Sunshine Biopharma files S-1 for shares tied to Series B warrants

Sunshine Biopharma Inc. filed a Form S-1 with the SEC on August 28, 2026 covering 25,477,133 shares of common stock. The shares are issuable upon exercise of outstanding Series B Warrants issued in the company's public offering that closed on February 15, 2024, carrying a current exercise price of $1.2202 and expiring February 15, 2029.¹

There are currently 25,477,133 Series B Warrants outstanding at that exercise price, subject to further adjustment.¹ The registration statement's purpose is to limit the warrants to cash-only exercise once it takes effect. Absent an effective registration, holders may exercise the Series B Warrants through a cashless exercise, receiving a net number of shares under a formula set out in the warrant.¹

The company's stock trades on Nasdaq under "SBFM," and the last reported sale price on August 27, 2026 was $1.27 per share.¹ If all warrants are exercised for cash, the company said it would receive net proceeds of approximately $31 million¹, to be used for general corporate purposes, including working capital.¹

The filing also flags Nasdaq listing risk. Nasdaq Rule 5500(a)(2) requires a minimum bid price of at least $1.00, and prior to the company's 10-for-1 reverse stock split effective June 1, 2026, its stock had recently traded below that threshold.¹ Because of that reverse split, the company remains subject until June 2027 to an immediate delisting notice if it falls out of bid-price compliance for 30 consecutive business days.¹ Separately, the SEC approved a Nasdaq rule change on July 22, 2026 adding a $5 million market-value-of-listed-securities requirement, then stayed that order on July 29, 2026 pending review, and the company said it does not currently meet the proposed threshold.¹

The company also disclosed 29,512,762 total outstanding warrants as of the date of the prospectus, subject to adjustment.¹