Sharp Therapeutics Provides Update on Non-Brokered Private Placement and Grant of Options

Executive Summary

• Sharp Therapeutics updates its non‑brokered private placement, now targeting a minimum of US $10 million in gross proceeds at ≥US $2.50 per share, with closing expected in Q1 2026.
• STX Partners, the company’s largest shareholder, commits to purchase up to 1.6 million shares (≈US $4 million) contingent on Sharp raising at least US $6 million from other investors and closing by March 15 2026.
• The company reports encouraging pre‑IND data for its ‘901 program targeting Gaucher disease, files a patent application covering the compound and related analogs, and plans to seek Orphan Drug Designation in Q1 2026.

Key Details

• Financing Structure
• Private placement of common shares at a price not less than US $2.50 per share.
• Minimum gross proceeds: US $10 million; net proceeds earmarked for general working capital.

• Expected closing: first quarter of 2026 (no later than March 15, 2026).

• Insider Commitment

• STX Partners, LLC – largest shareholder and insider – signs a letter agreement to purchase ≥1,600,000 shares at US $2.50 each (≈US $4 million).

• Commitment is conditional on: (i) Sharp raising ≥US $6 million from other investors; (ii) closing of the offering by March 15, 2026.

• Related‑Party Transaction

• Insider participation qualifies as a related‑party transaction under MI 61‑101 but is exempt from formal evaluation/minority approval because the fair market value does not exceed 25 % of Sharp’s market cap.

• ‘901 Gaucher Program Update

• Pre‑IND studies in dogs show the ‘901 compound is well tolerated at doses far exceeding those used in earlier efficacy studies.
• Patent application filed with USPTO covering ‘901 and over 250 related analogs.

• Plan to file for Orphan Drug Designation with the FDA in Q1 2026.

• Option Grants (Administrative)

• 200,000 stock options granted to directors on May 21 2025; exercise price CAD $1.48/US $1.07; vesting: 33.33 % after one year, remainder over 24 monthly installments; expiry May 21 2035.

• 225,000 stock options granted to an officer on Dec 17 2025; exercise price CAD $2.21/US $1.60; same vesting schedule; expiry Dec 17 2035.

• Securities Restrictions

• All issued securities subject to a four‑month hold period and require TSX Venture Exchange approval.
• Not registered under the U.S. Securities Act of 1933; cannot be offered/sold in the U.S. absent registration or exemption.

Notable Quotes

• John Hathaway, Managing Partner, STX Partners: “Sharp continues to deliver meaningful scientific progress… we are increasing our investment commitment because we believe their best work is still ahead of them.”
• Scott Sneddon, CEO, Sharp Therapeutics: “The increased commitment by STX would allow Sharp to focus on generating key data in the trial supporting the effectiveness of ‘901…”