39,215,687 Units, Each Unit Consisting of One Share of Common Stock or One Pre-Funded Warrant to Purchase One Share
of Common Stock, one-tenth of a Series A Warrant to Purchase one Share of Common Stock and two-tenths of a Series B Warrant to
Purchase one Share of Common Stock
11,764,706 Shares of Common Stock Underlying the Series A and Series B Warrants
Sunshine Biopharma, Inc. is offering, on a firm commitment, underwritten basis, 39,215,687 units (the “Units”), each Unit consisting of one share
of our common stock, $0.001 par value per share, one-tenth (1/10) of a Series A warrant (“Series A Warrant”) to purchase one share of common
stock and two-tenths (2/10) of a Series B warrant (“Series B Warrant”) to purchase one share of common stock, at an assumed public offering
price of $0.255 per Unit, which was the last reported sale price of our common stock on The Nasdaq Capital Market, or Nasdaq, on February 6,
2024.
The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. Each Series A Warrant offered hereby is
immediately exercisable on the date of issuance at an exercise price of $3.825 (assuming an offering price of $0.255 per Unit) per share of
common stock, or pursuant to alternate cashless exercise option, and will expire two-and-a-half years from the closing date of this public offering.
Each Series B Warrant offered hereby is immediately exercisable on the date of issuance at an exercise price of $4.335 (assuming an offering price
of $0.255 per Unit) per share of common stock, and will expire five years from the closing date of this public offering.
Under the alternate cashless exercise option of the Series A Warrants, beginning on the date of the Warrant Stockholder Approval (described
below), the holder of the Series A Warrant, has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number
of shares of common stock that would be issuable upon a cash exercise of the Series A Warrant and (y) 2.0. In addition, beginning on the date of
the Warrant Stockholder Approval, the Series A Warrants and Series B Warrants will contain a reset of the exercise price to a price equal to the
lesser of (i) the then exercise price and (ii) lowest volume weighted average price for the five trading days immediately preceding and immediately
following the date we effect a reverse stock split in the future with a proportionate adjustment to the number of shares underlying the Series A
Warrants and Series B Warrants. Finally, beginning on the date of the Warrant Stockholder Approval, with certain exceptions, the Series B
Warrants will provide for an adjustment to the exercise price and number of shares underlying the Series B Warrants upon our issuance of our
common stock or common stock equivalents at a price per share that is less than the exercise price of the Series B Warrant.
The alternate cashless exercise option included in the Series A Warrants and the other adjustment provisions described in the above paragraph
included in the Series A Warrants and Series B Warrants will be available only upon receipt of such stockholder approval as may be required by
the applicable rules and regulations of the Nasdaq Capital Market to permit the alternate cashless exercise of the Series A Warrants and the other
adjustment provisions described in the above paragraph included in the Series A Warrants and Series B Warrants (the “Warrant Stockholder
Approval”). In the event that we are unable to obtain the Warrant Stockholder Approval, the Series A Warrants will not be exercisable using the
alternate cashless exercise option and the other adjustment provisions described in the above paragraph included in the Series A Warrants and
Series B Warrants will not be effective, and therefore the Series A Warrants and Series B Warrants may have substantially less value. See the Risk
Factor on page 15 relating to the Series A Warrants and Series B Warrants and Warrant Stockholder Approval, and see the section entitled
“Warrant Stockholder Approval” on page 40 for additional details regarding the Warrant Stockholder Approval
AI
