Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 001-41355

Sharps Technology, Inc.

(Exact name of registrant as specified in its charter)

Nevada

82-3751728

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

105 Maxess Road, Melville, New York 11747

(Address of principal executive offices) (Zip Code)

(631) 574 -4436

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	STSS	NASDAQ Capital Market
Common Stock Purchase Warrants	STSSW	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 14, 2023, the issuer had 15,274,457 shares of common stock, par value $0.0001 per share, outstanding.

SHARPS TECHNOLOGY, INC.

TABLE OF CONTENTS

		Page No.
PART I FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statement of Comprehensive Loss	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to the Condensed Consolidated Financial Statements	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM 4.	CONTROLS AND PROCEDURES	34
PART II OTHER INFORMATION		35
ITEM 1.	LEGAL PROCEEDINGS	35
ITEM 1A.	RISK FACTORS	35
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	35
ITEM 6.	EXHIBITS	34
SIGNATURES		36

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	(Unaudited)			(Audited)
Assets:
Current Assets
Cash	$	5,554,417		$	4,170,897
Prepaid expenses and other current assets		90,397			66,749
Inventories (Note 3)		1,287,149			185,804
Current Assets		6,931,963			4,423,450

Fixed Assets, net of accumulated depreciation (Notes 4 and 5)		6,912,891			7,004,890
Other Assets (Notes 5 and 6)		526,766			411,316
TOTAL ASSETS	$	14,371,620		$	11,839,656

Liabilities:
Current Liabilities
Accounts payable (Note 4)	$	901,802		$	543,226
Accrued and other current liabilities (Note 15)		505,839			311,458
Warrant liability (Notes 8 and 10)		2,176,410			1,151,838
Total Current Liabilities		3,584,051			2,006,522

Deferred Tax Liability		192,000			192,000
Total Liabilities		3,776,051			2,198,522

Commitments and Contingencies (Note 15)		-			-
		-			-
Stockholders’ Equity:
Preferred stock, $.0001 par value; 1,000,000 shares authorized; 1 share issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000, shares authorized; 15,274,457 shares issued and outstanding (2022: 9,407,415)		1,528			941
Additional paid-in capital		32,365,838			24,733,306
Accumulated other comprehensive income		275,568			214,253
Accumulated deficit		(22,047,365	)		(15,307,366	)
Total Stockholders’ Equity		10,595,569			9,641,134
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	14,371,620		$	11,839,656

The accompanying notes are an integral part of these financial statements.

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

(UNAUDITED)

	2023			2022			2023			2022
	THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
	2023			2022			2023			2022
Revenue, net	$	-		$	-			-			-

Operating expenses:
Research and development (Note 5)		225,191			457,627			783,340			1,520,870
General and administrative		2,133,167			1,339,448			6,425,154			4,401,158
Total operating expenses		2,358,358			1,797,075			7,208,494			5,922,028
Loss from operations		(2,358,358	)		(1,797,075	)		(7,208,494	)		(5,922,028	)

Other income (expense)
Interest income (expense)		17,620			11,332			94,492			(1,334,612	)
FMV adjustment on contingent stock & warrants		321,981			(635,283	)		415,958			3,443,647
Foreign currency and other		(3,587	)		22,903			(41,955	)		22,903
Total Other Income (Expense)		336,014			(601,048	)		468,495			2,131,938
Net (loss) / Gain	$	(2,022,344	)		(2,398,123	)		(6,739,999	)		(3,790,090	)

Net loss per share, basic and diluted	$	(0.17	)		(0.26	)		(0.59	)		(0.49	)
Weighted average shares used to compute net loss per share, basic and diluted		11,811,492			9,207,386			11,399,657			7,687,940

The accompanying notes are an integral part of these financial statements.

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

(UNAUDITED)

	2023			2022			2023			2022
	THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
	2023			2022			2023			2022
Net loss	$	(2,022,344	)	$	(2,398,123	)		(6,739,999	)		(3,790,090	)

Other comprehensive income:

Foreign currency translation adjustments gain/(loss)		(283,544	)		(190,863	)		61,314			(190,863	)

Comprehensive loss	$	(2,305,888	)	$	(2,588,986	)		(6,678,685	)		(3,980,953	)

The accompanying notes are an integral part of these financial statements.

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited)


	Preferred Stock				Common Stock				Common Stock Subscription		Additional Paid in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Receivable		Capital		Income			Deficit			Equity

Balance -December 31, 2022		1	$	-		9,407,415	$	941		-	$	24,733,306	$	214,253		$	(15,307,366	)	$	9,641,134

Net loss for the three months ended March 31, 2023		-		-		-		-		-		-		-			(2,111,830	)		(2,111,830	)
Shares issued in Offering		-				2,248,521		225				2,783,160		-						2,783,385
Share-based compensation charges		-		-		-		-		-		383,100		-			-			383,100
Foreign Currency Translation		-		-						-		-		270,983			-			270,983

Balance - March 31, 2023		1	$	-		11,655,936	$	1,166		-	$	27,899,566	$	485,236		$	(17,419,196	)	$	10,966,772

Net loss for the three months ended June 30, 2023		-		-		-		-		-		-		-			(2,605,825	)		(2,605,825	)
Share-based compensation charges		-		-		-		-		-		254,446		-			-			254,446
Foreign Currency Translation		-		-		-		-		-		-		73,876			-			73,876

Balance - June 30, 2023		1	$	-		11,655,936	$	1,166		-	$	28,154,012	$	559,112		$	(20,025,021	)	$	8,689,269

Net loss for the three months ended September 30, 2023		-		-		-		-		-		-		-			(2,022,344	)		(2,022,344	)
Share-based compensation charges		-		-		-				-		201,365		-			-			201,365
Shelf Registration Offering – see Note 8		-		-		3,618,521		362				2,457,642								2,458,004
Private Placement Offiering – see Note 8		-		-								1,552,819								1,552,819
Foreign Currency Translation		-		-		-				-				(283,544	)					(283,544	)
Balance - September 30, 2023		1	$	-		15,274,457	$	1,528		-	$	32,365,838	$	275,568		$	(22,047,365	)	$	10,595,569

SHARPS TECHNOLOGY, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

(Unaudited)


	Preferred Stock				Common Stock					Common Stock Subscription			Accumulated Other Comprehensive		Additional Paid in		Accumulated				Total Stockholder’s
	Shares		Amount		Shares		Amount		Income	Receivable			Income		Capital		Deficit				Equity
Balance -December 31, 2021		1	$	-		5,187,062	$	519		$	(32,500	)		-	$	13,835,882	$	(10,667,704	)		3,136,197

Net loss for the three months ended March 31, 2022		-		-		-		-			-					-		(1,869,721	)		(1,869721	)
Share-based compensation charges		-		-		-		-			-					328,460		-			328,460
Collections of common stock subscriptions		-		-							32,500			-		-		-			32,500

Balance - March 31, 2022		1	$	-		5,187,062	$	519		$	-			-	$	14,164,342	$	(12,537,425	)	$	1,627,436

Net income for the three months ended June 30, 2022		-		-		-		-			-					-		477,754			477,754

Shares issued in Initial Public Offering						3,750,000		375			-					8,974,282		-			8,974,657
Issuance of shares for contingent stock liability						235,294		24			-					495,976		-			496,000

Fractional share adjustment						59		-								-		-
Share-based compensation charges		-		-		-		-			-					365,606		-			365,606
Shares issued for services		-		-		35,000		4			-			-		60,547		-			60,551

Balance – June 30, 2022		1	$	-		9,207,415	$	922		$	-			-	$	24,060,753	$	(12,059,671	)	$	12,002,004
Balance		1	$	-		9,207,415	$	922		$	-			-	$	24,060,753	$	(12,059,671	)	$	12,002,004

Net income for the three months ended September 30, 2022		-		-		-		-			-			-		-		(2,398,123	)		(2,398,123	)
Net income (loss)		-		-		-		-			-			-		-		(2,398,123	)		(2,398,123	)
Share-based compensation charges																306,832					306,832
Foreign Currency Translastion											-			3,470							3,470
Balance – September 30, 2022		1			$	9,207,415	$	922			-			3,470		24,367,585		-			9,914,182
Balance		1			$	9,207,415	$	922			-			3,470		24,367,585		-			9,914,182

The accompanying notes are an integral part of these financial statements.

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30

(UNAUDITED)

	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,739,999	)	$	(3,790,090	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		656,100			283,189
Stock-based compensation and common stock issued for services		838,911			937,402
Accretion of debt discount		-			1,299,985
FMV adjustment for Contingent Stock		-			(181,000	)
FMV adjustment for Warrants		(415,958	)		(3,262,649	)
Equity Issuance costs		205,112			550,433
Foreign exchange gain		33,729			(8,007	)
Changes in operating assets:
Prepaid expenses and other current assets		(23,032	)		(68,445	)
Inventory		(1,039,152	)		(9,961	)
Other assets					(12,000	)
Accounts payable and accrued liabilities		339,352			(129,877)	)
Net cash used in operating activities		(6,144,937	)		(4,391,020	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets or deposits paid		(232,295	)		(579,683	)
Other assets – escrow, asset acquisition and other		(199,084	)		(2,365,576	)
Net cash used in investing activities		(431,379	)		(2,945,259	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from Initial Public Offering and additional offerings		8,029,628			14,202,975
Repayment of Note Payable		-			(2,000,000	)
Proceeds from subscriptions receivable		-			32,500
Net cash provided by financing activities		8,029,628			12,235,475

Effect of exchange rate changes on cash		(69,792	)		11,477

NET INCREASE (DECREASE) IN CASH		1,383,520			4,910,673
CASH — BEGINNING OF YEAR		4,170,897			1,479,166
CASH — END OF PPERIOD	$	5,554,417		$	6,389,839

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	47,111

Non-cash investing and financing activity:
FMV for Common Stock Issued for Contingent Shares					496,000
Common stock issued and vested stock options for fixed assets acquired	$	-		$	63,612
Common stock issued and vested stock options issued as consideration for acquisition	$	-		$	60,435

The accompanying notes are an integral part of these financial statements.

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 1. Description of Business

Nature of Business and Going Concern

Sharps Technology, Inc. (“Sharps” or the “Company”) is a pre-revenue medical device company that has designed and patented various safety syringes and is seeking commercialization by manufacturing and distribution of its products.

The accompanying condensed consolidated financial statements include the accounts of Sharps Technology, Inc. and its wholly owned subsidiaries, Safegard Medical, Kft. and Sharps Technology Acquisition Corp. collectively referred to as the “Company.” The condensed consolidated balance sheet as of September 30, 2023 and the condensed consolidated statements of operations, statements of comprehensive loss and statements of stockholders’ equity for the three and nine months ended September 30, 2023 and 2022 and the statements of cash flow for the nine months ended September 30, 2023 and 2022 (the “interim statements”) are unaudited. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and operating results for the interim periods have been made. Certain information and footnote disclosure, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted. The interim statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022 and notes thereto contained in the Company’s Form 10-K filed with the Securities and Exchange Commission. The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited financial statements at that date. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not generated revenue or cash flow from operations since inception. As of September 30, 2023, the Company had a working capital of $3,347,912 which is not expected to be sufficient to fund the Company’s planned operations for the next 12 months. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or commercialize its products into a profitable business. The Company intends to finance its commercialization activities and its working capital needs largely from the sale of equity securities and/or with additional funding from other traditional financing sources until such time that funds provided by operations are sufficient to fund working capital requirements. The unaudited condensed consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company’s fiscal year ends on December 31.

On April 13, 2022, the Company’s Initial Public Offering was deemed effective with trading commencing on April 14, 2022. The Company received net proceeds of $14.2 million on April 19, 2022 (See Note 8).

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and are expressed in U.S. dollars.

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED September 30, 2023 AND 2022

Note 2. Summary of Significant Accounting Policies (continued)

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As of September 30, 2023, the most significant estimates relate to derivative liabilities and stock-based compensation.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions.

Inventories

The Company values inventory at the lower of cost (average cost) or net realizable value. Work-in-process and finished goods inventories consist of material, labor, and manufacturing overhead. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. A reserve is established for any excess or obsolete inventories or they may be written off. At September 30, 2023 and December 31, 2022, inventory is comprised of raw materials, including packaging, work in process (components) and finished goods.

Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value.

The Company’s outstanding warrants are fair valued on a recurring basis with the trading price which could cause fluctuations in operating results at the reporting periods.

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.

Level 2

Level 2 applied to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 2. Summary of Significant Accounting Policies (continued)

Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment.

Level 3

Level 3 applied to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination for Level 3 instruments requires the most management judgment and subjectivity.

Fixed Assets

Fixed assets are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. The Company’s fixed assets consist of land, building, machinery and equipment, molds and website. Depreciation is calculated using the straight-line method commencing on the date the asset is operating in the way intended by management over the following useful lives: Building – 20 years, Machinery and Equipment – 3 -10 years and Website and Computer Systems – 3 years. The expected life for Molds is based on the lesser of the number of parts that will be produced based on the expected mold capability or 5 years.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset.

There were no impairment losses recognized during the nine months ended September 30, 2023.

Purchased Identified Intangible Assets

The Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 years. The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. The Company evaluates the carrying value of indefinite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value.

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 2. Summary of Significant Accounting Policies (continued)

Stock-based Compensation Expense

The Company measures its stock-based awards made to employees based on the estimated fair values of the awards as of the grant date. For stock option awards, the Company uses the Black-Scholes option-pricing model. Stock-based compensation expense is recognized over the requisite service period and is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. The Company recognizes forfeitures of stock-based awards as they occur on a prospective basis.

Stock-based compensation expense for awards granted to non-employees as consideration for services received is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be more reliably measured.

Derivative Instruments

The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 480”), Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

At their issuance date and as of September 30, 2023, the warrants (see Notes 8 and 10) were accounted for as liabilities as these instruments did not meet all of the requirements for equity classification under ASC 815-40 based on the terms of the aforementioned warrants. The resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations and comprehensive loss.

Foreign Currency Translation/Transactions

The Company has determined that the functional currency for its foreign subsidiary is the local currency. For financial reporting purposes, assets and liabilities denominated in foreign currencies are translated at current exchange rates and profit and loss accounts are translated at weighted average exchange rates. Resulting translation gains and losses are included as a separate component of stockholders’ equity as accumulated other comprehensive income or loss. Gains or losses resulting from transactions entered into in other than the functional currency are recorded as foreign exchange gains and losses in the consolidated statements of operations and comprehensive loss.

Comprehensive income (loss)

Comprehensive income (loss) consists of the Company’s consolidated net loss and foreign currency translation adjustments related to its subsidiary. Foreign currency translation adjustments included in comprehensive loss were not tax effected as the Company has a full valuation allowance at September 30, 2023 and December 31, 2022. Accumulated other comprehensive income (loss) is a separate component of stockholders’ equity and consists of the cumulative foreign currency translation adjustments.

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 2. Summary of Significant Accounting Policies (continued)

Basic and Diluted Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Basic EPS includes the 3,381,479 of pre-funded warrants (see Note 8). Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2023, there were 22,815,155 stock options and warrants that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been anti-dilutive for the periods presented.

Income Taxes

The Company must make certain estimates and judgments in determining income tax expenses for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period.

The provision for income taxes was comprised of the Company’s current tax liability and changes in deferred income tax assets and liabilities. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. Deferred income taxes are determined based on the differences between the financial reporting and tax basis of assets and liabilities. The Company must assess the likelihood that it will be able to recover the Company’s deferred tax assets. If recovery is not likely on a more-likely-than-not basis, the Company must increase its provision for income taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. However, should there be a change in the Company’s ability to recover its deferred tax assets, the provision for income taxes would fluctuate in the period of such change.

Research and Development Costs

Research and development costs are expensed as incurred.

Advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the related goods are delivered or the services are performed.

Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Gain contingencies are evaluated and not recognized until the gain is realizable or realized.

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 2. Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

In March 2020, the FASB issued ASC Topic 848, Reference Rate Reform. ASC Topic 848 provides relief for impacted areas as it relates to impending reference rate reform. ASC Topic 848 contains optional expedients and exceptions for applying GAAP to debt arrangements, contracts, hedging relationships, and other areas or transactions that are impacted by reference rate reform. This guidance is effective upon issuance for all entities and elections of certain optional expedients are required to apply the provisions of the guidance.

On August 5, 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. ASU 2020-06 simplifies the guidance in U.S. GAAP on the issuer’s accounting for convertible debt instruments, requires entities to provide expanded disclosures about “the terms and features of convertible instruments” and how the instruments have been reported in the entity’s financial statements. It also removes from ASC 815-40-25-10 certain conditions for equity classification and amends certain guidance in ASC 260, Earnings per Share, on the computation of EPS for convertible instruments and contracts on an entity’s own equity. An entity can use either a full or modified retrospective approach to adopt the ASU’s guidance. The ASU’s amendments are effective for smaller public business entities fiscal years beginning after December 15, 2023. The Company continues to assess all potential impact of the standard and will disclose the nature and reason for any elections that the Company makes.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, intended to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendment also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. ASU No. 2022-03 is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. For all other entities, it is effective for fiscal years, including interim periods within those fiscal years beginning after December 15, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is evaluating the adoption of the amendments and the potential impact it may have, if any, on its financial statements.

The Company does not expect the adoption of any accounting pronouncements to have a material impact on the condensed consolidated financial statements.

We reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for our operations.

Note 3. Inventories

Inventories, net consisted of the following at:

Schedule of Inventories

	September 30, 2023		December 31, 2022
Raw materials	$	226,124	$	106,088
Work in process		113,467		49,144
Finished goods		947,558		30,572
Total	$	1,287,149	$	185,804

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 4. Fixed Assets

Fixed asset, net, is summarized as follows as of:

	September 30, 2023			December 31, 2022

Land	$	245,494		$	242,240
Building		2,859,849			2,824,481
Machinery and Equipment		4,843,149			4,601,293
Computer Systems and Website & Other		290,661			16,600
Total Fixed Assets		8,239,153			7,684,614
Less: accumulated depreciation		(1,326,262	)		(679,724	)
Fixed asset, net	$	6,912,891		$	7,004,890

Depreciation expense of fixed assets for the nine months ended September 30, 2023 and 2022 was $646,538 net of foreign currency impacts and $280,053 respectively. Substantially, all the Company’s fixed assets are located at the Company’s Hungary location.

During the nine months ended September 30, 2022, the Company recorded $63,612 in fixed asset costs relating to the estimated fair market value for options granted in 2021 for the acquired machinery. As of September 30, 2023, the Company has $100,000 in remaining payments for machinery purchased, which is included in accounts payable.

Note 5. Asset Acquisition

Safegard Medical, Kft

In June 2020, the Company entered into a Share Purchase Agreement (“Agreement”) with Safegard Medical, Kft (“Safegard”) and amendments to the Agreement, collectively, the Agreements, to purchase either the stock or certain assets of a manufacturing facility for $2.5M in cash, plus additional consideration of 28,571 shares of common stock with an estimated fair market value of $7.00, 35,714 stock options with an exercise price of $7.00 and 50,000 stock options with an exercise price of $4.25. The purchase price includes the fair market value of the common stock of $200,000 and the vested options of $183,135. The Agreements provided the Company various periods for due diligence and post due diligence, requirements for escrow payments through the closing date (“Closing Date”).

Through the Closing Date, the Agreements provided the Company with the exclusive use of the facility in exchange for payment of the facility’s operating costs. The monthly fee (“Operating Costs”), which primarily covered the facility’s operating costs, was mainly comprised of the seller’s workforce costs, materials and other recurring monthly operating cost.

During the three and nine months ended September 30, 2022, the Company had remitted $0 and $575,000, respectively for the forementioned Operating Costs. The remittance of operating costs was discontinued after the Closing Date. These costs were included in research and development expense in the condensed consolidated statement of operations as the activities at the facility in 2022 were related to design and testing of the Company’s products.

The acquisition of Safegard, which closed on July 6, 2022, did not meet the definition of a business pursuant to ASC 805-10, and accordingly was accounted for as an asset acquisition in accordance with ASC 805-50. The cost of the acquisition was $2,936,712, including transaction costs of $53,576, with the allocation to the assets acquired on a relative fair value basis. The intangibles relate to permits and a limited workforce acquired. Under ASC 805-50, no goodwill is recognized. The operating results for Safegard are included in the consolidated balance sheet and consolidated statements of operations and comprehensive loss for the period beginning after the closing on July 6, 2022.

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 5. Asset Acquisition (continued)

The relative fair value of the assets acquired and related deferred tax liability is as follows:


Land	$	226,000
Building and affixed assets		2,648,000
Machinery		158,000
Inventory		32,000
Intangibles		64,712
Deferred tax liability		(192,000	)

Total	$	2,936,712

The useful lives for the acquired assets is Building - 20 years; Machinery – 5 to 10 years; Intangibles – 5 years. The related depreciation and amortization is being recorded on a straight-line basis.

Nephron Asset Purchase Agreement

On September 22, 2023, the Company entered into a series of agreements with Nephron and Nephron’s wholly owned subsidiary, InjectEZ, LLC, including, an asset purchase agreement (the “Asset Purchase Agreement”) to purchase certain equipment and leasehold improvements at Nephron’s facility (the “Facility”) in West Columbia, South Carolina. The Asset Purchase Agreement provides for a cash purchase price of $40,378,594 and the issuance of a five (5) year subordinated promissory note (the “Nephron Note”) to Nephron in the principal amount of $10.0 million which bears interest at 8% per annum to be paid upon the closing (the “Closing”) of the transaction. The Nephron Note will be redeemable (25% per quarter) during the first year if Nephron’s syringe purchase orders result in revenue of at least $7,500,000 per quarter during the first year. The Company will also issue Nephron warrants to purchase 4% of the Company’s common stock on a fully diluted basis (the “Nephron Warrants”) exercisable for a five-year period at an exercise price of $1.56 per share. The closing of the Asset Purchase Agreement is contingent on the Company obtaining the necessary funding to consummate the acquisition and to fund the costs of production.

In conjunction with the execution of the above Asset Purchase Agreement, on September 19, 2023, the Company entered into a ten-year Purchase Agreement with Nephron whereby Nephron agreed to utilize the Sharps as its exclusive pre-filled COC syringe manufacturer and to purchase a minimum aggregate of $450.0 million of syringes over the term of the Purchase Agreement. The Purchase Agreement contains specific quantities of products required to be purchased from the Company during the term of the Purchase Agreement. The Purchase Agreement provides that Nephron will make an initial purchase order of $32.0 million upon the closing of the Asset Purchase Agreement. The effectiveness of the Purchase Agreement is subject to the closing of the Asset Purchase Agreement (the “Closing”) Closing.

Note 6. Other Assets

Other assets as of September 30, 2023 and December 31, 2022 are summarized as follows:

Schedule of Other Assets

	2023		2022
Intangibles, net		52,818		62,480
Deposits or advance payments on machinery, molds, components, or technology (see Note 15)		473,578		336,466
Other		370		12,370
Other assets	$	526,766	$	411,316

Intangibles are related to the Asset Acquisition (see Note 5) and consist of an acquired workforce and permits. Amortization for the nine months ended September 30, 2023 and 2022 was $10,594 and $3,136, respectively.

Note 7. Note Purchase Agreement

On December 14, 2021, the Company entered into a Note Purchase Agreement (“NPA”) with three unrelated third-party purchasers (“Purchasers”). The Purchasers provided financing to the Company in the form of bridge financing, aggregating principal of $2,000,000 (the “Notes”). The principal under the Notes shall be payable on the earlier of (i) December 14, 2022, and (ii) the date on which the Company consummates an initial public offering (“IPO”), herein referred to as the “Maturity Date”. The Notes bore interest at 8% with interest payments due monthly. The Company and the Purchasers had entered into a Security Agreement whereby the Notes were collateralized by substantially all the assets of the Company, both tangible and intangible both currently owned with stated exclusions, as defined, and any future acquired with stated exclusions, as defined.

The NPA provided for covenants that until all of the Notes have been converted, exchanged, redeemed or otherwise satisfied in accordance with their terms, the Company shall not, and the Company shall not permit any of its subsidiaries without the prior written consent of the Purchasers: a) incur or guarantee any new debt, b) issue any securities that would cause a breach or default under the NPA, c) incur any liens other than permitted, d) redeem or repurchase shares, e) declare or pay any cash dividend or distribution, e) sell, lease or dispose of assets other than in the ordinary course of business, or f) engage in different line of business.

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 7. Note Purchase Agreement (continued)

As additional consideration to the Purchasers for providing the financing, the Company also agreed to a) issue each Purchaser a number of shares of the Company’s Common Stock equal to 50% of the original principal amount of each Purchaser’s Note (the “Contingent Stock”) and b) issue each Purchaser a number of warrants, which would allow the Purchasers to purchase additional shares of the Company’s Common Stock, equal to 50% of the original principal amount each Purchaser’s Note for a term of 5.0 years (the “Contingent Warrants”).

For both the Contingent Stock and the Contingent Warrants, the number of shares and warrants that each Purchaser will be issued was unknown at the time of the NPA and was determined based on a formula of 50% of the original principal amount divided by a “Subsequent Offering Price” based on the valuation in a future offering of Common stock or other equity interest in the Company (such offering referred to as a “Consummated Offering”) during the period beginning on December 14, 2021 through and including the date the Company consummates an initial public offering (“IPO”) (such period referred to as the “Subsequent Offering Period”).

In accordance with ASC 480-10-25-14, a fixed monetary amount exists at inception for the total value of Contingent Stock that may be issued to each Purchaser. The Contingent Stock is not considered outstanding at inception, as it will only be issued upon the consummation of a Consummated Offering, and accordingly, is a conditional obligation. As such the fair market value (“FMV”) of the Contingent Stock at inception was $677,000, which was recorded as debt discount. Similarly, a fixed monetary amount further exists at inception for the total value of Contingent Warrants that may be issued to each Purchaser. Accordingly, a conditional obligation exists and as such the FMV of Contingent Warrants at inception was $585,000, which was recorded as debt discount. The Company incurred $197,500 of debt issuance costs associated with the NPA. The debt issuance costs were allocated between the Notes, Contingent Stock and Contingent Warrants in a manner that was consistent with the allocation of the proceeds of the Notes. The portion of the debt issuance costs which were allocated to the Contingent Stock and Contingent Warrants, which was $124,460, was expensed during the year ended December 31, 2021. The debt issuance costs allocated to the Notes were recorded as a debt discount.

The Contingent Stock and Contingent Warrant liabilities were measured at FMV on the date of issuance (based on the Black-Scholes valuation model).

At inception, the Notes were recorded at the net amount of approximately $665,000, after adjusting for debt discounts of approximately $1,335,000 relating to the debt issuance costs, Contingent Stock and Contingent Warrants. Management calculates the effective interest rate (“EIR”) to consider the potential repayment at redemption date by reference to the face value amount after taking into account the stated 8% interest rate. In 2022, through for the three months ended March 31, 2022, the Company recorded interest expense of $39,111 and accreted interest of $206,417 The Company repaid the $2,000,000 in Notes with proceeds from the IPO that closed on April 19, 2022.

The value of the Contingent Stock and Contingent Warrants was required to be re-measured at FMV at each reporting date, using either the Black-Scholes valuation model or other valuation method, if deemed more appropriate, with recognition of the changes in fair value to other income or expense in the consolidated statement of operations in accordance with ASC 480, Debt and Equity. For the three months ended March 31, 2022, the Company recorded a $287,000 fair market (FMV) charge to reflect the increase in the Contingent Stock and Contingent Warrants. On April 19, 2022, the Company issued 235,295 shares of Common Stock to settle the Contingent Stock liability, re-measured the liability at its estimated FMV based on the stock’s trading price and reclassified $496,000 to Common Stock Par Value and Additional Paid in Capital.

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 7. Note Purchase Agreement (continued)

In connection with the closing of the IPO, 235,295 warrants were issued to settle the Contingent Warrant liability (“Note Warrants”) with an exercise price of $4.25. The terms of the Note Warrants continue to require classification as a liability under ASC 815 with recognition of the changes in fair value to other income or expense in the consolidated statement of operations in accordance with ASC 480 Debt and Equity. (See Note 8 and 10).

Note 8. Stockholders’ Equity

Capital Structure

On December 11, 2017, the Company was incorporated in Wyoming with 20,000,000 shares of common stock authorized with a $0.0001 par value. Effective, April 18, 2019, the Company’s authorized common stock was increased to 50,000,000 shares of common stock. The articles of incorporation also authorized 10,000 preferred shares with a $0.001 par value.

Effective March 22, 2022, the Company completed a plan and agreement of merger with Sharps Technology, Inc., a Nevada corporation (“Sharps Nevada”). Pursuant to the merger agreement, (i) the Company merged with and into Sharps Nevada, (ii) each 3.5 shares of common stock of the Company were converted into one share of common stock of Sharps Nevada and (iii) the articles of incorporation and bylaws of Sharps Nevada, became the articles of incorporation and bylaws of the surviving corporation. The Company’s authorized common stock and preferred stock increased from 50,000,000 to 100,000,000 and 10,000 to 1,000,000 shares, respectively. The par value of preferred stock decreased from $0.001 to $0.0001 per share.

Common Stock

On September 29, 2023, the Company completed two simultaneous offerings and received aggregate gross proceeds of approximately $5.6 million, before expenses to the placement agent and other offering expenses of $716,000.

The first offering, the securities purchase agreement offering (the “Shelf Offering”) with institutional investors and the Company resulted in the Company receiving net proceeds from the Shelf Offering and the sale of pre-funded of approximately $2.5 million, includes the value of the pre-funded warrants recorded in APIC, net of $362,000 in fees relating to the placement agent and other offering expenses. The Shelf Offering was priced at the market under Nasdaq rules. In connection with the Shelf Offering, the Company issued 3,618,521 shares of common at a purchase price of $0.64 per unit and 800,000 pre-funded warrants at $0.639 per pre-funded warrants. The exercise price of the pre-funded warrants will be $0.001 per share.

The second offering, the securities purchase agreement offering (“Private Placement”) with institutional investors and the Company received net proceeds from the Private Placement of approximately $2.4 million, net of $354,000 in fees relating to the placement agent and other offering expense. In connection with the Private Placement, the Company issued: (i) 2,581,479 PIPE Shares (or PIPE Pre-Funded Warrants in lieu thereof) and (ii) PIPE Warrants (non-trading) to purchase 8,750,003 shares of our common stock, at a combined purchase price of $1.074 per unit (or $1.073 per pre-funded unit). The PIPE Warrants have a term of five and one-half (5.5) years from the issuance date and are exercisable for one share of common stock at an exercise price of $0.64. The net proceeds, after reflecting par value, has been recorded in Additional Paid in Capital of $1.6 million and with respect to the PIPE Warrants recorded as a liability under ASC 815 of $985,204. On October 16, 2023, the Company filed an S-1 (Resale) Registration Statement in connection with the Private Placement and on October 26, 2023 the S-1 went effective. (See Notes 8 and 10)

On February 3, 2023, the Company completed a securities purchase agreement (“Offering”) with institutional investors and received net proceeds from the Offering of approximately $3.2 million, net of $600,000 in fees relating to the placement agent and other offering expenses. The Offering was priced at the market under Nasdaq rules. In connection with the Offering, the Company issued 2,248,521 units at a purchase price of $1.69 per unit. Each unit consisted of one share of common stock and one non-tradable warrant (“Offering Warrants”) exercisable for one share of common stock at a price of $1.56, adjusted to $0.64 at September 29, 2023, based on anti-dilution terms in the warrants and a term of five years. The Offering Warrants have a term of five years from the issuance date. On February 13, 2023, the Company filed an S-1 (Resale) Registration Statement in connection with the Offering and on April 14, 2023, an Amendment to the S-1 was filed and went effective. The net proceeds, after reflecting par value, has been recorded in Additional Paid in Capital of $2.8 million and with respect to the Warrants as a liability under ASC 815 of $455,326. (See Note 10)

On April 13, 2022, the Company’s initial public offering (“IPO”) was declared effective by the SEC pursuant to which the Company issued and sold an aggregate of 3,750,000 units (“Units”), each consisting of one share of common stock and two warrants, to purchase one share of common stock for each whole warrant, with an initial exercise price of $4.25 per share, adjusted to $1.56 at February 3, 2023 and to $0.64 at September 29, 2023, based on anti-dilution terms in the warrants, and a term of five years. In addition, the Company granted Aegis Capital Corp., as underwriter a 45-day over-allotment option to purchase up to 15% of the number of shares included in the units sold in the offering, and/or additional warrants equal to 15% of the number of Warrants included in the units sold in the offering, in each case solely to cover over-allotments, which the Aegis Capital Corp. partially exercised with respect to 1,125,000 warrants on April 19, 2022.

The Company’s common stock and warrants began trading on the Nasdaq Capital Market or Nasdaq on April 14, 2022. The net proceeds from the IPO, prior to payments of certain listing and professional fees were approximately $14.2 million. The net proceeds, after reflecting par value, has been recorded in Additional Paid in Capital of $9.0 million and with respect to the Warrants as a liability under ASC 815 of $5.2M. (See Note 10)

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 8. Stockholders’ Equity (continued)

During the period April 1, 2022 through December 31, 2022, the Company issued 235,000 shares of common stock at the trading stock price in connection with services provided to the Company and recorded a charge of $290,551, In addition, the Company issued 235,295 shares of common stock relating to the Note Purchase agreement. (See Note 7)

Warrants

In connection with an advisory services arrangement entered into in April 2023, the Company issued 225,000 and 360,000 warrants during the three months and nine months ended September 30, 2023 at an exercise price of $1.56. The warrants have a three-year term and were fully vested on issuance. The FMV of the warrants was $22,470 and $42,306 for the three and nine months ended September 30, 2023 computed using the Black Sholes valuation model with the following assumptions: a) volatility of 37.45% to 44.83%, three-year term, risk free interest rate of 3.58% to 4.43% and 0% dividend rate.

In connection with the Private Placement in September 2023, the Company issued 8,750,003 non-trading PIPE Warrants as a component of the Unit as noted in Common Stock above. The PIPE Warrants were recorded at the FMV, computed using the Black Sholes valuation method with the following assumptions: volatility of 45.30%, five and one-half (5.5) year term, risk free interest rate 4.48% and 0% dividend rate. The PIPE Warrant’s liability requires remeasurement at each reporting period. The PIPE Warrants are classified as a liability based on ASC 815. At the issuance date and September 30, 2023 the liability was $985,204. (See Note 10).

In connection with the Offering in February 2023, the Company issued 2,248,521 non-trading warrants Offering Warrants as a component of the Unit as noted in Common Stock above. The Offering Warrant’s liability requires remeasurement at each reporting period. The Offering Warrants were recorded at the FMV, computed using the Black Sholes valuation method with the following assumptions: volatility of 41.24%, 5 term, risk free interest rate 3.71% and 0% dividend rate. At September 30, 2023, the FMV of the Offering Warrants, computed using the Black Sholes valuation method with the following assumptions volatility of 45.31%, 4.36 year term, risk free interest rate 4.54% and 0% dividend rate The Offering Warrants are classified as a liability based on ASC 815. At the issuance date the liability was $455,326 and at September 30, 2023 the liability was $216,573. During the three and nine months ended September 30, 2023, the Company recorded a FMV gain adjustment of $56,172 and $238,752. (See Note 10).

In connection with the IPO in April 2022, the Company issued 7,500,000 warrants (Trading Warrants) as a component of the Units and 1,125,000 warrants to the underwriter (Overallotment Warrants), as noted in Common Stock above. The Trading and Overallotment Warrants were recorded at the FMV, being the trading price of the warrants, on the IPO effective date and the Warrants are classified as a Liability based on ASC 815. The Warrant liability requires remeasurement at each reporting period. At the IPO, the liability was $5,778,750 and at December 31, 2022 the liability was $1,121,250. During the three and nine months ended September 30, 2023, the Company recorded an FMV gain adjustment of $258,750 and $172,500, respectively. During the three and nine months ended September 30, 2022, the Company recorded a FMV gain (loss) adjustment of $(618,413) and $2,760,000, respectively. (See Note 10).

The Company has issued 235,295 Warrants (“Note Warrants”) to the Purchasers of the Notes on April 19, 2022. The Note Warrants have an exercise price of $4.25 and a term of five years. At the issuance date, the liability was $157,647 and through the year ended December 31, 2022, the Company recorded a FMV gain of $127,059. During the three and nine months ended September 30, 2023, the Company recorded a FMV gain/(loss) adjustment of $7,059 and $4,706, respectively and the warrant liability was $25,882 at September 30, 2023. During the three and nine months ended September 30, 2022, the Company recorded a FMV gain (loss) adjustment of $ (16,870) and $75,295, respectively. (See Notes 8 and 10).

The underwriter received 187,500 warrants in connection with the IPO for a nominal cost of $11,250. The Warrants have an exercise price of $5.32 and are exercisable after October 9, 2022. The FMV at the date of issuance was $228,750 computed using the Black Sholes valuation model with the following assumptions: a) volatility of 93.47%, five-year term, risk free interest rate 2.77% and 0% dividend rate. The estimated FMV was classified as additional issuance costs.

Note 9. Preferred Stock

In February 2018, the Company Board of Directors issued one share of Series A Preferred Stock to Alan Blackman, the Company’s co-founder and Director. The Series A Preferred Stock entitles the holder to vote on any matters related to the election of directors and was reduced from 50.1% at December 31, 2021 to 29.5%, effective with the IPO. The Series A Preferred Stock has no right to dividends, or distributions in the event of a liquidation and is not convertible into common stock. In the event the Company is sold during the two-year period following completion of IPO at a price per share of more than 500% of the initial offering price per Unit in the IPO, the Series A Preferred Stock, as in effect upon completion of the IPO, will entitle the holder to 10% of the total purchase price. (See Note 15)

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 10. Warrant Liability

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented as a Warrant liability in the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed consolidated statements of operations. (See Notes 7 and 8)

The Warrant liability at September 30, 2023 (See Note 8 – Warrants) was as follows:

Schedule of Warrant Liability


Trading and Overallotment Warrants	$	948,750
Note Warrants		25,882
Offering Warrants: February 2023		216,573
Offering Warrants: September 2023		985,204
Total Warrant liability	$	2,176,410

The Warrants outstanding at September 30, 2023 are as follows:

Schedule of Warrant Outstanding


Trading and Overallotment Warrants			8,812,500
Note warrants			235,295
Offering Warrants – February 2023			2,248,521
Offering Warrants – September 2023			8,750,003
Warrants issued for services arrangement			360,000
Total Warrants Outstanding			20,406,319

The following table presents the changes in the Warrant liability of the Level 1 warrants issued on April 14, 2022, the effective date of the IPO measured at fair value from December 31, 2022 and the changes in the Offering Warrants liability of the Level 2 warrants issued on February 6, 2023 and September 29, 2023 through September 30, 2023.

	Total

FMV of Note Warrants	$	30,588
FMV of Trading and Overallotment Warrants		1,121,250
FMV of Offering Warrants: February 2023, at issuance		455,326
FMV of Offering Warrants: September 2023, at issuance		985,204
Change in fair value of warrant liability for the nine months ended September 30,2023		(415,958	)

Fair Value at September 30, 2023	$	2,176,410

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 11. Stock Options

A summary of options granted and outstanding is presented below.

	September 30, 2023
	Options			Weighted Average Exercise Price
Outstanding at Beginning of year		1,358,122		$	4.37
Granted		1,065,000			1.35
Forfeited		(14,286	)		1.75
Outstanding at end of period		2,408,836		$	3.03

Exercisable at end of period		1,775,243		$	3.57

The following is the summary of option grants in 2023.

	1)	During the three months ended March 31, 2023 , the Company granted five-year options (the “Options”) to purchase a total of 975,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to its directors, executive officers, employees and consultants pursuant to the Company’s. 2022 and 2023 Equity Incentive Plans. The Options are exercisable at $1.37 per share which was the closing price on January 25, 2023. Of the Options granted, Options to purchase an aggregate of 495,000 shares of Common Stock were issued to executive officers Options to purchase an aggregate of 455,000 shares of Common Stock were issued to directors and Options to purchase an aggregate of 25,000 shares of Common Stock to employees and a consultant. In connection with an employment agreement Company granted five-year options to purchase 50,000 shares of common stock in February 2023 under the 2022 Equity Incentive Plan. (See Note 15).

	2)	During the three months ended September 30, 2023, the Company granted 40,000 to an employee and a consultant under the 2023 Equity Incentive Plan.

On January 25, 2023, the Company’s Board of Directors adopted the 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan provides for the issuance of up to 1,400,000 options and/or shares of restricted stock to be available for issuance to officers, directors, employees and consultants. The 2023 Plan is subject to shareholder approval at the annual meeting.

As of September 30, 2023, there was $576,655 in unrecognized stock-based compensation related to unvested stock options, which is expected to be recognized over a weighted average period of forty-three months.

Exercise Prices		Shares Outstanding		Weighted Average Remaining Contractual Life		Shares Exercisable
$	.43 to .48		40,000		4.83		9,731
$	1.21		307,500		3.67		237,052
$	1.30		50,000		4.46		31,250
$	1.37		975,000		4.42		490,000
$	1.39		10,000		4.00		10,000
$	1.75		54,286		2.50		54,286
$	2.80		141,429		3.00		141,429
$	4.25		50,000		3.75		50,000
$	4.38		244,286		1.50		244,286
$	7.00		536,335		2.25		507,209

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 11. Stock Options (continued)

For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $178,895 and $796,606, respectively, recorded in general and administrative.

For the three months ended September 30, 2022, the Company recognized stock-based compensation expense of $287,298, of which $264,269 and $23,029 was recorded in general and administrative and research and development expenses, respectively. For the nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $876,851, of which $803,640 and $73,211 was recorded in general and administrative and research and development expenses, respectively.

Further, for the three and nine months ended September 30, 2022, the Company recorded stock-based charges of $19,534 and $60,435, respectively, relating to an Acquisition. Further, for the three months ended March 31, 2022, the Company recorded stock-based charges relating to consideration for purchase of machinery of $63,512 (see Note 4).

The fair value of stock option awards accounted for under ASC 718 was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions for the options granted during the nine months ended September 30, 2023:

Expected term (years)	2.88 to 3.25
Expected volatility	75.40% to 89.93		%
Risk-free interest rate	3.71% to 4.27		%
Dividend rate		0	%

Note 12. Income Taxes

At the end of each interim reporting period, the Company estimates its effective tax rate expected to be applied for the full year. This estimate is used to determine the income tax provision or benefit on a year-to-date basis and may change in subsequent interim periods. Accordingly, the Company’s effective tax rate for the three and nine months ended, September 30, 2023 was 0%, compared to the effective tax rate of 0% for the three and nine months ended September 30, 2022. The Company’s effective tax rates for both periods were affected primarily by a full valuation allowance on domestic net deferred tax assets.

Note 13. Related Party Transactions and Balances

As of September 30, 2023 and December 31, 2022, accounts payable and accrued liabilities include $68,500 and $105,667, respectively, payable to officers and directors of the Company. The amounts are unsecured, non-interest bearing and are due on demand (See Note 15).

Note 14. Fair Value Measurements

The Company’s financial instruments include cash, accounts payable, notes payable, contingent stock and warrant liability and warrant liability. Cash and warrant liability are measured at fair value. Accounts payable and notes payable are measured at amortized cost and approximates fair value due to their short duration and market rate for similar instruments, respectively.

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 14. Fair Value Measurements (continued)

As of September 30, 2023, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the Company’s consolidated balance sheet:

	Level 1		Level 2		Level 3		Total

Assets
Cash	$	5,554,417		-		-	$	5,554,417
		-		-		-
Total assets measured at fair value	$	5,554,417		-			$	5,554,417

Liabilities
Warrant liability	$	974,633		1,201,777		-	$	2,176,410

Total liabilities measured at fair value	$	974,633		1,201,777		-	$	2,176,410

Note 15. Commitments and Contingencies

Fixed Assets and Other

At September 30, 2023, the Company has outstanding orders to purchase equipment, mold and component parts for research and development of $459,463 of which advance payments of $216,714 have been made and recorded in Other Assets (See Note 6).

Contingencies

At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company is currently not involved in any material litigation or other loss contingencies.

Royalty Agreement

In connection with the purchase of certain intellectual property in July 2017, Barry Berler and Alan Blackman entered into a royalty agreement which provides that Barry Berler will be entitled to a royalty of four percent (4%) of net sales derived from the use, sale, lease, rent and export of products related to the intellectual property. The royalty continues until the patent expires or is no longer used in the Company’s product. The royalty agreement was assumed by the Company in December 2017.

In September 2018, the Royalty Agreement was amended to reduce the royalty to 2% and further provided for a single payment of $500,000 to Barry Berler within three years in return for cancellation of all further royalty obligations of the Company. In May 2019, the Royalty Agreement was further amended to change the payment date to on or before May 31, 2021 or during the term of the amended Royalty Agreement should the Company be acquired or a controlling interest be acquired. The Company has not made the aforementioned payment or incur any change in control as such the 2% royalty remains in place.

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 15. Commitments and Contingencies (continued)

Employment Agreements and Other

On August 1, 2022, the Company cancelled the consulting agreement with Alan Blackman, Co- Chairman and Chief Operating Officer and entered into an Employment Agreement which provides for annual salary of $256,000, which provides for increases, and provisions compensation adjustments, expense and tax differential reimbursements, benefits and bonuses. As of September 1, 2022, the annual salary is $320,000. At June 30, 2022, the Company approved and accrued a $250,000 bonus to Mr. Blackman for services provided in 2022, of which $65,000 was paid subsequent to December 31, 2022. The Company terminated Mr. Blackman’s Employment Agreement effective May 1, 2023. Mr. Blackman continued to serve as the Co-Chairman and a member of the Board of Directors. The parties were having preliminary settlement discussions. Subsequent to June 30, 2023, the Company and Mr. Blackman entered into a separation agreement whereby, Mr. Blackman will be paid severance payments of approximately $346,000, which was recorded as an expense and an accrued expense as of June 30, 2023, over thirteen months, continue his medical benefits for such period with a cost of approximately $29,000 which has been accrued at June 30, 2023. At September 30, 2023, the outstanding balance due Mr. Blackman is $298,000. Further, all unvested options were fully vested. In connection with the separation agreement, Mr. Blackman no longer serves as Co-Chairman or Board member and has agreed to vote his Series A Preferred Stock in favor of the election, reelection, and/or designation of each individual nominated to serve as a director on the Board of Director as shall be identified in an applicable proxy statement filed by the Company for such election of directors. Once the payments due Mr. Blackman are fully paid, the Series A Preferred Stock shall be deemed immediately cancelled and forfeited and without further consideration. The Series A Preferred shall at such time be returned to the status of an authorized but unissued share of preferred stock of the Company.

On September 30, 2022, the Company entered into a formal employment agreement, effective on such date and will continue until terminated by either party, subject to the terms of the agreement, with Andrew R. Crescenzo who has been serving as the Company’s Chief Financial Officer on a contract services basis for the last three years. The agreement provided for annual compensation of $225,000 and plus a one-time $18,750 incentive payment upon the commencement of the agreement. During the course of the term, Mr. Crescenzo will be eligible for (i) performance bonuses to be granted at the discretion of the Company’s Compensation Committee and (ii) to participate in the Company’s 2022 Equity Incentive Plan. The agreement contains customary employment terms and conditions.

In October 2022, the Company entered into a service agreement (“Service Agreement”) with an unrelated third-party for marketing and investor relations services. The Service Agreement, which has a term of one year, has various deliverables and provides payments to the third party as follows; a) an initial fee of $90,000, b) monthly fees through the term of $12,500, c) 200,000 shares of restricted common stock and d) $300,000 specifically related to digital marketing activities. As stated in Note 8, the 200,000 shares of restricted common stock were valued at $230,000, representative of the trading price on the issuance.

On February 09, 2023, the Company, appointed Justin Page, as Vice President of Technical Operations with a start date of February 15, 2023. The agreement provides for annual compensation of $235,000 and options to purchase 50,000 shares of common stock at the exercise price of $1.30, the closing price on the grant date. During the course of the term, Mr. Paige will be eligible for (i) performance bonuses to be granted at the discretion of the Company’s Compensation Committee and (ii) to participate in the Company’s Equity Incentive Plan. The agreement contains customary employment terms and conditions and provides for severance of six months if a change in control occurs, as defined.

On November 10, 2023, the Company executed an Employment Agreement with Robert Hayes, its Chief Executive Officer amending the employment letter dated September 6, 2021. The agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within ninety days prior to end of the current term. The agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The agreement provides for annual compensation retroactive to June 1, 2023 of $600,000 from $400,000 and a stated increase with the successful acquisition of InjectEZ and other terms of the acquisition agreement (See Note 5). The agreement provides for bonus compensation for: (i) closing the Nephron acquisition agreement, (ii) long-term incentives for achieving revenue targets and market caps for the Company’s stock and (iii) other Company achievements. In addition, the agreement provides for benefits and paid time off. The Company has accrued at September 30, 2023 for the compensation due retroactively of $67,000.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “we,” “us,” and “our” refer to Sharps Technology, Inc.

Forward-Looking Statements

The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.

Overview

Since our inception in 2017, we have devoted substantially all of our resources to the research and development of our safety syringe products. To date, we have generated no revenue. We have incurred net losses in each year since our inception and, as of September 30, 2023, we had an accumulated deficit of $22,047,365. Our net loss was $6,739,999 for the nine months ended September 30, 2023. Substantially all of our net losses resulted from costs incurred in connection with our research and development efforts, payroll and consulting fees, stock compensation and general and administrative costs associated with our operations, including costs incurred for being a public company since April 14, 2022. See below, Liquidity and Capital Resources and Notes to Unaudited Condensed Consolidated Financial Statements.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not generated revenue or cash flow from operations since inception. As at September 30, 2023, the Company had working capital of $3,347,912 which is not expected to be sufficient to fund the Company’s planned operations for the next 12 months. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or commercialize its products into a profitable business. The Company intends to finance its commercialization activities and its working capital needs largely from the sale of equity securities and/or with additional funding from other traditional financing sources until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

We classify our operating expenses as research and development and general and administrative expenses. We maintain a corporate office located in Melville, New York, but employees and consultants in the US work remotely and will continue to do so indefinitely. In June 2020, we entered into an agreement to acquire Safegard Medical (Safegard), a former syringe manufacturing facility in Hungary. Through the closing on July 6, 2022, we were contractually provided the exclusive use of the facility for research and development and testing in exchange for payment of the seller’s operating costs, including among others, use of Safegard’s work force, utility costs and other services.

In order to compete in the market, we must maintain inventory. Commencing in the 4^th Quarter of 2022 we have started building inventory. We require commercial quantities of inventory to secure orders. Delivery is expected shortly after receiving orders.

Research and Development

Research and development expense consists of expenses incurred while performing research and development activities for our various syringe products. We recognize research and development expenses as they are incurred. Our research and development expense primarily consist of:

●	Manufacturing and testing costs and related supplies and materials;

●	Consulting fees paid to Technology consultant

●	Operating costs that were paid to Safegard, through the acquisition date for use of Safegard’s workforce, utilities and other services, relating to the facility being utilized; and

●	Third-party costs, including engineering, incurred for development and design.

Substantially all of our research and development expenses to date have been incurred in connection with our syringe products. We expect to continue to incur research and development expense for the foreseeable future as we continue to enhance our product to meet the market requirements for our Sharps syringe product line for its various intended uses throughout the world.

On September 29, 2022, Sharps Technology entered into an agreement (the “Nephron Agreement”) with InjectEZ, LLC (“InjectEZ”), Nephron Pharmaceuticals Corporation (“NPC”), Nephron SC, Inc. (“NSC”), and Nephron Sterile Compounding Center LLC (“Sterile”) (NPC, NSC, and Sterile are sometimes collectively referred to as “Nephron”), pursuant to which Sharps was to provide technical advice and assistance to support manufacturing by InjectEZ, purchase certain quantities of syringes as they may order or require, and collaborate with Nephron on certain related business endeavors. The Nephron Agreement is for a period of four (4) years, expiring on September 28, 2026 and continues thereafter for successive one (1) year periods. The Agreement includes provisions for collaborations in the areas of Manufacturing and Supply, a Pharma Services Program, and Distribution. NPC is a West Columbia, S.C.-based company that develops and produces safe, affordable generic inhalation solutions and suspension products. NPC also operates an industry-leading 503B Outsourcing Facility division, which produces pre-filled sterile syringes, luer-lock vials, IV bottles and IV bags for hospitals across America, in an effort to alleviate drug shortage needs. NPC launched a CLIA-certified diagnostics lab in 2020 where it tests people for COVID-19 and administers vaccinations.

The Nephron Agreement also allows for further expansion of manufacturing capabilities by Sharps Technology working with Nephron to support future industry and customer demand of pre-fillable systems as detailed in the Agreement. See “Recent Developments” below.

Additionally, Sharps entered into a Pharma Services Program (PSP) with Nephron that will create new business development growth opportunities for both companies. These opportunities will include the development and sale of next generation drug delivery systems that will be produced by Sharps and can be purchased by the healthcare industry, pharmaceutical markets, as well as by Nephron.

On December 8, 2022, Sharps entered into a distribution agreement (the “Distribution Agreement”) with Nephron Pharmaceuticals pursuant to which the Sharps Technology appointed Nephron as its exclusive distributor for the sale and distribution of the products subject to the Distribution Agreement in and throughout the United States. Pursuant to the Distribution Agreement, the price of shipping products will be based on the cost of delivery to Nephron’s warehouse and the Company will pay for the cost of delivery to Nephron. The Distribution Agreement has a term of two years and will continue in effect unless either party notifies the other party of its desire to terminate. At any time and for any reason, either party can terminate the Distribution Agreement after thirty (30) days’ notice and in the event of a breach of any of the Distribution Agreement’s terms and provisions, either party can terminate the Distribution Agreement by providing 90 days written notice. The Company has the right to terminate the Distribution Agreement with 60 days written notice if certain conditions are met as set forth in the Distribution Agreement.

The Company’s collaboration will include the creation of a Pharma Services Program (PSP) designed to support Healthcare customers that need innovative solutions and products to support their business. This program will create new business development growth opportunities for both companies. We believe that these opportunities for the Company will include the development and sale of next generation drug delivery systems for Nephron products, the healthcare industry, and pharmaceutical markets. The development of the program will help create new fill/finish project opportunities that will utilize innovative packaging solutions developed by the Company. These new customer projects will help create a future pipeline of growth for both companies working together. Initial, and currently confidential, projects have been identified and will be further developed through the collaboration efforts of Nephron and the Company. The opportunity to create new innovative technologies to support Nephron and the healthcare industry would be transformative for the Company and its future.

The Company recently entered into an Asset Purchase Agreement to purchase the Inject EZ facility and a Purchase Agreement to supply Nephron with all of its required copolymer prefilled syringes which will significantly broaden our relationship with Nephron described above. See “Recent Developments”

We continue to be in discussions with healthcare companies and distributors for sales of our disposable syringe products. We intend to market these products to the US and foreign governments. In certain situations, we will also look to sell our disposable syringe products to hospitals and clinician offices as opportunities present themselves.

We expect that the Sharps Securegard product line will represent our initial disposable syringe platform to be commercially available to the market. The Securegard platform has an advanced set of features and benefits to support the needs of the market along with a high level of readiness for manufacturing and the ability to provide large commercial quantities for customers.

There have been delays in the commercialization of the Sharps Provensa product line. The Provensa product’s combination of specialized technology has created the need for further optimization related to the final assembly steps for the product. This was identified as we moved towards commercialization for the product line and the need to generate production quantities to support customer orders. This type of delay is typical with the development of new technology for the healthcare market to ensure the products are safe and effective for use every time. We are endeavoring to address all obstacles to advance the commercialization of the Provensa product line as soon as possible.

The Agreement also allows for further expansion of manufacturing capabilities by Sharps Technology working with Nephron to support future industry and customer demand of pre-fillable systems as detailed in the Agreement. See “Recent Developments” below.

On September 22, 2023, the Company entered into an Asset Purchase Agreement to purchase the Inject EZ facility and a Purchase Agreement to supply Nephron with all of its required copolymer prefilled syringes which will significantly broaden our relationship with Nephron described above. See “Recent Developments”

Recent Developments

Nephron Asset Purchase Agreement

On September 22, 2023, Sharps entered into a series of agreements with Nephron and Nephron’s wholly owned subsidiary InjectEZ, LLC. Sharps entered into an asset purchase agreement (the “Asset Purchase Agreement”) to purchase certain equipment and leasehold improvements at Nephron’s facility (the “Facility”) in West Columbia, South Carolina. The Asset Purchase Agreement provides for a cash purchase price of $40,378,594 and the issuance of a five (5) year subordinated promissory note (the “Nephron Note”) to Nephron in the principal amount of $10.0 million which bears interest at 8% per annum to be paid upon the closing (the “Closing”) of the transaction. The Nephron Note will be redeemable (25% per quarter) during the first year if Nephron’s syringe purchase orders result in revenue of at least $7,500,000 per quarter during the first year. The Company will also issue Nephron warrants to purchase 4% of the Company’s common stock on a fully diluted basis (the “Nephron Warrants”) exercisable for a five-year period at an exercise price of $1.56 per share. The closing of the Asset Purchase Agreement is contingent on the Company obtaining the necessary funding to consummate the acquisition and to fund the costs of production.

In conjunction with the execution of the Asset Purchase Agreement, on September 19, 2023, the Company entered into a ten-year Purchase Agreement with Nephron whereby Nephron agreed to utilize the Sharps as its exclusive pre-filled COC syringe manufacturer and to purchase a minimum aggregate of $450.0 million of syringes over the term of the Purchase Agreement. The Purchase Agreement contains specific quantities of products required to be purchased from the Company during the term of the Purchase Agreement. The Purchase Agreement provides that Nephron will make an initial purchase order of $32.0 million upon the closing of the Asset Purchase Agreement. The effectiveness of the Purchase Agreement is subject to the closing of the Asset Purchase Agreement (the “Closing”) Closing.

Equity Offerings

The first offering, the securities purchase agreement offering (the “Shelf Offering”) with institutional investors and the Company resulted in the Company receiving net proceeds from the Shelf Offering and the sale of Pre-Funded of approximately $2.5 million, includes the value of the pre-funded warrants recorded in APIC, net of $362,000 in fees relating to the placement agent and other offering expenses. The Shelf Offering was priced at the market under Nasdaq rules. In connection with the Shelf Offering, the Company issued 3,618,521 shares of common at a purchase price of $0.64 per unit and 800,000 pre-funded warrants at $0.639 per pre-funded warrants. The exercise price of the pre-funded warrants will be $0.001 per share.

See Notes 8 and 10 to the Unaudited Condensed Consolidated Financial Statements

Critical Accounting Policies and Significant Judgments and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements, as well as the reported revenues and expenses during the reported periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The FMV adjustments, based on the trading price of outstanding warrants classified as liabilities, could impact the operating results in the reporting periods.

Nature of Business

Nature of Business

The accompanying consolidated financial statements include the accounts of Sharps Technology, Inc. and its wholly owned subsidiary, Safegard Medical, Kft. and Sharps Technology Acquisition Corp, collectively referred to as the “Company.” All intercompany transactions and balances have been eliminated.

The Company’s fiscal year ends on December 31.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak has adversely affected workforces, economies, and financial markets globally leading to an economic downturn in certain industries and countries. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds. Management continues to monitor the situation but has not experienced a significant disruption to its product development efforts.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and are expressed in U.S. dollars.

Use of Estimates

Cash and Cash Equivalents

Inventories

Fair Value Measurements

Fair Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value.

Level 1

Level 2

Level 3

Fixed Assets

Fixed assets are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. The Company’s fixed assets consist of land, building, machinery and equipment, molds, software and website. Depreciation is calculated using the straight-line method commencing on the date the asset is operating in the way intended by management over the following useful lives: Building – 20 years, Machinery and Equipment – 3 -10 years and Software & Website – 3 years. The expected life for Molds is based lesser of the number of parts that will be produced based on the expected mold capability or 5 years.

Impairment of Long-Lived Assets

Purchased Identified Intangible Assets

When applicable, the Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. The Company evaluates the carrying value of indefinite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value.

Stock-based Compensation Expense

Derivative Instruments

At their issuance date and as of September 30, 2023, certain warrants were accounted for as liabilities as these instruments did not meet all of the requirements for equity classification under ASC 815-40 based on the terms of the aforementioned warrants. The resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized in the Company’s consolidated condensed statement of operations and comprehensive loss (See Notes 7, 8 and 10 to the Unaudited Condensed Consolidated Condensed Financial Statements).

Basic and Diluted Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statements of operations . Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Basic EPS includes the 3,381,479 of pre-funded warrants (see note 8). Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2023, there were 22,815,155 stock options and warrants that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been anti-dilutive for the periods presented.

Income Taxes

The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period.

The provision for income taxes was composed of the Company’s current tax liability and changes in deferred income tax assets and liabilities. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. Deferred income taxes are determined based on the differences between the financial reporting and tax basis of assets and liabilities. The Company must assess the likelihood that it will be able to recover the Company’s deferred tax assets. If recovery is not likely on a more-likely-than-not basis, the Company must increase its provision for income taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. However, should there be a change in the Company’s ability to recover its deferred tax assets, the provision for income taxes would fluctuate in the period of such change.

Contingencies

Contingencies are evaluated and a liability is recorded when the matter is both probable and reasonably estimable. Gain contingencies are evaluated and not recognized until the gain is realizable or realized.

Off-Balance Sheet Arrangements

During the periods presented, we did not have any off-balance sheet arrangements as defined under Regulation S-K Item 303(a)(4).

Results of Operations – three months ended September 30, 2023 and 2022.

	2023			2022			Change			Change %
Research and development	$	225,191			457,627			(232,436	)		-42	%
General and administrative		2,133,167			1,339,448			793,719			36	%
Interest expense (income)		(17,620	)		(11,332	)		(6,288	)		-1	%
FMV (gain) loss adjustment for derivatives		(321,981	)		635,283			(957,264	)		22	%
Foreign currency & Other		3,587			(22,903	)		26,490			115	%

Net loss (income)	$	2,022,344		$	2,398,123		$	(375,779	)		79	%

Revenue

The Company has not generated any revenue to date.

Research and Development

For the three months ended September 30, 2023, Research and Development (“R&D”) expenses decreased to $225,191 compared to $457,627 for the three months ended September 30, 2022. The decrease of $232,436 was primarily due to a shift to both manufacturing and R&D activities as compared to R&D only in the 2022 period which amounted to $214,000. In addition, other R&D expenses decreases related to: (i) to engineering and consulting ($19,000), and (ii) stock compensation (22,000). These decreases were offset by depreciation increases related to equipment by $23,000.

General and Administrative

For the three months ended September 30, 2023, General and Administrative (“G&A”) expenses were $2,133,167 as compared to $1,339,448 for the three months ended September 30, 2022. The increase of $793,719 was primarily attributable to: i) increases in payroll and consulting fees of $426,000 from $469,000 in 2022 to $895,000 in 2023, due to compensation increases and head count increases, ii) decrease in stock compensation expense, due to the timing of option awards and vesting, of approximately $63,000 from $264,000 in 2022 to $201,000 in 2023. iii) an increase in public company costs of $245,000 from $40,000 to $285,000 as 2023 costs primarily related to the current period offering costs. Further, we had increases in depreciation ($73,000), professional fees ($14,000), computer ($71,000) and other expenses ($135,000), Board costs ($17,000), patent and registration fees ($11,000), partially offset by decreases in marketing ($60,000), rent ($35,000), travel ($31,000), and insurance ($11,000)

Interest expense (income)

Interest income, was $17,620 for the three months ended September 30, 2023, compared to interest income of $11,332 for the three months ended September 30, 2022. Interest income was earned from cash balances held in interest bearing accounts that benefited from rate increases in 2023.

FMV Adjustment for Derivatives

The Warrants require the Fair Market Value (“FMV”) to be remeasured at each reporting date while outstanding with recognition of the changes in fair value to other income or expense in the consolidated statement of operations. For the three months ended September 30, 2023, the Company recorded a $321,981 FMV gain to reflect adjustments required for outstanding Warrants liabilities. The Company had FMV loss adjustment of $635,283 at September 30, 2022. (See Notes 7, 8 and 10 to the Unaudited Condensed Consolidated Financial Statements)

Results of Operations – nine months ended September 30, 2023 and 2022

	September 30, 2023			September 30, 2022			Change			Change %

Research and development	$	783,340			1,520,870			(737,530	)		-48	%
General and administrative		6,425,154			4,401,158			2,023,996			46	%
Interest expense /(income)		(94,492	)		1,334,612			(1,429,104	)		-107	%
Foreign exchange loss & Other		41,955			(22,903	)		64,858			283	%
FMV (income) expense adjustment for Contingent Stock & Warrants		(415,958	)		(3,443,647	)		3,027,689			88	%
Net loss	$	6,739,999			3,790,090			2,949,909			78	%

Revenue

The Company has not generated any revenue to date.

Research and Development

For the nine months ended September 30, 2023, Research and Development (“R&D”) expenses decreased to $783,340 compared to $1,520,870 for the nine months ended September 30, 2022. The decrease of $737,530 was primarily due to lower R&D costs of approximately $575,000 for Safegard operations. In the 2022 period, prior to the acquisition date in July 2022, the facility, had been used for development, production of current prototype samples and related testing. In late 2022, the Company commenced manufacturing of products for commercialization. We had further decreases in consulting, engineering and stock compensation expense ($135,000), lower material costs of ($54,000) and other expenses ($128,000)0. Partially offsetting the decreases was an increase in depreciation related to R&D equipment of $155,000.

General and Administrative

For the nine months ended September 30, 2023, General and Administrative (“G&A”) expenses were $6,425,154 as compared to $4,401,158 for the nine months ended September 30, 2022. The increase of $2,023,996 was primarily attributable to increases in: i) payroll and consulting fees of $908,000 from $1,298,000 in 2022 to $2,206,000 in 2023, primarily due to increases in compensation and consulting fees incurred, and additional headcount increases. ii) increases in stock compensation expense due to new option awards and timing of award vesting, of approximately $35,000 from $803,000 in 2022 to $838,000 in 2023. Further, we had increases due, relating to a contract settlement during the second quarter of 2023 for $375,000, marketing ($41,000), professional fees ($88,000), insurance ($146,000), rent ($25,000), computer ($93,000), other operating costs ($375,000) primarily associated with Hungary Facility and depreciation ($229,000). These were partially offset by decreases from patent and registration fees ($33,000), board fees ($8,000), travel ($86,000) and public company related expenses ($164,000). In 2022, public company costs were primarily related to the IPO and in 2023 offering costs were lower due to lower equity raised.

Interest expense (income)

Interest income was $94,492 for the nine months ended September 30, 2023, as compared to interest expense, net of interest income, of $1,344,612 for the nine months ended September 30, 2022. Interest expense decreased by $1,494,104 due to the financing, which originated in December 2021 and was repaid at the IPO closing with net proceeds. The interest was payable at an 8% face amount of $47,111 plus accreted interest of $1,299,985 on the $2,000,000 Note Payable.

FMV Adjustment for Derivatives

The Warrants require the FMV to be remeasured at each reporting date while recognition of the changes in fair value to income or expense in the consolidated statement of operations. For the nine months ended September 30, 2023, the Company recorded a $415,958 FMV gain to reflect the decrease in the Warrant liability. For the nine months ended September 30, 2022, the Company recorded a $3,443,647 FMV gain to reflect the decrease in the Warrant liability. (See Note 7, 8 and 10 to the Unaudited Condensed Consolidated Financial Statements)

Liquidity and Capital Resources

At September 30, 2023 and December 31, 2022, we had a cash balance of $5,554,417 and $4,170,897, respectively. The Company had working capital of $3,347,912 and $2,416,928 as of September 30, 2023 and December 31, 2022, respectively. The increase in our working capital was primarily due to net proceeds from the Offering in February 2023 and September 2023 offset by use of cash in operations and investing discussed below (See below and Note 8 to the Unaudited Condensed Consolidated Financial Statements)

See Notes 8 and 10 to the Unaudited Condensed Consolidated Financial Statements

On February 3, 2023, we completed a securities purchase agreement (“Offering”) with institutional investors and received net proceeds from the Offering were approximately $3.2 million, net of $600,000 in fees relating to the placement agent and other offering expenses. The Offering was priced at the market under Nasdaq rules. In connection with the Offering, we issued 2,248,521 units at a purchase price of $1.69 per unit. Each unit consists of one share of common stock and one non-tradable warrant (Offering Warrant) exercisable for one share of common stock at a price of $1.56 adjusted to $0.64 at September 29, 2023, based on anti-dilution terms in the warrants and a term of five years. The Offering Warrants have a term of five years from the issuance date. (See Notes 8 to the Unaudited Condensed Consolidated Financial Statements)

On April 13, 2022, we completed our IPO which was declared effective by the SEC, and the Company’s common stock and warrants began trading on the Nasdaq Capital Market or Nasdaq on April 14, 2022 and which closed on April 19, 2022. The net proceeds from the IPO were approximately $14.2 million of which $5,778,750 was attributed to the warrant liability (See Notes 8 and 10 to the Unaudited Condensed Consolidated Financial Statements).

Cash Flows

Net Cash Used in Operating Activities

The Company used cash of $6,144,937 and $4,391,020 in operating activities for the nine months ended September 30, 2023 and 2022, respectively. The increase in cash used of $1,753,917, was principally due to the Company incurring additional operating expenses during the nine months ended September 30, 2023.

Net Cash Used in Investing Activities

For the nine months ended September 30, 2023 and 2022, the Company used cash in investing activities of $431,379 and $2,945,259, respectively. In both periods cash was used to acquire or pay deposits for fixed assets equipment and software of $431,379 and $579,683 respectively. Further, in 2022 the Company used $2,350,000 related to escrow payments for the acquisition of Safegard.

Net Cash Provided by Financing Activities

For the nine months ended September 30, 2023 and 2022, the Company provided cash from financing activities of $8,029,628 and $12,235,475, respectively. In the 2023 period, the cash provided from the Offerings completed in February 2023 and September 2023. In the 2022 period, the cash provided was primarily from the IPO net proceeds of $14,202,975, prior to the effect of recording the liability attributed to the warrants from the IPO, less the Notes repayment of $2,000,000.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).

Emerging Growth Company Status

We are an “emerging-growth company”, as defined in the JOBS Act, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, we can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to avail ourselves of these options. Once adopted, we must continue to report on that basis until we no longer qualify as an emerging growth company.

We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the initial public offering; (ii) the first fiscal year after our annual gross revenue are $1.07 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If, as a result of our decision to reduce future disclosure, investors find our common shares less attractive, there may be a less active trading market for our common shares and the price of our common shares may be more volatile.

We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates plus the aggregate amount of gross proceeds to us as a result of the IPO is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time, we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been or would be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any material legal proceedings. From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors.

ITEM 1A. RISK FACTORS

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Form 10-K for the year ended December 31, 2022, any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Form 10-K for the year ended December 31, 2022. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sale of Unregistered Equity Securities

See Notes 8 and 10 to the Unaudited Condensed Consolidated Financial Statements

On February 3, 2023, we completed a securities purchase agreement (“Offering”) with institutional investors and received net proceeds from the Offering were approximately $3.2 million, net of $600,000 in fees relating to the placement agent and other offering expenses. The Offering was priced at the market under Nasdaq rules. In connection with the Offering, we issued 2,248,521 units at a purchase price of $1.69 per unit. Each unit consists of one share of common stock and one non-tradable warrant (Offering Warrant) exercisable for one share of common stock at a price of $1.56 adjusted to $0.64 at September 29, 2023, based on anti-dilution terms in the warrants and a term of five years. The Offering Warrants have a term of five years from the issuance date. (See Note 8 to the Unaudited Condensed Consolidated Financial Statements).

Use of Proceeds

On April 13, 2022, our Registration Statement on Form S-1 (No. 333-263715) was declared effective by the SEC pursuant to which we issued and sold an aggregate of 3,750,000 units, each consisting of one share of common stock and two warrants, to purchase one share of common stock for each whole warrant, with an initial exercise price of $4.25 per share and a term of five years. In addition, we granted Aegis Capital Corp., as underwriter a 45-day over-allotment option to purchase up to 15% of the number of shares included in the units sold in the offering, and/or additional warrants equal to 15% of the number of Warrants included in the units sold in the offering, in each case solely to cover over-allotments, which the Aegis Capital Corp. partially exercised with respect to 1,125,000 warrants on April 19, 2022. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. There has been no material change in the planned use of proceeds from our initial public offering from that described in the Prospectus.

ITEM 6. EXHIBITS

Exhibit Number		Description

10.1		Employment Agreement with Robert Hayes dated Novermber 10, 2023
31.1*		Certification of Co-Chief Executive Officers (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Co-Chief Executive Officers (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 14th day of November 2023.

	SHARPS TECHNOLOGY, INC.

November 14, 2023	/s/ Robert M. Hayes
	Robert M. Hayes
	Chief Executive Officer and Director (Principal Executive Officer)

November 14, 2023	/s/ Andrew R. Crescenzo
	Andrew R. Crescenzo
	Chief Financial Officer
	(Principal Financial Officer)

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on November 10, 2023 but shall be effective as of the 1^st day of June 2023, by and between Sharps Technology, Inc., a Nevada Corporation (the “Company”) and Robert Hayes (the “Executive”) (together the Company and the Executive are the “Parties”) and supersedes and replaces any prior employment agreement or employment letter between the Parties.

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company (the “Board”) has approved the Company entering into an employment agreement with the Executive;

WHEREAS, the Executive is now the Chief Executive Officer of the Company and thus the key senior executive of the Company;

WHEREAS, the Executive is currently under contractual rights pursuant to an employment letter dated September 6, 2021 between Sharps Technology, Inc., the Company and the Executive;

WHEREAS, the Company would like to enter into a revised formal agreement with the Executive to set forth the terms of Executive’s employment as well as certain termination and post-termination rights and obligations of the Parties, as further described below;

NOW THEREFORE, in consideration of the promises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1

EMPLOYMENT, TERM AND RENEWAL

1.1 Employment. The Company hereby employs Executive and Executive accepts employment as Chief Executive Officer of the Company. As its Chief Executive Officer, Executive shall render such services to the Company as are customarily rendered by the Chief Executive Officer of comparable companies and as required by the articles and by-laws of Employer. Executive accepts such employment and, consistent with fiduciary standards which exist between an employer and an employee, shall perform and discharge the duties commensurate with his position that may be assigned to him from time to time by the Company.

1.2 Term and Renewal. The term of this Agreement shall commence on the date first written above (the “Commencement Date”) and shall continue until the last day of the calendar year following the Commencement Date, and shall then automatically renew for successive one year terms, unless the Company or Executive provides the other party at least 90 days’ prior written notice before the end of the First Term or any Additional Term, in which event no automatic renewal will occur (a “Notice of Non-Renewal”). For purposes of this Agreement, the first term of this Agreement (the “First Term”), and each subsequent automatic renewal shall each be considered a separate term (an “Additional Term”).

EXECUTIVE EMPLOYMENT AGREEMENT

1.3 Compensation and Benefits. During the Term of this Agreement, the Executive shall be entitled to the compensation (“Compensation) and benefits (“Benefits”) described in in Exhibit A attached hereto, with the understanding that, from time to time and as the Parties deem appropriate, the Parties will negotiate in good faith any other performance thresholds or other Compensation or Benefits terms that will be incorporated into Exhibit A for any Additional Term.

ARTICLE 2

TERMINATION OF EMPLOYMENT AND SEVERANCE BENEFITS

2.1 General. Executive’s employment may be terminated by the Company or Executive at any time (subject to notice obligations set forth in Section 1.2 of this Agreement) and for any reason or no reason; and upon termination of Executive’s employment, the First Term or any Additional Term, as applicable, shall end.

2.2 Termination By The Company For Cause Or By Non-Renewal of Agreement. If the Executive’s employment is terminated by the Company for Cause or by the Company pursuant to a Notice of Non-Renewal (including for no reason), then the Executive shall only be entitled to his earned but unpaid “Base Salary”, as described in Section 1 of Exhibit A, and Benefits owing to Executive under the terms of any employee benefits under Sections 7 and 8 of Exhibit A (the “Accrued Benefits”). For purposes of this Agreement, Accrued Benefits shall include any unused vacation time which has accrued during the Term in which the Executive’s employment is terminated, but shall not include any accrued vacation from prior Terms.

2.3 Termination By The Company Without Cause. If the Executive’s employment is terminated by the Company without Cause, then the Executive shall only be entitled to the Severance Benefits as described in Section 2.9 of this Agreement as well as his Accrued Benefits.

2.4 Termination By The Executive For Good Reason. If the Executive’s employment is terminated by the Executive for Good Reason, then the Executive shall only be entitled to the Severance Benefits as described in Section 2.9 of this Agreement as well as his Accrued Benefits.

2.5 Termination By The Executive Without Good Reason. If the Executive’s employment is terminated by the Executive without Good Reason, then the Executive shall only be entitled to his earned but unpaid Base Salary as well as his Accrued Benefits.

2.6 Termination By The Executive By Non-Renewal of Agreement. If the Executive’s employment is terminated by the Executive pursuant to a Notice of Non-Renewal (including for no reason), then the Executive shall only be entitled to his earned but unpaid Base Salary (as described in Exhibit A) as well as his Accrued Benefits.

EXECUTIVE EMPLOYMENT AGREEMENT

2.7 Termination By Death. If the Executive’s employment is terminated by the his death, Executive’s estate, survivors or beneficiaries (as the case may be) shall only be entitled to receive Severance Benefits as described in Section 2.9 of this Agreement, Accrued Benefits and a pro-rated portion of each of Executive’s “Revenue Performance Incentive Bonus” and “Long Term Incentive Bonus,” as these terms are defined in Sections 2 and 4 of Exhibit A, respectively, for the fiscal year in which Executive’s death occurs, as determined as follows: (i) for the Revenue Performance Incentive Bonus, by multiplying the Revenue Performance Incentive Bonus Executive would have earned absent Executive’s death based on the achievement of the gross revenues for such fiscal year as set forth in Section 2 of Exhibit A, by a fraction, (x) the numerator of which equals the number of days during such fiscal year that Executive was employed by the Company up to and including the date of death and (y) the denominator of which is the number of days in such fiscal year, paid in accordance with paid in accordance with the Company’s normal payroll practices; and (ii) for the Long Term Incentive Bonus, by multiplying the Long Term Incentive Bonus Executive would have earned absent Executive’s death based on the market capitalization thresholds set forth in Section 4 of Exhibit A, by a fraction, (x) the numerator of which equals the number of days during such fiscal year that Executive was employed by the Company up to and including the date of death and (y) the denominator of which is the number of days in such fiscal year, paid in accordance with paid in accordance with the Company’s normal payroll practices. To the extent any conflict exists between the calculation of Revenue Performance Incentive Bonus and Long Term Incentive Bonus as set forth in this Section ___ of the Agreement and Exhibit A, Exhibit A shall control and govern.

2.8 Termination By Disability. During any period that Executive is unable to perform Executive’s duties hereunder as a result of a disability prior to the termination of Executive’s employment for a “permanent and total disability” (within the meaning Section 22(e)(3) of Internal Revenue Code of 1986, as amended the “Code”), Executive shall continue to receive Executive’s full Base Salary and Benefits until Executive’s employment is terminated pursuant to this Section. Upon termination of Executive’s employment hereunder as a result of Executive’s permanent and total disability, Executive shall only be entitled to the Severance Benefits as described in Section 2.9 of this Agreement as well as his Accrued Benefits.

2.9 Severance Benefits. In the event that the Executive becomes entitled to receive severance benefits pursuant to Sections 2.3, 2.4, 2.7 or 2.8 of this Agreement, the Company shall pay and provide the Executive with the following “Severance Benefits”:

	a)	Within 30 days after the Date of Termination and for a period of twelve (12) months after the Date of Termination, one-twelfth (1/12th) of the Executive’s then current annual Base Salary per month, less any taxes and withholding as may be necessary pursuant to law, to be paid in accordance with the Company’s normal payroll practices, but in no event less frequently than monthly.

	b)	To the extent the Executive and his dependents elect coverage under the Company’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall reimburse the COBRA premium payments of the Executive and his dependents for a period of up to twelve months (12) months after the date of Executive’s termination of employment with the Company.

EXECUTIVE EMPLOYMENT AGREEMENT

As a condition to receiving payments contemplated by this Article 2.9, within 30 days after the effective date of such termination, Executive shall execute and deliver, and not have revoked, a separation agreement and general release in favor of the Company and its affiliates in such form as is mutually agreeable to the Company and Executive. The Severance Benefits shall terminate immediately upon the Executive violating any of the provisions of Article III of this Agreement. Notwithstanding anything herein to the contrary, in the event such 30-day period falls into two (2) calendar years, the payments contemplated in this Article 1.3 shall not commence until the second calendar year and within the above-referenced 30-day period. The Severance Benefits shall terminate immediately upon the Executive violating any of the provisions of Article III of this Agreement.

2.10 Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, without the Executive’s prior written consent: (i) a material diminution of Executive’s title, authority, duties or responsibilities, (ii) a material reduction in Executive’s Base Salary or Benefits, (iii) any requirement that the Executive report to anyone other than the Board, or (iv) any material breach of this Agreement by the Company. However, none of the foregoing events or conditions will constitute Good Reason unless: (x) the Executive provides the Company with written objection to the event or condition within 60 days following the event or condition, (y) the Company does not “cure” the event or condition within 30 days of receiving that written objection, and (z) the Executive terminates his employment within 30 days following the expiration of that cure period.

2.11 Cause. For purposes of this Agreement, “Cause” shall be deemed to exist upon any of the following events: (i) the Executive’s commission or conviction of, or plea of guilty or nolo contendere, to a felony, a crime involving fraud or moral turpitude or any other crime relating to the Company which would reasonably be expected to be materially injurious to the Company; (ii) the Executive abuses alcohol and/or drugs in a manner that materially impacts his ability to successfully perform his duties under this Agreement; (iii) failure to substantially perform Executive’s essential job functions as directed by the Board; (iv) Executive’s material misconduct or gross negligence; (v) Executive’s material violation of any Company policy; or (vi) any material breach of this Agreement; provided that: (a) a termination of Executive’s employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive has not, within thirty (30) business days following receipt of such notice, cured such Cause, it being understood that subparts (ii), (iii), (iv), (v) and (vi) are curable; (b) the failure of the Company to achieve budgeted or projected financial or similar performance objectives shall not, in and of itself, be considered a breach of any obligation under this Agreement or to otherwise constitute “Cause” as defined herein.

EXECUTIVE EMPLOYMENT AGREEMENT

2.12 Termination Related to Change of Control. In the event of the termination of the Executive’s employment by the Company without Cause or the Executive’s termination of his employment for Good Reason (other than for “permanent and total disability” (within the meaning Section 22(e)(3) of Internal Revenue Code of 1986, as amended the “Code”), within twelve months following a “Change of Control,” as defined in Section 2.13 below, the Executive’s Additional Term of employment shall terminate without further obligations to the Executive under this Agreement. In addition, and if the Executive shall have executed and delivered, and not have revoked, a separation agreement and general release in a form mutually agreeable to the Company and Executive, the Company shall: (A) pay Executive, within thirty (30) days of the occurrence of the Change of Control event, a lump sum amount in cash equal to three (3) times (3x) Executive’s then current Base Salary; (B) immediately vest all of the Executive’s outstanding options in full and any such options shall remain exercisable until the later of three (3) years from the Change of Control event or the date on which each such option would have expired had the Executive’s employment not terminated, and, upon vesting, the method of payment for the exercise price of each option will be considered received by the Company as a cashless exercise, pursuant to which the Company will hold back a sufficient number of its shares to cover the exercise price of each option; (C) directly pay all of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during for an eighteen (18) month period following the Executive’s termination of employment.; and (D) a bonus equal to 2.5% of the sale price of the Company; provided that the sale price is equal to at least one hundred and fifty million U.S. Dollars ($150,000,000.00) (“Sale Bonus”). In calculating the sale price of the Company, it shall include the value of all cash paid, the value of all stock issued in connection with the sale and the assumption of any of the Company’s debt. The Sale Bonus shall be payable thirty (30) days after the Change in Control, except that if the sale price is payable to the Company in public-traded stock, the Sale Bonus shall also be payable to Executive in publicly-traded stock subject to applicable law.

2.13 Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one of the following events, provided that, to the extent required by Section 409A of the Code for purposes of determining the timing of any payment or distribution hereunder that is subject to Section 409A of the Code, a Change of Control shall only occur to the extent such event also constitutes a “change in control event” for purposes of Section 409A of the Code: (i) a sale, lease, exclusive license or other disposition of all of substantially all of the assets of the Company; (ii) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the Company’s outstanding voting power of the surviving entity following the consolidation, merger or reorganization; or (iii) any transaction (or series of related transactions involving a person or entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of the Company’s then- outstanding voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company and excluding any such change of voting power resulting from a bona fide equity financing event or public offering of the stock of the Company.

ARTICLE 3

RESTRICTIVE COVENANTS

3.1 Covenant not to Compete. Executive agrees that, during Executive’s employment with the Company and until the first anniversary of Executive’s termination of employment (except in the event of Executive’s “permanent and total disability”) (“Non-Compete Period”), Executive shall not become employed by or associated with as employee, consultant, director, or in any other equivalent capacity, any company considered a competitor by the Company.

If Executive’s employment is terminated: by the Company for Cause; or by the Company pursuant to a Notice of Non-Renewal (including for no reason); or by the Executive pursuant to a Notice of Non-Renewal (including for no reason); or by the Executive without Good Reason, the Company and Executive agree that the Company will provide no additional consideration to Executive (or his estate, survivors or beneficiaries, as the case may be), to support the enforcement of the covenant not to compete.

EXECUTIVE EMPLOYMENT AGREEMENT

If Executive’s employment is terminated: by the Company without Cause; or by the Executive for Good Reason; or because of Executive’s “permanent and total disability,” the Company and Executive agree that the Company’s provision of Severance Benefits as described in Section 2.9 of this Agreement will support the enforcement of the covenant not to compete for the shorter of the Non-Compete Period or an amount proportionate to the period of time the Company, in its sole discretion, elects to enforce the covenant not to compete.

3.2 Covenant not to Solicit. Executive agrees that, during Executive’s employment, and until the one (1) year anniversary of Executive’s termination of employment (“Non-Solicit Period”), , Executive shall not directly or indirectly solicit for employment or employ any person, who is or was employed by the Company within one (1) year prior to Executive’s termination of employment, in any business in which the Executive has a material interest (meaning where Executive does, directly or indirectly, own 5% or more of any class of securities of such interest), as an officer, manager, partner, shareholder or beneficial owner. Further, during the Non-Solicit Period, Executive will not assist or encourage any employee of the Company to cease working for the Company.

3.3 Confidentiality and Nondisclosure. The Executive will not use or disclose to any individual or entity any Confidential Information (as defined below) except (i) in the performance of Executive’s duties for the Company, (ii) as authorized in writing by the Company, or (iii) as required by subpoena or court order, provided that, prior written notice of such required disclosure is provided to the Company and, provided further that all reasonable efforts to preserve the confidentiality of such information shall be made. As used in this Agreement, “Confidential Information” shall mean information that (i) is used or potentially useful in the business of the Company, (ii) the Company treats as proprietary, private or confidential, and (iii) is not generally known to the public. “Confidential Information” includes, without limitation, information relating to the Company’s products or services, processing, manufacturing, marketing, selling, customer lists, call lists, customer data, memoranda, notes, records, technical data, sketches, plans, drawings, chemical formulae, trade secrets, composition of products, research and development data, sources of supply and material, operating and cost data, financial information, personal information and information contained in manuals or memoranda. “Confidential Information” also includes proprietary and/or confidential information of the Company’s customers, suppliers and trading partners who may share such information with the Company pursuant to a confidentiality agreement or otherwise. The Executive agrees to treat all such customer, supplier or trading partner information as “Confidential Information” hereunder. The foregoing restrictions on the use or disclosure of Confidential Information shall continue after Executive’s employment terminates for any reason for so long as the information is not generally known to the public.

EXECUTIVE EMPLOYMENT AGREEMENT

3.4 Non-Disparagement. The Executive will not at any time during his employment with the Company, or after the termination of his employment with the Company, directly or indirectly (i) disparage, libel, defame, ridicule or make negative comments regarding, or encourage or induce others to disparage, libel, defame, ridicule or make negative comments regarding, the Company, or any of the Company’s officers, directors, employees or agents, or the Company’s products, services, business plans or methods (it being understood that comments made in Executive’s good faith performance of Executive’s duties hereunder shall not be deemed disparaging or defamatory for purposes of this Agreement); or (ii) engage in any conduct or encourage or induce any other person to engage in any conduct that is in any way injurious or potentially injurious to the reputation or interests of the Company or any of the Company’s, officers, directors, employees or agents. The Company will instruct the members of the Board of Directors as well as the Company’s officers and anyone who is authorized to make any public statement on behalf of the Company, not to make, or direct any other person, entity or interest to make, any Disparaging Statement about Executive. For purposes of this Agreement, a “Disparaging Statement” shall mean any communication that is intended to defame or disparage, or has the effect of defaming or disparaging.

3.5 Restrictions Reasonable. Executive acknowledges that the restrictions under this Article III are substantial, and may effectively prohibit him from working for a period of one year in the field of his experience and expertise. Executive further acknowledges that he has been given access and shall continue to be given access to all of the Confidential Matters and trade secrets described above during the course of his employment, and therefore, the restrictions are reasonable and necessary to protect the competitive business interests and goodwill of the Company and do not cause Executive undue hardship.

3.6 Survival of Restrictive Covenants. Executive’s obligations under this Article III of the Agreement shall survive Executive’s termination of employment with the Company and the termination of this Agreement.

3.7 Equitable Relief. Executive hereby acknowledges and agrees that the Company and its goodwill would be irreparably injured by, and that damages at law are an insufficient remedy for, a breach of the provisions of this Agreement, and agrees that the Company, in addition to other remedies available to it for such breach shall be entitled to seek a preliminary injunction, temporary restraining order, or other equivalent relief, restraining Executive from any actual breach of the provisions hereof, and that the Company’s rights to such equitable relief shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

3.8 Nothing in this Agreement generally and in Section 3.3 specifically, will (or should be construed to): (i) interfere with Executive’s right and responsibility to give truthful testimony under oath; (ii) restrict Executive’s ability to communicate information regarding wages or terms and conditions of his employment with Sharps; (iii) prohibit Executive from disclosing the information contained in this Agreement to the Equal Employment Opportunity Commission (“EEOC”) or any state agency responsible for enforcing anti-discrimination laws; or (iv) preclude Executive from participating in an investigation, filing a charge, or otherwise communicating with the EEOC or any other fair employment agency, but, in connection with any such charge or proceeding, Executive will have no personal right to any monetary recovery of any kind. Consistent with Rule 21F-17 of the Securities Exchange Act of 1934, any confidentiality and non-disclosure provisions in this Agreement or arising from this Agreement do not prohibit or restrict Executive (or his attorneys) from: initiating communications directly with, or responding to any inquiry from, or providing testimony before, the U.S. Securities and Exchange Commission, NASD/FINRA, any other self-regulatory organization, any other state or federal regulatory authority or pursuant to court or administrative proceedings. In broadest terms, nothing herein is intended to impede any governmental investigation, Executive’s ability to report potential violations of the federal and state securities laws or Executive’s participation in any whistleblower rewards program.

EXECUTIVE EMPLOYMENT AGREEMENT

ARTICLE 4

MISCELLANEOUS

4.1 Entire Agreement. This Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof.

4.2 Prior Agreement. This Agreement supersedes and replaces any prior oral or written employment or severance agreement between the Executive and the Company.

4.3 Subsidiaries. Where appropriate in this Agreement, including all of Article 2, the term “Company” shall also include any direct or indirect subsidiaries of the Company.

4.4 D&O Insurance; Indemnification. In addition to any indemnification rights that Executive may have under the Company’s bylaws, while employed by the Company and continuing until the later of the sixth anniversary of the termination of Executive’s employment and the date on which all claims against Executive that would otherwise be covered by such policy (or policies) become fully time-barred, the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Executive on terms that are no less favorable than the coverage provided to directors and senior executives of the Company. The Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, in each case, whether on, prior to, or following the Effective Date, Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by applicable law and the Company’s bylaws, against all cost, expense, liability and loss reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company may promptly advance to Executive all reasonable costs and expenses incurred by Executive in connection with any such action, suit or proceeding provided that Executive furnishes the Company with a written undertaking, executed personally or on Executive’s behalf, to repay any advances if it is ultimately determined that Executive is not entitled to be indemnified by the Company.

EXECUTIVE EMPLOYMENT AGREEMENT

4.5 Compliance with Code Section 409A.

	a)	General. It is the intention of both the Company and Executive that the benefits and rights to which Executive could be entitled pursuant to this Agreement comply with Section 409A of the Internal Revenue Code, and its implementing regulations and guidance (“Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention.

	b)	Distributions on Account of Separation from Service. If and to the extent required to comply with any payment or benefit required to be paid under this Agreement on account of termination of Executive’s employment, service (or any other similar term) shall be made only in connection with a “separation from service” with respect to Executive within the meaning of Section 409A.

	c)	Six Month Delay for Specified Employees. In the event that the Executive is a “specified employee” (as described in Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation subject to the six-month delay requirement described in Section 409A(2)(b), then no such payment or benefit shall be made before six months after the Executive’s “separation from service” (as described in Section 409A) (or, if earlier, the date of the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

	d)	Treatment of Each Installment as a Separate Payment. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

4.6 Severability. It is mutually agreed and understood by the Parties that should any of the restrictions and covenants contained in Article 3 be determined by any court of competent jurisdiction to be invalid by virtue of being vague, overly broad, unreasonable as to time, territory or otherwise, then the Agreement shall be amended retroactive to the date of its execution to include the terms and conditions which such court deems to be reasonable and in conformity with the original intent of the parties and the parties hereto consent that under such circumstances, such court shall have the power and authority to determine what is reasonable and in conformity with the original intent of the parties to the extent that such restrictions and covenants are enforceable. In the event any other provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

EXECUTIVE EMPLOYMENT AGREEMENT

4.7 Modification. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company on the Company’s behalf, or by the respective parties’ legal representations and successors.

4.8 Dispute Resolution & Applicable Law. All disputes regarding this agreement shall resolved by arbitration to be administered by the American Association of Arbitration (Employment Arbitration Rules and Mediation Procedures) or JAMS ADR (Employment Rules and Procedures), except to the extent that the Company or Executive seeks injunctive relief before a court of competent jurisdiction. The Company and the Executive shall pay all costs peculiar to the arbitration (and/or mediation, if applicable), including arbitrator’s fees, and the administration, forum and filing fees equally.. This Agreement shall be governed by, and construed in accordance with and subject to, the laws of the State of New York applicable to agreements made and to be performed entirely within such state or torts without regard to its conflicts of law rules.

4.9 Legal Fees and Expenses. The prevailing party of any arbitration to enforce the terms of this Agreement shall be entitled to recover reasonable costs and expenses, including reasonable attorneys’ fees.

4.10 Successors and Assigns. This Agreement shall inure to the benefit of and be enforceable by the Company’s and the Executive’s successors, assigns and/or heirs and/or assigns.

4.11 Headings/References. The headings in this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

4.12 Notices. Any notice, request, instruction, or other document to be given hereunder shall be in writing and shall be deemed to have been given: (a) on the day of receipt, if sent by overnight courier (with a courtesy copy also sent by email, which will not alter or extend the date deemed to have been given); (b) upon receipt, if given in person; (c) five days after being deposited in the mail, certified or registered mail, postage prepaid, and in any case addressed as follows:

If to the Company:
	105 Maxess Road
	Melville, New York 11747
	Attn: Chief Financial Officer

with copy sent to the attention of the Chairman of the Board of Directors at the same address.

If to the Executive:
	11128 Hidden Hollow Lane
	Tyler, TX 75703

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

EXECUTIVE EMPLOYMENT AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement on this 10^th day of November 2023.

SHARPS TECHNOLOGY, INC.

By:
Name:	Soren Christiansen
Title:	Chairman of the Board

EXECUTIVE

By:
Robert Hayes

EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT A

EXECUTIVE’S COMPENSATION AND BENEFITS

1.	Base Salary: $600,000 per year. Base Salary shall be increased to $1,000,000 per year commencing the 1^st day of the month following the month in which both of the following two events occur: (a) the successful acquisition of the “InjectEZ” syringe manufacturing facility by the Company from Nephron Pharmaceutical Corporation; and (b) the Company’s receipt of an initial purchase order from Nephron Pharmaceutical Corporation in an amount of at least $20.0 million.

2.	Revenue Performance Incentive Bonus: On an annual basis, the Executive shall be paid a sliding cash bonus based on total gross revenues as reported in the Company’s public filings pursuant to the following schedule:

This cash bonus is intended to qualify as performance-based compensation under Internal Revenue Code section 162(m). The sliding bonus shall reset at $0.00 revenue annually and shall be payable within ten (10) days of the Company’s filing of its Form 10-K which reports such revenues. In the event that Executive terminates his employment other than for Good Reason or the Company terminates his employment without Cause, the Executive shall be entitled to a sliding bonus based on the Company’s revenues as of the termination date. In the event that revenues can’t be determined as of the date of termination, Executive shall be entitled to a pro rata portion of the total revenues for the fiscal year. For example, if Executive is so terminated after working 182 days, he shall be entitled to 50% of such sliding bonus. If Executive terminates without Good Cause or his terminated by the Company for cause, Executive shall not be entitled to the sliding bonus.

Asset Acquisition Bonus: A one-time Asset Acquisition Bonus payment of $500,000 shall be paid on the 1^st day of the month following the month in which both of the following two events occur: (a) the successful acquisition of the “InjectEZ” syringe manufacturing facility by the Company from Nephron Pharmaceutical Corporation; and (b) the Company’s receipt of an initial purchase order from Nephron Pharmaceutical Corporation in an amount of not less than $20.0 million.

EXECUTIVE EMPLOYMENT AGREEMENT

Long Term Incentive Bonus: Executive shall be eligible to participate in an equity grant program intended to qualify as performance-based compensation under Internal Revenue Code section 162(m) existing from time to time for its executives. Executive shall receive an annual grant of equity compensation in the form of stock options based on the achievement of the following market cap thresholds:

5.	Specific Milestone Performance Bonuses: Certain one-time performance bonus payments for specific milestone achievements shall be paid as follows:

	a)	$50,000.00 for the successful conversion of the Hungary manufacturing facility from Provensa products to Securegard production which the parties acknowledge the Executive has already achieved, and shall be paid no later than 15 days from the parties’ execution of this Agreement;

	b)	$50,000.00 for the successful execution of a series of business agreements with Nephron Pharmaceutical Corporation including Manufacturing & Supply, a Pharma Services Program, and a Distribution Program which the parties acknowledge Executive has already achieved, and shall be paid no later than 30 days from the parties’ execution of this Agreement; and

	c)	$50,000.00 upon Executive’s resolution on terms acceptable to the Board of Directors of the Company of a pending dispute involving the Company and Plasto Design, which will include that the Company makes no further payments to Plasto Design and receives a general release of any and all claims from Plasto Design, which shall be paid within 30 days of the parties’ execution of an agreement and release.

Paid Time Off (PTO): Executive shall be granted up to 25 days of PTO per year, increasing to 30 days of PTO per year after Executive’s second year of service with the Company. Executive may not carry over any unused PTO from prior years. The effective date of initial service for purposes of calculating PTO shall be defined as June 1, 2023.

7.	Health & Welfare Benefits: Executive shall be eligible to participate in all health and welfare benefits as provided by the Company (other than any severance plans).

EXECUTIVE EMPLOYMENT AGREEMENT

8.	Retirement Benefits: Executive shall be eligible to participate in all retirement benefits as provided by the Company.

ACKNOWLEDGED AND AGREED:

SHARPS TECHNOLOGY, INC.

By:
Name:	Soren Christiansen
Title:	Chairman of the Board

EXECUTIVE

By:
Robert Hayes

EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT B

FORM OF RELEASE

GENERAL RELEASE OF CLAIMS

1. Robert Hayes (“Executive”), for himself and his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the Severance Benefits, as defined under the Executive Employment Agreement made and entered effective as of the 10^th of November 2023, by and between Sharps Technology, Inc., a Nevada Corporation (the “Company”) and Robert Hayes (the “Executive”), to which this release is attached as Exhibit B (the “Employment Agreement”), does hereby release and forever discharge the Company, its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers or shareholders in such capacities (collectively with the Company, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Executive’s employment or termination thereof, whether for tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Executive acknowledges that the Company encouraged him to consult with an attorney of his choosing, and through this General Release of Claims encourages him to consult with his attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Executive expressly waives any and all claims under ADEA that he may have as of the date hereof. Executive further understands that by signing this General Release of Claims he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any rights to receive any payments or benefits to which Executive is entitled under COBRA, the Employment agreement or any other compensation or employee benefit plans in which Executive is eligible to participate at the time of execution of this General Release of Claims, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, any indemnification and advancement rights Executive may have as a former employee, officer or director of the Company or its subsidiaries or affiliated companies including, without limitation, any rights arising pursuant to the articles of incorporation, bylaws and any other organizational documents of the Company or any of its subsidiaries, (iii) any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (iv) any rights as a holder of equity securities of the Company (clauses (i) through (iv), the “Reserved Claims”).

EXECUTIVE EMPLOYMENT AGREEMENT

2. Executive represents that he has not filed against the Released Parties any complaints, charges, or lawsuits arising out of his employment, or any other matter arising on or prior to the date of this General Release of Claims other than Reserved Claims, and covenants and agrees that he will never individually or with any person file, or commence the filing of any lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Executive pursuant to paragraph 1 hereof (a “Proceeding”); provided, however, Executive shall not have relinquished his right to (i) commence a Proceeding to challenge whether Executive knowingly and voluntarily waived his rights under ADEA; (ii) file a charge with an administrative agency or take part in any agency investigation or (iii) commence a Proceeding pursuant to the Reserved Claims. Executive does agree, however, that he is waiving his right to recover any money in connection with such an investigation or charge filed by him or by any other individual, or a charge filed by the Equal Employment Opportunity Commission or any other federal, state or local agency, except as prohibited by law.

3. Executive hereby acknowledges that the Company has informed him that he has up to twenty-one (21) days to sign this General Release of Claims and he may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Executive also understands that he shall have seven (7) days following the date on which he signs this General Release of Claims within which to revoke it by providing a written notice of his revocation to the Company.

4. Executive acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the laws of Nevada, without giving effect to any choice of law principles.

5. Executive acknowledges that he has read this General Release of Claims, that he has been advised that he should consult with an attorney before he executes this general release of claims, and that he understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof.

6. This General Release of Claims shall take effect on the eighth day following Executive’s execution of this General Release of Claims unless Executive’s written revocation is delivered to the Company within seven (7) days after such execution.

EXECUTIVE


By:	Robert Hayes

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Robert M. Hayes, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Sharps Technology, Inc. (the Registrant);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	b)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

	/s/ Robert M. Hayes
	Robert M. Hayes
	Chief Executive Officer (Principal Executive Officer)

Date: November 14, 2023

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Andrew R. Crescenzo, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Sharps Technology, Inc. (the Registrant);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

	/s/ Andrew R. Crescenzo
	Andrew R. Crescenzo
	Chief Financial Officer (Principal Financial Officer)

Date: November 14, 2023

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Sharps Technology, Inc. for the period ended September 30, 2023, I, Robert M. Hayes, Chief Executive Officer of Sharps Technology, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

	(1)	Such Quarterly Report on Form 10-Q of Sharps Technology, Inc. for the period ended September 30, 2023, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in such Quarterly Report on Form 10-Q of Sharps Technology, Inc. for the period ended September 30, 2023, fairly presents, in all material respects, the financial condition and results of operations of Sharps Technology, Inc.

	/s/ Robert M. Hayes
	Robert M. Hayes
	Chief Executive Officer (Principal Executive Officer)

Date: November 14, 2023

A signed original of the certification required by Section 906 has been provided to Sharps Technology, Inc. and will be retained by Sharps Technology, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Sharps Technology, Inc. for the period ended September 30, 2023, I, Andrew R. Crescenzo, Chief Financial Officer of Sharps Technology, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

	(1)	Such Quarterly Report on Form 10-Q of Sharps Technology, Inc. for the period ended September 30, 2023, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in such Quarterly Report on Form 10-Q of Sharps Technology, Inc. for the period ended September 30, 2023,fairly presents, in all material respects, the financial condition and results of operations of Sharps Technology, Inc.

	/s/ Andrew R. Crescenzo
	Andrew R. Crescenzo
	Chief Financial Officer (Principal Financial Officer)

Date: November 14, 2023

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 14, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41355
Entity Registrant Name	Sharps Technology, Inc.
Entity Central Index Key	0001737995
Entity Tax Identification Number	82-3751728
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	105 Maxess Road
Entity Address, City or Town	Melville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11747
City Area Code	(631)
Local Phone Number	574 -4436
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,274,457
Common Stock, $0.0001 par value [Member]
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	STSS
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants [Member]
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	STSSW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 5,554,417	$ 4,170,897
Prepaid expenses and other current assets	90,397	66,749
Inventories (Note 3)	1,287,149	185,804
Current Assets	6,931,963	4,423,450
Fixed Assets, net of accumulated depreciation (Notes 4 and 5)	6,912,891	7,004,890
Other Assets (Notes 5 and 6)	526,766	411,316
TOTAL ASSETS	14,371,620	11,839,656
Current Liabilities
Accounts payable (Note 4)	901,802	543,226
Accrued and other current liabilities (Note 15)	505,839	311,458
Warrant liability (Notes 8 and 10)	2,176,410	1,151,838
Total Current Liabilities	3,584,051	2,006,522
Deferred Tax Liability	192,000	192,000
Total Liabilities	3,776,051	2,198,522
Commitments and Contingencies (Note 15)

Stockholders’ Equity:
Preferred stock, $.0001 par value; 1,000,000 shares authorized; 1 share issued and outstanding
Common stock, $.0001 par value; 100,000,000, shares authorized; 15,274,457 shares issued and outstanding (2022: 9,407,415)	1,528	941
Additional paid-in capital	32,365,838	24,733,306
Accumulated other comprehensive income	275,568	214,253
Accumulated deficit	(22,047,365)	(15,307,366)
Total Stockholders’ Equity	10,595,569	9,641,134
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 14,371,620	$ 11,839,656

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	15,274,457	9,407,415
Common stock, shares outstanding	15,274,457	9,407,415

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue, net
Operating expenses:
Research and development (Note 5)	225,191	457,627	783,340	1,520,870
General and administrative	2,133,167	1,339,448	6,425,154	4,401,158
Total operating expenses	2,358,358	1,797,075	7,208,494	5,922,028
Loss from operations	(2,358,358)	(1,797,075)	(7,208,494)	(5,922,028)
Other income (expense)
Interest income (expense)	17,620	11,332	94,492	(1,334,612)
FMV adjustment on contingent stock & warrants	321,981	(635,283)	415,958	3,443,647
Foreign currency and other	(3,587)	22,903	(41,955)	22,903
Total Other Income (Expense)	336,014	(601,048)	468,495	2,131,938
Net (loss) / Gain	$ (2,022,344)	$ (2,398,123)	$ (6,739,999)	$ (3,790,090)
Net loss per share, basic	$ (0.17)	$ (0.26)	$ (0.59)	$ (0.49)
Net loss per share, diluted	$ (0.17)	$ (0.26)	$ (0.59)	$ (0.49)
Weighted average shares used to compute net loss per share, basic	11,811,492	9,207,386	11,399,657	7,687,940
Weighted average shares used to compute net loss per share, diluted	11,811,492	9,207,386	11,399,657	7,687,940

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net loss	$ (2,022,344)	$ (2,398,123)	$ (6,739,999)	$ (3,790,090)
Other comprehensive income:
Foreign currency translation adjustments gain/(loss)	(283,544)	(190,863)	61,314	(190,863)
Comprehensive loss	$ (2,305,888)	$ (2,588,986)	$ (6,678,685)	$ (3,980,953)

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Common Stock Subscription Receivable [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 519	$ (32,500)	$ 13,835,882		$ (10,667,704)	$ 3,136,197
Balance, shares at Dec. 31, 2021	1	5,187,062
Net income (loss)						(1,869,721)	(1,869,721)
Share-based compensation charges				328,460			328,460
Collections of common stock subscriptions			32,500				32,500
Balance at Mar. 31, 2022		$ 519		14,164,342		(12,537,425)	1,627,436
Balance, shares at Mar. 31, 2022	1	5,187,062
Balance at Dec. 31, 2021		$ 519	(32,500)	13,835,882		(10,667,704)	3,136,197
Balance, shares at Dec. 31, 2021	1	5,187,062
Net income (loss)							(3,790,090)
Balance at Sep. 30, 2022		$ 922		24,367,585	3,470		9,914,182
Balance, shares at Sep. 30, 2022	1	9,207,415
Balance at Mar. 31, 2022		$ 519		14,164,342		(12,537,425)	1,627,436
Balance, shares at Mar. 31, 2022	1	5,187,062
Net income (loss)						477,754	477,754
Share-based compensation charges				365,606			365,606
Shares issued in Initial Public Offering		$ 375		8,974,282			8,974,657
Shares issued in Initial Public Offering, shares		3,750,000
Issuance of shares for contingent stock liability		$ 24		495,976			496,000
Issuance of shares for contingent stock liability, shares		235,294
Fractional share adjustment
Fractional share adjustment, shares		59
Shares issued for services		$ 4		60,547			60,551
Shares issued for services, shares		35,000
Balance at Jun. 30, 2022		$ 922		24,060,753		(12,059,671)	12,002,004
Balance, shares at Jun. 30, 2022	1	9,207,415
Balance at Mar. 31, 2022		$ 519		14,164,342		(12,537,425)	1,627,436
Balance, shares at Mar. 31, 2022	1	5,187,062
Shares issued for services							$ 290,551
Shares issued for services, shares							235,000
Balance at Dec. 31, 2022		$ 941		24,733,306	214,253	(15,307,366)	$ 9,641,134
Balance, shares at Dec. 31, 2022	1	9,407,415
Balance at Jun. 30, 2022		$ 922		24,060,753		(12,059,671)	12,002,004
Balance, shares at Jun. 30, 2022	1	9,207,415
Net income (loss)						(2,398,123)	(2,398,123)
Share-based compensation charges				306,832			306,832
Foreign Currency Translastion					3,470		3,470
Balance at Sep. 30, 2022		$ 922		24,367,585	3,470		9,914,182
Balance, shares at Sep. 30, 2022	1	9,207,415
Balance at Dec. 31, 2022		$ 941		24,733,306	214,253	(15,307,366)	9,641,134
Balance, shares at Dec. 31, 2022	1	9,407,415
Net income (loss)						(2,111,830)	(2,111,830)
Shares issued in Offering		$ 225		2,783,160			2,783,385
Shares issued in Offering, shares		2,248,521
Share-based compensation charges				383,100			383,100
Foreign Currency Translastion					270,983		270,983
Balance at Mar. 31, 2023		$ 1,166		27,899,566	485,236	(17,419,196)	10,966,772
Balance, shares at Mar. 31, 2023	1	11,655,936
Balance at Dec. 31, 2022		$ 941		24,733,306	214,253	(15,307,366)	9,641,134
Balance, shares at Dec. 31, 2022	1	9,407,415
Net income (loss)							(6,739,999)
Balance at Sep. 30, 2023		$ 1,528		32,365,838	275,568	(22,047,365)	10,595,569
Balance, shares at Sep. 30, 2023	1	15,274,457
Balance at Mar. 31, 2023		$ 1,166		27,899,566	485,236	(17,419,196)	10,966,772
Balance, shares at Mar. 31, 2023	1	11,655,936
Net income (loss)						(2,605,825)	(2,605,825)
Share-based compensation charges				254,446			254,446
Foreign Currency Translastion					73,876		73,876
Balance at Jun. 30, 2023		$ 1,166		28,154,012	559,112	(20,025,021)	8,689,269
Balance, shares at Jun. 30, 2023	1	11,655,936
Net income (loss)						(2,022,344)	(2,022,344)
Share-based compensation charges				201,365			201,365
Foreign Currency Translastion					(283,544)		(283,544)
Shelf Registration Offering – see Note 8		$ 362		2,457,642			2,458,004
Shelf Registration Offering, shares		3,618,521
Private Placement Offiering – see Note 8				1,552,819			1,552,819
Balance at Sep. 30, 2023		$ 1,528		$ 32,365,838	$ 275,568	$ (22,047,365)	$ 10,595,569
Balance, shares at Sep. 30, 2023	1	15,274,457

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (6,739,999)	$ (3,790,090)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	656,100	283,189
Stock-based compensation and common stock issued for services	838,911	937,402
Accretion of debt discount		1,299,985
FMV adjustment for Contingent Stock		(181,000)
FMV adjustment for Warrants	(415,958)	(3,262,649)
Equity Issuance costs	205,112	550,433
Foreign exchange gain	33,729	(8,007)
Changes in operating assets:
Prepaid expenses and other current assets	(23,032)	(68,445)
Inventory	(1,039,152)	(9,961)
Other assets		(12,000)
Accounts payable and accrued liabilities	339,352	(129,877)
Net cash used in operating activities	(6,144,937)	(4,391,020)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets or deposits paid	(232,295)	(579,683)
Other assets – escrow, asset acquisition and other	(199,084)	(2,365,576)
Net cash used in investing activities	(431,379)	(2,945,259)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from Initial Public Offering and additional offerings	8,029,628	14,202,975
Repayment of Note Payable		(2,000,000)
Proceeds from subscriptions receivable		32,500
Net cash provided by financing activities	8,029,628	12,235,475
Effect of exchange rate changes on cash	(69,792)	11,477
NET INCREASE (DECREASE) IN CASH	1,383,520	4,910,673
CASH — BEGINNING OF YEAR	4,170,897	1,479,166
CASH — END OF PPERIOD	5,554,417	6,389,839
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest		47,111
Non-cash investing and financing activity:
FMV for Common Stock Issued for Contingent Shares		496,000
Common stock issued and vested stock options for fixed assets acquired		63,612
Common stock issued and vested stock options issued as consideration for acquisition		$ 60,435

Description of Business

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Description of Business

Note 1. Description of Business

Nature of Business and Going Concern

The Company’s fiscal year ends on December 31.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED September 30, 2023 AND 2022

Note 2. Summary of Significant Accounting Policies (continued)

Use of Estimates

Cash and Cash Equivalents

Inventories

Fair Value Measurements

The Company’s outstanding warrants are fair valued on a recurring basis with the trading price which could cause fluctuations in operating results at the reporting periods.

Level 1

Level 2

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 2. Summary of Significant Accounting Policies (continued)

Level 3

Fixed Assets

Impairment of Long-Lived Assets

There were no impairment losses recognized during the nine months ended September 30, 2023.

Purchased Identified Intangible Assets

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 2. Summary of Significant Accounting Policies (continued)

Stock-based Compensation Expense

Derivative Instruments

Foreign Currency Translation/Transactions

Comprehensive income (loss)

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 2. Summary of Significant Accounting Policies (continued)

Basic and Diluted Loss Per Share

Income Taxes

Research and Development Costs

Research and development costs are expensed as incurred.

Contingencies

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 2. Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

The Company does not expect the adoption of any accounting pronouncements to have a material impact on the condensed consolidated financial statements.

We reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for our operations.

Inventories

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventories

Note 3. Inventories

Inventories, net consisted of the following at:

Schedule of Inventories

	September 30, 2023		December 31, 2022
Raw materials	$	226,124	$	106,088
Work in process		113,467		49,144
Finished goods		947,558		30,572
Total	$	1,287,149	$	185,804

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Fixed Assets

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Fixed Assets

Note 4. Fixed Assets

Fixed asset, net, is summarized as follows as of:

	September 30, 2023			December 31, 2022

Land	$	245,494		$	242,240
Building		2,859,849			2,824,481
Machinery and Equipment		4,843,149			4,601,293
Computer Systems and Website & Other		290,661			16,600
Total Fixed Assets		8,239,153			7,684,614
Less: accumulated depreciation		(1,326,262	)		(679,724	)
Fixed asset, net	$	6,912,891		$	7,004,890

Asset Acquisition

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Asset Acquisition

Note 5. Asset Acquisition

Safegard Medical, Kft

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 5. Asset Acquisition (continued)

The relative fair value of the assets acquired and related deferred tax liability is as follows:


Land	$	226,000
Building and affixed assets		2,648,000
Machinery		158,000
Inventory		32,000
Intangibles		64,712
Deferred tax liability		(192,000	)

Total	$	2,936,712

Nephron Asset Purchase Agreement

Other Assets

9 Months Ended

Sep. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

Note 6. Other Assets

Other assets as of September 30, 2023 and December 31, 2022 are summarized as follows:

Schedule of Other Assets

	2023		2022
Intangibles, net		52,818		62,480
Deposits or advance payments on machinery, molds, components, or technology (see Note 15)		473,578		336,466
Other		370		12,370
Other assets	$	526,766	$	411,316

Note Purchase Agreement

9 Months Ended

Sep. 30, 2023

Note Purchase Agreement

Note Purchase Agreement

Note 7. Note Purchase Agreement

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 7. Note Purchase Agreement (continued)

The Contingent Stock and Contingent Warrant liabilities were measured at FMV on the date of issuance (based on the Black-Scholes valuation model).

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 7. Note Purchase Agreement (continued)

Stockholders’ Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Equity

Note 8. Stockholders’ Equity

Capital Structure

Common Stock

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 8. Stockholders’ Equity (continued)

Warrants

Preferred Stock

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Preferred Stock

Note 9. Preferred Stock

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Warrant Liability

9 Months Ended

Sep. 30, 2023

Warrant Liability

Warrant Liability

Note 10. Warrant Liability

The Warrant liability at September 30, 2023 (See Note 8 – Warrants) was as follows:

Schedule of Warrant Liability


Trading and Overallotment Warrants	$	948,750
Note Warrants		25,882
Offering Warrants: February 2023		216,573
Offering Warrants: September 2023		985,204
Total Warrant liability	$	2,176,410

The Warrants outstanding at September 30, 2023 are as follows:

Schedule of Warrant Outstanding


Trading and Overallotment Warrants			8,812,500
Note warrants			235,295
Offering Warrants – February 2023			2,248,521
Offering Warrants – September 2023			8,750,003
Warrants issued for services arrangement			360,000
Total Warrants Outstanding			20,406,319

	Total

FMV of Note Warrants	$	30,588
FMV of Trading and Overallotment Warrants		1,121,250
FMV of Offering Warrants: February 2023, at issuance		455,326
FMV of Offering Warrants: September 2023, at issuance		985,204
Change in fair value of warrant liability for the nine months ended September 30,2023		(415,958	)

Fair Value at September 30, 2023	$	2,176,410

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Stock Options

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock Options

Note 11. Stock Options

A summary of options granted and outstanding is presented below.

	September 30, 2023
	Options			Weighted Average Exercise Price
Outstanding at Beginning of year		1,358,122		$	4.37
Granted		1,065,000			1.35
Forfeited		(14,286	)		1.75
Outstanding at end of period		2,408,836		$	3.03

Exercisable at end of period		1,775,243		$	3.57

The following is the summary of option grants in 2023.

	1)	During the three months ended March 31, 2023 , the Company granted five-year options (the “Options”) to purchase a total of 975,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to its directors, executive officers, employees and consultants pursuant to the Company’s. 2022 and 2023 Equity Incentive Plans. The Options are exercisable at $1.37 per share which was the closing price on January 25, 2023. Of the Options granted, Options to purchase an aggregate of 495,000 shares of Common Stock were issued to executive officers Options to purchase an aggregate of 455,000 shares of Common Stock were issued to directors and Options to purchase an aggregate of 25,000 shares of Common Stock to employees and a consultant. In connection with an employment agreement Company granted five-year options to purchase 50,000 shares of common stock in February 2023 under the 2022 Equity Incentive Plan. (See Note 15).

	2)	During the three months ended September 30, 2023, the Company granted 40,000 to an employee and a consultant under the 2023 Equity Incentive Plan.

Exercise Prices		Shares Outstanding		Weighted Average Remaining Contractual Life		Shares Exercisable
$	.43 to .48		40,000		4.83		9,731
$	1.21		307,500		3.67		237,052
$	1.30		50,000		4.46		31,250
$	1.37		975,000		4.42		490,000
$	1.39		10,000		4.00		10,000
$	1.75		54,286		2.50		54,286
$	2.80		141,429		3.00		141,429
$	4.25		50,000		3.75		50,000
$	4.38		244,286		1.50		244,286
$	7.00		536,335		2.25		507,209

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 11. Stock Options (continued)

For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $178,895 and $796,606, respectively, recorded in general and administrative.

Expected term (years)	2.88 to 3.25
Expected volatility	75.40% to 89.93		%
Risk-free interest rate	3.71% to 4.27		%
Dividend rate		0	%

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 12. Income Taxes

Related Party Transactions and Balances

9 Months Ended

Sep. 30, 2023

Related Party Transactions and Balances

Note 13. Related Party Transactions and Balances

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 14. Fair Value Measurements

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 14. Fair Value Measurements (continued)

As of September 30, 2023, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the Company’s consolidated balance sheet:

	Level 1		Level 2		Level 3		Total

Assets
Cash	$	5,554,417		-		-	$	5,554,417
		-		-		-
Total assets measured at fair value	$	5,554,417		-			$	5,554,417

Liabilities
Warrant liability	$	974,633		1,201,777		-	$	2,176,410

Total liabilities measured at fair value	$	974,633		1,201,777		-	$	2,176,410

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 15. Commitments and Contingencies

Fixed Assets and Other

Contingencies

Royalty Agreement

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Note 15. Commitments and Contingencies (continued)

Employment Agreements and Other

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	*Basis of Presentation* The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and are expressed in U.S. dollars. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED September 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued)
Use of Estimates	*Use of Estimates* The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As of September 30, 2023, the most significant estimates relate to derivative liabilities and stock-based compensation.
Cash and Cash Equivalents	*Cash and Cash Equivalents* The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions.
Inventories	*Inventories* The Company values inventory at the lower of cost (average cost) or net realizable value. Work-in-process and finished goods inventories consist of material, labor, and manufacturing overhead. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. A reserve is established for any excess or obsolete inventories or they may be written off. At September 30, 2023 and December 31, 2022, inventory is comprised of raw materials, including packaging, work in process (components) and finished goods.
Fair Value Measurements	Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value. The Company’s outstanding warrants are fair valued on a recurring basis with the trading price which could cause fluctuations in operating results at the reporting periods. Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment. Level 2 Level 2 applied to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. Level 3 Level 3 applied to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination for Level 3 instruments requires the most management judgment and subjectivity.
Fixed Assets	*Fixed Assets* Fixed assets are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. The Company’s fixed assets consist of land, building, machinery and equipment, molds and website. Depreciation is calculated using the straight-line method commencing on the date the asset is operating in the way intended by management over the following useful lives: Building – 20 years, Machinery and Equipment – 3 -10 years and Website and Computer Systems – 3 years. The expected life for Molds is based on the lesser of the number of parts that will be produced based on the expected mold capability or 5 years.
Impairment of Long-Lived Assets	*Impairment of Long-Lived Assets* Long-lived assets are reviewed for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. There were no impairment losses recognized during the nine months ended September 30, 2023. Purchased Identified Intangible Assets The Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 years. The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. The Company evaluates the carrying value of indefinite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued)
Stock-based Compensation Expense	*Stock-based Compensation Expense* The Company measures its stock-based awards made to employees based on the estimated fair values of the awards as of the grant date. For stock option awards, the Company uses the Black-Scholes option-pricing model. Stock-based compensation expense is recognized over the requisite service period and is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. The Company recognizes forfeitures of stock-based awards as they occur on a prospective basis. Stock-based compensation expense for awards granted to non-employees as consideration for services received is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be more reliably measured.
Derivative Instruments	*Derivative Instruments* The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 480”), Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. At their issuance date and as of September 30, 2023, the warrants (see Notes 8 and 10) were accounted for as liabilities as these instruments did not meet all of the requirements for equity classification under ASC 815-40 based on the terms of the aforementioned warrants. The resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations and comprehensive loss.
Foreign Currency Translation/Transactions	*Foreign Currency Translation/Transactions* The Company has determined that the functional currency for its foreign subsidiary is the local currency. For financial reporting purposes, assets and liabilities denominated in foreign currencies are translated at current exchange rates and profit and loss accounts are translated at weighted average exchange rates. Resulting translation gains and losses are included as a separate component of stockholders’ equity as accumulated other comprehensive income or loss. Gains or losses resulting from transactions entered into in other than the functional currency are recorded as foreign exchange gains and losses in the consolidated statements of operations and comprehensive loss.
Comprehensive income (loss)	*Comprehensive income (loss)* Comprehensive income (loss) consists of the Company’s consolidated net loss and foreign currency translation adjustments related to its subsidiary. Foreign currency translation adjustments included in comprehensive loss were not tax effected as the Company has a full valuation allowance at September 30, 2023 and December 31, 2022. Accumulated other comprehensive income (loss) is a separate component of stockholders’ equity and consists of the cumulative foreign currency translation adjustments. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued)
Basic and Diluted Loss Per Share	*Basic and Diluted Loss Per Share* The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Basic EPS includes the 3,381,479 of pre-funded warrants (see Note 8). Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2023, there were 22,815,155 stock options and warrants that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been anti-dilutive for the periods presented.
Income Taxes	*Income Taxes* The Company must make certain estimates and judgments in determining income tax expenses for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. The provision for income taxes was comprised of the Company’s current tax liability and changes in deferred income tax assets and liabilities. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. Deferred income taxes are determined based on the differences between the financial reporting and tax basis of assets and liabilities. The Company must assess the likelihood that it will be able to recover the Company’s deferred tax assets. If recovery is not likely on a more-likely-than-not basis, the Company must increase its provision for income taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. However, should there be a change in the Company’s ability to recover its deferred tax assets, the provision for income taxes would fluctuate in the period of such change.
Research and Development Costs	*Research and Development Costs* Research and development costs are expensed as incurred. Advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the related goods are delivered or the services are performed.
Contingencies	*Contingencies* Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Gain contingencies are evaluated and not recognized until the gain is realizable or realized. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued)
Recent Accounting Pronouncements	*Recent Accounting Pronouncements* In March 2020, the FASB issued ASC Topic 848, Reference Rate Reform. ASC Topic 848 provides relief for impacted areas as it relates to impending reference rate reform. ASC Topic 848 contains optional expedients and exceptions for applying GAAP to debt arrangements, contracts, hedging relationships, and other areas or transactions that are impacted by reference rate reform. This guidance is effective upon issuance for all entities and elections of certain optional expedients are required to apply the provisions of the guidance. On August 5, 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. ASU 2020-06 simplifies the guidance in U.S. GAAP on the issuer’s accounting for convertible debt instruments, requires entities to provide expanded disclosures about “the terms and features of convertible instruments” and how the instruments have been reported in the entity’s financial statements. It also removes from ASC 815-40-25-10 certain conditions for equity classification and amends certain guidance in ASC 260, Earnings per Share, on the computation of EPS for convertible instruments and contracts on an entity’s own equity. An entity can use either a full or modified retrospective approach to adopt the ASU’s guidance. The ASU’s amendments are effective for smaller public business entities fiscal years beginning after December 15, 2023. The Company continues to assess all potential impact of the standard and will disclose the nature and reason for any elections that the Company makes. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, intended to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendment also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. ASU No. 2022-03 is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. For all other entities, it is effective for fiscal years, including interim periods within those fiscal years beginning after December 15, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is evaluating the adoption of the amendments and the potential impact it may have, if any, on its financial statements. The Company does not expect the adoption of any accounting pronouncements to have a material impact on the condensed consolidated financial statements. We reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for our operations.

Inventories (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories, net consisted of the following at:

Schedule of Inventories

	September 30, 2023		December 31, 2022
Raw materials	$	226,124	$	106,088
Work in process		113,467		49,144
Finished goods		947,558		30,572
Total	$	1,287,149	$	185,804

Fixed Assets (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Fixed asset, net, is summarized as follows as of:

	September 30, 2023			December 31, 2022

Land	$	245,494		$	242,240
Building		2,859,849			2,824,481
Machinery and Equipment		4,843,149			4,601,293
Computer Systems and Website & Other		290,661			16,600
Total Fixed Assets		8,239,153			7,684,614
Less: accumulated depreciation		(1,326,262	)		(679,724	)
Fixed asset, net	$	6,912,891		$	7,004,890

Asset Acquisition (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Fair Value of the Assets Acquisition

The relative fair value of the assets acquired and related deferred tax liability is as follows:


Land	$	226,000
Building and affixed assets		2,648,000
Machinery		158,000
Inventory		32,000
Intangibles		64,712
Deferred tax liability		(192,000	)

Total	$	2,936,712

Other Assets (Tables)

9 Months Ended

Sep. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Assets

Other assets as of September 30, 2023 and December 31, 2022 are summarized as follows:

Schedule of Other Assets

	2023		2022
Intangibles, net		52,818		62,480
Deposits or advance payments on machinery, molds, components, or technology (see Note 15)		473,578		336,466
Other		370		12,370
Other assets	$	526,766	$	411,316

Warrant Liability (Tables)

9 Months Ended

Sep. 30, 2023

Warrant Liability

Schedule of Warrant Liability

The Warrant liability at September 30, 2023 (See Note 8 – Warrants) was as follows:

Schedule of Warrant Liability


Trading and Overallotment Warrants	$	948,750
Note Warrants		25,882
Offering Warrants: February 2023		216,573
Offering Warrants: September 2023		985,204
Total Warrant liability	$	2,176,410

Schedule of Warrant Outstanding

The Warrants outstanding at September 30, 2023 are as follows:

Schedule of Warrant Outstanding


Trading and Overallotment Warrants			8,812,500
Note warrants			235,295
Offering Warrants – February 2023			2,248,521
Offering Warrants – September 2023			8,750,003
Warrants issued for services arrangement			360,000
Total Warrants Outstanding			20,406,319

Schedule of Changes in the Warrant Liability

	Total

FMV of Note Warrants	$	30,588
FMV of Trading and Overallotment Warrants		1,121,250
FMV of Offering Warrants: February 2023, at issuance		455,326
FMV of Offering Warrants: September 2023, at issuance		985,204
Change in fair value of warrant liability for the nine months ended September 30,2023		(415,958	)

Fair Value at September 30, 2023	$	2,176,410

Stock Options (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Granted and Outstanding

A summary of options granted and outstanding is presented below.

	September 30, 2023
	Options			Weighted Average Exercise Price
Outstanding at Beginning of year		1,358,122		$	4.37
Granted		1,065,000			1.35
Forfeited		(14,286	)		1.75
Outstanding at end of period		2,408,836		$	3.03

Exercisable at end of period		1,775,243		$	3.57

Schedule of Information about Options Outstanding

Exercise Prices		Shares Outstanding		Weighted Average Remaining Contractual Life		Shares Exercisable
$	.43 to .48		40,000		4.83		9,731
$	1.21		307,500		3.67		237,052
$	1.30		50,000		4.46		31,250
$	1.37		975,000		4.42		490,000
$	1.39		10,000		4.00		10,000
$	1.75		54,286		2.50		54,286
$	2.80		141,429		3.00		141,429
$	4.25		50,000		3.75		50,000
$	4.38		244,286		1.50		244,286
$	7.00		536,335		2.25		507,209

Schedule of Fair Value of Stock Option Awards

Expected term (years)	2.88 to 3.25
Expected volatility	75.40% to 89.93		%
Risk-free interest rate	3.71% to 4.27		%
Dividend rate		0	%

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

As of September 30, 2023, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the Company’s consolidated balance sheet:

	Level 1		Level 2		Level 3		Total

Assets
Cash	$	5,554,417		-		-	$	5,554,417
		-		-		-
Total assets measured at fair value	$	5,554,417		-			$	5,554,417

Liabilities
Warrant liability	$	974,633		1,201,777		-	$	2,176,410

Total liabilities measured at fair value	$	974,633		1,201,777		-	$	2,176,410

Description of Business (Details Narrative) - USD ($)	Apr. 19, 2022	Apr. 14, 2022	Sep. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Working capital			$ 3,347,912
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Initial public offering	$ 14,200,000	$ 14,200,000

Summary of Significant Accounting Policies (Details Narrative)	9 Months Ended
	Sep. 30, 2023 USD ($) shares
Property, Plant and Equipment [Line Items]
Impairment losses \| $	$ 0
Warrant [Member]
Property, Plant and Equipment [Line Items]
Pre-funded warrants	3,381,479
Stock Options and Warrants [Member]
Property, Plant and Equipment [Line Items]
Stock options and warrants	22,815,155
Building [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful lives	20 years
Machinery and Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful lives	3 years
Machinery and Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful lives	10 years
Website and Computer Systems [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful lives	3 years

Schedule of Inventories (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 226,124	$ 106,088
Work in process	113,467	49,144
Finished goods	947,558	30,572
Total	$ 1,287,149	$ 185,804

Schedule of Property, Plant and Equipment (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total Fixed Assets	$ 8,239,153	$ 7,684,614
Less: accumulated depreciation	(1,326,262)	(679,724)
Fixed asset, net	6,912,891	7,004,890
Land [Member]
Property, Plant and Equipment [Line Items]
Total Fixed Assets	245,494	242,240
Building [Member]
Property, Plant and Equipment [Line Items]
Total Fixed Assets	2,859,849	2,824,481
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total Fixed Assets	4,843,149	4,601,293
Computer Systems And Website And Other Website [Member]
Property, Plant and Equipment [Line Items]
Total Fixed Assets	$ 290,661	$ 16,600

Fixed Assets (Details Narrative) - USD ($)	9 Months Ended
Fixed Assets (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Depreciation	$ 646,538	$ 280,053
Balance due on machinery	$ 100,000
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Acquisition of machinery		$ 63,612

Schedule of Fair Value of the Assets Acquisition (Details) - Safegard Medical, Inc [Member]	Jul. 06, 2022 USD ($)
Business Acquisition [Line Items]
Land	$ 226,000
Building and affixed assets	2,648,000
Machinery	158,000
Inventory	32,000
Intangibles	64,712
Deferred tax liability	(192,000)
Total	$ 2,936,712

Asset Acquisition (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended	9 Months Ended
Asset Acquisition (Details Narrative) - USD ($)	Sep. 22, 2023	Sep. 19, 2023	Jul. 06, 2022	Jun. 30, 2020	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Building [Member]
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life							20 years
Machinery and Equipment [Member] \| Minimum [Member]
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life							5 years
Machinery and Equipment [Member] \| Maximum [Member]
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life							10 years
Finite-Lived Intangible Assets [Member]
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life							5 years
Safegard Medical, Inc [Member]
Business Acquisition [Line Items]
Acquisition cost			$ 2,936,712
Fair value of assets acquired			$ 53,576
Share Purchase Agreement [Member]
Business Acquisition [Line Items]
Initial purchase agreement				$ 2,500,000
Operating costs					$ 0	$ 575,000
Share Purchase Agreement [Member] \| Equity Option [Member]
Business Acquisition [Line Items]
Stock options issued				35,714
Exercise price				$ 7.00
Vested options, value				$ 183,135
Share Purchase Agreement [Member] \| Stock Option One [Member]
Business Acquisition [Line Items]
Stock options issued				50,000
Exercise price			$ 4.25
Share Purchase Agreement [Member] \| Common Stock [Member]
Business Acquisition [Line Items]
Additional consideration, shares				28,571
Share price				$ 7.00
Fair market value of common stock				$ 200,000
Asset Purchase Agreement [Member] \| Nephron Pharmaceuticals Corporation [Member]
Business Acquisition [Line Items]
Purchase price	$ 40,378,594
Debt Instrument, Term	5 years
Debt Instrument, Face Amount	$ 10,000,000.0
Interest rate	8.00%
Warrants and rights outstanding term	5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.56
Nephron Asset Purchase Agreement [Member] \| Nephron Pharmaceuticals Corporation [Member]
Business Acquisition [Line Items]
Initial purchase agreement		$ 32,000,000.0
Purchase price		$ 450,000,000.0

Schedule of Other Assets (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Intangibles, net	$ 52,818	$ 62,480
Deposits or advance payments on machinery, molds, components, or technology (see Note 15)	473,578	336,466
Other	370	12,370
Other assets	$ 526,766	$ 411,316

Other Assets (Details Narrative) - USD ($)	9 Months Ended
Other Assets (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Amortization	$ 10,594	$ 3,136

Note Purchase Agreement (Details Narrative) - USD ($)					3 Months Ended			9 Months Ended		12 Months Ended
Note Purchase Agreement (Details Narrative) - USD ($)	Feb. 13, 2023	Apr. 19, 2022	Apr. 14, 2022	Dec. 14, 2021	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gain loss on sale of derivatives					$ 321,981	$ (635,283)		$ 415,958	$ 3,443,647
Common stock, shares issued					15,274,457			15,274,457		9,407,415
Fair market value of warrant	$ 455,326		$ 5,200,000		$ 22,470			$ 42,306
Note Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair market value of warrant										$ 127,059
Note Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Interest rate					8.00%			8.00%
Contingent stock liability				$ 677,000
Contingent warrants liability				585,000
Allocation of debt issuance cost to contingent stock and contingent warrants											$ 124,460
Notes payable					$ 665,000			$ 665,000
Debt discount					$ 1,335,000			$ 1,335,000
Interest expense							$ 39,111
Accreted interest							206,417
Notes payable		$ 2,000,000
Gain loss on sale of derivatives							$ 287,000
Common stock, shares issued		235,295
Fair market value of warrant		$ 496,000
Note Purchase Agreement [Member] \| Note Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contingent warrant								235,295
Exercise price								$ 4.25
Note Purchase Agreement [Member] \| Unrelated Third Party Purchasers [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument face amount				$ 2,000,000
Interest rate				8.00%
Debt description				As additional consideration to the Purchasers for providing the financing, the Company also agreed to a) issue each Purchaser a number of shares of the Company’s Common Stock equal to 50% of the original principal amount of each Purchaser’s Note (the “Contingent Stock”) and b) issue each Purchaser a number of warrants, which would allow the Purchasers to purchase additional shares of the Company’s Common Stock, equal to 50% of the original principal amount each Purchaser’s Note for a term of 5.0 years (the “Contingent Warrants”).
Debt issuance costs				$ 197,500

Stockholders’ Equity (Details Narrative) - USD ($)								1 Months Ended			3 Months Ended			9 Months Ended			12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Sep. 29, 2023	Feb. 13, 2023	Feb. 03, 2023	Apr. 19, 2022	Apr. 14, 2022	Apr. 13, 2022	Mar. 22, 2022	Sep. 30, 2023	Feb. 28, 2023	Apr. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Mar. 02, 2023	Apr. 18, 2019	Dec. 11, 2017
Subsidiary, Sale of Stock [Line Items]
Common stock, share authorized							50,000,000	100,000,000			100,000,000			100,000,000	100,000,000		100,000,000		50,000,000	20,000,000
Common stock, par value								$ 0.0001			$ 0.0001			$ 0.0001	$ 0.0001		$ 0.0001			$ 0.0001
Preferred stock, shares authorized							10,000	1,000,000			1,000,000			1,000,000	1,000,000		1,000,000		10,000
Preferred stock, par value							$ 0.001	$ 0.0001			$ 0.0001			$ 0.0001	$ 0.0001		$ 0.0001		$ 0.001
Conversion of stock, description							Pursuant to the merger agreement, (i) the Company merged with and into Sharps Nevada, (ii) each 3.5 shares of common stock of the Company were converted into one share of common stock of Sharps Nevada and (iii) the articles of incorporation and bylaws of Sharps Nevada, became the articles of incorporation and bylaws of the surviving corporation.
Gross proceeds	$ 5,600,000
Other offering expenses	$ 716,000
Additional paid in capital		$ 2,800,000			$ 9,000,000.0			$ 32,365,838			$ 32,365,838			$ 32,365,838	$ 24,733,306		$ 24,733,306
Fair value adjustment of warrants		$ 455,326			5,200,000						$ 22,470			$ 42,306
Warrants received								20,406,319			20,406,319			20,406,319
Common stock issued for services, shares															235,000
Common stock issued for services, value													$ 60,551		$ 290,551
Volatility, minimum											37.45%
Volatility, maximum											44.83%
Expected term											3 years
Risk free interest rate, minimum											3.58%
Risk free interest rate, maximum											4.43%
Dividend rate											0.00%			0.00%
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price						$ 1.56
Warrants exercise price term						5 years												5 years
Exerice price adjusted	$ 0.64
Initial public offering						3,750,000
Exercise price						$ 4.25
Warrants received				1,125,000
Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of warrants			2,248,521
Shares issued price per share			$ 1.69
Exercise price			$ 1.56
Warrants exercise price term			5 years
Net proceeds from offering			$ 3,200,000
Offering expenses			$ 600,000
Exerice price adjusted	$ 0.64
Note Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value adjustment of warrants				$ 496,000
Common stock issued for services, shares															235,295
Shelf Offering [Member] \| Securities Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Net proceeds from IPO	$ 2,500,000
Net fees	$ 362,000
Issuance of warrants	3,618,521
Shares issued price per share	$ 0.64
Exercise price	$ 0.001
Shelf Offering [Member] \| Securities Purchase Agreement [Member] \| Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Prefunded warrants	800,000
Exercise price	$ 0.639
Private Placement [Member] \| Securities Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Net fees	$ 354,000
Proceeds from Issuance of Private Placement	2,400,000
Additional paid in capital	1,600,000
Fair value adjustment of warrants	$ 985,204
Private Placement [Member] \| Securities Purchase Agreement [Member] \| PIPE Pre Funded Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of warrants	2,581,479
Exercise price	$ 0.64
Warrants exercise price term	5 years 6 months
Non Trading Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of warrants	8,750,003								2,248,521		225,000			360,000
Fair value adjustment of warrants											$ 56,172			$ 238,752
Expected term									5 years					4 years 4 months 9 days
Dividend rate									0.00%					0.00%
Volatility									41.24%					45.31%
Risk free interest rate									3.71%					4.54%
Warrants cost								$ 216,573	$ 455,326		$ 216,573			$ 216,573
Securities Purchase Agreement [Member] \| Purchase Agreement [Member] \| PIPE Pre Funded Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share			$ 1.074
Exercise price			$ 1.073
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Net proceeds from IPO				$ 14,200,000	$ 14,200,000
Exercise price								$ 5.32			$ 5.32			$ 5.32
Fair value adjustment of warrants														$ 228,750
Warrants received								187,500			187,500			187,500
Expected term														5 years
Dividend rate														0.00%
Volatility														93.47%
Risk free interest rate														2.77%
Warrants cost								$ 11,250			$ 11,250			$ 11,250
Note Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of warrants				235,295
Exercise price				$ 4.25				$ 1.56			$ 1.56			$ 1.56
Warrants exercise price term				5 years
Fair value adjustment of warrants																	127,059
Note Warrant [Member] \| Note Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price														$ 4.25
Non Trading PIPE [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of warrants								8,750,003
Expected term								5 years 6 months
Dividend rate								0.00%
Volatility								45.30%
Risk free interest rate								4.48%
Non Trading PIPE [Member] \| PIPE Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants cost								$ 985,204			$ 985,204			$ 985,204
Trading Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of warrants										7,500,000
Fair value adjustment of warrants											258,750	$ (618,413)		172,500		$ 2,760,000
Warrants cost										$ 5,778,750					$ 1,121,250		1,121,250
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of warrants										1,125,000
Note Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value adjustment of warrants											$ 7,059	$ (16,870)		$ 4,706		$ 75,295
Warrants received								235,295			235,295			235,295
Warrants cost								$ 25,882			$ 25,882			$ 25,882
Warrant outstanding																	$ 157,647

Preferred Stock (Details Narrative) - Series A Preferred Stock [Member] - Alan Blackman [Member]	Dec. 31, 2021	Feb. 28, 2018
IPO [Member]
Class of Stock [Line Items]
Ownership interest percentage		10.00%
Director [Member]
Class of Stock [Line Items]
Ownership interest percentage	50.10%
Director [Member] \| IPO [Member]
Class of Stock [Line Items]
Ownership interest percentage	29.50%

Schedule of Warrant Liability (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Total Warrant liability	$ 2,176,410	$ 1,151,838
Trading And Overallotment Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Total Warrant liability	948,750
Note Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Total Warrant liability	25,882
Offering Warrants February 2023 [Member]
Subsidiary, Sale of Stock [Line Items]
Total Warrant liability	216,573
Offering Warrants September 2023 [Member]
Subsidiary, Sale of Stock [Line Items]
Total Warrant liability	$ 985,204

Schedule of Warrant Outstanding (Details)	Sep. 30, 2023 shares
Subsidiary, Sale of Stock [Line Items]
Total Warrants Outstanding	20,406,319
Trading And Overallotment Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Total Warrants Outstanding	8,812,500
Note Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Total Warrants Outstanding	235,295
Offering Warrants February 2023 [Member]
Subsidiary, Sale of Stock [Line Items]
Total Warrants Outstanding	2,248,521
Offering Warrants September 2023 [Member]
Subsidiary, Sale of Stock [Line Items]
Total Warrants Outstanding	8,750,003
Warrants Issued for Service Management [Member]
Subsidiary, Sale of Stock [Line Items]
Total Warrants Outstanding	360,000

Schedule of Changes in the Warrant Liability (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Warrant Liability
FMV of Note Warrants	$ 30,588
FMV of Trading and Overallotment Warrants	1,121,250
FMV of Offering Warrants: February 2023, at issuance	455,326
FMV of Offering Warrants: September 2023, at issuance	985,204
Change in fair value of warrant liability for the nine months ended September 30,2023	(415,958)
Fair Value at September 30, 2023	$ 2,176,410	$ 1,151,838

Schedule of Stock Options Granted and Outstanding (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Stock option, beginning balance \| shares	1,358,122
Weighted average exercise price, beginning balance \| $ / shares	$ 4.37
Shares, options granted \| shares	1,065,000
Weighted average exercise price, options granted \| $ / shares	$ 1.35
Shares, options granted \| shares	(14,286)
Weighted average exercise price, options granted \| $ / shares	$ 1.75
Stock option, ending balance \| shares	2,408,836
Weighted average exercise price, ending balance \| $ / shares	$ 3.03
Stock option, exercisable \| shares	1,775,243
Weighted average exercise price, exercisable \| $ / shares	$ 3.57

Schedule of Information about Options Outstanding (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock option, exercise price, lower range \| $ / shares	$ 0.43
Stock option, exercise price \| $ / shares	$ 0.48
Stock option, shares outstanding	40,000
Stock option, weighted average remaining contractual life	4 years 9 months 29 days
Stock option, shares exercisable	9,731
Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock option, exercise price \| $ / shares	$ 1.21
Stock option, shares outstanding	307,500
Stock option, weighted average remaining contractual life	3 years 8 months 1 day
Stock option, shares exercisable	237,052
Exercise Price Range Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock option, exercise price \| $ / shares	$ 1.30
Stock option, shares outstanding	50,000
Stock option, weighted average remaining contractual life	4 years 5 months 15 days
Stock option, shares exercisable	31,250
Exercise Price Range Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock option, exercise price \| $ / shares	$ 1.37
Stock option, shares outstanding	975,000
Stock option, weighted average remaining contractual life	4 years 5 months 1 day
Stock option, shares exercisable	490,000
Exercise Price Range Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock option, exercise price \| $ / shares	$ 1.39
Stock option, shares outstanding	10,000
Stock option, weighted average remaining contractual life	4 years
Stock option, shares exercisable	10,000
Exercise Price Range Six [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock option, exercise price \| $ / shares	$ 1.75
Stock option, shares outstanding	54,286
Stock option, weighted average remaining contractual life	2 years 6 months
Stock option, shares exercisable	54,286
Exercise Price Range Seven [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock option, exercise price \| $ / shares	$ 2.80
Stock option, shares outstanding	141,429
Stock option, weighted average remaining contractual life	3 years
Stock option, shares exercisable	141,429
Exercise Price Range Eight [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock option, exercise price \| $ / shares	$ 4.25
Stock option, shares outstanding	50,000
Stock option, weighted average remaining contractual life	3 years 9 months
Stock option, shares exercisable	50,000
Exercise Price Range Nine [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock option, exercise price \| $ / shares	$ 4.38
Stock option, shares outstanding	244,286
Stock option, weighted average remaining contractual life	1 year 6 months
Stock option, shares exercisable	244,286
Exercise Price Range Ten [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock option, exercise price \| $ / shares	$ 7.00
Stock option, shares outstanding	536,335
Stock option, weighted average remaining contractual life	2 years 3 months
Stock option, shares exercisable	507,209

Schedule of Fair Value of Stock Option Awards (Details)	3 Months Ended	9 Months Ended
Schedule of Fair Value of Stock Option Awards (Details)	Sep. 30, 2023	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	3 years
Dividend rate	0.00%	0.00%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)		2 years 10 months 17 days
Expected volatility		75.40%
Risk-free interest rate		3.71%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)		3 years 3 months
Expected volatility		89.93%
Risk-free interest rate		4.27%

Stock Options (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended				9 Months Ended
Stock Options (Details Narrative) - USD ($)	Feb. 09, 2023	Feb. 28, 2023	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Jan. 25, 2023	Dec. 31, 2022	Dec. 11, 2017
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term			3 years
Stock option purchase shares	50,000
Ciommon stock, par value			$ 0.0001				$ 0.0001			$ 0.0001	$ 0.0001
Granted							1,065,000
Unrecognized stock based compensation			$ 576,655				$ 576,655
Share based compensation					$ 287,298			$ 876,851
Stock based charges relating to acquisition					19,534			60,435
Stock based charges relating to purchase of machinery						$ 63,512
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation			$ 178,895		264,269		796,606	803,640
Research and Development Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation					$ 23,029			$ 73,211
Employment Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation							$ 67,000
Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option purchase shares				495,000
Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option purchase shares				455,000
Employees and Consultant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option purchase shares				25,000
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term				5 years
Stock option purchase shares				975,000
Ciommon stock, par value				$ 0.0001
Options exercisable				$ 1.37
Granted			40,000
Stock available for issuance									1,400,000
2022 Equity Incentive Plan [Member] \| Employment Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term		5 years
Stock option purchase shares		50,000

Income Taxes (Details Narrative)	3 Months Ended		9 Months Ended
Income Taxes (Details Narrative)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate percentage	0.00%	0.00%	0.00%	0.00%

Related Party Transactions and Balances (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Officers and Directors [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accounts payable and accrued liabilities	$ 68,500	$ 105,667

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Assets
Cash	$ 5,554,417
Total assets measured at fair value	5,554,417
Liabilities
Warrant liability (Notes 8 and 10)	2,176,410	$ 1,151,838
Total liabilities measured at fair value	2,176,410
Fair Value, Inputs, Level 1 [Member]
Assets
Cash	5,554,417
Total assets measured at fair value	5,554,417
Liabilities
Warrant liability (Notes 8 and 10)	974,633
Total liabilities measured at fair value	974,633
Fair Value, Inputs, Level 2 [Member]
Assets
Cash
Total assets measured at fair value
Liabilities
Warrant liability (Notes 8 and 10)	1,201,777
Total liabilities measured at fair value	1,201,777
Fair Value, Inputs, Level 3 [Member]
Assets
Cash
Liabilities
Warrant liability (Notes 8 and 10)
Total liabilities measured at fair value

Commitments and Contingencies (Details Narrative) - USD ($)							1 Months Ended					3 Months Ended		9 Months Ended
	Nov. 10, 2023	Jun. 01, 2023	Feb. 09, 2023	Sep. 30, 2022	Sep. 01, 2022	Aug. 01, 2022	Aug. 14, 2023	Oct. 31, 2022	May 31, 2019	Sep. 30, 2018	Jul. 31, 2017	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total order costs to purchase equipment and molds														$ 459,463
Progress payments														216,714
Severance costs							$ 346,000
Medical benefit cost																$ 29,000
Outstanding balance														298,000
Annual compensation			$ 235,000
Options to purchase shares			50,000
Stock option, exercise price			$ 1.30
Share based compensation													$ 287,298		$ 876,851
Mr. Blackman [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued bonus																	$ 250,000
Payment for bonuses												$ 65,000
Royalty Agreement [Member] \| Barry Berler [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty percentage									2.00%	2.00%	4.00%
Single payment obligation										$ 500,000
Employment Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Salaries and wages					$ 320,000	$ 256,000
Annual compensation				$ 225,000
Payment for incentive fee				$ 18,750
Annual compensation		$ 600,000
Share based compensation														$ 67,000
Employment Agreement [Member] \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Annual compensation	$ 400,000
Service Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Initial fee								$ 90,000
Monthly fee								$ 12,500
Shares of restricted common stock								200,000
Value of digital marketing activities								$ 300,000
Value of restricted common stock								$ 230,000

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