Sunshine Biopharma Inc (SBFM)

[HoldWhatDoor]

Page 1 of the S-1: (these are the details of the offering)
"Common stock outstanding before the offering(1) 510,093,265 shares of common stock."


Page two of the S-1: (this is the reference note pertaining to the offering)

"(1) Based on shares of common stock outstanding on September 8, 2021 (unadjusted with respect to our contemplated future reverse split) and excludes:


· shares of common stock issuable upon conversion of a convertible note in the principal amount of $330,000 at a conversion price equal to the lower of $0.30 or a 35% discount to the market price;

· 9,114,049 shares of common stock issuable upon convertible notes in the aggregate outstanding principal amount of $3,204,215, at an average fixed conversion price of $0.35;

· shares of common stock issuable upon exercise of warrants that will be issued to investors in this offering; and

· 1,000,000 outstanding shares of Series B Preferred Stock, which are not convertible into common stock

(2) Based on assumed public offering price of $ per share."


The reverse split states that it excludes the $330k toxic note, 9,114,049 shares on an aggregate of $3,204,215 at fixed conversion price of $0.35 and the 1 million outstanding Series B Preferred Stock shares, which the company management holds.

This sounds a lot to me like the roughly $3.5 million RB capital funded them, plus the management shares of stock being excluded from the split. I'm no lawyer, but it does say these are excluded from the offering, as it says the common stock will be r/s and then it defines the common stock as excluding the aforementioned shares.

I think this is something to investigate further. There is a potential that retail shareholders are getting fleeced in all this.

Can anyone explain this?