Current Report Filing (8-k)
February 25 2022 - 8:02AM
Edgar (US Regulatory)
0001402328
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0001402328
2022-02-18
2022-02-18
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iso4217:USD
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
8-K
Current Report Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 18, 2022
SUNSHINE
BIOPHARMA, INC.
(Exact name of small business issuer as specified
in its charter)
| Colorado |
000-52898 |
20-5566275 |
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer ID No.) |
6500 Trans-Canada Highway
4th Floor
Pointe-Claire, Quebec, Canada H9R0A5
(Address of principal executive offices)
(514) 426-6161
(Issuer’s Telephone Number)
Securities
registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
| N/A |
N/A |
N/A |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. |
Entry into a Material Definitive Agreement. |
On February 18, 2022, Sunshine Biopharma, Inc.
(the “Company”) entered into a research agreement with the Arizona Board of Regents on behalf of the University of Arizona
(the “University”). Pursuant to the research agreement, the University agreed to use reasonable efforts to perform a research
project focused on determining the in vivo safety, pharmacokinetics, and dose selection properties of three University owned PLpro inhibitors,
followed by efficacy testing in mice infected with SARS-CoV-2, in consideration for certain milestone payments to be made by the Company.
Under the agreement, the University granted the Company a first option to negotiate for a commercial, royalty-bearing license for all
intellectual property invented or authored by University personnel under the research project. The agreement will expire upon completion
of the work specified therein, subject to the right of either party to terminate the agreement upon 90 days’ written notice, or
the right of the Company to terminate the agreement upon 30 days’ written notice if the Company determines that the research results
do not favorably support the development of a commercially viable drug.
The foregoing description of the research agreement
is qualified by reference to the full text of the agreement which is filed as an exhibit to this report.
In connection with the closing of the Company’s
public offering, and consistent with the disclosure therein, on February 22, 2022, the Company redeemed 990,000 shares of Series B Preferred
Stock held by the Company’s chief executive officer, Dr. Steve N. Slilaty, for a redemption price equal to the stated value of $0.10
per share.
On February 25, 2022, the Company issued a press
release regarding the research agreement. A copy of the press release is attached as Exhibit 99.1 hereto.
| Item 9.01 |
Financial Statements and Exhibits |
(b) Exhibits. The following exhibits are included
in this report:
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: February 25, 2022 |
SUNSHINE BIOPHARMA, INC. |
| |
(Registrant) |
| |
|
| |
By: /s/ Dr. Steve N. Slilaty |
| |
Dr. Steve N. Slilaty, Chief Executive Officer |
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