FORM 8K - Sunshine Biopharma
Transcript of FORM 8K - Sunshine Biopharma
U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):January 1, 2018
SUNSHINE BIOPHARMA, INC.
(Exact name of small business issuer as specified in its charter)
Colorado 00052898 205566275(State or other jurisdiction
of incorporation)(Commission File Number) (IRS Employer ID No.)
6500 TransCanada Highway
4th FloorPointeClaire, Quebec, Canada H9R 0A5 (Address of principal executive offices)
514) 4266161
(Issuer’s Telephone Number) Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)[ ] Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a12)[ ] Precommencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b))[ ] Precommencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 ofthis chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter). Emerging growth company [X] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement On January 1, 2018, we entered into a Share Purchase Agreement with Mohamed Belhaj and Atlas Pharma Inc. (the “Atlas Agreement”), whereinwe acquired all of the issued and outstanding shares (the “Shares”) of Atlas Pharma Inc., (“Atlas”) from Mr. Belhaj. The purchase price for theShares was Eight Hundred Forty Eight Thousand Dollars ($848,000). All references to dollar amounts in this report refer to Canadian dollars,unless otherwise indicated. The purchase price included a cash payment of $100,500, plus issuance of 20,000,000 shares of our Common Stock,plus a promissory note in the principal amount of $450,000, with interest payable at the rate of 3% per annum. We are required to make paymentsof $10,000 per calendar quarter, due and payable on or before the end of each such calendar quarter through December 31, 2023. Atlas is a certified company dedicated to chemical analysis of pharmaceutical and other industrial samples. Atlas Pharma has 9 fulltimeemployees and generated revenues of approximately $500,000 in 2017. Housed in a 5,250 square foot facility, Atlas’s operations are authorizedby a Drug Establishment License (DEL) issued by Health Canada and are fully compliant with the requirements of Good Manufacturing Practices(GMP). We intend to expand Atlas’ business operations by purchasing additional equipment and hiring more technical and sales personnel. There are noassurances that this will occur. Audited financial statements of Atlas will be filed as part of an Amendment to this report within the time parameters established by the applicablerule. A copy of the Atlas Agreement is attached hereto as Exhibit 10.13, and incorporated herein by reference as if set forth. Item 7.01 Regulation FD Disclosure Our Press Release relating to the Atlas Agreement described above is attached as Exhibit 99.7 and is hereby incorporated.
Item 9.01 Financial Statements and Exhibits (b) Exhibits. The following exhibits are included in this report: No. Description 10.13 Share Purchase Agreement with Mohamed Belhaj and Atlas Pharma, Inc. 99.7 Press Release Announcing Agreement to Acquire Atlas Phrma
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalfby the undersigned hereunto duly authorized. SUNSHINE BIOPHARMA, INC (Registrant) Dated: January 4, 2018 By: /s/ Dr. Steve N. Slilaty Dr. Steve N. Slilaty Chief Executive Officer
Exhibit 10.13
Exhibit 99.7
For Immediate ReleaseJanuary 4, 2018
SUNSHINE BIOPHARMA COMPLETES THE ACQUISITION OF ATLAS PHARMA Montreal, Quebec, Canada (ACCESSWIRE) – On January 1, 2018, Sunshine Biopharma Inc. (OTCBB: “SBFM”), a pharmaceutical companyfocused on the research, development and commercialization of drugs for the treatment of various forms of cancer, completed the acquisition ofAtlas Pharma Inc., a Montrealbased analytical chemistry company fully accredited by Health Canada and registered with the FDA. Atlas Pharmais a certified company dedicated to chemical analysis of pharmaceutical and other industrial samples. The acquisition price of $0.85 millionCanadian (approximately $0.68 million US) was paid in cash, longterm debt and Common Stock of the Company. Atlas Pharma has 9 fulltime employees and generated revenues of approximately $500,000 Canadian (approximately $400,000 US) in 2017.Housed in a 5,250 square foot facility, Atlas Pharma operations are authorized by a Drug Establishment License (DEL) issued by Health Canadaand are fully compliant with the requirements of Good Manufacturing Practices (GMP). More information about Atlas Pharma is available atwww.atlaspharmainc.ca. Sunshine intends to expand Atlas’ business operations by purchasing additional equipment and hiring more technical and sales personnel. About Sunshine Biopharma Sunshine Biopharma is pharmaceutical company committed to becoming more fully integrated by offering pharmaceutical services and genericdrugs in addition to its original proprietary drug development program. The Company is currently undertaking a brokered private placement of upto $10 million in Canada and intends to use the net proceeds from this offering for implementation of the Company’s business plan including theclinical development of Adva27a, the Company’s flagship anticancer compound. Tests conducted on Adva27a have demonstrated the drug’seffectiveness at destroying multidrug resistant cancer cells including Pancreatic Cancer cells, Breast Cancer cells, Uterine Sarcoma cells andSmallCell Lung Cancer cells. Clinical trials for Pancreatic Cancer indication are planned to be conducted at McGill University’s Jewish GeneralHospital in Montreal, Canada.
Safe Harbor ForwardLooking Statements To the extent that statements in this press release are not strictly historical, including statements as to revenue projections, business strategy,outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of theCompany's development, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forwardlooking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forwardlookingstatements contained in this release are subject to certain risks and uncertainties that could cause actual results to differ materially from thestatements made. For Additional Information Contact:Camille Sebaaly, CFOSunshine Biopharma Inc.Direct Line: 5148140464camille.sebaaly@sunshinebiopharma.comwww.sunshinebiopharma.com