U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 20, 2021
SUNSHINE BIOPHARMA, INC.
(Exact name of small business issuer as specified in its charter)
| Colorado | 000-52898 | 20-5566275 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID No.) |
6500 Trans-Canada Highway
4th Floor
Pointe-Claire, Quebec, Canada H9R0A5
(Address of principal executive offices)
(514) 426-6161
(Issuer’s Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| N/A | N/A | N/A |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.02 | Unregistered Sale of Equity Securities |
Effective December 20, 2021, we issued 2,904,833 shares of our Common Stock in favor of RB Capital Partners, Inc. (“RB Capital”) in connection with the conversion of $1,361,000 in convertible debt at an average conversion price of $0.47 per share.
We relied upon the exemption from registration provided by Section 4/2 as promulgated under the Securities Act of 1933, as amended, to issue these shares.
| Item 7.01 | Regulation FD Disclosure |
Attached is a copy of a press release being issued by us relating to the issuance of the shares and corresponding reduction of debt more fully described in Item 3.02 above herein, which is attached as Exhibit 99.1 and is hereby incorporated.
| Item 9.01 | Financial Statements and Exhibits |
(b) Exhibits. The following exhibits are included in this report:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 22, 2021 | SUNSHINE BIOPHARMA, INC. |
| | (Registrant) |
| | |
| | By: s/ Dr. Steve N. Slilaty |
| | Dr. Steve N. Slilaty, Chief Executive Officer |
