Sharp Therapeutics Announces Closing of First Tranche of Unsecured Convertible Note Offering

Executive Summary

• Sharp Therapeutics Corp. closed the first tranche of its non‑brokered private placement, issuing 500 unsecured convertible notes for US$500,000 in gross proceeds.
• The notes bear 6.0% annual simple interest, are priced at US$1,000 per note, and are convertible at US$2.00 per common share prior to the 12‑month maturity date.
• Insiders (STX Partners, Newlin Investment Company 1, Brooks Family Office, and CEO Scott Sneddon) purchased 350 of the notes for US$350,000, and STX has committed an additional US$800,000 in four subsequent tranches.

Key Details

• First Tranche issuance: 500 convertible notes @ US$1,000 each → US$500,000 gross proceeds.
• Use of proceeds: General working capital.
• Conversion terms: Optional conversion into common shares at US$2.00 per share, exercisable any time before the maturity date (12 months from closing).
• Interest rate: 6.0% per annum, simple interest accrued monthly, payable in cash on the maturity date.
• Insider participation:
• STX Partners – 200 notes → US$200,000
• Newlin Investment Co. 1 – 100 notes → US$100,000
• Brooks Family Office – 25 notes → US$25,000
• CEO Scott Sneddon – 25 notes → US$25,000
• Total insider purchase: 350 notes → US$350,000.
• Related‑party transaction: Exempt from formal valuation/minority shareholder approval under MI 61‑101 because fair market value does not exceed 25 % of market cap.
• Additional commitment by STX: US$800,000 (800 notes) to be funded in four tranches of US$200,000 each on or about March 13, 2026; March 27, 2026; April 10, 2026; and April 24, 2026.
• Holding period: All notes subject to a 4‑month + 1‑day hold period from issuance and require TSX Venture Exchange approval.
• Offering exemptions: Private placement under Canadian securities prospectus exemptions; also offered in the U.S. under applicable registration exemptions.

Notable Quotes

(No direct quotes were provided in the release.)