UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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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:
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).
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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 1.01 Entry into a Material Definitive Agreement
On February 24, 2023, Sunshine Biopharma, Inc. (the “Company”) entered into an Exclusive Patent License Agreement (the “License Agreement”) with Arizona Board of Regents on behalf of the University of Arizona (the “University”). Pursuant to the License Agreement, the University granted to the Company an exclusive worldwide license for the University of Arizona and University of Illinois Chicago technology pertaining to inhibitors of the PLpro protease of SARS-CoV-2, the coronavirus that causes COVID-19. The Company agreed to pay the University a royalty of 3% of net sales (as defined in the license agreement) and to pay the University 30% of any revenues received from sublicensees. The Company also agreed to make certain milestone payments. The License Agreement may be terminated by the University in the event the Company fails to achieve certain milestones.
The foregoing description of the license agreement is qualified by reference to the full text of the License Agreement which is filed as an exhibit to this report.
Item 7.01 Regulation FD Disclosure
A press release being issued by the Company following the filing of this report which announces the License Agreement between the Company and the University of Arizona is attached as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(b) Exhibits. The following exhibits are included in this report:
| No. | Description | |
| 10.1 | The License Agreement between the Company and the University of Arizona* | |
| 99.1 | Press Release announcing the License Agreement between the Company and the University of Arizona | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL) |
*Portions of this agreement have been omitted.
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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.
| Dated: February 28, 2023 | SUNSHINE BIOPHARMA, INC. |
| (Registrant) | |
| By: /s/ Dr. Steve N. Slilaty | |
| Dr. Steve N. Slilaty, Chief Executive Officer |
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