltd (“EAM”), has discretionary authority to
vote and dispose of the shares held by EAM and may be deemed to be
the beneficial owner of these shares. Martin Hoe and Ryan Lane, in
their capacity as investment managers of Empery Asset Management
LP, may also be deemed to have investment discretion and voting
power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each
disclaim any beneficial ownership of these shares. The business
address of the selling stockholder is c/o Empery Asset Management,
LP, One Rockefeller Plaza, Suite 1205, New York, NY
10020. |
(19) |
Ownership prior to the offering represents (i)
143,916 shares of common stock, (ii) 287,832 shares of common stock
issuable upon exercise of Common Warrants (subject to a 4.99%
beneficial ownership limitation), and (iii) 9,052 shares of common
stock issuable upon exercise of other warrants (subject to a 4.99%
beneficial ownership limitation). |
(20) |
Represents (i) 143,916 shares of common stock and
(ii) 287,832 shares of common stock issuable upon exercise of
Common Warrants (subject to a 4.99% beneficial ownership
limitation). |
(21) |
Empery Asset Management LP, the authorized agent
of Empery Tax Efficient, LP (“ETE”), has discretionary authority to
vote and dispose of the shares held by ETE and may be deemed to be
the beneficial owner of these shares. Martin Hoe and Ryan Lane, in
their capacity as investment managers of Empery Asset Management
LP, may also be deemed to have investment discretion and voting
power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each
disclaim any beneficial ownership of these shares. The business
address of the selling stockholder is c/o Empery Asset Management,
LP, One Rockefeller Plaza, Suite 1205, New York, NY
10020. |
(22) |
Ownership prior to the offering represents (i)
34,867 shares of common stock, (ii) 69,734 shares of common stock
issuable upon exercise of Common Warrants (subject to a 4.99%
beneficial ownership limitation), and (iii) 2,121 shares of common
stock issuable upon exercise of other warrants (subject to a 4.99%
beneficial ownership limitation). |
(23) |
Represents (i) 34,867 shares of common stock and
(ii) 69,734 shares of common stock issuable upon exercise of Common
Warrants (subject to a 4.99% beneficial ownership
limitation). |
(24) |
Empery Asset Management LP, the authorized agent
of Empery Tax Efficient III, LP (“ETE III”), has discretionary
authority to vote and dispose of the shares held by ETE III and may
be deemed to be the beneficial owner of these shares. Martin Hoe
and Ryan Lane, in their capacity as investment managers of Empery
Asset Management LP, may also be deemed to have investment
discretion and voting power over the shares held by ETE III. ETE
III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of
these shares. The business address of the selling stockholder is
c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205,
New York, NY 10020. |
(25) |
Ownership prior to the offering represents (i)
70,594 shares of common stock, (ii) 141,188 shares of common stock
issuable upon exercise of Common Warrants (subject to a 4.99%
beneficial ownership limitation), and (iii) 3,813 shares of common
stock issuable upon exercise of other warrants (subject to a 4.99%
beneficial ownership limitation). |
(26) |
Represents (i) 70,594 shares of common stock and
(ii) 141,188 shares of common stock issuable upon exercise of
Common Warrants (subject to a 4.99% beneficial ownership
limitation). |
(27) |
Hudson Bay Capital Management LP, the investment
manager of Hudson Bay Master Fund Ltd., has voting and investment
power over these securities. Sander Gerber is the managing member
of Hudson Bay Capital GP LLC, which is the general partner of
Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund
Ltd. and Sander Gerber disclaims beneficial ownership over these
securities. The business address of the selling stockholder is c/o
Hudson Bay Capital Management LP, 28 Havemeyer Place, 2nd Floor,
Greenwich, CT 06830. |
(28) |
Ownership prior to the offering represents (i)
249,377 shares of common stock, (ii) 498,754 shares of common stock
issuable upon exercise of Common Warrants (subject to a 4.99%
beneficial ownership limitation), and (iii) 350,450 shares of
common stock issuable upon exercise of other warrants (subject to a
4.99% beneficial ownership limitation). |
(29) |
Represents (i) 249,377 shares of common stock and
(iii) 498,754 shares of common stock issuable upon exercise of
Common Warrants (subject to a 4.99% beneficial ownership
limitation). |
(30) |
Based
on 16,495,607 shares of common stock outstanding as of April 29,
2022, and assumes that following the offering all of the 12,115,715
Private Placement Warrants will have been exercised (such that
28,611,322 shares of common stock will be outstanding), and all of
the shares offered by the selling stockholders hereunder will have
been sold. |
|
|
PLAN OF DISTRIBUTION
Each selling stockholder of the securities and any of their
pledgees, assignees and successors-in-interest may, from time to
time, sell any or all of their securities covered hereby on the
Nasdaq Capital Market or any other stock exchange, market or
trading facility on which the securities are traded or in private
transactions. These sales may be at fixed or negotiated prices. A
selling stockholder may use any one or more of the following
methods when selling securities:
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ordinary brokerage transactions and transactions
in which the broker-dealer solicits purchasers; |
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block
trades in which the broker-dealer will attempt to sell the
securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction; |
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purchases by a broker-dealer as principal and
resale by the broker-dealer for its account; |
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an
exchange distribution in accordance with the rules of the
applicable exchange; |
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privately negotiated transactions; |
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settlement of short sales; |
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in
transactions through broker-dealers that agree with the Selling
Stockholders to sell a specified number of such securities at a
stipulated price per security; |
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through the writing or settlement of options or
other hedging transactions, whether through an options exchange or
otherwise; |
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a
combination of any such methods of sale; or |
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any
other method permitted pursuant to applicable law. |
The selling stockholders may also sell securities under Rule 144 or
any other exemption from registration under the Securities Act, if
available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may
receive commissions or discounts from the selling stockholders (or,
if any broker-dealer acts as agent for the purchaser of securities,
from the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in
compliance with FINRA Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with FINRA
IM-2440.
In connection with the sale of the securities or interests therein,
the selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn
engage in short sales of the securities in the course of hedging
the positions they assume. The selling stockholders may also sell
securities short and deliver these securities to close out their
short positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The selling stockholders
may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or
more derivative securities which require the delivery to such
broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other
financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The selling stockholders and any broker-dealers or agents that are
involved in selling the securities may be deemed to be
“underwriters” within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received
by such broker-dealers or agents and any profit on the resale of
the securities purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each selling
stockholder has informed the Company that it does not have any
written or oral agreement or understanding, directly or indirectly,
with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred
by the Company incident to the registration of the securities. The
Company has agreed to indemnify the selling stockholders against
certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
We agreed to keep this prospectus effective until the earlier of
(i) the date on which the securities may be resold by the Selling
Stockholders without registration and without regard to any volume
or manner-of-sale limitations by reason of Rule 144, and provided
the Company is in compliance with the current public information
under Rule 144 under the Securities Act or any other rule of
similar effect or (ii) all of the securities have been sold
pursuant to this prospectus or Rule 144 under the Securities Act or
any other rule of similar effect. The resale securities will be
sold only through registered or licensed brokers or dealers if
required under applicable state securities laws. In addition, in
certain states, the resale securities covered hereby may not be
sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to
the common stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In
addition, the selling stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of
purchases and sales of the common stock by the selling stockholders
or any other person. We will make copies of this prospectus
available to the selling stockholders and have informed them of the
need to deliver a copy of this prospectus to each purchaser at or
prior to the time of the sale (including by compliance with Rule
172 under the Securities Act).
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon for us by Andrew I. Telsey, P.C.
EXPERTS
The consolidated financial statements of Sunshine Biopharma, Inc.
at December 31, 2021 and 2020 appearing in our Annual Report on
Form10-K for the year ended December 31, 2021, have been audited by
of B F Borgers CPA PC, independent registered public accountants,
as set forth in its report thereon included therein, and
incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report given
on the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the SEC a registration statement on Form S-3
under the Securities Act that registers the shares of our common
stock covered by this prospectus. This prospectus does not contain
all of the information set forth in the registration statement and
the exhibits thereto. For further information with respect to us
and our common stock, you should refer to the registration
statement and the exhibits filed as a part of the registration
statement. Statements contained in or incorporated by reference
into this prospectus concerning the contents of any contract or any
other document are not necessarily complete. If a contract or
document has been filed as an exhibit to the registration statement
or one of our filings with the SEC that is incorporated by
reference into the registration statement, we refer you to the copy
of the contract or document that has been filed. Each statement
contained in or incorporated by reference into this prospectus
relating to a contract or document filed as an exhibit is qualified
in all respects by the filed exhibit.
We are subject to the informational reporting requirements of the
Exchange Act. We file reports, proxy statements and other
information with the SEC. Our SEC filings are available over the
Internet at the SEC’s website at http://www.sec.gov.
We make available, free of charge, on our website at
www.sunshinebiopharma.com, our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to those reports and statements as soon as reasonably
practicable after they are filed with the SEC. The contents of our
website are not part of this prospectus, and the reference to our
website does not constitute incorporation by reference into this
prospectus of the information contained on or through that site,
other than documents we file with the SEC that are specifically
incorporated by reference into this prospectus.
INFORMATION INCORPORATED BY
REFERENCE
The SEC allows us to “incorporate by reference” into this
prospectus the information in documents we file with it, which
means that we can disclose important information to you by
referring you to those documents. The information incorporated by
reference is considered to be a part of this prospectus, and
information that we file later with the SEC will automatically
update and supersede this information. Any statement contained in
any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in or
omitted from this prospectus or any accompanying prospectus
supplement, or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
We incorporate by reference the documents listed below and any
future documents that we file with the SEC (excluding any portion
of such documents that are furnished and not filed with the SEC)
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i)
after the date of the initial filing of the registration statement
of which this prospectus forms a part prior to the effectiveness of
the registration statement and (ii) after the date of this
prospectus until the offering of the securities is terminated:
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our
Annual Report on Form 10-K for our fiscal year ended December 31, 2021, filed with the
SEC on March 21, 2022; |
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our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2022, filed with the
SEC on May 6, 2022; |
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our
Current Reports on Form 8-K filed with the SEC on February 10, 2022, February 17, 2022, February 25, 2022, March 15, 2022, March 24, 2022, April 8, 2022 and April 28, 2022; and |
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the
description of our common stock contained in our Registration
Statement on Form 8-A, registering our common
stock under Section 12(b) under the Exchange Act, filed with the
SEC on February 10, 2022. |
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Sunshine Biopharma, Inc.,
6500 Trans-Canada Highway, 4th Floor, Pointe-Claire, Quebec, Canada
H9R 0A5; telephone number (514) 426-6161.
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