The ATM is structured as a continuous, uncommitted offering rather than a single priced block trade. Aegis is not required to sell any specific number or dollar amount of shares and will act on a commercially reasonable efforts basis; the company is not obligated to sell, and Aegis is not obligated to buy or sell, any shares. Sales may be made directly on or through Nasdaq or any other existing trading market for the stock, with the company delivering placement notices to Aegis specifying the number of shares, timing, and any minimum sale price for each tranche. Because there is no minimum offering amount, the prospectus supplement states the actual total public offering amount, commissions, and net proceeds to the company could not be determined at the time of filing.
Aegis will receive a fixed cash commission equal to 3.0% of gross proceeds on each sale made under the agreement, plus reimbursement of certain expenses, and will be deemed an "underwriter" under the Securities Act with respect to that compensation. The prospectus supplement discloses that the last reported Nasdaq sale price of SBFM common stock on July 17, 2026 (the last trading day before the prospectus supplement date) was $1.80 per share; no separate per-share ATM pricing or discount to that price is specified, consistent with the program's at-the-market, variable-price structure. The stock had undergone a 10-for-1 reverse stock split effective June 1, 2026.
The company stated it intends to use net proceeds from the offering for general corporate purposes, including working capital, with no specific allocation (such as debt repayment or acquisition financing) identified; management was given broad discretion over use of proceeds. No greenshoe or over-allotment option applies, as is typical for ATM programs, and none is mentioned in the filings.
Sunshine Biopharma's Form 10-Q for the quarter ended June 30, 2026 (filed August 13, 2026) discloses, as a subsequent event, that from July 27, 2026 through August 12, 2026 -- roughly one week after signing through the quarter's filing date -- the company sold 1,430,521 shares of common stock under the ATM Offering and received $1,722,555 in net proceeds, equating to roughly $1.20 per share net of the 3.0% commission. The same disclosure notes that on August 3, 2026 the company's outstanding Series B Warrants were adjusted to 25,477,133 warrants with a $1.2202 exercise price as an anti-dilution consequence of the ATM share sales. As of August 13, 2026, the company had 3,877,337 shares of common stock issued and outstanding, which includes the ATM shares sold to that date; the 10-Q does not break out what percentage of shares outstanding the ATM sales alone represented, and no concurrent share repurchase program is disclosed.
On the legal side, Hart & Hart, LLC (Denver, Colorado) acted as counsel to the issuer on the validity of the shares, delivering an opinion dated July 20, 2026 and filed as Exhibit 5.1 to the Form 8-K, consenting also to its reference under "Legal Matters" in the prospectus supplement. The prospectus supplement additionally identifies Sichenzia Ross Ference Carmel LLP, New York, as issuer's counsel on U.S. federal securities and New York state law matters, and Kaufman & Canoles, P.C., Richmond, Virginia, as counsel to Aegis Capital Corp. (the sales agent) in connection with the offering. The consolidated financial statements incorporated by reference were audited by M&K CPAs, PLLC.
No closing 8-K, termination notice, or filing indicating the $4,000,000 ATM capacity has been fully utilized or the program has been terminated was identified. Given that active, ongoing sales under the program were confirmed as of the August 13, 2026 10-Q, the deal is best treated as an open, in-progress ATM program rather than a single dated closing; status is left as announced/ongoing pending any filing disclosing full utilization or termination of the Sales Agreement.