Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - Sunshine Biopharma, Inc | sbfm_ex991.htm |
| EX-10.2 - REGISTRATION RIGHTS AGREEMENT - Sunshine Biopharma, Inc | sbfm_ex102.htm |
| EX-10.1 - EQUITY FINANCING AGREEMENT - Sunshine Biopharma, Inc | sbfm_ex101.htm |
| EX-4.1 - PROMISSORY NOTE - Sunshine Biopharma, Inc | sbfm_ex41.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): September 10, 2018
SUNSHINE BIOPHARMA INC.
(Exact
name of registrant as specified in its charter)
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Colorado
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000-52898
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20-5566275
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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6500 Trans-Canada Highway
4th Floor
Pointe-Claire, Quebec, Canada H9R 0A5
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (514) 426-6161
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communication pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(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
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On
September 10, 2018, Sunshine
Biopharma, Inc., a Colorado corporation (the
“Company”), entered into an Equity Financing Agreement
(“Equity Financing Agreement”) and Registration Rights
Agreement (“Registration Rights Agreement”) with GHS
Investments LLC, a Nevada limited liability company
(“GHS”). Under the terms of the Equity Financing
Agreement, GHS agreed to provide the Company with up to $10,000,000
upon effectiveness of a registration statement on Form S-1 (the
“Registration Statement”) filed with the U.S.
Securities and Exchange Commission (the
“Commission”).
Following
effectiveness of the Registration Statement, the Company shall have
the discretion to deliver puts to GHS and GHS will be obligated to
purchase shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”) based on the
investment amount specified in each put notice. The maximum amount
that the Company shall be entitled to put to GHS in each put notice
shall not exceed two hundred fifty percent (250%) of the average
daily trading dollar volume of the Company’s Common Stock
during the ten (10) trading days preceding the put date, so long as
such amount does not exceed $300,000. Pursuant to the Equity
Financing Agreement, GHS and its affiliates will not be permitted
to purchase and the Company may not put shares of the
Company’s Common Stock to GHS that would result in
GHS’s beneficial ownership equaling more than 9.99% of the
Company’s outstanding Common Stock. The price of each put
share shall be equal to eighty one percent (81%) of the Market
Price (as defined in the Equity Financing Agreement). Puts may be
delivered by the Company to GHS until the earlier of thirty-six
(36) months after the effectiveness of the Registration Statement
or the date on which GHS has purchased an aggregate of $10,000,000
worth of Common Stock under the terms of the Equity Financing
Agreement. Additionally, in accordance with the Equity Financing
Agreement, the Company shall issue GHS a promissory note in the
principal amount of $20,000 to offset transaction costs (the
“Note”). The Note bears interest at the rate of 8% per
annum, is not convertible and is due on June 30, 2019.
The Registration Rights Agreement provides that the Company shall
(i) use its best efforts to file with the Commission the
Registration Statement within 30 days of the date of the
Registration Rights Agreement; and (ii) have the Registration
Statement declared effective by the Commission within 30 days after
the date the Registration Statement is filed with the Commission,
but in no event more than 90 days after the Registration Statement
is filed.
The foregoing is only a brief description of the material terms of
the Equity Financing Agreement, Registration Rights Agreement, and
Note, and does not purport to be a complete description of the
rights and obligations of the parties thereunder, and such
descriptions are qualified in their entirety by reference to the
Equity Financing Agreement, Registration Rights Agreement, and Note
filed as Exhibits 10.1, 10.2, and 4.1 respectively, to this Current
Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On September 14, 2018, the Company issued a press release
announcing the Company’s entry into the Equity Financing
Agreement and the Registration Rights Agreement. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated by reference in this item
7.01.
The information contained in Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1 furnished herewith, shall not be
deemed “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any
filing by the Company under the Securities Act.
Item 9.01 Financial Statement and Exhibits.
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Exhibit No.
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Description
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Promissory
Note issued by Sunshine Biopharma, Inc. in favor of GHS Investments
LLC
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Equity
Financing Agreement dated September 10, 2018 by and between
Sunshine Biopharma, Inc. and GHS Investments, LLC
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Registration
Rights Agreement dated September 10, 2018 by and between Sunshine
Biopharma, Inc. and GHS Investments, LLC
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Press
Release
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SUNSHINE BIOPHARMA, INC.
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Dated:
September 14, 2018
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By:
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/s/ Dr.
Steve N. Slilaty
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Dr.
Steve N. Slilaty
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Chief
Executive Officer
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