Pittsburgh, Pennsylvania and Toronto, Ontario--(Newsfile Corp. - December 19, 2025) - Sharp Therapeutics Corp. (TSXV: SHRX) (OTCQB: SHRXF) ("Sharp" or the "Company"), is pleased to announce that the non-brokered private placement to raise gross proceeds of not less than US$10,000,000 (the "Offering") previously announced on October 14, 2025 has been updated. The placement will consist of common shares in the capital of the Company priced at not less than US$2.50 per share. The Company expects the offering to close in the first quarter of 2026. The net proceeds of the Offering will be used for general working capital purposes.
STX Partners, LLC ("STX"), Sharp's largest shareholder, and an insider of the Company, has executed a letter agreement to increase the total commitment to purchase of not less than 1,600,000 common shares at per share price of US$2.50 representing approximately US$4,000,000 in gross proceeds to the Company, contingent upon: (i) the Company successfully raising not less than US$6,000,000 from other current or new investors; and (ii) the closing of the Offering occurring not later than March 15, 2026. Other insiders of the Company will also be participating in the Offering.
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. 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).
John Hathaway, Managing Partner of STX, stated that, "Sharp continues to deliver meaningful scientific progress, and we're increasing our investment commitment because we believe their best work is still ahead of them. The scientific breakthroughs we're seeing from this team represent exactly the kind of innovation that creates lasting value."
Scott Sneddon, Sharp's CEO, said, "The Company is very pleased to have one of its largest shareholders increase their significant investment commitment. We continue to move forward compound '901, our candidate for Phase I trials in Gaucher disease. The increased commitment by STX would allow Sharp to focus on generating key data in the trial supporting the effectiveness of '901, an oral, CNS penetrant treatment for all forms of Gaucher as well as other lysosomal storage disorders."
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.
Gaucher Program Update (901 Program)
The company also announces further progress on its GBA1-Gaucher program with key pre-IND studies in dogs showing that the '901 compound is well tolerated at doses far in excess of those used in earlier animal efficacy studies. "We continue to be impressed with the pharmaceutical properties of '901, which bodes well for it to potentially become front-line therapy in all forms of Gaucher disease," said Sneddon. The company also filed a patent application with the US Patent and Trademark Office for '901 and over 250 related analogs. Finally, the company expects to file for Orphan Drug Designation for '901 with the US Food and Drug Administration in the first quarter of 2026.
Other Matters
The Company also announces it has granted an aggregate of 200,000 stock options of the Company ("Options") to certain directors of the Company on May 21, 2025. Each Option entitles the holder to acquire one common share at an exercisable price of CAD$1.48/US$1.07 per common share until May 21, 2035. Options are subject to a 3-year vesting provision, 33.33% vesting at one-year, with the remaining 66.66% vesting in twenty-four (24) equal portions monthly.
The Company also announces it has granted 225,000 Options to an officer of the Company on December 17, 2025. Each Option entitles the holder to acquire one common share at an exercisable price of CAD$2.21/US$1.60 per common share until December 17, 2035. Options are subject to a 3-year vesting provision, 33.33% vesting at one-year, with the remaining 66.66% vesting in twenty-four (24) equal portions monthly.
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: This email address is being protected from spambots. You need JavaScript enabled to view it.
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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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