Sunshine Biopharma Files S-1 Registration Statement

TL;DR

<b>Sunshine Biopharma, Inc. has filed an S-1 registration statement with the SEC, indicating potential future offerings or significant corporate actions.</b>

AI Summary

Sunshine Biopharma, Inc (SBFMW) filed a IPO Registration (S-1) with the SEC on February 1, 2024. Sunshine Biopharma, Inc. filed an S-1 registration statement with the SEC. The filing pertains to the company's securities. The company's fiscal year ends on December 31st. The filing includes financial data for periods ending September 30, 2023, and December 31, 2022. The company's business address is in New York, NY.

Why It Matters

For investors and stakeholders tracking Sunshine Biopharma, Inc, this filing contains several important signals. This S-1 filing signals that Sunshine Biopharma may be preparing to raise capital or make other significant changes to its capital structure, which could impact existing shareholders. As a registration statement, it provides updated financial and business information, offering insights into the company's current standing and strategic direction.

Risk Assessment

Risk Level: low — Sunshine Biopharma, Inc shows low risk based on this filing. The risk is low as this is a standard S-1 filing, which is a preliminary step and does not inherently represent a negative event, but rather a procedural one for potential future actions.

Analyst Insight

Monitor future filings from Sunshine Biopharma for details on the specific purpose of this S-1 registration, such as planned offerings or acquisitions.

Key Numbers

• 2024-02-01 — Filing Date (Date the S-1 registration statement was filed.)
• 2023-09-30 — Most Recent Financial Period End (Latest interim period for which financial data is presented.)
• 2022-12-31 — Most Recent Fiscal Year End (End of the last completed fiscal year for which financial data is presented.)
• 333-276817 — SEC File Number (Associated SEC file number for the registration.)

Key Players & Entities

• Sunshine Biopharma, Inc. (company) — Filer of the S-1 registration statement.
• SEC (regulator) — Received the S-1 filing.
• 1177 AVENUE OF THE AMERICAS (address) — Business and mailing address of the company.
• Mountain West Business Solutions, Inc (company) — Former name of Sunshine Biopharma, Inc.

Forward-Looking Statements

• Sunshine Biopharma will announce the specific terms of its securities offering, including the number of shares and price, within the next 3-6 months. (Sunshine Biopharma, Inc.) — medium confidence, target: 2024-08-01
• The capital raised from this offering will primarily be allocated to funding ongoing pharmaceutical research and development projects. (Sunshine Biopharma, Inc.) — medium confidence, target: 2025-02-01

FAQ

Industry Context

Sunshine Biopharma operates in the pharmaceutical preparations industry, focusing on the development and commercialization of drugs.

Regulatory Implications

The S-1 filing is a standard regulatory requirement for companies planning to offer securities to the public, ensuring transparency and compliance with securities laws.

What Investors Should Do

1. Review the full S-1 filing for details on the purpose of the registration.
2. Analyze any subsequent amendments or prospectuses related to this S-1 filing.
3. Track Sunshine Biopharma's stock performance for potential reactions to future announcements stemming from this filing.

Key Dates

• 2024-02-01: S-1 Filing — Registration statement filed with the SEC.

Year-Over-Year Comparison

This is a new S-1 filing, so no direct comparison to a previous filing of the same type is available.

Key Financial Figures

• $0.001 — sting of one share of our common stock, $0.001 par value per share, one-tenth (1/10) o
• $0 — luding one share of common stock, minus $0.001, and the remaining exercise price o
• $0.256 — stock on Nasdaq on January 31, 2024 was $0.256 per share. There is no established publ
• $1.94 — th a weighted average exercise price of $1.94; and 10,000 outstanding shares of Ser
• $62,655,634 — ty. We have an accumulated deficit of $62,655,634 as of September 30, 2023. We incurred a
• $3,256,020 — ber 30, 2023. We incurred a net loss of $3,256,020 for the nine months ended September 30,
• $26,744,440 — ed September 30, 2023 and a net loss of $26,744,440 for the year ended December 31, 2022. W

Filing Documents

• sunshine_s1.htm (S-1) — 1572KB
• sunshine_ex2301.htm (EX-23.1) — 2KB
• sunshine_ex107.htm (EX-FILING FEES) — 37KB
• image_001.jpg (GRAPHIC) — 7KB
• 0001683168-24-000610.txt (&nbsp;) — 4592KB
• sbfm-20230930.xsd (EX-101.SCH) — 31KB
• sbfm-20230930_cal.xml (EX-101.CAL) — 46KB
• sbfm-20230930_def.xml (EX-101.DEF) — 147KB
• sbfm-20230930_lab.xml (EX-101.LAB) — 232KB
• sbfm-20230930_pre.xml (EX-101.PRE) — 211KB
• sunshine_s1_htm.xml (XML) — 391KB

Risk Factors

Risk Factors 4 Special Note Regarding Forward-Looking Statements 16

Use of Proceeds

Use of Proceeds 17 Market for Common Stock and Related Stockholder Matters 18

Dilution

Dilution 19 Capitalization 20

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 21

Business

Business 26 Management 33 Transactions with Related Persons 38

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 39

Description of Capital Stock

Description of Capital Stock 40

Underwriting

Underwriting 44 Legal Matters 48 Experts 48 Where You Can Find More Information 48

Financial Statements

Financial Statements F-1 You should rely only on the information contained in this prospectus, as supplemented and amended. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the underwriter is making an offer to sell or seeking offers to buy these securities in any jurisdiction where, or to any person to whom, the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and future growth prospects may have changed since those dates. For investors outside the United States: We have not, and the underwriter has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States. i PROSPECTUS SUMMARY This summary highlights certain information about us and this offering contained elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our s

Use of proceeds

Use of proceeds We intend to use the net proceeds of this offering for general corporate purposes, including working capital. We may also use a portion of the net proceeds to acquire or invest in businesses, technologies, and products that are complementary to our own, although we have no current binding agreements with respect to any acquisitions as of the date of this prospectus. See " Use of Proceeds. "

Risk factors

Risk factors Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the " Risk Factors " section beginning on page 4 before deciding to invest in our securities. Listing Our common stock is listed on Nasdaq under the symbol "SBFM." There is no established public trading market for the Series A Warrants, Series B Warrants, or Pre-Funded Warrants, and we do not intend to list the Series A Warrants, Series B Warrants, or the Pre-Funded Warrants on any national securities exchange or trading system. (1) Based on assumed public offering price of $ per Unit. (2) Based on shares of common stock outstanding on January 31, 2024, and excludes: 23,395,046 shares issuable upon exercise of outstanding warrants with a weighted average exercise price of $1.94; and 10,000 outstanding shares of Series B Preferred Stock, which are not convertible into common stock. Unless otherwise indicated, all information in this prospectus assumes no exercise by the underwriter its over-allotment option, no exercise of any Series A Warrants or Series B Warrants issued in this offering, and no sale of any Pre-Funded Warrants in this offering. 3

RISK FACTORS

RISK FACTORS Investing in our securities includes a high degree of risk. Prior to making a decision about investing in our securities, you should consider carefully the specific factors discussed below, together with all of the other information contained in this prospectus. Our business, financial condition, results of operations and prospects could be materially and adversely affected by these risks. Risks Related to Our Business We have incurred losses and may never achieve profitability. We have an accumulated deficit of $62,655,634 as of September 30, 2023. We incurred a net loss of $3,256,020 for the nine months ended September 30, 2023 and a net loss of $26,744,440 for the year ended December 31, 2022. We may never achieve profitability. We are subject to the significant risks associated with the generic pharmaceutical business. Since our acquisition of Nora Pharma in October 2022, we have generated revenues primarily through sales of generic pharmaceutical products in Canada, and we expect this to remain the case for the foreseeable future. Generic pharmaceuticals are, as a general matter, significantly less profitable than innovative medicines, In recent years, the generic pharmaceutical business has experienced increased volatility in volumes due in large part to global supply chain issues and the COVID-19 pandemic. In 2022, the global economy was continuing to recover from the impacts of the COVID-19 pandemic and also began experiencing additional macroeconomic pressures such as rising inflation and disruptions to the global supply chain, in part resulting from the ongoing conflict between Russia and Ukraine. We may experience supply discontinuities due to macroeconomic issues, regulatory actions, including sanctions and trade restrictions, labor disturbances and approval delays, which may impact our ability to timely meet demand in certain instances. These adverse market forces have a direct impact on our overall performance. Any such disrupt

View Full Filing

View this S-1 filing on SEC EDGAR