Pittsburgh, Pennsylvania and Toronto, Ontario--(Newsfile Corp. - April 2, 2026) - Sharp Therapeutics Corp. (TSXV: SHRX) (OTCQB: SHRXF) ("Sharp" or the "Company") is pleased to announce that it has closed the third tranche (the "Third 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 Third Tranche, the Company issued a total of 200 Notes for aggregate gross proceeds of approximately US$200,000. With the closing of the Third Tranche, the outstanding amount committed to the Company pursuant to the Note Offering is now 400 Notes for aggregate gross proceeds of approximately US$400,000, which are to be issued in two subsequent tranches on or about April 10, 2026 and April 20, 2026 (each, a "Closing Date"). The net proceeds of the Note Offering will be used for general working capital purposes.
The conditional approval for the Note Offering originally provided by the TSX Venture Exchange (the "TSXV") indicated a deadline to complete the Note Offering by March 20, 2026. At the request of the Company, the TSXV has granted a 30-day extension to the conditional approval, extending the deadline to complete the Note Offering to April 20, 2026 (the "Extended Deadline"). The extension was requested to allow for the orderly completion of the remaining tranches of the Note Offering and to accommodate investor timing requirements. The Company confirms that all other terms and conditions of the original TSXV conditional approval remain unchanged.
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 (the "Conversion Price"), at any time prior to the date that is twelve (12) months following the applicable Closing Date (the "Maturity Date").
Each Note shall bear interest at a rate of six percent (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") participated in the Third Tranche and is an insider of the Company. STX subscribed for a total of 200 Notes, for a total purchase price of $200,000. The participation of the Insider in the Third Tranche constitutes a related-party transaction for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. 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 per cent of the Company's market capitalization (as calculated in accordance with MI 61-101).
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 four (4) month plus one (1) day hold period from the date of issuance, and subject to TSXV approval.
No bonus, finder's fee, commission or other compensation was paid in connection with the Note Offering.
The Company also announces that its previously announced private placement of common shares (the "Common Share Offering") has been postponed. The Company will provide further details regarding the timing and terms of the Common Share Offering in due course.
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.com
Phone: (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/291090
The conditional approval for the Note Offering originally provided by the TSX Venture Exchange (the "TSXV") indicated a deadline to complete the Note Offering by March 20, 2026. At the request of the Company, the TSXV has granted a 30-day extension to the conditional approval, extending the deadline to complete the Note Offering to April 20, 2026 (the "Extended Deadline"). The extension was requested to allow for the orderly completion of the remaining tranches of the Note Offering and to accommodate investor timing requirements. The Company confirms that all other terms and conditions of the original TSXV conditional approval remain unchanged.
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 (the "Conversion Price"), at any time prior to the date that is twelve (12) months following the applicable Closing Date (the "Maturity Date").
Each Note shall bear interest at a rate of six percent (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") participated in the Third Tranche and is an insider of the Company. STX subscribed for a total of 200 Notes, for a total purchase price of $200,000. The participation of the Insider in the Third Tranche constitutes a related-party transaction for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. 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 per cent of the Company's market capitalization (as calculated in accordance with MI 61-101).
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 four (4) month plus one (1) day hold period from the date of issuance, and subject to TSXV approval.
No bonus, finder's fee, commission or other compensation was paid in connection with the Note Offering.
The Company also announces that its previously announced private placement of common shares (the "Common Share Offering") has been postponed. The Company will provide further details regarding the timing and terms of the Common Share Offering in due course.
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.com
Phone: (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/291090
