Replies to post #27632 on Sunshine Biopharma Inc (SBFM)

[dranesthesia1]

Agree

[VortMax]

Here is the article talking $160M value here:

https://www.accesswire.com/viewarticle.aspx?id=407878

Drug looks good in 2013, need to find a facility who can produce it in mass quantity so in 2013 they try Garmen Labs. Didn't work. By 2014 they ink a deal with Lonza to try. They succeed in August 2015. 2KG sample needed for IND filing and Phase 1 to be delivered in Q1 of 2016.

Basically, its hard to take a drug you create and have a third party create a master drug file and use their machinery to produce the drug in large scale. SBFM is finally at the point where it could have been in 2013, thus, the potential for $160M+ market cap.

[BooDog]

$17,142,499 debt conversion.
Montreal, Quebec -- (MARKETWIRE) -- Sunshine Biopharma Inc. (OTCQB: SBFM), a pharmaceutical company focused on the research, development and commercialization of drugs for the treatment of various forms of cancer, announced today that it has executed amendments to the patent purchase agreements through which it had acquired all of the worldwide patents and rights to its Adva-27a anticancer compound. The original patent purchase agreements had debt obligations of $17,142,499, including annual and quarterly payments totaling $640,000. The executed amendments reduce the purchase price of the patents, eliminate all cash payments obligations and replace the non-convertible notes totaling $17,142,499 with convertible notes that will automatically convert into an aggregate of 321,305,415 shares of Common Stock upon the Company increasing its authorized capital such that these Common shares can be issued.

http://sunshinebiopharma.com/press/SBFM_Acquisition_Amendment_PR.pdf

http://www.sec.gov/Archives/edgar/data/1402328/000165495416000160/0001654954-16-000160-index.htm

Item 1.01 Entry into a Material Definitive Agreement.



On March 14, 2016, we executed two Amendments (the “Amendments”) to agreements we had previously entered into with Advanomics Corporation, Montreal, Canada (“Advanomics”), to acquire all of the worldwide rights to various patents and patents pending to an anticancer drug known as “Adva-27a.” Previously, we had reported that effective December 28, 2015, we executed a Patent Purchase Agreement with Advanomics, pursuant to which we acquired all of the right, title and interest in and to all of the remaining worldwide rights to issued and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029 (the “Patents”) for Adva-27a. In October 2015, we had reported that we had executed a patent purchase agreement through which we acquired all of the rights to the US Patent from Advanomics. The aforesaid October and December agreements are hereinafter jointly referred to as the “Purchase Agreements.”



The aggregate consideration specified in the Purchase Agreements created debt obligations to us of $17,142,499, including annual and quarterly payments totaling $640,000. It was believed that purchase of the Patents would facilitate our ability to obtain the funding necessary to complete the development and Food and Drug Administration (“FDA”) approval process for Adva-27a. However, we now believe that the burdensome financial obligations imposed by the terms of the Purchase Agreements were not conducive to obtaining such financing, to the mutual detriment of both ourselves and Advanomics. The Amendments amend the purchase price of the Patents, eliminate all cash payments obligations and replace the non-convertible notes totaling $17,142,499 with convertible notes that will automatically convert into an aggregate of 321,305,415 shares of our Common Stock (representing approximately 59% of our issued and outstanding Common shares) once we successfully amend our Articles of Incorporation to increase our authorized capital of Common Stock to 3 billion.



The Amendments have an effective date of December 28, 2015, the date we signed the Purchase Agreement with Advanomics to acquire the worldwide patent rights to Adva-27a.



In addition to those arrangements we have previously disclosed, we are currently in discussions with several groups to provide us with the funding necessary to complete the development and FDA approval for Adva-27a. There are no assurances that we will be able to obtain this or any financing as a result of the adoption of the Amendments.



Certain members of our management, including Dr. Steve N. Slilaty, our President, CEO and a director and Camille Sebaaly, our Secretary and a director, hold similar positions with Advanomics. We believe that the terms of the Amendments are fair and reasonable and will result in a greater opportunity for Sunshine to obtain the funding necessary to complete the development and regulatory approval Adva-27a.



A copy of the Amendments, including the relevant Convertible Secured Promissory Notes, are attached to this report as exhibits.



Item 7.01 Regulation FD Disclosure



Our Press Release relating to the execution of the Amendments described above is attached as Exhibit 99.11 and is hereby incorporated.



Item 9.01 Financial Statements and Exhibits



(b) Exhibits. The following exhibits are included in this report:



No. Description



10.10 Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated October 8, 2015, including Secured Convertible Promissory Note.



10.11 Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2015, including Secured Convertible Promissory Note



99.11 Press Release announcing the terms of the Amendments.

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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Sunshine Biopharma, Inc. (SBFM) -Other OTC ?
14 Mar 2016
.0129

about 400% under the deals value.

312M shares is just a number that will be adjusted to make up the difference. Maybe 3B shares authorized will be enough, maybe not. If this continues to drop under sub 0...

IMO