SBFMW Sunshine Biopharma Inc

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

SUNSHINE BIOPHARMA INC.

 

(Exact name of registrant as specified in its charter)

 

Colorado		8731		20-5566275
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

333 Las Olas Way

CU4 Suite 433

Fort Lauderdale, FL 33301

(954) 515-0810

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

 

Dr. Steve N. Slilaty

333 Las Olas Way

CU4 Suite 433

Fort Lauderdale, FL 33301

(954) 515-0810

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Gregory Sichenzia, Esq.

Jeff Cahlon, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31^st Floor

New York, NY 10036

(212) 930-9700

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			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 7(a)(2)(B) of the Securities Act. ☐

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

 

 

 

The information in this prospectus is not complete and may be changed. We may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell the securities described herein and we are not soliciting offers to buy such securities in any state where such offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JANUARY 6, 2025

 

PROSPECTUS

 

 

SUNSHINE BIOPHARMA INC.

 

$100,000,000

 

COMMON STOCK

PREFERRED STOCK

WARRANTS

RIGHTS

UNITS

 

We may from time to time, in one or more offerings at prices and on terms that we will determine at the time of each offering, sell common stock, preferred stock, warrants, rights, or a combination of these securities, or units, for an aggregate initial offering price of up to $100,000,000. This prospectus describes the general manner in which our securities may be offered using this prospectus. Each time we offer and sell securities, we will provide you with a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.

 

This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement.

 

Our common stock is listed on the Nasdaq Capital Market under the symbol “SBFM”. On January 3, 2025, the last reported sale price of our common stock was $3.46.

 

The aggregate market value of our outstanding common stock held by non-affiliates is approximately $9,363,836 based on 2,708,341 outstanding shares of common stock, of which 2,030 shares are held by affiliates, and a per share price of $3.46, which was the closing sale price of our common stock as quoted on the Nasdaq Capital Market on January 3, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on the registration statement of which this prospectus is a part with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. During the 12 calendar month period that ends on, and includes, the date of this prospectus, we have not offered and sold any of our securities pursuant to General Instruction I.B.6 of Form S-3.

 

The securities offered by this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 3, in addition to Risk Factors contained in the applicable prospectus supplement.

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is __, 2025

 

 

TABLE OF CONTENTS

 

	Page
ABOUT THIS PROSPECTUS	1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	2
ABOUT SUNSHINE BIOPHARMA INC.	3
RISK FACTORS	3
USE OF PROCEEDS	3
DESCRIPTION OF COMMON STOCK	4
DESCRIPTION OF PREFERRED STOCK	5
DESCRIPTION OF WARRANTS	7
DESCRIPTION OF RIGHTS	9
DESCRIPTION OF UNITS	10
PLAN OF DISTRIBUTION	11
AUDITED FINANCIAL STATEMENTS	F-1
LEGAL MATTERS	13
EXPERTS	13
WHERE YOU CAN FIND MORE INFORMATION	13
INFORMATION INCORPORATED BY REFERENCE	14

 

 

 

 

 

 

 

 

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or the SEC, using the “shelf” registration process. Under this shelf registration process, we may offer and sell, either individually or in combination, in one or more offerings, any of the securities described in this prospectus, for total gross proceeds of up to $100,000,000.

 

This prospectus provides you with a general description of the securities we may offer. Each time that we offer and sell securities under this prospectus, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

 

We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

As used in this prospectus and unless otherwise indicated, the terms “we,” “us,” “our,” “Sunshine Biopharma,” or the “Company” refer to Sunshine Biopharma Inc. and its wholly owned subsidiaries.

 

 

 

 

 

 

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus and the documents and information incorporated by reference in this prospectus include forward-looking statements. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue”, the negative of the terms or other comparable terminology. Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking statements.

 

These forward-looking statements reflect our management’s beliefs and views with respect to future events, are based on estimates and assumptions as of the date of this prospectus and are subject to risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in these forward-looking statements. We discuss many of these risks in greater detail in this prospectus under “Risk Factors” and in our most recent Annual Report on Form 10-K, as well as those described in the other documents we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any difference between actual results and those reflected in these statements, except as may be required under applicable law.

 

Moreover, new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

 

 

 

 

 

 

 

 

 

 

 

ABOUT SUNSHINE BIOPHARMA INC.

Overview

 

We are a pharmaceutical company offering and researching life-saving medicines in a wide variety of therapeutic areas, including oncology and antivirals. We operate two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation with a portfolio consisting of 63 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc. (“Sunshine Canada”), a Canadian corporation which develops and sells nonprescription over-the-counter (“OTC”) products.

 

In addition, we are conducting a proprietary drug development program which is comprised of (i) K1.1 mRNA targeted for liver cancer, (ii) SBFM-PL4, a PLpro protease inhibitor for SARS Coronavirus infections, and (iii) Adva-27a for pancreatic cancer. Development of Adva-27a has been paused pending further analysis of unfavorable in vitro results obtained in the second half of 2023.

 

RISK FACTORS

 

Investing in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and other factors described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated by reference into this prospectus.

 

Our business, affairs, prospects, assets, financial condition, results of operations, and cash flows could be materially and adversely affected by these risks. For more information about our SEC filings, please see “Where You Can Find More Information”.

 

USE OF PROCEEDS

 

Unless otherwise indicated in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus for general corporate purposes, including working capital.

 

 

 

 

 

 

 

DESCRIPTION OF COMMON STOCK

 

General

 

We are authorized to issue 3,000,000,000 shares of common stock, par value of $0.001 per share.

 

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the voting power of our stockholders for the election of directors can elect all of the directors. Holders of one-third of the voting power of the Company’s stockholders, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the voting power of the Company’s stockholders is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.

 

Holders of our common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no withdrawal provisions applicable to the Company’s common stock. 

 

Listing

 

Our common stock is listed on the Nasdaq Capital Market under the symbol “SBFM.”

  

  

 

 

 

 

 

 

 

 

 

DESCRIPTION OF PREFERRED STOCK

 

We are authorized to issue up to 30,000,000 shares of preferred stock, par value $0.10 per share, from time to time, in one or more series.

 

1,000,000 shares of our preferred stock are designated as Series B Preferred Stock.

 

Series B Preferred Stock

 

1,000,000 shares of our authorized preferred stock have been designated Series B Preferred Stock. 130,000 shares of Series B Preferred Stock are outstanding and held by our chief executive officer, Dr. Steve N. Slilaty.

 

The Series B Preferred Stock votes together with the common stock on all matters submitted to a vote of the Company’s stockholders. Each share of Series B Preferred Stock entitles the holder to 1,000 votes.

 

Upon any liquidation or dissolution of the Company, the Series B Preferred Stock will be entitled to a payment equal to the stated value of $0.10 per share, prior to any payments being made with respect to the common stock. The Series B Preferred Stock is not redeemable by the Company and is entitled to dividends when, as and if declared by the board of directors in its sole discretion.

 

Blank Check Preferred Stock

 

Our articles of incorporation authorize the issuance of 30,000,000 shares of preferred stock, par value $0.10 per share, in one or more series, subject to any limitations prescribed by law, without further vote or action by the stockholders. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

 

	·	A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include:
	·	the title and stated or par value of the preferred stock;
	·	the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;
	·	the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
	·	whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate;
	·	the provisions for a sinking fund, if any, for the preferred stock;

 

 

 

 

	·	any voting rights of the preferred stock;
	·	the provisions for redemption, if applicable, of the preferred stock;
	·	any listing of the preferred stock on any securities exchange;
	·	the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period;
	·	if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and
	·	any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.

 

The terms, if any, on which the preferred stock may be convertible into or exchangeable for our common stock will also be stated in the preferred stock prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option, and may include provisions pursuant to which the number of shares of our common stock to be received by the holders of preferred stock would be subject to adjustment.

 

 

 

 

 

 

 

 

DESCRIPTION OF WARRANTS

 

We may issue warrants for the purchase of preferred stock or common stock. Warrants may be issued independently or together with any preferred stock or common stock and may be attached to or separate from any offered securities. Each series of warrants may be issued under a separate warrant agreement to be entered into between a warrant agent specified in the agreement and us, or as individual warrant agreements to investors. The warrant agent will act solely as our agent in connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. This summary of some provisions of the warrants is not complete. You should refer to the warrant agreement, including the forms of warrant certificate representing the warrants, relating to the specific warrants being offered for the complete terms of the warrant agreement and the warrants. The warrant agreement, together with the terms of the warrant certificate and warrants, as applicable, will be filed with the SEC in connection with the offering of the specific warrants.

 

The applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:

 

	·	the title of the warrants;
	·	the aggregate number of the warrants;
	·	the price or prices at which the warrants will be issued;
	·	the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
	·	if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable;
	·	the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;
	·	any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
	·	the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased;
	·	the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
	·	the minimum or maximum amount of the warrants that may be exercised at any one time;

 

 

 

 

	·	information with respect to book-entry procedures, if any;
	·	if appropriate, a discussion of Federal income tax consequences; and
	·	any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

 

Warrants for the purchase of common stock or preferred stock will be offered and exercisable for U.S. dollars only.

 

Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. Warrants may be issued and held in electronic or book entry form and in such cases no physical warrant certificates will be issued.

 

Prior to the exercise of any warrants to purchase preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the common stock or preferred stock purchasable upon exercise, including in the case of warrants for the purchase of common stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon exercise.

 

 

 

 

 

 

 

 

DESCRIPTION OF RIGHTS

 

This section describes the general terms of the rights that we may offer and sell by this prospectus. This prospectus and any accompanying prospectus supplement will contain the material terms and conditions for each right. The accompanying prospectus supplement may add, update or change the terms and conditions of the rights as described in this prospectus.

 

The particular terms of each issue of rights, the rights agreement relating to the rights and the rights certificates representing rights will be described in the applicable prospectus supplement, including, as applicable:

 

	·	the title of the rights;
	·	the date of determining the stockholders entitled to the rights distribution;
	·	the title, aggregate number of shares of common stock or preferred stock purchasable upon exercise of the rights;
	·	the exercise price;
	·	the aggregate number of rights issued;
	·	the date, if any, on and after which the rights will be separately transferable;
	·	the date on which the right to exercise the rights will commence and the date on which the right will expire; and
	·	any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights.

 

 

 

 

DESCRIPTION OF UNITS

 

As specified in the applicable prospectus supplement, we may issue units consisting of shares of common stock, shares of preferred stock, warrants, rights or any combination of such securities.

 

The applicable prospectus supplement will specify the following terms of any units in respect of which this prospectus is being delivered:

 

	·	the terms of the units and of any of the common stock, preferred stock, warrants and rights comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
	·	a description of the terms of any unit agreement governing the units; and
	·	a description of the provisions for the payment, settlement, transfer or exchange of the units.

 

 

 

 

 

 

 

PLAN OF DISTRIBUTION

 

We may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates, (iii) through agents, or (iv) through a combination of any of these methods. The securities may be distributed at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices. The prospectus supplement will include the following information:

 

	·	the terms of the offering;
	·	the names of any underwriters or agents;
	·	the name or names of any managing underwriter or underwriters;
	·	the purchase price of the securities;
	·	any over-allotment options under which underwriters may purchase additional securities from us;
	·	the net proceeds from the sale of the securities;
	·	any delayed delivery arrangements;
	·	any underwriting discounts, commissions and other items constituting underwriters’ compensation;
	·	any initial public offering price;
	·	any discounts or concessions allowed or reallowed or paid to dealers;
	·	any commissions paid to agents; and
	·	any securities exchange or market on which the securities may be listed.

 

Sale Through Underwriters or Dealers

 

Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.

 

If underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

 

If dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the dealers and the terms of the transaction.

 

 

 

 

Direct Sales and Sales Through Agents

 

We may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

  

We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.

 

Delayed Delivery Contracts

 

If the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.

 

Continuous Offering Program

 

Without limiting the generality of the foregoing, we may enter into a continuous offering program equity distribution agreement with a broker-dealer, under which we may offer and sell shares of our common stock from time to time through a broker-dealer as our sales agent. If we enter into such a program, sales of the shares of common stock, if any, will be made by means of ordinary brokers’ transactions on the Nasdaq Capital Market or other market on which are shares may then trade at market prices, block transactions and such other transactions as agreed upon by us and the broker-dealer. Under the terms of such a program, we also may sell shares of common stock to the broker-dealer, as principal for its own account at a price agreed upon at the time of sale. If we sell shares of common stock to such broker-dealer as principal, we will enter into a separate terms agreement with such broker-dealer, and we will describe this agreement in a separate prospectus supplement or pricing supplement.

 

Market Making, Stabilization, and Other Transactions

 

Unless the applicable prospectus supplement states otherwise, other than our common stock, all securities we offer under this prospectus will be a new issue and will have no established trading market. We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.

 

Any underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.

 

Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.

 

General Information

 

Agents, underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for us, in the ordinary course of business.

 

 

 

CONSOLIDATED FINANCIAL STATEMENTS

With Independent Accountant’s Audit Report

At December 31, 2023 and 2022

 

	Page
Independent Accountant’s Audit Report	F-2
Consolidated Balance Sheets	F-3
Consolidated Statement of Operations	F-4
Consolidated Statement of Cash Flows	F-5
Consolidated Statement of Shareholders’ Equity	F-6
Notes to Consolidated Financial Statements	F-7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Directors of

Sunshine Biopharma, Inc.

 

Opinion on the Financial Statements

 

We have audited the retrospective adjustments related to the reverse stock split discussed in Note 2, the accompanying consolidated balance sheets of Sunshine Biopharma, Inc. (the “Company”) as of December 31, 2023 and 2022. Additionally, we have audited the accompanying consolidated balance sheet of Sunshine Biopharma, Inc. as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

 

/s/ Bush & Associates CPA LLC

 

We have served as the Company’s auditor since 2024.

Henderson, Nevada

November 6, 2024

 

 

 

  

Sunshine Biopharma, Inc.

Consolidated Balance Sheets

 

		As of December 31,
		2023				2022
ASSETS
Current Assets:
Cash and cash equivalents		$	16,292,347			$	21,826,437
Accounts receivable			2,552,362				1,912,153
Inventory			5,734,755				3,289,945
Prepaid expenses			310,591				283,799
Total Current Assets			24,890,055				27,312,334
Property and equipment			365,868				394,249
Intangible assets			1,444,259				776,856
Right-of-use-asset			646,779				760,409
TOTAL ASSETS		$	27,346,961			$	29,243,848
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses		$	2,585,466			$	2,802,797
Earnout payable			2,547,831				3,632,000
Income tax payable			299,869				373,191
Right-of-use-liability			118,670				123,026
Total Current Liabilities			5,551,836				6,931,014
Long-Term Liabilities:
Deferred tax liability			48,729				43,032
Right-of-use-liability			539,035				642,232
Total Long-Term Liabilities			587,764				685,264
TOTAL LIABILITIES			6,139,600				7,616,278
SHAREHOLDERS' EQUITY
Preferred Stock Series B $0.10 par value per share; 1,000,000 shares authorized 10,000 shares issued and outstanding			1,000				1,000
Common Stock $0.001 par value per share; 3,000,000,000 shares authorized; 14,012 and 11,293 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively			14				11
Capital paid in excess of par value			84,415,900				80,864,326
Accumulated comprehensive income			696,105				161,847
Accumulated (Deficit)			(63,905,658	)			(59,399,614	)
TOTAL SHAREHOLDERS' EQUITY			21,207,361				21,627,570
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	27,346,961			$	29,243,848

 

See Accompanying Notes To These Financial Statements

 

 

 

Sunshine Biopharma, Inc.

Consolidated Statements of Operations and Comprehensive Loss

 

		Year Ended December 31,
		2023				2022
Sales		$	24,092,787			$	4,345,603
Cost of sales			15,753,616				2,649,028
Gross profit			8,339,171				1,696,575
General and Administrative Expenses:
Accounting			463,705				341,139
Consulting			850,173				842,894
Director fees			400,000				300,000
Goodwill impairment			–				18,326,719
Legal			512,199				550,117
Marketing			734,248				578,085
Office			2,142,355				796,007
Patent fees			14,108				15,148
R&D			1,855,830				811,858
Salaries			5,712,968				6,054,962
Taxes			289,737				55,233
Depreciation & amortization			149,147				25,163
Total General and Administrative Expenses			13,124,470				28,697,325
(Loss) From Operations			(4,785,299	)			(27,000,750	)
Other Income (Expense):
Foreign exchange (loss)			(245	)			(476	)
Interest income			811,974				518,650
Interest expense			(137,308	)			(39,412	)
Debt release			–				10,852
Total Other Income (Expense)			674,421				489,614
Net (loss) before income taxes			(4,110,878	)			(26,511,136	)
Provision for income taxes			395,166				233,304
Net (Loss			(4,506,044	)			(26,744,440	)
Foreign exchange translation			534,258				184,986
Comprehensive Income (Loss)		$	(3,971,786	)		$	(26,559,454	)
Basic and diluted (Loss) per common share		$	(351.36	)		$	(3,523.44	)
Weighted average common shares outstanding (basic & diluted)			12,825				7,590

 

See Accompanying Notes To These Financial Statements.

 

 

 

Sunshine Biopharma, Inc.

Consolidated Statements of Cash Flows

 

		Year Ended December 31,
		2023				2022
Cash Flows From Operating Activities:
Net (Loss)		$	(4,506,044	)		$	(26,744,440	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			149,147				25,163
Goodwill impairment			–				18,326,719
Foreign exchange			–				548
Debt release			–				(10,852	)
Accounts receivable			(594,141	)			(524,486	)
Inventory			(2,365,549	)			42,983
Prepaid expenses			(21,143	)			82,846
Accounts payable and accrued expenses			(1,364,134	)			3,359,141
Deferred tax liability			–				3,628
Income tax payable			(73,247	)			238,679
Interest payable			–				(48,287	)
Net Cash Flows (Used In) Operating Activities			(8,775,111	)			(5,248,358	)
Cash Flows From Investing Activities:
Reduction in Right-of-use asset			131,949				33,379
Nora Pharma acquisition			–				(14,346,637	)
Cash from Nora Pharma acquisition			–				(1,135	)
Purchase of intangible assets			(705,848	)			(111,015	)
Purchase of equipment			(82,251	)			(193,982	)
Net Cash Flows (Used In) Investing Activities			(656,150	)			(14,619,390	)
Cash Flows From Financing Activities:
Sale of common stock in private placements			4,089,218				30,367,185
Exercise of warrants			3,502				13,193,177
Purchase of treasury stock			(541,143	)			(99,000	)
Lease liability			(125,990	)			(31,924	)
Advances to Nora Pharma - pre acquisition			–				(2,064,331	)
Payments of notes payable			–				(1,900,000	)
Net Cash Flows Provided by Financing Activities			3,425,587				39,465,107
Cash and Cash Equivalents at Beginning of Period			21,826,437				2,045,167
Net increase (decrease) in cash and cash equivalents			(6,005,674	)			19,597,359
Effect of exchange rate changes on cash			(62,674	)			(1,075	)
Foreign currency translation adjustment			534,258				184,986
Cash and Cash Equivalents at End of Period		$	16,292,347			$	21,826,437
Supplementary Disclosure of Cash Flow Information:
Cash paid for interest		$	–			$	48,287
Stock issued for acquisition of Nora Pharma		$	–			$	4,514,000

 

See Accompanying Notes To These Financial Statements.

 

 

 

Sunshine Biopharma, Inc.

Consolidated Statements of Shareholders' Equity

 

		Number of Common Shares				Common				Capital Paid in Excess of Par				Number of Preferred Shares				Preferred				Compre- hensive				Accumulated
		Issued				Stock				Value				Issued				Stock				Income				Deficit				Total
Balance at December 31, 2021			1,296				1				32,789,974				1,000,000				100,000				(23,139	)			(32,655,174	)			211,662
Fractional shares issued for reverse stock split			2				–				–				–				–				–				–				–
Common stock and pre-funded warrants issued in public and private offerings, net of issuance costs			3,328				3				30,367,182				–				–				–				–				30,367,185
Exercise of warrants			4,817				5				13,193,172				–				–				–				–				13,193,177
Preferred stock purchased from related party			–				–				–				(990,000	)			(99,000	)			–				–				(99,000	)
Common stock issued as part of Nora Pharma acquisition			1,850				2				4,513,998				–				–				–				–				4,514,000
Net (loss)			–				–				–				–				–				184,986				(26,744,440	)			(26,559,454	)
Balance at December 31, 2022			11,293			$	11			$	80,864,326				10,000			$	1,000			$	161,847			$	(59,399,614	)			21,627,570
Repurchase of treasury stock			(257	)			–				(541,143	)			–				–				–				–				(541,143	)
Common stock and pre-funded warrants issued in a private offering net of expenses			1,225				1				4,089,217				–				–				–				–				4,089,218
Exercise of warrants			1,751				2				3,500				–				–				–				–				3,502
Net (loss)			–				–				–				–				–				534,258				(4,506,044	)			(3,971,786	)
Balance at December 31, 2023			14,012			$	14			$	84,415,900				10,000			$	1,000			$	696,105			$	(63,905,658	)			21,207,361

 

See Accompanying Notes To These Financial Statements.

 

 

 

Sunshine Biopharma, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

 

Note 1 – Description of Business

 

The Company was originally incorporated under the name Mountain West Business Solutions, Inc. on August 31, 2006, in the State of Colorado. Effective October 15, 2009, the Company acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition. Upon completion of the reverse acquisition transaction, the Company changed its name to Sunshine Biopharma, Inc. and began operating as a pharmaceutical company.

 

Sunshine Biopharma operates two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation with a portfolio of pharmaceutical products consisting of 52 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc. (“Sunshine Canada”), a Canadian corporation which develops and sells nonprescription over-the-counter (“OTC”) products.

 

The Company has determined that it has two reportable segments:

 

	•	Prescription Generic Pharmaceuticals (“Generic Pharmaceuticals”)
	•	Nonprescription Over-The-Counter Products (“OTC Products”)

 

Through December 31, 2023, sales from the Generic Pharmaceuticals segment represented approximately 97% of total revenues of the Company while the remaining approximately 3% was generated from the sale of OTC Products. Based on these results, the Company deems segmentation reporting to be immaterial at December 31, 2023.

 

The Company is not subject to material customer concentration risks as it sells its products directly to pharmacies in several Canadian Provinces. However, in Canada Provincial governments reimburse patients for their prescription drugs expenditures to various degrees under drug reimbursement programs, making generic drugs prices highly dependent on governmental policies which may change over time. The most recent negotiations between the pan-Canadian Pharmaceutical Alliance (“pCPA”) and the Canadian Generic Pharmaceutical Association have resulted in updated generic pricing for certain products which took effect on October 1, 2023. The updated prices are valid for three years and the agreement contains an option to extend for an additional two years. On February 29, 2024, the Canadian federal government tabled new drug reimbursement legislation, a bill known as PharmaCare which, if passed, would result in a single-payer program whereby the Canadian federal government would pay for the drugs sold in Canada rather than the Provinces.

 

In addition, the Company is engaged in the development of the following proprietary drugs:

 

	•	Adva-27a, a small chemotherapy molecule for treatment of pancreatic cancer (IND-enabling studies were paused in November 2023 due to unfavorable results. See “Products in Development,” above.
	•	K1.1 mRNA, a lipid nano-particle (LNP) targeted for liver cancer
	•	SBFM-PL4, a protease inhibitor for treatment of Coronavirus infections

 

Note 2 – Summary of Significant Accounting Policies

 

This summary of significant accounting policies is presented to assist the reader in understanding the Company's financial statements. The consolidated financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to Generally Accepted Accounting Principles and have been consistently applied in the preparation of the financial statements.

 

 

F-7

 

 

PRINCIPLES OF CONSOLIDATION

 

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all wholly owned. All intercompany accounts and transactions have been eliminated in consolidation.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with US Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management are valuation of equity instruments, depreciation of property and equipment, and deferred tax asset valuation. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

  

TRADE ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

Trade accounts receivable are stated at net realizable value. The majority of customers are not extended credit and therefore time to maturity for receivables is short. On a periodic basis, management evaluates its trade accounts receivable and determines whether to record an allowance for doubtful accounts or if any accounts should be written off based on a past history of write-offs, collections and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables.

 

INVENTORY VALUATION

 

Inventory is valued at the lower of cost and net realizable value. Cost is determined using the first in, first out method. Net realizable value is the estimated selling price in the ordinary course of business, less the costs of completion and costs necessary to make the sale. The cost of inventory includes the purchase price and other costs directly attributable to the acquisition of finished goods.

 

CASH AND CASH EQUIVALENTS

 

For the Balance Sheets and Statements of Cash Flows, all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents. The Company had a cash balance of $16,292,347 and $21,826,437 as of December 31, 2023 and December 31, 2022, respectively. At times such cash balances may be in excess of the FDIC limit of $250,000 in the U.S. or the equivalent in Canada.

 

PROPERTY AND EQUIPMENT

 

Property and equipment are reviewed for recoverability when events or changes in circumstances indicate that its carrying value may exceed future undiscounted cash inflows. As of December 31, 2023 and 2022, the Company had not identified any such impairment. Repairs and maintenance are charged to operations when incurred and improvements and renewals are capitalized.

 

 

F-8

 

 

Property and equipment are stated at cost. Depreciation is calculated according to the following methods at the following annual rates and period for financial reporting purposes and accelerated methods for tax purposes. Their estimated useful lives are as follows: 

 

Schedule of estimated useful lives
Office Equipment:	Straight-line and Declining balance method	5-7 Years / 20%
Computer Equipment:	Declining balance method	55%
Laboratory Equipment:	Straight-line method	5 Years
Vehicles:	Straight-line and Declining balance method	5 Years / 30%

 

INTANGIBLE ASSETS

 

Intangible assets are amortized over their estimated useful lives according to the following methods at the following annual rates and period: 

 

Schedule of intangible assets estimated useful lives
Licenses:	Straight-line method	5 Years
Website:	Declining balance method	55%

 

Intangible assets are tested for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable when it exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposal. In such a case, an impairment loss must be recognized and is equivalent to the excess of the carrying amount of a long-lived asset over its fair value.

 

INTELLECTUAL PROPERTY RIGHTS - PATENTS AND LICENSES

 

The cost of patents and licenses acquired is capitalized and is amortized over the remaining life of the patents or licenses.

 

The Company evaluates recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that intangible assets carrying amount may not be recoverable. Such circumstances include but are not limited to: (i) a significant decrease in the market value of an asset, (ii) a significant adverse change in the extent or manner in which an asset is used, or (iii) an accumulation of cost significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of such assets against the estimated undiscounted future cash flows associated with it.

 

BASIC AND DILUTED NET GAIN (LOSS) PER SHARE

 

The Company computes gain or loss per share in accordance with ASC 260 – Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.

 

Basic net income (loss) per share is calculated by dividing net gain (loss) by the weighted-average common shares outstanding. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the year ended December 31, 2023, no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive.

 

INCOME TAXES

 

In accordance with ASC 740 – Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.

 

 

F-9

 

 

The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2023 the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties.

 

For Canadian and US tax purposes, the Company’s 2020 through 2022 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations.

 

FUNCTIONAL CURRENCY

 

The U.S. dollar is the functional currency of the Company which is operating in the United States. The functional currency for the Company's Canadian subsidiaries is the Canadian dollar.

 

The Company translates its Canadian subsidiaries' financial statements into U.S. dollars as follows:

 

	·	Assets and liabilities are translated at the exchange rate in effect as of the financial statement date.
	·	Income statement accounts are translated using the weighted average exchange rate for the period.

 

The Company includes translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of shareholders’ equity. There are currently no transactions of a long-term investment nature, nor any gains or losses from non-U.S. currency transactions.

 

CONCENTRATION OF CREDIT RISKS

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and trade receivables. The Company places its cash equivalents with high credit quality financial institutions.

 

FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company applies the provisions of accounting guidance, ASC 825 – Financial Instruments. ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2023 and 2022, the fair value of cash, accounts receivable and notes receivable, accounts payable, accrued expenses, and other payables approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.

 

The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

 

	·	Level 1 – Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
	·	Level 2 – Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.
	·	Level 3 – Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

  

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.

 

 

F-10

 

 

NOTES PAYABLE

 

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. The Company had no notes payable as of December 31, 2023 and 2022.

 

REVENUE RECOGNITION

 

Over 97% of the Company’s revenues are derived from the sale of pharmaceutical products. Pharmaceutical products can only be sold to a specific customer that is either a registered pharmacy or a registered wholesaler. The Company therefore sells only to customers registered with Health Canada, the Canadian equivalent of the FDA. Contracts are drawn up between the wholesalers and the Company for all indirect sales. In the case of direct sales to pharmacies, purchase orders are used instead of contracts. A purchase order, forecast, or other written instructions to purchase any of the Company’s products placed by the customer constitutes an irrevocable offer to purchase. The customer is responsible for ensuring that the terms of any such order are complete and accurate. The purchase order is only deemed to be accepted when the Company (in its sole discretion) accepts the purchase order and delivers on the purchase. The acceptance of any purchase order can be full or partial, at the sole discretion of the Company. No variations to these conditions are binding on the Company unless agreed to in writing between the customer and the Company.

 

No significant judgments are made in connection with any contracts as the price is already determined, the collection is reasonably assured, and performance obligation is fulfilled when the customer receives the goods. The Company is not required to apply any specific judgments, estimations, or assumptions to determine the price of its products.

 

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has been transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenues. The amount invoiced for each product is fixed at the Company’s current price list on the date of shipping and known in advance by the customer and does not vary.

 

The Company is involved in a singular activity which is to sell pharmaceutical finished goods. The Company fulfills its performance obligation when the customer receives the requested products. When the products leave the Company's warehouse, the transport to the customer is insured and the transfer of ownership to the customer takes place when the customer receives goods. At this point, the Company issues an invoice for the products and remits the applicable sales taxes (GST and QST) to the appropriate governmental agency. It is when the invoice is issued that the revenue is recognized. Unless otherwise agreed to and signed by both parties, payment terms are within 30 days of the date of the invoice. The collection is reasonably assured because of the nature of the Company’s customers. The Company is conducting sales only in Canada. Prices are listed in Canadian dollars and may vary from one Province or Territory to another within Canada. All products sold by the Company are labelled and approved for sale in Canada only and are not intended for export outside of Canada.

 

 

F-11

 

 

In the event of any breach by the Company of any product warranty (whether by reason of defective materials, production faults or otherwise), the Company’s liability shall be limited to, at Company’s option, (i) replacement of the product(s) in question, or (ii) reimbursement of the purchase price. The Company carries product insurance and is not liable for products’ failure to comply with the warranty of products if the failure or damage arises because of the customer’s negligence, deliberate damage, misuse or failure to store the products in conditions per Health Canada specifications. The Company is not liable (whether in contract, in tort or otherwise) for any (i) indirect, special or consequential loss or damage, or (ii) loss of profit, goodwill, business or revenue (in each case whether direct or indirect). These conditions also apply to any replacement products supplied by the Company.

 

The Company warrants to the customer that, at the time of delivery, the products are compliant with all mandatory quality standards required by applicable regulatory and legal requirements. In return, the customer is required to warrant to the Company that it holds all relevant permits and approvals required under applicable laws to purchase, store, distribute, sell and use the Company’s products. Visible defects or damages must be reported to the Company in writing immediately, but no later than five (5) business days after receipt of the products. Hidden defects must be reported to the Company in writing immediately, but no later than five (5) business days after the customer becomes aware of such defects. The Company shall not be deemed to be in breach of the terms or otherwise liable to customer for any delay in performance or non-performance of its obligations due to circumstances beyond its control, including but not limited to, acts of God, floods, droughts, earthquakes or other natural disasters, terrorist attacks, wars, preparations for war, armed conflicts, civil commotions or riots, epidemics or pandemics, fires, strikes, lockouts, shortages of material or labor, breakdown or damage to machinery or equipment, accidents, any law or governmental order or other regulations or action taken by a governmental entity, or default of any third party suppliers or provider of services or products, or any causes not within the Company’s control.

 

LEASES

 

The Company recognizes and measures its leases in accordance with FASB ASC 842, Leases. The Company is a lessee in a non-cancellable operating lease for office space. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right-of-use (ROU) asset at the commencement date. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. The discount rate is the implicit rate if it is readily determinable or otherwise the Company uses its incremental borrowing rate. The implicit rates of the Company's lease are not readily determinable and accordingly, the Company uses its incremental borrowing rate based on the information available at the commencement date for all leases. The Company’s incremental borrowing rate for a lease is the 6% interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The ROU asset is subsequently measured throughout the lease term at the remaining amount (i.e., present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized. Lease cost for lease payments is recognized on a straight-line basis over the lease term.

 

The Company has elected, for all underlying classes of assets, not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease cost associated with its short-term leases on a straight-line basis over the lease term.

 

Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

  

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

 

F-12

 

 

Note 3 – Acquisition of Nora Pharma Inc.

 

On October 20, 2022, the Company acquired all of the issued and outstanding shares of Nora Pharma Inc. (“Nora Pharma), a Canadian privately held pharmaceutical company. The purchase price for the shares was $18,860,637 which was paid in cash ($14,346,637) and by the issuance of 1,850 shares of the Company’s common stock valued at $4,514,000 or $2,440 per share on the acquisition date. Nora Pharma sells generic pharmaceutical products in Canada. Nora Pharma’s operations are authorized by a Drug Establishment License issued by Health Canada.

 

The following table summarizes the allocation of the purchase price as of October 20, 2022, the acquisition date using Nora Pharma’s balance sheet assets and liabilities:

 

Schedule of allocation of purchase price
Accounts receivable		$	1,358,121
Inventory			3,181,916
Intangible assets			659,571
Equipment & furniture			210,503
Other assets			1,105,093
Total assets			6,515,204
Liabilities assumed			(5,981,286	)
Net assets			533,918
Goodwill			18,326,719
Total Consideration		$	18,860,637

 

The value of the 1,850 common shares issued as part of the consideration paid for Nora Pharma was determined based on the closing market price of the Company’s common shares on the acquisition date, October 20, 2022 ($2,440 per share).

 

As part of the consideration paid for Nora Pharma, the Company agreed to a $5,000,000 CAD ($3,632,000 USD) earnout amount payable to Mr. Malek Chamoun, the seller of Nora Pharma. The earnout is payable in the form of twenty (20) payments of $250,000 CAD for every $1,000,000 CAD increase in gross sales (as defined in the Purchase Agreement) above Nora Pharma’s June 30, 2022 gross sales, provided that his employment with the Company is not terminated pursuant to the Company’s employment agreement with him. The total earnout amount of $3,632,000 has been recorded as a salary payable. During the twelve-month period ended December 31, 2023, the Company paid an earn-out amount of $1,084,169 leaving a balance earn-out to be paid of $2,547,831 at December 31, 2023.

 

Note 4 – Goodwill

 

The Company acquired Nora Pharma on October 20, 2022. Allocation of the purchase price per ASC 805-20-25-1 yielded a goodwill amount of $18,326,719. The Company’s used a discounted cash flow model which requires estimating future cash flows expected to be generated from the acquired entity, discounted to their present value using a risk-adjusted discount rate and terminal values.

 

Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data. Management determined that there are inherent uncertainties related to these factors as well as significant risks to cash flows due to ongoing geopolitical and geo-economics conflicts, making the discounted cash flow model unreliable.

 

 

 

F-13

 

 

The following table presents the changes in the carrying amount of goodwill of the Company as of December 31, 2022 and 2023. The provisions of ASC 350-20-50-1 require the disclosure of cumulative impairment. As a result of the acquisition, a new basis in goodwill was recorded in accordance with ASC 805-10. All impairments shown in the table below have been recorded subsequent to the acquisition. The Company had no goodwill on its balance sheet prior to the acquisition:

 

Schedule of goodwill
Balance as of December 31, 2021		$	–
Acquisition of Nora Pharma (October 20, 2022)			18,326,719
Impairment			(18,326,719	)
Balance as of December 31, 2022			–
Additions in 2023			–
Balance as of December 31, 2023		$	–

 

Note 5 – Intangible Assets

 

Intangible assets, net, consisted of the following at December 31, 2022 and 2023:

 

Schedule of intangible assets
Balance as of December 31, 2021		$	–
Finite-Lived intangible assets			659,571
Dossier fee additions			121,807
Balance at December 31, 2022			781,378
Less accumulated amortization			(4,522	)
Finite-lived intangible assets, net at December 31, 2022		$	776,856
Balance as of December 31, 2022		$	776,856
Dossier fee additions			710,372
Balance at December 31, 2023			1,487,228
Less accumulated amortization			(42,969	)
Finite-lived intangible assets, net at December 31, 2023		$	1,444,259

 

As of December 31, 2023, the estimated amortization expense of the Company’s intangible assets for each of the next five years is as follows:

 

Schedule of estimated amortization expense
2024		$	59,745
2025			59,745
2026			58,541
2027			19,041
2028			9,985

 

F-14

 

 

Note 6 – Plant, Property and Equipment

 

Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment begins in the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property, plant and equipment consist of the following:

 

Schedule of property and equipment
		Year Ended December 31,
		2023				2022
Equipment		$	171,859			$	162,534
Computer equipment			7,368				16,418
Furniture and fixtures			34,132				33,329
Leasehold improvements			17,664				–
Vehicles			324,841				265,774
Total			555,864				478,055
Less: Accumulated depreciation			(189,996	)			(83,806	)
Plant, property and equipment, net		$	365,868			$	394,249

 

Depreciation expense for the years ended December 31, 2023 and 2022 amounted to $110,701 and $20,641, respectively.

 

Note 7 – Reverse Stock Splits

 

Effective February 9, 2022, the Company completed a 1 for 200 reverse split of its common stock. The Company had previously completed two 20 to 1 reverse stock splits, one in 2019 and the other in 2020. Effective April 17, 2024 and August 8, 2024, the Company completed 1-for-100 and 1-for-20 reverse splits of its common stock, respectively. The Company’s financial statements included in this report reflect all five (5) reverse stock splits on a retroactive basis for all periods presented and for all references to common stock, unless specifically stated otherwise.

 

Note 8 – Capital Stock

 

The Company’s authorized capital is comprised of 3,000,000,000 shares of common stock, par value $0.001, and 30,000,000 shares of preferred stock, $0.10 par value. As of September 30, 2024, the Company had authorized 1,000,000 shares of Series B Preferred Stock. The Series B Preferred Stock is non-convertible and non-redeemable. It has a liquidation preference equal to the stated value of $0.10 per share, relative to the common stock and gives the holder the right to 1,000 votes per share. As of September 30, 2024, 130,000 shares of Series B Preferred Stock were outstanding and held by the Company’s Chief Executive Officer.

 

On February 17, 2022, the Company completed a public offering and received net proceeds of $6,833,071 from the offering. Pursuant to the public offering, the Company issued and sold an aggregate of 941 shares of common stock and 20,051 warrants to purchase shares of common stock (the “Tradeable Warrants”).

 

On October 12, 2023, the Company held a special meeting of the holders of the outstanding Tradeable Warrants in which the holders of the majority of the outstanding Tradeable Warrants approved an amendment to the Warrant Agent Agreement to eliminate the provision that prohibited the Company’s CEO from exercising his voting rights under the Series B Preferred Stock, as well as to lower the exercise price of the Tradeable Warrants from $4,440 to $220. The Company entered into the amendment to the Warrant Agent Agreement on October 18, 2023.

 

 

 

F-15

 

 

On March 14, 2022, the Company completed a private placement and received net proceeds of $6,781,199. In connection with this private placement, the Company issued (i) 1,150 shares of its common stock together with investor warrants (“Investor Warrants”) to purchase up to 1,150 shares of common stock, and (ii) 651 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock, together with Investor Warrants to purchase up to 6,511 shares of common stock. Each share of common stock and accompanying Investor Warrant was sold together at a combined offering price of $4,440 and each Pre-Funded Warrant and accompanying Investor Warrant were sold together at a combined offering price of $4,438. The Pre-Funded Warrants were immediately exercisable, at an exercise price of $2.00, and could be exercised at any time until all of the Pre-Funded Warrants were exercised in full. The Investor Warrants have an exercise price of $4,440 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance.

 

On April 28, 2022, the Company completed another private placement and received net proceeds of $16,752,915. In connection with this private placement, the Company issued (i) 1,236 shares of its common stock together with warrants (“April Warrants”) to purchase up to 2,472 shares of common stock, and (ii) 1,195 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock, together with April Warrants to purchase up to 2,390 shares of common stock. Each share of common stock and accompanying two April Warrants were sold together at a combined offering price of $8,020 and each Pre-Funded Warrant and accompanying two April Warrants were sold together at a combined offering price of $8,018. The Pre-Funded Warrants were immediately exercisable, at an exercise price of $2.00, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The April Warrants have an exercise price of $7,520 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance.

 

On October 20, 2022, the Company issued 1,850 shares of common stock as part of the acquisition of Nora Pharma. These shares were valued at $4,514,000, or $2,440 per share.

 

On January 19, 2023, the Company announced a stock repurchase program of up to $2 million (“Stock Repurchase Program”). During the six months ended June 30, 2023, the Company repurchased a total of 2,228 shares of common stock at an average price of $2,274.20 per share for a total cost of $506,822. The 2,228 repurchased shares were cancelled and returned to treasury reducing the number of issued and outstanding shares from 11,292 to 9,064.

 

On May 16, 2023, the Company completed a private placement pursuant to a securities purchase agreement with an institutional investor for gross proceeds of approximately $5 million, before deducting fees to the placement agent and other offering expenses payable by the Company. The net proceeds received by the Company were $4,089,218. In connection with the private placement, the Company issued (i) 1,225 shares of common stock, (ii) 1,751 pre-funded warrants (the “May Pre-Funded Warrants”), and (iii) investor warrants (the “May Warrants”) to purchase up to 5,952 shares of common stock. Each share of common stock and accompanying two May Warrants were sold together at a combined offering price of $1,680 and each May Pre-Funded Warrant and accompanying two May Warrants were sold together at a combined offering price of $1,678. The May Pre-Funded Warrants are immediately exercisable, at an exercise price of $2.00, and may be exercised at any time until all of the May Pre-Funded Warrants are exercised in full. The May Warrants have an exercise price of $1,180 per share (subject to adjustment as set forth therein), are exercisable upon issuance and will expire five and a half years from the date of issuance.

 

In 2022 and 2023, the Company issued a total of 5,396 shares of common stock in connection with warrant exercises for aggregate net proceeds of $13,196,681.

 

In July 2023, the Company repurchased a total of 34 shares of common stock under the Stock Repurchase Program announced on January 19, 2023, at an average price of $1,009.20 per share for a total cost of $34,321. In October 2023, the 34 repurchased shares were cancelled and returned to treasury reducing the number of issued and outstanding shares from 12,873 to 12,839.

 

 

 

F-16

 

 

On November 16, 2023, the Company issued 1,173 shares of common stock and received net proceeds of $2,346 in connection with the exercise of all 1,173 remaining May Pre-Funded Warrants at an exercise price of $2.00 per share.

 

On February 8, 2024, the Company issued 20,000 shares of Series B Preferred Stock to the Company’s CEO for a purchase price of $0.10 per share.

 

On February 15, 2024, the Company completed an underwritten public offering and in connection therewith it issued an aggregate of 35,714 shares of common stock, of which 22,500 shares were issued in connection with pre-funded warrant exercises.

 

On March 4, 2024, the Company issued 100,000 shares of Series B Preferred Stock to the Company’s CEO for a purchase price of $0.10 per share.

 

On April 17, 2024, the Company completed a 1-for-100 reverse split of its common stock.

 

In April and May 2024, the Company issued 1,120,784 shares of common stock in connection with the cashless exercise of all of the Series A Warrants and received $0 in net proceeds.

 

On August 16, 2024, the Company issued 150,285 shares of common stock in connection with the rounding up of fractional shares following the reverse stock splits of April 17, 2024 and August 8, 2024.

 

In August and September 2024, the Company issued 678,865 shares of common stock in connection with the exercise of 678,865 Series B Warrants and received aggregate net proceed of $1,892,608.

 

As of September 30, 2024 and December 31, 2023, the Company had a total of 1,999,660 and 14,012 shares of common stock issued and outstanding, respectively.

 

The Company has declared no dividends since inception.

 

Note 9 – Warrants

 

The Company accounts for issued warrants either as a liability or equity in accordance with ASC 480-10 or ASC 815-40. Under ASC 480-10, warrants are considered a liability if they are mandatorily redeemable and they require settlement in cash, other assets, or a variable number of shares. If warrants do not meet liability classification under ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the warrants should be classified as a liability or as equity. Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations as a gain or loss. If warrants do not require liability classification under ASC 815-40, in order to conclude warrants should be classified as equity, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP standard. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

 

 

 

 

F-17

 

 

In 2022, 2023, and during the nine months ended September 30, 2024, the Company completed five (5) financing events, and in connection therewith, it issued warrants as follows:

Schedule of warrants issued with financing
Type		Number		Exercise Price		Expiry Date
2022 Pre-Funded Warrants		1,846		$2.00		Unlimited
Tradeable Warrants		2,051		$4,440.00		February 2027
Investor Warrants		1,801		$4,440.00		March 2027
April Warrants		4,862		$7,520.00		April 2027
May Pre-Funded Warrants		1,751		$2.00		Unlimited
May Investor Warrants		5,952		$1,180.00		November 2028
2024 Pre-Funded Warrants		22,500		$2.00		Unlimited
Series A Warrants		3,986*		$4,200.00*		August 2026
Series B Warrants		7,973*		$4,760.00*		February 2029

 

*	Subject to adjustments per the Series A and Series B Warrant Agreements.

 

As of September 30, 2024, all of the 2022 Pre-Funded Warrants, all of the May Pre-Funded Warrants, all of the 2024 Pre-Funded Warrants, a total of 1,569 Tradeable Warrants, 1,401 Investor Warrants, all of the Series A Warrants, and 678,865 Series B Warrants were exercised resulting in aggregate net proceeds of $15,134,289 received by the Company.

 

On February 11, 2024, the Company redeemed all of the April Warrants and all of the May Investor Warrants for an aggregate purchase price of $3,139,651.

 

The Company’s outstanding warrants as of September 30, 2024 consisted of the following:

Schedule of warrants outstanding
Type		Number		Exercise Price		Expiry Date
Tradeable Warrants		481		$220.00		February 2027
Investor Warrants		400		$4,440.00		March 2027
Series B Warrants		12,934,062*		$2.7879*		February 2029

 

*	As adjusted and subject to further adjustments per the Series B Warrant Agreements.

 

Note 10 – Earnings Per Share

 

The following table sets forth the computation of basic and diluted net income per share for the years ended December 31:

 

Schedule of earnings per share computation
		2023				2022
Net gain (loss) attributable to common stock		$	(4,506,044	)		$	(26,744,440	)
Basic weighted average outstanding shares of common stock			12,825				7,590
Dilutive common share equivalents			–				–
Dilutive weighted average outstanding shares of common stock			12,825				7,590
Net gain (loss) per share attributable to common stock		$	(351.36	)		$	(3,523.44	)

 

 

 

F-18

 

 

Note 11 – Income Taxes

 

The components of the provision for income taxes were as follows:

 

Schedule of provision for income taxes
Current:
Federal		$	–
State			50
Foreign			379,246
Total Current			379,296
Deferred:
Federal			–
State			–
Foreign			15,870
Total Deferred			15,870
Total		$	395,166

 

The Company’s effective tax rate differs from the federal statutory rate as follows:

 

Schedule of income tax expense
Pre-Tax Book Income		$	(826,953	)		$	20.14%
State Taxes			50				0.00%
Permanent Adjustments			56,812				-1.38%
Change in Valuation Allowance			860,705				-20.96%
Foreign Tax Rate Differential			–				0.00%
Rate Change			167,676				-4.08%
Provision to Return Adjustments			67,144				-1.63%
Other			69,732				-1.70%
Total		$	395,166			$	-9.62%

 

The components of the net deferred tax assets and liabilitie were as follows:

 

Schedule of components of net deferred tax assets
Deferred Tax Assets:
Net Operating Loss, Credits and Carryforwards		$	5,277,829
Fixed Assets			–
Intangibles			641,800
Research and Development			25,327
Other DTA			454,890
Lease Liability			174,292
Valuation Allowance			(6,397,374	)
Deferred Tax Assets			176,764
Deferred Tax Liabilities:
Fixed Assets			(54,095	)
Intangibles			–
Right-of-Use Asset			(171,396	)
Deferred Tax Liabilities			(225,491	)
Net Deferred Tax Liability		$	(48,727	)

 

 

 

F-19

 

 

Note 12 – Leases

 

The Company has obligations as a lessee for office space with initial non-cancellable terms in excess of one year. The Company classified the lease as an operating lease. The lease contains a renewal option for a period of five years. Because the Company is certain to exercise the renewal option, the optional period is included in determining the lease term, and associated payments under the renewal option are included in the lease payments. The Company’s lease does not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contract include fixed payments plus a variable Payment. The Company’s office space lease requires it to make variable payments for the Company’s proportionate share of building’s property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred.

 

Amounts reported on the balance sheet as of December 31, 2023 were as follows: 

 

Schedule of lease information
Operating lease ROU asset	$646,779
Operating Lease liability - Short-term	$118,670
Operating lease liability - Long-term	$539,035
Remaining lease term	6 years
Discount rate	6%

  

Amounts disclosed for ROU assets obtained in exchange for lease obligations and reductions of ROU assets resulting from reductions of lease obligations include amounts reduced from the carrying amount of ROU assets resulting from deferred rent.

 

Maturities of lease liabilities under non-cancellable operating leases at December 31, 2023 are as follows:

 

Schedule of maturities of lease liabilities
2024	$118,670
2025	$118,862
2026	$112,582
2027	$106,042
2028	$99,881
Thereafter	$101,667

  

Note 13 – Management and Director Compensation

 

The Company paid its officers cash compensation totaling $1,515,000 and $1,785,000 for the years ended December 31, 2023 and 2022, respectively. Of these amounts attributable to the Company’s CEO, $0 and $60,000, respectively was paid to Advanomics Corporation, a company controlled by the CEO of the Company.

 

The Company paid its directors cash compensation totaling $400,000 and $300,000 for the years ended December 31, 2023 and 2022, respectively.

 

 

 

 

 

 

LEGAL MATTERS

 

Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered by this prospectus, and any supplement thereto, will be passed upon for us by Andrew I. Telsey, P.C., Englewood, Colorado. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

 

EXPERTS

 

The consolidated financial statements of Sunshine Biopharma Inc. at December 31, 2023 and 2022, and for each of the two years in the period ended December 31, 2023, included in this prospectus have been audited by Bush & Associates CPA LLC, independent registered public accounting firm, as set forth in their report thereon, appearing therein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

This prospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by the SEC’s rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information that is included in the registration statement. You will find additional information about us in the registration statement. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.

 

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s Internet site can be found at http://www.sec.gov. You can also obtain copies of materials we file with the SEC from our website found at https://sunshinebiopharma.com. Information on our website does not constitute a part of, nor is it incorporated in any way, into this prospectus and should not be relied upon in connection with making an investment decision.

 

 

 

 

 

 

INFORMATION INCORPORATED BY REFERENCE

 

The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in or omitted from this prospectus or any accompanying prospectus supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

We incorporate by reference the documents listed below and any future documents that we file with the SEC (excluding any portion of such documents that are furnished and not filed with the SEC) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part prior to the effectiveness of the registration statement and (ii) after the date of this prospectus until the offering of the securities is terminated:

 

	·	our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 28, 2024;
	·	our Quarterly Report on Form 10-Q for the period ended September 30, 2024 filed with the SEC on November 5, 2024;
	·	our Quarterly Report on Form 10-Q for the period ended June 30, 2024 filed with the SEC on August 16, 2024, as amended by our Quarterly Report on Form 10-Q/A for the period ended June 30, 2024 filed with the SEC on August 20, 2024;
	·	our Quarterly Report on Form 10-Q for the period ended March 31, 2024 filed with the SEC on May 20, 2024;
	·	our Current Reports on Form 8-K filed with the SEC on the following dates: January 30, 2024, February 12, 2024, February 15, 2024, February 16, 2024, March 1, 2024, March 6, 2024, April 23, 2024, May 6, 2024, May 8, 2024, June 7, 2024, June 11, 2024, July 1, 2024, July 2, 2024, August 12, 2024, September 10, 2024, October 23, 2024 and December 10, 2024;
	·	our definitive proxy statement on Schedule 14A filed with the SEC on October 17, 2024; and
	·	the description of our common stock contained in our Registration Statement on Form 8-A registering our common stock under Section 12(b) under the Exchange Act, filed with the SEC on February 10, 2022.

 

The information about us contained in this prospectus should be read together with the information in the documents incorporated by reference. You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at: Dr. Steve N. Slilaty, 333 Las Olas Way, CU4 Suite 433, Fort Lauderdale, FL 33301, telephone: (954) 515-0810.

 

 

 

 

 

 

 

 

 

 

$100,000,000

 

Common Stock

Preferred Stock

Warrants

Rights

Units

 

PROSPECTUS

 

 

, 2025

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution.

 

The following table sets forth the costs and expenses payable by the Registrant in connection with this offering, other than underwriting commissions and discounts, all of which are estimated except for the SEC registration fee.

 

SEC registration fee		$	15,310
Printing		$	*
Legal fees and expenses		$	*
Accounting fees and expenses		$	*
Trustees’ Fees and Expenses		$	*
Warrant Agent Fees and Expenses		$	*
Miscellaneous		$	*
Total		$	*

 

*	These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. The applicable prospectus supplement will set forth the estimated amount of expenses of any offering of securities.

 

Item 15. Indemnification of Officers and Directors.

 

Section 7-108-402 of the Colorado Business Corporation Act (the “CBCA”) provides, generally, that the articles of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except that any such provision shall not eliminate or limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 7-108-403 of the CBCA, or (iv) any transaction from which the director directly or indirectly derived an improper personal benefit.

 

Section 7-109-102(1) of the CBCA permits indemnification of a director of a Colorado corporation, in the case of a third party action, if the director (a) conducted himself or herself in good faith, (b) reasonably believed that (i) in the case of conduct in his or her official capacity, his or her conduct was in the corporation’s best interest, or (ii) in all other cases, his or her conduct was not opposed to the corporation’s best interest, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. Section 7-109-103 further provides for mandatory indemnification of directors and officers who are successful on the merits or otherwise in litigation.

 

Section 7-109-102(4) of the CBCA limits the indemnification that a corporation may provide to its directors in two key respects. A corporation may not indemnify a director in a derivative action in which the director is held liable to the corporation, or in any proceeding in which the director is held liable on the basis of his improper receipt of a personal benefit. Sections 7-109-104 of the CBCA permits a corporation to advance expenses to a director, and Section 7-109-107(1)(c) of the CBCA permits a corporation to indemnify and advance litigation expenses to officers, employees and agents who are not directors to a greater extent than directors if consistent with law and provided for by the bylaws, a resolution of directors or shareholders, or a contract between the corporation and the officer, employee or agent.

 

Our bylaws include provisions that require the Company to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our Company. We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain liabilities. Our articles of incorporation do not contain any limiting language regarding director immunity from liability.

 

 

 

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

 

Item 16. Exhibits.

 

Exhibit Number		Description
3.1		Articles of Incorporation (1)
3.2		Certificate of Amendment to Articles of Incorporation filed November 2, 2009 (2)
3.3		Statement of Share and Equity Capital Exchange (3)
3.4		Articles of Amendment to Articles of Incorporation filed July 13, 2010 (3)
3.5		Articles of Amendment to Articles of Incorporation filed May 27, 2015 (4)
3.6		Articles of Amendment to Articles of Incorporation (5)
3.7		Articles of Amendment to Articles of Incorporation (6)
3.8		Articles of Amendment to Articles of Incorporation (7)
3.9		Articles of Amendment to Articles of Incorporation (8)
3.10		Certificate of Correction (9)
3.11		Bylaws (10)
4.1*		Form of Certificate of Designation
4.2*		Form of Preferred Stock Certificate
4.3*		Form of Warrant Agreement and Warrant Certificate
4.4*		Form of Stock Purchase Agreement
4.5*		Form of Rights Agreement and Form of Rights Certificate
4.6*		Form of Unit Agreement and Unit Certificate
5.1		Opinion of by Andrew I. Telsey, P.C.
23.1		Consent of Bush & Associates CPA LLC
23.2		Consent of by Andrew I. Telsey, P.C. (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page)
107		Filing Fee Table

 

* To be filed, if applicable, by amendment or by a Current Report on Form 8-K and incorporated by reference herein.

 

(1) Incorporated by reference to SB-2 filed with the SEC on October 19, 2007.

(2) Incorporated by reference to 8-K filed with the SEC on November 6, 2009.

(3) Incorporated by reference to 10-Q filed with the SEC on August 4, 2010.

(4) Incorporated by reference to 8-K filed with the SEC on June 1, 2015.

(5) Incorporated by reference to 8-K filed with the SEC on June 24, 2020.

(6) Incorporated by reference to 8-K filed with the SEC on February 10, 2022.

(7) Incorporated by reference to 8-K filed with the SEC on April 23, 2024.

(8) Incorporated by reference to 8-K filed with the SEC on August 12, 2024.

(9) Incorporated by reference to Post-Effective Amendment on Form S-1 filed with the SEC on November 6, 2024.

(10) Incorporated by reference to 8-K filed with the SEC on April 19, 2023.

 

 

 

 

Item 17. Undertakings.

 

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and

 

 

 

 

(5) The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on January 6, 2025.

 

	SUNSHINE BIOPHARMA INC.
	By:	/s/ Dr. Steve N. Slilaty
		Dr. Steve N. Slilaty
		Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Dr. Steve N. Slilaty, as his true and lawful attorney in fact and agent, with full powers of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to the Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Dr. Steve N. Slilaty		Chief Executive Officer and Director		January 6, 2025
Dr. Steve N. Slilaty		(Principal Executive Officer)
/s/ Camille Sebaaly		Chief Financial Officer		January 6, 2025
Camille Sebaaly		(Principal Financial and Accounting Officer)
/s/ Dr. Abderrazzak Merzouki		Director		January 6, 2025
Dr. Abderrazzak Merzouki
/s/  David Natan		Director		January 6, 2025
David Natan
/s/ Dr. Andrew Keller		Director		January 6, 2025
Dr. Andrew Keller
/s/ Dr. Rabi Kiderchah		Director		January 6, 2025
Dr. Rabi Kiderchah

 

 

 

 

Exhibit 5.1

 

Andrew I. Telsey, P.C.   Attorney at Law

6198 S. Moline Court, Englewood, Colorado 80111 Telephone: 303/521-7447 • E-Mail: andrew@telseylaw.com

 

January 6, 2025

 

 

Sunshine Biopharma Inc.

333 Las Olas Way

CU4 Suite 433

Fort Lauderdale, FL 33301

 

Re: Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Sunshine Biopharma Inc., a Colorado corporation (the “Company”), in connection with the registration, pursuant to a registration statement on Form S-3 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offering and sale from time to time, as set forth in the Registration Statement, the form of prospectus contained therein (the “Prospectus”), and one or more supplements to the Prospectus (each, a “Prospectus Supplement”), by the Company of up to an aggregate of $100,000,000 of securities of the Company consisting of (a) shares of common stock, $0.001 par value per share (“Common Stock”), (b) shares of preferred stock, $0.10 par value per share (“Preferred Stock”), (c) units (the “Units”), each consisting of any of the Securities offered hereby, (d) warrants to purchase one or more of the Securities (as hereinafter defined) (the “Warrants”), and (e) Rights to purchase any of the Securities that may be sold under the Registration Statement (the “Rights”). The Common Stock, Preferred Stock, Units, Warrants and Rights and any securities issuable upon the conversion, exchange or exercise of the Preferred Stock, Units, Warrants or Rights are collectively referred to herein as the “Securities.”

 

We advise you that we have examined executed originals or copies certified or otherwise identified to our satisfaction of the following documents: (i) the Registration Statement; (ii) the prospectus forming a part of the Registration Statement; (iii) resolutions adopted by the Company’s board of directors (the “Board of Directors”) relating to the registration of the Securities and related matters, (iv) the Company’s Articles of Incorporation, as amended to date (the “Articles of Incorporation”); and (v) the Company’s Bylaws, as amended to date (the “Bylaws”, and together with the Articles of Incorporation, the “Constituent Documents”). In addition, we have examined and relied upon such corporate records and other documents, instruments and certificates of officers and representatives of the Company and of public officials, and we have made such examination of law, as we have deemed necessary or appropriate for purposes of the opinion expressed below.

 

We have assumed for purposes of rendering the opinions set forth herein, without any verification by us, the genuineness of all signatures, the legal capacity of all natural persons to execute and deliver documents, the authenticity and completeness of documents submitted to us as originals and the completeness and conformity with authentic original documents of all documents submitted to us as copies, that all documents, books and records made available to us by the Company are accurate and complete.

 

 

 

 

 

 

 

For purposes of this opinion letter, we have also assumed that: (a) the Registration Statement and any amendments thereto (including post-effective amendments) shall have become and remain effective under the Act, no stop order with respect thereto shall have been issued, a prospectus supplement shall have been prepared and filed with the Commission describing the Securities offered thereby and such Securities shall have been issued and sold in accordance with the terms set forth in such prospectus supplement; (b) any securities issuable upon conversion, exercise or exchange of any Securities being offered shall have been duly authorized by corporate action and, if appropriate, reserved for issuance upon such conversion, exercise or exchange; (c) at the time of any offering or sale of any shares of Common Stock, Preferred Stock or Securities exercisable, convertible or exchangeable into Common Stock or Preferred Stock, there shall be a sufficient number of shares of Common Stock or Preferred Stock, as applicable, authorized and unissued under the Articles of Incorporation then in effect and not otherwise reserved for issuance; (d) at the time of issuance of the Securities, the Company shall validly exist and shall be in good standing under the laws of the State of Colorado, and shall have the necessary corporate power for such issuance; (e) any definitive purchase, at-the-market offering, underwriting or similar agreement with respect to any Securities, if applicable, and any applicable indenture, Stock Purchase Unit Agreement, Warrant Agreement or Rights Agreement (each as hereinafter defined) relating to Units, Warrants or Rights, as the case may be, shall constitute legally valid and binding obligations of the parties thereto, enforceable against each of them in accordance with their respective terms, at the time of issuance of the applicable Securities; (f) certificates representing the shares of Common Stock or Preferred Stock, as the case may be, or any Units, Warrants, or Rights shall have been duly executed, countersigned, registered and delivered, or if uncertificated, valid book-entry notations shall have been made in the share or other register of the Company, in each case in accordance with the Constituent Documents and in the manner contemplated by the Registration Statement and/or the applicable prospectus supplement, either (x) against payment therefor in an amount not less than the par value thereof, in the case of Common Stock or Preferred Stock, or such other consideration determined by the Board of Directors, or an authorized committee thereof, as permitted under the Colorado Business Corporations Act (the “CBCA”) of the State of Colorado, in accordance with the provisions of any applicable definitive purchase agreement, at-the-market offering agreement, underwriting agreement, indenture, Stock Purchase Unit Agreement, Warrant Agreement, Rights Agreement or similar agreement, if any, approved by the Company or (y) upon conversion, exercise or exchange of any other Security in accordance with the terms of such Security or the instrument governing such Security as approved by the Company, for the consideration approved by the Company (in the case of Common Stock or Preferred Stock in an amount not less than the par value thereof, or such other consideration determined by the Board of Directors, or an authorized committee thereof, as permitted under the CBCA); and (g) the Constituent Documents shall be in full force and effect and shall not have been amended, restated, supplemented or otherwise altered, and there shall be no authorization of any such amendment, restatement, supplement or alteration, in each case since the date hereof, other than in connection with the Future Authorization and Issuance of Securities (as hereinafter defined).

 

For purposes of this opinion letter, we refer to the following as the “Future Authorization and Issuance” of Securities:

 

(a)

with respect to any of the Securities, (i) the authorization by the Company of the terms, offering and issuance of such Securities (the “Authorization”) and (ii) the issuance of such Securities in accordance with the Authorization therefor upon the receipt by the Company of the consideration to be paid therefor in accordance with the Authorization;

 

(b)

with respect to Preferred Stock, (i) the establishment of the terms of such Preferred Stock by the Company in conformity with the Articles of Incorporation and applicable law and (ii) the proper execution, acknowledgement and filing with the Colorado Secretary of State, and the effectiveness of, a certificate of designations to the Certificate of Incorporation setting forth the terms of such Preferred Stock in accordance with the Certificate of Incorporation and applicable law;

 

(c)

with respect to the Units, (i) the due authorization, valid execution and delivery by the Company and the other parties thereto of any agreement under which the Units are to be issued (each, a “Stock Purchase Unit Agreement”) and (ii) the establishment of the terms of the Units, and the execution and delivery of the Units, in conformity with the Stock Purchase Unit Agreement and applicable law;

 

(d)

with respect to Warrants, (i) the due authorization, valid execution and delivery by the Company and the other parties thereto of any agreement under which the Warrants are to be issued (each, a “Warrant Agreement”) and (ii) the establishment of the terms of the Warrants, and the execution and delivery of the Warrants, in conformity with the Warrant Agreement and applicable law; and

 

(e)

with respect to Rights, (i) the due authorization, valid execution and delivery by the Company and the other parties thereto of any agreement under which the Rights are to be issued (each, a “Rights Agreement”) and (ii) the establishment of the terms of the Rights, and the execution and delivery of the Rights, in conformity with the Rights Agreement and applicable law.

 

 

 

 

Based upon the foregoing and subject to the qualifications, assumptions and limitations contained herein, we are of the opinion that:

 

1. With respect to the Common Stock, including those shares that are duly issued upon conversion, exchange or exercise of any Preferred Stock, Units, Warrants or Rights, upon the Future Authorization and Issuance of such shares of Common Stock, such shares of Common Stock will be duly authorized, validly issued, fully paid and non-assessable.

 

2. With respect to one or more series of the Preferred Stock, including those duly issued upon conversion, exchange or exercise of any Units, Warrants or Rights, upon the Future Authorization and Issuance of such shares of Preferred Stock, such shares of Preferred Stock will be duly authorized, validly issued, fully paid and non-assessable.

 

3. With respect to the Units, including those duly issued upon conversion, exchange or exercise of any Preferred Stock, Warrants or Rights, upon the Future Authorization and Issuance of the Units, such Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

 

4. With respect to the Warrants, including those duly issued upon conversion, exchange or exercise of any Preferred Stock or Rights, upon the Future Authorization and Issuance of the Warrants, such Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

 

5. With respect to Rights, upon receipt by the Company of such lawful consideration therefore as the Board (or a duly authorized committee thereof) may determine, such Rights will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

 

The opinions set forth above are subject to the following exceptions, limitations and qualifications:

 

We express no opinion as to: (a) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (b) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefore may be brought; (c) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (d) the rights or remedies available to any party for violations or breaches of any provisions of the Units, Warrants and Rights, as applicable, that are immaterial or the enforcement of which would be unreasonable under the then-existing circumstances, (e) the rights or remedies available to any party for material violations or breaches that are the proximate result of actions taken by any party to the Units, Warrants and Rights, as applicable, other than the party against whom enforcement is sought, which actions such other party is not entitled to take pursuant to the Units, Warrants and Rights, as applicable, or that otherwise violate applicable laws, (f) the rights or remedies available to any party that takes discretionary action that is arbitrary, unreasonable or capricious, or is not taken in good faith or in a commercially reasonable manner, whether or not the Units, Warrants and Rights, as applicable, permit such action or (g) the effect of the exercise of judicial discretion, whether in a proceeding in equity or at law.

 

 

 

 

The aforesaid opinions as to enforceability of the Units, Warrants and Rights also are subject to the qualification that certain provisions of the Units, Warrants and Rights, as applicable, may not be enforceable, but (subject to the limitations set forth in clauses (a) through (g) of the immediately preceding paragraph) such unenforceability will not render the Units, Warrants and Rights, as applicable, invalid as a whole or substantially interfere with realization of the principal benefits and/or security provided thereby.

 

This opinion is being furnished at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act in connection with the offer and resale of the Securities and is not to be used, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion does not constitute such prior written consent.

 

We are members of the Bar of the State of Colorado. We express no opinion as to the effect of any laws other than the laws of the State of Colorado, the CBCA and the Federal laws of the United States of America, each as in effect on the date hereof.

 

This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of such date. We assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in fact or law that may hereafter occur.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby concede that our firm is within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

ANDREW I. TELSEY P.C.

 

s/Andrew Telsey

 

For the Firm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 23.1

 

 

 

 

We hereby consent to the inclusion in the Prospectus constituting a part of this Registration Statement on Form S-3 of our report dated November 6, 2024, relating to the financial statements, of Sunshine Biopharma Inc. as of and for the years ended December 31, 2023 and 2022.

 

We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

/s/ Bush & Associates CPA LLC

 

Bush & Associates CPA LLC (PCAOB 6797)

Henderson, Nevada

January 6, 2025

 

 

 

179 N. Gibson Rd., Henderson, NV 89014 l 702.703.5979 l www.bushandassociatescpas.com

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

Sunshine Biopharma Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Share

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees previously paid

Equity

Common Stock, par value $0.001 per share

457

(o)

(1)

(1)

–

–

–

Equity

Preferred Stock, par value $0.10 per share

457

(o)

(1)

(1)

–

–

–

Other

Warrants

457

(o)

(1)

(1)

–

–

–

Other

Rights

457

(o)

(1)

(1)

–

–

–

Other

Units

457

(o)

(1)

(1)

–

–

–

Unallocated (Universal) Shelf

–

457

(o)

$

100,000,000

–

$

100,000,000

(2)

$

0.00015310

$

15,310

Total Offering Amounts

$

100,000,000

$

0.00015310

$

15,310

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

$

15,310

 

(1)	An indeterminate number or aggregate principal amount, as applicable, of securities of each identified class is being registered as may from time to time be offered on a primary basis at indeterminate prices, including an indeterminate number or amount of securities that may be issued upon the exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional securities of the registrant that become issuable by reason of any splits, dividends or similar transactions or anti-dilution adjustments.
(2)	Estimated solely for the purpose of calculating the registration fee. Subject to Rule 462(b) under the Securities Act, the aggregate initial offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $100,000,000.

 

 

v3.24.4

Cover	12 Months Ended
	Dec. 31, 2023
Cover [Abstract]
Document Type	S-3
Amendment Flag	false
Entity Registrant Name	SUNSHINE BIOPHARMA INC.
Entity Central Index Key	0001402328
Entity Tax Identification Number	20-5566275
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	333 Las Olas Way
Entity Address, Address Line Two	CU4 Suite 433
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33301
City Area Code	(954)
Local Phone Number	515-0810
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false

v3.24.4

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 16,292,347	$ 21,826,437
Accounts receivable	2,552,362	1,912,153
Inventory	5,734,755	3,289,945
Prepaid expenses	310,591	283,799
Total Current Assets	24,890,055	27,312,334
Property and equipment	365,868	394,249
Intangible assets	1,444,259	776,856
Right-of-use-asset	646,779	760,409
TOTAL ASSETS	27,346,961	29,243,848
Current Liabilities:
Accounts payable and accrued expenses	2,585,466	2,802,797
Earnout payable	2,547,831	3,632,000
Income tax payable	299,869	373,191
Right-of-use-liability	118,670	123,026
Total Current Liabilities	5,551,836	6,931,014
Long-Term Liabilities:
Deferred tax liability	48,729	43,032
Right-of-use-liability	539,035	642,232
Total Long-Term Liabilities	587,764	685,264
TOTAL LIABILITIES	6,139,600	7,616,278
SHAREHOLDERS' EQUITY
Preferred Stock Series B $0.10 par value per share; 1,000,000 shares authorized 10,000 shares issued and outstanding	1,000	1,000
Common Stock $0.001 par value per share; 3,000,000,000 shares authorized; 14,012 and 11,293 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	14	11
Capital paid in excess of par value	84,415,900	80,864,326
Accumulated comprehensive income	696,105	161,847
Accumulated (Deficit)	(63,905,658)	(59,399,614)
TOTAL SHAREHOLDERS' EQUITY	21,207,361	21,627,570
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 27,346,961	$ 29,243,848

v3.24.4

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	14,012	11,293
Common stock, shares outstanding	14,012	11,293
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.10	$ 0.10
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000

v3.24.4

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Sales	$ 24,092,787	$ 4,345,603
Cost of sales	15,753,616	2,649,028
Gross profit	8,339,171	1,696,575
General and Administrative Expenses:
Accounting	463,705	341,139
Consulting	850,173	842,894
Director fees	400,000	300,000
Goodwill impairment	0	18,326,719
Legal	512,199	550,117
Marketing	734,248	578,085
Office	2,142,355	796,007
Patent fees	14,108	15,148
R&D	1,855,830	811,858
Salaries	5,712,968	6,054,962
Taxes	289,737	55,233
Depreciation & amortization	149,147	25,163
Total General and Administrative Expenses	13,124,470	28,697,325
(Loss) From Operations	(4,785,299)	(27,000,750)
Other Income (Expense):
Foreign exchange (loss)	(245)	(476)
Interest income	811,974	518,650
Interest expense	(137,308)	(39,412)
Debt release	0	10,852
Total Other Income (Expense)	674,421	489,614
Net (loss) before income taxes	(4,110,878)	(26,511,136)
Provision for income taxes	395,166	233,304
Net (Loss	(4,506,044)	(26,744,440)
Foreign exchange translation	534,258	184,986
Comprehensive Income (Loss)	$ (3,971,786)	$ (26,559,454)
Basic (Loss) per common share	$ (351.36)	$ (3,523.44)
Diluted (Loss) per common share	$ (351.36)	$ (3,523.44)
Weighted average common shares outstanding (basic)	12,825	7,590
Weighted average common shares outstanding (diluted)	12,825	7,590

v3.24.4

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows From Operating Activities:
Net (Loss)	$ (4,506,044)	$ (26,744,440)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	149,147	25,163
Goodwill impairment	0	18,326,719
Foreign exchange	0	548
Debt release	0	(10,852)
Accounts receivable	(594,141)	(524,486)
Inventory	(2,365,549)	42,983
Prepaid expenses	(21,143)	82,846
Accounts payable and accrued expenses	(1,364,134)	3,359,141
Deferred tax liability	0	3,628
Income tax payable	(73,247)	238,679
Interest payable	0	(48,287)
Net Cash Flows (Used In) Operating Activities	(8,775,111)	(5,248,358)
Cash Flows From Investing Activities:
Reduction in Right-of-use asset	131,949	33,379
Nora Pharma acquisition	0	(14,346,637)
Cash from Nora Pharma acquisition	0	(1,135)
Purchase of intangible assets	(705,848)	(111,015)
Purchase of equipment	(82,251)	(193,982)
Net Cash Flows (Used In) Investing Activities	(656,150)	(14,619,390)
Cash Flows From Financing Activities:
Sale of common stock in private placements	4,089,218	30,367,185
Exercise of warrants	3,502	13,193,177
Purchase of treasury stock	(541,143)	(99,000)
Lease liability	(125,990)	(31,924)
Advances to Nora Pharma - pre acquisition	0	(2,064,331)
Payments of notes payable	0	(1,900,000)
Net Cash Flows Provided by Financing Activities	3,425,587	39,465,107
Cash and Cash Equivalents at Beginning of Period	21,826,437	2,045,167
Net increase (decrease) in cash and cash equivalents	(6,005,674)	19,597,359
Effect of exchange rate changes on cash	(62,674)	(1,075)
Foreign currency translation adjustment	534,258	184,986
Cash and Cash Equivalents at End of Period	16,292,347	21,826,437
Supplementary Disclosure of Cash Flow Information:
Cash paid for interest	0	48,287
Stock issued for acquisition of Nora Pharma	$ 0	$ 4,514,000

v3.24.4

Consolidated Statements of Shareholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Preferred Stock [Member]	Comprehensive Income [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 1	$ 32,789,974	$ 100,000	$ (23,139)	$ (32,655,174)	$ 211,662
Beginning balance, shares at Dec. 31, 2021	1,296		1,000,000
Fractional shares issued for reverse stock split
Fractional shares issued for reverse stock split, shares	2
Common stock and pre-funded warrants issued in public and private offerings, net of issuance costs	$ 3	30,367,182				30,367,185
Common stock and pre-funded warrants issued in public and private offerings, net of issuance costs, shares	3,328
Exercise of warrants	$ 5	13,193,172				13,193,177
Exercise of warrants, shares	4,817
Preferred stock purchased from related party			$ (99,000)			(99,000)
Preferred stock purchased from related party, shares			(990,000)
Common stock issued as part of Nora Pharma acquisition	$ 2	4,513,998				4,514,000
Common stock issued as part of Nora Pharma acquisition, shares	1,850
Net (loss)				184,986	(26,744,440)	(26,559,454)
Ending balance, value at Dec. 31, 2022	$ 11	80,864,326	$ 1,000	161,847	(59,399,614)	21,627,570
Ending balance, shares at Dec. 31, 2022	11,293		10,000
Repurchase of treasury stock		(541,143)				(541,143)
Repurchase of treasury stock, shares	(257)
Common stock and pre-funded warrants issued in a private offering net of expenses	$ 1	4,089,217				4,089,218
Common stock and pre-funded warrants issued in a private offering net of expenses, shares	1,225
Exercise of warrants	$ 2	3,500				3,502
Exercise of warrants, shares	1,751
Net (loss)				534,258	(4,506,044)	(3,971,786)
Ending balance, value at Dec. 31, 2023	$ 14	$ 84,415,900	$ 1,000	$ 696,105	$ (63,905,658)	$ 21,207,361
Ending balance, shares at Dec. 31, 2023	14,012		10,000

v3.24.4

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (4,506,044)	$ (26,744,440)

v3.24.4

Description of Business	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Note 1 – Description of Business   The Company was originally incorporated under the name Mountain West Business Solutions, Inc. on August 31, 2006, in the State of Colorado. Effective October 15, 2009, the Company acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition. Upon completion of the reverse acquisition transaction, the Company changed its name to Sunshine Biopharma, Inc. and began operating as a pharmaceutical company.   Sunshine Biopharma operates two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation with a portfolio of pharmaceutical products consisting of 52 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc. (“Sunshine Canada”), a Canadian corporation which develops and sells nonprescription over-the-counter (“OTC”) products.   The Company has determined that it has two reportable segments:   • Prescription Generic Pharmaceuticals (“Generic Pharmaceuticals”) • Nonprescription Over-The-Counter Products (“OTC Products”)   Through December 31, 2023, sales from the Generic Pharmaceuticals segment represented approximately 97% of total revenues of the Company while the remaining approximately 3% was generated from the sale of OTC Products. Based on these results, the Company deems segmentation reporting to be immaterial at December 31, 2023.   The Company is not subject to material customer concentration risks as it sells its products directly to pharmacies in several Canadian Provinces. However, in Canada Provincial governments reimburse patients for their prescription drugs expenditures to various degrees under drug reimbursement programs, making generic drugs prices highly dependent on governmental policies which may change over time. The most recent negotiations between the pan-Canadian Pharmaceutical Alliance (“pCPA”) and the Canadian Generic Pharmaceutical Association have resulted in updated generic pricing for certain products which took effect on October 1, 2023. The updated prices are valid for three years and the agreement contains an option to extend for an additional two years. On February 29, 2024, the Canadian federal government tabled new drug reimbursement legislation, a bill known as PharmaCare which, if passed, would result in a single-payer program whereby the Canadian federal government would pay for the drugs sold in Canada rather than the Provinces.   In addition, the Company is engaged in the development of the following proprietary drugs:   • Adva-27a, a small chemotherapy molecule for treatment of pancreatic cancer (IND-enabling studies were paused in November 2023 due to unfavorable results. See “Products in Development,” above. • K1.1 mRNA, a lipid nano-particle (LNP) targeted for liver cancer • SBFM-PL4, a protease inhibitor for treatment of Coronavirus infections

v3.24.4

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies   This summary of significant accounting policies is presented to assist the reader in understanding the Company's financial statements. The consolidated financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to Generally Accepted Accounting Principles and have been consistently applied in the preparation of the financial statements.   PRINCIPLES OF CONSOLIDATION   The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all wholly owned. All intercompany accounts and transactions have been eliminated in consolidation.   USE OF ESTIMATES   The preparation of financial statements in conformity with US Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management are valuation of equity instruments, depreciation of property and equipment, and deferred tax asset valuation. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.    TRADE ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS   Trade accounts receivable are stated at net realizable value. The majority of customers are not extended credit and therefore time to maturity for receivables is short. On a periodic basis, management evaluates its trade accounts receivable and determines whether to record an allowance for doubtful accounts or if any accounts should be written off based on a past history of write-offs, collections and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables.   INVENTORY VALUATION   Inventory is valued at the lower of cost and net realizable value. Cost is determined using the first in, first out method. Net realizable value is the estimated selling price in the ordinary course of business, less the costs of completion and costs necessary to make the sale. The cost of inventory includes the purchase price and other costs directly attributable to the acquisition of finished goods.   CASH AND CASH EQUIVALENTS   For the Balance Sheets and Statements of Cash Flows, all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents. The Company had a cash balance of $16,292,347 and $21,826,437 as of December 31, 2023 and December 31, 2022, respectively. At times such cash balances may be in excess of the FDIC limit of $250,000 in the U.S. or the equivalent in Canada.   PROPERTY AND EQUIPMENT   Property and equipment are reviewed for recoverability when events or changes in circumstances indicate that its carrying value may exceed future undiscounted cash inflows. As of December 31, 2023 and 2022, the Company had not identified any such impairment. Repairs and maintenance are charged to operations when incurred and improvements and renewals are capitalized.   Property and equipment are stated at cost. Depreciation is calculated according to the following methods at the following annual rates and period for financial reporting purposes and accelerated methods for tax purposes. Their estimated useful lives are as follows:    Schedule of estimated useful lives     Office Equipment: Straight-line and Declining balance method 5-7 Years / 20% Computer Equipment: Declining balance method 55% Laboratory Equipment: Straight-line method 5 Years Vehicles: Straight-line and Declining balance method 5 Years / 30%   INTANGIBLE ASSETS   Intangible assets are amortized over their estimated useful lives according to the following methods at the following annual rates and period:    Schedule of intangible assets estimated useful lives     Licenses: Straight-line method 5 Years Website: Declining balance method 55%   Intangible assets are tested for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable when it exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposal. In such a case, an impairment loss must be recognized and is equivalent to the excess of the carrying amount of a long-lived asset over its fair value.   INTELLECTUAL PROPERTY RIGHTS - PATENTS AND LICENSES   The cost of patents and licenses acquired is capitalized and is amortized over the remaining life of the patents or licenses.   The Company evaluates recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that intangible assets carrying amount may not be recoverable. Such circumstances include but are not limited to: (i) a significant decrease in the market value of an asset, (ii) a significant adverse change in the extent or manner in which an asset is used, or (iii) an accumulation of cost significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of such assets against the estimated undiscounted future cash flows associated with it.   BASIC AND DILUTED NET GAIN (LOSS) PER SHARE   The Company computes gain or loss per share in accordance with ASC 260 – Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.   Basic net income (loss) per share is calculated by dividing net gain (loss) by the weighted-average common shares outstanding. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the year ended December 31, 2023, no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive.   INCOME TAXES   In accordance with ASC 740 – Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.   The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2023 the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties.   For Canadian and US tax purposes, the Company’s 2020 through 2022 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations.   FUNCTIONAL CURRENCY   The U.S. dollar is the functional currency of the Company which is operating in the United States. The functional currency for the Company's Canadian subsidiaries is the Canadian dollar.   The Company translates its Canadian subsidiaries' financial statements into U.S. dollars as follows:     · Assets and liabilities are translated at the exchange rate in effect as of the financial statement date.   · Income statement accounts are translated using the weighted average exchange rate for the period.   The Company includes translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of shareholders’ equity. There are currently no transactions of a long-term investment nature, nor any gains or losses from non-U.S. currency transactions.   CONCENTRATION OF CREDIT RISKS   Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and trade receivables. The Company places its cash equivalents with high credit quality financial institutions.   FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS   The Company applies the provisions of accounting guidance, ASC 825 – Financial Instruments. ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2023 and 2022, the fair value of cash, accounts receivable and notes receivable, accounts payable, accrued expenses, and other payables approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.   The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).     · Level 1 – Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.         · Level 2 – Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.         · Level 3 – Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.    The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.   NOTES PAYABLE   Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. The Company had no notes payable as of December 31, 2023 and 2022.   REVENUE RECOGNITION   Over 97% of the Company’s revenues are derived from the sale of pharmaceutical products. Pharmaceutical products can only be sold to a specific customer that is either a registered pharmacy or a registered wholesaler. The Company therefore sells only to customers registered with Health Canada, the Canadian equivalent of the FDA. Contracts are drawn up between the wholesalers and the Company for all indirect sales. In the case of direct sales to pharmacies, purchase orders are used instead of contracts. A purchase order, forecast, or other written instructions to purchase any of the Company’s products placed by the customer constitutes an irrevocable offer to purchase. The customer is responsible for ensuring that the terms of any such order are complete and accurate. The purchase order is only deemed to be accepted when the Company (in its sole discretion) accepts the purchase order and delivers on the purchase. The acceptance of any purchase order can be full or partial, at the sole discretion of the Company. No variations to these conditions are binding on the Company unless agreed to in writing between the customer and the Company.   No significant judgments are made in connection with any contracts as the price is already determined, the collection is reasonably assured, and performance obligation is fulfilled when the customer receives the goods. The Company is not required to apply any specific judgments, estimations, or assumptions to determine the price of its products.   Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has been transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenues. The amount invoiced for each product is fixed at the Company’s current price list on the date of shipping and known in advance by the customer and does not vary.   The Company is involved in a singular activity which is to sell pharmaceutical finished goods. The Company fulfills its performance obligation when the customer receives the requested products. When the products leave the Company's warehouse, the transport to the customer is insured and the transfer of ownership to the customer takes place when the customer receives goods. At this point, the Company issues an invoice for the products and remits the applicable sales taxes (GST and QST) to the appropriate governmental agency. It is when the invoice is issued that the revenue is recognized. Unless otherwise agreed to and signed by both parties, payment terms are within 30 days of the date of the invoice. The collection is reasonably assured because of the nature of the Company’s customers. The Company is conducting sales only in Canada. Prices are listed in Canadian dollars and may vary from one Province or Territory to another within Canada. All products sold by the Company are labelled and approved for sale in Canada only and are not intended for export outside of Canada.   In the event of any breach by the Company of any product warranty (whether by reason of defective materials, production faults or otherwise), the Company’s liability shall be limited to, at Company’s option, (i) replacement of the product(s) in question, or (ii) reimbursement of the purchase price. The Company carries product insurance and is not liable for products’ failure to comply with the warranty of products if the failure or damage arises because of the customer’s negligence, deliberate damage, misuse or failure to store the products in conditions per Health Canada specifications. The Company is not liable (whether in contract, in tort or otherwise) for any (i) indirect, special or consequential loss or damage, or (ii) loss of profit, goodwill, business or revenue (in each case whether direct or indirect). These conditions also apply to any replacement products supplied by the Company.   The Company warrants to the customer that, at the time of delivery, the products are compliant with all mandatory quality standards required by applicable regulatory and legal requirements. In return, the customer is required to warrant to the Company that it holds all relevant permits and approvals required under applicable laws to purchase, store, distribute, sell and use the Company’s products. Visible defects or damages must be reported to the Company in writing immediately, but no later than five (5) business days after receipt of the products. Hidden defects must be reported to the Company in writing immediately, but no later than five (5) business days after the customer becomes aware of such defects. The Company shall not be deemed to be in breach of the terms or otherwise liable to customer for any delay in performance or non-performance of its obligations due to circumstances beyond its control, including but not limited to, acts of God, floods, droughts, earthquakes or other natural disasters, terrorist attacks, wars, preparations for war, armed conflicts, civil commotions or riots, epidemics or pandemics, fires, strikes, lockouts, shortages of material or labor, breakdown or damage to machinery or equipment, accidents, any law or governmental order or other regulations or action taken by a governmental entity, or default of any third party suppliers or provider of services or products, or any causes not within the Company’s control.   LEASES   The Company recognizes and measures its leases in accordance with FASB ASC 842, Leases. The Company is a lessee in a non-cancellable operating lease for office space. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right-of-use (ROU) asset at the commencement date. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. The discount rate is the implicit rate if it is readily determinable or otherwise the Company uses its incremental borrowing rate. The implicit rates of the Company's lease are not readily determinable and accordingly, the Company uses its incremental borrowing rate based on the information available at the commencement date for all leases. The Company’s incremental borrowing rate for a lease is the 6% interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The ROU asset is subsequently measured throughout the lease term at the remaining amount (i.e., present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized. Lease cost for lease payments is recognized on a straight-line basis over the lease term.   The Company has elected, for all underlying classes of assets, not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease cost associated with its short-term leases on a straight-line basis over the lease term.   Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS    The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

v3.24.4

Acquisition of Nora Pharma Inc.	12 Months Ended
	Dec. 31, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Acquisition of Nora Pharma Inc.	Note 3 – Acquisition of Nora Pharma Inc.   On October 20, 2022, the Company acquired all of the issued and outstanding shares of Nora Pharma Inc. (“Nora Pharma), a Canadian privately held pharmaceutical company. The purchase price for the shares was $18,860,637 which was paid in cash ($14,346,637) and by the issuance of 1,850 shares of the Company’s common stock valued at $4,514,000 or $2,440 per share on the acquisition date. Nora Pharma sells generic pharmaceutical products in Canada. Nora Pharma’s operations are authorized by a Drug Establishment License issued by Health Canada.   The following table summarizes the allocation of the purchase price as of October 20, 2022, the acquisition date using Nora Pharma’s balance sheet assets and liabilities:   Schedule of allocation of purchase price         Accounts receivable   $ 1,358,121   Inventory     3,181,916   Intangible assets     659,571   Equipment & furniture     210,503   Other assets     1,105,093   Total assets     6,515,204   Liabilities assumed     (5,981,286 ) Net assets     533,918   Goodwill     18,326,719   Total Consideration   $ 18,860,637     The value of the 1,850 common shares issued as part of the consideration paid for Nora Pharma was determined based on the closing market price of the Company’s common shares on the acquisition date, October 20, 2022 ($2,440 per share).   As part of the consideration paid for Nora Pharma, the Company agreed to a $5,000,000 CAD ($3,632,000 USD) earnout amount payable to Mr. Malek Chamoun, the seller of Nora Pharma. The earnout is payable in the form of twenty (20) payments of $250,000 CAD for every $1,000,000 CAD increase in gross sales (as defined in the Purchase Agreement) above Nora Pharma’s June 30, 2022 gross sales, provided that his employment with the Company is not terminated pursuant to the Company’s employment agreement with him. The total earnout amount of $3,632,000 has been recorded as a salary payable. During the twelve-month period ended December 31, 2023, the Company paid an earn-out amount of $1,084,169 leaving a balance earn-out to be paid of $2,547,831 at December 31, 2023.

v3.24.4

Goodwill	12 Months Ended
	Dec. 31, 2023
Goodwill
Goodwill	Note 4 – Goodwill   The Company acquired Nora Pharma on October 20, 2022. Allocation of the purchase price per ASC 805-20-25-1 yielded a goodwill amount of $18,326,719. The Company’s used a discounted cash flow model which requires estimating future cash flows expected to be generated from the acquired entity, discounted to their present value using a risk-adjusted discount rate and terminal values.   Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data. Management determined that there are inherent uncertainties related to these factors as well as significant risks to cash flows due to ongoing geopolitical and geo-economics conflicts, making the discounted cash flow model unreliable.   The following table presents the changes in the carrying amount of goodwill of the Company as of December 31, 2022 and 2023. The provisions of ASC 350-20-50-1 require the disclosure of cumulative impairment. As a result of the acquisition, a new basis in goodwill was recorded in accordance with ASC 805-10. All impairments shown in the table below have been recorded subsequent to the acquisition. The Company had no goodwill on its balance sheet prior to the acquisition:   Schedule of goodwill         Balance as of December 31, 2021   $ –   Acquisition of Nora Pharma (October 20, 2022)     18,326,719   Impairment     (18,326,719 ) Balance as of December 31, 2022     –   Additions in 2023     –   Balance as of December 31, 2023   $ –

v3.24.4

Intangible Assets	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 5 – Intangible Assets   Intangible assets, net, consisted of the following at December 31, 2022 and 2023:   Schedule of intangible assets         Balance as of December 31, 2021   $ –   Finite-Lived intangible assets     659,571   Dossier fee additions     121,807   Balance at December 31, 2022     781,378   Less accumulated amortization     (4,522 ) Finite-lived intangible assets, net at December 31, 2022   $ 776,856             Balance as of December 31, 2022   $ 776,856   Dossier fee additions     710,372   Balance at December 31, 2023     1,487,228   Less accumulated amortization     (42,969 ) Finite-lived intangible assets, net at December 31, 2023   $ 1,444,259     As of December 31, 2023, the estimated amortization expense of the Company’s intangible assets for each of the next five years is as follows:   Schedule of estimated amortization expense         2024   $ 59,745   2025     59,745   2026     58,541   2027     19,041   2028     9,985

v3.24.4

Plant, Property and Equipment	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Plant, Property and Equipment	Note 6 – Plant, Property and Equipment   Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment begins in the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property, plant and equipment consist of the following:   Schedule of property and equipment                     Year Ended December 31,       2023     2022   Equipment   $ 171,859     $ 162,534   Computer equipment     7,368       16,418   Furniture and fixtures     34,132       33,329   Leasehold improvements     17,664       –   Vehicles     324,841       265,774   Total     555,864       478,055   Less: Accumulated depreciation     (189,996 )     (83,806 ) Plant, property and equipment, net   $ 365,868     $ 394,249     Depreciation expense for the years ended December 31, 2023 and 2022 amounted to $110,701 and $20,641, respectively.

v3.24.4

Reverse Stock Splits	12 Months Ended
	Dec. 31, 2023
Reverse Stock Splits
Reverse Stock Splits	Note 7 – Reverse Stock Splits   Effective February 9, 2022, the Company completed a 1 for 200 reverse split of its common stock. The Company had previously completed two 20 to 1 reverse stock splits, one in 2019 and the other in 2020. Effective April 17, 2024 and August 8, 2024, the Company completed 1-for-100 and 1-for-20 reverse splits of its common stock, respectively. The Company’s financial statements included in this report reflect all five (5) reverse stock splits on a retroactive basis for all periods presented and for all references to common stock, unless specifically stated otherwise.

v3.24.4

Capital Stock	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Capital Stock	Note 8 – Capital Stock   The Company’s authorized capital is comprised of 3,000,000,000 shares of common stock, par value $0.001, and 30,000,000 shares of preferred stock, $0.10 par value. As of September 30, 2024, the Company had authorized 1,000,000 shares of Series B Preferred Stock. The Series B Preferred Stock is non-convertible and non-redeemable. It has a liquidation preference equal to the stated value of $0.10 per share, relative to the common stock and gives the holder the right to 1,000 votes per share. As of September 30, 2024, 130,000 shares of Series B Preferred Stock were outstanding and held by the Company’s Chief Executive Officer.   On February 17, 2022, the Company completed a public offering and received net proceeds of $6,833,071 from the offering. Pursuant to the public offering, the Company issued and sold an aggregate of 941 shares of common stock and 20,051 warrants to purchase shares of common stock (the “Tradeable Warrants”).   On October 12, 2023, the Company held a special meeting of the holders of the outstanding Tradeable Warrants in which the holders of the majority of the outstanding Tradeable Warrants approved an amendment to the Warrant Agent Agreement to eliminate the provision that prohibited the Company’s CEO from exercising his voting rights under the Series B Preferred Stock, as well as to lower the exercise price of the Tradeable Warrants from $4,440 to $220. The Company entered into the amendment to the Warrant Agent Agreement on October 18, 2023.   On March 14, 2022, the Company completed a private placement and received net proceeds of $6,781,199. In connection with this private placement, the Company issued (i) 1,150 shares of its common stock together with investor warrants (“Investor Warrants”) to purchase up to 1,150 shares of common stock, and (ii) 651 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock, together with Investor Warrants to purchase up to 6,511 shares of common stock. Each share of common stock and accompanying Investor Warrant was sold together at a combined offering price of $4,440 and each Pre-Funded Warrant and accompanying Investor Warrant were sold together at a combined offering price of $4,438. The Pre-Funded Warrants were immediately exercisable, at an exercise price of $2.00, and could be exercised at any time until all of the Pre-Funded Warrants were exercised in full. The Investor Warrants have an exercise price of $4,440 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance.   On April 28, 2022, the Company completed another private placement and received net proceeds of $16,752,915. In connection with this private placement, the Company issued (i) 1,236 shares of its common stock together with warrants (“April Warrants”) to purchase up to 2,472 shares of common stock, and (ii) 1,195 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock, together with April Warrants to purchase up to 2,390 shares of common stock. Each share of common stock and accompanying two April Warrants were sold together at a combined offering price of $8,020 and each Pre-Funded Warrant and accompanying two April Warrants were sold together at a combined offering price of $8,018. The Pre-Funded Warrants were immediately exercisable, at an exercise price of $2.00, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The April Warrants have an exercise price of $7,520 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance.   On October 20, 2022, the Company issued 1,850 shares of common stock as part of the acquisition of Nora Pharma. These shares were valued at $4,514,000, or $2,440 per share.   On January 19, 2023, the Company announced a stock repurchase program of up to $2 million (“Stock Repurchase Program”). During the six months ended June 30, 2023, the Company repurchased a total of 2,228 shares of common stock at an average price of $2,274.20 per share for a total cost of $506,822. The 2,228 repurchased shares were cancelled and returned to treasury reducing the number of issued and outstanding shares from 11,292 to 9,064.   On May 16, 2023, the Company completed a private placement pursuant to a securities purchase agreement with an institutional investor for gross proceeds of approximately $5 million, before deducting fees to the placement agent and other offering expenses payable by the Company. The net proceeds received by the Company were $4,089,218. In connection with the private placement, the Company issued (i) 1,225 shares of common stock, (ii) 1,751 pre-funded warrants (the “May Pre-Funded Warrants”), and (iii) investor warrants (the “May Warrants”) to purchase up to 5,952 shares of common stock. Each share of common stock and accompanying two May Warrants were sold together at a combined offering price of $1,680 and each May Pre-Funded Warrant and accompanying two May Warrants were sold together at a combined offering price of $1,678. The May Pre-Funded Warrants are immediately exercisable, at an exercise price of $2.00, and may be exercised at any time until all of the May Pre-Funded Warrants are exercised in full. The May Warrants have an exercise price of $1,180 per share (subject to adjustment as set forth therein), are exercisable upon issuance and will expire five and a half years from the date of issuance.   In 2022 and 2023, the Company issued a total of 5,396 shares of common stock in connection with warrant exercises for aggregate net proceeds of $13,196,681.   In July 2023, the Company repurchased a total of 34 shares of common stock under the Stock Repurchase Program announced on January 19, 2023, at an average price of $1,009.20 per share for a total cost of $34,321. In October 2023, the 34 repurchased shares were cancelled and returned to treasury reducing the number of issued and outstanding shares from 12,873 to 12,839.   On November 16, 2023, the Company issued 1,173 shares of common stock and received net proceeds of $2,346 in connection with the exercise of all 1,173 remaining May Pre-Funded Warrants at an exercise price of $2.00 per share.   On February 8, 2024, the Company issued 20,000 shares of Series B Preferred Stock to the Company’s CEO for a purchase price of $0.10 per share.   On February 15, 2024, the Company completed an underwritten public offering and in connection therewith it issued an aggregate of 35,714 shares of common stock, of which 22,500 shares were issued in connection with pre-funded warrant exercises.   On March 4, 2024, the Company issued 100,000 shares of Series B Preferred Stock to the Company’s CEO for a purchase price of $0.10 per share.   On April 17, 2024, the Company completed a 1-for-100 reverse split of its common stock.   In April and May 2024, the Company issued 1,120,784 shares of common stock in connection with the cashless exercise of all of the Series A Warrants and received $0 in net proceeds.   On August 16, 2024, the Company issued 150,285 shares of common stock in connection with the rounding up of fractional shares following the reverse stock splits of April 17, 2024 and August 8, 2024.   In August and September 2024, the Company issued 678,865 shares of common stock in connection with the exercise of 678,865 Series B Warrants and received aggregate net proceed of $1,892,608.   As of September 30, 2024 and December 31, 2023, the Company had a total of 1,999,660 and 14,012 shares of common stock issued and outstanding, respectively.   The Company has declared no dividends since inception.

v3.24.4

Warrants	12 Months Ended
	Dec. 31, 2023
Warrants
Warrants	Note 9 – Warrants   The Company accounts for issued warrants either as a liability or equity in accordance with ASC 480-10 or ASC 815-40. Under ASC 480-10, warrants are considered a liability if they are mandatorily redeemable and they require settlement in cash, other assets, or a variable number of shares. If warrants do not meet liability classification under ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the warrants should be classified as a liability or as equity. Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations as a gain or loss. If warrants do not require liability classification under ASC 815-40, in order to conclude warrants should be classified as equity, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP standard. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.   In 2022, 2023, and during the nine months ended September 30, 2024, the Company completed five (5) financing events, and in connection therewith, it issued warrants as follows: Schedule of warrants issued with financing              Type   Number   Exercise Price   Expiry Date 2022 Pre-Funded Warrants   1,846   $2.00   Unlimited Tradeable Warrants   2,051   $4,440.00   February 2027 Investor Warrants   1,801   $4,440.00   March 2027 April Warrants   4,862   $7,520.00   April 2027 May Pre-Funded Warrants   1,751   $2.00   Unlimited May Investor Warrants   5,952   $1,180.00   November 2028 2024 Pre-Funded Warrants   22,500   $2.00   Unlimited Series A Warrants   3,986*   $4,200.00*   August 2026 Series B Warrants   7,973*   $4,760.00*   February 2029   * Subject to adjustments per the Series A and Series B Warrant Agreements.   As of September 30, 2024, all of the 2022 Pre-Funded Warrants, all of the May Pre-Funded Warrants, all of the 2024 Pre-Funded Warrants, a total of 1,569 Tradeable Warrants, 1,401 Investor Warrants, all of the Series A Warrants, and 678,865 Series B Warrants were exercised resulting in aggregate net proceeds of $15,134,289 received by the Company.   On February 11, 2024, the Company redeemed all of the April Warrants and all of the May Investor Warrants for an aggregate purchase price of $3,139,651.   The Company’s outstanding warrants as of September 30, 2024 consisted of the following: Schedule of warrants outstanding              Type   Number   Exercise Price   Expiry Date Tradeable Warrants   481   $220.00   February 2027 Investor Warrants   400   $4,440.00   March 2027 Series B Warrants   12,934,062*   $2.7879*   February 2029   * As adjusted and subject to further adjustments per the Series B Warrant Agreements.

v3.24.4

Earnings Per Share	12 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
Earnings Per Share	Note 10 – Earnings Per Share   The following table sets forth the computation of basic and diluted net income per share for the years ended December 31:   Schedule of earnings per share computation                 2023     2022   Net gain (loss) attributable to common stock   $ (4,506,044 )   $ (26,744,440 ) Basic weighted average outstanding shares of common stock     12,825       7,590   Dilutive common share equivalents     –       –   Dilutive weighted average outstanding shares of common stock     12,825       7,590   Net gain (loss) per share attributable to common stock   $ (351.36 )   $ (3,523.44 )

v3.24.4

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 11 – Income Taxes   The components of the provision for income taxes were as follows:   Schedule of provision for income taxes         Current:         Federal   $ –   State     50   Foreign     379,246   Total Current     379,296   Deferred:         Federal     –   State     –   Foreign     15,870   Total Deferred      15,870   Total   $ 395,166     The Company’s effective tax rate differs from the federal statutory rate as follows:   Schedule of income tax expense                 Pre-Tax Book Income   $ (826,953 )   $ 20.14%   State Taxes     50       0.00%   Permanent Adjustments     56,812       -1.38%   Change in Valuation Allowance     860,705       -20.96%   Foreign Tax Rate Differential     –       0.00%   Rate Change     167,676       -4.08%   Provision to Return Adjustments     67,144       -1.63%   Other     69,732       -1.70%   Total   $ 395,166     $ -9.62%     The components of the net deferred tax assets and liabilitie were as follows:   Schedule of components of net deferred tax assets       Deferred Tax Assets:       Net Operating Loss, Credits and Carryforwards   $ 5,277,829   Fixed Assets     –   Intangibles     641,800   Research and Development     25,327   Other DTA     454,890   Lease Liability     174,292   Valuation Allowance     (6,397,374 ) Deferred Tax Assets     176,764   Deferred Tax Liabilities:         Fixed Assets     (54,095 ) Intangibles     –   Right-of-Use Asset     (171,396 ) Deferred Tax Liabilities     (225,491 ) Net Deferred Tax Liability   $ (48,727 )

v3.24.4

Leases	12 Months Ended
	Dec. 31, 2023
Leases
Leases	Note 12 – Leases   The Company has obligations as a lessee for office space with initial non-cancellable terms in excess of one year. The Company classified the lease as an operating lease. The lease contains a renewal option for a period of five years. Because the Company is certain to exercise the renewal option, the optional period is included in determining the lease term, and associated payments under the renewal option are included in the lease payments. The Company’s lease does not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contract include fixed payments plus a variable Payment. The Company’s office space lease requires it to make variable payments for the Company’s proportionate share of building’s property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred.   Amounts reported on the balance sheet as of December 31, 2023 were as follows:    Schedule of lease information   Operating lease ROU asset $646,779 Operating Lease liability - Short-term $118,670 Operating lease liability - Long-term $539,035 Remaining lease term 6 years Discount rate 6%    Amounts disclosed for ROU assets obtained in exchange for lease obligations and reductions of ROU assets resulting from reductions of lease obligations include amounts reduced from the carrying amount of ROU assets resulting from deferred rent.   Maturities of lease liabilities under non-cancellable operating leases at December 31, 2023 are as follows:   Schedule of maturities of lease liabilities   2024 $118,670 2025 $118,862 2026 $112,582 2027 $106,042 2028 $99,881 Thereafter $101,667

v3.24.4

Management and Director Compensation	12 Months Ended
	Dec. 31, 2023
Management And Director Compensation
Management and Director Compensation	Note 13 – Management and Director Compensation   The Company paid its officers cash compensation totaling $1,515,000 and $1,785,000 for the years ended December 31, 2023 and 2022, respectively. Of these amounts attributable to the Company’s CEO, $0 and $60,000, respectively was paid to Advanomics Corporation, a company controlled by the CEO of the Company.   The Company paid its directors cash compensation totaling $400,000 and $300,000 for the years ended December 31, 2023 and 2022, respectively.

v3.24.4

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
PRINCIPLES OF CONSOLIDATION	PRINCIPLES OF CONSOLIDATION   The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all wholly owned. All intercompany accounts and transactions have been eliminated in consolidation.
USE OF ESTIMATES	USE OF ESTIMATES   The preparation of financial statements in conformity with US Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management are valuation of equity instruments, depreciation of property and equipment, and deferred tax asset valuation. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.
TRADE ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS	TRADE ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS   Trade accounts receivable are stated at net realizable value. The majority of customers are not extended credit and therefore time to maturity for receivables is short. On a periodic basis, management evaluates its trade accounts receivable and determines whether to record an allowance for doubtful accounts or if any accounts should be written off based on a past history of write-offs, collections and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables.
INVENTORY VALUATION	INVENTORY VALUATION   Inventory is valued at the lower of cost and net realizable value. Cost is determined using the first in, first out method. Net realizable value is the estimated selling price in the ordinary course of business, less the costs of completion and costs necessary to make the sale. The cost of inventory includes the purchase price and other costs directly attributable to the acquisition of finished goods.
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS   For the Balance Sheets and Statements of Cash Flows, all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents. The Company had a cash balance of $16,292,347 and $21,826,437 as of December 31, 2023 and December 31, 2022, respectively. At times such cash balances may be in excess of the FDIC limit of $250,000 in the U.S. or the equivalent in Canada.
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT   Property and equipment are reviewed for recoverability when events or changes in circumstances indicate that its carrying value may exceed future undiscounted cash inflows. As of December 31, 2023 and 2022, the Company had not identified any such impairment. Repairs and maintenance are charged to operations when incurred and improvements and renewals are capitalized.   Property and equipment are stated at cost. Depreciation is calculated according to the following methods at the following annual rates and period for financial reporting purposes and accelerated methods for tax purposes. Their estimated useful lives are as follows:    Schedule of estimated useful lives     Office Equipment: Straight-line and Declining balance method 5-7 Years / 20% Computer Equipment: Declining balance method 55% Laboratory Equipment: Straight-line method 5 Years Vehicles: Straight-line and Declining balance method 5 Years / 30%
INTANGIBLE ASSETS	INTANGIBLE ASSETS   Intangible assets are amortized over their estimated useful lives according to the following methods at the following annual rates and period:    Schedule of intangible assets estimated useful lives     Licenses: Straight-line method 5 Years Website: Declining balance method 55%   Intangible assets are tested for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable when it exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposal. In such a case, an impairment loss must be recognized and is equivalent to the excess of the carrying amount of a long-lived asset over its fair value.
INTELLECTUAL PROPERTY RIGHTS - PATENTS AND LICENSES	INTELLECTUAL PROPERTY RIGHTS - PATENTS AND LICENSES   The cost of patents and licenses acquired is capitalized and is amortized over the remaining life of the patents or licenses.   The Company evaluates recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that intangible assets carrying amount may not be recoverable. Such circumstances include but are not limited to: (i) a significant decrease in the market value of an asset, (ii) a significant adverse change in the extent or manner in which an asset is used, or (iii) an accumulation of cost significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of such assets against the estimated undiscounted future cash flows associated with it.
BASIC AND DILUTED NET GAIN (LOSS) PER SHARE	BASIC AND DILUTED NET GAIN (LOSS) PER SHARE   The Company computes gain or loss per share in accordance with ASC 260 – Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.   Basic net income (loss) per share is calculated by dividing net gain (loss) by the weighted-average common shares outstanding. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the year ended December 31, 2023, no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive.
INCOME TAXES	INCOME TAXES   In accordance with ASC 740 – Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.   The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2023 the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties.   For Canadian and US tax purposes, the Company’s 2020 through 2022 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations.
FUNCTIONAL CURRENCY	FUNCTIONAL CURRENCY   The U.S. dollar is the functional currency of the Company which is operating in the United States. The functional currency for the Company's Canadian subsidiaries is the Canadian dollar.   The Company translates its Canadian subsidiaries' financial statements into U.S. dollars as follows:     · Assets and liabilities are translated at the exchange rate in effect as of the financial statement date.   · Income statement accounts are translated using the weighted average exchange rate for the period.   The Company includes translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of shareholders’ equity. There are currently no transactions of a long-term investment nature, nor any gains or losses from non-U.S. currency transactions.
CONCENTRATION OF CREDIT RISKS	CONCENTRATION OF CREDIT RISKS   Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and trade receivables. The Company places its cash equivalents with high credit quality financial institutions.
FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS	FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS   The Company applies the provisions of accounting guidance, ASC 825 – Financial Instruments. ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2023 and 2022, the fair value of cash, accounts receivable and notes receivable, accounts payable, accrued expenses, and other payables approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.   The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).     · Level 1 – Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.         · Level 2 – Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.         · Level 3 – Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.    The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.
NOTES PAYABLE	NOTES PAYABLE   Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. The Company had no notes payable as of December 31, 2023 and 2022.
REVENUE RECOGNITION	REVENUE RECOGNITION   Over 97% of the Company’s revenues are derived from the sale of pharmaceutical products. Pharmaceutical products can only be sold to a specific customer that is either a registered pharmacy or a registered wholesaler. The Company therefore sells only to customers registered with Health Canada, the Canadian equivalent of the FDA. Contracts are drawn up between the wholesalers and the Company for all indirect sales. In the case of direct sales to pharmacies, purchase orders are used instead of contracts. A purchase order, forecast, or other written instructions to purchase any of the Company’s products placed by the customer constitutes an irrevocable offer to purchase. The customer is responsible for ensuring that the terms of any such order are complete and accurate. The purchase order is only deemed to be accepted when the Company (in its sole discretion) accepts the purchase order and delivers on the purchase. The acceptance of any purchase order can be full or partial, at the sole discretion of the Company. No variations to these conditions are binding on the Company unless agreed to in writing between the customer and the Company.   No significant judgments are made in connection with any contracts as the price is already determined, the collection is reasonably assured, and performance obligation is fulfilled when the customer receives the goods. The Company is not required to apply any specific judgments, estimations, or assumptions to determine the price of its products.   Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has been transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenues. The amount invoiced for each product is fixed at the Company’s current price list on the date of shipping and known in advance by the customer and does not vary.   The Company is involved in a singular activity which is to sell pharmaceutical finished goods. The Company fulfills its performance obligation when the customer receives the requested products. When the products leave the Company's warehouse, the transport to the customer is insured and the transfer of ownership to the customer takes place when the customer receives goods. At this point, the Company issues an invoice for the products and remits the applicable sales taxes (GST and QST) to the appropriate governmental agency. It is when the invoice is issued that the revenue is recognized. Unless otherwise agreed to and signed by both parties, payment terms are within 30 days of the date of the invoice. The collection is reasonably assured because of the nature of the Company’s customers. The Company is conducting sales only in Canada. Prices are listed in Canadian dollars and may vary from one Province or Territory to another within Canada. All products sold by the Company are labelled and approved for sale in Canada only and are not intended for export outside of Canada.   In the event of any breach by the Company of any product warranty (whether by reason of defective materials, production faults or otherwise), the Company’s liability shall be limited to, at Company’s option, (i) replacement of the product(s) in question, or (ii) reimbursement of the purchase price. The Company carries product insurance and is not liable for products’ failure to comply with the warranty of products if the failure or damage arises because of the customer’s negligence, deliberate damage, misuse or failure to store the products in conditions per Health Canada specifications. The Company is not liable (whether in contract, in tort or otherwise) for any (i) indirect, special or consequential loss or damage, or (ii) loss of profit, goodwill, business or revenue (in each case whether direct or indirect). These conditions also apply to any replacement products supplied by the Company.   The Company warrants to the customer that, at the time of delivery, the products are compliant with all mandatory quality standards required by applicable regulatory and legal requirements. In return, the customer is required to warrant to the Company that it holds all relevant permits and approvals required under applicable laws to purchase, store, distribute, sell and use the Company’s products. Visible defects or damages must be reported to the Company in writing immediately, but no later than five (5) business days after receipt of the products. Hidden defects must be reported to the Company in writing immediately, but no later than five (5) business days after the customer becomes aware of such defects. The Company shall not be deemed to be in breach of the terms or otherwise liable to customer for any delay in performance or non-performance of its obligations due to circumstances beyond its control, including but not limited to, acts of God, floods, droughts, earthquakes or other natural disasters, terrorist attacks, wars, preparations for war, armed conflicts, civil commotions or riots, epidemics or pandemics, fires, strikes, lockouts, shortages of material or labor, breakdown or damage to machinery or equipment, accidents, any law or governmental order or other regulations or action taken by a governmental entity, or default of any third party suppliers or provider of services or products, or any causes not within the Company’s control.
LEASES	LEASES   The Company recognizes and measures its leases in accordance with FASB ASC 842, Leases. The Company is a lessee in a non-cancellable operating lease for office space. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right-of-use (ROU) asset at the commencement date. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. The discount rate is the implicit rate if it is readily determinable or otherwise the Company uses its incremental borrowing rate. The implicit rates of the Company's lease are not readily determinable and accordingly, the Company uses its incremental borrowing rate based on the information available at the commencement date for all leases. The Company’s incremental borrowing rate for a lease is the 6% interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The ROU asset is subsequently measured throughout the lease term at the remaining amount (i.e., present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized. Lease cost for lease payments is recognized on a straight-line basis over the lease term.   The Company has elected, for all underlying classes of assets, not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease cost associated with its short-term leases on a straight-line basis over the lease term.   Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS    The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

v3.24.4

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of estimated useful lives	Schedule of estimated useful lives     Office Equipment: Straight-line and Declining balance method 5-7 Years / 20% Computer Equipment: Declining balance method 55% Laboratory Equipment: Straight-line method 5 Years Vehicles: Straight-line and Declining balance method 5 Years / 30%
Schedule of intangible assets estimated useful lives	Schedule of intangible assets estimated useful lives     Licenses: Straight-line method 5 Years Website: Declining balance method 55%

v3.24.4

Acquisition of Nora Pharma Inc. (Tables)	12 Months Ended
	Dec. 31, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Schedule of allocation of purchase price	Schedule of allocation of purchase price         Accounts receivable   $ 1,358,121   Inventory     3,181,916   Intangible assets     659,571   Equipment & furniture     210,503   Other assets     1,105,093   Total assets     6,515,204   Liabilities assumed     (5,981,286 ) Net assets     533,918   Goodwill     18,326,719   Total Consideration   $ 18,860,637

v3.24.4

Goodwill (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill
Schedule of goodwill	Schedule of goodwill         Balance as of December 31, 2021   $ –   Acquisition of Nora Pharma (October 20, 2022)     18,326,719   Impairment     (18,326,719 ) Balance as of December 31, 2022     –   Additions in 2023     –   Balance as of December 31, 2023   $ –

v3.24.4

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Schedule of intangible assets         Balance as of December 31, 2021   $ –   Finite-Lived intangible assets     659,571   Dossier fee additions     121,807   Balance at December 31, 2022     781,378   Less accumulated amortization     (4,522 ) Finite-lived intangible assets, net at December 31, 2022   $ 776,856             Balance as of December 31, 2022   $ 776,856   Dossier fee additions     710,372   Balance at December 31, 2023     1,487,228   Less accumulated amortization     (42,969 ) Finite-lived intangible assets, net at December 31, 2023   $ 1,444,259
Schedule of estimated amortization expense	Schedule of estimated amortization expense         2024   $ 59,745   2025     59,745   2026     58,541   2027     19,041   2028     9,985

v3.24.4

Plant, Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment                     Year Ended December 31,       2023     2022   Equipment   $ 171,859     $ 162,534   Computer equipment     7,368       16,418   Furniture and fixtures     34,132       33,329   Leasehold improvements     17,664       –   Vehicles     324,841       265,774   Total     555,864       478,055   Less: Accumulated depreciation     (189,996 )     (83,806 ) Plant, property and equipment, net   $ 365,868     $ 394,249

v3.24.4

Warrants (Tables)	12 Months Ended
	Dec. 31, 2023
Warrants
Schedule of warrants issued with financing	Schedule of warrants issued with financing              Type   Number   Exercise Price   Expiry Date 2022 Pre-Funded Warrants   1,846   $2.00   Unlimited Tradeable Warrants   2,051   $4,440.00   February 2027 Investor Warrants   1,801   $4,440.00   March 2027 April Warrants   4,862   $7,520.00   April 2027 May Pre-Funded Warrants   1,751   $2.00   Unlimited May Investor Warrants   5,952   $1,180.00   November 2028 2024 Pre-Funded Warrants   22,500   $2.00   Unlimited Series A Warrants   3,986*   $4,200.00*   August 2026 Series B Warrants   7,973*   $4,760.00*   February 2029   * Subject to adjustments per the Series A and Series B Warrant Agreements.
Schedule of warrants outstanding	Schedule of warrants outstanding              Type   Number   Exercise Price   Expiry Date Tradeable Warrants   481   $220.00   February 2027 Investor Warrants   400   $4,440.00   March 2027 Series B Warrants   12,934,062*   $2.7879*   February 2029   * As adjusted and subject to further adjustments per the Series B Warrant Agreements.

v3.24.4

Earnings Per Share (Tables)	12 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
Schedule of earnings per share computation	Schedule of earnings per share computation                 2023     2022   Net gain (loss) attributable to common stock   $ (4,506,044 )   $ (26,744,440 ) Basic weighted average outstanding shares of common stock     12,825       7,590   Dilutive common share equivalents     –       –   Dilutive weighted average outstanding shares of common stock     12,825       7,590   Net gain (loss) per share attributable to common stock   $ (351.36 )   $ (3,523.44 )

v3.24.4

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of provision for income taxes	Schedule of provision for income taxes         Current:         Federal   $ –   State     50   Foreign     379,246   Total Current     379,296   Deferred:         Federal     –   State     –   Foreign     15,870   Total Deferred      15,870   Total   $ 395,166
Schedule of income tax expense	Schedule of income tax expense                 Pre-Tax Book Income   $ (826,953 )   $ 20.14%   State Taxes     50       0.00%   Permanent Adjustments     56,812       -1.38%   Change in Valuation Allowance     860,705       -20.96%   Foreign Tax Rate Differential     –       0.00%   Rate Change     167,676       -4.08%   Provision to Return Adjustments     67,144       -1.63%   Other     69,732       -1.70%   Total   $ 395,166     $ -9.62%
Schedule of components of net deferred tax assets	Schedule of components of net deferred tax assets       Deferred Tax Assets:       Net Operating Loss, Credits and Carryforwards   $ 5,277,829   Fixed Assets     –   Intangibles     641,800   Research and Development     25,327   Other DTA     454,890   Lease Liability     174,292   Valuation Allowance     (6,397,374 ) Deferred Tax Assets     176,764   Deferred Tax Liabilities:         Fixed Assets     (54,095 ) Intangibles     –   Right-of-Use Asset     (171,396 ) Deferred Tax Liabilities     (225,491 ) Net Deferred Tax Liability   $ (48,727 )

v3.24.4

Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Leases
Schedule of lease information	Schedule of lease information   Operating lease ROU asset $646,779 Operating Lease liability - Short-term $118,670 Operating lease liability - Long-term $539,035 Remaining lease term 6 years Discount rate 6%
Schedule of maturities of lease liabilities	Schedule of maturities of lease liabilities   2024 $118,670 2025 $118,862 2026 $112,582 2027 $106,042 2028 $99,881 Thereafter $101,667

v3.24.4

Description of Business (Details Narrative) - Revenue Benchmark [Member] - Product Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2023
Generic Pharmaceuticals [Member]
Product Information [Line Items]
Concentration risk, percentage	97.00%
O T C Products [Member]
Product Information [Line Items]
Concentration risk, percentage	3.00%

v3.24.4

Summary of Significant Accounting Policies (Details - Estimated lives)	12 Months Ended
	Dec. 31, 2023
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	5-7 Years / 20%
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	55%
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	5 Years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	5 Years / 30%

v3.24.4

Summary of Significant Accounting Policies (Details - Intangible assets)	12 Months Ended
	Dec. 31, 2023
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset estimated useful lives	5 Years
Website [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset estimated useful lives	55%

v3.24.4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash balance	$ 16,292,347	$ 21,826,437
Anti dilutive securities shares	0

v3.24.4

Acquisition of Nora Pharma Inc. (Details - Allocation purcahse price) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Oct. 20, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Business combination, goodwill	$ 0	$ 0		$ 0
Nora Pharma [Member]
Business Acquisition [Line Items]
Business combination, account receivable			$ 1,358,121
Business combination, inventory			3,181,916
Business combination, intangible assets			659,571
Business combination, equipment and furniture			210,503
Business combination, other assets			1,105,093
Business combination, total assets			6,515,204
Business combination, liabilities assumed			(5,981,286)
Business combination, net assets			533,918
Business combination, goodwill			18,326,719
Business combination, total consideration			$ 18,860,637

v3.24.4

Acquisition of Nora Pharma Inc. (Details Narrative)		12 Months Ended
	Oct. 20, 2022 USD ($) shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 20, 2022 CAD ($)
Business Acquisition [Line Items]
Payments to acquire shares		$ (0)	$ 14,346,637
Stock issued for acquisition, value			4,514,000
Earnout payable		2,547,831	$ 3,632,000
Nora Pharma [Member]
Business Acquisition [Line Items]
Purchase price of shares	$ 18,860,637
Payments to acquire shares	$ 14,346,637
Stock issued for acquisition | shares	1,850
Stock issued for acquisition, value	$ 4,514,000
Nora Pharma [Member] | Malek Chamoun [Member]
Business Acquisition [Line Items]
Earnout payable	$ 3,632,000	2,547,831		$ 5,000,000
Payment of earnout liability		$ 1,084,169

v3.24.4

Goodwill (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill
Gooodwill, Beginning balance	$ 0	$ 0
Goodwill acquisition of nora pharma		18,326,719
Goodwill impairment	0	(18,326,719)
Goodwill additions	0
Gooodwill, Ending balance	$ 0	$ 0

v3.24.4

Goodwill (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Oct. 20, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Goodwill amount	$ 0	$ 0		$ 0
Nora Pharma [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill amount			$ 18,326,719

v3.24.4

Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Finite lived intangible assets	$ 1,487,228	$ 781,378	$ 0
Intangible assets acquired		659,571
Intangible assets additions	710,372	121,807
Less accumulated amortization	(42,969)	(4,522)
Finite lived intangible assets, net	$ 1,444,259	$ 776,856

v3.24.4

Intangible Assets (Details - Amortization expense)	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 59,745
2025	59,745
2026	58,541
2027	19,041
2028	$ 9,985

v3.24.4

Plant, Property and Equipment (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total	$ 555,864	$ 478,055
Less: Accumulated depreciation	(189,996)	(83,806)
Plant, property and equipment, net	365,868	394,249
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	171,859	162,534
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	7,368	16,418
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total	34,132	33,329
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total	17,664	0
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total	$ 324,841	$ 265,774

v3.24.4

Plant, Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 110,701	$ 20,641

v3.24.4

Reverse Stock Splits (Details Narrative)	Feb. 09, 2022
First Reverse Stock Split [Member]
Offsetting Assets [Line Items]
Reverse stock split	1 for 200 reverse split

v3.24.4

Capital Stock (Details Narrative) - USD ($)												1 Months Ended					6 Months Ended	9 Months Ended	12 Months Ended
	Aug. 16, 2024	Apr. 17, 2024	Mar. 04, 2024	Feb. 15, 2024	Feb. 08, 2024	Nov. 16, 2023	May 16, 2023	Oct. 20, 2022	Apr. 28, 2022	Mar. 14, 2022	Feb. 17, 2022	Sep. 30, 2024	Aug. 31, 2024	May 31, 2024	Apr. 30, 2024	Jul. 31, 2023	Jun. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Jan. 19, 2023
Class of Stock [Line Items]
Common stock, shares authorized																			3,000,000,000	3,000,000,000
Common stock, par value																			$ 0.001	$ 0.001
Stock issued for acquisition, value																				$ 4,514,000
Stock repurchase program amount																					$ 2,000,000
Proceeds from warrant exercise																			$ 3,502	13,193,177
Issuance of common stock shares, value																			$ 3,502	$ 13,193,177
Common stock, shares issued												1,999,660						1,999,660	14,012	11,293
Common stock, shares outstanding												1,999,660						1,999,660	14,012	11,293
Dividends																			$ 0
Pre Funded Warrants [Member]
Class of Stock [Line Items]
Number of shares issued				22,500
Series B Warrants [Member]
Class of Stock [Line Items]
Proceeds from warrant exercise												$ 1,892,608	$ 1,892,608
Stock converted, shares converted												678,865	678,865
Warrants Exercised [Member]
Class of Stock [Line Items]
Issuance of common stock shares																			5,396	5,396
Proceeds from warrant exercise																			$ 13,196,681	$ 13,196,681
Exercise Of May Pre Funded Warrants [Member]
Class of Stock [Line Items]
Issuance of common stock shares						1,173
Proceeds from warrant exercise						$ 2,346
Nora Pharma Inc [Member]
Class of Stock [Line Items]
Stock issued for acquisition, shares								1,850
Stock issued for acquisition, value								$ 4,514,000
Private Placement [Member]
Class of Stock [Line Items]
Net proceeds issuance of private placement									$ 16,752,915	$ 6,781,199
Single Institutional Investor [Member]
Class of Stock [Line Items]
Gross proceeds from sale of stock							$ 5,000,000
Net proceeds from sale of stock							$ 4,089,218
Tradeable Warrants [Member]
Class of Stock [Line Items]
Warrants issued, shares																		2,051
Nominal exercise price												$ 4,440.00						$ 4,440.00
Common Stock Member And Investor Warrants [Member] | Private Placement [Member]
Class of Stock [Line Items]
Stock issued new, shares										1,150
Common Stock Member And April Warrants [Member] | Private Placement [Member]
Class of Stock [Line Items]
Stock issued new, shares									1,236
May Pre Funded Warrants [Member]
Class of Stock [Line Items]
Warrants issued, shares																		1,751
Nominal exercise price												2.00						$ 2.00
May Pre Funded Warrants [Member] | Single Institutional Investor [Member]
Class of Stock [Line Items]
Warrants issued, shares							1,751
May Investor Warrants [Member]
Class of Stock [Line Items]
Warrants issued, shares																		5,952
Nominal exercise price												$ 1,180.00						$ 1,180.00
May Investor Warrants [Member] | Single Institutional Investor [Member]
Class of Stock [Line Items]
Warrants issued, shares							5,952
May Pre Funded Warrant [Member]
Class of Stock [Line Items]
Warrants exercised						1,173
Nominal exercise price						$ 2.00
Public Offering [Member]
Class of Stock [Line Items]
Net proceeds issuance of private placement											$ 6,833,071
Public Offering [Member] | Tradeable Warrants [Member]
Class of Stock [Line Items]
Warrants issued, shares											20,051
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized												1,000,000						1,000,000	1,000,000	1,000,000
Preferred stock, par value																			$ 0.10	$ 0.10
Preferred stock, shares outstanding																			10,000	10,000
Common Stock [Member]
Class of Stock [Line Items]
Stock repurchased, shares																34	2,228
Payment for stock repurchased																$ 34,321	$ 506,822
Issuance of common stock shares														1,120,784	1,120,784
Number of shares issued				35,714
Reverse stock split		1-for-100
Issuance of common stock shares, value														$ 0	$ 0
Stock issued for rounding of reverse stock split	150,285
Stock converted, shares issued												678,865	678,865
Common Stock [Member] | Single Institutional Investor [Member]
Class of Stock [Line Items]
Stock issued new, shares							1,225
Common Stock [Member] | Public Offering [Member]
Class of Stock [Line Items]
Stock issued new, shares											941
Director [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized																			30,000,000
Preferred stock, par value																			$ 0.10
Chief Executive Officer [Member] | Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding												130,000						130,000
Number of shares issued			100,000		20,000
Purchase price			$ 0.10		$ 0.10

v3.24.4

Warrants (Details - Warrants issued with financing)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Pre Funded Warrants 2022 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants | shares	1,846
Exercise price | $ / shares	$ 2.00
Expiry date	Unlimited
Tradeable Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants | shares	2,051
Exercise price | $ / shares	$ 4,440.00
Expiry date	February 2027
Investor Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants | shares	1,801
Exercise price | $ / shares	$ 4,440.00
Expiry date	March 2027
April Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants | shares	4,862
Exercise price | $ / shares	$ 7,520.00
Expiry date	April 2027
May Pre Funded Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants | shares	1,751
Exercise price | $ / shares	$ 2.00
Expiry date	Unlimited
May Investor Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants | shares	5,952
Exercise price | $ / shares	$ 1,180.00
Expiry date	November 2028
Pre Funded Warrants 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants | shares	22,500
Exercise price | $ / shares	$ 2.00
Expiry date	Unlimited
Series A Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants | shares	3,986	[1]
Exercise price | $ / shares	$ 4,200.00	[1]
Expiry date	August 2026
Series B Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants | shares	7,973	[1]
Exercise price | $ / shares	$ 4,760.00	[1]
Expiry date	February 2029
[1] Subject to adjustments per the Series A and Series B Warrant Agreements.

v3.24.4

Warrants (Details - Warrants outstanding)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Tradeable Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding | shares	481
Exercise price | $ / shares	$ 220.00
Expiry date	February 2027
Investor Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding | shares	400
Exercise price | $ / shares	$ 4,440.00
Expiry date	March 2027
Series B Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding | shares	12,934,062	[1]
Exercise price | $ / shares	$ 2.7879	[1]
Expiry date	February 2029
[1] As adjusted and subject to further adjustments per the Series B Warrant Agreements.

v3.24.4

Warrants (Details Narrative) - USD ($)		9 Months Ended	12 Months Ended
	Feb. 11, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Proceeds from warrant exercises			$ 3,502	$ 13,193,177
Tradeable Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants exercised		1,569
Investor Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants exercised		1,401
Series B Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants exercised		678,865
Proceeds from warrant exercises		$ 15,134,289
April Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate purchase price	$ 3,139,651
May Investor Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate purchase price	$ 3,139,651

v3.24.4

Earnings Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net gain (loss) attributable to common stock	$ (4,506,044)	$ (26,744,440)
Basic weighted average outstanding shares of common stock	12,825	7,590
Dilutive common share equivalents	$ 0	$ 0
Dilutive weighted average outstanding shares of common stock	12,825	7,590
Net gain (loss) per share attributable to common stock	$ (351.36)	$ (3,523.44)

v3.24.4

Income Taxes (Details - Provision for income taxes) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 0
State	50
Foreign	379,246
Total Current	379,296
Deferred:
Federal	0
State	0
Foreign	15,870
Total Deferred	15,870
Total	$ 395,166	$ 233,304

v3.24.4

Income Taxes (Details - Reconcilation of tax rate) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Pre-Tax Book Income	$ (826,953)
Pre-Tax Book Income, Tax Rate	20.14%
State Taxes	$ 50
State Taxes, Tax Rate	0.00%
Permanent Adjustments	$ 56,812
Permanent Adjustments, Tax Rate	(1.38%)
Change in Valuation Allowance	$ 860,705
Change in Valuation Allowance, Tax Rate	(20.96%)
Foreign Tax Rate Differential	$ 0
Foreign Tax Rate Differential, Tax Rate	0.00%
Rate Change	$ 167,676
Rate Change, Tax Rate	(4.08%)
Provision to Return Adjustments	$ 67,144
Provision to Return Adjustments, Tax Rate	(1.63%)
Other Adjustments	$ 69,732
Other Adjustments, Tax Rate	(1.70%)
Total	$ 395,166	$ 233,304
Total Effective Income, Tax Rate	(9.62%)

v3.24.4

Income Taxes (Details - Deferred taxes)	Dec. 31, 2023 USD ($)
Deferred Tax Assets:
Net Operating Loss, Credits and Carryforwards	$ 5,277,829
Fixed Assets	0
Intangibles	641,800
Research and Development	25,327
Other DTA	454,890
Lease Liability	174,292
Valuation Allowance	(6,397,374)
Deferred Tax Assets	176,764
Deferred Tax Liabilities:
Fixed Assets	(54,095)
Intangibles	0
Right-of-Use Asset	(171,396)
Deferred Tax Liabilities	(225,491)
Net Deferred Tax Liability	$ (48,727)

v3.24.4

Lease (Details - Lease information) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating lease ROU asset	$ 646,779	$ 760,409
Operating Lease liability - Short-term	118,670	123,026
Operating lease liability - Long-term	$ 539,035	$ 642,232
Remaining lease term	6 years
Discount rate	6.00%

v3.24.4

Lease (Details - Maturities of lease payments)	Dec. 31, 2023 USD ($)
Leases
2024	$ 118,670
2025	118,862
2026	112,582
2027	106,042
2028	99,881
Thereafter	$ 101,667

v3.24.4

Management and Director Compensation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Officers compensation	$ 1,515,000	$ 1,785,000
Directors compensation	400,000	300,000
Advanomics Corporation [Member]
Defined Benefit Plan Disclosure [Line Items]
Officers compensation	$ 0	$ 60,000

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