Sunshine Biopharma Inc.: Form 10-Q for the period ended Jun 30, 2026

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The statements regarding Sunshine Biopharma Inc. contained in this Report that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Important factors known to us that could cause such material differences are identified in this report and in our annual report on Form 10-K for the year ended December 31, 2025. We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. You are advised, however, to consult any future disclosures we make on related subjects in future reports we file with the SEC.

About Sunshine Biopharma

We are a pharmaceutical company offering and researching life-saving medicines in a wide variety of therapeutic areas, including oncology and antivirals. We have two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation, through which we currently have 60 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc., a Canadian corporation through which we develop and sell OTC supplements.

In addition, we are conducting a proprietary drug development program which is comprised of (i) K1.1 mRNA, an LNP encapsulated mRNA targeted for liver cancer, and (ii) SBFM-PL4, a protease inhibitor for treatment of SARS Coronavirus infections.

Commercial Operations

Our commercial operations are focused on the procurement of rights to generic pharmaceutical products for sale, currently in Canada and ultimately around the world. We seek to secure such rights through various types of strategic arrangements, including:

• In-licensing and Supply Agreements: Nora Pharma acquires the rights to import, market, sell and distribute the products in Canada by purchasing the drug dossiers from strategic partners. Nora Pharma then files the dossiers with Health Canada to obtain regulatory approval prior to marketing. The approval process at Health Canada takes on average of 12 months. The products are sold under Nora Pharma label.
• Cross-licensing: Nora Pharma acquires the rights to import, market, sell and distribute the products in Canada by receiving an authorization letter from pharmaceutical partners. The partners’ products are already approved in Canada but we are still required to obtain our own approval from Health Canada, which takes on average 45-60 days. The products are sold under Nora Pharma label.
• Distribution Agreements: Nora Pharma acquires the rights to market, sell and distribute the products in Canada by signing distribution agreements with various pharmaceutical partners. The partners’ products are already approved by Health Canada. The products are sold under the partners’ label.

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Generic drugs are pharmaceutically equivalent to the brand name drugs. They contain identical medicinal ingredients in the same amounts as the brands. Generic medications, however, may have different non-medicinal ingredients than the brand name drugs, but the generic developer must show that these do not affect the safety, efficacy, or quality of the drug compared to the brand. When a generic drugs company wants to sell a generic drug in Canada, it must file a generic drug submission with Health Canada. The submission is called an Abbreviated New Drug Submission (ANDS). The submission is reviewed by scientists and health care experts at Health Products and Food Branch (HPFB) of Health Canada. All generic drug submissions go through the same process as the brand name drug submissions. If the evaluation shows that the generic drug meets all regulatory requirements (including patent and data protection considerations), Health Canada will issue a Notice of Compliance (NOC) and a Drug Identification Number (DIN) to the applicant. The NOC and DIN signal the drug's official approval in Canada and permit the applicant to market the drug in Canada. Once a company obtains the NOC and DIN for a drug, then it begins the process with Pan-Canadian Pharmaceutical Alliance (pCPA) to have the drug listed on the provincial and territorial formularies and federal government drug benefit plans.

We currently have the following generic prescription drugs on the market in Canada:

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* Our distribution agreements were terminated effective December 31, 2025, reducing the drugs we have on the market from 71 to 60.

In addition to the 60 drugs currently on the market, we have 22 additional drugs in our pipeline including 12 we anticipate launching during the remainder of 2026. These additional drugs will address various human health areas including cardiovascular, oncology, gastroenterology, central nervous system, diabetes, urology, endocrinology, anti-infective, and anti-inflammatory.

We believe the addition of these products to our existing portfolio will strengthen our presence in the Canadian $11.2 billion a year generic drug market (IMARC Group) and provide us with greater access to pharmacies as we become more of a go-to supplier for every-day and specialty medicines.

Research and Development

The following table summarizes our proprietary drugs in development:

K1.1 Anticancer mRNA

In June 2021, we initiated a new research project in which we set out to determine if certain mRNA molecules can be used as anti-cancer agents. The data collected to date have shown that a selected group of mRNA molecules are capable of destroying cancer cells in vitro including multidrug resistant breast cancer cells (MCF-7/MDR), ovarian adenocarcinoma cells (OVCAR-3), and pancreatic cancer cells (SUIT-2). Studies using non-transformed (normal) human cells (HMEC cells) showed that these mRNA molecules had little cytotoxic side effects. These new mRNA molecules, bearing the laboratory name K1.1, were adapted for delivery into patients using a lipid nanoparticle (LNP) technology similar to the one employed in the COVID-19 mRNA vaccines. On April 20, 2022, we filed a provisional patent application in the United States covering our K1.1 mRNA molecules. The patent application was converted into a PCT Application on October 18, 2024 and published by the United States Patent and Trademark Office (“USPTO”) on September 4, 2025.

In November 2022, we concluded an agreement with a specialized commercial partner for the purposes of formulating our K1.1 mRNA molecules into specific lipid nanoparticles for use in test animals including xenograft mice. The initial results of our animal testing indicated that our K1.1 mRNA-LNP constructs were effective at reducing the size of liver cancer tumors in xenograft mice. We are currently seeking to confirm these results by conducting additional xenograft experiments on a broader scale and in more detailed dose-response studies.

SBFM-PL4 SARS Coronavirus Treatment

The initial genome expression products following infection by Betacoronavirus, the causative agent of COVID-19, are two large polyproteins, referred to as pp1a and pp1ab. These two polyproteins are cleaved at 15 specific sites by two virus encoded proteases, called Mpro and PLpro, to generate 16 different non-structural proteins essential for viral replication. Mpro and PLpro represent attractive anti-viral drug development targets as they play a central role in the early stages of viral replication. PLpro is of particular interest as a therapeutic target in that, in addition to processing essential viral proteins, it is also responsible for suppression of the human immune system making the virus more life-threatening. PLpro is present only in Betacoronaviruses, the subgroup of Coronaviruses represented by the highly pathogenic SARS-CoV, MERS-CoV, and SARS-CoV-2.

Our Anti-Coronavirus research effort has been focused on developing an inhibitor of PLpro and, on May 22, 2020, we filed a provisional patent application in the United States covering composition subject matter pertaining to small molecules for inhibition of the Coronavirus PLpro as well as Mpro. Our provisional patent application, entitled Inhibitors of Coronavirus Protease, was converted into a PCT patent application on April 30, 2021. On May 12, 2026, the United States Patent and Trademark Office (“USPTO”) issued U.S. Patent No. 12,624,066 B2, entitled Compounds and Methods for Treatment of Coronavirus Infection. This newly issued patent protects our aforesaid technology for new chemical entities designed to inhibit coronavirus replication. We have been informed by the USPTO that our new patent is eligible for an extension of 706 days and will therefore expire in 2043 instead of 2041.

In February 2022, we expanded our PLpro inhibitors research effort by entering into a research agreement with the University of Arizona for the purposes of conducting research focused on determining the in vivo safety, pharmacokinetics, and dose selection properties of three University of Arizona owned PLpro inhibitors, to be followed by efficacy testing in mice infected with SARS-CoV-2 (the “Research Project”). Under the agreement, the University of Arizona granted us a first option to negotiate a commercial, royalty-bearing license for all intellectual property developed by University of Arizona under the Research Project. In addition, we and the University of Arizona have entered into an option agreement (the “Option Agreement”) whereby we were granted a first option to negotiate a royalty-bearing commercial license for the underlying technology of the Research Project. On September 13, 2022, we exercised our options, and on February 24, 2023, we entered into an exclusive worldwide license agreement with the University of Arizona for all of the technology related to the Research Project.

We have since broadened our objective to include the development of a first-in-class PLpro inhibitor to treat SARS-CoV2 and potentially SARS-CoV and MERS-CoV infection in patients who could not use Paxlovid, Molnupiravir, or Remdesivir, due to concerns about drug interactions and possible rebound infections and other side effects.

Our current lead compound has been found to be active at sub micromolar concentrations against PLpro and exhibited antiviral activity in SRAS-CoV-2 infected cells as well as in cells infected with several different variants of concern. In addition, our compound had favorable pharmacokinetics properties in rodent species and exhibited preferred drug accumulation in the lungs over plasma. The compound was found to be orally active in a K18-human-ACE2 transgenic mouse model and to significantly reduce virus load in the lungs of infected animals in a dose-dependent manner without gross toxicities. In August 2024, we published these and other research results related to this project in the Journal of Medicinal Chemistry (J. Med. Chem. 2024, 67, 13681−13702). Additional research results on our lead compound have more recently been published also in the Journal of Medicinal Chemistry in March 2026 (J. Med. Chem. 2026, 69, 8433−8450). Copies of these articles are available on our website at: www.sunshinebiopharma.com/scientific-publications/ (http://www.sunshinebiopharma.com/scientific-publications/).

Intellectual Property

On May 22, 2020, we filed a provisional patent application in the United States for a new treatment for Coronavirus infections. Our patent application, entitled Inhibitors of Coronavirus Protease, covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro, an enzyme that is essential for viral replication. The patent application has a priority date of May 22, 2020. On April 30, 2021, we filed a PCT application containing new research results and extending coverage to include the Coronavirus Papain-Like protease, PLpro. The priority date of May 22, 2020 has been maintained in the newly filed PCT application. On May 12, 2026, the United States Patent and Trademark Office (“USPTO”) issued U.S. Patent No. 12,624,066 B2, entitled “Compounds and Methods for Treatment of Coronavirus Infection.” This newly issued patent protects our aforesaid technology for new chemical entities designed to inhibit coronavirus replication. We have been informed by the USPTO that our new patent is eligible for an extension of 706 days and will therefore expire in 2043 instead of 2041.

On April 20, 2022, we filed a provisional patent application in the United States covering mRNA molecules capable of destroying cancer cells in vitro. The patent application contains composition and utility subject matter pertaining to the structure and sequence of the relevant mRNA molecules. The patent application was converted into a PCT Application on October 18, 2024 and published by the USPTO on September 4, 2025.

Effective February 24, 2023, we became the exclusive, worldwide licensee of the University of Arizona for three (3) patents related to small molecules which inhibit the Coronavirus protease, PLpro.

Our wholly owned subsidiary, Nora Pharma, owns over 190 DIN’s issued by Health Canada for prescription drugs currently on the market in Canada. These DIN’s were secured through in-licenses or cross-licenses from international manufacturers of generic pharmaceutical products.

In addition, we own four (4) NPN’s issued by Health Canada including (i) NPN 80089663 which authorizes us to manufacture and sell our in-house developed OTC product, Essential•9™, (ii) NPN 80093432 which authorizes us to manufacture and sell the OTC product, Calcium-Vitamin D, (iii) NPN 80125047 which authorizes us to manufacture and sell the OTC product, L-Citrulline, and (iv) NPN 80127436 which authorizes us to manufacture and sell the OTC product, Taurine.

On September 30, 2025, we received official trademark registration from the USPTO (Registration No. 7,963,385) for “Sunshine Biopharma Inc.” and Design.

On April 15, 2026, we received official trademark registration from the Canadian Intellectual Property Office of Canadian trademark registration (Registration No. LMC/TMA 1,402,862) for “Sunshine Biopharma Inc.” and Design.

Results of Operations

Comparison of results of operations for the three months ended June 30, 2026 and 2025

During the three months ended June 30, 2026, we generated $9,263,687 in sales, compared to $9,410,230 for the three months ended June 30, 2025, a decrease of $146,543 (1.6%). The decrease is largely a result of termination of our distribution agreements effective December 31, 2025. The direct cost for generating these sales was $6,837,005 (73.8%) for the three months ended June 30, 2026, compared to $5,987,364 (63.6%) for the three months ended June 30, 2025. The increase in cost of sales was a result of the cost of finished goods increasing by $337,530 and sales rebates increasing by $245,966. In addition, inventory obsolescence increased by $207,977. Our gross profit for the three months ended June 30, 2026 was $2,426,682 (26.2%), compared to $3,422,866 (36.4%) for the three months ended June 30, 2025, a decrease of $996,184. The decrease was largely due to the increase in cost of sales.

General and administrative expenses during the three-month period ended June 30, 2026 were $4,039,540, compared to $5,477,521 during the three-month period ended June 30, 2025, a decrease of $1,437,981. The decrease was the net result of decreases in certain expense categories against modest increases in others. For the three months ended June 30, 2026, there was an increase in legal fees of $266,008 and accounting fees of $89,190, offset by a decrease in consulting fees by $417,863, salaries by $125,016, office expenses by $44,418, and R&D by $183,010, when compared to the same three-month period ended June 30, 2025. Overall, we incurred a loss of $1,612,858 from our operations for the three months ended June 30, 2026, compared to a loss of $2,054,655 from our operations in the three-month period ended June 30, 2025, a decrease of $441,797.

We had interest income of $48,816 during the three months ended June 30, 2026, compared to interest income of $72,715 during the three months ended June 30, 2025.

As a result, we incurred a net loss of $1,564,048 ($1.15 per share) for the three months ended June 30, 2026, compared to a net loss of $1,770,834 ($3.94 per share) for the three-month period ended June 30, 2025.

Comparison of results of operations for the six months ended June 30, 2026 and 2025

During the six months ended June 30 2026, we generated revenues of $17,352,452, compared to revenue of $18,311,571 for the six months ended June 30, 2025, a decrease of $959,119, or 5.2%. The direct cost for generating these revenues was $12,744,780 for the six months ended June 30, 2026 (73.4%), compared to $12,158,279 (66.4%) for the six months ended June 30, 2025. Our gross profit decreased by $1,545,620 from $6,153,292 for the six months ended June 30, 2025, to $4,607,672 for the same period in 2026.

General and administrative expenses during the six-month period ended June 30, 2026, were $7,616,127, compared to $9,503,697 during the six-month period ended June 30, 2025, a decrease of $1,887,570. The significant decrease was primarily attributable to a $1,061,809 impairment of intangible assets which did not occur in the six month ended June 30, 2026. The other expense categories which contributed to this decrease were consulting fees which decreased by $640,002 and R&D expenses which decreased by $366,563. These were partially offset by an increase in legal fees of $327,885. Overall, we incurred a loss of $3,008,455 from our operations in the six-month period ended June 30, 2026, compared to a loss from operations of $3,350,405 in the similar period of 2025, a decrease of $341,950.

We had interest income of $97,242 during the six months ended June 30, 2026, compared to interest income of $148,082 during the six months ended June 30, 2025. The decrease in interest income was a result of having less cash on hand in the 2026 period compared to 2025.

In addition, we had a one-time payment of $103,320 in the six months ended June 30, 2026 which we did not have in the six months ended June 30, 2025. This amount was allocated to us as part of a settlement of a class-action lawsuit against BF Borgers CPA PC, our previous auditor whom we terminated in May 2024.

As a result of the foregoing, we incurred a net loss of $2,807,917 ($2.95 per share) for the six-month period ended June 30, 2026, compared to a net loss of $2,950,605 ($8.19 per share) for the six-month period ended June 30, 2025.

Liquidity and Capital Resources

As of June 30, 2026, we had cash and cash equivalents of $13,748,301.

Net cash used in operating activities was $2,990,108 during the six months ended June 30, 2026, compared to $2,968,400 during the six-month period ended June 30, 2025, largely unchanged.

Cash flows used in investing activities were $109,638 for the six months ended June 30, 2026, compared to $762,204 for the six months ended June 30, 2025. The decrease was the result of fewer purchases of equipment and intangible assets (drug licenses) by Nora Pharma.

Cash flows provided by financing activities were $7,804,185 during the six months ended June 30, 2026, compared to $4,023,908 during the six months ended June 30, 2025. The increase was a result of a financing event which was completed on May 19, 2026.

We are currently generating revenue of approximately $9 million per quarter and incurring a quarterly deficit of approximately $1.5 million. Our attention is currently focused on increasing sales and streamlining operations to reduce expenses. We estimate that our existing cash on hand together with cash we generate from sales will be sufficient to fund our operations for the next 27 months. There is no assurance our estimates will be accurate. We have no committed sources of capital and we anticipate that we will need to raise additional capital in the future for expansion of our generic pharmaceuticals sales operations and further research and development. Additional capital may not be available on terms acceptable to us, or at all.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

For a detailed list of significant accounting policies, please see our annual report on Form 10-K for the fiscal year ended December 31, 2025, including our financial statements and notes thereto included therein as filed with the SEC on April 3, 2026.

Recently Adopted Accounting Standards

We have adopted all new accounting standards impacting operations.

Off Balance-Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Based on this evaluation, our management, including our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2026, at reasonable assurance levels.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.