Sunshine Biopharma美股招股说明书(2026-07-20版)

PROSPECTUS SUPPLEMENT(To Prospectus dated January 15, 2025) We have entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp. (“Aegis” orthe “Sales Agent”), relating to the sale of shares of our common stock, par value $0.001 per share, offered by this prospectussupplement. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having anaggregate offering price of up to $4,000,000 from time to time through or to the Sales Agent, as our exclusive sales agent. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made intransactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the“Securities Act”). The Sales Agent is not required to sell any specific number or dollar amount of shares, but will act as sales agent ona commercially reasonable efforts basis consistent with its normal trading and sales practices. There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement. We will pay the Sales Agent a fixed cash commission equal to 3.0% of the gross proceeds from each sale of common stock issuedby us and sold through them as our Sales Agent under the Sales Agreement. In connection with the sale of our common stock on ourbehalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation to theSales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act. Investing in our common stock involves risks. See “Risk Factors” on page S-4 of this prospectus supplement and on page 3of the accompanying prospectus concerning factors you should consider before investing in our common stock. Our common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “SBFM.” On July 17, 2026, the lastreported sale price of our common stock on Nasdaq was $1.80 per share. As of the date of this prospectus supplement, the aggregatemarket value of our outstanding common stock held by non-affiliates was approximately $12,272,115, which was calculated based on2,378,317 shares of outstanding common stock held by non-affiliates multiplied by a price per share of $5.16, the closing price of ourcommon stock on May 21, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell the shelf securities in apublic primary offering with a value exceeding more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period immediately prior to the date of any such offering, so long as the aggregate market value of ouroutstanding common stock held by non-affiliates remains below $75 million. During the 12 calendar months prior to and including thedate of this prospectus supplement, we have not offered or sold any securities pursuant to General Instruction I.B.6 of Form S-3. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary isa criminal offense. Aegis Capital Corp. The date of this prospectus supplement is July 20, 2026. TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-3RISK FACTORSS-4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-6PLAN OF DISTRIBUTIONS-7LEGAL MATTERSS-9EXPERTSS-9WHERE YOU CAN FIND MORE INFORMATIONS-9INCORPORATION OF DOCUMENTS BY REFERENCES-10 Prospectus Page ABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2ABOUT SUNSHINE BIOPHARMA INC.3RISK FACTORS3USE OF PROCEEDS3DESCRIPTION OF COMMON STOCK4DESCRIPTION OF PREFERRED STOCK5DESCRIPTION OF WARRANTS7DESCRIPTION OF RIGHTS9DESCRIPTION OF UNITS10PLAN OF DISTRIBUTION11AUDITED FINANCIAL STATEMENTSF-1LEGAL MATTERS13EXPERTS13WHERE YOU CAN FIND MORE INFORMATION13INFORMATION INCORPORATED BY REFERENCE14 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the sale of shares of our common stock registered for saleunder our Registration Statement on Form S-3 (File No. 333-284142), which the Securities and Exchange Commission (the“Commission” or the “SEC”) declared effective on January 15, 2025. This document is in two parts. The first part is this prospectussupplement, which describes the specific terms of this common stock offering and also adds to and updates information contained inthe accompanying prospectus and the documents incorporated by reference herein and therein. The second part, the accompanyingprospectus, provides more general information. Generally, when we