SUNSHINE BIOPHARMA, INC. 10-K

 false 2023 FY 0001402328

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 2023-10-01

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 (Mark one)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

 TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

 for the transition period from
to

 Commission File Number 001-41282

 SUNSHINE BIOPHARMA, INC.

 (Exact name of registrant as specified in its charter)

 Colorado

 20-5566275

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 1177 Avenue of the Americas

 5th Floor

 (Address of principal executive offices)

 (332) 216-1147

 (Registrant's Telephone Number, including
area code)

 Securities registered pursuant to Section 12(b)
of the Act: None

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class:

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.001

 Warrants

 SBFM

 SBFMW

 Nasdaq Capital Market

 Nasdaq Capital Market

 Securities registered pursuant to Section 12(g) of
the Act:

 None.

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 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 definition of "large
accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company"
in Rule 12b-2 of the Exchange Act. (Check one):

 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 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate
by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common equity was last sold on June 30, 2023 was $ 10,708,072.

 As of March 28, 2024, the Registrant had 99,452,865 shares of common
stock, par value $0.001 issued and outstanding.

 Documents Incorporated by reference: None

 Page

 Defined Terms

 i

 Forward Looking Statements

 ii

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for the Registrant's Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. Reserved.

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accounting Fees and Services

 Item 15. Exhibits, Financial Statement Schedules

 Signatures

 DEFINED TERMS

 Unless the context requires otherwise, references
to "Sunshine," "the Company," "we," "us" or "our" in this Form 10-K refer
to Sunshine Biopharma, Inc. and its subsidiaries. The following are definitions for terms or abbreviations used in this Form 10-K:

 Adva-27a

 The laboratory designation
 of the Company's chemotherapy small molecule under development

 ASC

 Accounting Standards Codification

 ASU

 Accounting Standards Update issued by FASB

 CAD

 Canadian Dollar

 COSO

 Committee of Sponsoring Organizations of
 the Treadway Commission

 COVID-19

 Novel coronavirus disease of 2019

 DIN

 Drug Identification Number,
 an eight-digit number issued by Health Canada authorizing the sale of a drug in Canada

 EPS

 Earnings per share

 EUA

 Emergency Use Authorization

 FASB

 Financial Accounting Standards
 Board

 FDA

 U.S. Food and Drug Administration

 FDIC

 Federal
 Deposit Insurance Corporation

 FTC

 Federal Trade Commission

 G&A

 General and administrative

 GAAP

 Generally
 Accepted Accounting Principles

 GMP

 Good Manufacturing Practice

 GST

 Goods and Services Tax (Canada)

 Health Canada

 The Canadian drug regulatory
 body

 IND

 Investigational New Drug

 IT

 Information Technology

 LNP

 Lipid Nano Particle

 K1.1 mRNA

 The laboratory designation
 of the Company's mRNA based anticancer therapy under development

 MD&A

 Management's Discussion and Analysis of Financial
 Condition and Results of Operations

 MERS-CoV

 Middle East Respiratory Syndrome Coronavirus

 Mpro

 Coronavirus main protease

 mRNA

 Messenger ribonucleic acid

 NDA

 New Drug Application

 NOC

 A Notice of Compliance issued
 by Health Canada to a drug manufacturing facility

 Nora Pharma

 Nora Pharma Inc., a wholly-owned
 subsidiary of the Company acquired on October 20, 2022

 NPN

 Natural Product Number,
 an eight-digit number issued by Health Canada authorizing the sale of a natural product or a supplement in Canada

 OTC

 Over-The-Counter

 pCPA

 pan-Canadian Pharmaceutical
 Alliance, an alliance of the provincial, territorial and federal governments that determines generic drugs pricing based on a percentage
 of the brand-name reference products

 PCT

 Patent
 Cooperation Treaty

 PLpro

 Coronavirus papain-like protease

 QST

 Quebec Sales Tax (Canada)

 R&D

 Research and Development

 ROU

 Right of Use

 SARS Coronavirus

 Severe Acute Respiratory
 Syndrome Coronavirus, the group of coronaviruses that includes SARS-CoV-2, MERS-CoV, and SARS-CoV

 SARS-CoV

 Severe Acute Respiratory
 Syndrome Coronavirus that first appeared in 2003

 SARS-CoV-2

 Severe Acute Respiratory
 Syndrome Coronavirus 2, the virus that causes COVID-19

 SBFM-PL4

 Laboratory designation of
 the Company's COVID-19 treatment under development

 SEC

 U.S. Securities and Exchange Commission

 SOC

 Security Operations Center

 street name

 Securities held in the name of a brokerage
 firm on behalf of a client

 Sunshine Canada

 Sunshine Biopharma Canada
 Inc., a wholly owned subsidiary of the Company

 U.S.

 United States of America

 USD

 U.S. Dollars. All applicable
 references in this report refer to US Dollars and not Canadian Dollars (CAD) unless otherwise specifically stated.

 i

 FORWARD LOOKING STATEMENTS

 This Annual Report on Form 10-K contains 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. 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 to the SEC.

 ii

 ITEM 1. BUSINESS

 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 operate two wholly owned subsidiaries:
(i) Nora Pharma Inc. ("Nora Pharma"), a Canadian corporation with a portfolio consisting of 52 prescription drugs on the market
in Canada, and (ii) Sunshine Biopharma Canada Inc. ("Sunshine Canada"), a Canadian corporation which develops and sells OTC
supplements.

 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, PLpro protease inhibitor for SARS Coronavirus
infections, and (iii) Adva-27a for pancreatic cancer. Development of the latter has been paused pending further analysis of unfavorable
in vitro results obtained in the second half of 2023. See "Drugs in Development," below.

 History

 We were incorporated in the State of Colorado
on August 31, 2006, and on October 15, 2009, we acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition.
Sunshine Biopharma, Inc. held an exclusive license to a new anticancer drug bearing the laboratory name, Adva-27a (the "License
Agreement"). Upon completion of the reverse acquisition transaction, we changed our name to Sunshine Biopharma, Inc. and began
operating as a pharmaceutical company focusing on the development of the licensed Adva-27a anticancer drug. In December 2015, we acquired
all worldwide issued (US Patent Number 8,236,935, and 10,272,065) and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029 for
the Adva-27a anticancer compound and terminated the License Agreement. Development of Adva-27a has been paused pending further analysis
of unexpected in vitro results obtained in the latter part of 2023. See "Drugs in Development," below.

 In early 2020, we initiated a new R&D project
focused on the development of a treatment for COVID-19 and on May 22, 2020, we filed a provisional patent application in the United States
for the new coronavirus treatment. The patent application covers composition subject matter pertaining to small molecules for inhibition
of the main Coronavirus protease, Mpro. On April 30, 2021, we filed a PCT application containing new research results and extending coverage
to include the Coronavirus Papain-Like protease, PLpro.

 In June 2021, we initiated another R&D project
in which we set out to determine if certain mRNA molecules can be used as anticancer agents. The data obtained for mRNA molecules bearing
the laboratory name K1.1 became the subject of a new patent application filed in April 2022.

 On October 20, 2022, we acquired Nora Pharma Inc.
("Nora Pharma"), a Canadian generic pharmaceuticals company based in the greater Montreal area. Nora Pharma has 44 employees
and operates in a 23,500 square foot facility certified by Health Canada. Nora Pharma currently has 52 generic prescription drugs on the market in Canada.

 Products on the Market

 Through Nora Pharma we currently have the
following generic prescription drugs on the market in Canada:

 Drug

 Action/Indication

 Reference
 Brand

 Alendronate

 Osteoporosis

 Fosamax

 Amlodipine

 Norvasc

 Apixaban

 Eliquis

 Aripiprazole

 Antipsychotic

 Abilify

 Atorvastatin

 Lipitor

 Azithromycin

 Antibacterial

 Zithromax

 Candesartan

 Hypertension

 Atacand

 Candesartan HCTZ

 Hypertension

 Atacand Plus

 Celecoxib

 Anti-inflammatory

 Celebrex

 Cetirizine

 Allergy

 Reactine

 Ciprofloxacin

 Antibiotic

 Cipro

 Citalopram

 Celexa

 Clindamycin

 Antibiotic

 Dalacin

 Clopidogrel

 Plavix

 Dapagliflozin

 Diabetes

 Forxiga

 Donepezil

 Aricept

 Duloxetine

 Cymbalta

 Dutasteride

 Urology

 Avodart

 Escitalopram

 Cipralex

 Ezetimibe

 Ezetrol

 Finasteride

 Urology

 Proscar

 Flecainide

 Tambocor

 Fluconazole

 Antifungal

 Diflucan

 Fluoxetine

 Prozac

 Hydroxychloroquine

 Antimalarial

 Plaquenil

 Lacosamide

 Vimpat

 Letrozole

 Oncology

 Femara

 Levetiracetam

 Keppra

 Mirtazapine

 Remeron

 Metformin

 Diabetes

 Glucophage

 Montelukast

 Allergy

 Singulair

 Olmesartan

 Olmetec

 Olmesartan HCTZ

 Olmetec Plus

 Pantoprazole

 Gastroenterology

 Pantoloc

 Paroxetine

 Paxil

 Perindopril

 Coversyl

 Pravastatin

 Pravachol

 Pregabalin

 Lyrica

 Quetiapine

 Seroquel

 Quetiapine XR

 Seroquel XR

 Ramipril

 Altace

 Rizatriptan ODT

 Maxalt ODT

 Rosuvastatin

 Crestor

 Sertraline

 Zoloft

 Sildenafil

 Urology

 Viagra

 Tadalafil

 Urology

 Cialis

 Telmisartan

 Micardis

 Telmisartan HCTZ

 Micardis Plus

 Topiramate

 Anticonvulsant

 Topamax

 Tramadol Acetaminophen

 Tramacet

 Zolmitriptan

 Zomig

 Zopiclone

 Imovane

 In addition to the 52 drugs currently on the market,
we have 32 additional drugs scheduled to be launched in 2024 and 2025. These new 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 $9.7 billion a year generic drugs market and provide us with greater access
to pharmacies as we become more of a go-to supplier for every-day and specialty medicines.

 Products in Development

 The following table summarizes our proprietary
drugs in development:

 Drug
 Candidate

 Therapeutic
 Area

 Development
 Stage

 Adva-27a (Small Molecule)

 Oncology (Pancreatic Cancer)

 Paused*

 K1.1 (mRNA LNP)

 Oncology (Liver Cancer)

 Animal Testing

 SBFM-PL4 (Small Molecule)

 Antiviral (SARS Coronavirus)

 Animal Testing

 *See "Adva-27a Anticancer Compound,"
 below

 Adva-27a Anticancer Compound

 Adva-27a is a small molecule designed for the treatment
of aggressive forms of cancer. A Topoisomerase II inhibitor, Adva-27a has been shown to be effective at destroying Multidrug Resistant
Cancer cells including Pancreatic Cancer cells, Breast Cancer cells, Small-Cell Lung Cancer cells and Uterine Sarcoma cells (Published
in ANTICANCER RESEARCH, Volume 32, Pages 4423-4432, October 2012). We are the direct owner of all patents pertaining to Adva-27a including
U.S. Patents Number 8,236,935 and 10,272,065.

 In December 2022, we entered into a research agreement
with the Jewish General Hospital ("JGH"), to conduct the IND-enabling studies of Adva-27a (the "Research Agreement").
In August 2023, we were informed by the JGH that the laboratory results on testing of the Adva-27a molecule were not favorable. After
conclusion of an internal review of the laboratory results on November 2, 2023, we provided notice to JGH of termination of the Research
Agreement. We have now paused the IND-enabling studies of Adva-27a pending a review of the results and the possibility of chemical modification
of the compound to address the suboptimal performance of the molecule in certain studies.

 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 effects. These new mRNA molecules, bearing the laboratory name K1.1, are
readily adaptable for delivery into patients using the mRNA vaccine technology. In April 2022, we filed a provisional patent application
in the United States covering the subject mRNA molecules.

 In November 2022, we concluded an agreement with
a specialized commercial partner for the purposes of formulating our K1.1 mRNA molecules into lipid nanoparticles ("LNP")
for use to conduct xenograft mice studies. The initial results of our xenograft mice studies indicate that our K1.1 mRNA-LNP is effective
at reducing the size of liver cancer xenograft tumors in 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 patent application in the United States covering composition subject
matter pertaining to small molecules for inhibition of the Coronavirus PLpro as well as Mpro.

 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 recently broadened our objective to include
the development of an injectable drug candidate of 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.

 Intellectual Property

 We are the sole owner of all rights pertaining
to Adva-27a. These patent rights are covered by PCT/FR2007/000697 and PCT/CA2014/000029. The patent applications filed under these
two PCT's have been issued in the United States under US Patent Number 8,236,935 and 10,272,065.

 On May 22, 2020, we filed a provisional patent
application in the United States for a new treatment for Coronavirus infections. Our patent application 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 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.

 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 152 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 are the owner of 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 under the brand name Essential
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.

 Manufacturing

 Our generic drugs are manufactured by several different
international partners under long-term contracts.

 We currently do not have any proprietary drugs
on the market. Research quantities of our proprietary drug candidates are currently manufactured at the University of Arizona located
in Tucson, Arizona (Anti-Coronavirus compounds), WuXi App Tech located in Hong Kong, China (Adva-27a compound), and Arranta Bio MA LLC
located in Watertown, Massachusetts (K1.1 mRNA).

 Our OTC products are manufactured under contract
by INOV Pharma Inc. located in Montreal, Canada.

 Marketing and Sales

 Our generic drugs are currently being sold across
Canada. All of our generic drug sales are conducted by Nora Pharma's sales representatives based in key Provinces across Canada.
A segment of our marketing team provides human resources, commercial and technical assistance, as well as training and education support
to pharmacy owners.

 Our OTC products are currently sold in the U.S.
and Canada through Amazon.com and Amazon.ca, respectively. Our personnel, together with outside consultants develop and place ads on various
media platforms and manage our accounts with Amazon.

 Government Regulations

 All of our business operations, including our generic
drugs, proprietary drugs, and OTC products operations, are subject to extensive and frequently changing federal, state, provincial and
local laws and regulations.

 In the United States, the Federal Government agency
responsible for regulating prescription drugs and nonprescription OTC supplements is the U.S. Food and Drug Administration ("FDA").
The Canadian counterpart to the FDA is Health Canada. Though the FDA and Health Canada have generally similar requirements for drugs and
OTC supplements to be approved or allowed to be marketed, approval in one jurisdiction does not automatically result in approval in the
other. In Canada, prescription drugs and nonprescription OTC supplements are authorized through the issuance by Health Canada of a Drug
Identification Number (DIN) for the former and a Natural Product Number (NPN) for the latter. In the United States, OTC supplements are
required to be registered with the FDA prior to marketing. In both the U.S. and Canada, the ingredients, manufacturing processes and facilities
for all drugs and OTC supplements must meet the guidelines for Good Manufacturing Practices ("GMP"). Moreover, all drug manufacturers
must perform a series of tests, both during and after production, to show that every drug or supplement batch made meets the regulatory
requirements for that product.

 Our generic prescription medicines are produced
following the same Good Manufacturing Practices (GMP) guidelines as for brand-name drugs. Prescription drugs dossiers are filed with Health
Canada in order to obtain a manufacturing Notice of Compliance (NOC) and a Drug Identification Number (DIN). The same grant the applicant
marketing authorization in Canada. In the case of Nora Pharma's products, Nora Pharma secures cross-licenses from supply partners
holding NOC's and in turn applies to Health Canada to obtain DIN's issued in Nora Pharma's name in order to commercialize
in Canada. In Canada, the pan-Canadian Pharmaceutical Alliance (pCPA), an alliance of the provincial, territorial and federal governments
that collaborates on a range of public drug plan initiatives to increase and manage access to clinically effective and affordable drug
treatments, determines generic drugs pricing based on a percentage of the brand-name reference products.

 In the area of proprietary drug development where
our Anti-Coronavirus and Anti-Cancer compounds fall, we will be subject to significant regulations in the U.S. in order to obtain approval
of the FDA to offer our products for sale. The approximate procedure for obtaining FDA approval involves an initial filing of an
IND application following which the FDA would review and allow for the drug developer to proceed with Phase I clinical trials. Following
completion of Phase I, the results are filed with the FDA and a request is made to proceed to Phase II. Similarly, following completion
of Phase II the data are filed with the FDA and a request is made to proceed to Phase III. Following completion of Phase III, a new
drug application, or NDA is submitted and a request is made for marketing approval. Depending on various issues and considerations, the
FDA could provide "emergency use authorization" or limited approval for "compassionate-use" if the drug treats
terminally ill patients with limited or no other treatment options available. As of the date of the filing of this report, we have not
made any filings with the FDA or other regulatory bodies in other jurisdictions.

 In connection with OTC supplements, the FDA regulates
the formulation, manufacturing, packaging, storage, labeling, promotion, distribution, and sale of such products, while the Federal Trade
Commission ("FTC") regulates marketing and advertising claims. In August 2007, a rule issued by the FDA went into effect requiring
companies that manufacture, package, label, distribute or hold OTC supplements to meet certain GMP requirements to ensure such products
are of the quality specified and are properly packaged and labeled. We are committed to meeting or exceeding the standards set by the
FDA and the FTC and we believe we are currently operating within both the FDA and FTC mandates.

 Employees

 As of the date of this report we have a total
of 44 employees.

 Women compose approximately 57% of our workforce.
Going forward, we are committed to maintaining fully balanced workforce that includes persons of diverse sexual orientation and ethnic
backgrounds.

 Presently, our proprietary drug development activities
are subcontracted out to specialized service providers in the U.S., Canada and overseas. We also use consultants for various other activities
including marketing, accounting, and IT.

 Labors laws in Quebec provide for certain guaranteed
minimum entitlements, including minimum wages, maternity leave, medical leave, employee termination conditions, and other similar benefits.
Moreover, the Province of Quebec has various language laws governing language use. These laws require corporate operations carried out
in the Province of Quebec to be conducted to a large extent, and in some cases entirely, in French. We and our Canadian subsidiaries operating
in the Province of Quebec are fully compliant with these laws.

 Competition

 The Canadian generic pharmaceuticals market
was valued at approximately $9.7 billion USD in 2023. Generic pharmaceutical companies produce and deliver more than 70% of the
prescribed medicines with high quality at affordable prices. There are more than 35 active generic players in the market, of which,
the top 3 hold approximately a 50% share of the market. Nora Pharma is relatively new in this space but has demonstrated one of the
fastest year-over-year sales increase amongst its peers.

 Our Anti-Coronavirus drug development project is
in direct competition with several companies in the U.S. that have developed effective vaccines or treatment options for Covid-19. The
companies focused on treatments include Pfizer, Merck, Gilead, Eli Lilly, and Regeneron. Today two leading vaccines (Pfizer's, and
Moderna's) and two antibody treatments (Regeneron's, and Eli Lilly's) are in use. Gilead's Remdesivir, an antiviral
injectable, was approved by the FDA for treatment of Covid-19 in October 2020. In addition, in December 2021, Pfizer received Emergency
Use Authorization ("EUA"), for its antiviral pill, Paxlovid, and, in the same month, the FDA granted Merck EUA for its antiviral
pill, Molnupiravir. While the approved vaccines, pills and injectable treatments are effective, we believe that additional treatment options
such as the one we are developing which targets a different part of the virus could potentially form an important component of the range
of anti-coronavirus treatment options available to attending physicians.

 In the area of anticancer drug development, we
compete with large publicly and privately held companies engaged in developing new cancer therapies. There are numerous other entities
engaged in oncology therapeutics development that have greater resources than the resources presently available to us. Nearly all major
pharmaceutical companies including Merck, Amgen, Roche, Pfizer, Bristol-Myers Squibb and Novartis, to name a few, have on-going anticancer
drug development programs and some of the drugs they may develop could be in direct competition with our own. In addition, a number of
smaller companies are working in the area of cancer therapy and could develop drugs that may be in competition with ours.

 Similarly, our OTC products fall directly within
a very crowded and highly competitive product sector. As of the date of this report, we believe Essential 9 is the only Essential
Amino Acid product that comprises all 9 essential amino acids in capsule form. We believe this may provide us with a competitive advantage,
at least for the near future but there are no assurances that this will occur.

 ITEM 1A. RISK FACTORS

 Investing in our securities includes a high
degree of risk. Prior to making a decision about investing in our securities, you should consider carefully the specific factors discussed
below, together with all of the other information contained in this report. Our business, financial condition, results of operations and
prospects could be materially and adversely affected by these risks.

 Risks Related to Our Business

 We have incurred losses and may never achieve
profitability

 We have an accumulated deficit of $63,905,658
as of December 31, 2023. We incurred a net loss of $4,506,044 for the year ended December 31, 2023, and a net loss of $26,744,440 for
the year ended December 31, 2022. We may never achieve profitability.

 We are subject to the significant risks associated
with the generic pharmaceutical business

 Since our acquisition of Nora Pharma in October
2022, we have generated revenues primarily through sales of generic pharmaceutical products in Canada, and we expect this to remain the
case for the foreseeable future. Generic pharmaceuticals are, as a general matter, significantly less profitable than innovative medicines.

 In recent years, the generic pharmaceutical business
has experienced increased volatility in volumes due in large part to global supply chain issues and the COVID-19 pandemic. In 2022, the
global economy was continuing to recover from the impacts of the COVID-19 pandemic and also began experiencing additional macroeconomic
pressures such as rising inflation and disruptions to the global supply chain, in part resulting from the ongoing conflict between Russia
and Ukraine. We may experience supply discontinuities due to macroeconomic issues, regulatory actions, including sanctions and trade restrictions,
labor disturbances and approval delays, which may impact our ability to timely meet demand in certain instances. These adverse market
forces have a direct impact on our overall performance. Any such disruptions could have a material adverse impact on our business and
our results of operation and financial condition.

 Other risks associated with our generic pharmaceutical
business include:

 Current
macroeconomic conditions are becoming increasingly less stable due to the war in Ukraine, and tensions in the Middle and Far East. Destabilized
macroeconomics conditions pose a serious threat to supply chains around the world including those for the generic pharmaceutical business.
Nearly all of Nora Pharma's generic drugs are manufactured outside Canada and the United States and could experience disruptions
which would adversely affect our main source of revenue.

 Supply
chains discontinuities due to other issues, including unforeseen regulatory actions, economic sanctions, trade restrictions, labor disturbances
and approval delays, may impact our ability to timely meet customer demand in certain instances. These adverse market forces would have
a direct impact on our ability to achieve our sales projections.

 A significant
portion of Nora Pharma's revenues are derived from relatively few key customers, and any financial difficulties experienced by
a single key customer, or any delay in receiving payments from such a customer, could have a material adverse effect on Nora Pharma's
business, financial condition, and results of operations.

 If Nora
Pharma encounters difficulties in executing launches of new products, it may not be able to offset the increasing price erosion on existing
products resulting from pricing pressures and accelerated generics approvals for competitors. Such unsuccessful launches can be caused
by many factors, including delays in regulatory approvals, lack of operational or clinical readiness or patent litigation. Failure or
delays to execute launches of new generic products could have a material adverse effect on Nora Pharma's business and its ability
to realize projected sales.

 Sales of our generic products may be adversely
affected by the drug regulatory environment in Canada

 Currently we sell our generic drugs only in Canada.
Our net sales may be affected by fluctuations in the buying patterns of our customers resulting from government lead pricing pressures
and other factors. Our generic sales in Canada are done via retail pharmacies, pharmacy channels, distributors, and wholesalers. Pricing
pressures in Canada represent the highest risk due to ongoing and unresolved negotiations between the pharmaceutical industry and the
federal government. These together with the fact that a significant portion of our revenues is derived from relatively few key customers,
any financial difficulties experienced by a single key customer, or any delay in receiving payments from such a customer, could have a
material adverse effect on our business, financial condition, and results of operations.

 Our revenues and profits from generic products
may decline as a result of competition from other pharmaceutical companies and changes in regulatory policy

 Our generic drugs face intense competition. Prices
of generic drugs may, and often do, decline, sometimes dramatically, especially as additional generic pharmaceutical companies receive
approvals and enter the market for a given product and competition intensifies. Consequently, our ability to sustain our sales and profitability
on any given product over time is affected by the number of companies selling such product, including new market entrants, and the timing
of their approvals.

 Furthermore, brand pharmaceutical companies continue
to manage products in a challenging environment through marketing agreements with payers, pharmacy benefits managers and generic manufacturers.
For example, brand companies often sell or license their own generic versions of their products, either directly or through other generic
pharmaceutical companies (so-called "authorized generics"). No significant regulatory approvals are required for
authorized generics, and brand companies do not face any other significant barriers to entry into such market. Brand companies may seek
to delay introductions of generic equivalents through a variety of commercial and regulatory tactics. These actions may increase the costs
and risks of our efforts to introduce generic products and may delay or prevent such introduction altogether.

 We may experience delays in launching our
new generic products

 If we cannot execute timely launches of new products,
we may not be able to offset the increasing price erosion on existing products resulting from pricing pressures and accelerated generics
approvals for competing products. Such unsuccessful launches can be caused by many factors, including delays in regulatory approvals,
lack of operational or clinical readiness or patent litigation. Failure or delays to execute launches of new generic products could have
a material adverse effect on our business, financial condition, and results of operations.

 We may not receive required regulatory approval
for any of our non-generic pharmaceutical product candidates

 We have not received approval for any of our proprietary
(non-generic) drug development operations product candidates from the FDA. Any compounds we discover or in-license will require extensive
and costly development, preclinical testing and clinical trials prior to seeking regulatory approval for commercial sales. Our most advanced
product candidate, K1.1 mRNA and our potential Covid-19 treatment in development may never be approved for commercial sale. We have not
made any filings to date with the FDA or other regulatory bodies in other jurisdictions. The time required to attain product sales and
profitability is lengthy and highly uncertain. If we fail to obtain required regulatory approvals for our pharmaceutical product candidates,
our business will be materially harmed.

 As we have no approved non-generic pharmaceutical
products on the market, we do not expect to generate significant revenues from non-generic pharmaceutical product sales in the foreseeable
future, if at all

 To date, we have no approved non-generic pharmaceutical products on the
market and have generated product revenues solely from our OTC supplements operations and generic pharmaceutical product sales. We have
funded our operations primarily from sales of our securities. We have not received, and do not expect to receive for at least the next
three to four years, if at all, any revenues from the commercialization of our non-generic pharmaceutical product candidates. To obtain
revenues from sales of such pharmaceutical product candidates we must succeed, either alone or with third parties, in developing, obtaining
regulatory approval for manufacturing, marketing and distributing drugs with commercial potential. We may never succeed in these activities,
and we may not generate sufficient revenues to continue our business operations or achieve profitability.

 We will require additional funding to satisfy
our future capital needs, which may not be available

 We will require significant additional funding in
large part due to our research and development expenses, future preclinical and clinical testing costs, and insufficient sales revenues
in the near future. We do not know whether additional financing will be available to us on favorable terms or at all. If we cannot
raise additional funds, we may be required to reduce our capital expenditures, scale back product development programs, reduce our workforce
and license to others products or technologies that we may otherwise be able to commercialize. We are currently unable to project when
or whether our operations will generate positive cash flow.

 Any additional equity securities we issue or issuances
of debt we may enter into or undertake may have rights, preferences or privileges senior to those of existing holders of common stock.
To the extent that we raise additional funds through collaboration and licensing arrangements, we may be required to relinquish some rights
to our technologies or product candidates or grant licenses on terms that are not favorable to us.

 The FDA may change its approval policies
or requirements, or apply interpretations to its policies or requirements, in a manner that could delay or prevent commercialization of
K1.1 mRNA or our potential Covid-19 treatment in development

 Regulatory requirements may change in a manner
that requires us to conduct additional clinical trials, which may delay or prevent commercialization of our K1.1 mRNA and potential Covid-19
treatment in development. We cannot provide any assurance that the FDA will not require us to repeat existing studies or conduct new or
unforeseen experiments in order to demonstrate the safety and efficacy of any product candidate before considering the approval of such
product candidates.

 Our business would be materially harmed if
we fail to obtain FDA approval for our pharmaceutical product candidates

 We anticipate that our ability to generate significant
product revenues from our drug development business will depend on the successful development and commercialization of K1.1 mRNA or our
potential Covid-19 treatment in development. The FDA may not approve in a timely manner, or at all, any of our drug candidates. If we
are unable to submit a new drug application for our product candidates, we will be unable to commercialize such products and our business
will be materially harmed. The FDA imposes substantial requirements on the introduction of pharmaceutical products through lengthy and
detailed laboratory and clinical testing procedures, sampling activities and other costly and time-consuming procedures. Satisfaction
of these requirements typically takes several years and may vary substantially based upon the type and complexity of the pharmaceutical
product. Our product candidates are novel compounds or new chemical entities, which may further increase the time required for satisfactory
testing procedures.

 We may be sued or become a party to litigation,
which could require significant management time and attention and result in significant legal expenses and may result in an unfavorable
outcome which could have a material adverse effect on our business, financial condition, results of operations and cash flow

 We may be forced to incur costs and expenses in
connection with defending ourselves with respect to litigation and the payment of any settlement or judgment in connection therewith if
there is an unfavorable outcome. The expense of defending litigation may be significant. The amount of time to resolve lawsuits is unpredictable
and defending ourselves may divert management's attention from the day-to-day operations of our business, which could adversely
affect our business, results of operations and cash flows. In addition, an unfavorable outcome in any such litigation could have a material
adverse effect on our business, results of operations and cash flows.

 If we are unable to attract and retain qualified
scientific, technical, and key management personnel, or if our key executive, Dr. Steve N. Slilaty, discontinues his employment with us,
it may delay our research and development efforts

 We rely on the services of Dr. Slilaty for strategic
and operational management, as well as for scientific and/or medical expertise in the development of our products. The loss of Dr. Slilaty
would result in a significant negative impact on our ability to implement our business plan. The loss of Dr. Slilaty will also significantly
delay or prevent the achievement of our business objectives.

 Our business exposes us to potential product
liability risks and we may be unable to acquire and maintain sufficient insurance to provide adequate coverage against potential liabilities

 Our business exposes us to potential product liability
risks that are inherent in the testing, manufacturing and marketing of pharmaceutical products. The use of our products
by our customers exposes us to the possibility of product liability claims and possible adverse publicity. These risks will increase to
the extent our pharmaceutical product candidates receive regulatory approval and are commercialized. We currently have product liability
insurance for our generic drugs and OTC products and we plan to obtain product liability insurance in connection with clinical trials
of our pharmaceutical product candidates in the near future. However, our current and future product liability insurance may not provide
adequate protection against potential liabilities. On occasion, juries have awarded large judgments in class action lawsuits based
on drugs that had unanticipated side effects. A successful product liability claim, or series of claims brought against us would decrease
our cash reserves and could cause our stock price to fall significantly.

 We face regulation and risks related to hazardous
materials and environmental laws, violations of which may subject us to claims for damages or fines that could materially affect our business,
cash flows, financial condition and results of operations

 Our research and development activities involve
the use of controlled and/or hazardous materials and chemicals. The risk of accidental contamination or injury from these materials cannot
be completely eliminated. In the event of an accident, we could be held liable for any damages or fines that result, and the liability
could have a material adverse effect on our business, financial condition, and results of operations. We are also subject to federal,
state and local laws and regulations governing the use, manufacture, storage, handling and disposal of hazardous materials and waste products.
If we fail to comply with these laws and regulations or with the conditions attached to our operating licenses, the licenses could be
revoked, and we could be subjected to criminal sanctions and substantial liability or be required to suspend or modify our operations.
In addition, we may have to incur significant costs to comply with future environmental laws and regulations. We do not currently have
a pollution and remediation insurance policy.

 Third party manufacturers may not be able
to manufacture our pharmaceutical product candidates, which would prevent us from commercializing our product candidates

 If any of our pharmaceutical product candidates
is approved by the FDA or other regulatory agencies for commercial sale, we will need third parties to manufacture the product in larger
quantities. If we are able to reach an agreement with any collaborator or third-party manufacturer in the future, of which there can be
no assurance due to factors beyond our control, these collaborators and/or third-party manufacturers may not be able to increase their
manufacturing capacity for any of our product candidates in a timely or economic manner, or at all. Significant scale-up of manufacturing
may require additional validation studies, which the FDA must review and approve. If we are unable to increase the manufacturing capacity
for a product candidate successfully, the regulatory approval or commercial launch of that product candidate may be delayed or there may
be a shortage in the supply of the product candidate. Our product candidates require precise, high-quality manufacturing. The failure
of collaborators or third-party manufacturers to achieve and maintain these high manufacturing standards, including the incidence of manufacturing
errors, could result in patient injury or death, product recalls or withdrawals, delays or failures in product testing or delivery, cost
overruns or other problems that could seriously harm our business.

 If we are unable to establish sales and marketing
capabilities for our pharmaceutical product candidates or enter into agreements with third parties to sell and market any such products
we may develop, we may be unable to generate revenues from our non-generic pharmaceutical business

 We do not currently have product sales and marketing
capabilities for our non-generic pharmaceutical operations. If we receive regulatory approval to commence commercial sales of any of our
pharmaceutical product candidates, we will have to establish a sales and marketing organization with appropriate technical expertise and
distribution capabilities or make arrangements with third parties to perform these services in other jurisdictions. If we receive approval
in applicable jurisdictions to commercialize any of our pharmaceutical products candidates, we intend to engage additional pharmaceutical
or health care companies with existing distribution systems and direct sales organizations to assist us in North America and throughout
the world. We may not be able to negotiate favorable distribution partnering arrangements, if at all. To the extent we enter into co-promotion
or other licensing arrangements, any revenues we receive will depend on the efforts of third parties and will not be under our control.
If we are unable to establish adequate sales, marketing and distribution capabilities, whether independently or with third parties, our
ability to generate product revenues, and become profitable, would be severely limited.

 Even if we obtain required US and foreign regulatory
approvals, as applicable, factors that may inhibit our efforts to commercialize our pharmaceutical product candidates without strategic
partners or licensees include:

 difficulty recruiting and retaining adequate numbers of effective sales and marketing personnel;

 the inability of sales personnel to obtain access to, or persuade adequate numbers of, physicians to prescribe our products;

 the lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage against companies with broader product lines; and

 unforeseen costs associated with creating an independent sales and marketing organization.

 Even if we successfully develop and obtain
approval for our proprietary drug product candidates, our business will not be profitable if such products do not achieve and maintain
market acceptance

 Even if our proprietary drug product candidates
are approved for commercial sale by the FDA or other regulatory authorities, the degree of market acceptance of our approved product candidates
by physicians, healthcare professionals, patients and third-party payors, and our resulting profitability and growth, will depend on a
number of factors, including:

 our ability to provide acceptable evidence of safety and efficacy;

 relative convenience and ease of administration;

 the prevalence and severity of any adverse side effects;

 the availability of alternative treatments;

 the details of FDA labeling requirements, including the scope of approved indications and any safety warnings;

 pricing and cost effectiveness;

 the effectiveness of our or our collaborators' sales and marketing strategy;

 our ability to obtain sufficient third-party insurance coverage or reimbursement; and

 our ability to have the product listed on insurance company formularies.

 If our proprietary drug product candidates achieve
market acceptance, we may not maintain that market acceptance over time if new products or technologies are introduced that are received
more favorably or are more cost effective. Complications may also arise, such as development of new know-how or new medical or therapeutic
capabilities by other parties that render our product obsolete.

 Because the results of preclinical studies
for our preclinical product candidates are not necessarily predictive of future results, our pharmaceutical product candidates may not
have favorable results in later clinical trials or ultimately receive regulatory approval

 Our proprietary drug product candidates have not
been tested in clinical trials. Positive results from preclinical studies are no assurance that later clinical trials will succeed. Preclinical
studies are not designed to establish the clinical efficacy of our preclinical product candidates. We will be required to demonstrate
through clinical trials that our product candidates are safe and effective for use before we can seek regulatory approvals for commercial
sale. There is typically an extremely high rate of failure as product candidates proceed through the various phases of clinical trials. If
our product candidates fail to demonstrate sufficient safety and efficacy in any clinical trial, we would experience potentially significant
delays in, or be required to abandon, development of that product candidate. This would adversely affect our ability to generate
revenues and may damage our reputation in the industry and in the investment community.

 The future clinical testing of our proprietary
drug product candidates could be delayed, resulting in increased costs to us and a delay in our ability to generate revenues

 Our proprietary drug product candidates will
require additional preclinical testing and extensive clinical trials prior to submission of a regulatory application for
commercial sales. We do not know whether clinical trials will begin on time, if at all. Delays in the commencement of clinical
testing could significantly increase our product development costs and delay product commercialization. In addition, many of the
factors that may cause, or lead to, a delay in the commencement of clinical trials may also ultimately lead to denial of regulatory
approval of a product candidate. Each of these results would adversely affect our ability to generate revenues.

 The commencement of clinical trials can be delayed
for a variety of reasons, including delays in:

 demonstrating sufficient safety to obtain regulatory approval to commence a clinical trial;

 reaching agreement on acceptable terms with prospective research organizations and trial sites;

 manufacturing sufficient quantities of a product candidate;

 obtaining institutional review board approvals to conduct clinical trials at prospective sites; and

 procuring adequate financing to fund the work.

 In addition, the commencement of clinical trials
may be delayed due to insufficient patient enrollment, which is a function of many factors, including the size of the patient population,
the nature of the protocol, the proximity of patients to clinical sites, the availability of effective treatments for the relevant disease,
and the eligibility criteria for the clinical trial. If we are unable to enroll a sufficient number of evaluable patients, the clinical
trials for our product candidates could be delayed until sufficient numbers are achieved.

 We face or will face significant competition
from other biotechnology, pharmaceutical and OTC supplements companies, and our operating results will suffer if we fail to compete effectively

 Most of our pharmaceutical company competitors,
such as Merck, Bristol-Myers Squibb, Pfizer, Amgen, and others, are large pharmaceutical companies with substantially greater financial,
technical, and human resources than we have. The biotechnology and pharmaceutical industries are intensely competitive and subject to
rapid and significant technological change. The drugs that we are attempting to develop will compete with existing therapies if we receive
marketing approval. Because of their significant resources, our competitors may be able to use discovery technologies and techniques,
or partnerships with collaborators, to develop competing products that are more effective or less costly than the product candidate we
are developing. This may render our technology or product candidate obsolete and noncompetitive. Academic institutions, government agencies,
and other public and private research organizations may seek patent protection with respect to potentially competitive products or technologies
and may establish exclusive collaborative or licensing relationships with our competitors.

 Our competitors may succeed in obtaining FDA or
other regulatory approvals for product candidates more rapidly than us. Companies that complete clinical trials, obtain required regulatory
agency approvals and commence commercial sale of their drugs before we do may achieve a significant competitive advantage, including certain
FDA marketing exclusivity rights that would delay or prevent our ability to market certain products. Any approved drugs resulting from
our research and development efforts, or from our joint efforts with our existing or future collaborative partners, might not be able
to compete successfully with our competitors' existing or future products.

 We also face competition in our OTC supplements
business. The business of marketing OTC supplements is highly competitive. This market segment includes numerous manufacturers, marketers,
and retailers that actively compete for the business of consumers both in the United States and abroad. The market is highly sensitive
to the introduction of new products, which may rapidly capture a significant share of the market. Sales of similar products by competitors
may materially and adversely affect our business, financial condition, and results of operations.

 Because our proprietary drug product candidates
and our development and collaboration efforts depend on our intellectual property rights, adverse events affecting our intellectual property
rights will harm our ability to commercialize products

 Our success will depend to a large degree on our
own and our licensors' ability to obtain and defend patents for each party's respective technologies and the compounds and other
products, if any, resulting from the application of such technologies. The patent positions of pharmaceutical and biotechnology companies
can be highly uncertain and involve complex legal and technical questions. No consistent policy regarding the breadth of claims allowed
in biotechnology patents has emerged to date. Accordingly, we cannot predict the breadth of claims that will be allowed or maintained,
after challenge, in our or other companies' patents.

 The degree of future protection for our proprietary
rights is uncertain, and we cannot ensure that:

 we were the first to make the inventions covered by each of our pending patent applications;

 we were the first to file patent applications for these inventions;

 others will not independently develop similar or alternative technologies or duplicate any of our technologies;

 any patents issued to us or our collaborators will provide a basis for commercially viable products, will provide us with any competitive advantages, or will not be challenged by third parties;

 our pending patent applications will result in issued patents;

 we will develop additional proprietary technologies that are patentable;

 the patents of others will not have a negative effect on our ability to do business; or

 our issued patents will have sufficient useful life remaining for commercial viability of our product candidate.

 If we cannot maintain the confidentiality of our
technology and other confidential information in connection with our collaborations, then our ability to receive patent protection or
protect our proprietary information will be impaired. In addition, some of the technology we have developed or licensed relies on inventions
developed using U.S. and other governments' resources. Under applicable law, the U.S. government has the right to require us to
grant a nonexclusive, partially exclusive or exclusive license for such technology to a responsible applicant or applicants, upon terms
that are reasonable under the circumstances, if the government determines that such action is necessary.

 Confidentiality agreements with employees
and others may not adequately prevent disclosure of trade secrets and other proprietary information and may not adequately protect our
intellectual property

 We rely on trade secrets to protect our technology,
particularly when we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. In
order to protect our proprietary technology and processes, we rely in part on confidentiality and intellectual property assignment agreements
with our employees, consultants, outside scientific collaborators and sponsored researchers and other advisors. These agreements may not
effectively prevent disclosure of confidential information nor result in the effective assignment to us of intellectual property and may
not provide an adequate remedy in the event of unauthorized disclosure of confidential information or other breaches of the agreements.
In addition, others may independently discover our trade secrets and proprietary information, and in such case we could not assert any
trade secret rights against such party. Enforcing a claim that a party illegally obtained and is using our trade secrets is difficult,
expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States may be less willing to protect
trade secrets. Costly and time-consuming litigation could be necessary to seek to enforce and determine the scope of our proprietary
rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

 The implementation of our business plan may
result in a period of rapid growth that will impose a significant burden on our current administrative and operational resources

 Our ability to effectively manage our growth will
require us to substantially expand the capabilities of our administrative and operational resources by attracting, training, managing,
and retaining additional qualified personnel, including additional members of management, technicians, and others. To successfully develop
our products, we will need to manage operating, producing, marketing and selling our products. There can be no assurances that we will
be able to do so. Our failure to successfully manage our growth will have a negative impact on our anticipated results of operations.

 A significant or prolonged economic downturn
could have a material adverse effect on our results of operations

 A significant or prolonged economic downturn may
adversely affect the disposable income of many consumers and may lower demand for some of our products. Any decline in economic conditions could negatively impact our business. A significant decline in consumer demand, even if only due in part to general economic conditions
could have a material adverse effect on our revenues and profit margins.

 The failure of our service providers and
suppliers to supply quality services and materials in sufficient quantities, at a favorable price, and in a timely fashion could adversely
affect the results of our operations

 Our outside manufacturers buy raw materials from
a limited number of suppliers. The loss of any of our major suppliers or of any supplier who, through our contract manufacturer, provides
us materials that are hard to obtain elsewhere at the same quality could adversely affect our business operations. Although we believe
we could establish alternate manufacturers and sources for most of our raw materials, any delay in locating and establishing relationships
with other sources could result in shortages of products we manufacture from such raw materials, with a resulting loss of sales and customers.

 A shortage of raw materials or an unexpected
interruption of supply could also result in higher prices for those materials. We have experienced increases in various raw material
costs, transportation costs and the cost of petroleum-based raw materials and packaging supplies used in our business. Increasing
cost pricing pressures on raw materials and other products occurred throughout fiscal 2023 as a result of limited supplies of
various ingredients, the effects of higher labor and transportation costs, and the impact of Covid-19. We expect these upward
pressures to continue through fiscal 2024. Although we may be able to raise our prices in response to significant increases in the
cost of raw materials, we may not be able to raise prices sufficiently or quickly enough to offset the negative effects such cost
increases could have on our results of operations or financial condition.

 There can be no assurance suppliers will provide
the quality raw materials we need in the quantities requested or at a price we are willing to pay. Because we do not control the actual
production of these raw materials, we are also subject to delays caused by interruption in production of materials including but not limited
to those resulting from conditions outside of our control, such as pandemics, weather, transportation interruptions, strikes, terrorism,
geopolitics, natural disasters, and other catastrophic events.

 Our business is subject to the effects of
adverse publicity, which could negatively affect our sales and revenues

 Our business can be affected by adverse publicity
or negative public perception about us, our competitors, our products, or our industry or competitors generally. Adverse publicity may
include publicity about the efficacy, safety and quality of health care products or ingredients in general or our products or ingredients
specifically, and regulatory investigations, regardless of whether these investigations involve us or the business practices or products
of our competitors, or our customers. Any adverse publicity or negative public perception could have a material adverse effect on our
business, financial condition and results of operations. Our business, financial condition and results of operations could be adversely
affected if any of our products or any similar products distributed by other companies are alleged to be or are proved to be harmful to
consumers or to have unanticipated and unwanted health consequences.

 Our manufacturing and third-party fulfillment
activities are subject to certain risks

 Our products are manufactured at third party manufacturing
facilities in Canada and overseas. As a result, we are dependent on the uninterrupted and efficient operation of these facilities. Such
manufacturing operations, and those of their suppliers, are subject to power failures, blackouts, border shutdowns, telecommunications
failures, computer viruses, cybersecurity vulnerabilities, human error, breakdown, failure or substandard performance. The occurrence
of these or any other operational problems, including the improper installation or operation of equipment, terrorism, pandemics (including
Covid-19), natural or other disasters, intentional acts of violence, and the need to comply with the requirements or directives of governmental
agencies, including the FDA and Health Canada may have a material adverse effect on our business, financial condition and results of operations.

 Risks Related to Our Common Stock

 There is significant volatility in the price and trading volume of our common
stock, and investors may find it difficult to buy and sell our shares

 Our
common stock has been listed on the Nasdaq Capital Market since February 15, 2022. The price and daily trading volume of our common stock
have been very volatile and may continue to be so, and any significant trading volume in our common stock may not be maintained. These
factors may have an adverse impact on the trading and price of our common stock.

 If we are unable to continue to meet the
listing requirements of Nasdaq, our common stock will be delisted

 Our common stock currently trades on Nasdaq, where it is subject to various
listing requirements. On March 24, 2023, we received a notification letter from Nasdaq's Listing Qualifications Department notifying
us that, because the closing bid price of our common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, we no longer
meet the minimum bid price requirement for continued listing under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of
$1.00 per share (the "Minimum Bid Price Requirement"). On September 21, 2023, we received another notification letter from
Nasdaq advising that Nasdaq's staff has determined that we are eligible for an extension of an additional 180 calendar day period,
or until March 18, 2024, to cure the bid price deficiency. On February 28, 2024, we received a notification letter from Nasdaq advising
that Nasdaq's staff had determined that as of February 27, 2024, our common stock had a closing bid price of $0.10 or less for ten
consecutive trading days and accordingly, we were subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii). As a result,
Nasdaq determined that our securities would be removed from listing and registration on The Nasdaq Stock Market, subject to the procedures
set forth in the Nasdaq Listing Rule 5800 Series which provide for the opportunity to appeal such determination. On February 28, 2024,
we applied for such appeal, and a hearing has been scheduled for April 25, 2024. Accordingly, the delisting action referenced in the Nasdaq
staff's determination letter has been stayed, pending a final written decision by the Nasdaq Hearings Panel. In December 2023, we
had obtained shareholder approval for and intend to complete a reverse stock split to regain compliance with the Minimum Bid Price Requirement.
If we are unable to achieve and maintain compliance with such listing standards or other Nasdaq listing requirements in the future, we
could be subject to suspension and delisting proceedings. A delisting of our common stock and our inability to list on another national
securities market could negatively impact us by: (i) reducing the liquidity and market price of our common stock; (ii) reducing the number
of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; (iii) limiting
our ability to use certain registration statements to offer and sell freely tradeable securities, thereby limiting our ability to access
the public capital markets; and (iv) impairing our ability to provide equity incentives to our employees.

 We do not intend to pay dividends on our
common stock for the foreseeable future

 We have paid no dividends on our common stock to
date and we do not anticipate paying any dividends to holders of our common stock in the foreseeable future. While our future dividend
policy will be based on the operating results and capital needs of the business, we currently anticipate that we will retain any earnings
to finance our future expansion and for the implementation of our business plan. Investors should take note of the fact that a lack of
a dividend can further affect the market value of our common stock and could significantly affect the value of any investment in our Company.

 Our articles of incorporation
allow for our board to create new series of preferred stock without further approval by our stockholders, which could adversely affect
the rights of the holders of our common stock

 Our board of directors has the authority to fix
and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up to 30,000,000
shares of our preferred stock without further stockholder approval. 1,000,000 shares of preferred stock are designated Series B Preferred
Stock and as of the date of this Report, 130,000 of such shares are outstanding and held by our Chief Executive Officer. Our board of directors
could authorize the creation of additional series of preferred stock that would grant to holders of preferred stock the right to our assets
upon liquidation, or the right to receive dividend payments before dividends are distributed to the holders of common stock. In addition,
subject to the rules of any securities exchange on which our stock is then listed, our board of directors could authorize the creation
of additional series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock,
which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

 Additional stock
offerings in the future or the issuance of stock upon exercise of outstanding warrants may dilute then-existing shareholders'
percentage ownership in our Company

 Given our plans and expectations that we will
need additional capital and personnel, we anticipate that we will need to issue additional shares of common stock or securities
convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or
warrants. In addition, as of December 31, 2023, we have 23,395,046 common shares issuable upon exercise of outstanding warrants with
a weighted average exercise price of $1.94. The issuance of additional securities in the future will dilute the percentage ownership
of our then current stockholders.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 Risk Management
and Strategy

 We recognize the critical importance of developing,
implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity,
and availability of our data.

 Managing Material
Risks & Integrated Overall Risk Management

 We have strategically integrated cybersecurity
risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration
ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team works
closely with our IT department to continuously evaluate and address cybersecurity risks in alignment with our business objectives and
operational needs.

 Oversee Third-party
Risk

 Because we are aware of the risks associated with
third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security
assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity
standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls. This
approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties.

 Risks from Cybersecurity
Threats

 We have not encountered cybersecurity challenges
that have materially impaired our operations or financial standing.

 ITEM 2. PROPERTIES

 Our principal place of business is located at
1177 Avenue of the Americas, 5 th Floor, New York, NY 10036. We also have a satellite office in the greater Montreal area located
at 6500 Trans-Canada Highway, 4 th Floor, Pointe-Claire, Quebec, Canada H9R 0A5. We are not party to lease agreements in connection
with these two office locations. We pay rent month-to-month and have access to additional space on a pay-per-use basis.

 Our wholly owned subsidiary, Nora Pharma, currently
occupies a 23,500 square foot facility located at 1565 Boulevard Lionel-Boulet, Varennes, Quebec, Canada, J3X 1P7 pursuant to a lease
agreement that expires in January 2030, with an option to extend for 5 years. This site is composed of 18,500 square feet of warehouse
space and 5,000 square feet of executive office space. The facility houses all administrative, marketing, quality control, regulatory
affairs, and other operations personal, as well as a Health Canada licensed warehouse space. We pay a monthly rent of $27,250 CAD (approximately
$19,900 USD), including taxes. We estimate that this facility is adequate for annual sales of approximately
$50 to $75 million, past which we will need to find additional space.

 ITEM 3. LEGAL PROCEEDINGS

 We are not party to, and our property is not the
subject of, any legal proceedings nor are we aware of any threats of such actions against us.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our common stock is listed on the Nasdaq Capital Market under the symbol
"SBFM". As of March 28, 2024, we had a total of 99,452,865 shares of our common stock issued and outstanding. We also have
tradeable warrants exercisable to purchase shares of our common stock listed on the Nasdaq Capital Market under the symbol "SBFMW."
As of March 28, 2024, we had a total of 963,693 tradeable warrants outstanding.

 As of March 28, 2024, there were approximately
149 holders of record of our common stock, not including those holding their shares in "street name."

 Equity Compensation Plan Information

 The following table sets forth information regarding
our equity compensation plans as of December 31, 2023:

 Plan
 Category

 Number
 of Securities to be Issued Upon Exercise of Outstanding Options,

Warrants and Rights

 Weighted-Average
 Exercise Price of Outstanding Options, Warrants and Rights

 Number of Securities
 Remaining Available for

 Future Issuance Under
 Equity Compensation Plans

 Equity
 compensation plans approved by security holders (1)

 –

 –

 3,320,988

 Equity
 compensation plans not approved by security holders

 –

 –

 –

 (1) Represents our 2023 Equity Incentive Plan.

 Dividend Policy

 We have not paid any dividends since our incorporation
and do not anticipate paying any dividends in the foreseeable future. At present, our policy is to retain earnings, if any, to develop
and market our products. Our payment of dividends in the future will depend upon, among other factors, our earnings, capital requirements,
and operating financial conditions.

 Recent Sales of Unregistered Securities

 None.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

 The following discussion highlights the principal
factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods
described. This discussion should be read in conjunction with our financial statements and the related notes included in this report.
This discussion contains forward-looking statements. Please see "Cautionary Note Regarding Forward-Looking Statements" for
a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

 Results of Operations

 Comparison of Results of Operations for the
fiscal years ended December 31, 2023 and 2022

 During our fiscal year ended December 31, 2023,
we generated revenues of $24,092,787, compared to revenues of $4,345,603 in 2022. The increase was the result of twelve months of Nora
Pharma sales included in the 2023 results compared to only seventy-two days of sales in 2022 (October 20, 2022, the date of acquisition
of Nora Pharma, through December 31, 2022). The cost of sales in 2023 and 2022 for generating these revenues was $15,753,616 and $2,649,028,
respectively.

 General and administrative ("G&A")
expenses for our fiscal year ended December 31, 2023, were $13,124,470, compared to $28,697,325 during our fiscal year ended December
31, 2022, a decrease of $15,572,855. However, excluding the one-time impairment of goodwill in the amount of $18,326,719 from the 2022
G&A expenses, reveals an increase in G&A expenses of $2,753,864 in 2023. This increase is due to G&A expenses incurred by
Nora Pharma during all of 2023, compared to only 72 days of G&A expenses included in 2022.

 We had interest income of $811,974 in 2023, compared
to interest income of $518,650 in 2022. We incurred $137,308 in interest expense in 2023, compared to $39,412 in interest expense in 2022.

 As a result, we incurred a net loss of $4,506,044
for the year ended December 31, 2023, compared to a net loss of $26,744,440 for the year ended December 31, 2022.

 Liquidity and Capital Resources

 As of December 31, 2023, we had cash and cash equivalents of $16,292,347.

 On February 17, 2022, we completed an underwritten
public offering of common stock and warrants for gross proceeds of $8 million. We received net proceeds of approximately $6.8 million
from the offering.

 On March 14, 2022, we completed a private placement
of common stock and warrants for gross proceeds of $8 million. We received net proceeds of approximately $6.8 million from the private
placement.

 On April 28, 2022, we completed a private placement
of common stock and warrants for gross proceeds of approximately $19.5 million. We received net proceeds of approximately $16.8 million
from the private placement.

 During the fiscal years ended December 31, 2022
and 2023, we received aggregate proceeds of $13,196,681 in connection with warrant exercises.

 On May 16, 2023, we completed a private placement
of common stock and warrants for gross proceeds of approximately $5 million. We received net proceeds of approximately $4.1 million from
the private placement.

 Cash flows used in investing activities were $656,150
during the year ended December 31, 2023, compared to $14,619,390 during our fiscal year ended December 31, 2022. The reason for the decrease
was due to the acquisition of Nora Pharma which took place on October 20, 2022. Net cash flows provided by financing activities were $3,425,587
in 2023, compared to $39,465,107 in 2022. The decrease was primarily a result of three (3) rounds of financing which took place in February,
March, and April 2022 and only one (1) relatively small financing in 2023. Net cash used in operations was $8,775,111 in 2023, compared
to $5,248,358 in 2022. The increase was due to expansion of Nora Pharma drugs portfolio.

 We are not generating adequate revenues from our
operations to fully implement our business plan as set forth herein. We believe our existing cash will be sufficient to fund our pharmaceuticals
sales operations and research and development activities for the next 24 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, including for further
research and development activities and possibly clinical trials, as well as expansion of our generic pharmaceuticals operations. 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 are believed 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.

 Leases

 We follow the guidance in ASC 842 " Accounting
for Leases," as amended, which requires us to evaluate the lease agreements we enter into to determine whether they represent
operating or capital leases at the inception of the lease.

 Our wholly owned subsidiary, Nora Pharma, currently
occupies a 23,500 square foot facility located at 1565 Boulevard Lionel-Boulet, Varennes, Quebec, Canada, J3X 1P7 pursuant to a lease
agreement that expires in January 2030, with an option to extend for 5 years. This site is composed of 18,500 square feet of warehouse
space and 5,000 square feet of executive office space. The facility houses all administrative, marketing, quality control, regulatory
affairs, and other operations personal, as well as a Health Canada licensed warehouse space. We pay a monthly rent of $27,250 CAD (approximately
$19,900 USD), including taxes.

 Recently Adopted Accounting Standards

 In February 2020, the FASB issued ASU 2020-02, Financial
Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin
No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) which amends
the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for
the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify
the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company
is in the process of determining the effects adoption will have on its consolidated financial statements.

 In August 2020, the FASB issued ASU 2020-06, Debt
– Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity's Own Equity
(Subtopic 815 – 40), ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial instruments with
characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The ASU2020-06
amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early
adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal
years. The Company is evaluating the impact of this guidance on its unaudited consolidated financial statements.

 Off-Balance Sheet Arrangements

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

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not required for a smaller reporting company.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 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 accompanying consolidated balance sheets of Sunshine Biopharma, Inc. as of December 31, 2023 and 2022, the related statements
of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred
to as the "financial statements"). In our opinion, the 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.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
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 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 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 financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 Critical
Audit Matter

 Critical
audit matters are matters arising from the current-period audit of the 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 judgments.

 We
determined that there are no critical audit matters.

 /S/
 BF Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2013

 Lakewood,
CO

 March
28, 2024

 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 28,024,290
 and 22,585,632
 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

 28,024

 22,585

 Capital paid in excess of par value

 84,387,890

 80,841,752

 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

 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

 $
 ( 0.19
)

 $
 ( 1.76
)

 Weighted average common shares outstanding (basic & diluted)

 24,331,908

 15,180,868

 See Accompanying Notes To These Financial Statements.

 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

 –

 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.

 Consolidated Statements of Shareholders' Equity

 Number of Common
 Shares

 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

 2,591,240

 2,591

 32,787,384

 1,000,000

 100,000

 ( 23,139
)

 ( 32,655,174
)

 211,662

 Fractional
 shares issued for reverse stock split

 4,380

 ( 4
)

 –

 –

 –

 –

 –

 stock and pre-funded warrants issued in public and private offerings, net of issuance costs

 6,656,526

 6,657

 30,360,528

 –

 –

 –

 –

 30,367,185

 Exercise
 of warrants

 9,633,486

 9,633

 13,183,544

 –

 –

 –

 –

 13,193,177

 Preferred
 stock purchased from related party

 –

 –

 –

 ( 990,000
)

 ( 99,000
)

 –

 –

 ( 99,000
)

 stock issued as part of Nora Pharma acquisition

 3,700,000

 3,700

 4,510,300

 –

 –

 –

 –

 4,514,000

 Net
 (loss)

 –

 –

 –

 –

 –

 184,986

 ( 26,744,440
)

 ( 26,559,454
)

 Balance at December
 31, 2022

 22,585,632

 $
 22,585

 $
 80,841,752

 10,000

 $
 1,000

 $
 161,847

 $
 ( 59,399,614
)

 21,627,570

 Repurchase
 of treasury stock

 ( 513,723
)

 ( 514
)

 ( 540,629
)

 –

 –

 –

 –

 ( 541,143
)

 stock and pre-funded warrants issued in a private offering net of expenses

 2,450,000

 2,451

 4,086,767

 –

 –

 –

 –

 4,089,218

 Exercise
 of warrants

 3,502,381

 3,502

 –

 –

 –

 –

 –

 3,502

 Net
 (loss)

 –

 –

 –

 –

 –

 534,258

 ( 4,506,044
)

 ( 3,971,786
)

 Balance at December
 31, 2023

 28,024,290

 $
 28,024

 $
 84,387,890

 10,000

 $
 1,000

 $
 696,105

 $
 ( 63,905,658
)

 21,207,361

 See Accompanying Notes To These Financial Statements.

 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.

 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.

 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 3,700,000
shares of the Company's common stock valued at $ 4,514,000
or $1.22 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 3,700,000 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 ($1.22 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.

 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

 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. The Company's financial statements reflect all three 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 December 31, 2023, 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 to the common stock equal to the stated value of $0.10, relative to the rights to the common stock, and gives the holder
the right to 1,000 votes per share. As of December 31, 2023, 10,000
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 1,882,353 shares of common stock and 4,102,200 warrants to purchase shares of common stock (the "Tradeable Warrants").

 On February 22, 2022, the Company redeemed 990,000
shares of Series B Preferred Stock from the CEO of the Company at a redemption price equal to the stated value of $0.10 per share. The
remaining 10,000 shares of Series B Preferred Stock could not be voted pursuant to a warrant agent agreement relating to the Tradeable
Warrants (the "Warrant Agent Agreement"). 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 to $ 0.11. 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) 2,301,353 shares
of its common stock together with investor warrants ("Investor Warrants") to purchase up to 2,301,353 shares of common stock,
and (ii) 1,302,251 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 1,302,251 shares of common stock. Each share of common stock and accompanying
Investor Warrant was sold together at a combined offering price of $2.22 and each Pre-Funded Warrant and accompanying Investor Warrant
were sold together at a combined offering price of $2.219. The Pre-Funded Warrants were immediately exercisable, at a nominal exercise
price of $0.001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Investor Warrants have
an exercise price of $2.22 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) 2,472,820
shares of its common stock together with warrants ("April Warrants") to purchase up to 4,945,640 shares of common stock,
and (ii) 2,390,025 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 4,780,050 shares of common stock. Each share of common stock and accompanying
two April Warrants were sold together at a combined offering price of $4.01 and each Pre-Funded Warrant and accompanying two April Warrants
were sold together at a combined offering price of $4.009. The Pre-Funded Warrants were immediately exercisable, at a nominal exercise
price of $0.001, 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 $3.76 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 3,700,000
shares of common stock as part of the acquisition of Nora Pharma. These shares were valued at $ 4,514,000, or $1.22 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 445,711 shares of common stock at an average price of $1.1371 per share for a total cost of $ 506,822. The 445,711
repurchased common shares were cancelled and returned to treasury reducing the number of issued and outstanding shares from 22,585,632
to 22,139,921.

 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) 2,450,000 shares of common stock, (ii) 3,502,381 pre-funded
warrants (the "May Pre-Funded Warrants"), and (iii) investor warrants (the "May Warrants") to purchase
up to 11,904,762 shares of common stock at $0.59 per share. Each share of common stock and accompanying two May Warrants were
sold together at a combined offering price of $0.84 and each May Pre-Funded Warrant and accompanying two May Warrants were sold
together at a combined offering price of $0.839. The May Pre-Funded Warrants are immediately exercisable, at a nominal exercise price
of $0.001, 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 $0.59 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
 10,793,369 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
 68,012 shares of common stock on the open market under the Stock Repurchase Program announced on January 19, 2023, at an average price
of $0.5046 per share for a total cost of $ 34,321. In October 2023, the 68,012 repurchased common shares were cancelled and returned to
treasury reducing the number of issued and outstanding shares from 25,746,302 to 25,678,290.

 On November 16, 2023, the Company issued 2,346,000
shares of common stock and received net proceeds of $ 2,346 in connection with the exercise of all 2,346,000 remaining May Pre-Funded Warrants
at the nominal exercise price of $ 0.001 per share.

 As of December 31, 2023 and December 31, 2022,
the Company has a total of 28,024,290 and 22,585,632 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.

 In 2022 and 2023, the Company completed four financing
events, and in connection therewith, it issued warrants as follows:

 Schedule of warrants issued with financing

 Type

 Number

 Exercise Price

 Expiry Date

 Pre-Funded Warrants

 3,692,276

 $ 0.001

 Unlimited

 Tradeable Warrants

 4,102,200

 $ 2.22 *

 February 2027

 Investor Warrants

 3,603,604

 $ 2.22

 March 2027

 April Warrants

 9,725,690

 $ 3.76

 April 2027

 May Pre-Funded Warrants

 3,502,381

 $ 0.001

 Unlimited

 May Warrants

 11,904,762

 $ 0.59

 November 2028

 *

 The
 Tradeable Warrants had an initial exercise price of $4.25, subject to adjustment. Upon the closing of the Company's private placement
 on March 14, 2022, the exercise price of the Tradeable Warrants was reduced to $2.22, in accordance with the terms thereof.

 As of December 31, 2023, all of the Pre-Funded
Warrants and a total of 3,138,507 Tradeable Warrants, 2,802,703 Investor Warrants, and all of the May Pre-Funded Warrants were exercised
resulting in aggregate proceeds of $ 13,196,681 received by the Company.

 The Company's outstanding warrants at December 31, 2023 consisted
of the following:

 Schedule of warrants outstanding

 Type

 Number

 Exercise Price

 Expiry Date

 Tradeable Warrants

 963,693

 $ 0.11 *

 February 2027

 Investor Warrants

 800,901

 $ 2.22

 March 2027

 April Warrants

 9,725,690

 $ 3.76

 April 2027

 May Warrants

 11,904,762

 $ 0.59

 November 2028

 *

 On
 October 12, 2023, the Company held a special meeting of the holders of its outstanding Tradeable Warrants in which a majority of
 the holders approved an amendment to the Warrant Agent Agreement to reduce the exercise price of the Tradeable Warrants from $2.22
 to $0.11 per warrant. The amendment was executed on October 18, 2023.

 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

 24,331,908

 15,180,868

 Dilutive common share equivalents

 –

 –

 Dilutive weighted average outstanding shares of common stock

 24,331,908

 15,180,868

 Net gain (loss) per share attributable to common stock

 $
 ( 0.19
)

 $
 ( 1.76
)

 Note 11 – Income Taxes

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

 Schedule of provision for income taxes

 Current:

 Federal

 $
 –

 State

 Foreign

 379,246

 379,296

 Deferred:

 Federal

 –

 State

 –

 Foreign

 15,870

 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

 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
)

 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.

 Note 14 – Subsequent Events

 On February 15, 2024, the Company closed a firm commitment underwritten
public offering with gross proceeds to the Company of approximately $10.0 million. The offering consisted of 71,428,571 Units, consisting
of (a) 26,428,571 Common Units, with each Common Unit consisting of one share of our common stock, one-tenth
(1/10) of a Series A warrant to purchase one share of common stock ("Series A Warrant") and two-tenths (2/10) of a Series
B warrant to purchase one share of common stock ("Series B Warrant"), and (b) 45,000,000 Pre-Funded Units, with each Pre-Funded
Unit consisting of one pre-funded warrant to purchase one share of common stock, one-tenth of a Series A Warrant and two-tenths of a Series
B Warrant. The Pre-Funded Warrants are immediately exercisable at $0.001 per share and may be exercised at any time until exercised in
full. The initial exercise price of each Series A Warrant is $2.10 per share of common stock or pursuant to an alternative cashless exercise
option. The Series A Warrants are exercisable immediately and expire 30 months after the initial issuance date. The initial exercise price
of each Series B Warrant is $2.38 per share of common stock. The Series B Warrants are exercisable immediately and expire 60 months after
the initial issuance date.

 On
February 11, 2024, the Company bought back the 11,904,762 May Warrants from the holder, a single entity, for an aggregate purchase price
of $2,361,596. Upon the closing of the transaction, the May Warrants were deemed cancelled and terminated in all respects.

 On
February 11, 2024, the Company entered into securities purchase agreements (the "April Warrants Purchase Agreements") with
the holders of warrants, dated April 28, 2022 (the "April Warrants") to purchase an aggregate of 9,725,690 shares of common
stock of the Company. Pursuant to the April Warrant Purchase Agreements, the Company bought back from the holders the April Warrants
for a purchase price of $0.08 per April Warrant, for an aggregate purchase price of $778,055. Upon the closing of the April Warrant Purchase
Agreements, which occurred on February 12, 2024, the Company paid the purchase price to the holders, and the April Warrants were deemed
cancelled and terminated in all respects.

 On
February 8, 2024, the Company sold 20,000 shares of Series B Preferred Stock to its CEO for the stated value of $0.10 per share.

 On
March 4, 2024, the Company sold 100,000 shares of Series B Preferred Stock to its CEO for the stated value of $0.10 per share.

 On March 4, 2024, the Company's board of
directors, and Company's chief executive officer, as the holder of the majority of the voting power of the Company's stockholders,
approved an up to 1-for-200 reverse split of the Company's common stock in order for the Company to become compliant with Nasdaq's
$1.00 minimum bid price for the listed common shares.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 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 December 31, 2023, at reasonable assurance
levels.

 Management's Annual Report on Internal Control Over Financial
Reporting

 Our management is responsible for establishing
and maintaining adequate "internal control over financial reporting," as defined in Rule 13a-15(f) and 15d-15(f) under the
Exchange Act. Our system of internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance
with US GAAP.

 Our internal control over financial reporting includes
those policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets; (b) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of consolidated financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only
in accordance with authorizations of our management and directors; and (c) provide reasonable assurance regarding prevention or timely
detection of unauthorized use, acquisition, or disposition of our assets that could have a material effect on the consolidated financial
statements.

 Our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December
31, 2023, and they concluded that our internal control over financial reporting was effective as of December 31, 2023. In making this
assessment, we utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")
in Internal Control — Integrated Framework (2013).

 No Attestation Report by Independent Registered
Accountant

 The effectiveness of our internal control over
financial reporting as of December 31, 2023, has not been audited by our independent registered public accounting firm by virtue of our
exemption from such requirement as a smaller reporting company.

 Changes in Internal Controls over Financial
Reporting

 There were no changes in our internal control over
financial reporting during the three months ended December 31, 2023.

 ITEM 9B. OTHER INFORMATION

 During the quarter ended December 31, 2023, no director or officer
of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement,"
as each term is defined in Item 408(a) of Regulation S-K.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 The following individuals currently serve as our Board of Directors
and executive officers.

 Name

 Age

 Position(s)

 Dr. Steve N. Slilaty

 President, Chief Executive Officer and Chairman

 Dr. Abderrazzak Merzouki

 Chief Science Officer and Director

 Mr. Camille
 Sebaaly

 Chief Financial Officer and Secretary

 Dr. Rabi Kiderchah

 Mr. David
 Natan

 Dr. Andrew Keller

 Mr. Malek Chamoun

 Chief Development Officer

 Mr. Marc Beaudoin

 Chief Operating Officer

 Dr. Steve N. Slilaty was appointed
as our chief executive officer and chairman of our board of directors on October 15, 2009. Dr. Slilaty is an accomplished scientist
and business executive. His scientific publications are widely cited. Sunshine Biopharma is the third in a line of biotechnology companies
that Dr. Slilaty founded and managed. The first, Quantum Biotechnologies Inc. later known as Qbiogene Inc., was founded
in 1991 and is now a member of a family of companies owned by MP Biomedicals, one of the largest international suppliers of biotechnology
reagents. The second company which Dr. Slilaty founded, Genomics One Corporation, conducted an initial public offering of its capital
stock in 1999 and, on the basis of its ownership of Dr. Slilaty's patented TrueBlue Technology, Genomics One became
one of the key participants in the Human Genome Project and reached a market capitalization of $1 billion in 2000. Formerly, Dr. Slilaty
was a research team leader at the Biotechnology Research Institute (Montreal), a division of the National Research Council of
Canada. Dr. Slilaty is one of the pioneers of Gene Therapy having developed the first gene delivery system applicable to humans in
1983 [ Science 220: 725-727 (1983) ]. Dr. Slilaty's other distinguished scientific career accomplishments included (i) the
discovery of a new class of enzymes, the S24 Family of Proteases (IUBMB Enzyme: EC 3.4.21.88) [ Proc. Natl. Acad. Sci. U.S.A. 84:
3987-3991 (1987) ]. In addition, Dr. Slilaty (i) developed the first site-directed mutagenesis system applicable to double-stranded
DNA [ Analyt. Biochem. 185: 194-200 (1990) ], (ii) cloned the gene for the first yeast-lytic enzyme (lytic b-1,3-glucanase)
[ J. Biol. Chem. 266: 1058-1063 (1991) ], (iii) developed a new molecular strategy for increasing the rate of enzyme reactions
[ Protein Engineering 4: 919-922 (1991) ], and (iv) constructed a powerful new cloning system for genomic sequencing (TrueBlue
Technology) [ Gene 213: 83-91 (1998) ]. Most recently, Dr. Slilaty, in collaboration with Institut National des Sciences Appliqu e
(France), State University of New York at Binghamton (USA) and cole Polytechnique, Universit de Montr al (Canada),
designed, patented, and advanced the development the first, and currently the only known anticancer compound (Adva-27a) capable of destroying
multidrug resistant cancer cells [ Anticancer Res. 32: 4423 (2011) and US Patent Numbers: 8,236,935 and 10,272,065 ]. These
and other works of Dr. Slilaty are cited in research papers, editorials, review articles and textbooks. Dr. Slilaty is the author of 18
original research papers and 10 issued and pending. These and other works of Dr. Slilaty are cited in research papers, editorials, review
articles and textbooks. Dr. Slilaty received his Ph. D. degree in Molecular Biology from the University of Arizona in 1983 and Bachelor
of Science degree in Genetics and Biochemistry from Cornell University in 1976. Dr. Slilaty has received research grants from the NIH
and NSF and he is the recipient of the 1981 University of Arizona Foundation award for Meritorious Performance in Teaching.

 Dr. Abderrazzak Merzouki was
appointed as a director and our Chief Operating Officer in February 2016. In January 2024, he resigned from his position as Chief
Operating Officer and became our Chief Science Officer but remained a director. From July 2007 through December 2016, Dr. Merzouki worked at the Institute of Biomedical Engineering in the Department
of Chemical Engineering at Ecole Polytechnique de Montreal, where he taught and acted as a senior scientist involved in the research
and development of plasmid and siRNA-based therapies. Dr. Merzouki is a molecular biologist and an immunologist with extensive
experience in the area of gene therapy where he performed several preclinical studies for pharmaceutical companies involving the use
of adenoviral vectors for cancer therapy and plasmid vectors for the treatment of peripheral arterial occlusions. Dr. Merzouki also
has extensive expertise in the design of expression vectors, and production and purification of recombinant proteins. He developed
technologies for production of biogeneric therapeutic proteins for the treatment of various diseases including cancer, diabetes,
hepatitis and multiple sclerosis. Dr. Merzouki obtained his Ph. D. in Virology and Immunology from Institut Armand-Frappier in Quebec
and received his post-doctoral training at the University of British Columbia and the BC Center for Excellence in HIV/AIDS research.
Dr. Merzouki has over 30 publications and 70 communications in various, highly respected scientific journals in the field of
cellular and molecular biology.

 Mr. Camille Sebaaly was appointed
as our chief financial officer, secretary and a director of our Company on October 15, 2009. He resigned as a director of the Company
in October 2021. Mr. Sebaaly held a number of senior executive positions in various areas including financial management, business development, project
management and finance. As an executive and an entrepreneur, he combines expertise in strategic planning and finance with strong skills
in business development and deal structure and negotiations. In addition, Mr. Sebaaly worked in operations, general management, investor
relations, marketing and business development with emphasis on international business and marketing of advanced technologies including
hydrogen generation and energy saving. In the area of marketing, Mr. Sebaaly has evaluated market demands and opportunities, created strategic
marketing and business development plans, designed marketing communications and launched market penetration programs. Mr. Sebaaly graduated
from State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987.

 Dr. Rabi Kiderchah has served as
a director of our Company since October 2021. Dr. Kiderchah is a licensed physician in Canada. From 2000 until August 2021, he was working
at Argenteuil Hospital, Lachute, Quebec, Canada, as an emergency room physician. He has also worked as what is referred to in Canada as
a "medecins depanneurs", working in rural areas where there are not enough ER doctors. Since August 2011 he has worked at
Rabi Kiderchah Medecin Inc. as a freelance physician in the Quebec, Canada area. He received a Bachelor of Science degree in 1994 and
an MD degree in 1998 from the University of Montreal.

 Mr. David Natan has served as a
director of our Company since February 2022. He currently serves as CEO of Natan & Associates, LLC, a consulting firm offering CFO
services to public and private companies since 2007. From February 2010 to May 2020, Mr. Natan served as CEO of ForceField Energy, Inc.
(OTCMKTS: FNRG), a company focused on LED lighting products. From February 2002 to November 2007, Mr. Natan served as CFO of PharmaNet
Development Group, Inc., a drug development company, and, from June 1995 to February 2002, as CFO and VP of Global Technovations, Inc.,
a manufacturer and marketer of speaker components. Prior to that, Mr. Natan served in various roles with Deloitte & Touche LLP. From
April 2020 through June 2023, Mr. Natan was Executive Vice President and Chief Financial Officer for Airborne Motorworks, Inc., Spokane,
WA, a privately-held aerospace transportation company. Mr. Natan currently serves as a member of the Board of Directors and Chair of the
Audit Committee of NetBrands, Inc. (OTC: NBND), a distributor of snack products, since February 2021; and serves as a member of the Board
of Directors and Chair of the Audit Committee of Titan Pharmaceuticals Inc. (NASDAQ: TTNP) a pharmaceutical company, since August 2022.
Additionally, in November 2023, Mr. Natan was appointed to the board of Directors and Audit Committee Chair of Minim Inc. (NASDAQ: MINM).
Mr. Natan holds a B.A. in Economics from Boston University.

 Dr. Andrew M. Keller has served
as a director of our Company since February 2022. From 2016 through November 2019, Dr. Keller was the Chief Medical Officer at the Western
Connecticut Medical Group, Bethel CT, a multispecialty organization. He was employed by this group beginning in 1989, and in 2003 became
Chief – Section of Cardiovascular Diseases. In 2014 he was appointed Chief Medical Informatics Officer. Previously, Dr. Keller was
an Assistant Professor of Medicine/Radiology at Columbia University, The College of Physicians and Surgeons, NY, NY. Dr. Keller retired
as a practicing physician in 2019. Upon his retirement as a practicing physician Dr. Keller enrolled as a full time student at Quinnipiac
University College of Law, where he graduated with a Juris Doctor degree in 2023. In July 2023, Dr. Keller passed the Bar exam and was
admitted to practice law in the State of Connecticut in November 2023. Since November 2023 he has been employed at the Law Office of Robin
P. Keller LLC, Norwalk, CT advocating for the educational needs of disabled children with medically complex diagnoses. Dr. Keller received
a Doctor of Medicine degree in 1979 from The Ohio State University and a Bachelor of Arts degree in Physics, Magna Cum Laude from Ithaca
College in 1975.

 Mr. Malek Chamoun was appointed as
our Chief Development Officer in January 2024. In addition, he is President of Nora Pharma Inc., our wholly owned subsidiary that we acquired
in October 2022. In 2017 he founded Nora Pharma, where he has been the President since inception. Mr. Chamoun received a bachelor's
degree in business administration from Hautes tudes Commerciales, Montreal, Quebec, Canada in 2008 and became a licensed CPA in
Canada in 2012. He devotes all of his business time to Nora Pharma's affairs.

 Mr. Marc Beaudoin was appointed
as our Chief Operating Officer in January 2024. Mr. Beaudoin was the sole owner of M.A. Beaudoin Consulting Group Inc., a privately held
business strategy consulting company in the Canadian pharmaceutical and biopharmaceutical sectors since 2016. From January 2018 through
February 2019, he was employed by the KDA Group, Inc., a publicly held Canadian healthcare company, as the COO of KDA Group and CEO of
its Canadian generic pharmaceutical division, Pharmapar. From 2006 to 2016, he held several executive positions at Sandoz Canada in various
areas including Marketing and Communications, Strategic Planning, Business Development & Portfolio Management. As an executive and
an entrepreneur, he combines expertise in strategic planning with operational and commercial execution. Mr. Beaudoin obtained his MBA
from Sherbrooke University in 2018. He also holds multiple certifications (including a fellowship) from the Association for Supply Chain
Management.

 Corporate Governance

 Board of Directors Term of Office

 Directors are elected at our annual meeting of
shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified.

 Committees of our Board of Directors

 We have established an audit
committee, a compensation committee, and a corporate governance and nominating committee of our board of directors. Each committee
is comprised of each of our independent directors. David Natan is our audit committee financial expert.

 No Family Relationships

 There is no family relationship between any director
and executive officer or among any directors or executive officers.

 Involvement in Certain Legal Proceedings

 Our directors and executive officers have not been
involved in any of the following events during the past ten years:

 1.

 any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 2.

 any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 3.

 being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

 4.

 being found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 5.

 being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 6.

 being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Board Diversity

 Our Board seeks members from diverse professional
backgrounds who combine a solid professional reputation and knowledge of our business and industry with a reputation for integrity. Our
Board does not have a formal policy concerning diversity and inclusion but is in the process of establishing a policy on diversity. Diversity
of experience, expertise, and viewpoints is one of many factors the Nominating and Corporate Governance Committee considers when recommending
director nominees to our Board. Further, our Board is committed to actively seeking highly qualified women and individuals from minority
groups and the LGBTQ+ community to include in the pool from which new candidates are selected. Our Board also seeks members that have
experience in positions with a high degree of responsibility or are, or have been, leaders in the companies or institutions with which
they are, or were, affiliated, but may seek other members with different backgrounds, based upon the contributions they can make to our
Company. While the Board has continued its efforts to identify candidates that have such experience, they have currently been unable to
identify any such candidates which fulfill the diversity requirement with the requisite professional experience.

 Code of Ethics

 We have adopted a Code of Ethics that applies to
our principal executive officer, principal financial officer, and principal accounting officer. Our Code of Ethics is available on our
website at www.sunshinebiopharma.com.

 ITEM 11. EXECUTIVE COMPENSATION

 The following table sets forth compensation information
for services rendered by our executive officers in all capacities during the last two completed fiscal years.

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Stock Awards ($)

 All Other Compen-

sation ($)

 Total ($)

 Dr. Steve N. Slilaty

 2022

 360,000

 (1)

 10,000

 –

 –

 370,000

 Chief Executive Officer and Director

 2023

 378,000

 182,000

 –

 560,000

 Camille Sebaaly

 2022

 300,000

 630,000

 –

 –

 930,000

 Chief Financial Officer

 2023

 315,000

 380,000

 –

 695,000

 Dr. Abderrazzak Merzouki

 2022

 240,000

 245,000

 –

 –

 485,000

 Chief Operating Officer and Director

 2023

 252,000

 8,000

 –

 260,000

 (1)

 Of this amount, $60,000
 was paid to Advanomics Corporation, a company controlled by Dr. Slilaty.

 Employment Agreements

 On April 8, 2022, we entered into an employment
agreement with Dr. Steve N. Slilaty, our Chief Executive Officer. Pursuant to the employment agreement, Dr. Slilaty will continue to serve
as our CEO and will be paid a base annual salary of $360,000 (which will increase annually at the rate of the Consumer Price Index or
5%, whichever is higher). The employment agreement has a term of four years and will renew automatically for a term of an additional three
years. In the event the employment agreement is terminated by us without cause, we will pay Dr. Slilaty $10 million. Upon expiration of
the employment agreement, we will pay Dr. Slilaty $2 million.

 Outstanding Equity Awards at 2023 Fiscal Year-End

 We did not have any outstanding equity awards as
of December 31, 2023.

 Director Compensation

 The following table sets forth compensation we
paid to our directors during the year ended December 31, 2023.

 Name

 Fees
 Paid in Cash ($)

 Stock Awards

 Option Awards

 All Other Compensation

 Total ($)

 Dr. Rabi Kiderchah

 –

 –

 –

 Mr. David Natan

 –

 –

 –

 Dr. Abderrazzak Merzouki

 –

 –

 –

 Dr. Andrew Keller

 –

 –

 –

 Dr. Steve N. Slilaty

 –

 –

 –

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

 The following table sets forth certain information,
as of March 28, 2024, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%)
percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group.

 We have determined beneficial ownership in accordance
with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting
power or investment power with respect to those securities. The table lists applicable percentage ownership based on 99,452,865 shares
of common stock outstanding as of March 28, 2024. In addition, under SEC rules, beneficial ownership of common stock includes shares
of our common stock issuable pursuant to the conversion or exercise of securities that are either immediately exercisable or convertible
into common stock or exercisable or convertible into common stock within 60 days of March 28, 2024. These shares are deemed to be outstanding
and beneficially owned by the person holding those securities for the purpose of computing the percentage ownership of that person, but
they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated,
the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially
owned by them, subject to applicable community property laws.

 Title of Class

 Name and Address of Beneficial Owner

 Amount

 Percent of Class

 Dr.
Steve N. Slilaty (1)

 3,821,024
 (3)

 3.8%

 Series B Preferred

 130,000
 (2)

 100%

 Camille Sebaaly (1)

 174,465

 *

 Dr. Abderrazzak
Merzouki (1)

 116,720

 *

 Dr. Andrew Keller (1)

 *

 David Natan (1)

 *

 Dr. Rabi Kiderchah (1)

 1,625

 *

 Malek Chamoun (1)

 3,700,000
 (3)

 3.7%

 Marc Beaudoin (1)

 *

 All Officers and Directors as Group (8 persons)

 4,113,834

 4.1%

 * Less than 1%.

 (1)

 Officer and/or director of our Company.

 (2)

 Each share of Series B Preferred Stock gives the holder the right to 1,000 votes per share.

 (3)

 Includes 3,700,000
common shares owned by Malek Chamoun, the President of Nora Pharma Inc., a company acquired by the Company in October 2022. Dr. Slilaty controls the voting of Mr. Chamoun's shares through a voting agreement between Mr. Chamoun and Dr. Slilaty dated October 20, 2022.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

 Related Transactions

 On February 22, 2022, we redeemed 990,000 shares
of Series B Preferred Stock held by Dr. Steve Slilaty, our CEO, at a redemption price equal to the stated value of $0.10 per share.

 On
February 8, 2024, we sold 20,000 shares of Series B Preferred Stock to Dr. Slilaty for a purchase price equal to the stated value of
$0.10 per share.

 On
March 4, 2024, we sold 100,000 shares of Series B Preferred Stock to Dr. Slilaty for a purchase price equal to the stated value of $0.10
per share.

 Director Independence

 Our independent directors consist of Dr. Kiderchah,
Mr. Natan and Dr. Keller.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The following table presents fees for professional
audit services rendered by B F Borgers CPA PC, our independent auditors, during our fiscal years ended December 31, 2023 and 2022:

 December 31,
 2023

 December 31,
 2022

 Audit Fees

 $
 170,500

 $
 137,500

 Audit-related Fees

 –

 –

 Tax Fees

 –

 –

 All Other Fees

 –

 –

 Total

 $
 170,500

 $
 137,500

 Audit
Fees. Audit fees consist of amounts billed for professional services rendered for the audit of our annual financial statements included
in our Annual Reports on Forms 10-K for our fiscal years ended December 31, 2023 and 2022 and for reviews of our interim financial statements
included in our Quarterly Reports on Form 10-Q.

 Audit-related
Fees. Audit-related fees represent fees for assurance and related services performed that are reasonably related to the performance
of the audit or review of our financial statements.

 Tax
Fees. B F Borgers CPA PC did not perform any tax compliance services for us during the years ended December 31, 2023 or 2022.

 All
Other Fees. B F Borgers CPA PC did not receive any other fees from us for the years ended December 31, 2023 or 2022.

 As
of December 31, 2023, the Board of Directors appointed our three independent directors as the members of our audit committee. Our audit
committee charter is available is available on our website at www.sunshinebiopharma.com.

 ITEM 15 EXHIBITS

 1.1

 Underwriting Agreement, dated February 13, 2024 (1)

 3.1

 Articles of Incorporation (3)

 3.2

 Certificate of Amendment to Articles of Incorporation filed November 2, 2009 (5)

 3.3

 Statement of Share and Equity Capital Exchange (5)

 3.4

 Articles of Amendment to Articles of Incorporation filed July 13, 2010 (5)

 3.5

 Articles of Amendment to Articles of Incorporation filed May 27, 2015 (6)

 3.6

 Articles of Amendment to Articles of Incorporation (7)

 3.7

 Articles of Amendment to Articles of Incorporation (8)

 3.8

 Bylaws (15)

 4.1

 Description of Registrant's Securities (17)

 10.1

 Patent Purchase Agreement with Advanomics Corporation (9)

 10.2

 Second Patent Purchase Agreement with Advanomics Corporation (10)

 10.3

 Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated October 8, 2016, including Secured Convertible Promissory Note (11)

 10.4

 Amendment No. 1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory Note (11)

 10.5

 Form
 of Warrant, dated February 17, 2022 (2)

 10.6

 Warrant Agent Agreement between the Company and Equiniti, dated February 17, 2022 (2)

 10.7

 Sponsored Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc. (12) *

 10.8

 Research Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (13)

 10.9

 Form of Warrant, dated March 14, 2022 (16)

 10.10

 Form
 of Amendment to Warrant, dated March 24, 2022 (18)

 10.11

 Employment Agreement between Sunshine Biopharma, Inc. and Dr. Steve Slilaty (19)

 10.12

 Form
 of Warrant, dated April 28, 2022 (20)

 10.13

 Share Purchase Agreement between Sunshine Biopharma, Inc., Malek Chamoun and Nora Pharma Inc. (21)

 10.14

 Employment Agreement between Sunshine Biopharma, Inc., Nora Pharma Inc. and Malek Chamoun (21)

 10.15

 License
 Agreement between the Company and the University of Arizona (22)
 *

 10.16

 Form of Warrant,
 dated May 16, 2023 (23)

 10.17

 Amendment
 No. 1 to Warrant Agent Agreement, dated October 18, 2023 (24)

 10.18

 2023 Equity Incentive
 Plan (25)

 10.19

 Form of Warrant Agency Agreement (26)

 10.20

 Form of Pre-Funded Warrant (26)

 10.21

 Form of Series A Warrant (1)

 10.22

 Form of Series B Warrant (1)

 14.1

 Code of Ethics (14)

 21.1

 Subsidiaries (filed herewith)

 23.1

 Consent of BF Borgers CPA PC (filed herewith)

 31.1

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

 31.2

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

 32.1

 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

 97.1

 Clawback policy (filed herewith)

 EX-101

 EX-104

 _______________________

 *

 Portions of the exhibit have been omitted.

 (1)

 Incorporated by reference to 8-K filed with the SEC on February 15,
2024.

 (2)

 Incorporated by reference to 8-K filed with the SEC on February 17, 2022.

 (3)

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

 (4)

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

 (5)

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

 (6)

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

 (7)

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

 (8)

 Incorporated by reference to 8-K filed February 9, 2022.

 (9)

 Incorporated by reference to 8-K filed with the SEC on October 9, 2015.

 (10)

 Incorporated by reference to 8-K filed with the SEC on December 28, 2015.

 (11)

 Incorporated by reference to 8-K filed with the SEC on March 14, 2016.

 (12)

 Incorporated by reference to S-1/A filed with the SEC on January 24, 2022.

 (13)

 Incorporated by reference to 8-K filed with the SEC on February 25, 2022.

 (14)

 Incorporated by reference to 10-K filed with the SEC on May 1, 2020.

 (15)

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

 (16)

 Incorporated by reference to 8-K filed with the SEC on March 15, 2022.

 (17)

 Incorporated by reference to 10-K filed with the SEC on March 21, 2022.

 (18)

 Incorporated by reference to 8-K filed with the SEC on March 24, 2022.

 (19)

 Incorporated by reference to 8-K filed with the SEC on April 8, 2022.

 (20)

 Incorporated by reference to 8-K filed with the SEC on April 28, 2022.

 (21)

 Incorporated by reference to 8-K filed with the SEC on October 20, 2022.

 (22)

 Incorporated by reference to 8-K filed with the SEC on February 28, 2023.

 (23)

 Incorporated by reference to 8-K filed with the SEC on May 16, 2023.

 (24)

 Incorporated by reference to 8-K filed with the SEC on October 20,
2023.

 (25)

 Incorporated by reference to S-8 filed with the SEC on January 8, 2024.

 (26)

 Incorporated by reference to S-1/A filed with the SEC on February 9,
2024.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 SUNSHINE BIOPHARMA, INC.

 Dated: March 28, 2024

 By:

 /s/ Dr. Steve N. Slilaty

 Dr. Steve N. Slilaty, Chief Executive Officer (principal executive officer)

 /s/ Camille Sebaaly

 Camille Sebaaly, Chief Financial Officer (principal financial and accounting officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/ Dr. Steve N. Slilaty

 Chief Executive Officer and Director

 Dr. Steve N. Slilaty

 (Principal Executive Officer)

 /s/ Camille Sebaaly

 Chief Financial Officer

 Camille Sebaaly

 (Principal Financial and Accounting Officer)

 /s/ Dr. Abderrazzak Merzouki

 Dr. Abderrazzak Merzouki

 /s/ David Natan

 David Natan

 /s/ Dr. Andrew Keller

 Dr. Andrew Keller

 /s/ Dr. Rabi Kiderchah

 Dr. Rabi Kiderchah