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):
June 17, 2020
SUNSHINE BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its
charter)
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Colorado
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000-52898
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20-5566275
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer ID No.)
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6500 Trans-Canada Highway
4th Floor
Pointe-Claire, Quebec, Canada H9R 0A5
(Address
of principal executive offices)
(514) 426-6161
(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))
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 Sales of Equity
Securities
On June
17, 2020, our Board of Directors authorized the issuance of Five
Hundred Thousand (500,000) shares of our Series “B”
Preferred Stock in favor of Dr. Steve N. Slilaty, our CEO and a
director, in consideration for his development of a new treatment
for Coronavirus infections, including COVID-19. The Series
“B” Preferred Stock is non-convertible, non-redeemable,
non-retractable and has a superior liquidation value of $0.10 per
share. Each share of Series “B” Preferred Stock is
entitled to 1,000 votes per share.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On June
17, 2020, pursuant to the affirmative vote of our Board of
Directors and shareholders who hold over a majority of our issued
and outstanding voting securities, we filed an amendment to our
Articles of Incorporation with the Secretary of State for the State
of Colorado, to eliminate the Series “A” Preferred
Shares consisting of Eight Hundred and Fifty Thousand (850,000)
shares, par value $0.10 per share, and the designation thereof,
such shares to be returned to the status of undesignated shares of
Preferred Stock. In addition, the Amendment also increased the
number of authorized Series “B” Preferred Shares from
500,000 to 1,000,000 shares.
A copy
of the filed Amendment to our Articles of Incorporation are
attached hereto as Exhibit 3.6 and incorporated herein as if set
forth.
Item 9.01. Financial Statements and
Exhibits.
(c)
Exhibits.
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Number
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Exhibit
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Amendment
to Articles of Incorporation eliminating Series “A”
Preferred Shares and increasing the number of authorized Series
“B” Preferred Shares.
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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.
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SUNSHINE
BIOPHARMA, INC.
(Registrant)
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Dated: June 24,
2020
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By:
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/s/ Dr. Steve N.
Slilaty
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Dr. Steve N.
Slilaty, Chief Executive Officer
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