false
0001402328
0001402328
2024-10-21
2024-10-21
0001402328
us-gaap:CommonStockMember
2024-10-21
2024-10-21
0001402328
SBFM:CommonStockPurchaseWarrantsMember
2024-10-21
2024-10-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
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): October 21, 2024
SUNSHINE
BIOPHARMA INC.
(Exact name of registrant as specified in its charter)
| Colorado |
001-41282 |
20-5566275 |
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer ID No.) |
333
Las Olas Way, CU4
Suite 433
Fort Lauderdale, FL 33301
(Address of principal executive offices) (zip
code)
(954) 330-0684
(Registrant’s telephone number, including area code)
_______________________________________________
(Former name or former address, if changed since
last report)
Securities
registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
| |
|
|
| Common Stock, par value $0.001 |
SBFM |
The Nasdaq
Stock Market LLC |
| Common Stock Purchase Warrants |
SBFMW |
The Nasdaq
Stock Market LLC |
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 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 21, 2024, Sunshine Biopharma Inc. (the
“Company”) entered into an amended employment agreement with Dr. Steve N. Slilaty, the Company’s chief executive officer.
Pursuant to the amended employment agreement, deemed effective January 1, 2024, Dr. Slilaty will continue to serve as the Company’s
chief executive officer, and will also serve as the chief executive officer of the Company’s wholly-owned subsidiary, Nora Pharma
Inc. (“Nora”). Dr. Slilaty will receive an annual base salary of $543,753 CAD, which will increase annually in the minimum
amount of 5% or the change in the US Consumer Price Index, whichever is higher. Dr. Slilaty will also be entitled to an annual bonus in
an amount to be determined by the Company’s board of directors. The agreement has an indefinite term. If the agreement is terminated
by the Company without cause, or by Dr. Slilaty for good reason (each as defined in the agreement), Dr. Slilaty will be entitled to a
severance payment of $14 million USD.
On October 21, 2024, the Company entered into an employment
agreement with Camille Sebaaly, the Company’s chief financial officer. Pursuant to the employment agreement, deemed effective January
1, 2024, Mr. Sebaaly will continue to serve as the Company’s chief financial officer and will also serve as secretary of Nora. Mr.
Sebaaly will receive an annual base salary of $411,000 CAD, which will increase annually in the minimum amount of 5% or the change in
the US Consumer Price Index, whichever is higher. Mr. Sebaaly will also be entitled to an annual bonus in an amount to be determined by
the Company’s board of directors. The agreement has an indefinite term. If the agreement is terminated by the Company without cause
(as defined in the agreement), Mr. Sebaaly will be entitled to a severance payment of $2 million CAD.
On October 21, 2024, the Company entered into an employment
agreement with Dr. Abderrazzak Merzouki, the Company’s chief operating officer. Pursuant to the employment agreement, deemed effective
January 1, 2024, Dr. Merzouki will continue to serve as the Company’s chief operating officer and will also serve as chief scientific
officer of Nora. Dr. Merzouki will receive an annual base salary of $328,800 CAD, which will increase annually in the minimum amount of
5% or the change in the US Consumer Price Index, whichever is higher. Dr. Merzouki will also be entitled to an annual bonus in an amount
to be determined by the Company’s board of directors. The agreement has an indefinite term. If the agreement is terminated by the
Company without cause (as defined in the agreement), Dr. Merzouki will be entitled to a severance payment of $2 million CAD.
The foregoing descriptions of the respective employment
agreements with Dr. Slilaty, Mr. Sebaaly, and Dr. Merzouki, are qualified by reference to the full text of such agreements, which are
filed as exhibits to this report.
Item 9.01
Financial Statements and Exhibits.
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: October 23, 2024 |
SUNSHINE BIOPHARMA INC. |
| |
|
| |
|
| |
By: /s/ Dr. Steve N. Slilaty |
| |
Dr. Steve N. Slilaty, Chief Executive Officer |
Exhibit 10.1
AMENDED EMPLOYMENT AGREEMENT
_____________________________________
THIS AGREEMENT
dated this 21st day of October, 2024, nun pro tunc January 1, 2024, is:
| BETWEEN: | SUNSHINE BIOPHARMA INC.,
a Colorado corporation having its principal place of business located at 333 Las Olas Way, CU4 Suite 433, Fort Lauderdale, FL 33301
(hereinafter referred to as the “COMPANY”); |
| AND: | Dr. Steve N. Slilaty, residing at 579 Rue Lajeunesse, Laval, Quebec, H7X 3K4, Canada (hereinafter
referred to as the “EMPLOYEE”); |
(The COMPANY and the EMPLOYEE are hereinafter
collectively referred to as the “PARTIES”)
WHEREAS, the COMPANY and EMPLOYEE have previously
entered into that certain Employment Agreement dated April 8, 2022 and now wish to amend said Agreement and replace the same in its entirety
with this Amended Employment Agreement (the “Agreement”);
WHEREAS, EMPLOYEE is currently the Chief Executive
Officer of both the COMPANY and Nora Pharma Inc.;
WHEREAS, the PARTIES wish to set out in writing
the terms and conditions of employment agreed to by the PARTIES with respect to the positions held by the EMPLOYEE;
WHEREAS, the PARTIES have the capacity to exercise
all rights required for the conclusion and performance of this Agreement;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
The COMPANY hereby agrees
to employ the EMPLOYEE as CEO of both Sunshine Biopharma Inc. and Nora Pharma Inc.
The EMPLOYEE will commence
work as of January 1, 2024 for an indefinite period of time.
The EMPLOYEE will devote
90% of his time for Nora Pharma Inc.’s affairs.
The EMPLOYEE will report
to the Board of Directors of both Sunshine Biopharma Inc. and Nora Pharma Inc.
The EMPLOYEE’s
normal work week is Monday to Friday.
| 1.3 | Main Duties and Responsibilities |
The duties and responsibilities
of the EMPLOYEE shall be as described in the Position Description attached hereto as Schedule A, which is non exhaustive and may be changed
by the COMPANY at any time.
The EMPLOYEE’s
place of work shall be located at 1565 Boulevard Lionel-Boulet, Varennes, Quebec, J3X 1P7, at the time of signing or at any other place
required for the operation of the COMPANY’s business and for the performance of the EMPLOYEE’s duties. The EMPLOYEE will be
required to travel regularly and for the majority of his time in the performance of his work with the COMPANY.
| 2. | COMPENSATION AND OTHER BENEFITS |
The annual base salary
(Base Salary) payable by the COMPANY to the EMPLOYEE is Five Hundred Forty-Three Thousand Seven Hundred Fifty-Three Dollars Canadian ($543,753
CAD) and is subject to applicable payroll deductions.
The Base Salary shall
be paid by the COMPANY to the EMPLOYEE in 26 equal installments by bank deposit every two weeks.
The Base Salary will
be reviewed annually by the COMPANY’s Compensation Committee and Board of Directors, to determine if Base Salary should be increased
in light of increase in cost of living. The minimum annual Base Salary increase shall be in accordance with the US Consumer Price Index
or 5%, whichever is higher, with the first annual increase to take effect as of January 1, 2025.
EMPLOYEE will be eligible
to participate in all of the COMPANY's benefit plans, including stock option plan, health benefits, life insurance, retirement plans,
as well as any other plan offered by the COMPANY.
EMPLOYEE will also be
eligible to receive an annualized bonus in an amount to be determined in the sole discretion of the COMPANY’s Board of Directors.
EMPLOYEE will be entitled
to reimbursement from the COMPANY for all reasonable and customary expenses incurred in performing services to the COMPANY under this
Agreement, including travel and entertainment expenses and other out-of-pocket expenses provided that EMPLOYEE shall submit receipts or
reasonable documentation with respect to such expenses.
The EMPLOYEE is entitled
to 4 weeks of paid vacation per year, which will be pro-rated for partial years of service. The reference period for vacation calculation
purposes is May 1st of each year to April 30th of the following year.
Vacations may be taken
at a time agreed upon with the COMPANY’s Board of Directors, taking into account operational requirements of the COMPANY and the
EMPLOYEE’s preferences.
| 3.1 | Exclusivity; No Conflict of Interest |
The EMPLOYEE undertakes
to devote all of his time and attention to the performance of his duties with the COMPANY. Therefore, while employed by the COMPANY, the
EMPLOYEE agrees not to engage in any other employment or in any commercial, professional or volunteer activity in any capacity, whether
paid or unpaid, unless prior written permission is obtained from the COMPANY.
In all circumstances,
the EMPLOYEE must avoid any situation that could be directly or indirectly interpreted as creating a conflict of interest, in particular
by accepting payment or any form of compensation from a third party in the course of his employment.
In consideration of
this Agreement and its use by the COMPANY, the EMPLOYEE agrees that all COMPANY technology, which includes all inventions, intellectual
property (including but not limited to patents, copyrights, trade secrets, industrial designs and trademarks), technologies, marketing
strategies, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases, computer programs,
formulas, modifications, improvements, processes, audio or visual works and other works or copyrights, whether recordable or not, which
the EMPLOYEE makes, discovers, designs, reduces to practice or develops (in whole or in part, alone or jointly with others) in the course
of performing employment duties with the COMPANY, or where such technology is based on or utilizes in any way confidential information
of the COMPANY or its affiliates, customers or partners, shall be owned exclusively by the COMPANY (“COMPANY Technology”).
Should the EMPLOYEE,
within two (2) years following the termination of the EMPLOYEE’s employment by the COMPANY, disclose to a third party any intellectual
property conceived or made by the EMPLOYEE or should a patent, copyright or trademark application be filed by the EMPLOYEE or on behalf
of the EMPLOYEE and if the intellectual property in question relates to the business of the COMPANY or the employment duties of the EMPLOYEE
hereunder, then the intellectual property shall be presumed to have been conceived or made by the EMPLOYEE during the period of EMPLOYEE’s
employment by the COMPANY and all of the EMPLOYEE’s rights, titles and interests therein shall be hereby assigned to the COMPANY.
During the EMPLOYEE’s
employment at the COMPANY, the EMPLOYEE agrees to promptly disclose in writing to the COMPANY any COMPANY Technology, including any and
all inventions, intellectual property (including, but not limited to, patent, copyright, trade secret, industrial design and trademark),
technologies, marketing strategies, go-to-market strategies, discoveries, designs, developments, methods, modifications, improvements,
processes, algorithms, databases, computer programs, formulae, audio or visual works and other works or authorship, whether or not registrable,
that the EMPLOYEE creates, makes, conceives or reduces to practice (alone, jointly with others or under his direction), in the course
of performing employment duties with the COMPANY, or where such technology is based upon or utilizes in any way confidential information
of the COMPANY or its affiliates, customers or partners.
The EMPLOYEE acknowledges
that the COMPANY is the exclusive owner of the COMPANY Technology. To confirm this ownership, and in consideration of this Agreement and
the terms of employment herein, the EMPLOYEE will assign and does hereby assign to the COMPANY his entire right, title and interest in
Canada and in all countries and territories worldwide and under any international conventions, in and to any and all COMPANY Technology,
as well as the EMPLOYEE’s entire right, title and interest in and to any applications for registration of the COMPANY Technology
which may be filed, including any and all divisional patent applications, continuations, continuations-in-part, and any and all patents
which may issue or re-issue, and all trademarks and trademark applications, copyrights and copyright applications, and other intellectual
property rights in all countries and territories worldwide and under any international conventions. The EMPLOYEE hereby waives, in consideration
of this Agreement and the terms of employment herein, as against the COMPANY, its successors, assigns and licensees, all moral rights
the EMPLOYEE may have or will acquire in respect of copyrightable works. The EMPLOYEE agrees to enforce the moral rights as against others
as directed by and at the cost of the COMPANY.
The EMPLOYEE agrees
not to make any claims against the COMPANY or any third party with respect to the COMPANY Technology, including claims relating to ownership,
consideration for obligations relating to the assignment and execution of documents described above, and validity, as applicable.
The EMPLOYEE will cooperate
with and assist the COMPANY, at the COMPANY’s expense, both during and after employment with the COMPANY, in obtaining, perfecting,
maintaining, protecting, and enforcing the COMPANY’s rights in the COMPANY Technology.
Finally, the EMPLOYEE
undertakes not to publish, distribute or otherwise make public any work, or participate directly or indirectly in the publication, distribution
or making public of any work, literary or otherwise, in any form whatsoever, relating to or concerning, either principally or incidentally,
the duties and responsibilities of the EMPLOYEE with the COMPANY or the operations of the COMPANY, unless the EMPLOYEE obtains the prior
and express written authorization of the COMPANY to do so.
This Section 3.2 shall
survive the termination of this Agreement.
| 3.3 | Compliance with Policies and Employee Handbook |
The EMPLOYEE agrees
to abide by the COMPANY’s policies, procedures and Employee Handbook, both present and future. A copy of the COMPANY's Employee
Handbook was provided to the EMPLOYEE at the time of signing this Agreement.
| 4. | TERMINATION OF EMPLOYMENT |
The EMPLOYEE may terminate
his employment at any time by giving at least ninety (90) days written notice to the COMPANY.
The COMPANY may terminate
the EMPLOYEE’s employment at any time without notice or compensation in lieu thereof, or any other payment, if the COMPANY has cause
for termination. Cause for termination includes, but is not limited to, gross misconduct, willful negligence in the performance of the
EMPLOYEE’s duties, fraud, theft or other dishonesty, gross insubordination, serious misuse of the organization's property or name,
a significant breach of the health and safety policy, physical violence or aggressive behaviour, harassment, discrediting the organization,
breach of confidentiality, indecent or immoral acts, deliberate damage to property, and similar matters, as adjudicated by a court of
law having competent jurisdiction.
In the event that the
COMPANY wishes to terminate the EMPLOYEE’s employment without cause, it may do so by giving the EMPLOYEE a severance payment of
$14 million USD cash plus the minimum notice of termination (or compensation in lieu thereof) to which the EMPLOYEE is entitled under
the Quebec Act Respecting Labour Standards, the Civil Code of Quebec or similar successor legislation, less deductions required by law,
in settlement of all claims or causes of action relating to the termination of the EMPLOYEE’s employment, so that no further notice
or payment or indemnity of any kind will be required.
EMPLOYEE’s employment
with the COMPANY may be terminated by the EMPLOYEE upon thirty (30) days prior written notice to the COMPANY for Valid Reason. In such
case, the COMPANY will be obligated to pay EMPLOYEE $14 million USD in cash. “Valid Reason” means a valid reason for the EMPLOYEE
to resign from employment upon the occurrence of any of the following events: (i) any material adverse change in the EMPLOYEE's job titles,
duties, responsibilities, perquisites granted hereunder, or authority without his consent; and (ii) a material breach of this Agreement
by the COMPANY, including without limitation, the failure to pay compensation or benefits when due or as specified hereunder.
In the event of EMPLOYEE’s
death or disability, the employment of the EMPLOYEE shall be terminated and the COMPANY shall pay the EMPLOYEE (or his estate or legal
representatives) $3 million USD in cash. In addition, the COMPANY shall reimburse any outstanding expenses of the EMPLOYEE in accordance
with the conditions set forth herein. All compensation issued to EMPLOYEE prior to such event shall be unaffected.
If any provision of
this Agreement is held to be invalid, void or unenforceable, then the remainder of this Agreement, or the application of such provision
to the PARTIES or to the circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby
and shall be enforced to the fullest extent permitted by law. The PARTIES agree to renegotiate any such invalid, void or unenforceable
provision in good faith in order to provide a reasonably acceptable alternative consistent with the basic purposes of this Agreement.
This Agreement contains
the complete understanding and agreement between the PARTIES with respect to the subject matter hereof, and supersedes all prior understandings
and agreements, written or oral, between the PARTIES relating to the subject matter hereof.
| 5.3 | Applicable Laws; Jurisdiction |
This Agreement shall
be governed by the laws in force in the Province of Quebec (Canada). The PARTIES hereby submit all matters related to this Agreement to
the non-exclusive jurisdiction of the courts of Quebec, district of Montreal.
This Agreement cannot
be assigned by the EMPLOYEE. The EMPLOYEE hereby agrees that the COMPANY may assign this agreement upon written notice to the EMPLOYEE.
| 5.5 | Independent Legal Advice |
The EMPLOYEE acknowledges
that he has had the opportunity to obtain independent legal advice before signing this Agreement and acknowledges that he fully understands
the nature of the agreement, which the EMPLOYEE is entering into voluntarily.
Any controversy or claim
based on, arising out of or relating to the interpretation and performance of this Agreement or any termination hereof shall be solely
and finally settled by arbitration under the rules of the American Arbitration Association, and judgment of the award rendered in the
arbitration may be entered in any court having jurisdiction thereof. Any such arbitration shall be in New York City, NY. A decision of
the arbitrator shall be final and binding upon the PARTIES and the arbitrator shall be authorized to apportion fees and expenses (including
counsel fees and expense) as the arbitrator shall deem appropriate.
| 5.7 | Contesting the Agreement / Confession of Judgment |
The COMPANY hereby waives
all claims it might have to contest the payments or other compensation obligations owed to the EMPLOYEE as set forth herein and hereby
waives any defense it may have regarding this issue and confesses to judgement in connection therewith.
Any notice to be given
hereunder shall be in writing and either delivered in person, by nationally recognized overnight courier, or by registered or certified
first-class mail, postage prepaid, addressed to such address of the PARTIES as set forth in the COMPANY’s SEC filings.
The section headings
in this Agreement are for convenience of reference only and shall not affect its interpretation.
This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original, by all which when together shall constitute one and the
same Agreement.
The COMPANY hereby indemnifies
and holds EMPLOYEE harmless against any and all losses, claims, suits, judgments, damages, liabilities, costs or expenses, including reasonable
legal fees and expenses, to which EMPLOYEE may become subject in connection with the good faith performance of EMPLOYEE’s responsibilities
under this Agreement. This provision will survive any termination of this Agreement.
The
PARTIES have expressly requested and required that this agreement and all other related documents be drawn up in the English language. Les
PARTIES conviennent et exigent expressément que ce contrat et tous les documents qui s’y rapportent soient rédigés
en anglais.
IN WITHNESS THEREOF, THE PARTIES HAVE SIGNED on
this 21st day of October 2024.
| THE COMPANY: SUNSHINE BIOPHARMA INC. |
|
THE EMPLOYEE |
| |
|
|
| |
|
|
| |
|
|
| Mr. Camille Sebaaly, CFO |
|
Dr. Steve N. Slilaty |
SCHEDULE A
JOB DESCRIPTION
EMPLOYEE’s title will be Chairman of the Board
of Directors, President and Chief Executive Officer of Sunshine Biopharma Inc. Also, EMPLOYEE will hold the title of Chairman of the Board
of Directors and Chief Executive Officer of Nora Pharma Inc. These positions will be located in Montreal and/or Varennes, Quebec, Canada
or such other location mutually agreed upon, in which case the COMPANY shall provide EMPLOYEE a full relocation package. EMPLOYEE will
report directly to the Board of Directors of Sunshine Biopharma Inc. and Nora Pharma Inc.
Exhibit 10.2
EMPLOYMENT AGREEMENT
_____________________________________
THIS AGREEMENT
dated this 21st day of October, 2024, nun pro tunc January 1, 2024, is:
| BETWEEN: | SUNSHINE BIOPHARMA INC.,
a Colorado corporation having its principal place of business located at 333 Las Olas Way, CU4 Suite 433, Fort Lauderdale, FL 33301
(hereinafter referred to as the “COMPANY”); |
| AND: | Mr. Camille Sebaaly, residing at 3040 Levesque West, Suite 506, Laval, Quebec, H7V 2G3, Canada
(hereinafter referred to as the “EMPLOYEE”); |
(The COMPANY and the EMPLOYEE are hereinafter
collectively referred to as the “PARTIES”)
WHEREAS the COMPANY has offered to employ the
EMPLOYEE as CFO of Sunshine Biopharma Inc. and Secretary of Nora Pharma Inc.;
WHEREAS the EMPLOYEE has accepted the COMPANY’s
offer;
WHEREAS the PARTIES wish to set out in writing
the terms and conditions of employment agreed to by the PARTIES with respect to the positions to be held by the EMPLOYEE;
WHEREAS the PARTIES have the capacity to exercise
all rights required for the conclusion and performance of this agreement;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
The COMPANY hereby agrees
to employ the EMPLOYEE as CFO of Sunshine Biopharma Inc. and Secretary of Nora Pharma Inc.
The EMPLOYEE will commence
work as of January 1, 2024 for an indefinite period of time.
The EMPLOYEE will devote
90% of his time for Nora Pharma Inc.’s affairs.
The EMPLOYEE will report
to Dr. Steve N. Slilaty, CEO of Sunshine Biopharma Inc. or to such other person as may be designated by the COMPANY from time to time.
The EMPLOYEE’s
normal work week is Monday to Friday.
| 1.3 | Main Duties and Responsibilities |
The duties and responsibilities
of the EMPLOYEE shall be as described in the Position Description attached hereto as Schedule A, which is non exhaustive and may be changed,
increased or decreased by the COMPANY at any time.
The EMPLOYEE’s
place of work shall be located at 1565 Boulevard Lionel-Boulet, Varennes, Quebec, J3X 1P7, at the time of signing or at any other place
required for the operation of the COMPANY’s business and for the performance of the EMPLOYEE’s duties. The EMPLOYEE will be
required to travel regularly and for the majority of his time in the performance of his work with the COMPANY.
| 2. | COMPENSATION AND OTHER BENEFITS |
The annual base salary
(Base Salary) payable by the COMPANY to the EMPLOYEE is Four Hundred Eleven Thousand Dollars Canadian ($411,000 CAD) and is subject to
applicable payroll deductions.
The Base Salary is paid
by the COMPANY to the EMPLOYEE in 26 equal installments by bank deposit every two weeks.
The Base Salary will
be reviewed annually by the COMPANY’s Board of Directors, to determine if Base Salary should be increased in light of increase in
cost of living. The minimum annual Base Salary increase shall be in accordance with the US Consumer Price Index or 5%, whichever is higher,
with the first annual increase to take effect as of January 1, 2025.
EMPLOYEE will be eligible
to participate in all of the COMPANY's benefit plans, including stock options, health benefits, life insurance, as well as any other retirement
plans offered by the Company.
EMPLOYEE will also be
eligible to receive an annualized bonus in an amount to be determined in the sole discretion of the COMPANY’s Board of Directors.
EMPLOYEE will be entitled
to reimbursement from the COMPANY for all reasonable and customary expenses incurred in performing services to the COMPANY under this
Agreement, including travel and entertainment expenses and other out-of-pocket expenses provided that EMPLOYEE shall submit receipts or
reasonable documentation with respect to such expenses.
The EMPLOYEE is entitled
to 3 weeks of paid vacation per year, which will be pro-rated for partial years of service. The reference period for vacation calculation
purposes is May 1st of each year to April 30th of the following year.
Vacations may be taken
at a time agreed upon with the EMPLOYEE’s supervisor, taking into account operational requirements and the EMPLOYEE’s preferences.
| 3.1 | Exclusivity; No Conflict of Interest |
The EMPLOYEE undertakes
to devote all of his time and attention to the performance of his duties with the COMPANY. Therefore, while employed by the COMPANY, the
EMPLOYEE agrees not to engage in any other employment or in any commercial, professional or volunteer activity in any capacity, whether
paid or unpaid, unless prior written permission is obtained from the COMPANY.
In all circumstances,
the EMPLOYEE must avoid any situation that could be directly or indirectly interpreted as creating a conflict of interest, in particular
by accepting payment or any form of compensation from a third party in the course of his employment.
In consideration of
this Agreement and its use by the COMPANY, the EMPLOYEE agrees that all COMPANY technology, which includes all inventions, intellectual
property (including but not limited to patents, copyrights, trade secrets, industrial designs and trademarks), technologies, marketing
strategies, marketing strategies, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases,
computer programs, formulas, modifications, improvements, processes, audio or visual works and other works or copyrights, whether recordable
or not, which the EMPLOYEE makes, discovers, designs, reduces to practice or develops (in whole or in part, alone or jointly with others)
in the course of performing employment duties with the COMPANY, or where such technology is based on or utilizes in any way confidential
information of the COMPANY or its affiliates, customers or partners, shall be owned exclusively by the COMPANY (“COMPANY Technology”).
Should the EMPLOYEE,
within two (2) years following the termination of the EMPLOYEE’s employment by the COMPANY, disclose to a third party any intellectual
property conceived or made by the EMPLOYEE or should a patent, copyright or trademark application be filed by the EMPLOYEE or on behalf
of the EMPLOYEE and if the intellectual property in question relates to the business of the COMPANY or the employment duties of the EMPLOYEE
hereunder, then the intellectual property shall be presumed to have been conceived or made by the EMPLOYEE during the period of EMPLOYEE’s
employment by the COMPANY and all of the EMPLOYEE’s rights, titles and interests therein shall be hereby assigned to the COMPANY.
During the EMPLOYEE’s
employment at the COMPANY, the EMPLOYEE agrees to promptly disclose in writing to the COMPANY any Company Technology, including any and
all inventions, intellectual property (including, but not limited to, patent, copyright, trade secret, industrial design and trademark),
technologies, marketing strategies, go-to-market strategies, discoveries, designs, developments, methods, modifications, improvements,
processes, algorithms, databases, computer programs, formulae, audio or visual works and other works or authorship, whether or not registrable,
that the EMPLOYEE creates, makes, conceives or reduces to practice (alone, jointly with others or under his or her direction), in the
course of performing employment duties with the COMPANY, or where such technology is based upon or utilizes in any way confidential information
of the COMPANY or its affiliates, customers or partners.
The EMPLOYEE acknowledges
that the COMPANY is the exclusive owner of the COMPANY Technology. To confirm this ownership, and in consideration of this agreement and
the terms of employment herein, the EMPLOYEE will assign and does hereby assign to the COMPANY his/her entire right, title and interest
in Canada and in all countries and territories worldwide and under any international conventions, in and to any and all COMPANY Technology,
as well as the EMPLOYEE’s entire right, title and interest in and to any applications for registration of the COMPANY Technology
which may be filed, including any and all divisional patent applications, continuations, continuations-in-part, and any and all patents
which may issue or re-issue, and all trademarks and trademark applications, copyrights and copyright applications, and other intellectual
property rights in all countries and territories worldwide and under any international conventions. The EMPLOYEE hereby waives, in consideration
of this agreement and the terms of employment herein, as against the COMPANY, its successors, assigns and licensees, all moral rights
the EMPLOYEE may have or will acquire in respect of copyrightable works. The EMPLOYEE agrees to enforce the moral rights as against others
as directed by and at the cost of the COMPANY.
The EMPLOYEE agrees
not to make any claims against the COMPANY or any third party with respect to the COMPANY Technology, including claims relating to ownership,
consideration for obligations relating to the assignment and execution of documents described above, and validity, as applicable.
The EMPLOYEE will cooperate
with and assist the COMPANY, at the COMPANY’s expense, both during and after employment with the COMPANY, in obtaining, perfecting,
maintaining, protecting, and enforcing the COMPANY’s rights in the COMPANY Technology.
Finally, the EMPLOYEE
undertakes not to publish, distribute or otherwise make public any work, or participate directly or indirectly in the publication, distribution
or making public of any work, literary or otherwise, in any form whatsoever, relating to or concerning, either principally or incidentally,
the duties and responsibilities of the EMPLOYEE with the COMPANY or the operations of the COMPANY, unless the EMPLOYEE obtains the prior
and express written authorization of the COMPANY to do so.
This Section 3.2 shall
survive the termination of this Agreement.
| 3.3 | Compliance with Policies and Employee Handbook |
The EMPLOYEE agrees
to abide by the COMPANY’s policies, procedures and Employee Handbook, both present and future. A copy of the COMPANY's Employee
Handbook was provided to the EMPLOYEE at the time of signing this agreement.
| 4. | TERMINATION OF EMPLOYMENT |
The EMPLOYEE may terminate
his employment at any time by giving at least two (2) weeks’ written notice to the COMPANY.
The COMPANY may terminate
the EMPLOYEE’s employment at any time without notice or compensation in lieu thereof, or any other payment, if the COMPANY has cause
for termination.
Cause for termination
includes, but is not limited to, gross misconduct, willful negligence in the performance of the EMPLOYEE’s duties, fraud, theft
or other dishonesty, gross insubordination, serious misuse of the organization's property or name, a significant breach of the health
and safety policy, physical violence or aggressive behaviour, harassment, discrediting the organization, breach of confidentiality, indecent
or immoral acts, deliberate damage to property, and similar matters, as adjudicated by a court of law having competent jurisdiction.
In the event that the
COMPANY wishes to terminate the EMPLOYEE’s employment without cause, it may do so by giving the EMPLOYEE a severance payment $2
million CAD cash plus the minimum notice of termination (or compensation in lieu thereof) to which the EMPLOYEE is entitled under the
Quebec Act Respecting Labour Standards, the Civil Code of Quebec or similar successor legislation, less deductions required by law, in
settlement of all claims or causes of action relating to the termination of the EMPLOYEE’s employment, so that no further notice
or payment or indemnity of any kind will be required.
If any provision of
this agreement is held to be invalid, void or unenforceable, then the remainder of this agreement, or the application of such provision
to the PARTIES or to the circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby
and shall be enforced to the fullest extent permitted by law. The PARTIES agree to renegotiate any such invalid, void or unenforceable
provision in good faith in order to provide a reasonably acceptable alternative consistent with the basic purposes of this agreement.
This agreement and the
Non-Disclosure, Non-Competition and Non-Solicitation Agreement appended as Schedule B hereto represent the entire agreement between the
PARTIES with respect to the employment of the EMPLOYEE by the COMPANY. No statement, representation, promise or condition not contained
in this agreement, including its schedules, can and shall be allowed to contradict, modify or affect in any way the terms of this agreement.
| 5.3 | Applicable Laws; Jurisdiction |
This contract is subject
to the laws in force in the province of Quebec. The parties hereto hereby submit all matters related to this Agreement to the non-exclusive
jurisdiction of the courts of Quebec, district of Montreal.
This agreement cannot
be assigned by the EMPLOYEE. The EMPLOYEE hereby agrees that the COMPANY may assign this agreement upon written notice to the EMPLOYEE.
| 5.5 | Independent Legal Advice |
The EMPLOYEE acknowledges
that he or she has had the opportunity to obtain independent legal advice before signing this agreement and acknowledges that he or she
fully understands the nature of the agreement, which the EMPLOYEE is entering into voluntarily.
The
PARTIES have expressly requested and required that this agreement and all other related documents be drawn up in the English language. Les
PARTIES conviennent et exigent expressément que ce contrat et tous les documents qui s’y rapportent soient rédigés
en anglais.
IN WITHNESS THEREOF, THE PARTIES HAVE SIGNED on
this 21st day of October 2024.
| THE COMPANY: SUNSHINE BIOPHARMA INC. |
|
THE EMPLOYEE |
| |
|
|
| |
|
|
| |
|
|
| Dr. Steve N. Slilaty, CEO |
|
Mr. Camille Sebaaly |
SCHEDULE A
JOB DESCRIPTION
Exhibit 10.3
EMPLOYMENT AGREEMENT
_____________________________________
THIS AGREEMENT
dated this 21st day of October, 2024, nun pro tunc January 1, 2024, is:
| BETWEEN: | SUNSHINE BIOPHARMA INC.,
a Colorado corporation having its principal place of business located at 333 Las Olas Way, CU4 Suite 433, Fort Lauderdale, FL 33301
(hereinafter referred to as the “COMPANY”); |
| AND: | Dr. Abderrazzak Merzouki, residing at 731 Place de l’Eeau Vive, Laval, Quebec, H7Y 2E1, Canada
(hereinafter referred to as the “EMPLOYEE”); |
(The COMPANY and the EMPLOYEE are hereinafter
collectively referred to as the “PARTIES”)
WHEREAS the COMPANY has offered to employ the
EMPLOYEE as COO of Sunshine Biopharma Inc. and CSO of Nora Pharma Inc.;
WHEREAS the EMPLOYEE has accepted the COMPANY’s
offer;
WHEREAS the PARTIES wish to set out in writing
the terms and conditions of employment agreed to by the PARTIES with respect to the positions to be held by the EMPLOYEE;
WHEREAS the PARTIES have the capacity to exercise
all rights required for the conclusion and performance of this agreement;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
The COMPANY hereby agrees
to employ the EMPLOYEE as COO of Sunshine Biopharma Inc. and CSO of Nora Pharma Inc.
The EMPLOYEE will commence
work as of January 1, 2024 for an indefinite period of time.
The EMPLOYEE will devote
90% of his time for Nora Pharma Inc.’s affairs.
The EMPLOYEE will report
to Dr. Steve N. Slilaty, CEO of Sunshine Biopharma Inc. or to such other person as may be designated by the COMPANY from time to time.
The EMPLOYEE’s
normal work week is Monday to Friday.
| 1.3 | Main Duties and Responsibilities |
The duties and responsibilities
of the EMPLOYEE shall be as described in the Position Description attached hereto as Schedule A, which is non exhaustive and may be changed,
increased or decreased by the COMPANY at any time.
The EMPLOYEE’s
place of work shall be located at 1565 Boulevard Lionel-Boulet, Varennes, Quebec, J3X 1P7, at the time of signing or at any other place
required for the operation of the COMPANY’s business and for the performance of the EMPLOYEE’s duties. The EMPLOYEE will be
required to travel regularly and for the majority of his time in the performance of his work with the COMPANY.
| 2. | COMPENSATION AND OTHER BENEFITS |
The annual base salary
(Base Salary) payable by the COMPANY to the EMPLOYEE is Three Hundred Twenty Eight Thousand Eight Hundred Dollars Canadian ($328,800 CAD)
and is subject to applicable payroll deductions.
The Base Salary is paid
by the COMPANY to the EMPLOYEE in 26 equal installments by bank deposit every two weeks.
The Base Salary will
be reviewed annually by the COMPANY’s Board of Directors, to determine if Base Salary should be increased in light of increase in
cost of living. The minimum annual Base Salary increase shall be in accordance with the US Consumer Price Index or 5%, whichever is higher,
with the first annual increase to take effect as of January 1, 2025.
EMPLOYEE will be eligible
to participate in all of the COMPANY's benefit plans, including stock options, health benefits, life insurance, as well as any other retirement
plans offered by the Company.
EMPLOYEE will also be
eligible to receive an annualized bonus in an amount to be determined in the sole discretion of the COMPANY’s Board of Directors.
EMPLOYEE will be entitled
to reimbursement from the COMPANY for all reasonable and customary expenses incurred in performing services to the COMPANY under this
Agreement, including travel and entertainment expenses and other out-of-pocket expenses provided that EMPLOYEE shall submit receipts or
reasonable documentation with respect to such expenses.
The EMPLOYEE is entitled
to 3 weeks of paid vacation per year, which will be pro-rated for partial years of service. The reference period for vacation calculation
purposes is May 1st of each year to April 30th of the following year.
Vacations may be taken
at a time agreed upon with the EMPLOYEE’s supervisor, taking into account operational requirements and the EMPLOYEE’s preferences.
| 3.1 | Exclusivity; No Conflict of Interest |
The EMPLOYEE undertakes
to devote all of his time and attention to the performance of his duties with the COMPANY. Therefore, while employed by the COMPANY, the
EMPLOYEE agrees not to engage in any other employment or in any commercial, professional or volunteer activity in any capacity, whether
paid or unpaid, unless prior written permission is obtained from the COMPANY.
In all circumstances,
the EMPLOYEE must avoid any situation that could be directly or indirectly interpreted as creating a conflict of interest, in particular
by accepting payment or any form of compensation from a third party in the course of his employment.
In consideration of
this Agreement and its use by the COMPANY, the EMPLOYEE agrees that all COMPANY technology, which includes all inventions, intellectual
property (including but not limited to patents, copyrights, trade secrets, industrial designs and trademarks), technologies, marketing
strategies, marketing strategies, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases,
computer programs, formulas, modifications, improvements, processes, audio or visual works and other works or copyrights, whether recordable
or not, which the EMPLOYEE makes, discovers, designs, reduces to practice or develops (in whole or in part, alone or jointly with others)
in the course of performing employment duties with the COMPANY, or where such technology is based on or utilizes in any way confidential
information of the COMPANY or its affiliates, customers or partners, shall be owned exclusively by the COMPANY (“COMPANY Technology”).
Should the EMPLOYEE,
within two (2) years following the termination of the EMPLOYEE’s employment by the COMPANY, disclose to a third party any intellectual
property conceived or made by the EMPLOYEE or should a patent, copyright or trademark application be filed by the EMPLOYEE or on behalf
of the EMPLOYEE and if the intellectual property in question relates to the business of the COMPANY or the employment duties of the EMPLOYEE
hereunder, then the intellectual property shall be presumed to have been conceived or made by the EMPLOYEE during the period of EMPLOYEE’s
employment by the COMPANY and all of the EMPLOYEE’s rights, titles and interests therein shall be hereby assigned to the COMPANY.
During the EMPLOYEE’s
employment at the COMPANY, the EMPLOYEE agrees to promptly disclose in writing to the COMPANY any Company Technology, including any and
all inventions, intellectual property (including, but not limited to, patent, copyright, trade secret, industrial design and trademark),
technologies, marketing strategies, go-to-market strategies, discoveries, designs, developments, methods, modifications, improvements,
processes, algorithms, databases, computer programs, formulae, audio or visual works and other works or authorship, whether or not registrable,
that the EMPLOYEE creates, makes, conceives or reduces to practice (alone, jointly with others or under his or her direction), in the
course of performing employment duties with the COMPANY, or where such technology is based upon or utilizes in any way confidential information
of the COMPANY or its affiliates, customers or partners.
The EMPLOYEE acknowledges
that the COMPANY is the exclusive owner of the COMPANY Technology. To confirm this ownership, and in consideration of this agreement and
the terms of employment herein, the EMPLOYEE will assign and does hereby assign to the COMPANY his/her entire right, title and interest
in Canada and in all countries and territories worldwide and under any international conventions, in and to any and all COMPANY Technology,
as well as the EMPLOYEE’s entire right, title and interest in and to any applications for registration of the COMPANY Technology
which may be filed, including any and all divisional patent applications, continuations, continuations-in-part, and any and all patents
which may issue or re-issue, and all trademarks and trademark applications, copyrights and copyright applications, and other intellectual
property rights in all countries and territories worldwide and under any international conventions. The EMPLOYEE hereby waives, in consideration
of this agreement and the terms of employment herein, as against the COMPANY, its successors, assigns and licensees, all moral rights
the EMPLOYEE may have or will acquire in respect of copyrightable works. The EMPLOYEE agrees to enforce the moral rights as against others
as directed by and at the cost of the COMPANY.
The EMPLOYEE agrees
not to make any claims against the COMPANY or any third party with respect to the COMPANY Technology, including claims relating to ownership,
consideration for obligations relating to the assignment and execution of documents described above, and validity, as applicable.
The EMPLOYEE will cooperate
with and assist the COMPANY, at the COMPANY’s expense, both during and after employment with the COMPANY, in obtaining, perfecting,
maintaining, protecting, and enforcing the COMPANY’s rights in the COMPANY Technology.
Finally, the EMPLOYEE
undertakes not to publish, distribute or otherwise make public any work, or participate directly or indirectly in the publication, distribution
or making public of any work, literary or otherwise, in any form whatsoever, relating to or concerning, either principally or incidentally,
the duties and responsibilities of the EMPLOYEE with the COMPANY or the operations of the COMPANY, unless the EMPLOYEE obtains the prior
and express written authorization of the COMPANY to do so.
This Section 3.2 shall
survive the termination of this Agreement.
| 3.3 | Compliance with Policies and Employee Handbook |
The EMPLOYEE agrees
to abide by the COMPANY’s policies, procedures and Employee Handbook, both present and future. A copy of the COMPANY's Employee
Handbook was provided to the EMPLOYEE at the time of signing this agreement.
| 4. | TERMINATION OF EMPLOYMENT |
The EMPLOYEE may terminate
his employment at any time by giving at least two (2) weeks’ written notice to the COMPANY.
The COMPANY may terminate
the EMPLOYEE’s employment at any time without notice or compensation in lieu thereof, or any other payment, if the COMPANY has cause
for termination.
Cause for termination
includes, but is not limited to, gross misconduct, willful negligence in the performance of the EMPLOYEE’s duties, fraud, theft
or other dishonesty, gross insubordination, serious misuse of the organization's property or name, a significant breach of the health
and safety policy, physical violence or aggressive behaviour, harassment, discrediting the organization, breach of confidentiality, indecent
or immoral acts, deliberate damage to property, and similar matters, as adjudicated by a court of law having competent jurisdiction.
In the event that the
COMPANY wishes to terminate the EMPLOYEE’s employment without cause, it may do so by giving the EMPLOYEE a severance payment $2
million CAD cash plus the minimum notice of termination (or compensation in lieu thereof) to which the EMPLOYEE is entitled under the
Quebec Act Respecting Labour Standards, the Civil Code of Quebec or similar successor legislation, less deductions required by law, in
settlement of all claims or causes of action relating to the termination of the EMPLOYEE’s employment, so that no further notice
or payment or indemnity of any kind will be required.
If any provision of
this agreement is held to be invalid, void or unenforceable, then the remainder of this agreement, or the application of such provision
to the PARTIES or to the circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby
and shall be enforced to the fullest extent permitted by law. The PARTIES agree to renegotiate any such invalid, void or unenforceable
provision in good faith in order to provide a reasonably acceptable alternative consistent with the basic purposes of this agreement.
This agreement and the
Non-Disclosure, Non-Competition and Non-Solicitation Agreement appended as Schedule B hereto represent the entire agreement between the
PARTIES with respect to the employment of the EMPLOYEE by the COMPANY. No statement, representation, promise or condition not contained
in this agreement, including its schedules, can and shall be allowed to contradict, modify or affect in any way the terms of this agreement.
| 5.3 | Applicable Laws; Jurisdiction |
This contract is subject
to the laws in force in the province of Quebec. The parties hereto hereby submit all matters related to this Agreement to the non-exclusive
jurisdiction of the courts of Quebec, district of Montreal.
This agreement cannot
be assigned by the EMPLOYEE. The EMPLOYEE hereby agrees that the COMPANY may assign this agreement upon written notice to the EMPLOYEE.
| 5.5 | Independent Legal Advice |
The EMPLOYEE acknowledges
that he or she has had the opportunity to obtain independent legal advice before signing this agreement and acknowledges that he or she
fully understands the nature of the agreement, which the EMPLOYEE is entering into voluntarily.
The
PARTIES have expressly requested and required that this agreement and all other related documents be drawn up in the English language. Les
PARTIES conviennent et exigent expressément que ce contrat et tous les documents qui s’y rapportent soient rédigés
en anglais.
IN WITNESS THEREOF, THE PARTIES HAVE SIGNED on
this 21st day of October 2024.
| THE COMPANY: SUNSHINE BIOPHARMA INC. |
|
THE EMPLOYEE |
| |
|
|
| |
|
|
| |
|
|
| Dr. Steve N. Slilaty, CEO |
|
Dr. Abderrazzak Merzouki |
SCHEDULE A
JOB DESCRIPTION
v3.24.3
Cover
|
Oct. 21, 2024 |
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Oct. 21, 2024
|
| Entity File Number |
001-41282
|
| Entity Registrant Name |
SUNSHINE
BIOPHARMA INC.
|
| Entity Central Index Key |
0001402328
|
| Entity Tax Identification Number |
20-5566275
|
| Entity Incorporation, State or Country Code |
CO
|
| Entity Address, Address Line One |
333
Las Olas Way,
|
| Entity Address, Address Line Two |
CU4
Suite 433
|
| Entity Address, City or Town |
Fort Lauderdale
|
| Entity Address, State or Province |
FL
|
| Entity Address, Postal Zip Code |
33301
|
| City Area Code |
(954)
|
| Local Phone Number |
330-0684
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Entity Emerging Growth Company |
false
|
| Common Stock [Member] |
|
| Title of 12(b) Security |
Common Stock, par value $0.001
|
| Trading Symbol |
SBFM
|
| Security Exchange Name |
NASDAQ
|
| Common Stock Purchase Warrants [Member] |
|
| Title of 12(b) Security |
Common Stock Purchase Warrants
|
| Trading Symbol |
SBFMW
|
| Security Exchange Name |
NASDAQ
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=SBFM_CommonStockPurchaseWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
Sunshine Biopharma (NASDAQ:SBFMW)
Historical Stock Chart
From Nov 2024 to Dec 2024
Sunshine Biopharma (NASDAQ:SBFMW)
Historical Stock Chart
From Dec 2023 to Dec 2024
