UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer ID No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| The | ||
| The |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On October 8, 2026, Sunshine Biopharma Inc. (the “Company”) entered into a placement agent agreement (the “Placement Agent Agreement”) with Aegis Capital Corp. (the “Placement Agent”), in connection with a best efforts public offering (the “Offering”) of (A) 10,509,082 common units (the “Common Units”), each consisting of (i) one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) two Series D warrants (the “Series D Warrants”), each exercisable for one share of Common Stock; and (B) 400,000 pre-funded units (the “Pre-Funded Units”), each consisting of (i) one pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of Common Stock and (ii) two Series D Warrants. The purchase price of each Common Unit was $0.55, and the purchase price of each Pre-Funded Unit was $0.54999. The Pre-Funded Warrants are immediately exercisable, have an exercise price of $0.00001 and may be exercised at any time until all Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants were exercised in full prior to the closing of the Offering.
The Series D Warrants are exercisable immediately upon issuance at an initial exercise price of $0.66 per share (equal to 120% of the public offering price per Common Unit) and will expire five years from the date of issuance. If the Company effects any share split, share dividend, share combination, recapitalization or other similar transaction involving the Company’s common stock (a “Share Combination Event”), and the lowest volume weighted average price (“VWAP”) of the Common Stock during the period commencing five consecutive trading days immediately preceding and ending five consecutive trading days immediately following the Share Combination Event is less than the then-effective exercise price of the Series D Warrants, then the exercise price will be reduced (but not increased) to the greater of such lowest VWAP, and a minimum floor price of $0.275 (50% of the public offering price per Common Unit), and the number of shares issuable upon exercise will increase so that the aggregate exercise price payable upon full exercise of the Series D Warrants after such adjustment equals the aggregate exercise price payable upon full exercise immediately prior to such adjustment. The Share Combination Event provision will be effective only upon receipt of such stockholder approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market. The Series D Warrants will be subject to no more than one such adjustment upon a Share Combination Event.
The Offering closed on October 9, 2026. The gross proceeds to the Company were approximately $6 million, before deducting placement agent fees and other expenses payable by the Company.
The Offering was made pursuant to an effective registration statement on Form S-1 (File No. 333-299274) and the preliminary prospectus contained therein, which was filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 2, 2026 and declared effective on October 7, 2026. A final prospectus relating to the Offering was filed with the SEC on October 9, 2026.
Under the terms of the Placement Agent Agreement, the Placement Agent received a fee of 7% of the public offering price for the Offering and a non-accountable expense allowance of 1% of the public offering price. In addition, the Company reimbursed certain accountable expenses of the Placement Agent.
The foregoing description of the Placement Agent Agreement, Pre-Funded Warrants, and Series D Warrants is not complete and is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this report.
| 2 |
Item 8.01. Other Events.
On October 8, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this report.
On October 9, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is filed as Exhibit 99.2 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Placement Agent Agreement | |
| 10.2 | Form of Pre-Funded Warrant | |
| 10.3 | Form of Series D Warrant | |
| 99.1 | Press Release, dated October 8, 2026 | |
| 99.2 | Press Release dated October 9, 2026 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 9, 2026 | SUNSHINE BIOPHARMA INC. |
| By: /s/ Dr. Steve N. Slilaty | |
Name: Dr. Steve N. Slilaty Title: Chief Executive Officer |
| 4 |