Sunshine Biopharma Inc. Schedule 13G: Reporting persons led by Michael Bigger reported beneficial ownership of 805,000 shares of Common Stock, equal to 4.73% of 17,005,945 shares outstanding as of the issuer prospectus. The filing states the Reporting Persons sold all their Common Stock as of May 19, 2026.
The filing also lists warrants (Pre-Funded, Series B, Series C) that were subject to 4.99% beneficial ownership limitations and were excluded from the reported beneficial ownership counts.
Positive
None.
Negative
None.
Insights
Reporting group reduced below 5% after sales; warrants excluded under ownership caps.
The filing shows a combined beneficial position of 805,000 shares (4.73% of 17,005,945 outstanding) attributable to the reporting entities as of May 18, 2025. Several warrant tranches are noted but explicitly excluded because each was subject to a 4.99% beneficial ownership limitation.
Per the excerpt, the Reporting Persons "sold all of the Common Stock" they held as of May 19, 2026
Position size and timing are disclosed; sale reduced potential regulatory overhang from warrants.
The group held 805,000 shares and Mr. Bigger was attributable to approximately 9.47% before the June 2026 sale disclosure. The excerpt identifies 195,000, 1,816,968, and 2,000,000 shares issuable upon warrants, each with a 4.99% limitation that excluded them from the beneficial ownership total.
Cash-flow treatment and sale mechanics are not described in the excerpt; timing and counterparties are not provided here.
Key Figures
Beneficial ownership:805,000 sharesShares outstanding:17,005,945 sharesReported ownership percent:4.73%+5 more
8 metrics
Beneficial ownership805,000 sharesAs of May 18, 2025
Shares outstanding17,005,945 sharesImmediately after the offering per prospectus
Mr. Bigger attributable percent9.47%Aggregate attributable holdings as stated
Pre-Funded Warrants195,000 shares issuableExcluded due to 4.99% beneficial ownership limitation
Series B Warrants1,816,968 shares issuableExcluded due to 4.99% beneficial ownership limitation
Series C Warrants2,000,000 shares issuableExcluded due to 4.99% beneficial ownership limitation
Post-sale ownership status0 sharesReporting Persons sold all Common Stock as of May 19, 2026
Key Terms
Pre-Funded Warrants, Series B Warrants, beneficial ownership limitation, Schedule 13G
4 terms
Pre-Funded Warrantsfinancial
"195,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Series B Warrantsfinancial
"1,816,968 shares of Common Stock issuable upon exercise of Series B Warrants"
Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.
beneficial ownership limitationregulatory
"subject to a 4.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Schedule 13Gregulatory
"Item 1. Name of issuer: Sunshine Biopharma Inc."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Sunshine Biopharma Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
867781700
(CUSIP Number)
05/18/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
867781700
1
Names of Reporting Persons
BIGGER CAPITAL FUND L P
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
805,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
805,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
805,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.73 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
867781700
1
Names of Reporting Persons
Bigger Capital Fund GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
805,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
805,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
805,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.73 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
867781700
1
Names of Reporting Persons
District 2 Capital Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
805,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
805,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
805,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.73 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
867781700
1
Names of Reporting Persons
District 2 Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
805,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
805,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
805,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.73 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
867781700
1
Names of Reporting Persons
District 2 GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
805,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
805,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
805,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.73 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
867781700
1
Names of Reporting Persons
District 2 Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
805,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
805,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
805,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.73 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
867781700
1
Names of Reporting Persons
Bigger Michael
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,610,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,610,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,610,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.47 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sunshine Biopharma Inc.
(b)
Address of issuer's principal executive offices:
333 Las Olas Way, CU4, Suite 433, Fort Lauderdale, FL 33301
Item 2.
(a)
Name of person filing:
Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
District 2 Capital Fund LP ("District 2 CF")
District 2 Capital LP ("District 2")
District 2 GP LLC ("District 2 GP")
District 2 Holdings LLC ("District 2 Holdings")
Michael Bigger
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
Bigger Capital Fund, LP
11700 West Charleston Blvd., #170-659
Las Vegas, NV 89135
Bigger Capital Fund GP, LLC
11700 West Charleston Blvd., #170-659
Las Vegas, NV 89135
District 2 Capital Fund LP
175 W. Carver Street
Huntington, NY 11743
District 2 Capital LP
175 W. Carver Street
Huntington, NY 11743
District 2 GP LLC
175 W. Carver Street
Huntington, NY 11743
District 2 Holdings LLC
175 W. Carver Street
Huntington, NY 11743
Michael Bigger
11700 West Charleston Blvd., #170-659
Las Vegas, NV 89135
(c)
Citizenship:
Bigger Capital Fund, LP
Delaware
Bigger Capital Fund GP, LLC
Delaware
District 2 Capital Fund LP
Delaware
District 2 Capital LP
Delaware
District 2 GP LLC
Delaware
District 2 Holdings LLC
Delaware
Michael Bigger
USA
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP Number(s):
867781700
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of May 18, 2025, Bigger Capital beneficially owned 805,000 shares of Common Stock.
The amount does not include: (i) 195,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 4.99% beneficial ownership limitation, (ii) 1,816,968 shares of Common Stock issuable upon exercise of Series B Warrants, which were subject to a 4.99% beneficial ownership limitation, and (iii) 2,000,000 shares of Common Stock issuable upon exercise of Series C Warrants, which were subject to a 4.99% beneficial ownership limitation, which are not included in the amount deemed to be beneficially owned by the Reporting Persons.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein.
As of May 18, 2025, District 2 CF beneficially owned 805,000 shares of Common Stock.
The amount does not include: (i) 195,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 4.99% beneficial ownership limitation, and (ii) 2,000,000 shares of Common Stock issuable upon exercise of Series C Warrants, which were subject to a 4.99% beneficial ownership limitation, which are not included in the amount deemed to be beneficially owned by the Reporting Persons.
District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF.
District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF.
District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF
Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the: (i) 805,000 shares of Common Stock beneficially owned by Bigger Capital, and (ii) 805,000 shares of Common Stock beneficially owned by District 2 CF. Does not include: (a) 195,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 4.99% beneficial ownership limitation owned by Bigger Capital, (b) 1,816,968 shares of Common Stock issuable upon exercise of Series B Warrants, which were subject to a 4.99% beneficial ownership limitation owned by Bigger Capital, (c) 2,000,000 shares of Common Stock issuable upon exercise of Series C Warrants, which were subject to a 4.99% beneficial ownership limitation owned by Bigger Capital, (d) 195,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 4.99% beneficial ownership limitation owned by District 2 CF, and (e) 2,000,000 shares of Common Stock issuable upon exercise of Series C Warrants, which were subject to a 4.99% beneficial ownership limitation owned by District 2 CF.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)
Percent of class:
The following percentages are based on 17,005,945 shares of Common Stock outstanding immediately after the offering based upon the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on May 19, 2026.
As of May 18, 2025, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own 4.73% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District Holdings may be deemed to beneficially own 4.73% of the outstanding shares of Common Stock, and (iii) Mr. Bigger may be deemed to beneficially own approximately 9.47% of the outstanding shares of Common Stock. Does not include: (a) 195,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 4.99% beneficial ownership limitation owned by Bigger Capital, (b) 1,816,968 shares of Common Stock issuable upon exercise of Series B Warrants, which were subject to a 4.99% beneficial ownership limitation owned by Bigger Capital, (c) 2,000,000 shares of Common Stock issuable upon exercise of Series C Warrants, which were subject to a 4.99% beneficial ownership limitation owned by Bigger Capital, (d) 195,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 4.99% beneficial ownership limitation owned by District 2 CF, and (e) 2,000,000 shares of Common Stock issuable upon exercise of Series C Warrants, which were subject to a 4.99% beneficial ownership limitation owned by District 2 CF.
Regarding Item 5 below, as of May 19, 2026, the Reporting Persons sold all of the Common Stock, including, all the Common Stock issuable upon the exercise of the Pre-Funded Warrants that they held and accordingly, the Reporting Persons as of May 19, 2026, are not the beneficial owners of at least 5.00% of the Issuer's Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BIGGER CAPITAL FUND L P
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member of Bigger Capital Fund GP, LLC, its general partner
Date:
05/21/2026
Bigger Capital Fund GP, LLC
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member
Date:
05/21/2026
District 2 Capital Fund LP
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member of District 2 GP LLC, its general partner
Who reported ownership of Sunshine Biopharma (SBFM)?
Bigger Capital Fund, LP and related entities, including Bigger Capital Fund GP, District 2 Capital Fund and Michael Bigger, reported beneficial ownership of Sunshine Biopharma common stock. The filing attributes shared holdings to the group and notes Mr. Bigger's managing-member roles.
How many Sunshine Biopharma shares did the reporting persons hold?
The Reporting Persons beneficially owned 805,000 shares of common stock as of May 18, 2025. That amount is presented in the filing and excludes certain warrant-issuable shares subject to ownership limits.
What percent of Sunshine Biopharma did 805,000 shares represent?
The filing states 805,000 shares represented 4.73% of the company's 17,005,945 shares outstanding immediately after the offering referenced in the prospectus. Mr. Bigger was attributable to approximately 9.47% before the reported sale.
Were warrants included in the reported beneficial ownership?
No. The filing excludes 195,000 Pre-Funded Warrants, 1,816,968 Series B Warrants and 2,000,000 Series C Warrants because each tranche was stated to be subject to a 4.99% beneficial ownership limitation.
