Exhibit 10.1


 


AEGIS CAPITAL CORP.


 


April 25, 2022


 


PERSONAL AND CONFIDENTIAL


 


Dr. Steve Slilaty, Chief Executive Officer


Sunshine
Biopharma, Inc.


6500 Trans-Canada Highway, 4th Floor


Pointe-Claire,
Québec, Canada 9R0A5


 


 


Re:SBFM
Private Placement


 


Dear Dr. Slilaty:


 


The purpose
of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will
act as the placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”)
by Sunshine Biopharma, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of units considered
at the market under Nasdaq listing rules, consisting of one (1) share of common stock and two warrants to purchase shares of common stock
exercisable at the unit offering price (the “Securities”). This engagement letter sets forth certain conditions
and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement
with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.


 


The terms of our agreement in principle are as follows:


 


1.                  
Engagement. The Company hereby engages Aegis, for the period beginning on the date
hereof and ending two (2) months thereafter or upon the completion of the Placement (the “Closing”), whichever
is sooner (the “Engagement Period”), to act as the Company’s exclusive placement agent and investment
banker in connection with the proposed Placement. During the Engagement Period or until the consummation of the Placement, and as long
as Aegis is proceeding in good faith with preparations for the Placement, the Company agrees not to solicit, negotiate with or enter into
any agreement with any other source of financing (whether equity, debt or otherwise), any underwriter, potential underwriter, placement
agent, financial advisor, investment banking firm or any other person or entity in connection with an offering of the Company’s
debt or equity securities or any other financing by the Company.


 


2.                  
The Placement. The Placement is expected to consist of a sale of approximately $15.0
to $20.0 million of the Company’s Securities. The pricing of the Placement will be mutually agreed upon by the Company and the
investors thereto. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional
customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by the
Nasdaq Stock Exchange (“Exchange”) of the Securities to be issued, and the execution of definitive transaction
documents between the Company and investors in connection with the Placement (the “Transaction Documents”).
The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject
of continuing negotiations among the Company, Aegis and investors.


 


3.                  
Placement Compensation. The placement agent commission will be 10.0% for the Placement
of any Securities sold at closing and 5.0% of the proceeds from the exercise of any warrants, payable on exercise, and a non-accountable
expense allowance equal to 2.0% of the Placement.


 


 


 


 






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4.                  
Registration Statement. To the extent the Company decides to proceed with the Placement,
the Company will, as soon as practicable after Closing of the Placement and not later than fifteen (15) days following closing of the
Placement, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement
on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities
Act”) and a prospectus included therein (the “Prospectus”) covering the resale of the Securities
offered and sold in the Placement, which Registration Statement shall be declared effective no more than fifteen (15) days after filing
if it is not reviewed by the Commission or not more than forty-five (45) days after filing if it is reviewed by the Commission. The Registration
Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis,
counsel to Aegis and investors in the Placement. Other than any information provided by Aegis in writing specifically for inclusion in
the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and
Prospectus and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor
of the Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date
of each filing of the Registration Statement and any amendments or as of the date of effectiveness, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. If at any time prior to the completion of the resale of the Securities
by the investors an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an
untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, the Company will notify Aegis and the investors immediately of such event
and the Company shall prepare a supplement or amendment to the Registration Statement or Prospectus that corrects such statement or omission.


 


6.                  
Lock-Ups. The Transaction Documents will provide, among other items, that the Company's
directors, executive officers, employees and shareholders holding at least ten percent (10%) of the outstanding ordinary shares will enter
into customary "lock-up" agreements in favor of the underwriters for a period of one hundred eighty (180) days from the closing
date of the Placement; provided, however, that any sales by parties to the lock-ups shall be subject to the lock-up agreements and provided
further, that none of such shares shall be saleable in the public market until the expiration of the one hundred eighty (180) day period
described above.


 


7.                  
Company Standstill. The Transaction Documents will provide, among other items, that
the Company will agree, for a period of twenty-four (24) months from the closing date of the Placement, that without the prior written
consent of Aegis, it will not (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of the Company
or any securities convertible into or exercisable or exchangeable for equity of the Company; (b) file or caused to be filed any registration
statement with the Commission relating to the offering of any equity of the Company or any securities convertible into or exercisable
or exchangeable for equity of the Company; or (c) enter into any agreement or announce the intention to effect any of the actions described
in subsections (a) or (b) hereof (all of such matters, the “Standstill”). So long none of such equity securities
shall be saleable in the public market until the expiration of the twenty-four (24) month period described above, the following matters
shall not be prohibited by the Standstill: (i) the adoption of an equity incentive plan and the grant of awards or equity pursuant to
any equity incentive plan, and the filing of a registration statement on Form S-8 provided that the maximum number of shares of common
stock issuable under any such plan adopted after the date hereof will not exceed in the aggregate 15% of the number of outstanding shares
(on a fully diluted basis) as of the date hereof, (ii) securities issued or issuable upon the exercise or exchange of or conversion of
any securities exercisable or exchangeable for or convertible into Common Stock issued and outstanding on the date of (or issuable under)
this Agreement, the Securities Purchase Agreement dated March 10, 2022 or the underwriting agreement dated February 15, 2022, between
the Company and Aegis Capital Corp., provided that such securities have not been amended since the date of this Agreement to increase
the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities; and (iii) the
issuance of equity securities in connection with an acquisition or a strategic relationship, which may include the sale of equity securities.
In no event should any equity transaction during the Standstill period result in the sale of equity at an offering price to the public
less than that of the Offering referred herein.


 


 


 


 






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8.                  
Right of First Refusal. If, for the period beginning on the closing date of the Placement
and ending twenty-four (24) months after the closing date of the Placement, the Company or any of its subsidiaries (a) decides to finance
or refinance any indebtedness, Aegis (or any affiliate designated by Aegis) shall have the right to act as sole book runner, sole manager,
sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering
(including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities,
Aegis (or any affiliate designated by Aegis) shall have the right to act as sole book-running manager, sole underwriter or sole placement
agent for such financing. If Aegis or one of its affiliates decides to accept any such engagement, the agreement governing such engagement
(each, a “Subsequent Transaction Agreement”) will contain, among other things, provisions for customary fees for transactions
of similar size and nature, but in no event will the fees be less than those outlined herein, and the provisions of this Agreement, including
indemnification, which are appropriate to such a transaction. Notwithstanding the foregoing, the decision to accept the Company’s
engagement under this Section 8 shall be made by Aegis or one of its affiliates, by a written notice to the Company, within ten (10) days
of the receipt of the Company’s notification of its financing needs.


 


9.                  
Expenses. The Company will be responsible for and will pay all expenses relating to
the Placement, including, without limitation, (a) all filing fees and expenses relating to the registration of the Securities with the
Commission; (b) all FINRA filing fees; (c) all fees and expenses relating to the listing of the Company’s equity or equity-linked
securities on an Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under
the “blue sky” securities laws of such states and other jurisdictions as Aegis may reasonably designate (including, without
limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky”
counsel, which will be Aegis’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange
listing; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the
securities laws of such foreign jurisdictions as Aegis may reasonably designate; (f) the costs of all mailing and printing of the Placement
documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Aegis; (h) the fees and
expenses of the Company’s accountants; (i) such fees of legal counsel of the investors in the Placement as may be agreed between
the Company and such investors; and (j) $125,000 for fees and expenses including “road show”, diligence, and reasonable legal
fees and disbursements for Aegis’s counsel.


 


10.               
Survival. Except as provided in Paragraphs 3, 6, 10, 8, 12, 13, 14, 15, and 16 hereof
(which Paragraphs are intended to be legally binding and enforceable on and against the Company and Aegis) and the exclusivity
language in Section 1, this engagement letter is not intended to be a binding legal document nor a legal commitment on the part of Aegis
to provide any financing to the Company, as the agreement between the parties hereto on these matters will be embodied in the Transaction
Documents.


 


11.               
Termination. Notwithstanding anything to the contrary contained herein, the Company
agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution,
confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration
of this Agreement. During the engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in
coordination with Aegis, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the
Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Placement. Furthermore, the company
agrees that during Aegis’s engagement hereunder, all inquiries from prospective investors will be referred to Aegis.


 


12.               
Publicity. The Company agrees that it will not issue press releases or engage in any
other publicity, without Aegis’s prior written consent, commencing on the date hereof and continuing until the final closing of
the Placement.


 


 


 


 






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13.               
Information. During the Engagement Period or until the Closing, the Company agrees
to cooperate with Aegis and to furnish, or cause to be furnished, to Aegis, any and all information and data concerning the Company,
and the Placement that Aegis deems appropriate (the “Information”). The Company will provide Aegis reasonable
access during normal business hours from and after the date of execution of this engagement letter until the date of the Closing to all
of the Company’s assets, properties, books, contracts, commitments and records and to the Company’s officers, directors,
employees, appraisers, independent accountants, legal counsel and other consultants and advisors. Except as contemplated by the terms
hereof or as required by applicable law, Aegis will keep strictly confidential all non-public Information concerning the Company provided
to Aegis. No obligation of confidentiality will apply to Information that: (a) is in the public domain as of the date hereof or hereafter
enters the public domain without a breach by Aegis, (b) was known or became known by Aegis prior to the Company’s disclosure thereof
to Aegis as demonstrated by the existence of its written records, (c) becomes known to Aegis from a source other than the Company which
information is not provided by the breach of an obligation of confidentiality owed to the Company, (d) is disclosed by the Company to
a third party without restrictions on its disclosure or (e) is independently developed by Aegis as demonstrated by its written records.
For the avoidance of doubt, except as otherwise provided herein, all information which is not publicly available relating to the Company’s
proprietary technology is proprietary and confidential.


 


14.               
No Third Party Beneficiaries; No Fiduciary Obligations. This engagement letter does
not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto, except those entitled
hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that: (i) Aegis is not and shall not be
construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Company
or any other person by virtue of this engagement letter or the retention of Aegis hereunder, all of which are hereby expressly waived;
and (ii) Aegis is a full service securities firm engaged in a wide range of businesses and from time to time, in the ordinary course of
its business, Aegis or its affiliates may hold long or short positions and trade or otherwise effect transactions for its own account
or the account of its customers in debt or equity securities or loans of the companies which may be the subject of the transactions contemplated
by this Agreement. During the course of Aegis’s engagement with the Company, Aegis may have in its possession material, non-public
information regarding other companies that could potentially be relevant to the Company or the transactions contemplated herein but which
cannot be shared due to an obligation of confidence to such other companies.


 


15.               

Indemnification, Advancement & Contribution.




 


(a)               
Indemnification. The Company agrees to indemnify and hold harmless Aegis, its affiliates and each person controlling Aegis
(within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of Aegis, its affiliates
and each such controlling person (Aegis, and each such entity or person hereafter is referred to as an “Indemnified Person”)
from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the
Indemnified Persons) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they
are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified
Person is a party thereto, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained
in (A) the Registration Statement, Prospectus or any other transaction documents in connection with the Placement (as from time to time
each may be amended and supplemented), (B) any materials or information provided to investors by, or with the approval of, the Company
in connection with the marketing of the Placement, including any “road show” or investor presentations made to investors
by the Company (whether in person or electronically), or (C) any application or other document or written communication (collectively
called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction
in order to qualify the Securities under the securities laws thereof or to file for an exemption from such requirement or filed with
the Commission, any state securities commission or agency, any national securities exchange; or (ii) the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information
provided to the Company by Aegis in writing specifically for use in the Registration Statement, Prospectus or any other placement documents
with respect which or resulting from conduct by Aegis or another Indemnified Party, as to which Aegis shall indemnify and hold harmless
the Company, its officers, directors and controlling parties in the manner set forth in this Section 15. The Company also agrees to reimburse
and advance each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement
of his or its rights under this Section 15.


 


 


 


 






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(b)              
Procedure. Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect
to which indemnity may reasonably be expected to be sought under this Section 15, such Indemnified Person shall promptly notify the Company
in writing; provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation
or liability which the Company may have on account of this Section 15 or otherwise to such Indemnified Person. The Company shall, if requested
by Aegis, assume the defense of any such action (including the employment of counsel designated by Aegis and reasonably satisfactory to
the Company). Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed
promptly to assume the defense and employ separate counsel reasonably acceptable to Aegis for the benefit of Aegis and the other Indemnified
Persons or (ii) such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual or potential conflict
of interest that prevents (or makes it imprudent for) the counsel designated by and engaged by the Company for the purpose of representing
the Indemnified Person, to represent both such Indemnified Person and any other person represented or proposed to be represented by such
counsel, in which event the Company shall pay the reasonable fees and expenses of one counsel, plus local counsel, for all Indemnified
Parties, which counsel shall, if Aegis is a defendant, be designated by Aegis. The Company shall not be liable for any settlement of any
action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the
prior written consent of Aegis, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending
or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether
or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional
release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising out of such action for which indemnification
or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault, culpability or a failure
to act, by or on behalf of any Indemnified Person. The advancement, reimbursement, indemnification and contribution obligations of the
Company required hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as
every Liability and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Liability and Expense
as it is incurred (and in no event later than 30 days following the date of any invoice therefore).


 


(c)               
Contribution. In the event that a court of competent jurisdiction makes a finding, final beyond right of review, that indemnity
is unavailable to an Indemnified Person, the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified
Person in such proportion as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to Aegis and any
other Indemnified Person, on the other hand, of the matters contemplated by this Section 15 or (ii) if the allocation provided by the
immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company,
on the one hand, and Aegis and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities
or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less
than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in
excess of the amount of commissions and non-accountable expense allowance actually received by Aegis in the Placement. The relative fault
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information supplied by the Company on the one hand or Aegis on the other and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and Aegis agree that it would not be just and equitable if contributions pursuant to this subsection 15(c) were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above
in this subsection 15(c). For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to Aegis on the
other hand, of the matters contemplated by this Section 15 shall be deemed to be in the same proportion as: (a) the total value received
by the Company in the Placement, whether or not such Placement is consummated, bears to (b) the commissions paid to Aegis under this
Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities
Act shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.


 


 


 


 






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(d)              
Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified
Person pursuant to this engagement letter, the transactions contemplated thereby or any Indemnified Person’s actions or inactions
in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding
that Liabilities (and related Expenses) of the Company have resulted exclusively from such Indemnified Person’s gross negligence
or willful misconduct in connection with any such advice, actions, inactions or services.


 


16.               
Governing Law; Venue. This engagement letter will be deemed to have been made and
delivered in the State of New York, USA, and both the binding provisions of this engagement letter and the transactions contemplated
hereby will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State
of New York, without regard to the conflict of laws principles thereof. Each of Aegis and the Company: (i) agrees that any legal
suit, action or proceeding arising out of or relating to this engagement letter and/or the transactions contemplated hereby will be instituted
exclusively in the courts located in the City of New York, County of New York, State of New York (ii) waives any objection which it may
have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the courts
located in the City of New York, County of New York and State of New York, in any such suit, action or proceeding. Each of Aegis and
the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding
in such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address will be deemed
in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon Aegis
mailed by certified mail to Aegis’s address will be deemed in every respect effective service process upon Aegis, in any such suit,
action or proceeding. Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither Aegis
nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other
person, if any, controlling Aegis or any of its affiliates, will have any liability (whether direct or indirect, in contract or tort
or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability
for losses, claims, damages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad
faith or gross negligence of such individuals or entities. Aegis will act under this engagement letter as an independent contractor with
duties to the Company.


 


If you are
in agreement with the foregoing, please sign and return to us one copy of this engagement letter. This engagement letter may be executed
in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.


 


[Signature Page of SBFM Private Placement Letter of
Engagement Follows]


 


 


 


 


 


 


 


 


 


 






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Very truly yours,


 


Aegis Capital Corp.


 


By: /s/ Robert Eide                                  


Name: Robert Eide


Title:   Chief Executive Officer


 


 


 


AGREED AND ACCEPTED:


 


The foregoing
accurately sets forth our understanding and agreement with respect to the matters set forth herein.


 


Sunshine Biopharma, Inc.


 


By:
   /s/ Steven Slilaty                         


Name: Steven Slilaty


Title:   Chief Executive Officer


 


[Signature Page of SBFM Private Placement
Letter of Engagement]


 


 


 


 


 


 


 


 


 


 


 


 






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