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Sunshine Biopharma Inc.

For the period ended Mar 31, 2026. Filed May 13, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 13, 2026

SBFM$2.71-2.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001683168-25-008328

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-13.

0001683168-26-003819

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 54 previous paragraphs and 51 current paragraphs.

28 unchanged; 18 reworded; 5 added; 6 removed; 2 previous and 0 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

Our distribution agreements were terminated effective December 31, 2025, reducing the drugs we have on the market from 71 to 60.

Current report

On September 30, 2025, we received official trademark registration from the United States Patent and Trademark Office (Registration No. 7,963,385) for “Sunshine Biopharma Inc.” and Design.

Current report

On April 15, 2026, we received official trademark registration from the Canadian Intellectual Property Office of Canadian trademark registration (Registration No. LMC/TMA 1,402,862) for “Sunshine Biopharma Inc.” and Design.

Current report

General and administrative expenses during the three-month period ended March 31, 2026 were $3,576,587, compared to $4,026,176 during the three-month period ended March 31, 2025, a decrease of $449,589. The decrease was the net result of decreases in certain expense categories against modest increases in others. For example, while there was an increase in legal fees by $61,877 and salaries by $183,038, there was a decrease in accounting fees by $117,950, consulting fees by $222,139, marketing expenses by $148,138, office expenses by $54,270, and R&D by $183,038. Overall, we incurred a loss of $1,395,597 from our operations for the three months ended March 31, 2026, compared to a loss of $1,295,750 from our operations in the three-month period ended March 31, 2025.

Current report

In addition, we had a one-time payment of $103,320 in the three months ended March 31, 2026 which we did not have in the three months ended March 31, 2025. This amount was allocated to us as part of a settlement of a class-action lawsuit against BF Borgers CPA PC, our previous auditor whom we terminated in May 2024.
Removed paragraphs (6)

Previous report

Sold through distribution agreements in which we act as distributor

Previous report

General and administrative expenses during the three-month period ended September 30, 2025, were $4,160,153, compared to $3,972,504 during the three-month period ended September 30, 2024, an increase of $187,649. The expense categories that saw an increase were impairment of intangible assets ($554,650) resulting from the determination that certain product licenses could not be commercialized, accounting fees ($10,641), legal fees ($74,698), and office expenses ($84,327). These were offset by a decrease in consulting fees ($316,029), marketing expenses ($47,528), and salaries ($260,678). Overall, we incurred a loss of $1,086,613 from our operations for the three months ended September 30, 2025, compared to a loss of $1,106,353 from our operations in the three-month period ended September 30, 2024, largely unchanged.

Previous report

During the nine months ended September 30, 2025, we generated revenues of $27,728,750, compared to revenue of $25,279,291 for the nine months ended September 30, 2024, an increase of $2,449,459, or 9.7%. The increase is attributable to enhanced marketing efforts in 2025. The direct cost for generating these revenues was $18,501,918 for the nine months ended September 30, 2025 (66.7%), compared to $17,702,546 (70.0%) for the nine months ended September 30, 2024. The decrease in the cost of goods sold in 2025 was due to the procurement of better cost of finished products. Our gross profit increased by $1,650,087 from $7,576,745 for the nine months ended September 30, 2024, to $9,226,832 for the same period in 2025.

Previous report

General and administrative expenses during the nine-month period ended September 30, 2025, were $13,663,850, compared to $11,351,144 during the nine-month period ended September 30, 2024, an increase of $2,312,706. The significant increase was primarily attributable to a $1,616,459 impairment of intangible assets resulting from the determination that certain product licenses could not be commercialized. The other expense categories which contributed to this increase were consulting fees which increased by $684,536 due to fees paid in connection with warrant exercises, marketing fees which increased by $98,120, office expenses which increased by $143,174, and salaries which increased by $223,556 due to new hiring. These increases were offset to some extent by a decrease in accounting fees by $60,389, legal fees by $278,542, and R&D by $253,823. Overall, we incurred a loss of $4,437,018 from our operations in the nine-month period ended September 30, 2025, compared to a loss from operations of $3,774,399 in the similar period of 2024.

Previous report

As a result of the foregoing, we incurred a net loss of $3,834,425 ($0.98 per share) for the nine-month period ended September 30, 2025, compared to a net loss of $2,975,904 ($13,61 per share) for the nine-month period ended September 30, 2024.

Previous report

On October 14, 2025, we announced that our Board of Directors had allocated $5 million of our cash on hand for investment in Bitcoin. Upon further consideration and in light of recent volatility in Bitcoin, we determined that we will not proceed with this investment.
Reworded paragraphs (18)

Previous wording

We are a pharmaceutical company offering and researching life-saving medicines in a wide variety of therapeutic areas, including oncology and antivirals. We have two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation, through which we currently have 76 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc. (“Sunshine Canada”), a Canadian corporation through which we develop and sell OTC supplements.

Current wording

We are a pharmaceutical company offering and researching life-saving medicines in a wide variety of therapeutic areas, including oncology and antivirals. We have two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation, through which we currently have 60 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc. (“Sunshine Canada”), a Canadian corporation through which we develop and sell OTC supplements.

Previous wording

Generic drugs are pharmaceutically equivalent to the brand name drugs. They contain identical medicinal ingredients in the same amounts as the brands. Generic medications may have different non-medicinal ingredients than the brand name drugs, but the generic developer must show that these do not affect the safety, efficacy, or quality of the drug compared to the brand. When a generic drug company wants to sell a generic drug in Canada, it must file a generic drug submission with Health Canada. The submission is called an Abbreviated New Drug Submission (ANDS). The submission is reviewed by scientists and health care experts at Health Products and Food Branch (HPFB) of Health Canada. All generic drug submissions go through the same process as the brand name drug submissions. If the evaluation shows that the generic drug meets all regulatory requirements (including patent and data protection considerations), Health Canada will issue a Notice of Compliance (NOC) and a Drug Identification Number (DIN) to the applicant. The NOC and DIN signal the drug's official approval in Canada and permit the applicant to market the drug in Canada. Once a company obtains the NOC and DIN for a drug, then it begins the process with Pan-Canadian Pharmaceutical Alliance (pCPA) in order to have the drug listed on the provincial and territorial formularies and federal government drug benefit plans.

Current wording

Generic drugs are pharmaceutically equivalent to the brand name drugs. They contain identical medicinal ingredients in the same amounts as the brands. Generic medications, however, may have different non-medicinal ingredients than the brand name drugs, but the generic developer must show that these do not affect the safety, efficacy, or quality of the drug compared to the brand. When a generic drugs company wants to sell a generic drug in Canada, it must file a generic drug submission with Health Canada. The submission is called an Abbreviated New Drug Submission (ANDS). The submission is reviewed by scientists and health care experts at Health Products and Food Branch (HPFB) of Health Canada. All generic drug submissions go through the same process as the brand name drug submissions. If the evaluation shows that the generic drug meets all regulatory requirements (including patent and data protection considerations), Health Canada will issue a Notice of Compliance (NOC) and a Drug Identification Number (DIN) to the applicant. The NOC and DIN signal the drug's official approval in Canada and permit the applicant to market the drug in Canada. Once a company obtains the NOC and DIN for a drug, then it begins the process with Pan-Canadian Pharmaceutical Alliance (pCPA) to have the drug listed on the provincial and territorial formularies and federal government drug benefit plans.

Previous wording

In addition to the 76 drugs currently on the market, we have 12 additional drugs in our pipeline which we anticipate launching in 2026. These additional drugs will address various human health areas including cardiovascular, oncology, gastroenterology, central nervous system, diabetes, urology, endocrinology, anti-infective, and anti-inflammatory.

Current wording

In addition to the 60 drugs currently on the market, we have 22 additional drugs in our pipeline including 12 we anticipate launching during the remainder of 2026. These additional drugs will address various human health areas including cardiovascular, oncology, gastroenterology, central nervous system, diabetes, urology, endocrinology, anti-infective, and anti-inflammatory.

Previous wording

We believe the addition of these products to our existing portfolio will strengthen our presence in the Canadian $9.7 billion a year generic drug market (Research and Markets) and provide us with greater access to pharmacies as we become more of a go-to supplier for every-day and specialty medicines.

Current wording

We believe the addition of these products to our existing portfolio will strengthen our presence in the Canadian $11.2 billion a year generic drug market (IMARC Group) and provide us with greater access to pharmacies as we become more of a go-to supplier for every-day and specialty medicines.

Previous wording

In June 2021, we initiated a new research project in which we set out to determine if certain mRNA molecules can be used as anti-cancer agents. The data collected to date have shown that a selected group of mRNA molecules are capable of destroying cancer cells in vitro including multidrug resistant breast cancer cells (MCF-7/MDR), ovarian adenocarcinoma cells (OVCAR-3), and pancreatic cancer cells (SUIT-2). Studies using non-transformed (normal) human cells (HMEC cells) showed that these mRNA molecules had little cytotoxic side effects. These new mRNA molecules, bearing the laboratory name K1.1, were adapted for delivery into patients using a lipid nanoparticle (LNP) technology similar to the one employed in the COVID-19 mRNA vaccines. On April 20, 2022, we filed a provisional patent application in the United States covering our K1.1 mRNA molecules.

Current wording

In June 2021, we initiated a new research project in which we set out to determine if certain mRNA molecules can be used as anti-cancer agents. The data collected to date have shown that a selected group of mRNA molecules are capable of destroying cancer cells in vitro including multidrug resistant breast cancer cells (MCF-7/MDR), ovarian adenocarcinoma cells (OVCAR-3), and pancreatic cancer cells (SUIT-2). Studies using non-transformed (normal) human cells (HMEC cells) showed that these mRNA molecules had little cytotoxic side effects. These new mRNA molecules, bearing the laboratory name K1.1, were adapted for delivery into patients using a lipid nanoparticle (LNP) technology similar to the one employed in the COVID-19 mRNA vaccines. On April 20, 2022, we filed a provisional patent application in the United States covering our K1.1 mRNA molecules. The patent application was converted into a PCT Application on October 18, 2024 and published by the United States Patent and Trademark Office (“USPTO”) on September 4, 2025.

Previous wording

Our Anti-Coronavirus research effort has been focused on developing an inhibitor of PLpro and, on May 22, 2020, we filed a patent application in the United States covering composition subject matter pertaining to small molecules for inhibition of the Coronavirus PLpro as well as Mpro.

Current wording

Our Anti-Coronavirus research effort has been focused on developing an inhibitor of PLpro and, on May 22, 2020, we filed a provisional patent application in the United States covering composition subject matter pertaining to small molecules for inhibition of the Coronavirus PLpro as well as Mpro. Our provisional patent application, entitledInhibitors of Coronavirus Protease, was converted into a PCT patent application on April 30, 2021. On December 23, 2025, we received a Notice of Allowance from the USPTO for our PCT patent application. On May 7, 2026, we received an Issue Notification from the USPTO indicating that the patent will be issued on May 12, 2026. In addition, the Issue Notification confirms that the patent is eligible for an extension of 706 days and will therefore expire on April 6, 2043.

Previous wording

Our current lead compound was recently found to be active at sub micromolar concentrations against PLpro and exhibited antiviral activity in SRAS-CoV-2 infected cells as well as in cells infected with several different variants of concern. In addition, our compound had favorable pharmacokinetics properties in rodent species and exhibited preferred drug accumulation in the lungs over plasma. The compound was found to be orally active in a K18-human-ACE2 transgenic mouse model and to significantly reduce virus load in the lungs of infected animals in a dose-dependent manner without gross toxicities. In August 2024, we published these and other research results related to this project in the Journal of Medicinal Chemistry (J. Med. Chem. 2024, 67, 13681−13702). A copy of this article is available on our website at: www.sunshinebiopharma.com/scientific-publications. A new manuscript describing the latest research results on our lead compound is currently in preparation.

Current wording

Our current lead compound has been found to be active at sub micromolar concentrations against PLpro and exhibited antiviral activity in SRAS-CoV-2 infected cells as well as in cells infected with several different variants of concern. In addition, our compound had favorable pharmacokinetics properties in rodent species and exhibited preferred drug accumulation in the lungs over plasma. The compound was found to be orally active in a K18-human-ACE2 transgenic mouse model and to significantly reduce virus load in the lungs of infected animals in a dose-dependent manner without gross toxicities. In August 2024, we published these and other research results related to this project in the Journal of Medicinal Chemistry (J. Med. Chem. 2024, 67, 13681−13702). A copy of this article is available on our website at: www.sunshinebiopharma.com/scientific-publications. Additional research results on our lead compound have recently been submitted for publication in the Journal of Medicinal Chemistry and the research article has been peer-reviewed and is currently in press.

Previous wording

On May 22, 2020, we filed a provisional patent application in the United States for a new treatment for Coronavirus infections. Our patent application covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro, an enzyme that is essential for viral replication. The patent application has a priority date of May 22, 2020. On April 30, 2021, we filed a PCT application containing new research results and extending coverage to include the Coronavirus Papain-Like protease, PLpro. The priority date of May 22, 2020 has been maintained in the newly filed PCT application.

Current wording

On May 22, 2020, we filed a provisional patent application in the United States for a new treatment for Coronavirus infections. Our patent application, entitledInhibitors of Coronavirus Protease, covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro, an enzyme that is essential for viral replication. The patent application has a priority date of May 22, 2020. On April 30, 2021, we filed a PCT application containing new research results and extending coverage to include the Coronavirus Papain-Like protease, PLpro. The priority date of May 22, 2020 has been maintained in the newly filed PCT application. On December 23, 2025, we received a Notice of Allowance from the USPTO for our PCT patent application. On May 7, 2026, we received an Issue Notification from the USPTO indicating that the patent will be issued on May 12, 2026. In addition, the Issue Notification confirms that the patent is eligible for an extension of 706 days and will therefore expire on April 6, 2043.

Previous wording

On April 20, 2022, we filed a provisional patent application in the United States covering mRNA molecules capable of destroying cancer cells in vitro. The patent application contains composition and utility subject matter pertaining to the structure and sequence of the relevant mRNA molecules.

Current wording

On April 20, 2022, we filed a provisional patent application in the United States covering mRNA molecules capable of destroying cancer cells in vitro. The patent application contains composition and utility subject matter pertaining to the structure and sequence of the relevant mRNA molecules. The patent application was converted into a PCT Application on October 18, 2024 and published by the USPTO on September 4, 2025.

Previous wording

Our wholly owned subsidiary, Nora Pharma, owns over 200 DIN’s issued by Health Canada for prescription drugs currently on the market in Canada. These DIN’s were secured through in-licenses or cross-licenses from international manufacturers of generic pharmaceutical products. Nora Pharma also owns the rights to sell 10 generic prescription drugs in Canada through distribution agreements with various international partners under which Nora Pharma acts as distributor and receives a percentage of sales.

Current wording

Our wholly owned subsidiary, Nora Pharma, owns 200 DIN’s issued by Health Canada for prescription drugs currently on the market in Canada. These DIN’s were secured through in-licenses or cross-licenses from international manufacturers of generic pharmaceutical products. Nora Pharma also owns the rights to sell 10 generic prescription drugs in Canada through distribution agreements with various international partners under which Nora Pharma acts as distributor and receives a percentage of sales.

Previous wording

During the three months ended September 30, 2025, we generated $9,417,179 in sales, compared to $8,435,178 for the three months ended September 30, 2024, an increase of $982,001, or 11.6%. The direct cost for generating these sales was $6,343,639 (67.4%) for the three months ended September 30, 2025, compared to $5,569,027 (66.0%) for the three months ended September 30, 2024, an increase of 1.4% due to increased cost of finished products. Our gross profit for the three months ended September 30, 2025 was $3,073,540, compared to $2,866,151 for the three months ended September 30, 2024, an increase of $207,389.

Current wording

During the three months ended March 31, 2026, we generated $8,088,765 in sales, compared to $8,901,341 for the three months ended March 31, 2025, a decrease of $812,576 (9.1%). The decrease is largely a result of termination of our distribution agreements effective December 31, 2025. The direct cost for generating these sales was $5,907,775 (73.0%) for the three months ended March 31, 2026, compared to $6,170,915 (69.3%) for the three months ended March 31, 2025. Our gross profit for the three months ended March 31, 2026 was $2,180,990 (27.0%), compared to $2,730,426 (30.7%) for the three months ended March 31, 2025, a decrease of $549,436.

Previous wording

We had interest income of $223,434 during the nine months ended September 30, 2025, compared to interest income of $396,698 during the nine months ended September 30, 2024. The decrease was a result of having less cash on hand.

Current wording

We had interest income of $48,426 during the three months ended March 31, 2026, compared to interest income of $75,367 during the three months ended March 31, 2025, as a result of having less cash on hand.

Previous wording

As a result of the foregoing, we incurred a net loss of $883,820 ($0.19 per share) for the three months ended September 30, 2025, compared to a net loss of $1,197,803 ($0.94 per share) for the three-month period ended September 30, 2024, a 24.0% decrease.

Current wording

As a result, we incurred a net loss of $1,243,869 ($0.25 per share) for the three months ended March 31, 2026, compared to a net loss of $1,179,771 ($0.44 per share) for the three-month period ended March 31, 2025.

Previous wording

As of September 30, 2025, we had cash and cash equivalents of $9,306,438.

Current wording

As of March 31, 2026, we had cash and cash equivalents of $6,913,013.

Previous wording

Net cash used in operating activities was $3,715,067 during the nine months ended September 30, 2025, compared to $9,119,519 during the nine-month period ended September 30, 2024. The decrease was a result of reduced cash required for the operations of Nora Pharma.

Current wording

Net cash used in operating activities was $2,072,100 during the three months ended March 31, 2026, compared to $1,695,002 during the three-month period ended March 31, 2025. The increase was largely a result of an increase in Nora Pharma’s accounts receivable.

Previous wording

Cash flows used in investing activities were $786,097 for the nine months ended September 30, 2025, compared to $1,881,543 for the nine months ended September 30, 2024. The decrease was the result of less cash needed for the Nora Pharma operations.

Current wording

Cash flows used in investing activities were $104,518 for the three months ended March 31, 2026, compared to $212,017 for the three months ended March 31, 2025. The decrease was the result of fewer purchases of equipment and intangible assets (drug licenses) by Nora Pharma.

Previous wording

Cash flows provided by financing activities were $4,023,908 during the nine months ended September 30, 2025, compared to $7,323,370 during the nine months ended September 30, 2024. The decrease was primarily as a result of a smaller financing event completed during the nine months ended September 30, 2025, compared to an offering yielding net proceeds of $8,522,411 completed during the nine months ended September 30, 2024.

Current wording

Cash flows provided by financing activities were $0 during the three months ended March 31, 2026, compared to $355,297 during the three months ended March 31, 2025. The decrease was a result of no warrant exercises taking place during the three months ended March 31, 2026, compared to $355,297 in warrant exercises during the three months ended March 31, 2025.

Previous wording

We are currently generating revenue of approximately $9.4 million per quarter and incurring a quarterly deficit of approximately $1.0 million. In addition to increasing sales and streamlining operations to reduce expenses, we are currently focusing our attention on lowering our cost of goods sold from our current level of approximately 67% to approximately 60%. We believe these measures could bring us to breakeven and make us less dependent on the capital markets for financing, although there can be no assurances that we will be successful in achieving these reductions. We believe our existing cash on hand together with cash we generate from sales will be sufficient to fund our operations for the next 24 months. There is no assurance our estimates will be accurate. We have no committed sources of capital and we anticipate that we will need to raise additional capital in the future, including for further research and development activities and possibly clinical trials, as well as expansion of our generic pharmaceutical operations. Additional capital may not be available on terms acceptable to us, or at all.

Current wording

We are currently generating revenue of approximately $8 million per quarter and incurring a quarterly deficit of approximately $1.2 million. Our attention is currently focused on increasing sales and streamlining operations to reduce expenses. We believe these measures could bring us to breakeven and make us less dependent on the capital markets for financing. Our existing cash on hand together with cash we generate from sales will be sufficient to fund our operations for the next 17 months. There is no assurance our estimates will be accurate. We have no committed sources of capital and we anticipate that we will need to raise additional capital in the future for expansion of our generic pharmaceuticals sales operations and further research and development. Additional capital may not be available on terms acceptable to us, or at all.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

We had interest income of $75,352 during the three months ended September 30, 2025, compared to interest income of $108,614 during the three months ended September 30, 2024, as a result of changes in interest rates.

Previous report — wording carried elsewhere

Comparison of results of operations for the nine months ended September 30, 2025 and 2024