UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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Item 1.01 Entry into a Material Definitive Agreement.
On March 4, 2024, Sunshine Biopharma, Inc. (the “Company”), agreed to sell, and the Company’s Chief Executive Officer and Chairman, Dr. Steve Slilaty, agreed to purchase 100,000 shares of the Company’s Series “B” Preferred Stock (the “Preferred Stock”) for cash consideration of $10,000 (the “Transaction”). Each share of the Preferred Stock is entitled to 1,000 votes per share. The Series B Preferred Stock is non-convertible, non-redeemable, non-retractable, and has superior liquidation rights to the common stock at $0.10 per share.
The issuance of the Preferred Stock pursuant to the Transaction is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemptions provided by Section 4(a)(2) of the Securities Act.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 4, 2024, Dr. Slilaty, as the holder of the majority of the voting power of the stockholders of the Company, approved by written consent to effect a reverse stock split of the Company’s common stock at a ratio up to 1-for-200. The reverse stock split is anticipated to be effectuated 20 days after the mailing of its definitive information statement (the preliminary form of which was filed with the Securities and Exchange Commission on March 5, 2024) to stockholders, to regain compliance with Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). There is no assurance the Company will regain compliance with the Minimum Bid Price Requirement.
As of March 4, 2024, Dr. Slilaty held approximately 57.4% of the total issued and outstanding shares of voting securities of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 6, 2024 | SUNSHINE BIOPHARMA, INC. |
| By: /s/ Dr. Steve N. Slilaty | |
| Name: Dr. Steve N. Slilaty | |
| Title: Chief Executive Officer |
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