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Sunshine Biopharma, Inc.

6500 Trans-Canada Highway, 4th Floor

Pointe-Claire, Quebec, Canada H9R 0A5

August 8, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Gary Newberry and Kevin Kuhar

  Re:
  Sunshine Biopharma, Inc.

  Form 10-K for
the Fiscal Year Ended December 31, 2022

  Filed April
4, 2023

  File No. 001-41282

Dear Mr. Newberry and Mr. Kuhar:

Please find below the response of Sunshine Biopharma,
Inc. (the “Company”, “we,” “us, or “our”), to the comments raised by the staff of the Securities
and Exchange Commission in its letter dated July 25, 2023 relating to the Company’s Form 10-K for the Fiscal Year Ended December
31, 2022 filed April 4, 2023.

For your convenience, the staff’s comment
has been restated and is followed by the Company’s response.

 1. Please revise future filings to include your accounting policy for the identification of operating
and reportable segments. To the extent that you have more than one reportable segment, provide the disclosures required by ASC 280-10-50-21
through 50-31. Further, provide the entity-wide disclosures required by ASC 280-10-50-38 through 50-41 and significant customers under
ASC 280-10-50-42 regardless of the number of reportable segments identified. If you determined you have more than one reportable segment,
provide the interim period information required by ASC 280-10-50-32 and 50-33 in your next Form 10-Q.

Response:

The Company will revise its future filings to
include its accounting policy for the identification of operating and reportable segments at the point in time when the Company has at
least two operating segments that are material in nature.

When the Company has more than one material reporting
segment, it will provide the disclosures required by ASC 280-10-50-21 through 50-31, ASC 280-10-50-38 through 50-41, significant customers
under ASC 280-10-50-42 as well as the interim period information required by ASC 280-10-50-32 and 50-33. See also response to Comment
3 below.

 2. Please revise future filings to provide a more fulsome discussion of your revenue recognition accounting
policy which addresses the five-step model of ASC 606. Expand your disclosure to fully address the requirements of ASC 606-10-50-1 through
50-3, 50-12 and 50-17 through 50-21.

Response:

The Company will revise its future filings to
provide a more fulsome discussion of its revenue recognition accounting policy which addresses the five-step model of ASC 606, and will
expand its disclosure to fully address the requirements of ASC 606-10-50-1 through 50-3, 50-12 and 50-17 through 50-21.

      1

 3. In this regard, please tell us why you have not provided disaggregated revenue
disclosure by nature of activity, region, product type or other relevant category under ASC 606-10- 50-5 and 55-89 through 55-91.

Response:

The Company has identified
two reportable segments:

 · Prescription Generic Pharmaceuticals (“Generic Pharmaceuticals”)

 · Nonprescription Over-The-Counter Products (“OTC Products)

During the period from
October 20, 2022 (date of acquisition of Nora Pharma Inc.) through December 31, 2022, 97.6% of the Company’s revenues were generated
from Generic Pharmaceuticals sales in Canada. Similarly, in Q1 and Q2 2023 Generic Pharmaceutical sales in Canada represented 97.0% and
97.3%, respectively (data shown below). Based on these results, management deemed OTC Products sales to be immaterial. Therefore, the
Company will not do segment reporting until the percentage of revenues generated by OTC Products is material to the Company.

    71 Days 2022
    Q1 2023
    Q2 2023

    Total Sales
    $ 4,345,603
    $ 4,894,053
    $ 5,560,865

    OTC Products sales
    $ 104,038
    $ 147,763
    $ 147,937

    OTC Products sales (%)
      2.4%
      3.0%
      2.7%

    Generic Pharmaceuticals sales in Canada (%)
      97.6%
      97.0%
      97.3%

The Q2 2023 numbers presented in the table
above are preliminary and will be in final form when the Company’s 10-Q for the period ended June 30, 2023 is filed.

 4. As a result of the acquisition of Nora Pharma Inc. we see that you recorded
goodwill of $18,326,719 and an intangible asset of $659,571. Please address the following:

 · Identify the intangible asset acquired and its amortization period.

 · Tell us why no other intangible assets were recognized in accordance with ASC 805- 20-25-10 and the
examples in ASC 805-20-55-11 through 55-45.

 · Describe to us the qualitative factors that make up the goodwill recognized, such as expected synergies
from the combined operations, intangibles asset that did not qualify for separate recognition or any other factors in consideration of
ASC 805-30-50-1a.

Response to First Bullet Point:

Intangible assets of $659,571
were per Nora Pharma’s audited financial statements as of June 30, 2022.

    Balance at December 31, 2021
    $ –

    Finite-lived assets (Licenses and Supply agreements)
      659,571

    Additional finite-lived assets (Licenses fees)
      168,438

    Balance at December 31, 2022
      828,009

    Less accumulated amortization
      (51,153 )

    Net finite-lived intangible assets at December 31, 2022
    $ 776,856

As of December 31,
2022, the amortization period of the Company’s intangible assets has been set at 5 years. As discussed elsewhere in our filings,
the Company’s intangible assets will be evaluated on an annual basis for possible impairment and adjustment to the amortization
period.

      2

As of December 31, 2022, estimated amortization expense of the
Company’s intangible assets for each of the next five years is as follows:

    2023
    $ 33,586

    2024
      45,761

    2025
      45,761

    2026
      44,585

    2027
      6,015

Response to Second Bullet Point:

No adjustment was made to Intangible Assets as
the entire amount of the Goodwill was impaired (please see response to Comment 5 below).

Response to Third Bullet Point:

The Company has been operating as a pharmaceutical
company focusing on oncology drug development since inception in 2009. Following its up-listing to Nasdaq together with three financing
events in 2022, the Company wished to become a more fully integrated pharmaceutical company by selling prescription drugs as part of its
operations. To that end, the Company identified a suitable candidate, Nora Pharma Inc. (“Nora Pharma”), a Canadian pharmaceutical
company with 50 generic prescription drugs on the market and approximately $10.7 million in sales as of June 30, 2022.

Following completion of a 2-year audit and extensive
due diligence of Nora Pharma, the Company determined that there were valuable synergies and complementarities in operations and goals
between the Company and Nora Pharma.

On October 20, 2022, the Company acquired all
of the issued and outstanding shares of Nora Pharma. The purchase price for the shares was $18,860,637 (USD) which was paid in cash ($14,346,637)
and by the issuance of 3,700,000 shares of the Company’s common stock valued at $4,514,000 or $1.22 per share. Nora Pharma is a
certified company offering generic pharmaceutical products in Canada. Nora Pharma’s operations are authorized by a Drug Establishment
License issued by Health Canada.

As part of the consideration paid for Nora Pharma,
the Company agreed to a $5,000,000 CAD ($3,632,000 USD) earn-out amount payable to Mr. Malek Chamoun, the seller of Nora Pharma. The earnout
is payable in the form of twenty (20) payments of $250,000 CAD for every $1,000,000 CAD increase in gross sales (as defined in the Purchase
Agreement) above Nora Pharma’s June 30, 2022 gross sales, provided that Mr. Chamoun’s employment with the Company is not terminated
pursuant to the Company’s Employment Agreement with him. The Company believes that Mr. Chamoun brings unique expertise in the area
of prescription pharmaceuticals sales, regulatory affairs, logistics, and other synergistic operations.

The acquired business contributed revenues of
approximately $4.2 million to the Company for the period from October 20, 2022 (acquisition date) to December 31, 2022. The following
unaudited summary presents consolidated results of operations of the Company and Nora Pharma for the years ended December 31, 2022 and
2021, on a pro forma basis, as though the companies had been combined as of January 1, 2021:

      3

    Pro Forma
    results from acquisition

    December
    31,

    2022

    December
    31,

    2021

    Total revenues

    $
    14,758,115

    $
    7,927,165

    Net (loss) from operations

    $
    (26,192,503
    )

    $
    (2,224,253
    )

    Net (loss)

    $
    (26,164,764
    )

    $
    (12,289,655
    )

    Basic and fully diluted (loss) per share

    $
    (1.74
    )

    $
    (4.70
    )

    Weighted average number of shares outstanding

    15,056,097

    2,612,061

The following table summarizes the allocation
of the purchase price as of October 20, 2022 (the acquisition date) using Nora Pharma’s balance sheet assets and liabilities:

    Accounts receivable
    $ 1,358,121

    Inventory
      3,181,916

    Intangible assets
      659,571

    Equipment & furniture
      210,503

    Other assets (including intangible assets)
      1,105,093

    Total assets
      6,515,204

    Liabilities assumed
      (5,981,286 )

    Net assets
      533,918

    Goodwill
      18,326,719

    Total Consideration
    $ 18,860,637

 5. We note that you recorded an impairment of all the goodwill associated with the Nora Pharma Inc. acquisition
in the same fiscal quarter as the transaction. You also disclose that management determined impairment was “in the best interest
of the Company.” Please tell us how your goodwill impairment testing complied with the guidance in ASC 350-20-35- 4 through 35-19
and describe the event or circumstances that triggered the testing in accordance with ASC 350-20-35-30. Provide the disclosures required
under ASC 350-20- 50-1 through 50-3 for the December 31, 2022 year-end as part of your response.

Response:

Section 805-20-25-1 of the Accounting Standards
Codification (“ASC”) states that, “the acquirer shall recognize, separately from goodwill, the identifiable assets acquired,
the liabilities assumed, and any non-controlling interest in the acquiree.” Allocation of the Purchase Price per ASC 805-20-25-1
yielded a goodwill amount of $18,326,719 USD (the “Goodwill Amount”).

On September 21, 2022, the seller of Nora Pharma
presented Nora Pharma to the Board of Directors of the Company, including sales projections of Nora Pharma through 2027.

      4

Management analysis of the projections identified
significant risks associated with a generic drugs sales operation in Canada, including:

 a) Current macroeconomic conditions are becoming increasingly less stable due to the ongoing COVID-19 pandemic,
the war in Ukraine, and tensions in the Far East. Destabilized macroeconomics conditions pose a serious threat to supply chains around
the world including those for the generic pharmaceutical business. Nearly all of Nora Pharma’s generic drugs are manufactured outside
Canada and the United States and could experience disruptions which would adversely affect Nora Pharma’s main source of revenue;

 b) Supply chains discontinuities due to other issues, including unforeseen regulatory actions, economic sanctions,
trade restrictions, labor disturbances and approval delays, may impact the Company’s ability to timely meet customer demand in certain
instances. These adverse market forces would have a direct impact on Nora Pharma’s ability to achieve its sales projections;

 c) Sales of Nora Pharma’s generic drugs may be adversely affected by the drug regulatory environment
in Canada. Currently, Nora Pharma sells generic drugs only in Canada. Nora Pharma’s net sales may be affected by fluctuations in
buying patterns resulting from government lead pricing pressures and similar factors. Nora Pharma generic drugs sales in Canada are done
via retail pharmacies, pharmacy channels, distributors, and wholesalers. Pricing pressures represent the highest risk to sales due to
ongoing, unresolved negotiations between the pharmaceutical industry and the Canadian federal government.

 d) A significant portion of Nora Pharma’s revenues are derived from relatively few key customers, and
any financial difficulties experienced by a single key customer, or any delay in receiving payments from such a customer, could have a
material adverse effect on Nora Pharma’s business, financial condition, and results of operations;

 e) Nora Pharma’s revenues and profits may decline as a result of competition from other pharmaceutical
companies. Prices of generic drugs may, and often do, decline, sometimes dramatically, especially as additional generic pharmaceutical
companies receive approvals and enter the market. Consequently, Nora Pharma’s ability to sustain sales and profitability on any
given product over time is affected by the number of companies selling such product, including new market entrants, and the timing of
their approvals;

 f) Brand pharmaceutical companies continue to manage products in a challenging environment through marketing
agreements with payers, pharmacy benefits managers and so-called “authorized generics” sellers. In such cases, no significant
regulatory approvals are required. In addition, brand companies may seek to delay introductions of generic equivalents through a variety
of commercial and regulatory tactics. These actions may increase the costs and risks of our efforts to introduce generic products and
may delay or prevent such introduction altogether; and

 g) If Nora Pharma encounters difficulties in executing launches of new products, it may not be able to offset
the increasing price erosion on existing products resulting from pricing pressures and accelerated generics approvals for competitors.
Such unsuccessful launches can be caused by many factors, including, delays in regulatory approvals, lack of operational or clinical readiness
or patent litigation. Failure or delays to execute launches of new generic products could have a material adverse effect on Nora Pharma’s
business and its ability to realize projected sales.

On the basis of the foregoing, no assets of of
potentially doubtful value will be carried on the Company’s books and the Company will proceed by impairing 100% of the goodwill
and not record any additional intangible assets associated with the transaction.

The goodwill impairment test is a two-step process.
The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including
goodwill. If applicable, the second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting
unit goodwill with the carrying amount of that goodwill.

      5

The Company used a discounted cash flow model
which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using
a risk-adjusted discount rate. Terminal values were also estimated and discounted to their present value. Assessing the recoverability
of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based
on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties
related to these factors and management’s judgment in applying these factors.

The following table presents the changes in the
carrying amount of goodwill in each of the Company’s reportable segments. The provisions of ASC 350-20-50-1 require the disclosure
of cumulative impairment. As a result of the merger, a new basis in goodwill was recorded in accordance with ASC 805-10. All impairments
shown in the table below have been re