Sharp Therapeutics Announces Non-Brokered Private Placement and Provides Operational Update

(High)

(Neutral)

Rhea-AI Summary

Sharp Therapeutics (TSXV: SHRX, OTCQB: SHRXF) is arranging a non-brokered private placement of up to C$1,365,000 in common shares priced at not less than C$0.91 per share, expected to close in Q3 2026. Net proceeds are earmarked for general working capital.

Newlin Investment Company 1, wholly owned by director and Chairman William R. Newlin, intends to subscribe for about US$200,000, making the insider participation a related-party transaction under MI 61-101; Sharp relies on exemptions from valuation and minority approval. The securities will carry a four-month hold and require TSX Venture Exchange approval. Operationally, Sharp has elected to advance an alternative lead candidate in its lead program, which it believes delays the need for certain capital by roughly 6–12 months and lowers near-term capital requirements. In light of this, Sharp and STX Partners have mutually agreed to terminate their previously announced letter agreement for a proposed financing of up to approximately US$10,000,000 and the related conditional share purchase commitment.

Positive

Private placement up to C$1.365 million at ≥C$0.91 per share
Insider intends to invest approximately US$200,000 on same terms as others
Advancing alternative lead candidate expected to delay certain capital needs by 6–12 months
Mutual termination of up to US$10 million STX financing aligning with reduced capital needs

Negative

New financing size of C$1.365 million below prior proposed US$10 million facility
All new securities subject to a four-month hold period restricting immediate liquidity
Offering closing remains expected in Q3 2026, so funds are not yet available

AI-generated analysis. How Rhea-AI works. Not financial advice.

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07/15/2026 - 08:00 AM

Pittsburgh, Pennsylvania and Toronto, Ontario--(Newsfile Corp. - July 15, 2026) - Sharp Therapeutics Corp. (TSXV: SHRX) (OTCQB: SHRXF) ("Sharp" or the "Company") is pleased to announce that it is arranging a non-brokered private placement to raise gross proceeds of up to C$1,365,000 (the "Offering"). The Offering will consist of common shares in the capital of the Company (the "Common Shares") priced at not less than C$0.91 per Common Share. The Company expects the Offering to close in Q3 2026. The net proceeds of the Offering will be used for general working capital purposes.

Newlin Investment Company 1, LLC, an entity wholly owned by William R. Newlin, intends to subscribe for approximately US$200,000 as part of the Offering on the same terms as all other subscribers to the Offering. As a director and Chairman of the Company, Mr. Newlin is considered an insider.

The participation of the Company's insiders in the Offering will constitute 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 evaluation 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).

All securities to be issued will be subject to a four (4) month hold period from the date of issuance and subject to TSX Venture Exchange approval. The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Operational Update

The Company has elected to advance an alternative lead candidate in its lead program. The Company believes this decision delays its need for certain capital by approximately 6 to 12 months and reduces the amount of capital the Company requires in the near term relative to its previously contemplated financing plans.

Considering the lead program update and the resulting reduction in near-term capital requirements, the Company and STX Partners ("STX") have mutually agreed to terminate the previously announced letter agreement relating to a proposed financing of up to approximately US$10,000,000, together with the related conditional share purchase commitment from STX.

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/305226

FAQ

What did Sharp Therapeutics (SHRXF) announce in its July 15, 2026 private placement update?

Sharp Therapeutics announced a non-brokered private placement of up to C$1,365,000 and an operational update. According to Sharp Therapeutics, the financing will fund working capital, while a shift to an alternative lead candidate reduces near-term capital needs and led to ending a prior STX financing agreement.

What are the key terms of the Sharp Therapeutics (SHRXF) July 2026 private placement?

The private placement targets up to C$1,365,000 in common shares priced at not less than C$0.91. According to Sharp Therapeutics, the offering is non-brokered, expected to close in Q3 2026, and issued securities will carry a four-month hold period and require TSX Venture Exchange approval.

How is insider William R. Newlin participating in the Sharp Therapeutics (SHRXF) financing?

William R. Newlin, through Newlin Investment Company 1, intends to subscribe for about US$200,000. According to Sharp Therapeutics, this insider participation is on the same terms as other investors and qualifies as a related-party transaction under MI 61-101, with exemptions from valuation and minority approval relied upon.

Why did Sharp Therapeutics (SHRXF) terminate the proposed US$10 million STX Partners financing in 2026?

Sharp Therapeutics and STX Partners mutually agreed to terminate the earlier letter agreement for up to US$10,000,000. According to Sharp Therapeutics, advancing an alternative lead candidate lowers near-term capital requirements, making the prior larger proposed financing and related conditional share purchase commitment unnecessary at this stage.

How does Sharp Therapeutics’ new lead candidate decision affect its capital needs and timeline?

Sharp Therapeutics believes advancing an alternative lead candidate delays the need for certain capital by about 6–12 months. According to Sharp Therapeutics, this change also reduces near-term capital requirements compared with its previously contemplated financing plans, influencing its decision to pursue a smaller private placement.

What will Sharp Therapeutics (SHRXF) use the July 2026 private placement proceeds for?

Sharp Therapeutics plans to use the net proceeds for general working capital purposes. According to Sharp Therapeutics, the non-brokered private placement of up to C$1,365,000 supports ongoing operations while the company advances its preclinical small-molecule programs targeting genetic diseases.