COMMON STOCK PURCHASE WARRANT SUNSHINE BIOPHARMA, INC.Common Stock Purchase Warrant • February 9th, 2022 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [*], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SUNSHINE BIOPHARMA, INC., a Colorado corporation (the “Company”), up to [*] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2023 • Sunshine Biopharma, Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 12, 2023, between Sunshine Biopharma, Inc., a Colorado corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2023 • Sunshine Biopharma, Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 12, 2023, between Sunshine Biopharma, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SUNSHINE BIOPHARMA, INC.Pre-Funded Common Stock Purchase Warrant • February 9th, 2022 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from SUNSHINE BIOPHARMA, INC., a Colorado corporation (the “Company”), up to [*] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to recei
COMMON STOCK PURCHASE WARRANT SUNSHINE BIOPHARMA, INC.Common Stock Purchase Warrant • April 28th, 2022 • Sunshine Biopharma, Inc • Services-commercial physical & biological research
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 28, 2022 (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on April 28, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sunshine Biopharma, Inc., a Colorado corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2018 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • Nevada
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of September 10, 2018 (the “Execution Date”), is entered into by and between Sunshine Biopharma Inc., a Colorado corporation with its principal executive office at 6500 Trans-Canada Highway, 4th Floor, Pointe-Claire, Quebec, Canada H9R 0A5 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Jericho, NY 11753 (the “Investor”).
INVESTMENT AGREEMENTInvestment Agreement • April 28th, 2014 • Sunshine Biopharma, Inc • Services-management consulting services • Massachusetts
Pursuant to the Put given by SUNSHINE BIOPHARMA, INC. to Dutchess Opportunity Fund, II, LP on 20__, we are now submitting the amount of common shares for you to issue to Dutchess.
EQUITY FINANCING AGREEMENTEquity Financing Agreement • September 14th, 2018 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • Nevada
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of September 10, 2018 (the “Execution Date”), is entered into by and between Sunshine Biopharma, Inc., a Colorado corporation with its principal executive office at 6500 Trans-Canada Highway, 4th Floor, Pointe-Claire, Quebec, Canada H9R 0A5 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753 (the “Investor”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 9th, 2024 • Sunshine Biopharma, Inc • Pharmaceutical preparations
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of February __, 2024 (the “Issuance Date”) is between Sunshine Biopharma, Inc., a Colorado corporation (the “Company”), and Equiniti Trust Company (the “Warrant Agent”).
UNDERWRITING AGREEMENT February 13, 2024Underwriting Agreement • February 15th, 2024 • Sunshine Biopharma, Inc • Pharmaceutical preparations • New York
Sunshine Biopharma, Inc., a Colorado corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 71,428,571 of the Company’s units (each, a “Closing Unit”), with each Closing Unit consisting of either: (A) one (1) share of Common Stock, $0.001 par value per share (the “Closing Shares”) of the Company (the “Common Stock”) and one-tenth (1/10th) of a Series A warrant to purchase one (1) share of Common Stock at a per Share exercise price of $2.10 (representing 1500.0% of the per Closing Common Unit (as defined below) offering price; and two-tenths (2/10th) of a Series B warrant to purchase one (1) share of Common Stock at a per Share exercise price of $2.38 (representing 1700.0% of the per Closing Common Unit (as defined below) offering price (each, a “Closing Common Unit”); or (B) one pre-funded warrant (each, a “Pre-funded Warrant”) to purchase one (1) share o
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SUNSHINE BIOPHARMA, INC.Pre-Funded Common Stock Agreement • May 16th, 2023 • Sunshine Biopharma, Inc • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 15, 2023 (the “Issue Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sunshine Biopharma, Inc., a Colorado corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT SUNSHINE BIOPHARMA, INC.Common Stock Purchase Warrant • February 14th, 2022 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [*], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SUNSHINE BIOPHARMA, INC., a Colorado corporation (the “Company”), up to [*] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect
AEGIS CAPITAL CORP.Placement Agent Agreement • May 16th, 2023 • Sunshine Biopharma, Inc • Pharmaceutical preparations • New York
The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Sunshine Biopharma, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of units considered at the market under Nasdaq listing rules, with each unit consisting of one (1) share of common stock and two (2) warrants (“Warrants”), each to one (1) share of common stock exercisable at the Nasdaq at- the-market price of the common stock or consisting of one pre-funded warrant to purchase one (1) share of common stock and two (2) Warrants (collectively, the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company
UNITS Sunshine Biopharma, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2022 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • New York
The undersigned, Sunshine Biopharma, Inc., a corporation formed under the laws of the State of Colorado (collectively, with its Subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (“Aegis” or the “Underwriter”) on the terms and conditions set forth herein. The offering and sale of the Securities contemplated by this Agreement is referred to herein as the “Offering”.
COMMON STOCK PURCHASE WARRANT SUNSHINE BIOPHARMA, INC.Common Stock Purchase Warrant • May 16th, 2023 • Sunshine Biopharma, Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 16, 2023 (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on November 16, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sunshine Biopharma, Inc., a Colorado corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDUSTRY EXPRESS 2 SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • January 24th, 2022 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • Georgia
This Sponsored Research Agreement (“Agreement”) is between the University of Georgia Research Foundation, Inc., a Georgia non-profit corporation with principal offices in Athens, Georgia (“UGARF”), and Sunshine Biopharma, Inc., a Colorado corporation organized under the laws of the State of Colorado with a principal place of business located at 6500 Trans-Canada Highway, 4th Floor, Pointe-Claire, Quebec, Canada, H9R 0A5 (“Sponsor”). UGARF and Sponsor each may be referred to individually as a “Party” and/or collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2024 • Sunshine Biopharma Inc. • Pharmaceutical preparations
BETWEEN: SUNSHINE BIOPHARMA INC., a Colorado corporation having its principal place of business located at 333 Las Olas Way, CU4 Suite 433, Fort Lauderdale, FL 33301 (hereinafter referred to as the “COMPANY”);
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONShare Purchase Agreement • December 12th, 2022 • Sunshine Biopharma, Inc • Services-commercial physical & biological research
Effective October 20, 2022, Sunshine Biopharma, Inc. (“Sunshine” or the “Company”) entered into a Share Purchase Agreement with Nora Pharma Inc. (the “Nora Purchase Agreement”), wherein the Company acquired all of the issued and outstanding shares (the “Shares”) of Nora Pharma Inc. (“Nora”) from Mr. Malek Chamoun. The purchase price for the Shares was $30,000,000 CAD (approximately $21,900,000 USD). The purchase price included a cash payment of $20,000,000 CAD (approximately $14,600,000 USD), plus issuance of 3,700,000 shares of the Company’s Common Stock valued at $5,000,000 CAD (approximately $3,650,000 USD), plus an earn-out amount of $5,000,000 CAD (approximately $3,650,000 USD) payable to Mr. Chamoun, once earned, in a maximum of twenty (20) payments of $250,000 CAD for every $1,000,000 CAD increase in gross sales (as defined in the Nora Purchase Agreement) above Nora’s June 30, 2022 gross sales, provided that his employment with the Company is not terminated pursuant to the Compa
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2022 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • Colorado
This EMPLOYMENT AGREEMENT (this "Agreement") is entered into on April 8, 2022 (the “Effective Date”), by and between Sunshine Biopharma, Inc. a Colorado corporation (the "Company"), and Dr. Steve N. Slilaty (the "Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2022 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • Quebec
This employment agreement (the “Contract”) is entered into as of the 20th day of October, 2022 in the city of Montréal by and between Nora Pharma Inc., a legal person duly constituted under the laws of the Province of Quebec, (the “Corporation”), Malek Chamoun, resident and domiciled at 1730 rue Saint-Patrick, apt. 601, Montréal, Quebec (the “Employee”)(the Corporation and the Employee together the “Parties”, and each a “Party”) and to which intervenes Sunshine Biopharma Inc. (the “Purchaser”).
SHARE PURCHASE AGREEMENT by and among Sunshine Biopharma Inc. and Malek Chamoun and Nora Pharma Inc. Dated as of October 20, 2022.Share Purchase Agreement • October 20th, 2022 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • Quebec
PATENT PURCHASE AGREEMENT By and Between SUNSHINE BIOPHARMA, INC. And ADVANOMICS CORPORATION Dated as of December 28, 2015Patent Purchase Agreement • December 28th, 2015 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • Quebec
THIS PATENT PURCHASE AGREEMENT (the “Agreement”), dated as of December 28, 2015 (the “Effective Date”), is made by and between Sunshine Biopharma, Inc. a Colorado corporation (“Purchaser”), and Advanomics Corporation, a Canadian corporation (“Seller”), (collectively referred to herein as the “Parties” and individually as “Party”), who hereby agree as follows.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 19th, 2010 • Sunshine Biopharma, Inc • Services-management consulting services • Colorado
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made this 20th day of August, 2009, by and between Advanomics Corporation, a Canadian corporation (the “Licensor”), with its principal place of business at 6100 Royalmount Avenue, Montreal, Quebec, Canada, H4P 2R2, and Sunshine Biopharma, Inc., a Colorado corporation (“the Licensee”), with its principal place of business at 12835 E. Arapahoe Road, Tower 1, Penthouse #805, Englewood, CO 80112, who hereby agree as follows:
SHARE EXCHANGE AGREEMENT BY AND AMONG MOUNTAIN WEST BUSINESS SOLUTIONS, INC. SUNSHINE BIOPHARMA, INC. AND THE SHAREHOLDERS OF SUNSHINE BIOPHARMA, INC.Share Exchange Agreement • October 20th, 2009 • Mountain West Business Solutions, Inc • Services-management consulting services • Colorado
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of October 15, 2009, by and among MOUNTAIN WEST BUSINESS SOLUTIONS, INC. a Colorado corporation ("MWBS"), whose principal place of business is located at 9844 W Powers Circle, Littleton, Colorado 80123; SUNSHINE BIOPHARMA COLORADO, INC., a Colorado corporation ("Sunshine"), with its principal place of business located at 12835 E. Arapahoe Rd, Tower 1 Penthouse #805, Centennial, CO 80012 and the Shareholders of Sunshine (the “Shareholders”), who hereby agree as follows.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. EXCLUSIVE PATENT LICENSE AGREEMENT Tech Transfer Arizona...Exclusive Patent License Agreement • February 28th, 2023 • Sunshine Biopharma, Inc • Pharmaceutical preparations • Arizona
This Exclusive Patent License Agreement (“Agreement”) is effective on the date of the last authorized signature below (“EFFECTIVE DATE"), between Sunshine Biopharma, Inc. and its AFFILIATES (“LICENSEE”), having an address at 6500 Trans-Canada Highway, 4th Floor, Pointe-Claire, Quebec H9R 0A5, Canada, and the Arizona Board of Regents on behalf of the University of Arizona, an Arizona body corporate ("ARIZONA"). Now therefore, ARIZONA and LICENSEE (each individually, a “Party” and jointly the “Parties”) agree as follows:
January 17, 2014 Dr. Steve N. SlilatyLock-Up Agreement • January 31st, 2014 • Sunshine Biopharma, Inc • Services-management consulting services
AMENDMENT 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 19th, 2010 • Sunshine Biopharma, Inc • Services-management consulting services
THIS AMENDMENT 1 TO EXCLUSIVE LICENSE AGREEMENT (the “Amendment”) is made this 21st day of September 2009, by and between Advanomics Corporation, a Canadian corporation (the “Licensor”), with its principal place of business at 6100 Royalmount Avenue, Montreal, Quebec, Canada, H4P 2R2, and Sunshine Biopharma, Inc., a Colorado corporation (“the Licensee”), with its principal place of business at 12835 E. Arapahoe Road, Tower 1, Penthouse #805, Englewood, CO 80112, who hereby agree as follows:
AMENDMENT NO. 1 TO WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 20th, 2023 • Sunshine Biopharma, Inc • Pharmaceutical preparations
This Amendment No. 1 to Warrant Agent Agreement (this “Amendment”) dated this 18th day of October, 2023, by and among Sunshine Biopharma, Inc., a Colorado corporation (the “Company”) and Equiniti Trust Company (the “Warrant Agent”).
RESEARCH AGREEMENTResearch Agreement • February 10th, 2023 • Sunshine Biopharma, Inc • Pharmaceutical preparations
BETWEEN: Sunshine Biopharma Inc., a Nasdaq listed Colorado company (Ticker Symbol: "SBFM") having a place of business at 6500 Trans-Canada Highway, 4th Floor, Pointe-Claire, Quebec, Canada, H9R OA5, herein acting and represented by its duly authorized CEO, Dr. Steve N. Slilaty (hereinafter referred to as "SBFM");
PATENT PURCHASE AGREEMENT By and Between SUNSHINE BIOPHARMA, INC. And ADVANOMICS CORPORATION Dated as of October 8, 2015Patent Purchase Agreement • October 9th, 2015 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • Quebec
THIS PATENT PURCHASE AGREEMENT (the “Agreement”), dated as of October 8, 2015 (the “Effective Date”), is made by and between Sunshine Biopharma, Inc. a Colorado corporation (“Purchaser”), and Advanomics Corporation, a Canadian corporation (“Seller”), (collectively referred to herein as the “Parties” and individually as “Party”), who hereby agree as follows.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2024 • Sunshine Biopharma, Inc • Pharmaceutical preparations
This Securities Purchase Agreement (this “Agreement”) dated this 11th day of February, 2024, by and between Armistice Capital Master Fund Ltd. (the “Seller”) and Sunshine Biopharma, Inc. (the “Company”).
AMENDMENT NO. 1 TO PATENT PURCHASE AGREEMENT By and Between SUNSHINE BIOPHARMA, INC. And ADVANOMICS CORPORATION Dated as of March 14, 2016 AMENDMENT NO. 1 TO PATENT PURCHASE AGREEMENTPatent Purchase Agreement • March 14th, 2016 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • Colorado
THIS AMENDMENT NO. 1 TO PATENT PURCHASE AGREEMENT (“Amendment”), dated as of March 14, 2016, nun pro tunc December 28, 2015 (the “Effective Date”), is made by and between Sunshine Biopharma, Inc., a Colorado corporation (“Purchaser”), and Advanomics Corporation, a Canadian corporation (“Seller”), (collectively referred to herein as the “Parties” and individually as “Party”), who hereby agree as follows.
AMENDMENT NO. 1 TO PATENT PURCHASE AGREEMENT By and Between SUNSHINE BIOPHARMA, INC. And ADVANOMICS CORPORATION Dated as of March 14, 2016 AMENDMENT NO. 1 TO PATENT PURCHASE AGREEMENTPatent Purchase Agreement • March 14th, 2016 • Sunshine Biopharma, Inc • Services-commercial physical & biological research • Colorado
THIS AMENDMENT NO. 1 TO PATENT PURCHASE AGREEMENT (“Amendment”), dated as of March 14, 2016, nun pro tunc December 28, 2015 (the “Effective Date”), is made by and between Sunshine Biopharma, Inc., a Colorado corporation (“Purchaser”), and Advanomics Corporation, a Canadian corporation (“Seller”), (collectively referred to herein as the “Parties” and individually as “Party”), who hereby agree as follows.
AMENDMENT 2 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 27th, 2011 • Sunshine Biopharma, Inc • Services-management consulting services
THIS AMENDMENT 2 TO EXCLUSIVE LICENSE AGREEMENT (the “Amendment”) is made this 21st day of December 2011, by and between Advanomics Corporation, a Canadian corporation (the “Licensor”), with its principal place of business at 579 rue Lajeunesse, Laval, Quebec, Canada, H7X 3K4, and Sunshine Biopharma, Inc., a Colorado corporation (“the Licensee”), with its principal place of business at 2015 Peel Street, 5th Floor, Montreal, Quebec H3A 1T8, who hereby agree as follows:
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2024 • Sunshine Biopharma Inc. • Pharmaceutical preparations • Quebec
BETWEEN: SUNSHINE BIOPHARMA INC., a Colorado corporation having its principal place of business located at 333 Las Olas Way, CU4 Suite 433, Fort Lauderdale, FL 33301 (hereinafter referred to as the “COMPANY”);
