Sunshine Biopharma Inc.

S-11 sunshine_s1.htm FORM S-1

Table of Contents

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SUNSHINE BIOPHARMA INC.

(Exact name of registrant as specified in its charter)

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

(954) 330-0684

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Dr. Steve N. Slilaty

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

(954) 330-0684

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

As soon as practicable after the effective date of this registration statement

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

$7,000,000

Up to 10,180,337 Common Units

Each Common Unit Consisting of One Share of Common Stock and Two Series D Warrants

Up to 10,180,337 Pre-Funded Units

Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to Purchase One Share of Common Stock and Two Series D Warrants

Up to 10,180,337 Shares of Common Stock Included in the Common Units

Up to 10,180,337 Pre-Funded Warrants Included in the Pre-Funded Units

Up to 20,360,674 Series D Warrants Included in the Common Units and Pre-Funded Units

Up to 10,180,337 Shares of Common Stock underlying the Pre-Funded Warrants

Up to 40,721,348 Shares of Common Stock underlying the Series D Warrants

Sunshine Biopharma Inc. is offering, on a best efforts basis, up to 10,180,337 common units (the “Common Units”), each Common Unit consisting of one share of our common stock, par value $0.001 per share, and two Series D Warrants, each Series D Warrant exercisable for one share of common stock.

The Series D Warrants will have an initial exercise price of $0.6876 per share (equal to 100% of the public offering price per Common Unit), subject to adjustment, and will be exercisable for a period of five years commencing upon issuance. “Description of Capital Stock—Series D Warrants Offered in this Offering.”

We are also offering to certain purchasers whose purchase of Common Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded units (the “Pre-Funded Units”), each Pre-Funded Unit consisting of one pre-funded warrant to purchase one share of common stock (the “Pre-Funded Warrants”), and two Series D Warrants. The purchase price of each Pre-Funded Unit will be equal to the price per Common Unit, minus $0.00001, and the exercise price of each Pre-Funded Warrant will be $0.00001 per share. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Unit we sell, the number of Common Units we are offering will decrease on a one-for-one basis.

This offering also relates to the shares of common stock issuable upon the exercise of the Pre-Funded Warrants and the Series D Warrants.

The Common Units and Pre-Funded Units will have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common stock or Pre-Funded Warrants and the Series D Warrants comprising the Common Units or the Pre-Funded Units, as applicable, are immediately separable and will be issued separately in this offering.

We have assumed a public offering price of $0.6876 per Common Unit (or $0.68759 per Pre-Funded Unit), based on the last reported sale price of our common stock on October 1, 2026. The actual public offering price will be determined between us, Aegis Capital Corp. (whom we refer to herein as “Aegis” or the “placement agent”) and the investors in the offering, and may be at a discount to the current market price of our common stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”), under the symbol “SBFM.” On October 1, 2026, the last reported sale price of our common stock was $0.6876 per share. We do not intend to apply for a listing of the Common Units, the Pre-Funded Units, the Pre-Funded Warrants, or the Series D Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants and the Series D Warrants will be limited.

The Common Units and Pre-Funded Units will be offered at a fixed price and are expected to be issued in a single closing. There is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close. However, notwithstanding the foregoing, the shares of our common stock underlying the Pre-Funded Warrants and the Series D Warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). We expect this offering to terminate not later than November 30, 2026 and we will deliver all securities to be issued in connection with this offering upon receipt of investor funds received by us. Accordingly, neither we nor the placement agent have made any arrangements to place investor funds in an escrow account or trust account.

We have engaged Aegis Capital Corp. to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. Because there is no minimum offering amount required as a condition to closing in this offering, the actual offering amount, placement agent’s fees and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts described throughout this prospectus. We have agreed to pay the placement agent the placement agent fees set forth in the table below and to provide certain other compensation to the placement agent. See “Plan of Distribution” for more information regarding these arrangements.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus to read about factors you should consider before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Delivery of the securities is expected to be made on or about , 2026.

Sole placement agent

Aegis Capital Corp.

The date of this prospectus is , 2026