Filed pursuant to Rule 424(b)(3)
Under the Securities Act of 1933, as amended
Registration No. 333-264830
Pursuant to this prospectus, the selling stockholders identified herein are offering on a resale basis an aggregate of 14,588,535 shares of common stock, par value $0.001 per share, of Sunshine Biopharma, Inc., of which (i) 2,472,820 shares are issued and outstanding, (ii) 2,390,025 shares are issuable upon exercise of pre-funded warrants, or the Pre-Funded Warrants, each exercisable into one share of common stock at an exercise price per share of $0.001, without expiration, and (iii) 9,725,690 shares are issuable upon exercise of common warrants, or the Common Warrants, each exercisable into one share of common stock at an exercise price per share of $3.76, expiring on April 28, 2027. We refer to the Pre-Funded Warrants and the Common Warrants, collectively, as the Private Placement Warrants. The outstanding shares of common stock and the Private Placement Warrants were issued to the selling stockholders in connection with a private placement we completed on April 28, 2022, or the Private Placement. We will not receive any of the proceeds from the sale by the selling stockholders of the common stock. Upon any exercise of the Private Placement Warrants by payment of cash, however, we will receive the exercise price of the Private Placement Warrants (less a 5% fee to be paid to the placement agent for the Private Placement).
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