Sunshine Biopharma Inc (SBFM)

[BooDog]

Increasing long term debt is a sure way to find non toxic funding. Especially if it's for something they already own.
That's sticking it to shareholders the right way huh?
Add the 2 sales together and plug in the interest charges.


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Effective December 28, 2015, we executed a Patent Purchase Agreement (the “Purchase Agreement”), with Advanomics Corporation, Montreal, Canada (“Advanomics”), pursuant to which we acquired all of the right, title and interest in and to all of the remaining worldwide patent rights (Patent Numbers PCT/FR2007/000697 and PCT/CA2014/000029) (the “Patents”) for our anticancer compound, Adva-27a. In October 2015, we had previously acquired all of the US Patent rights from Advanomics, so as a result of this transaction we now own all of the relevant patent rights throughout the world for Adva-27a. The Purchase Agreement provides us with direct ownership of the Patents,


The purchase price paid by us for these patent rights was $12,822,499, which will be paid pursuant to the terms of a secured promissory note, with quarterly payments of principal and interest beginning in March 2016 and continuing each consecutive calendar quarter thereafter through December 2020. Advanomics has been granted a security interest in the Patents.

http://www.sec.gov/Archives/edgar/data/1402328/000135448815005669/sbfm_8k.htm



Section 2.2 Purchase Price. The purchase price to be paid by Purchaser to Seller for the Assigned Patents is Twelve Million Eight Hundred Twenty Two Thousand Four Hundred Ninety Nine US Dollars ($12,822,499) (the “Purchase Price”), which shall be paid pursuant to the terms of that certain Secured Promissory Note (the “Note”). The Note and the applicable Security Agreement (the “Security Agreement”) are attached hereto and incorporated herein as if set forth as Exhibit “B-1” and “B-2.

Patent Title: NOVEL GEM-DIFLUORINATED C-GLYCOSIDE COMPOUNDS DERIVED FROM PODOPHYLLOTOXIN, THEIR PREPARATION AND THEIR APPLICATIONS




Owner: Advanomics Corporation





Patent Title: NOVEL GEM-DIFLUORINATED C-GLYCOSIDE COMPOUNDS AS ANTI-CANCER AGENTS




Owner: Advanomics Corporation






PCT Application: PCT/CA2014/000029




Priority Date: 14-Jan-2013




Countries Issued: None




Countries Pending: USA

Canada

Europe

India

China

Japan

Korea
Exhibit B-1



SECURED PROMISSORY NOTE




$12,822,499.00 December 28, 2015
Montreal, Quebec, Canada



FOR VALUE RECEIVED, the undersigned, SUNSHINE BIOPHARMA, INC., a Colorado corporation with its principal place of business located at 469 Jean-Talon West, 3rd Floor, Montreal, Quebec, Canada, H3N 1R4 (the “Maker”) hereby promises to pay to the order of Advanomics Corporation, a Canadian corporation (the “Payee”), at such place or places as Payee may designate in writing, the principal sum of Twelve Million Eight Hundred Twenty Two Thousand Four Hundred Ninety Nine U.S. Dollars and no/100 ($12,822,499.00). Interest shall accrue on all unpaid principal balances due hereunder at the rate of two percent (2%) per annum (my note: goes to 12% and accelerated if defaulted), payable as follows:




Quarterly installments of Seventy Thousand Dollars ($70,000.00) per payment shall be due and payable on or before the end of each calendar quarter, with the first payment being due and payable on or before March 31, 2016.
http://www.sec.gov/Archives/edgar/data/1402328/000135448815005669/sbfm_ex109.htm

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WHEREAS, Seller is the owner of U.S. Patent No. 8,236,935 (the “Assigned Patent”);




Section 2.2 Purchase Price. The purchase price to be paid by Purchaser to Seller for the Assigned Patent is Four Million Three Hundred and Twenty Thousand U.S. Dollars ($4,320,000) (the “Purchase Price”), which shall be payable in Twelve (12) equal annual installments of Three Hundred Sixty Thousand Dollars ($360,000.00) per payment due and payable on or before December 31 of each calendar year, with the first payment being due and payable on or before December 31, 2016. This obligation shall be memorialized in that certain Secured Promissory Note in the principal amount of the Purchase Price (“Promissory Note”), a copy of which together with a copy of the pertinent Security Agreement (“Security Agreement”) are attached hereto and incorporated herein as Exhibit “A-1” and “A-2”.

http://www.sec.gov/Archives/edgar/data/1402328/000135448815004592/sbfm_ex109.htm

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Keeping these notes handy as well...


Intellectual Property


We hold the exclusive rights to Adva-27a in the United States. We received this license from Advanomics Corporation which owns the international patent applications filed on April 27, 2007 (PCT/FR2007/000697). These patent applications, which are now issued in Europe and the United States (US 8,236,935) and are still pending elsewhere around the world, were originally owned by Institut National des Sciences Appliquées de Rouen (France) and have recently been purchased by Advanomics. On January 14, 2013, Advanomics filed a new patent application covering Adva-27a manufacturing processes as well as new Adva-27a derivatives and compositions.

http://www.sec.gov/Archives/edgar/data/1402328/000135448813002516/sbfm_10q.htm

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And this is still in the wind as well...

Offer to exchange 56,839,061 Common Shares
for 56,839,061 Common Shares of
Sunshine Biopharma Inc., a Canadian corporation,
that have been registered under the Securities Act of 1933


We have filed a registration statement on Form S-4, of which this Prospectus is a part, to register the issuance of Common Stock that is to be delivered to our shareholders by a to-be-formed Canadian corporation upon the completion of a redomestication of our Company, Sunshine Biopharma, Inc., a Colorado corporation. We are proposing to change our jurisdiction of incorporation from Colorado to Delaware, then to the Canadian federal jurisdiction under the Canada Business Corporations Act (the “CBCA”) through a process known as a continuation under Delaware and Canada corporate law (the “Continuation” or the “Continuance”). In order to give effect to the Continuation, our Board of Directors has adopted a plan of merger under the Colorado Revised Statutes (the “Plan of Merger”) to reincorporate our Company into a Delaware corporation in order to take advantage of the laws of the State of Delaware authorizing a continuation, and simultaneous therewith, to file a Certificate of Transfer with the Delaware Secretary of State to continue our existence as a Canadian corporation.

2013-09-16 S-4
http://www.sec.gov/Archives/edgar/data/1402328/000135448813005834/sbfm_s4.htm

form 14 2013-08-06
http://www.sec.gov/Archives/edgar/data/1402328/000135448813005255/sbfm_pre14c.htm

RCMP Canada.
http://www.rcmp.gc.ca/en

SEC Complaint process
https://denebleo.sec.gov/TCRExternal/index.xhtml
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I'm sure this was previously posted and I just missed it, but can anyone with some experience in this area please speculate as to what sort of financing a company can expect to get in these circumstances? Is major dilution our only hope?

They have a lot of debt (relative to their size) and little cash, and need a lot more cash to get to Phase I. Where does that leave us? I was hoping a rise in the market value of the company would provide them with better access to financing, but now we're back at a penny.

The last funding deal actually had a caveat to it, maintain a certain price and the get a small discount, fall below it and they get around a 90% discount. I'll have to check that filing again. But I'd be surprised if they can find a non toxic financing deal at this point. I speculate Slilaty is aiming for more grant funding but may not be eligible till he follows through with moving this entity through Delaware to Canada. See what happens. No deals with anyone reputable (non toxic) until he actually gets cleared to start phase 1. And a LOT of damage control between then and now.


All imo.