{"url_path":"/sec/sbfmw/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1402328/0001683168-26-004116-index.html","accession_number":"0001683168-26-004116","cik":"0001402328","ticker":"SBFM","issuer_name":"Sunshine Biopharma Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1402328/0001683168-26-004116-index.html","primary_entity_key":"0001402328","primary_entity_name":"Sunshine Biopharma Inc."},"word_count":564,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive\nAgreement.**\n\n \n\nOn May 18, 2026, Sunshine\nBiopharma Inc. (the “Company”) entered into a placement agent agreement (the “Placement Agent Agreement”)\nwith Aegis Capital Corp. (the “Placement Agent”), in connection with a best efforts public offering (the “Offering”)\nof (A) 11,160,000 Common Units, with each Common Unit consisting of (i) one share (the “Shares”) of the Company’s common\nstock (“Common Stock”), and (ii) two Series C warrants (the “Series C Warrants”), each Series C Warrant exercisable\nfor one share of Common Stock; and (B) 840,000 Pre-Funded Units, each Pre-Funded Unit consisting of (i) one pre-funded warrant (the “Pre-Funded\nWarrants”) to purchase one share of Common Stock, and (ii) two Series C Warrants. The purchase price of each Common Unit was $0.50,\nand the purchase price of each Pre-Funded Unit was $0.49999. The Pre-Funded Warrants are immediately exercisable, have an exercise\nprice of $0.00001 and may be exercised at any time until all Pre-Funded Warrants are exercised in full.\n\n \n\nThe Series C Warrants are\nexercisable immediately upon issuance at an initial exercise price of $0.50 and will expire five years from the date of issuance. If the\nCompany effects any share split, share dividend, share combination, recapitalization or other similar transaction involving the Company’s\ncommon stock (a “Share Combination Event”), and the lowest volume weighted average price of the common stock during the period\ncommencing five consecutive trading days immediately preceding and ending five consecutive trading days immediately following the Share\nCombination Event is less than the then-effective exercise price of the Series C Warrants, then the exercise price will be reduced (but\nnot increased) to such lowest volume weighted average price, subject to a minimum exercise price of $0.25 (50% of the initial exercise\nprice), and the number of shares issuable upon exercise will increase so that the aggregate exercise price payable upon full exercise\nof the Series C Warrants after such adjustment equals the aggregate exercise price payable upon full exercise immediately prior to such\nadjustment. The Share Combination Event provision will be effective only upon receipt of such stockholder approval as may be required\nby the applicable rules and regulations of the Nasdaq Capital Market. The Series C Warrants will be subject to no more than one such adjustment\nupon a Share Combination Event.\n\n  \n\nThe\nOffering closed on May 19, 2026. The gross proceeds to the Company were approximately $6 million, before deducting placement agent fees\nand other expenses payable by the Company.\n\n \n\nThe\nOffering was made pursuant to an effective registration statement on Form S-1 (File No. 333-295800) and the preliminary prospectus\ncontained therein, which was filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 12, 2026,\nand declared effective on May 18, 2026. A final prospectus relating to the Offering was filed with the SEC on May 19, 2026.\n\n \n\nUnder the terms of the Placement\nAgent Agreement, the Placement Agent received a fee of 7% of the public offering price for the Offering and a non-accountable expense\nallowance of 2% of the public offering price. In addition, the Company reimbursed certain accountable expenses of the Placement Agent.\n\n  \n\nThe foregoing description\nof the Placement Agent Agreement, Pre-Funded Warrants, and Series C Warrants is not complete and is qualified in its entirety by reference\nto the full text of such agreements, copies of which are filed as exhibits to this report."}