10-Q

Table of Contents

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

Form

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2023

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from     to

Commission

File Number: 001-41282

SUNSHINE BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Colorado	20-5566275
(State of other jurisdiction<br> of incorporation)	(IRS Employer ID No.)

6500 Trans-Canada Highway

4th Floor

Pointe-Claire,Quebec, Canada H9R 0A5

(Address of principal executive offices)

(514)426-6161

(Issuer’s Telephone Number)

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

Title<br> of Each Class	Trading<br> Symbol	Name<br> of Each Exchange on Which Registered
Common<br> Stock<br><br> <br>Common<br> Stock Purchase Warrants	SBFM<br><br> <br>SBFMW	The<br> NASDAQ Stock Market LLC<br><br> <br>The<br> NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated<br> filer  ☐	Accelerated<br> filer  ☐
Non-accelerated filer <br> ☒	Smaller reporting company <br> ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes  ☒ No

The

number of shares of the registrant’s common stock, par value $0.001, issued and outstanding as of August 10, 2023, was 25,746,302 shares.

TABLE

OF CONTENTS

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Unaudited Balance Sheet as of June 30, 2023 and December 31, 2022	3
	Consolidated Unaudited Statements of Operations for the Six Months Ended June 30, 2023 and 2022	4
	Consolidated Unaudited Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	5
	Consolidated Unaudited Statement of Shareholders' Equity for the Six Months Ended June 30, 2023 and 2022	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
	PART II. OTHER INFORMATION
---	---	---
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
	Signatures	26

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PART

I.  FINANCIAL INFORMATION

ITEM

1. FINANCIAL STATEMENTS

SunshineBiopharma, Inc.

ConsolidatedBalance Sheets

			December 31,
			2022
ASSETS
Current Assets:
Cash and cash<br> equivalents	19,729,491		$	21,826,437
Accounts receivable	2,011,308			1,912,153
Inventory	4,250,887			3,289,945
Prepaid<br> expenses	107,023			283,799
Total Current Assets	26,098,709			27,312,334
Property and equipment	366,684			394,249
Intangible assets	1,233,570			776,856
Right-of-use-asset	711,059			760,409
TOTAL<br> ASSETS	28,410,022		$	29,243,848
LIABILITIES
Current Liabilities:
Accounts payable and accrued<br> expenses	1,759,789		$	2,802,797
Earnout payable	2,547,831			3,632,000
Income tax payable	230,581			373,191
Right-of-use-liability	122,146			123,026
Total Current Liabilities	4,660,347			6,931,014
Long-Term Liabilities:
Deferred tax liability	43,032			43,032
Right-of-use-liability	596,850			642,232
Total Long-Term Liabilities	639,882			685,264
TOTAL<br> LIABILITIES	5,300,229			7,616,278
SHAREHOLDERS' EQUITY
Preferred<br> Stock, Series B 0.10 par value per share; 1,000,000 shares authorized; 10,000 shares issued and outstanding	1,000			1,000
Common Stock, 0.001<br> par value per share; 3,000,000,000<br> shares authorized; 25,746,302<br> and 22,585,632<br> shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	25,746			22,585
Capital paid in excess of par value	84,422,143			80,841,752
Accumulated comprehensive<br> income	665,056			161,847
Accumulated<br> (Deficit)	(62,004,152	)		(59,399,614	)
TOTAL<br> SHAREHOLDERS' EQUITY	23,109,793			21,627,570
TOTAL<br> LIABILITIES AND SHAREHOLDERS' EQUITY	28,410,022		$	29,243,848

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited financial statements

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Sunshine Biopharma, Inc.

ConsolidatedStatements of Operations and Comprehensive Loss (Unaudited)

	3<br> Months Ended June 30,						6<br> Months Ended June 30,
	2023			2022			2023			2022
Sales:	$	5,560,865		$	150,307		$	10,454,918		$	272,952
Cost of sales		3,608,118			74,683			6,674,049			134,528
Gross profit		1,952,747			75,624			3,780,869			138,424
General and Administrative Expenses:
Accounting		75,281			41,060			245,031			114,860
Consulting		392,454			101,683			524,069			107,181
Director fees		100,000			50,000			200,000			50,000
Legal		145,815			112,360			259,572			256,919
Marketing		133,177			87,680			261,090			182,720
Office		395,385			90,407			877,843			372,912
R&D		368,565			45,943			801,490			407,595
Salaries		1,200,167			240,000			3,200,424			560,000
Taxes		96,649			–			160,367			–
Depreciation		34,877			2,287			69,587			5,397
Total General and Administrative<br> Expenses		2,942,370			771,420			6,599,473			2,057,584
(Loss) from operations		(989,623	)		(695,796	)		(2,818,604	)		(1,919,160	)
Other Income (Expense):
Foreign exchange		(261	)		29			(246	)		20
Interest income		203,049			146,043			416,930			146,046
Debt release		–			10,852			–			10,852
Interest<br> expense		(27,596	)		–			(68,671	)		(12,864	)
Total Other Income (Expense)		175,192			156,924			348,013			144,054
Net (loss) before income taxes		(814,431	)		(538,872	)		(2,470,591	)		(1,775,106	)
Provision for income taxes		(87,677	)		–			(133,947	)		–
Net (Loss)	$	(902,108	)	$	(538,872	)	$	(2,604,538	)	$	(1,775,106	)
Gain (Loss) from foreign<br> exchange translation		492,049			(12,645	)		503,209			(11,638	)
Comprehensive (Loss)	$	(410,059	)	$	(551,517	)	$	(2,101,329	)	$	(1,786,744	)
Basic (Loss) per common share	$	(0.02	)	$	(0.03	)	$	(0.09	)	$	(0.18	)
Weighted<br> average common shares outstanding (Basic and Diluted)		25,350,263			15,849,518			23,827,205			9,691,625

The

accompanying notes are an integral part of these unaudited financial statements

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Sunshine Biopharma, Inc.

Consolidated Statements of Cash Flows (Unaudited)

	June 30,			June 30,
	2023			2022
Cash Flows From Operating<br> Activities:
Net (Loss)	$	(2,604,538	)	$	(1,775,106	)
Adjustments to reconcile net loss to net cash<br> used in operating activities:
Depreciation and amortization		69,594			5,397
Foreign exchange		–			(20	)
Debt release		–			(10,852	)
Accounts receivable		(55,160	)		7,774
Inventory		(885,243	)		(99,721	)
Prepaid expenses		182,852			(18,937	)
Accounts payable and accrued<br> expenses		(1,103,502	)		61,742
Income tax payable		(147,980	)		–
Interest<br> payable		(1,084,169	)		(48,287	)
Net<br> Cash Flows (Used) in Operations		(5,628,146	)		(1,878,010	)
Cash Flows From Investing<br> Activities:
Reduction in Right-of-use<br> asset		66,846			–
Purchase of intangible assets		(17,645	)		–
Purchase of equipment		(454,980	)		–
Net<br> Cash Flows (Used) in Investing activities		(405,779	)		–
Cash Flows From Financing<br> Activities:
Common stock issued		4,089,208			43,560,363
Exercise of warrants		1,156			–
Purchase of treasury stock		(506,822	)		(99,000	)
Lease liability		(63,870	)		–
Payments<br> of notes payable		–			(1,900,000	)
Net<br> Cash Flows Provided by Financing Activities		3,519,672			41,561,363
Cash and Cash Equivalents<br> at Beginning of Period		21,826,437			2,045,167
Net increase (decrease)<br> in cash and cash equivalents		(2,514,253	)		39,683,353
Effect of exchange rate<br> changes on cash		9			(12,383	)
Foreign<br> currency translation adjustment		417,298			11,638
Cash<br> and Cash Equivalents at End of Period	$	19,729,491		$	41,727,775
Supplementary Disclosure<br> Of Cash Flow Information:
Cash paid for interest	$	–		$	61,151
Cash paid for income<br> taxes	$	–		$	–

The

accompanying notes are an integral part of these unaudited financial statements

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Sunshine Biopharma, Inc.

ConsolidatedStatement of Shareholders' Equity (Unaudited)

	Number<br> Of Common Shares			Common			Capital<br> Paid in Excess of Par			Number<br> Of Preferred Shares			Preferred			Comprehensive			Accumulated
	Issued			Stock			Value			Issued			Stock			Income			Deficit			Total
Three Month Period Ended June<br> 30, 2023
Balance<br> at March 31, 2023		22,139,921		$	22,139		$	80,335,376			10,000		$	1,000		$	173,007		$	(61,102,044	)	$	19,429,478
Common<br> stock and pre-funded warrants issued in a private offering		2,450,000			2,451			4,086,767			–			–			–			–			4,089,218
Exercise<br> of warrants		1,156,381			1,156			–			–			–			–			–			1,156
Net (loss)		–			–			–			–			–			492,049			(902,108	)		(410,059	)
Balance<br> at June 30, 2023		25,746,302		$	25,746		$	84,422,143			10,000		$	1,000		$	665,056		$	(62,004,152	)	$	23,109,793
Six Month Period Ended June<br> 30, 2023
Balance<br> at December 31, 2022		22,585,632		$	22,585		$	80,841,752			10,000		$	1,000		$	161,847		$	(59,399,614	)	$	21,627,570
Repurchased<br> stock		(445,711	)		(446	)		(506,376	)		–			–			–			–			–
Common<br> stock and pre-funded warrants issued in a private offering		2,450,000			2,451			4,086,767			–			–			–			–			4,089,218
Exercise<br> of warrants		1,156,381			1,156			–			–			–			–			–			1,156
Net (loss)		–			–			–			–			–			503,209			(2,604,538	)		(2,101,329	)
Balance<br> at June 30, 2023		25,746,302		$	25,746		$	84,422,143			10,000		$	1,000		$	665,056		$	(62,004,152	)	$	23,109,793
Three Month Period Ended June<br> 30, 2022
Balance<br> at March 31, 2022		7,149,778		$	7,150		$	47,219,498			10,000		$	1,000		$	(22,132	)	$	(33,891,408	)	$	13,314,108
Common<br> stock and pre-funded warrants issued in public offering		2,472,820			2,473			16,750,442			–			–			–			–			16,752,915
Exercise<br> of warrants		9,263,034			9,263			12,361,511			–			–			–			–			12,370,774
Net (loss)		–			–			–			–			–			(12,645	)		(538,872	)		(551,517	)
Balance<br> at June 30, 2022		18,885,632		$	18,886		$	76,331,451			10,000		$	1,000		$	(34,777	)	$	(34,430,280	)	$	41,886,280
Six Month Period Ended June<br> 30, 2022
Balance<br> December 31, 2021		2,595,620		$	2,596		$	32,787,379			1,000,000		$	100,000		$	(23,139	)	$	(32,655,174	)	$	211,662
Common<br> stock and pre-funded warrants issued in public offering		6,656,526			6,657			30,360,528			–			–			–			–			30,367,185
Exercise<br> of warrants		9,633,486			9,633			13,183,544			–			–			–			–			13,193,177
Preferred<br> stock purchased from related party		–			–			–			(990,000	)		(99,000	)		–			–			(99,000	)
Net (loss)		–			–			–			–			–			(11,638	)		(1,775,106	)		(1,786,744	)
Balance<br> at June 30, 2022		18,885,632		$	18,886		$	76,331,451			10,000		$	1,000		$	(34,777	)	$	(34,430,280	)	$	41,886,280

The

accompanying notes are an integral part of these unaudited financial statements

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Sunshine Biopharma,Inc.

Notes to ConsolidatedFinancial Statements (Unaudited)

For the SixMonths Ended June 30, 2023 and 2022

Note1 – Description of Business

The Company was originally incorporated under the name Mountain West Business Solutions, Inc. on August 31, 2006, in the State of Colorado. Effective October 15, 2009, the Company acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition. Upon completion of the reverse acquisition transaction, the Company changed its name to Sunshine Biopharma, Inc. and began operating as a pharmaceutical company.

In addition to conducting its own drug development activities, Sunshine Biopharma operates two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation with a portfolio consisting of 50 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc. (“Sunshine Canada”), a Canadian corporation which develops and sells nonprescription over-the-counter (“OTC”) products.

The Company has identified two potential reportable segments:

·	Prescription<br> Generic Pharmaceuticals (“Generic Pharmaceuticals”)
·	Nonprescription<br> Over-The-Counter Products (“OTC Products)

Through December 31, 2022 and as of June 30, 2023, sales from the Generic Pharmaceuticals segment represent approximately 97% of total revenues of the Company while the remaining approximately 3% is generated from the sale of OTC Products. Based on these results, the Company deems segmentation to be immaterial at June 30, 2023.

The Company currently has 27 additional generic prescription drugs scheduled to be launched later this year and in 2024. In addition, the Company is engaged in the development of the following proprietary drugs:

(1)	Adva-27a

At inception, Sunshine Biopharma, Inc. held an exclusive license to a new anticancer drug bearing the laboratory name, Adva-27a (the “License Agreement”). In December 2015, the Company acquired all rights to Adva-27a by purchasing PCT/FR2007/000697 and PCT/CA2014/000029 and terminated the License Agreement. Adva-27a is a small chemotherapy molecule targeting pancreatic cancer.

(2)	K1.1<br> mRNA

In June 2021, the Company initiated an R&D project to determine if certain mRNA molecules can be used as anticancer agents. On April 20, 2022, the Company filed a patent application in the United States covering mRNA molecules capable of destroying cancer cells in vitro. The K1.1 lead anticancer mRNA molecule arising from this technology is targeted for liver cancer.

(3)	SBFM-PL4

On May 22, 2020, the Company filed a provisional patent application in the United States for a new treatment for Coronavirus infections. The Company’s patent application covers composition subject matter pertaining to small molecules for inhibition of the Coronavirus main protease, Mpro, and the Papain-Like protease, PLpro. The Company’s lead Anti-Coronavirus compound arising from these patents bears the laboratory name SBFM-PL4. The Company has been conducting research on this project in collaboration with the University of Arizona and has recently entered into an exclusive worldwide license agreement with the University of Arizona for all of the technology related to the collaboration.

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Note2 – Basis of Presentation

The unaudited financial statements of the Company for the six months periods ended June 30, 2023 and 2022 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2022 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 4, 2023. These financial statements should be read in conjunction with that report.

Note3 – Private Placement

On

May 16, 2023, the Company completed a private placement pursuant to a securities purchase agreement with a single healthcare-focused institutional investor for gross proceeds of approximately $5 million, before deducting fees to the placement agent and other offering expenses payable by the Company. The net proceeds received by the Company were $4,089,218.

In

connection with the private placement, the Company issued (i) 2,450,000

shares

of common stock, (ii) 3,502,381

pre-funded

warrants (the “May Pre-Funded Warrants”), and (iii) 11,904,762 investor warrants (the “May Investor Warrants”) to purchase up to 11,904,762 shares of common stock at $0.59 per share. Each share of common stock and accompanying two May Investor Warrants were sold together at a combined offering price of $0.84, and each May Pre-Funded Warrant and accompanying two May Investor Warrants were sold together at a combined offering price of $0.839. The May Pre-Funded Warrants are immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the May Pre-Funded Warrants are exercised in full. The May Investor Warrants which have an exercise price of $0.59 per share (subject to adjustment as set forth therein), are exercisable upon issuance and will expire five and a half years from the date of issuance.

Note4 – Acquisition of Nora Pharma Inc.

On

October 20, 2022, the Company acquired all of the issued and outstanding shares of Nora Pharma Inc. The purchase price for the shares was $18,860,637

(USD) which was paid in cash ($14,346,637

)

and by the issuance of 3,700,000

shares of the Company’s common stock valued at $4,514,000

or $1.22 per share. Nora Pharma sells generic pharmaceutical products in Canada. Nora Pharma’s operations are authorized by a Drug Establishment License issued by Health Canada.

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The following table summarizes the allocation of the purchase price as of October 20, 2022, the acquisition date using Nora Pharma’s balance sheet assets and liabilities:

Allocation of purchase price
Accounts receivable	$	1,358,121
Inventory		3,181,916
Intangible assets		659,571
Equipment & furniture		210,503
Other assets		1,105,093
Total assets		6,515,204
Liabilities assumed		(5,981,286	)
Net assets		533,918
Goodwill		18,326,719
Total Consideration	$	18,860,637

The value of the 3,700,000 common shares issued as part of the consideration paid for Nora Pharma was determined based on the closing market price of the Company’s common shares on the acquisition date, October 20, 2022 ($1.22 per share).

The Company impaired 100% of the goodwill amount in 2022 and plans to depreciate the intangible assets as detailed in Note 5 below.

As

part of the consideration paid for Nora Pharma, the Company agreed to a $5,000,000 CAD ($3,632,000 USD) earnout amount payable to Mr. Malek Chamoun, the Seller of Nora Pharma. The earnout is payable in the form of twenty (20) payments of $250,000 CAD for every $1,000,000 CAD increase in gross sales (as defined in the Purchase Agreement) above Nora Pharma’s June 30, 2022 gross sales, provided that his employment with the Company is not terminated pursuant to the Company’s Employment Agreement with him. The total earnout amount of $3,632,000 has been recorded as a salary payable. During the six-month period ended June 30, 2023, the Company paid an earn-out amount of $1,084,169 leaving a balance earn-out to be paid of $2,547,831 at June 30, 2023.

The unaudited financial information in the table below summarizes the combined results of operations of the Company and Nora Pharma for the years ended December 31, 2022 and 2021, on a pro forma basis, as though the two companies had been combined as of January 1, 2021. The unaudited pro forma financial information does not purport to be indicative of the Company's combined results of operations which would have been obtained had the acquisition taken place on January 1, 2021, nor should it be taken as indicative of future consolidated results of operations:

Pro Forma results from acquisition
Pro Forma results from acquisition	December 31, 2022			December 31, 2021
Total revenues	$	14,758,115		$	7,927,165
Net (loss) from operations	$	(26,192,503	)	$	(2,224,253	)
Net (loss)	$	(26,164,764	)	$	(12,289,655	)
Basic and fully diluted (loss) per share	$	(1.74	)	$	(4.70	)
Weighted average number of shares outstanding		15,056,097			2,612,061

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Note5 – Intangible Assets

Intangible assets, net consisted of the following at June 30, 2023:

Scheduleof intangible assets

Balance<br> at March 31, 2023	$	948,240
Dossier<br> fee additions		305,801
Balance at June 30,<br> 2023		1,254,041
Less<br> accumulated amortization		(20,471	)
Finite-lived<br> intangible assets net at June 30, 2023	$	1,233,570
Balance at December<br> 31, 2022	$	776,856
Dossier<br> fee additions		183,760
Balance at March 31,<br> 2023		960,616
Less<br> accumulated amortization		(12,376	)
Finite-lived<br> intangible assets net at March 31, 2023	$	948,240

Amortization

expense for the three-month period ended March 31, 2023 and the three-month period ended June 30, 2023 amounted to $7,853 and $8,096, respectively.

As of June 30 2023, estimated amortization expense of the Company’s intangible assets for each of the next five years is as follows:

Schedule of amortization expense
2024	$	46,814
2025		46,814
2026		45,611
2027		6,153
2028		1,989

Note6 – Reverse Stock Splits

Effective February 9, 2022, the Company completed a 1 for 200 reverse split of its common stock. The Company had previously completed two 20 to 1 reverse stock splits, one in 2019 and the other in 2020. The Company’s financial statements reflect all three reverse stock splits on a retroactive basis for all periods presented and for all references to common stock, unless specifically stated otherwise.

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Note7 – Capital Stock

The

Company’s authorized capital is comprised of 3,000,000,000

shares of $0.001

par value common stock and 30,000,000

shares of $0.10

par value preferred stock, to have such rights and preferences

as the Directors of the Company have or may assign from time to time. As of December 31, 2021, the Company had authorized 1,000,000 shares of Series B Preferred Stock. The Series B Preferred Stock is non-convertible, non-redeemable and non-retractable. It has superior liquidation rights to the common stock at $0.10 per share and gives the holder the right to 1,000 votes per share. As of December 31, 2021, the 1,000,000 shares of the Series B Preferred Stock were held by the CEO of the Company.

On

February 17, 2022, the Company completed a public offering and received net proceeds of $6,833,071 from the offering. Pursuant to the public offering, the Company issued and sold an aggregate of 1,882,353 shares of common stock and 4,102,200 warrants to purchase shares of common stock (the “Tradeable Warrants”).

On

February 22, 2022, the Company redeemed 990,000 shares of Series B Preferred Stock from the CEO of the Company at a redemption price equal to the stated value of $0.10 per share. The remaining 10,000 shares of Series B Preferred Stock cannot be voted pursuant to the Tradeable Warrants Agreement which expires in February 2027.

On

March 14, 2022, the Company completed a private placement and received net proceeds of $6,781,199. In connection with this private placement, the Company issued (i) 2,301,353 shares of its common stock together with investor warrants (“Investor Warrants”) to purchase up to 2,301,353 shares of common stock, and (ii) 1,302,251 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock, together with Investor Warrants to purchase up to 1,302,251 shares of common stock. Each share of common stock and accompanying Investor Warrant was sold together at a combined offering price of $2.22 and each Pre-Funded Warrant and accompanying Investor Warrant were sold together at a combined offering price of $2.219. The Pre-Funded Warrants were immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Investor Warrants have an exercise price of $2.22 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance.

On

April 28, 2022, the Company completed another private placement and received net proceeds of $16,752,915. In connection with this private placement, the Company issued (i) 2,472,820 shares of its common stock together with warrants (“April Warrants”) to purchase up to 4,945,640 shares of common stock, and (ii) 2,390,025 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock, together with April Warrants to purchase up to 4,780,050 shares of common stock. Each share of common stock and accompanying two April Warrants were sold together at a combined offering price of $4.01 and each Pre-Funded Warrant and accompanying two April Warrants were sold together at a combined offering price of $4.009. The Pre-Funded Warrants were immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The April Warrants have an exercise price of $3.76 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance.

On

October 20, 2022, the Company issued 3,700,000 shares of common stock as part of the acquisition of Nora Pharma. These shares were valued at $4,514,000, or $1.22 per share.

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On

January 19, 2023, the Company announced a stock repurchase program of up to $2 million under SEC Rule 10B-18. During the six months ended June 30, 2023, the Company repurchased a total of 445,711 shares of common stock at an average price of $1.1371 per share for a total cost of $506,822. The 445,711 repurchased common shares were cancelled and returned to treasury reducing the number of issued and outstanding shares from 22,585,632 to 22,139,921.

On

May 16, 2023, the Company completed a private placement pursuant to a securities purchase agreement with a single healthcare-focused institutional investor for gross proceeds of approximately $5 million, before deducting fees to the placement agent and other offering expenses payable by the Company. The net proceeds received by the Company were $4,089,218. In connection with the private placement, the Company issued (i) 2,450,000 shares of common stock, (ii) 3,502,381 pre-funded warrants (the “May Pre-Funded Warrants”), and (iii) 11,904,762 investor warrants (the “May Investor Warrants”) to purchase up to 11,904,762 shares of common stock at $0.59 per share. Each share of common stock and accompanying two May Investor Warrants were sold together at a combined offering price of $0.84, and each May Pre-Funded Warrant and accompanying two May Investor Warrants were sold together at a combined offering price of $0.839. The May Pre-Funded Warrants are immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the May Pre-Funded Warrants are exercised in full. The May Investor Warrants which have an exercise price of $0.59 per share (subject to adjustment as set forth therein), are exercisable upon issuance and will expire five and a half years from the date of issuance.

In

2022 and the first six months of 2023, the Company issued a total of 10,789,867 shares of common stock in connection with warrant exercises for aggregate net proceeds of $13,194,335.

As

of June 30, 2023 and December 31, 2022, the Company has a total of 25,746,302

and 22,585,632

shares of common stock issued and outstanding, respectively.

The Company has declared no dividends since inception.

Note8 – Warrants

The Company accounts for issued warrants either as a liability or equity in accordance with ASC 480-10 or ASC 815-40. Under ASC 480-10, warrants are considered a liability if they are mandatorily redeemable and they require settlement in cash, other assets, or a variable number of shares. If warrants do not meet liability classification under ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the warrants should be classified as a liability or as equity. Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations as a gain or loss. If warrants do not require liability classification under ASC 815-40, in order to conclude warrants should be classified as equity, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP standard. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

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In 2022 and the first six months of 2023, the Company completed four financing events, and in connection therewith, it issued warrants as follows:

Warrants issued with financing
Type	Number	Exercise Price	Expiry Date
Pre-Funded Warrants	3,692,276	$0.001	Unlimited
Tradeable Warrants	4,102,200	$2.22*	February 2027
Investor Warrants	3,603,604	$2.22	March 2027
April Warrants	9,725,690	$3.76	April 2027
May<br> Pre-Funded Warrants	3,502,381	$0.001	Unlimited
May Investor Warrants	11,904,762	$0.59	November 2028
*	The<br> Tradeable Warrants had an initial exercise price of $4.25, subject to adjustment. Upon the closing of the Company's private placement<br> on March 14, 2022, the exercise price of the Tradeable Warrants was reduced to $2.22, in accordance with the terms thereof.
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As

of June 30, 2023, all of the Pre-Funded Warrants and a total of 3,138,507 Tradeable Warrants, 2,802,703 Investor Warrants, and 1,156,381 May Pre-Funded Warrants were exercised resulting in aggregate proceeds of $13,194,335 received by the Company.

The Company’s outstanding warrants at June 30, 2023 consisted of the following:

Schedule of outstanding warrants
Type	Number	Exercise Price	Expiry Date
Pre-Funded Warrants	None	$0.001	Unlimited
Tradeable Warrants	963,693	$2.22	February 2027
Investor Warrants	800,901	$2.22	March 2027
April<br> Warrants	9,725,690	$3.76	April 2027
May Pre-Funded Warrants	2,346,000	$0.001	Unlimited
May Investor Warrants	11,904,762	$0.59	November 2028

Note9 – Net Loss Per Common Share

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Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents.

Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, taking into consideration common stock equivalents.

In

February 2022, the Company issued 4,102,200 Tradeable Warrants pursuant to the Company’s Public Offering. In March and April 2022, the Company issued 3,603,604 Investor Warrants and 9,725,690 April Warrants pursuant to two private placements. In May 2023, the Company issued 11,904,762 May Investor Warrants

pursuant

to two private placements. As of June 30, 2023, 3,138,507 Tradeable Warrants and 2,802,703 Investor Warrants were exercised, leaving 963,693 Tradeable Warrants, 800,901 Investor Warrants, 9,725,690 April Warrants, and 11,904,762 May Investor Warrants outstanding. These warrants are dilutive and were included in the diluted earnings per share.

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In

March and April 2022, the Company issued and sold Pre-Funded Warrants to purchase an aggregate of 3,692,276 shares of common stock at a nominal exercise price of $0.001 per share. During the six months ended June 30, 2023, all of these warrants were exercised and therefore had no remaining dilutive effect.

In May 2023, the Company issued and sold May Pre-Funded Warrants to purchase an aggregate of 3,502,381 shares of common stock at a nominal exercise price of $0.001 per share. During the six months ended June 30, 2023, 1,156,381 of these warrants were exercised leaving 2,346,000 outstanding. These warrants are dilutive and were included in the diluted earnings per share.

Note10 – Lease

The Company has obligations as a lessee for office space with initial non-cancellable terms in excess of one year. The Company classified the lease as an operating lease. The lease contains a renewal option for a period of five years. Because the Company is certain to exercise the renewal option, the optional period is included in determining the lease term, and associated payments under the renewal option are included in the lease payments. The Company’s lease does not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contract include fixed payments plus a variable Payment. The Company’s office space lease requires it to make variable payments for the Company’s proportionate share of building’s property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred.

Amounts reported on the balance sheet as of June 30, 2023 were as follows:

Schedule of lease information
Operating lease ROU asset	$711,059
Operating Lease liability - Short-term	$122,146
Operating lease liability - Long-term	$596,850
Remaining lease term	6 years 6 months
Discount rate	6%

Amounts disclosed for ROU assets obtained in exchange for lease obligations and reductions of ROU assets resulting from reductions of lease obligations include amounts reduced from the carrying amount of ROU assets resulting from deferred rent.

Maturities of lease liabilities under non-cancellable operating leases at June 30, 2023 are as follows:

Schedule of maturities of lease<br> payments
2023	$61,987
2024	$118,545
2025	$118,737
2026	$112,463
2027	$105,930
Thereafter	$201,335

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Note11 – Management and Director Compensation

The

Company paid its officers cash compensation totaling $225,000 and $240,000 and $1,045,000 and $510,000 for the three and six-month periods ended June 30, 2023 and 2022, respectively.

The

Company paid its directors cash compensation totaling $100,000 and $50,000 and $200,000 and $50,000 for the three and six-month periods ended June 30, 2023 and 2022, respectively.

Note12 – Income Taxes

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes.

The Company’s interim effective tax rate, inclusive of discrete items, for the three-month periods ended March 31, 2023 and 2022 was 26.83%.

Note13 – Subsequent Events

On January 19, 2023, the Company announced a stock repurchase program of up to $2 million. In July and August 2023, the Company repurchased a total of 68,012 shares of common stock at an average price of approximately $0.5046 per share for a total cost of $34,321. As of the date of this report, the repurchased shares have not been returned to treasury.

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ITEM

2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thefollowing discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. Thisdiscussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or theSecurities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The statements regarding SunshineBiopharma, Inc. contained in this Report that are not historical in nature, particularly those that utilize terminology such as “may,”“will,” “should,” “likely,” “expects,” “anticipates,” “estimates,”“believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectationsand assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressedin such forward-looking statements. Important factors known to us that could cause such material differences are identified in this reportand in our annual report on Form 10-K for the year ended December 31, 2022. We undertake no obligation to correct or update any forward-lookingstatements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. You areadvised, however, to consult any future disclosures we make on related subjects in future reports to the SEC.

AboutSunshine Biopharma

We are a pharmaceutical company offering and researching life-saving medicines in a wide variety of therapeutic areas, including oncology and antivirals. In addition to conducting our own drug development operations, we operate two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation with a portfolio consisting of 50 generic prescription drugs on the market in Canada and 27 additional drugs scheduled to be launched during the next 18 months, and (ii) Sunshine Biopharma Canada Inc. (“Sunshine Canada”), a Canadian corporation which develops and sells nonprescription over-the-counter (“OTC”) products.

History

We were incorporated in the State of Colorado on August 31, 2006 and on October 15, 2009 we acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition.

Sunshine Biopharma, Inc. held an exclusive license to a new anticancer drug bearing the laboratory name, Adva-27a (the “License Agreement”). Upon completion of the reverse acquisition transaction, we changed our name to Sunshine Biopharma, Inc. and began operating as a pharmaceutical company.

In December 2015, we acquired all worldwide issued (US Patent Number 8,236,935, and 10,272,065) and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029 for the Adva-27a anticancer compound and terminated the License Agreement.

In early 2020, we initiated a new R&D project focused on the development of a treatment for COVID-19 and on May 22, 2020, we filed a provisional patent application in the United States for the new coronavirus treatment. The patent application covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro. On April 30, 2021, we filed a PCT application containing new research results and extending coverage to include the Coronavirus Papain-Like protease, PLpro.

In June 2021, we initiated another R&D project in which we set out to determine if certain mRNA molecules can be used as anticancer agents. The data obtained for mRNA molecules bearing the laboratory name K1.1 became the subject of a new patent application filed in April 2022.

In October 2022, we acquired Nora Pharma, a Canadian generic pharmaceuticals company based in the greater Montreal area. Nora Pharma has 41 employees and operates in a 15,000 square foot facility certified by Health Canada. Nora Pharma currently sells 50 generic prescription drugs in Canada. The consolidated financial statements contained in this report include the results of operations of Nora Pharma and Sunshine Canada.

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GenericPrescription Drugs on the Market

As a result of the acquisition of Nora Pharma we now have the following generic prescription drugs on the market in Canada:

Drug	Action/Indication	Reference Brand
Alendronate	Osteoporosis	Fosamax®
Amlodipine	Cardiovascular	Norvasc®
Apixaban	Cardiovascular	Eliquis®
Atorvastatin	Cardiovascular	Lipitor®
Azithromycin	Antibacterial	Zithromax®
Candesartan	Hypertension	Atacand®
Candesartan HCTZ	Hypertension	Atacand®
Celecoxib	Anti-inflammatory	Celebrex®
Cetirizine	Allergy	Reactine®
Ciprofloxacin	Antibiotic	Cipro®
Citalopram	Central nervous system	Celexa®
Clindamycin	Antibiotic	Dalacin®
Clopidogrel	Cardiovascular	Plavix®
Donepezil	Central nervous system	Aricept®
Duloxetine	Central nervous system	Cymbalta®
Dutasteride	Urology	Avodart®
Escitalopram	Central nervous system	Cipralex®
Ezetimibe	Cardiovascular	Ezetrol®
Finasteride	Urology	Proscar®
Flecainide	Cardiovascular	Tambocor®
Fluconazole	Antifungal	Diflucan®
Fluoxetine	Central nervous system	Prozac®
Hydroxychloroquine	Antimalarial	Plaquenil®
Lacosamide	Central nervous system	Vimpat®
Letrozole	Oncology	Femara®
Levetiracetam	Central nervous system	Keppra®
Mirtazapine	Central nervous system	Remeron®
Metformin	Diabetes	Glucophage®
Montelukast	Allergy	Singulair®
Olanzapine ODT	Central nervous system	Zyprexa®
Olmesartan	Cardiovascular	Olmetec®
Olmesartan HCTZ	Cardiovascular	Olmetec Plus®
Pantoprazole	Acid Reflux	Pantoloc®
Paroxetine	Central nervous system	Paxil®
Perindopril	Cardiovascular	Coversyl®
Pravastatin	Cardiovascular	Pravachol®
Pregabalin	Central nervous system	Lyrica®
Quetiapine	Central nervous system	Seroquel®
Quetiapine XR	Central nervous system	Seroquel XR®
Ramipril	Cardiovascular	Altace®
Rizatriptan ODT	Central nervous system	Maxalt® ODT
Rosuvastatin	Cardiovascular	Crestor®
Sertraline	Central nervous system	Zoloft®
Sildenafil	Urology	Viagra®
Tadalafil	Urology	Cialis®
Telmisartan	Cardiovascular	Micardis®
Telmisartan HCTZ	Cardiovascular	Micardis Plus®
Tramadol Acetaminophen	Central nervous system	Tramacet®
Zolmitriptan	Central nervous system	Zomig®
Zopiclone	Central nervous system	Imovane®

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GenericPrescription Drugs Pipeline

In addition to the 50 drugs on the market, we currently have the following roster of generic prescription drugs scheduled to be launched later this year and in 2024:

Generic Drugs	Therapeutic Area(s)	Development Stage	Launch Date
Group A (7 Products)	Central<br> Nervous System, Gastrointestinal, Urology	Under Regulatory Review	2023Q3
Group B (1 Product)	Oncology	Under Regulatory Review	2023Q4
Group C (8 Products)	Central<br> Nervous System, Cardiovascular, Metabolism	Under Regulatory Review	2024Q1
Group D (5 Products)	Cardiovascular, Urology,<br> Endocrinology	Under Regulatory Review	2024Q2
Group E (6 Products)	Urology,<br> Cardiovascular, Oncology, Anti-infectives	Under Regulatory Review	2024Q3

We believe the addition of these products to our existing portfolio will strengthen our presence in the Canadian generic drugs marketplace and provide us with greater access to pharmacies as we become more of a go-to supplier for every-day and specialty medicines.

ProprietaryDrugs in Development

We are currently developing the following drug candidates:

Proprietary Drugs	Therapeutic Area	Development Stage	Launch Date
Adva-27a (Small Molecule)	Oncology (Pancreatic Cancer)	IND-Enabling Studies	TBD
K1.1 (mRNA LNP)	Oncology (Liver Cancer)	Animal Testing	TBD
SBFM-PL4 (Small Molecule)	Antiviral (COVID-19)	Animal Testing	TBD

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Adva-27aAnticancer Drug

Adva-27a is a small molecule designed for the treatment of aggressive forms of cancer. A Topoisomerase II inhibitor, Adva-27a has been shown to be effective at destroying Multidrug Resistant Cancer cells including Pancreatic Cancer cells, Breast Cancer cells, Small-Cell Lung Cancer cells and Uterine Sarcoma cells (Published in ANTICANCER RESEARCH, Volume 32, Pages 4423-4432, October 2012). We are the direct owner of all patents pertaining to Adva-27a including U.S. Patents Number 8,236,935 and 10,272,065.

Adva-27a is a GEM-difluorinated C-glycoside derivative of Podophyllotoxin. Another derivative of Podophyllotoxin called Etoposide is currently on the market and is used to treat various types of cancer including leukemia, lymphoma, testicular cancer, lung cancer, brain cancer, prostate cancer, bladder cancer, colon cancer, ovarian cancer, liver cancer and several other forms of cancer. Etoposide is one of the most widely used anticancer drugs. Adva-27a and Etoposide are similar in that they both attack the same target in cancer cells, namely the DNA unwinding enzyme, Topoisomerase II. Unlike Etoposide however, Adva-27a has the advantage of being able to penetrate and destroy Multidrug Resistant Cancer cells. In addition, Adva-27a has been shown to have distinct and more desirable biological and pharmacological properties compared to Etoposide. In side-by-side studies using Multidrug Resistant Breast Cancer cells and Etoposide as a reference, Adva-27a showed markedly greater cell killing activity (see Figure 1).

Figure

1

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In February 2023, we signed a research agreement with the Jewish General Hospital (“JGH”), to complete the IND-enabling studies. The JGH has also agreed to negotiate with us the terms for Phase I Clinical Trials. Adva-27a’s initial indication will be pancreatic cancer for which there are currently little or no treatment options available. All aspects of the clinical trials in Canada will employ FDA standards at all levels.

K1.1Anticancer mRNA

In June 2021, we initiated a new research project in which we set out to determine if certain mRNA molecules can be used as anti-cancer agents. The data collected to date have shown that a selected group of mRNA molecules are capable of destroying cancer cells in vitro including multidrug resistant breast cancer cells (MCF-7/MDR), ovarian adenocarcinoma cells (OVCAR-3), and pancreatic cancer cells (SUIT-2). Studies using non-transformed (normal) human cells (HMEC cells) showed that these mRNA molecules had little cytotoxic effects. These new mRNA molecules, bearing the laboratory name K1.1, are readily adaptable for delivery into patients using the mRNA vaccine technology. In April 2022, we filed a provisional patent application in the United States covering the subject mRNA molecules.

We recently concluded an agreement with a specialized partner for the purposes of formulating our K1.1 mRNA molecules into lipid nanoparticles, ready for use to conduct studies in xenograft mice. We anticipate commencing such studies later this year.

SBFM-PL4Coronavirus Treatment

The initial genome expression products following infection by Betacoronavirus, the causative agent of COVID-19, are two large polyproteins, referred to as pp1a and pp1ab. These two polyproteins are cleaved at 15 specific sites by two virus encoded proteases, called Mpro and PLpro, to generate 16 different non-structural proteins essential for viral replication. Mpro and PLpro represent attractive anti-viral drug development targets as they play a central role in the early stages of viral replication. PLpro is of particular interest as a therapeutic target in that, in addition to processing essential viral proteins, it is also responsible for suppression of the human immune system making the virus more life-threatening. PLpro is present only in Betacoronaviruses, the subgroup of Coronaviruses represented by the highly pathogenic SARS-CoV, MERS-CoV, and SARS-CoV-2.

Our Anti-Coronavirus research effort has been focused on developing an inhibitor of PLpro and, on May 22, 2020, we filed a patent application in the United States covering composition subject matter pertaining to small molecules for inhibition of the Coronavirus PLpro as well as Mpro.

In February 2022, we expanded our PLpro inhibitors research effort by entering into a research agreement with the University of Arizona for the purposes of conducting research focused on determining the in vivo safety, pharmacokinetics, and dose selection properties of three University of Arizona owned PLpro inhibitors, to be followed by efficacy testing in mice infected with SARS-CoV-2 (the “Research Project”). Under the agreement, the University of Arizona granted the Company a first option to negotiate a commercial, royalty-bearing license for all intellectual property developed by University of Arizona under the Research Project. In addition, the Company and the University of Arizona entered into an option agreement (the “Option Agreement”) whereby the Company was granted a first option to negotiate a royalty-bearing commercial license for the underlying technology of the Research Project. On September 13, 2022, we exercised our options, and on February 24, 2023, we entered into an exclusive worldwide license agreement with the University of Arizona for all of the technology related to the Research Project.

With the evolution of the COVID-19 pandemic to its current state, we have expanded our objective to develop a late-preclinical injectable candidate of first-in-class PLpro inhibitor to treat SARS-CoV2 (and potentially SARS-CoV and MERS-CoV) infection in patients who could not use Paxlovid, Molnupiravir, or Remdesivir, due to concerns about drug interaction and possible ‘rebound’ infections and other side effects.

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IntellectualProperty

We are the sole owner of all worldwide rights pertaining to Adva-27a. These patent rights are covered by PCT/FR2007/000697 and PCT/CA2014/000029. The patent applications filed under these two PCT's have been issued in the United States (US Patent Number 8,236,935 and 10,272,065), Europe, and Canada.

On May 22, 2020, we filed a provisional patent application in the United States for a new treatment for Coronavirus infections. Our patent application covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro, an enzyme that is essential for viral replication. The patent application has a priority date of May 22, 2020. On April 30, 2021, we filed a PCT application containing new research results and extending coverage to include the Coronavirus Papain-Like protease, PLpro. The priority date of May 22, 2020 has been maintained in the newly filed PCT application.

On April 20, 2022, we filed a provisional patent application in the United States covering mRNA molecules capable of destroying cancer cells in vitro. The patent application contains composition and utility subject matter pertaining to the structure and sequence of the relevant mRNA molecules.

Our recently acquired wholly owned subsidiary, Nora Pharma, owns 179 Drug Identification Numbers (“DIN’s”) issued by Health Canada for prescription drugs currently on the market in Canada. These DIN’s were secured through in-licenses or cross-licenses from international manufacturers of generic pharmaceutical products.

In addition, we are the owner of two Natural Product Numbers (“NPN’s”) issued by Health Canada: NPN 80089663 authorizes us to manufacture and sell our in-house developed OTC product, Essential 9™, and NPN 80093432 authorizes us to manufacture and sell the OTC product, Calcium-Vitamin D under the brand name Essential Calcium-Vitamin D^™^.

Resultsof Operations

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Comparisonof results of operations for the three months ended June 30, 2023 and 2022

During the three months ended June 30, 2023, we generated $5,560,865 in sales, compared to $150,307 for the three months ended June 30, 2022, an increase of $5,410,558. The increase is attributable to sales generated by our recently acquired wholly owned subsidiary, Nora Pharma. The direct cost for generating these sales was $3,608,118 (64.9%) for the three months ended June 30, 2023, compared to $74,683 (49.7%) for the three months ended June 30, 2022. The increase in the cost of goods sold in 2023 is due to the cost of manufacturing the generic prescription drugs sold by Nora Pharma. Our gross profit grew to $1,952,747 for the three months ended June 30, 2023, compared to $75,624 for the three months ended June 30, 2022.

General and administrative expenses during the three-month period ended June 30, 2023 were $2,942,370, compared to $771,420 during the three-month period ended June 30, 2022, an increase of $2,170,950. This increase was the result of increased overhead associated with being a Nasdaq listed company and expenses related to Nora Pharma operations. Specifically, we incurred increased costs in accounting ($34,221), consulting ($290,771), office ($304,978), research and development ($322,622), salaries ($960,167) and taxes ($96,649). Overall, we incurred a loss of $989,623 from our operations for the three months ended June 30, 2023, compared to a loss of $695,796 from our operations in the three-month period ended June 30, 2022.

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In addition, we had net interest income of approximately $175,453 during the three months ended June 30, 2023, compared to a net interest income of approximately $146,043 during the three months ended June 30, 2022, as a result of interest earned on cash on hand.

As a result, we incurred a net loss of $902,108 ($0.02 per share) for the three months ended June 30, 2023, compared to a net loss of $538,872 ($0.03 per share) for the three-month period ended June 30, 2022.

Comparisonof results of operations for the six months ended June 30, 2023 and 2022

During the six months ended June 30 2023, we generated revenues of $10,454,918, compared to revenue of $272,952 for the six months ended June 30, 2022, an increase of $10,181,966. The increase is attributable to sales generated by our recently acquired wholly owned subsidiary, Nora Pharma. The direct cost for generating these revenues was $6,674,049 for the six months ended June 30, 2023 (63.8%), compared to $134,528 (49.3%) for the six months ended June 30, 2022. The increase in the cost of goods sold in 2023 is due to the cost of manufacturing the generic prescription drugs sold by Nora Pharma. Our gross profit increased to $3,780,869 for the six months ended June 30, 2023, compared to a gross profit of $138,424 for the same period in 2022.

General and administrative expenses during the six-month period ended June 30, 2023 were $6,599,473 compared to $2,057,584 during the six-month period ended June 30, 2022, an increase of $4,541,889. This increase was the result of increased overhead associated with being a Nasdaq listed company and expenses related to Nora Pharma operations. Specifically, we incurred increased costs in accounting ($130,171), consulting ($416,888), office costs ($504,931), research and development ($393,895), salaries ($2,640,424) and taxes ($160,367). Overall, we incurred a loss of $2,818,604 from our operations in the six-month period ended June 30, 2023, compared to a loss from operations of $1,919,160 in the similar period of 2022.

In addition, we had net interest income of approximately $348,259 during the six months ended June 30, 2023, compared to a net interest income of approximately $133,182 during the six months ended June 30, 2022, as a result of interest earned on cash on hand.

As a result, we incurred a net loss of $2,604,538 ($0.09 per share) for the six-month period ended June 30, 2023, compared to a net loss of $1,775,106 ($0.18 per share) for the six-month period ended June 30, 2022.

Liquidityand Capital Resources

As of June 30, 2023, we had cash or cash equivalents of $19,729,491.

Net cash used in operating activities was $5,628,146 during the six months ended June 30, 2023, compared to $1,878,010 during the six-month period ended June 30, 2022. The increase was a result of the addition of Nora Pharma’s operations.

Cash flows used in investing activities were $405,779 for the six months ended June 30, 2023, compared to $0 for the six months ended June 30, 2022. The increase was the result of cash invested in Nora Pharma.

Cash flows provided by financing activities were $3,519,672 during the six months ended June 30, 2023, compared to $41,561,363 during the six months ended June 30, 2022. The decrease was primarily as a result of one offering made during the six months ended June 30, 2023, compared to three offerings completed in February, March, and April 2022, and due to our purchase of $506,822 in common stock in the first quarter of 2023.

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We are not generating adequate revenues from our operations to fully implement our business plan as set forth herein. On February 17, 2022, we received net proceeds of approximately $6.8 million from the sale of common stock and warrants in an underwritten public offering. On March 14, 2022, we received net proceeds of approximately $6.8 million from the sale of common stock and warrants in a private placement. On April 28, 2022, we received net proceeds of approximately $16.8 million from the sale of common stock and warrants in a private placement. On May 16, 2023, we received net proceeds of approximately $4.1 million from the sale of common stock and warrants in a private placement. We believe our existing cash will be sufficient to fund our operations, including general and administrative expenses, research and development activities, and the generic pharmaceuticals sales business, for the next 18 to 24 months. There is no assurance our estimates will be accurate.

Management estimates that we will need additional capital in the amount of approximately $30 million for expansion of our drug development activities and generic pharmaceuticals operations, including possibly a Phase I clinical trial. Additional capital may not be available on terms acceptable to us, or at all. Currently, we do not have any firm committed arrangements for financing and can provide no assurance that we will be able to obtain financing when required. No assurance can be given that we will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business will be available on acceptable terms. Our inability to obtain acceptable financing could have an adverse effect upon the results of our operations and financial condition.

CriticalAccounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

For a detailed list of significant accounting policies, please see our annual report on Form 10-K for the fiscal year ended December 31, 2022, including our financial statements and notes thereto included therein as filed with the SEC on April 4, 2023.

RecentlyAdopted Accounting Standards

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements.

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In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its unaudited consolidated financial statements.

OffBalance-Sheet Arrangements

None.

ITEM

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide the information under this item.

ITEM

4. CONTROLS AND PROCEDURES

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Evaluationof Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Based on this evaluation, our management, including our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2023, at reasonable assurance levels.

Changesin Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART

II. OTHER INFORMATION

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ITEM

1. LEGAL PROCEEDINGS

We are not party to, and our property is not the subject of, any material legal proceedings.

ITEM

1A. RISK FACTORS

We are a smaller reporting company and are not required to provide the information under this item.

ITEM

2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM

3. DEFAULTS UPON SENIOR SECURITIES

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None.

ITEM

4. MINE SAFETY DISCLOSURES

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Not Applicable.

ITEM

5. OTHER INFORMATION

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None.

ITEM

6. EXHIBITS

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Exhibit No.	Description
31.1	Certification<br> of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification<br> of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2022*
32.1	Certification<br> pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101	Inline XBRL Document Set<br> for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q.*
104	Inline XBRL for the cover<br> page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.*
*	Filed herewith.
---	---
**	Furnished herewith.

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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 thereunto duly authorized, on August 10, 2023.

SUNSHINE BIOPHARMA, INC.
By:	/s/ Dr. Steve<br> N. Slilaty
	Dr. Steve N. Slilaty
	Chief Executive Officer (principal executive officer)
By:	/s/<br> Camille Sebaaly
	Camille<br> Sebaaly<br><br> <br>Chief Financial<br> Officer (principal financial and accounting officer)

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Exhibit 31.1

CERTIFICATIONPURSUANT TO

18USC, SECTION 1350,

ASADOPTED PURSUANT TO

SECTION302 OF THE SARBANES OXLEY ACT OF 2002

I, Dr. Steve N. Slilaty, certify that:

1.	I have<br> reviewed this quarterly report on Form 10-Q of Sunshine Biopharma, Inc.
2.	Based on my knowledge, this<br> report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements<br> made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this<br> report.
---	---
3.	Based on my knowledge, the<br> financial statements, and other financial information included in this report, fairly present in all material respects the financial<br> condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
---	---
4.	The registrant’s other<br> certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange<br> Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and<br> 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedure to be designed under our supervision, to ensure that material<br> information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,<br> particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control<br> over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide<br> reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes<br> in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness<br> of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the<br> disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and
---	---
d.	Disclosed in this report<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably<br> likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other<br> certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to<br> the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent<br> functions):
---	---
a.	All significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the registrant's ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting.
---	---
Dated: August<br> 10, 2023	/s/<br> Dr. Steve N. Slilaty<br><br> <br>Dr.<br> Steve N. Slilaty, Chief Executive Officer
---	---

Exhibit 31.2

CERTIFICATIONPURSUANT TO

18USC, SECTION 1350,

ASADOPTED PURSUANT TO

SECTION302 OF THE SARBANES OXLEY ACT OF 2002

I, Camille Sebaaly, certify that:

1.	I have<br> reviewed this quarterly report on Form 10-Q of Sunshine Biopharma, Inc.
2.	Based on my knowledge, this<br> report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements<br> made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this<br> report.
---	---
3.	Based on my knowledge, the<br> financial statements, and other financial information included in this report, fairly present in all material respects the financial<br> condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
---	---
4.	The registrant’s other<br> certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange<br> Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and<br> 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedure to be designed under our supervision, to ensure that material<br> information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,<br> particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control<br> over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide<br> reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes<br> in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness<br> of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the<br> disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and
---	---
d.	Disclosed in this report<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably<br> likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other<br> certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to<br> the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent<br> functions):
---	---
a.	All significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the registrant's ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting.
---	---
Dated: August<br> 10, 2023	/s/<br> Camille Sebaaly<br><br> <br>Camille<br> Sebaaly, Chief Financial Officer
---	---

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Exhibit 32.1

CERTIFICATIONPURSUANT TO

18USC, SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report of Sunshine Biopharma, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, the undersigned, in the capacities and on the date indicated below, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

1.	The Report<br> fully complies with the requirements of Rule 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained<br> in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---
Dated:<br> August 10, 2023	/s/<br> Dr. Steve N. Slilaty<br><br> <br>Dr.<br> Steve N. Slilaty, Chief Executive Officer
---	---
Dated:<br> August 10, 2023	/s/<br> Camille Sebaaly<br><br> <br>Camille<br> Sebaaly, Chief Financial Officer