SBFM Sunshine Biopharma Inc

On February 15, 2022, Sunshine Biopharma, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., who acted as the sole underwriter (the “Underwriter”), in a firm commitment underwritten public offering (the “Offering”) pursuant to which the Company agreed to sell to the Underwriter an aggregate of 1,882,353 units (each a “Unit”) for aggregate gross proceeds of $8 million, prior to deducting underwriting discounts, commissions and other estimated offering expenses. The price to the public in the Offering is $4.25 per Unit, before underwriting discounts and commissions. Each Unit consists of (i) one share of the Company’s common stock (the “Common Stock”); and (ii) two warrants to purchase one share each of Common Stock at an exercise price of $4.25 per whole share (the “Warrants”). The Common Stock and the Warrants comprising the Units will be immediately separable upon issuance and will be issued separately. The Warrants are exercisable immediately, have an exercise price of $4.25 per share and expire five years from the date of issuance. The Common Stock and Warrants were approved to list on the Nasdaq Capital Market under the symbols "SBFM" and “SBFMW” and began trading there on February 15, 2022.

The offering closed on February 17, 2022.

The Units were offered and sold to the public pursuant to the Company’s registration statement on Form S-1 (File No. 333-259394), initially filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) on September 9, 2021 and declared effective by the SEC on February 14, 2022.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Representative, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement and related “lock-up” agreements, the Company, each director and executive officer of the Company, and certain stockholders have agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Common Stock or securities convertible into Common Stock for a period of 180 days after February 15, 2022, the date of the final prospectus.

On February 17, 2022, the Company entered into a warrant agency agreement (the “Warrant Agency Agreement”) with Equiniti Trust Company (“Equiniti”), to serve as the Company’s warrant agent for the Warrants. Upon the closing the Warrants will be issued by Equiniti.

The foregoing description of the Underwriting Agreement, the Warrants and the Warrant Agency Agreement are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Warrant and the Warrant Agency Agreement, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.