Sunshine Biopharma Inc (SBFM)

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https://sunshinebiopharma.com/wp-content/uploads/20240209_SBFM_S1-A1.pdf
We are also offering to each purchaser of Units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our
outstanding common stock immediately following the consummation of this offering, the opportunity to purchase Units consisting of one pre-
funded warrant (in lieu of one share of common stock, each a “Pre-Funded Warrant”), one-tenth (1/10) of a Series A Warrant and two-tenths
(2/10) of a Series B Warrant. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its
Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such
limit may be increased to up to 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise.
Each Pre-Funded Warrant will be exercisable for one share of common stock. The purchase price of each Unit including a Pre-Funded Warrant
will be equal to the price per Unit including one share of common stock, minus $0.001, and the remaining exercise price of each Pre-Funded
Warrant will equal $0.001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may
be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Unit including a Pre-Funded Warrant we sell (without
regard to any limitation on exercise set forth therein), the number of Units including a share of common stock we are offering will be decreased on
a one-for-one basis.
This prospectus also includes the shares of common stock issuable upon exercise of the Series A Warrants, Series B Warrants, and the Pre-Funded
Warrants.
The common stock and Pre-Funded Warrants can each be purchased in this offering only with the accompanying Series A Warrants and Series B
Warrants that are part of a Unit, but the components of the Units will be immediately separable and will be issued separately in this offering. See
“Description of Capital Stock” in this prospectus for more information.
Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “SBFM.” The last reported sale price of our common
stock on Nasdaq on February 6, 2024 was $0.255 per share. There is no established public trading market for the Series A Warrants, Series B
Warrants, or the 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. Without an active trading market, the liquidity of the Series A Warrants, Series B Warrants, and the
Pre-Funded Warrants will be limited.
The final public offering price of the Units will be determined through negotiation between us and the underwriter, based upon a number of
factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience
of our executive officers and the general condition of the securities markets at the time of this offering.
We have granted Aegis Capital Corp., as underwriter, an option, exercisable for 45 days from the closing date of this offering, to purchase up to
5,882,353 additional shares of common stock and/or Pre-Funded Warrants, representing 15% of the shares of common stock and/or Pre-Funded
Warrants sold in the offering, and/or up to 588,235 Series A Warrants, representing 15% of the Series A Warrants sold in the offering, and/or up to
1,176,470 Series B Warrants, representing 15% of the Series B Warrants sold in the offering. The underwriter may exercise the over-allotment
option with respect to shares of common stock only, Pre-Funded Warrants only, Series A Warrants only, Series B Warrants only, or any
combination thereof.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus for a discussion of
information that should be considered in connection with an investment in our securities.