aibioSunshine Biopharma files for $7,000,000 unit offering, later priced at $0.55 per unit
Tickers SBFM
A preliminary prospectus dated October 2, 2026 set out a best efforts offering of units with Series D warrants. The deal was later priced to raise about $6.0 million before fees.
Key facts
- Company
- Sunshine Biopharma Inc. (NASDAQ: SBFM)
- News type
- Financings
- Primary source
- Sunshine Biopharma Inc. S-1 (2026-10-02)
Sunshine Biopharma Inc. (Nasdaq: SBFM) filed a Form S-1 on October 2, 2026 for a best-efforts public offering of up to $7,000,000 of common units. Each unit would consist of one share of common stock and two Series D warrants. The preliminary prospectus covered up to 10,180,337 units and assumed a price of $0.6876 per unit, which was the last reported sale price on October 1, 2026. The company, based in Fort Lauderdale, said the registration statement was declared effective on October 7, 2026.
The offering was then priced on October 8, 2026 at $0.55 per common unit, or $0.54999 per pre-funded unit, for 10,909,083 units. Purchasers who would otherwise own more than 4.99% of the stock, or 9.99% if they elect, could take pre-funded units instead. The company expects gross proceeds of about $6.0 million, or $5,999,995.10, before fees. The price is below the $0.6876 the S-1 had assumed.
Fees, warrants and share count
Aegis Capital Corp. is the exclusive placement agent, acting on a best-efforts basis with no minimum amount. Placement agent fees come to $419,999.66, which leaves $5,579,995.44 in proceeds before expenses. The company also agreed to pay a non-accountable expense allowance of 1% of gross proceeds and certain accountable expenses of Aegis. The release says Sichenzia Ross Ference Carmel LLP acts as counsel to the company and Kaufman & Canoles, P.C. acts as counsel to Aegis. The final prospectus adds that Hart & Hart, LLC of Denver passes on the validity of the securities and Sichenzia Ross on the enforceability of the warrants.
The Series D warrants have an initial exercise price of $0.66, which is 120% of the public offering price, and they run for five years from issuance. The prospectus estimates net proceeds of about $5.2 million after placement agent fees and offering expenses, to be used for general corporate purposes and working capital. Common shares outstanding were 4,310,301 before the offering and are shown as 15,219,383 after it.
A price that does not reconcile
The final prospectus contains two figures for the same day. It says the $0.55 price was based on the company's last reported sale price on October 9, 2026. Elsewhere it says that the last reported sale price on October 9, 2026 was $0.34 per share. The filing does not explain the gap.
Nasdaq listing risk
The prospectus says the stock has recently traded below the $1.00 minimum bid price, and that before a 10-for-1 reverse stock split effective June 1, 2026 it had also traded below that level. Because the company has carried out a reverse split within the past year, it faces an immediate delisting notice if it falls below the bid price rule for 30 consecutive business days, subject to a right to appeal. That exposure runs until June 2027.
The prospectus also describes a proposed $5 million market value of listed securities requirement. The SEC approved it on July 22, 2026, stayed that order on July 29, and on September 11, 2026 granted petitions seeking review.
The business and its recent numbers
Sunshine describes itself as a pharmaceutical company. Its Canadian subsidiary Nora Pharma has 71 generic prescription drugs on the market in Canada, and its development program includes K1.1 mRNA for liver cancer.
The annual report for 2025, filed April 3, 2026, gives revenue of $36.3 million, up from $34.9 million in 2024. The net loss widened to $6.0 million from $5.1 million. Cash used in operations fell to $5.3 million from $12.5 million, and research and development expense fell to $604,308 from $933,902. The company reported cash and cash equivalents of $13.7 million at June 30, 2026, in its quarterly report.
What the raise adds
The offering raises about $6.0 million gross for a company whose stock has traded below $1.00, and whose own prospectus quotes a sale price that does not match its offering price. The final prospectus shows 4,310,301 shares outstanding before the deal and 15,219,383 after it, a larger share count than the company had before the offering. The Series D warrants carry an initial exercise price of $0.66 and run five years.