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Sunshine Biopharma prices $6.0 million public offering of units and Series C warrants

Tickers SBFM

The reasonable best efforts offering of 12,000,000 common units at $0.50 per unit is expected to close on or about May 19, 2026, with Aegis Capital Corp. as exclusive placement agent.

Key facts

Company
Sunshine Biopharma Inc. (NASDAQ: SBFM)
News type
Financings
Primary source
Sunshine Biopharma Inc. 8-K (2026-05-19)
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Sunshine Biopharma Inc. (NASDAQ: SBFM) announced on May 18, 2026 that it had priced a public offering expected to bring the company gross proceeds of about $6.0 million, before placement agent fees and other offering expenses. The offering is made on a reasonable best efforts basis. The company furnished the press release in an 8-K filed May 19, 2026.

The offering terms

The offering consists of 12,000,000 Common Units, which are either a share of common stock or a pre-funded warrant, each paired with two Series C Warrants. Each Series C Warrant buys one share of common stock at an initial exercise price of $0.50. The public offering price is $0.50 per Common Unit, or $0.49999 per Pre-Funded Unit. The Pre-Funded Unit price equals the Common Unit price minus an exercise price of $0.00001 per share under the pre-funded warrants. The pre-funded warrants are immediately exercisable and may be exercised until they are exercised in full.

The Series C Warrants are exercisable immediately and expire five years after their initial issuance date. Their exercise price and the number of shares they can buy may be adjusted as described in the final prospectus. The company expects to use the net proceeds for general corporate purposes and working capital.

The offering is registered on a Form S-1, No. 333-295800. The company filed that registration statement with the SEC on May 12, 2026, and the SEC declared it effective on May 18, 2026. The offering is made only by means of a prospectus, and the final prospectus will be filed with the SEC once available.

Banks and advisors

Aegis Capital Corp. is the exclusive placement agent for the offering. Sichenzia Ross Ference Carmel LLP acts as counsel to the company, and Kaufman & Canoles, P.C. acts as counsel to Aegis Capital Corp. The press release names no underwriter other than Aegis.

What the company does

The press release describes Sunshine Biopharma as a pharmaceutical company that offers and develops life-saving medicines across oncology, antivirals and other therapeutic areas. It says the company currently markets 60 generic prescription drugs in Canada, with 12 additional launches planned for the remainder of 2026. The 10-K, filed April 3, 2026, lists 71 generic prescription drugs on the market in Canada, so the two documents give different counts for different dates.

The company runs two subsidiaries. Nora Pharma Inc. is a Canadian corporation that sells generic medicines in Canada, and Sunshine Biopharma Canada Inc. develops and sells OTC supplements. Nora Pharma obtains product rights through in-licensing and supply agreements, cross-licensing, and distribution agreements. The 10-K says the Health Canada approval process takes on average 12 months for in-licensed products and on average 45-60 days for cross-licensed products.

Financial position

The XBRL data in the 10-K show revenue of $36.3 million for the fiscal year ended December 31, 2025, compared with $34.9 million for 2024. Research and development expense was $604,308 in 2025 and $933,902 in 2024. The company reported a net loss of $6.0 million for 2025 and $5.1 million for 2024. Operating cash flow was negative $5.3 million in 2025 and negative $12.5 million in 2024.

Dilution and cost of the money

The company expects the offering to close on or about May 19, 2026, subject to customary closing conditions. The final prospectus is still to be filed with the SEC. A reasonable best efforts deal does not guarantee the full amount, and the $6.0 million is gross, before placement agent fees and other expenses. Every unit carries two Series C Warrants at the same $0.50 as the unit price, on top of the new shares or pre-funded warrants, so existing holders face dilution now and again if the warrants are exercised. The warrants' exercise price and share count can be adjusted under terms in the prospectus, which the release does not spell out.

The $6.0 million gross is about the size of the 2025 net loss of $6.0 million, and the release gives no cash balance after the 10-K. The company says it will use net proceeds for general corporate purposes and working capital; the 12 launches planned for the rest of 2026 are its own expectation.

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