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Sharp Therapeutics Corp. — Interim / Quarterly Report 2025
May 23, 2025
48457_rns_2025-05-22_14013e8e-35e6-4eba-bbfd-5343a896011d.pdf
Interim / Quarterly Report
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Sharp Therapeutics Corp.
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Expressed in US Dollars)
Notice of No Auditor Review of Condensed Interim Consolidated Financial Statements 3
Statements of Financial Position 4
Statements of Loss and Comprehensive Loss 5
Statements of Changes in Shareholders' (Deficit) Equity 6
Statements of Cash Flows 7
Notes to the Condensed Interim Consolidated Financial Statements 8-23
SHARP THERAPEUTICS CORP.
NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
Under National Instrument 51-102, Continuous Disclosure Obligations, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the unaudited condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim consolidated financial statements of the Corporation have been prepared by and are the responsibility of the Corporation's management and approved by the Audit Committee and the Board of Directors of the Corporation (the "Board").
The Corporation's independent auditor has not performed a review of these unaudited condensed interim consolidated financial statements. These unaudited interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34") using accounting policies consistent with International Financial Reporting Standards ("IFRS").
May 21, 2025
Sharp Therapeutics Corp.
Condensed Interim Consolidated Statements of Financial Position
As at March 31, 2025 and December 31, 2024
(Expressed in US dollars)
| Note | March 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| ASSETS | |||
| Cash | $ | 2,016,504 | $ 3,484,672 |
| Prepaid expenses | 132,540 | 34,311 | |
| Total Current Assets | $ | 2,149,044 | $ 3,518,983 |
| Deposit | 3 | 16,680 | 16,680 |
| Property and equipment | 4 | 12,860 | 18,665 |
| Right-of-use assets, net | 5 | 978,544 | 999,664 |
| Total Assets | $ | 3,157,128 | $ 4,553,992 |
| LIABILITIES | |||
| Accounts payable and accrued liabilities | 6 | $ 468,658 | $ 522,985 |
| Current portion of lease liabilities | 7 | 42,043 | 36,167 |
| Warrants liabilities | 10 | 2,043,415 | 130,664 |
| Total Current Liabilities | $ | 2,554,116 | $ 689,816 |
| Lease liabilities | 7 | 1,265,721 | 1,279,466 |
| Total Liabilities | $ | 3,819,837 | $ 1,969,282 |
| SHAREHOLDERS' (DEFICIENCY) EQUITY | |||
| Share capital | 10 | $ 21,790,587 | $ 21,790,587 |
| Contributed surplus | 11 | 706,285 | 673,165 |
| Deficit | (23,139,655) | (19,885,098) | |
| Accumulated other comprehensive (loss) income | (19,926) | 6,056 | |
| Total Shareholders' (Deficiency) Equity | $ | (662,709) | $ 2,584,710 |
| Total Liabilities and Shareholders' (Deficiency) Equity | $ | 3,157,128 | $ 4,553,992 |
Nature of operations and going concern (Note 1)
Commitments and contingencies (Note 14)
Subsequent events (Note 19)
Approved by the Board of Directors:
"Scott Sneddon"
Director (Signed)
"John L. Brooks III"
Director (Signed)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Sharp Therapeutics Corp.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars except for per share amounts)
| Note | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | |
|---|---|---|---|
| OPERATING EXPENSES | |||
| General and administrative | 12 | $ 398,395 | $ 93,442 |
| Research and development | 12 | 890,995 | 512,927 |
| Share-based compensation | 11 | 33,120 | 2,502 |
| TOTAL OPERATING EXPENSES | $ 1,322,510 | $ 608,871 | |
| LOSS FROM OPERATIONS | $ (1,322,510) | $ (608,871) | |
| OTHER ITEMS | |||
| Accretion on lease liabilities | 7 | (42,131) | (43,086) |
| Other income | 25,900 | 81 | |
| Change in fair value of convertible notes | 8 | - | (326,326) |
| Change in fair value of redeemable preferred shares | 9 | - | (253,173) |
| Change in fair value of warrants liabilities | 11 | (1,915,814) | 1,333 |
| NET LOSS | $ (3,254,555) | $ (1,230,042) | |
| Other comprehensive income from currency translation | 20,701 | - | |
| COMPREHENSIVE LOSS | $ (3,233,854) | $ (1,230,042) | |
| Loss per share - | |||
| Basic and Diluted | $ (0.12) | $ (8.83) | |
| Weighted average number of common shares outstanding - | |||
| Basic and Diluted | 28,220,847 | 139,262 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Sharp Therapeutics Corp.
Condensed Interim Consolidated Statements of Changes in Shareholders' Deficiency
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars except for per share amounts)
| Note | Number of common shares* | Number of preferred shares - Series 1.A | Number of preferred shares - Series 1.A-1 | Number of preferred shares - Series 1.B | Number of preferred shares - Series 1.C | Share capital | Contributed surplus | Accumulated other comprehensive income | Deficit | Total shareholders' deficiency | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance January 1, 2024 | 139,262 | 30,000 | 36,232 | 85,187 | 167,164 | $ 4,549,887 | $ 592,146 | $ - | $ (16,624,458) | $ (11,482,425) | |
| Share-based payments | 11 | - | - | - | - | - | - | 2,502 | - | - | 2,502 |
| Net loss | - | - | - | - | - | - | - | - | (1,230,042) | (1,230,042) | |
| Balance March 31, 2024 | 139,262 | 30,000 | 36,232 | 85,187 | 167,164 | $ 4,549,887 | $ 594,648 | $ - | $ (17,854,500) | $ (12,709,965) |
*On December 11, 2024, the common shares of Sharp Edge Labs, Inc. were exchanged on a 1:31.21940 basis (the "Share Exchange"). In addition, the Company executed a share consolidation on a 10-to-1 basis (the "Share Consolidation"), which became effective on January 27, 2025 (Note 13). The Share Exchange and the Share Consolidation are reflected retrospectively in these consolidated financial statements.
| Note | Number of common shares | Number of preferred shares - Series 1.A | Number of preferred shares - Series 1.A-1 | Number of preferred shares - Series 1.B | Number of preferred shares - Series 1.C | Share capital | Contributed surplus | Accumulated other comprehensive income (loss) | Deficit | Total shareholders' deficiency | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance January 1, 2025 | 28,220,847 | - | - | - | - | $ 21,790,587 | $ 673,165 | $ 6,056 | $ (19,885,100) | $ 2,584,708 | |
| Share-based payments | 11 | - | - | - | - | - | - | 33,120 | - | - | 33,120 |
| Net loss for the year | - | - | - | - | - | - | - | - | (3,254,555) | (3,254,555) | |
| Foreign currency translation adjustment | - | - | - | - | - | - | - | (25,982) | - | (25,982) | |
| Balance March 31, 2025 | 28,220,847 | - | - | - | - | $ 21,790,587 | $ 706,285 | $ (19,926) | $ (23,168,560) | $ (662,709) |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Sharp Therapeutics Corp. (formerly EVP Capital Inc.)
Condensed Interim Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars)
| Note | Three months ended March 31, 2025 | Three months ended March 31, 2024 | |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Net loss | $ (3,254,555) | $ (1,230,042) | |
| Items not affecting cash: | |||
| Depreciation and amortization | 4, 5 | 26,925 | 42,239 |
| Accretion on lease liabilities | 7 | 42,131 | 43,086 |
| Change in fair value of convertible notes | 8 | - | 326,326 |
| Change in fair value of redeemable preferred shares | 9 | - | 253,173 |
| Change in fair value of warrants liability | 11 | 1,912,751 | (1,333) |
| Share-based compensation | 11 | 33,120 | 2,502 |
| $ (1,239,628) | $ (564,049) | ||
| Changes in non-cash working capital | 17 | (152,557) | (35,982) |
| Cash used in operating activities | $ (1,392,185) | $ (600,031) | |
| INVESTING ACTIVITIES | |||
| Purchase of property and equipment | 4 | $ - | $ (31,091) |
| Cash used in investing activities | $ - | $ (31,091) | |
| FINANCING ACTIVITIES | |||
| Payments of lease liabilities | 7 | (50,000) | (50,000) |
| Proceeds from private placement, net of transaction costs | 10 | - | 500,000 |
| Cash (used in) provided by financing activities | $ (50,000) | $ 450,000 | |
| Decrease in cash | $ (1,442,185) | $ (181,122) | |
| Effect of foreign currency translation | (25,983) | - | |
| Cash, beginning of period | 3,484,672 | 376,868 | |
| Cash, end of period | $ 2,016,504 | $ 195,746 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
1. Nature of Operations and Going Concern
Sharp Therapeutics Corp. (formerly EVP Capital Inc., "STC", or the "Company") was incorporated under the Business Corporations Act (Ontario) on October 4, 2021 and is listed on the TSX Venture Exchange ("Exchange"). Sharp Edge Labs, Inc. ("SEL" or "Sharp Edge"), a Delaware (USA) corporation, is a wholly-owned subsidiary of the Company. Sharp Edge is a preclinical-stage drug discovery company developing therapeutics for genetic diseases. The registered address and location of the records of the Company is One First Canadian Place, Suite 3400, Toronto, Ontario M5X 1A4. The head office is located at 2403 Sidney St., Suite 264, Pittsburgh PA 15203.
Arrangement Agreement and Plan of Merger
EVP Capital Inc. ("EVP Capital"), Sharp Edge, and EVP Capital's wholly-owned subsidiary, SEL AcquisitionCo Inc. ("Merger Sub"), a Delaware (USA) corporation, entered into a definitive arrangement agreement and plan of merger dated June 28, 2024, as amended on October 31, 2024 (the "Arrangement Agreement"). The Arrangement Agreement contemplated that EVP Capital would acquire all of the issued and outstanding shares of SEL, and Merger Sub would merge with and into SEL, with SEL continuing as the surviving corporation under the Delaware General Corporation Law. Pursuant to the terms of the Arrangement Agreement, each issued and outstanding share of common stock in the capital of Sharp Edge (each a "Sharp Edge Share") was exchanged for common shares of EVP Capital (the "Resulting Issuer Shares") on the basis of approximately 31.21940 Resulting Issuer Shares for one (1) Sharp Edge Share (the "Exchange Ratio") such that all holders of Sharp Edge Shares would become shareholders of EVP Capital and Sharp Edge would become a wholly-owned subsidiary of EVP Capital (the "Arrangement"). The transaction closed and the Arrangement became effective on December 11, 2024 ("Closing Date").
EVP Capital was a "capital pool company" under the policies of the TSXV and the Arrangement constituted its "Qualifying Transaction" in accordance with TSXV Policy 2.4 - Capital Pool Companies ("Policy 2.4"). In connection with the closing of the Arrangement, EVP Capital was renamed to Sharp Therapeutics Corp. and is listed as a Tier 2 Life Sciences Issuer on the TSXV.
Prior to and as a condition of closing the Arrangement, on October 18, 2024, Sharp Edge completed a non-brokered private placement of units of Sharp Edge ("Units") for gross proceeds of $5,000,000 (the "Pre-Closing Financing") pursuant to a stock purchase agreement dated August 15, 2023, as amended and restated, supplemented or otherwise modified from time to time among Sharp Edge and investors. The Units were issued at an issue price of $4.55 per Unit (prior to any adjustment resultant from the Exchange Ratio), with each Unit entitling the holder thereof to receive one Sharp Edge Share and a warrant to purchase one-half of a Sharp Edge Share ("Sharp Edge Warrant"). Each Sharp Edge Warrant entitled the holder thereof to purchase one Sharp Edge Share set forth therein upon payment of $4.55 per such Sharp Edge Shares within twelve (12) months of the date of issuance. The net proceeds from the Pre-Closing Financing would be used for working capital purposes. The subscription proceeds of $5,000,000 were received in October 2024. No finder's fee or commission was payable in connection with the Pre-Closing Financing.
All Sharp Edge redeemable preferred shares (Note 9), convertible preferred shares (Note 10) and convertible notes (Note 8) were converted into Sharp Edge Shares concurrently with the closing of the Pre-Closing Financing. All Sharp Edge Warrants and options to purchase Sharp Edge Shares (Note 11) outstanding on the Closing Date were exchanged for similar securities of the Resulting Issuer on the basis of the Exchange Ratio pursuant to and in accordance with the Arrangement.
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
1. Nature of Operations and Going Concern (continued)
Going concern
These condensed interim consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to realize its assets and satisfy its liabilities in the normal course of business for the foreseeable future. As at March 31, 2025, the Company had an accumulated deficit of $23,168,560 (March 31, 2024 - $17,854,500). For the three months ended March 31, 2025, the Company had incurred negative operating cash flows of $1,413,216 (March 31, 2024 - $600,031) and a comprehensive loss of $3,275,587 (March 31, 2024 - $1,230,042). Management is aware, in making its going concern assessment, of recurring losses and on-going negative cash flows from operations that may cast significant doubt on the Company's ability to continue as a going concern.
The continued operations of the Company are dependent on future profitable operations, management's ability to manage costs, and the future availability of equity or debt financing. Whether and when the Company can generate sufficient operating cash flows to pay for its expenditures and settle its obligations as they fall due is uncertain. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption inappropriate. These adjustments could be material.
2. Basis of Presentation, Material Accounting Policies and Critical Accounting Judgments and Estimates
a) Statement of compliance
The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all disclosures required for the annual financial statements required by IFRS as issued by IASB and interpretations issued by IFRIC.
The policies applied in these condensed interim consolidated financial statements are based on IFRSs issued and outstanding as of May 21, 2025, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these condensed interim consolidated financial statements as compared with the most recent annual consolidated financial statements as at and for the year ended December 31, 2024. These condensed interim consolidated financial statements and the accompanying notes were prepared using the basis of presentation, accounting policies, and critical accounting judgments and estimates as described in notes 2, 3 and 4 to the December 31, 2024 annual consolidated financial statements except as discussed in note 2 herein.
b) Future accounting pronouncements
The new and amended standards and interpretations that are issued but not yet effective, up to the date of issuance of the Company's condensed interim consolidated financial statements are disclosed below:
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
2. Basis of Presentation, Material Accounting Policies and Critical Accounting Judgments and Estimates (continued)
b) Future accounting pronouncements (continued)
In August 2023, the IASB issued narrow-scope amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates, which were incorporated into Part I of the CPA Canada Handbook – Accounting in November 2023.
The amendments specify how to determine whether a currency is exchangeable into another currency and how to determine the spot exchange rate when a currency lacks exchangeability. A currency is exchangeable into another currency when an entity is able to obtain the other currency within a timeframe that allows for a normal administrative delay and through a market or exchange mechanism in which an exchange transaction would create enforceable rights and obligations. An entity assesses whether a currency is exchangeable into another currency at the measurement date and for a specified purpose. If an entity is able to obtain no more than an insignificant amount of the other currency at the measurement date for the specified purpose, the currency is not exchangeable into the other currency. When a currency is not exchangeable into another currency at a measurement date, an entity is required to estimate the spot exchange rate as the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions. When an entity estimates a spot exchange rate because a currency is not exchangeable into another currency, the amendments require an entity to disclose information that enables the users of the financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows, including the risks to which the entity is exposed because of the currency not being exchangeable into the other currency. The amendments are effective for annual reporting periods beginning on or after January 1, 2025.
In April 2024, the International Accounting Standards Board (IASB) issued IFRS 18 Presentation and Disclosure in Financial Statements, which was incorporated into Part I of the CPA Canada Handbook – Accounting in September 2024.
IFRS 18 replaces IAS 1 Presentation of Financial Statements, and for all entities will:
- Introduce a new defined structure for the statement of profit and loss and require the classification of income and expenses in that statement into one of five categories: operating; investing; financing; income taxes; and discontinued operations.
- Require disclosure of ‘management-defined performance measures’ (MPMs) in a single note to the financial statements.;
- Enhance guidance about how to group information within the financial statements; and
- For the statement of cash flows, require that ‘operating profit or loss’ be used as the starting point for determining cash flows from operating activities under the indirect method, and remove the optionality around classification of cash flows from interest and dividends.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, including for interim financial statements.
The Company is assessing the impact on the condensed interim consolidated financial statements from these new and amended standards and interpretations that are issued, but not yet effective. The Company intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.
10
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
3. Deposit
The refundable security deposit attributes to the amount remitted to the landlord pursuant to the lease agreement that the Company entered into for its office premise and lab facility (Note 4).
4. Property and Equipment
| Furniture, Fixture and lab equipment | Leaseholds Improvement | Total | |
|---|---|---|---|
| Cost: | |||
| Balance January 1, 2024 | $ 187,469 | $ 8,060 | $ 195,529 |
| Additions | 14,488 | - | 14,488 |
| Balance December 31, 2024 | $ 201,957 | $ 8,060 | $ 210,017 |
| Additions | - | - | - |
| Balance March 31, 2025 | $ 201,957 | $ 8,060 | $ 210,017 |
| Accumulated Depreciation: | |||
| Balance January 1, 2024 | $ 171,456 | $ 4,080 | $ 175,536 |
| Depreciation | 14,890 | 926 | 15,816 |
| Balance December 31, 2024 | $ 186,346 | $ 5,006 | $ 191,352 |
| Depreciation | 2,751 | 3,054 | 5,805 |
| Balance March 31, 2025 | $ 189,097 | $ 8,060 | $ 197,157 |
| Net book value, December 31, 2024 | $ 15,611 | $ 3,054 | $ 18,665 |
| Net book value, March 31, 2025 | $ 12,860 | $ - | $ 12,860 |
5. Right-of-use Assets
In 2020, the Company entered into a lease agreement for its office premises and lab facility for a lease term of 11 years and with one option to extend the lease term for one additional period of 5 years.
Lease liabilities are measured at the present value of the base rent payments, discounted using an interest rate of thirteen percent (13%), which is the Company's incremental borrowing rate at the date of initial recognition. Right-of-use assets are measured at an amount equal to the lease liabilities at inception and adjusted by the amount of any prepaid or accrued lease payments.
The following schedule shows the movement in the Company's right-of-use assets during the period:
| Right-of use assets (ROU) | Premises |
|---|---|
| Cost | |
| Balance, December 31, 2024 and March 31, 2025 | $ 1,351,659 |
| Accumulated Depreciation | |
| Balance January 1, 2024 | $ 267,516 |
| Depreciation | 84,479 |
| Balance December 31, 2024 | $ 351,995 |
| Depreciation | 21,120 |
| Balance March 31, 2025 | $ 373,115 |
| Net book value, December 31, 2024 | $ 999,664 |
| Net book value, March 31, 2025 | $ 978,544 |
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
- Right-of-use Assets (continued)
The right-of-use assets are depreciated on a straight-line basis over the lease term which is for a period of 16 years.
- Accounts Payable and Accrued Liabilities
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Trade payables | $ 367,179 | $ 271,704 |
| Accrued professional fees | 71,479 | 229,861 |
| Other payables and accrued liabilities | 30,000 | 21,421 |
| $ 468,658 | $ 522,986 |
- Lease Liabilities
The following schedule shows the movements in the Company's lease liabilities related to premise leases during the period:
| Lease Liabilities | |
|---|---|
| Balance January 1, 2024 | $ 1,344,681 |
| Interest expense | 170,952 |
| Lease payments | (200,000) |
| Balance December 31, 2024 | $ 1,315,633 |
| Interest expense | 42,131 |
| Lease payments | (50,000) |
| Balance March 31, 2025 | $ 1,307,764 |
| March 31, 2025 | |
| --- | --- |
| Current | $ 42,043 |
| Non-current | 1,265,721 |
| Lease liabilities | $ 1,307,764 |
During the three months ended March 31, 2025, there were no variable lease payments not included in the measurement of lease liabilities (2024 - $nil).
The following table sets forth the undiscounted future lease payments to be made:
| Future Lease Payments | Premise |
|---|---|
| Within one year | $ 207,647 |
| 1 to 2 years | 218,352 |
| 2 to 3 years | 218,352 |
| 3 to 4 years | 218,352 |
| 4 to 5 years | 218,352 |
| After 5 years | 1,437,484 |
| Total | $ 2,518,539 |
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
8. Convertible Notes Payable
The following schedule shows the movements of the convertible notes payable by Sharp Edge during the period:
| Secured Convertible Notes | Convertible Promissory Notes | Total | |
|---|---|---|---|
| Balance, January 1, 2024 | $ 6,854,776 | $ 219,641 | $ 7,074,417 |
| Convertible note issued, net of transaction costs | 2,200,000 | - | 2,200,000 |
| Loss from change in fair value | 278,159 | - | 278,159 |
| Repayment of principal and interest | - | (236,787) | (236,787) |
| Conversion to common shares | (9,332,935) | - | (9,332,935) |
| Interest expense | - | 17,146 | 17,146 |
| Balance, December 31, 2024 | - | - | - |
| Balance, March 31, 2025 | $ - | $ - | $ - |
Secured Convertible Notes
During the year ended December 31, 2024, the Company raised capital for bridge financing through the issuance of secured convertible notes (the "Bridge Notes"). The Company raised gross proceeds of $2,200,000 in cash for the year ended December 31, 2024. Of that amount, $500,000 cash gross proceeds were raised during the three months ended March 31, 2024. All the Bridge Notes bear interest at a rate of 6% per annum.
Sharp Edge designated the Bridge Notes as financial liabilities recorded at fair value through profit and loss. Financial liabilities at FVTPL are initially recorded at fair value. The initial fair value of the Bridge Notes approximates the transaction price on the issue dates. Gains and losses arising from changes in the fair value of the financial liability held at FVTPL are included in the consolidated statement of loss and comprehensive loss in the period in which they arise.
On October 18, 2024, all Bridge Notes, including the secured convertible notes previously issued in 2021 and 2022 and including accrued interest, were automatically converted to 7,333,718 Sharp Edge Shares upon the closing of the Pre-Closing Financing (Notes 1 and 11), at a share price determined based on the Unit price per Pre-closing Financing.
To determine the fair value of the Bridge Notes during the three months ended March 31, 2024, key inputs and assumptions used in the valuation model are:
i) appropriate discount rates – market yield for the payoff, and risk-free rate for the conversion events
ii) duration before maturity or conversion events
iii) probability of conversion for the potential conversion
The weighted average assumptions used in calculating the fair value of the Bridge Notes during the three months ended March 31, 2024 are as follows:
| March 31, 2024 | |
|---|---|
| Market yield | 25.98% - 31.44% |
| Duration (years) | 1.33 – 1.51 |
| Implied probability of conversion | 16.14% - 21.83% |
| Risk free rate | 4.59% - 4.88% |
As of March 31, 2025, Sharp Edge presented the fair value balances of $nil (December 31, 2024 – $nil) for the secured convertible notes payable.
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
8. Convertible Notes Payable (continued)
Convertible Promissory Notes
Sharp Edge historically owed Carnegie Mellon University ("CMU") an aggregate of $396,401 under previous repayment agreements for the patent costs related to the Licensed Technology (Note 14). To settle this amount, Sharp Edge paid $198,200 in cash and issued an unsecured convertible promissory note (the "Settlement Note") for a principal of $201,174 effective December 31, 2021, bearing interest at 6% per annum and maturing in a year. Sharp Edge and CMU subsequently renewed the Settlement note on December 31, 2022 and June 30, 2023.
For the three months ended March 31, 2024, the Company designated the final renewed and non-convertible Settlement Note as financial liabilities measured at fair value through profit and loss and initially recorded it at the transaction price on the issue dates. Due to the short-term nature of the Settlement Note and the arms-length nature of the relationship, the fair value approximates the transaction amount at each renewal date and the principal amount as at each year-end. Gain and loss arising from changes in the fair value of Settlement Note, as well as realized gain or loss resulting from renewal of the Settlement Note are included in the consolidated statement of loss and comprehensive loss in the period in which they arise.
On July 10, 2024, the Company entered into a Promissory Note with CMU to amend the Settlement Note and the previously issued convertible promissory notes, making such note a promissory note with no conversion feature. The Promissory Note had a principal balance of $231,722 and bear 6% interest rate per annum. This Promissory Note was fully repaid in cash on November 30, 2024, for $236,787.
9. Redeemable Preferred Shares
The Series A Preferred Shares comprise the redeemable preferred shares of Sharp Edge. The following schedule shows the movements of the financial instrument of redeemable preferred shares during the period:
| Redeemable Preferred Shares | |
|---|---|
| Balance January 1, 2024 | $ 4,178,659 |
| Loss from change in fair value | 506,345 |
| Realized gain on settlement | (1,747,507) |
| Conversion of preferred shares | (2,937,497) |
| Balance December 31, 2024 | - |
| Balance March 31, 2025 | $ - |
In 2019, Sharp Edge issued 739,365 shares of Series A Preferred Shares to various purchasers at $6.664 per share for gross proceeds of approximately $4,800,000, including approximately $578,000 converted from convertible notes at a conversion price of $5.331 per share, net of issuance cost of approximately $72,000. Holders of Series A Preferred Shares are entitled to receive only, when, as, and if declared by the board of directors non-cumulative dividends at 5% of the original issuance price, in preference to the Series 1 Preferred Shares (Note 10) and the Sharp Edge Shares.
Due to their redemption feature, the Series A Preferred Shares are classified as hybrid financial instruments with a financial liability host of redemption right as well as embedded derivatives that include conversion option with antidilution provisions. At initial recognition, the Company has elected to designate the entire instrument of Series A Preferred Shares to be measured at fair value through profit and loss with gain/loss of revaluation recognized in statements of loss and comprehensive loss.
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
9. Redeemable Preferred Shares (continued)
On October 18, 2024, all of the Series A Preferred Shares were converted into 2,308,269 Sharp Edge Shares in connection with closing of the Pre-Closing Financing. The fair value of the shares issued were determined using a share price based on the Pre-closing Financing (Note 1, Note 13).
To determine the fair value of the Series A Preferred Shares immediately prior to conversion on October 18, 2024, and at each reporting period end, key inputs and assumptions used in the valuation model are:
i) appropriate discount rates – credit adjusted rate for the payoff, and risk-free rate for the conversion events;
ii) volatility;
iii) duration before conversion events;
iv) probability of mandatory conversion; and
v) probability of cash redemption.
The weighted average assumptions used in calculating the fair value of the Series A Preferred Shares immediately prior to the settlement and at the reporting period-end are as follows:
| Prior to Conversion | March 31, 2024 | |
|---|---|---|
| Volatility | 83% | 83% |
| Duration (years) | 0.13 | 0.67 |
| Conversion transaction probability | 22.5% | 22.5% |
| Cash redemption probability | 77.5% | 77.5% |
| Risk free rate | 4.87% | 5.10% |
| Credit adjusted rate | 30.44% | 28.79% |
10. Share Capital
Authorized and outstanding share capital
As at March 31, 2025 and December 31, 2024, the Company and Sharp Edge, respectively, have authorized, issued, and outstanding preferred and common shares as follows:
| March 31, 2025 | December 31, 2024* | |
|---|---|---|
| Common Shares: | ||
| Shares authorized | Unlimited | Unlimited |
| Shares issued and outstanding | 28,220,847 | 28,220,847 |
*On January 27, 2025, STC completed a consolidation of its common shares on the basis of one (1) post-consolidation common share to ten (10) pre-consolidation common shares, with any resulting fractional shares rounded up to the nearest whole number ("Share Consolidation"). The common share consolidation is accounted for retrospectively in accordance with IAS 33, meaning the common shares are presented in the condensed interim consolidated financial statements are on a post-consolidation basis.
Sharp Therapeutics Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2025 and 2024 (Expressed in US dollars unless otherwise stated)
10. Share Capital (continued)
Private placements
Series 1.A
In 2010, Sharp Edge issued certain Series A Convertible Preferred Stock (later reclassified as Series 1.A Convertible Preferred Stock, a class of the Series 1 Preferred Shares (“Series 1.A Preferred Shares”) for gross proceeds of $300,000, net of issuance cost of approximately $38,000. Holders of Series 1.A Preferred Shares are entitled to receive only, when, as and if declared non-cumulative dividends at 8% of the original issuance price, in preference to holders of Sharp Edge Shares. The Series 1.A Preferred Shares are not redeemable and are classified as compound financial instruments with equity host and financial liability components that include conversion option with anti-dilution provisions as well as mandatory conversion. At initial recognition, Sharp Edge has elected to record the full transaction price to the equity host and presented in equity.
On October 18, 2024, all of the Series 1.A Preferred Shares were converted into same amount of Sharp Edge Shares as triggered by the Pre-Closing Financing and were subsequently exchanged for 936,582 Resulting Issuer Shares based on the Exchange Ratio in connections with closing of the Arrangement and the Share Consolidation that took place as discussed in Note 10.
Series 1.A-1
From 2011 to 2013, SEL issued certain Series A-1 Convertible Preferred Stock (later reclassified as Series 1.A-1 Convertible Preferred Stock, a class of the Series 1 Preferred Shares (“Series 1.A-1 Preferred Shares”)) for gross proceeds of approximately $453,000, net of issuance cost of approximately $18,000. Holders of Series 1.A-1 Preferred Shares are entitled to receive only, when, as and if declared non-cumulative dividends at 8% of the original issuance price, pari passu with the holders of Series 1.A Preferred Shares and in preference to holders of Sharp Edge Shares. The Series 1.A Preferred Shares are not redeemable and are classified as compound financial instruments with equity host and financial liability components that include conversion option with anti-dilution provisions as well as mandatory conversion. At initial recognition, SEL has elected to record the full transaction price to the equity host and presented in equity.
On October 18, 2024, all the Series 1.A-1 Preferred Shares were converted into same amount of Sharp Edge Shares in connection with closing of the Pre-Closing Financing and were subsequently exchanged for 1,131,141 Resulting Issuer Shares based on the Exchange Ratio pursuant to the Arrangement and the Share Consolidation that took place as discussed in Note 10.
Series 1.B
In 2014, SEL issued certain Series B Participating Preferred Stock (later reclassified as Series 1.B Participating Convertible Preferred Stock, a class of the Series 1 Preferred Shares (“Series 1.B Preferred Shares”)) to various purchasers for gross proceeds of approximately $917,000, including approximately $392,000 converted from convertible notes (with the conversion prices discounted as set forth therein), net of issuance cost of approximately $29,000.
In 2015, SEL issued certain Series 1.B Preferred Shares for gross proceeds of $188,800. In connection with this offering, SEL issued a warrant to purchase shares of a future series of preferred stock, with the number of such shares and the exercise price calculated as set forth therein, for a period of 10 years. The warrants are classified as warrant liability. The terms of the Preferred Share Warrants result in liability classification relating to the conversion of Preferred Share Warrants to Preferred Shares, which arises due to the uncertainty on conversion price and conversion ratio at the time of issuance. Proceeds from the private placement were first allocated to warrant liability based on its fair value with residual allocated to share capital.
16
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
10. Share Capital (continued)
Private placements (continued)
Series 1.B (continued)
Holders of Series 1.B Preferred Shares are entitled to receive only, when, as and if declared non-cumulative dividends at 8% of the original issuance price, pari passu with the holders of Series 1.A Preferred Shares and holders of Series 1.A-1 Preferred Shares, and in preference to holders of Sharp Edge Shares. The Series 1.B Preferred Shares are not redeemable and are classified as compound financial instruments with equity host and financial liability components that include conversion option with anti-dilution provisions as well as mandatory conversion. At initial recognition, SEL has elected to record the full transaction price to the equity host and presented in equity.
On October 18, 2024, all the Series 1.B preferred shares were converted into same amount of SEL common shares as triggered by the Pre-Closing Financing and were subsequently exchanged for 2,659,487 Resulting Issuer Shares based on the Exchange Ratio in connections with closing of the Arrangement and the Share Consolidation that took place as discussed in Note 10.
Series 1.C
In 2017, Sharp Edge issued certain Series C Convertible Preferred Stock (later reclassified as Series 1.C Convertible Preferred Stock, a class of the Series 1 Preferred Shares (“Series 1.C Preferred Shares”) for gross proceeds of approximately $2,400,000, including approximately $859,000 converted from convertible notes, net of issuance cost of approximately $61,000. In connection with this offering, SEL also issued warrants (“Preferred Share Warrants”) to purchase Series 1.C Preferred Shares. Holders of Series 1.C Preferred Shares are entitled to receive only, when, as and if declared non-cumulative dividends at 6% of the original issuance price, in preference to holders of Series 1.B Preferred Shares, Series 1.A-1 Preferred Shares, Series 1.A Preferred Shares, and holders of Sharp Edge Shares. Both the Series 1.C Preferred Shares and Preferred Share Warrants are classified as equity. Proceeds from the private placement were allocated to share capital and the warrants based on the relative fair value of the proceeds. In 2022, the Preferred Share Warrants were exercised for Series 1.C Preferred Shares or allowed to expire pursuant to their terms.
On October 18, 2024, all Series 1.C preferred shares were converted into same amount of SEL common shares as triggered by the Pre-Closing Financing and were subsequently exchanged for 5,218,760 Resulting Issuer Shares based on the Exchange Ratio in connections with closing of the Arrangement and the Share Consolidation that took place as discussed in Note 10.
Common shares
The Company has an unlimited number of common shares authorized for issuance.
On October 18, 2024, Sharp Edge completed the Pre-Closing Financing discussed in Note 1 and issued Units for gross proceeds of $5,000,000. The Units were issued at the original price of $1.457430 per unit (adjusted from $4.55 per unit for the Share Consolidation and Exchange Ratio). Each Unit entitles the holder to receive one Sharp Edge Share and a Sharp Edge Warrant to purchase one-half of a Sharp Edge Share. The price of the Sharp Edge Share within the Unit is determined by bifurcating the Unit into its components by simultaneously determining the value of the Sharp Edge Warrant using the Black-Scholes valuation model and the implied common share price of the Sharp Edge Share which, together with the Sharp Edge Warrant, equal the Unit price of $1.457430 per unit (adjusted from $4.55 per unit for the Share Consolidation and Exchange Ratio). Details on the Sharp Edge Warrants, including fair value methodology and key inputs into the Black-Scholes model, are discussed in Note 11.
On March 31, 2025 and December 31, 2024, the Company has 28,220,847 common shares issued and outstanding based on the Exchange Ratio pursuant to the Arrangement and the Share Consolidation that took place as discussed in Note 10.
17
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
11. Share-based Payments
Options
For the three months ended March 31, 2025 and year ended December 31, 2024, the Company has an equity incentive plan (the "Plan") whereby the board of directors may grant stock options ("Replacement Options") to employees, directors, consultants, and other independent contractors who provide bona fide services to the Company to purchase and acquire up to 10% of the issued and outstanding shares of the Company. The exercise price for a Replacement Option will not be less than 100% of the fair market value per share of the Company as of the date of the Replacement Option grant. Replacement Options that may be granted under the Plan must be exercisable over a period not exceeding 10 years. The Company records an expense and credits contributed surplus for all Replacement Options granted. The Replacement Options granted to employees, directors, and officers typically vest as one-fourth on the first anniversary of the grant date and then evenly over the next 36 months after the first anniversary of the grant date.
On December 11, 2024, all 85,452 EVP Capital options outstanding were deemed to be exchanged for 85,452 Replacement Options to purchase Resulting Issuer Shares from the Company.
The following table summarizes the continuity of the Company's options at March 31, 2025 and December 31, 2024, respectively, and the changes for the periods ended:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Outstanding, January 1, 2024 | 1,578,783 | $ 0.51 |
| Deemed grant of EVP Capital options | 85,452 | 0.71 |
| Cancelled | (170,301) | 0.16 |
| Outstanding, December 31, 2024 | 1,493,934 | $ 0.57 |
| Granted | 174,186 | 1.53 |
| Outstanding, March 31, 2025 | 1,668,120 | $ 0.67 |
*Adjusted for the Exchange Ratio defined in Note 1 and the Share Consolidation discussed in Note 10.
| Grant date | Exercise Price | Number Outstanding* | Number Exercisable* | Expiry Date |
|---|---|---|---|---|
| July 25, 2015 | $0.18 | 6,322 | 6,322 | July 25, 2025 |
| September 29, 2015 | 0.18258 | 31,335 | 31,335 | September 29, 2025 |
| October 19, 2015 | 0.19219 | 62,670 | 62,670 | October 19, 2025 |
| May 23, 2017 | 0.25945 | 160,842 | 160,842 | May 23, 2027 |
| June 23, 2017 | 0.25945 | 62,439 | 62,439 | June 23, 2027 |
| April 29, 2019 | 0.65344 | 920,972 | 920,972 | April 29, 2029 |
| October 10, 2019 | 0.65344 | 37,463 | 37,463 | October 10, 2029 |
| January 19, 2022 | 0.65344 | 126,439 | 65,751 | January 19, 2032 |
| August 4, 2023 | 0.71 | 85,452 | 85,452 | August 4, 2033 |
| January 30, 2025 | 1.53 | 174,186 | - | January 30, 2033 |
| 1,668,120 | 1,433,246 |
*Adjusted for the Exchange Ratio defined in Note 1 and the Share Consolidation discussed in Note 10.
As at March 31, 2025, the weighted average remaining life of the Company's options was 4.65 years (December 31, 2024 – 4.27). The weighted average price of the Company's options vesting in the three months ended March 31, 2025 was $0.67 (December 31, 2024 – $0.57). Stock options may expire at an earlier date upon termination of services.
18
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
11. Share-based Payments (continued)
Options (continued)
Share-based payments are determined using the Black-Scholes option pricing model. During the three months ended March 31, 2025, the Company recognized share-based payments of $33,120 (December 31, 2024 – $10,009) in contributed surplus. Share-based payments for non-vested options is reversed for terminated employees. The assumptions used in calculating the fair value of share-based payments for the options granted from 2015 to 2023 to directors, officers and employees are as follows: risk-free interest rate between 1.67% to 2.82%, dividend yield of 0%, expected volatility of 83% to 100%, and expected life of 10 years from the grant date.
Warrants
| Grant Date | Expiry Date | Exercise Price | Outstanding Warrants, January 1, 2024* | Granted | Outstanding Warrants, December 31, 2024* | Outstanding Warrants, March 31, 2025 |
|---|---|---|---|---|---|---|
| 01-Jun-15 | 01-Jun-25 | $0.611800 | 61,459 | - | 61,459 | 61,459 |
| 04-Aug-23 | 04-Aug-28 | $0.71 | - | 46,000 | 46,000 | 46,000 |
| 18-Oct-24 | 18-Oct-25 | $1.457430 | - | 1,715,350 | 1,715,350 | 1,715,350 |
| 61,459 | 1,761,350 | 1,822,809 | 1,822,809 |
*Adjusted for the Exchange Ratio defined in Note 1 and the 10-to-1 shares consolidation discussed in Note 10.
The 61,549 Preferred Share Warrant issued in connection with the Series 1.B offering on June 1, 2015, was classified as warrant liability. The terms of the Preferred Share Warrant result in liability classification relating to the conversion of Preferred Share Warrant to preferred shares, which arises due to the uncertainty on conversion price and conversion ratio at the time of issuance. SEL records the preferred share warrant liability at its fair value at issuance date and subsequently remeasured using the Black-Scholes model with any gains or losses recorded in the statement of loss and comprehensive loss.
Concurrent with the closing of the Initial Public Offering of EVP Capital on August 4, 2023, warrants were issued to Canaccord Genuity Corp. (the "Agent") to purchase 46,000 EVP Capital common shares at a price of $0.71 per common share and exercisable until August 4, 2028 (the "Agent's Warrants"). The Agent's Warrants vested immediately upon the grant date and expire five years from the grant date. The Agent's Warrants are outstanding as of March 31, 2025 and December 31, 2024.
On October 18, 2024, the Company completed the Pre-Closing Financing discussed in Note 1 and issued 109,890 Units for gross proceeds of $5,000,000. The Units for were issued at a price of $1.457430 per unit (adjusted from $4.55 per unit for the Share Consolidation and Exchange Ratio). Each Unit entitled the holder to receive one Sharp Edge Share and a Sharp Edge Warrant to purchase one-half of a Sharp Edge Share. Each Sharp Edge Warrant entitled the holder thereof to purchase up to the number of Sharp Edge Shares set forth therein upon payment of $1.457430 per share (adjusted from $4.55 per share for the Share Consolidation and Exchange Ratio) on or before October 18, 2025. On October 18, 2024, Sharp Edge Warrants were issued as part of the Pre-Closing Financing, and on December 11, 2024, 1,715,350 Replacement Warrants were exchanged from the Sharp Edge Warrants and outstanding based on the Arrangement and adjusted by the share consolidation discussed in Note 10. The Sharp Edge Warrants prior to the reverse acquisition and the Replacement Warrants upon the reverse acquisition were treated as financial liabilities as discussed in the notes to the December 31, 2024 consolidated annual financial statements.
19
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
11. Share-based Payments (continued)
Warrants (continued)
On December 11, 2024 (Closing Date of the Arrangement), all Preferred Share Warrants were deemed to be exchanged for 61,459 Replacement Warrants to purchase Resulting Issuer Shares from the Company, and on December 31, 2024, 61,459 Replacement Warrants were deemed issued and outstanding adjusted by the Share Consolidation discussed in Note 10. The Preferred Share Warrants prior to the reverse acquisition and the Replacement Warrants upon the reverse acquisition were treated as financial liabilities as discussed in the notes to the December 31, 2024 consolidated annual financial statements.
Key inputs and assumptions used in the Black-Scholes valuation at each reporting date are as follows:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Range of share prices applied | $0.07 - $3.97 | $0.07 - $3.97 |
| Warrant exercise price | $0.06 - $0.15 | $0.06 - $0.15 |
| Annual volatility | 83% - 100% | 83% - 100% |
| Annual risk-free rate | 4.03% | 4.21% |
| Term | 0.17 - 0.55 years | 0.42 – 0.80 years |
The weighted average exercise price of warrants outstanding as at March 31, 2025 is $1.41 (December 31, 2024 - $1.41).
12. Expenses
General and administrative expenses are made up of the following items:
| March 31, 2025 | March 31, 2024 | |
|---|---|---|
| Listing fees | $ 8,174 | $ - |
| Salaries and wages | 119,015 | 18,132 |
| Audit and accounting | 61,438 | 24,596 |
| Legal | 116,384 | 4,540 |
| Depreciation | 26,925 | 25,636 |
| Marketing | 13,085 | 495 |
| Office and other occupancy costs | 19,154 | 11,601 |
| Insurance | 33,770 | 6,191 |
| Other | 450 | 2,250 |
| $ 398,395 | $ 93,442 |
Research and development expenses are made up of the following items:
| March 31, 2025 | March 31, 2024 | |
|---|---|---|
| Consulting | $ 555,258 | $ 271,797 |
| Salaries and wages | 292,809 | 182,338 |
| Materials | 22,008 | 41,814 |
| Other | 20,920 | 16,978 |
| $ 890,995 | $ 512,927 |
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
13. Income Taxes
The reconciliation of the combined US federal and state statutory income tax rate of 21% (2024 - 21%) to the effective tax rate is as follows for the three months ended March 31, 2025 and the year ended December 31, 2024:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Loss before income taxes | $ (3,254,555) | $ (3,260,640) |
| Statutory rate | 21% | 21% |
| Expected income tax recovery | $ (683,457) | $ (684,734) |
| Tax rate changes and other adjustments | (111,827) | 21,380 |
| Permanent difference | 507,695 | 27,475 |
| State and local tax | (103,606) | (192,896) |
| Research and development credits generated | (125,632) | (125,632) |
| Deferred true-up | 45,021 | 1,768 |
| Change in net deferred income tax assets not recognized | 471,806 | 952,639 |
| Income tax expense (recovery) | $ - | $ - |
Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax value and the carrying amounts of assets and liabilities. Details of deferred tax assets (liabilities) as at March 31, 2025 and December 31, 2024 are as follows:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Lease liabilities | 283,680 | 277,007 |
| Right-of-use asset | (283,680) | (277,007) |
| Deferred tax asset (liability) | $ - | $ - |
The non-capital loss carry forwards expires as noted in the table below. The deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.
The Company's unrecognized non-capital losses expire as follows:
| 2031 | $ 137,861 |
|---|---|
| 2032 | 357,411 |
| 2033 | 302,687 |
| 2034 | 504,433 |
| 2035 | 629,319 |
| 2036 | 567,559 |
| 2037 | 739,535 |
| 2044 | 117,390 |
| Indefinite | 15,572,678 |
| $ 18,928,873 |
14. Commitments and Contingencies
Certain technology ("Licensed Technology") under the research and development by the Company is subject to the registered patents of CMU, pursuant to a License Agreement (the "Agreement") the Company entered into with CMU in August 2011. The term of the Agreement concludes at the end of 20 years from the agreement date or on the expiration of the last-to-expire patent, whichever comes later. The Company's revenue, if derived from selling Licensed Technology, will be subject to 2.155% royalty of the net sales when the product sold incorporates the Licensed Technology. The lead compounds that the Company is developing do not contain any Licensed Technology and are not subject to the royalty payment under the Agreement.
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
15. Related Party Transactions
The Company's policy is to conduct all transactions with related parties to align with market terms and conditions. Key management personnel are those persons who have the authority and the responsibility for planning, directing, and controlling the activities of the Company and/or its subsidiaries directly or indirectly, including any external director of the Company and/or its subsidiaries. Key management includes the Company's Chief Executive Officer and its external directors.
All transactions with related parties have occurred in the normal course of business operations.
Compensation of key management during the period is as follows:
| March 31, 2025 | March 31, 2024 | |
|---|---|---|
| Salaries, social charges and other personnel expenses | $ 221,069 | $ 80,680 |
During the three months ended March 31, 2024, in connection with the secured convertible notes financing (Note 8), the Company issued convertible notes of $500,000 to a related company under the control of a director. On October 18, 2024, 10,989 warrants were issued to a related company under the control of a director as part of the Pre-Closing Financing. As at March 31, 2025 and December 31, 2024, 34,307 warrants to this related company are outstanding and classified as a current financial liability on the statement of financial position. The purpose of the secured convertible notes financing and the warrants issuance to the related company is to finance the Company and ensure the Company has sufficient funding to continue as a going concern.
As at March 31, 2025, additional amounts due to related parties of $4,445 (December 31, 2024 – $1,898) in total are included in accounts payables and accrued liabilities in the statements of financial position. The amounts are unsecured, due on demand and bear no interest. The Company also paid consulting and other fees of $56,069 for the three months ended March 31, 2025 (March 31, 2024 - $4,905) to related parties including directors and a family member of a director.
16. Capital Management
The Company's objective in managing capital is to ensure a sufficient liquidity to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Company defines capital as net equity and debt, comprised of issued common shares, preferred shares, warrants, contributed surplus and accumulated deficit, as well as loans. The Company seeks to ensure that it has sufficient cash resources to maintain its ongoing operations and finance its corporate and administration expenses, working capital and overall capital expenditures.
The Company plans to fund operations and growth through private placements of common shares and the exercise of warrants. The Company is not subject to externally imposed capital requirements.
17. Non-cash Working Capital
The change in non-cash working capital is comprised of the following for the three months ended:
| March 31, 2025 | March 31, 2024 | |
|---|---|---|
| Prepaid expenses | $ (98,229) | $ (7,791) |
| Accounts payable and accrued liabilities | (54,328) | (28,191) |
| $ (152,557) | $ (35,982) |
Sharp Therapeutics Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2025 and 2024
(Expressed in US dollars unless otherwise stated)
18. Segment Information
The determination of the Company’s operating segment is based on its organization structure and how the information is reported to the Chief Operating Decision Maker, which includes the Chief Executive Officer and the Board of Directors, on a regular basis. The Company currently operates in one single reportable operating segment, being the research and development on therapeutic treatment for genetic diseases. The Company’s business operations and its assets are primarily located in the United States of America.
19. Subsequent Event
Exercise of warrants
On April 21, 2025, three of the Company’s warrant holders exercised their warrants in their entirety by purchasing 1,715,349 common shares of the Company at $1.457430 per common share (as defined in the October 18, 2024 Common Stock Purchase Agreement from the Pre-Closing Financing, adjusted for the Exchange Ratio discussed in Note 1, and the Share Consolidation discussed above) and 1,900 common shares of the Company at CAD$1.00 per common share at a total gross proceeds amount of $2,501,900.