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 21, 2011

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.)

2015 Peel Street
5 th Floor
Montreal, Quebec, Canada H3A 1T8
 (Address of principal executive offices)


( 514) 764-9698
(Issuer's Telephone Number)

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))
 
 

 
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Item 1.01 Entry into a Material Definitive Agreement.

Effective December 21, 2011, we executed an amendment to the exclusive License Agreement (the “Amendment”), that we previously entered into with Advanomics Corporation (“Advanomics”).  This Amendment (“Amendment 2”) waives a condition of termination and revises the consideration payable to Advanomics.  The original License Agreement required us to exercise an option to purchase shares in Advanomics for aggregate consideration of $9,700,000.00 ($5.00 per share).  This obligation was waived and replaced with an annual licensing fee of $360,000.00 and reimbursement of research and development expenses incurred by Advanomics in connection with the Licensed Material as defined in the original License Agreement. The original License Agreement also provided Advanomics with a right to terminate the License Agreement if we failed to exercise options to purchase Advanomics common stock.  The Amendment eliminates this right to terminate.

8.01  Other Events

Effective December 21, 2011, Advanomics elected to convert 850,000 shares of Series A Convertible Preferred Stock into 17,000,000 shares of our Common Stock.  Upon information and belief, Advanomics intends to distribute these shares to its shareholders on a pro rata basis.

Item 9.01  Financial Statements and Exhibits

(b) Exhibits.  The following exhibits are included in this report:

No.             Description

10.4            Amendment 2 to License Agreement with Advanomics Corporation


 
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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.
 
  SUNSHINE BIOPHARMA, INC.  
       
Dated:  December 23, 2011  
By:
/s/ Dr. Steve Slilaty  
    Dr. Steve N. Slilaty  
    Chief Executive Officer  
       

                                                                                   
 
      
 
 
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AMENDMENT 2 TO EXCLUSIVE LICENSE AGREEMENT


THIS AMENDMENT 2 TO EXCLUSIVE LICENSE AGREEMENT (the “Amendment”) is made this 21 st day of December 2011, by and between Advanomics Corporation, a Canadian corporation (the “Licensor”), with its principal place of business at 579 rue Lajeunesse, Laval, Quebec, Canada, H7X 3K4, and Sunshine Biopharma, Inc., a Colorado corporation (“the Licensee”), with its principal place of business at 2015 Peel Street, 5th Floor, Montreal, Quebec H3A 1T8, who hereby agree as follows:

RECITALS:

WHEREAS, the parties hereto have previously entered into that certain Exclusive License Agreement dated August 20, 2009 (the “License Agreement”), wherein Licensor provided Licensee an exclusive license to the oncology drug, Adva-27a (Difluoro-Etoposide tm ) as well as the Adva-27a development through clinical trials (the “Licensed Materials”); and

WHEREAS, the parties hereto hereby wish to amend the License Agreement as indicated herein.

NOW, THEREFORE, in exchange for good and valuable consideration, the sufficiency of which is acknowledged, the parties hereto hereby agree to amend the License Agreement as follows:

ARTICLE II
Term and Termination of License

Section 2.4.4 is hereby deleted in its entirety.

ARTICLE III
Consideration for License

ARTICLE III is hereby amended to replace Section 3.1(d) and add Section 3.1(e), which shall henceforth read as follows:

“3.1            Consideration for License .  In consideration for the granting of the exclusive License herein, Licensee hereby agrees to:

(d)           Pay Licensor (or its assigns) an annual license fee of $360,000.00 US on or before December 31 of each calendar year starting with the year 2012; and

(e)           Reimburse Licensor (or its assigns) all of the research and development expenses (including clinical trials expenses) which the licensor incurs in connection with the Licensed Materials.  Such reimbursements to the Licensor shall be made by the Licensee within ten (10) days of receipt of relevant invoices by the Licensee.”

The balance of the License Agreement, as amended to date, shall remain in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this amendment to the License Agreement effective as of the date first written above.                                                                                 
                                              
LICENSOR:    LICENSEE:  
       
ADVANOMICS CORPORATION   SUNSHINE BIOPHARMA, INC.  
           
           
By: 
/s/Steve N. Slilaty
  By:
/s/ Camille Sebaaly
 
 
Steve N. Slilaty, President 
   
Camille Sebaaly, CFO