Pittsburgh, Pennsylvania and Toronto, Ontario--(Newsfile Corp. - February 27, 2026) - Sharp Therapeutics Corp. (TSXV: SHRX) (OTCQB: SHRXF) ("Sharp" or the "Company") is pleased to announce that it has closed the first tranche (the "First Tranche") of its previously announced non-brokered private placement for unsecured convertible notes of the Company (collectively, the "Notes"), in the principal amount of US$1,000 per Note (the "Note Offering"). Pursuant to completing the First Tranche, the Company issued a total of 500 Notes for aggregate gross proceeds to the Company of US$500,000. The net proceeds of the Note Offering will be used for general working capital purposes.
Each Note shall be convertible at the option of the holder into common shares in the capital of the Company (each, a "Conversion Share") at a conversion price of US$2.00 per Conversion Share, at any time prior to the date that is 12 months following the applicable closing date (the "Maturity Date").
Each Note shall bear interest at a rate of 6.0% per annum, calculated as simple interest accrued monthly in arrears. Interest on the principal amount outstanding under each Note shall accrue during the period commencing on the applicable closing date and shall be payable by the Company in cash on the Maturity Date.
STX Partners, LLC ("STX"), Newlin Investment Company 1, LLC ("Newlin"), Brooks Family Office LLC ("Brooks") (an entity controlled by John L. Brooks III), and Scott Sneddon ("Sneddon"), the CEO of the Company, have all participated in the First Tranche and are insiders of the Company (collectively, the "Insiders"). STX subscribed for 200 Notes for a purchase price of US$200,000, Newlin subscribed for 100 Notes for a purchase price of US$100,000, Brooks subscribed for 25 Notes for a purchase price of US$25,000, and Sneddon subscribed for 25 Notes for a purchase price of US$25,000, for a total of 350 Notes and aggregate purchase price of US$350,000.
Participation of the Insiders in the First Tranche constitutes a related-party transaction for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insider participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued, nor the fair market value of the consideration for the securities issued will exceed 25% of the Company's market capitalization (as calculated in accordance with MI 61-101).
The Company did not file a material change report more than 21 days before the expected closing of the First Tranche as the details of the insider participation were not settled until shortly prior to closing, and the Company wished to close on an expedited basis for sound business reasons. To the knowledge of the Company, no early warning report is required to be filed and no new Control Person (as such term is defined in applicable Canadian securities legislation) will be created as a result of the First Tranche.
In addition to its participation in the First Tranche, STX has committed an additional US$800,000 (representing an additional 800 Notes) to be contributed in 4 tranches of US$200,000 each, with such contributions to be made on or about the following dates: March 13, 2026; March 27, 2026; April 10, 2026; and April 24, 2026.
The Notes were offered by way of private placement in each of the provinces and territories of Canada pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws. The Notes were also offered for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation arises in such other jurisdiction.
All Notes issued will be subject to a 4 month plus 1 day hold period from the date of issuance, and subject to TSX Venture Exchange ("TSXV") approval.
About Sharp Therapeutics Corp.
First-Choice Therapies for Genetic Diseases
Sharp Therapeutics is a preclinical-stage company developing first-choice small-molecule therapeutics for genetic diseases. The Company's discovery platform combines novel high throughput screening technologies, with compound libraries computational optimized based on the physics and biology of cellular trafficking defects and allosteric activation of proteins. The platform produces small molecule compounds that restore activity in mutated proteins giving the potential to treat genetic disorders with conventional pill-based medicines.
For additional information on Sharp, please visit: www.sharptx.com.
Sharp Therapeutics Corp.
Scott Sneddon, PhD, JD
CEO/CSO
Email: scott@sharptx.comPhone: (412) 206-5303
Caution Regarding Forward-Looking Information
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Sharp's current views and intentions with respect to future events, and current information available to Sharp, and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should any factor affect Sharp in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Sharp does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and Sharp undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285688
Each Note shall be convertible at the option of the holder into common shares in the capital of the Company (each, a "Conversion Share") at a conversion price of US$2.00 per Conversion Share, at any time prior to the date that is 12 months following the applicable closing date (the "Maturity Date").
Each Note shall bear interest at a rate of 6.0% per annum, calculated as simple interest accrued monthly in arrears. Interest on the principal amount outstanding under each Note shall accrue during the period commencing on the applicable closing date and shall be payable by the Company in cash on the Maturity Date.
STX Partners, LLC ("STX"), Newlin Investment Company 1, LLC ("Newlin"), Brooks Family Office LLC ("Brooks") (an entity controlled by John L. Brooks III), and Scott Sneddon ("Sneddon"), the CEO of the Company, have all participated in the First Tranche and are insiders of the Company (collectively, the "Insiders"). STX subscribed for 200 Notes for a purchase price of US$200,000, Newlin subscribed for 100 Notes for a purchase price of US$100,000, Brooks subscribed for 25 Notes for a purchase price of US$25,000, and Sneddon subscribed for 25 Notes for a purchase price of US$25,000, for a total of 350 Notes and aggregate purchase price of US$350,000.
Participation of the Insiders in the First Tranche constitutes a related-party transaction for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insider participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued, nor the fair market value of the consideration for the securities issued will exceed 25% of the Company's market capitalization (as calculated in accordance with MI 61-101).
The Company did not file a material change report more than 21 days before the expected closing of the First Tranche as the details of the insider participation were not settled until shortly prior to closing, and the Company wished to close on an expedited basis for sound business reasons. To the knowledge of the Company, no early warning report is required to be filed and no new Control Person (as such term is defined in applicable Canadian securities legislation) will be created as a result of the First Tranche.
In addition to its participation in the First Tranche, STX has committed an additional US$800,000 (representing an additional 800 Notes) to be contributed in 4 tranches of US$200,000 each, with such contributions to be made on or about the following dates: March 13, 2026; March 27, 2026; April 10, 2026; and April 24, 2026.
The Notes were offered by way of private placement in each of the provinces and territories of Canada pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws. The Notes were also offered for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation arises in such other jurisdiction.
All Notes issued will be subject to a 4 month plus 1 day hold period from the date of issuance, and subject to TSX Venture Exchange ("TSXV") approval.
About Sharp Therapeutics Corp.
First-Choice Therapies for Genetic Diseases
Sharp Therapeutics is a preclinical-stage company developing first-choice small-molecule therapeutics for genetic diseases. The Company's discovery platform combines novel high throughput screening technologies, with compound libraries computational optimized based on the physics and biology of cellular trafficking defects and allosteric activation of proteins. The platform produces small molecule compounds that restore activity in mutated proteins giving the potential to treat genetic disorders with conventional pill-based medicines.
For additional information on Sharp, please visit: www.sharptx.com.
Sharp Therapeutics Corp.
Scott Sneddon, PhD, JD
CEO/CSO
Email: scott@sharptx.comPhone: (412) 206-5303
Caution Regarding Forward-Looking Information
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Sharp's current views and intentions with respect to future events, and current information available to Sharp, and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should any factor affect Sharp in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Sharp does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and Sharp undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285688
