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Item 5. Market for Registrant’s Common Equity

2024-03-29 compared with 2023-03-31 · 56 added, 37 removed, 33 unchanged (74% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

common stock and warrants are traded on the Nasdaq Capital Markets under the symbol “STSS” and “STSSW,” respectively.

common stock and warrants are traded on the Nasdaq Capital Markets under the symbol “STSS” and “STSSW”,

respectively.

Our common stock and warrants commenced trading on April 14, 2022.

The following tables sets forth the closing high and low price of

the Company’ common stock and warrants, respectively, for the periods indicated as reported on the Nasdaq Capital Markets Exchange.

Stock Closing Prices

Second Quarter

Third Quarter

Fourth Quarter

Warrants Closing Prices

Second Quarter

Third Quarter

Fourth Quarter

of March 28, 2024 there were 15,670,898 common shares issued and outstanding and approximately 131 shareholders of record.

8 unchanged sentences

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, 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.

Company 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.

the Company granted Aegis Capital Corp., as underwriter a 45-day over-allotment option to purchase up to 15% of the number of shares

8 unchanged sentences

acted as the underwriter of the offering.

No offering costs were paid or are payable, directly, or

indirectly, to our directors or officers, to persons owning 10% or more of any class of our equity securities, or to any of our affiliates.

There has been no material change in the expected use of the net proceeds

from our IPO as described in our final prospectus filed with the SEC on April 15, 2022.

Upon receipt, the net proceeds from our IPO were

held in cash and cash equivalents.

As of December 31, 2022, we have used approximately $10 million of the net proceeds from the IPO.

such uses, we plan to continue investing the unused proceeds from the IPO in fixed, non-speculative income instruments and money market

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.

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

Each unit consists of one share of common stock and one non-tradable warrant exercisable for one share of common stock at a

price of $1.56.

No offering costs were paid or are payable, directly, or indirectly,

to our directors or officers, to persons owning 10% or more of any class of our equity securities, or to any of our affiliates.

has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus filed with the

SEC on April 15, 2022.

Upon receipt, the net proceeds from our IPO were held in cash and cash equivalents.

As of December 31, 2023, we

have used the net proceeds from the IPO for working capital, acquisition of the Hungary facility and capital expenditures.

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

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 exercisable for one share of common

stock at a price of $.64 as adjusted down from $1.56.

The warrants have a term of five years from the issuance date.

(See Notes 16 to the Consolidated Financial Statements)

The net proceeds

were used to fund operations and capital expenditures.

(See Note 8 to the Consolidated Financial Statements)

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 net proceeds are being used to fund operations and

capital expenditures.

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

The exercise price of the pre-funded warrants will be $0.001 per share.

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.

At December 31, 2023 the warrant liability is $1,036,875.

(See Note 8 to the Consolidated Financial Statements)

Sales of Unregistered Securities

unregistered equity securities were issued during the April 19, 2022 through March 27, 2023 except for the 235,000 shares issued

in connection with services provided to the Company.

2023, we completed two Private Placements and issued an aggregate of 4,830,000 shares being a) 2,248,521 relating to the February

2023 offering and b) 2,581,479 shares relating to the September 2023 offering.

unregistered equity securities were issued during the period April 19,2022 through December 31, 2022 except for the 235,000 shares

issued in connection with services provided to the Company.

2023, the Company issued 1,065,000 stock options at exercise prices ranging from $.82 to $1.37.

2021, the Company completed stock subscriptions through a private placement for 487,204 shares of common stock at $7.00 per share.

addition, the Company issued 71,429 shares to a vendor for engineering and design services provided for equipment and for partial payments

for equipment begin manufactured, 28,571 shares related to an acquisition and 2,857 shares for services.

2021, the Company granted 511,764 stock options at an exercise price of $7.00, including 71,248 stock options granted to a vendor relating

to an equipment purchase, 114,285 stock options under an executive employment agreement and 35,714 options relating to an acquisition

2022, the Company issued 367,500 stock options at exercise prices ranging from $1.08 to $4.25.

offers, sales, and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(a)(2)

6 unchanged sentences

of Equity Securities by the Issuer and Affiliated Purchasers

did not purchase any of our shares of common stock or other securities during our fiscal year ended December 31, 2022.

did not purchase any of our shares of common stock or other securities during our fiscal years ended December 31, 2023 and 2022.

of our Officers and Directors purchased shares on the open market as reflected in their Section 16b filings (Form 4).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity