Sharp Therapeutics Announces Private Placement of up to US$3.0 Million in Unsecured Convertible Notes

Executive Summary

• Sharp Therapeutics announced a proposed non‑brokered private placement for up to US$3.0 million of unsecured convertible notes (US$1,000 per note) bearing 6% interest and convertible at US$2.00 per share.
• The company also reaffirmed its previously announced common share offering of up to 1,600,000 shares at US$2.50 each, targeting approximately US$4.0 million in gross proceeds, contingent on raising a minimum of US$6.0 million from other investors (including the note proceeds).
• Net proceeds from both the note and share offerings are intended for general working capital purposes; insiders will participate, creating a related‑party transaction exempt from minority shareholder approval under MI 61‑101.

Key Details

• Notes Offering
• Aggregate principal amount: up to US$3.0 million.
• Principal per note: US$1,000.
• Interest rate: 6.0% per annum, simple interest accrued monthly in arrears; payable in cash at maturity.
• Conversion price: US$2.00 per common share; conversion may occur any time before the 12‑month maturity date.
• Maturity: 12 months after each closing date.
• Closing timeline: Initial closing expected ≈ Feb 12, 2026, with subsequent closings on dates determined by the company.

• Use of proceeds: general working capital.

• Conversion Trigger

• If Sharp completes an equity financing raising at least US$7.0 million (excluding conversions from these notes), all outstanding principal will be converted into common shares at US$2.00 per share, with a 20‑day notice to noteholders.

• Any accrued interest at conversion will be paid in cash.

• Insider Participation

• STX Partners, LLC; Newlin Investment Company 1, LLC; and other insiders have confirmed participation in the note offering.

• Common Share Offering (previously announced)

• Price per share: US$2.50.
• Target commitment from insider STX: minimum 1,600,000 shares, representing ≈ US$4.0 million gross proceeds.
• Contingent conditions:
  • Company must raise at least US$6.0 million from other investors (including note proceeds).
  • Closing of the share offering must occur no later than March 15, 2026.

• Expected closing: first quarter of 2026.

• Regulatory & Transaction Structure

• Both notes and shares will be offered via private placement under applicable Canadian securities exemptions; U.S. and other jurisdictions may also be used where exempt.
• All securities subject to a four‑month plus one‑day hold period and TSX Venture Exchange approval.
• No finder's fee payable for either offering.

Notable Quotes

• “The proceeds from these financings will provide the necessary capital to advance our preclinical programs and support ongoing operations,” – Scott Sneddon, PhD, JD, CEO/CSO, Sharp Therapeutics Corp.