What changed in this filing

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Item 9A. Controls and Procedures

2024-03-29 compared with 2023-03-31 · 152 added, 219 removed, 339 unchanged (52% of the section changed)

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of Disclosure Controls and Procedures

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 Annual Report on Form

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period

covered by this Annual Report on Form 10-K, 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.

We maintain disclosure controls and procedures

that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and

communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions

regarding required disclosure.

Because of its inherent limitations, internal control over financial reporting may not prevent or

detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

As required by Rules 13a-15(b)

and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2023 was conducted under the supervision and with the participation

of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on this evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2023, were effective at the reasonable assurance level.

Report on Internal Control over Financial Reporting

Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public

is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting

is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of,

a company’s Principal Executive Officer and Principal Financial Officer and effected by our Board of Directors, management and

other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated

financial statements for external purposes in accordance with generally accepted accounting principles (GAAP).

Our internal control over

financial reporting includes those policies and procedure that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the issuer;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that receipts and expenditures of the issuer are being made only in accordance with the authorization of management of

reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the issuer’s

assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that

the degree of compliance with the policies or procedures may deteriorate.

the course of preparing this Report and the Consolidated Financial Statements included herein, our management conducted an

evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 using the criteria issued

by the Committee of Sponsoring Organizations of the Treadway Commissions (COSO) in the Internal Control-Integrated Framework

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31,

2023 our internal control over financial reporting was effective as of December 31, 2023.

Management has reviewed its assessment with the Audit Committee.

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 Annual Report on Form 10-K that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

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.

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

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.

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 Annual Report on Form 10-K that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Chief Executive Officer and Director

Co-Chairman, Chief Investment Officer and Chief Operating

Chief Financial Officer

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Hayes’ healthcare industry and product management experience qualify him to serve on our board of

Blackman is a Co-Founder of Sharps Technology since 2017.

Commencing in December 2016 and prior to Sharps Technology, he began working

with Barry Berler, the inventor of what is now the Sharps Provensa Ultra- Low Waste smart safety syringe.

He serves as the Company’s

Co-Chairman of the Board since 2021 and has served as a Board Member and Secretary since inception.

He is also the Company’s Chief

Investment Officer and Chief Operating Officer.

Prior to his involvement with Sharps Technology, Mr.

Blackman was an investor in the

medical device industry.

His medical device experience has included cold sterilant technology, infra-red technology for the diagnosis

of deep vein thrombosis, programmable cardiac event monitoring, doppler technology and specialty sutures (surgical stapling).

received his Bachelor of Science degree from Long Island University.

Blackman’s experience as our co-founder qualifies him

to serve on our board of directors.

Crescenzo, CPA has been Chief Financial Officer for Sharps Technology since May 2019 under a consulting agreement with CFO Consulting

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Soren Bo Christiansen

Bo Christiansen, Co -Chairman of the Board for Sharps Technology, joined the team in April 2018 as a Board member, became Chairman of

the Board in December 2018 (and has been co-Chairman since 2021), and was CEO from April 2019 until he stepped down in September 2021.

Bo Christiansen, Chairman of the Board for Sharps Technology, joined the team in April 2018 as a Board member, became Chairman of

the Board in December 2018 (held title of Co-Chairman from September 2021 to May 2023), and was CEO from April 2019 until he stepped down in September 2021.

Christiansen worked for Merck & Co.

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Danner, a member of the Board of Directors and Chairperson of the Audit Committee, joined Sharps Technology in September 2021.

Since 2013, Mr.

Danner has been chief financial and administrative officer of PAY2DAY Solutions, Inc.

dba Authvia, a FinTech

software developer that provides merchants and consumers with a cloud-based CPaaS (Communications Platform as a Service) platform

capable of providing end-to-end payment flows, billing, consumer management, payment analytics, and consumer insights.

Danner was chief executive officer of Alliance MMA, Inc., which was a mixed martial arts organization offering promotional

opportunities for aspiring mixed martial arts fighters.

dba Authvia, a FinTech software developer

that provides merchants and consumers with a cloud-based CPaaS (Communications Platform as a Service) platform capable of providing end-to-end

payment flows, billing, consumer management, payment analytics, and consumer insights.

From 2016 to 2018, Mr.

Danner was chief executive

officer of Alliance MMA, Inc., which was a mixed martial arts organization offering promotional opportunities for aspiring mixed martial

arts fighters.

As a senior business leader, Mr.

Danner has served three Nasdaq-listed

companies as the senior corporate executive.

Additionally, he has acquired extensive Board of Director expertise through six

separate appointments totaling more than twenty-five years with three Nasdaq and OTCQB listed companies including Chairman,

Corporate Secretary and Audit Committee assignments, as well as two development-stage ventures and one not-for-profit enterprise.

Danner served as a Naval Aviator flying the F-14 Tomcat, and subsequently as an Aerospace Engineering Duty Officer supporting

the Naval Air Systems Command, for 8 years on active duty plus 22 years with the reserve component of the United States Navy.

retired from the Navy in 2009 with the rank of Captain.

Danner earned a BS degree in Business Finance from Colorado State

University, and he holds an MBA from the Strome College of Business at Old Dominion University.

Danner’s executive and

marketing experience qualify him to serve on our board of directors.

Danner has served three Nasdaq-listed companies as the senior corporate executive.

Additionally,

he has acquired extensive Board of Director expertise through six separate appointments totaling more than twenty-five years with three

Nasdaq and OTCQB listed companies including Chairman, Corporate Secretary and Audit Committee assignments, as well as two development-stage

ventures and one not-for-profit enterprise.

Danner served as a Naval Aviator flying the F-14 Tomcat, and subsequently as an Aerospace

Engineering Duty Officer supporting the Naval Air Systems Command, for 8 years on active duty plus 22 years with the reserve component

of the United States Navy.

He retired from the Navy in 2009 with the rank of Captain.

Danner earned a BS degree in Business Finance

from Colorado State University, and he holds an MBA from the Strome College of Business at Old Dominion University.

executive and marketing experience qualify him to serve on our board of directors.

Ruemler, a member of the Board of Directors and Chairperson of the Nominating Committee, joined Sharps Technology in September 2021.

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to serve on our board of directors.

board currently consists of five directors, Robert M.

Hayes, Alan R.

Blackman, Soren Bo Christiansen, Paul K.

Danner, and Timothy J.

board currently consists of six directors, Robert M.

Hayes, Soren Bo Christiansen, Paul K.

Danner, Timothy J.

Ruemler, Brenda Baird Simpson and Jason L.

Ruemler and Mr.

Simpson and Mr.

Monroe are “ independent directors ” within the

meaning of the Listing Rules of the Nasdaq Stock Market.

Monroe are “ independent directors ” within the meaning

of the Listing Rules of the Nasdaq Stock Market.

Relationships

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Executive Compensation

amounts below represent the compensation awarded to or earned by or paid to our named executive officers who served as our chief executive

officer or had total compensation of at least $100,000 for the years ended December 31, 2022 and 2021.

amounts below represent the compensation awarded to or earned by or paid to our named executive officers who had total compensation of at least $100,000 for the years ended December 31, 2023 and 2022.

Compensation Table

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Hayes, CEO (1)

Soren Bo Christiansen, Co- Chairman of the Board,

former CEO (2)

Blackman, COO and Co- Chairman of the Board

Barry Berler, CTO (4)

Hayes was appointed

our chief executive officer on September 15, 2021.

Compensation relates to

Christiansen serving as chief executive officer and chairman of the Board from April 2019 to September 15, 2021.

Blackman, Former COO and Co- Chairman of the Board (2) terminated effective May 1, 2023

appointed our chief executive officer on September 15, 2021.

Reflects consulting fees

and/or salary earned, including accrued and unpaid compensation of $91,667 and $54,000 at December 31, 2022 and 2021, respectively.

and/or salary earned, including accrued and unpaid compensation of $91,667 and $ 2022.

Other 2022 payments represent tax differential payments of $29,000 and expense allowance of $8,000.

Other compensation reflects

travel allowances.

Reflects 2022 compensation

as employee from October 1, 2022 to December 31, 2022 and consulting fees paid by CFO Consulting Partners LLC from January 1, 2022

to September 30, 2022 and in 2021 consulting fees from CFO Consulting Partners, LLC, including $7,875 accrued and unpaid, as of December

to September 30, 2022.

Other payments in 2023 reflect reimbursement for medical insurance.

See Note 11 to the audited

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Employment Agreements

are party to an employment agreement, dated September 9, 2021, with Robert M.

Hayes, our chief executive officer.

Under the agreement,

Hayes an annual salary of $270,000, and Mr.

Hayes will be entitled to a performance bonus if the Company achieves certain

revenue amounts.

Hayes also received options to purchase 114,286 shares of common stock at an exercise price of $7.00 per share,

vesting over 3 years.

Hayes was granted options to purchase 70,000, shares of common stock at an exercise price of $1.21,

vesting over 2 years.

In August 2022, the agreement was amended to increase Mr.

Hayes annual salary to $400,000.

The agreement can be

terminated by either party for any reason upon 60 days’ written notice.

were party to a consulting agreement, dated December 2020 and through July 31 2022, with Alan Blackman, our co-founder, chief

operating officer and chief investment officer.

Under the agreement.

Blackman was entitled to compensation of $18,000 per month.

The agreement provided for an annual bonus in the target amount of $216,000, commensurate with the Company’s results and

subject to the approval of the board.

Effective August 1, 2022, we are a party to an employment agreement (2022 Agreement) with a 24

month term with Mr., Blackman in which he received an initial annual salary of $256,000 increased to $320,000, based on an

adjustment formula, and payment for tax differential.

The 2022 Agreement provides for performance bonus at stated periods based on

stated criteria with the bonus amount approved by the Company’s compensation committee.

Blackman also received options:

in 2021, to purchase 38,571 shares of common stock with an exercise price of $7.00 per share, vesting over 3 years and b) in 2022,

to purchase 50,000 shares of common stock with an exercise price of $1.21per share vesting over 2 years.

The agreement can be

terminated by either party for any reason upon 30 days’ written notice.

Subsequent to December 31, 2022, the Company

provided an amended notice to Mr.

Blackman of the termination of his employment agreement with the Company effective May 1, 2023.

Following his receipt of the amended notice of termination from the Company, Mr.

Blackman notified the Company that he

believed he had resigned from the Company for “good reason.” The Company believes Mr.

Blackman’s allegations

are without merit and unsupportable under the terms of his employment agreement.

Also following his receipt of the amended

notice of termination from the Company, Mr.

Blackman, who was and continues to serve as a Co-Chairman of the Board of Directors of

the Company, alleged that his notice of termination was in retaliation for his “whistleblowing efforts.” The

Company is unaware of a whistleblower claim by Mr.

Blackman, his engagement in any whistleblowing protected activity or his

complaining or reporting of any unlawful activity to the Company.

The Company believes these allegations are also without

merit and will vigorously defend against them in the event that Mr.

Blackman commences legal action.

entered into to a consulting agreement, dated May 28, 2019, with Barry Berler, our chief technology officer.

Under the agreement.

Berler was entitled to compensation of $10,000 per month.

The agreement had a term of five years commencing June 1, 2019.

2020, we entered into a new consulting agreement with Mr.

Berler, under which Mr.

Berler is entitled to compensation of $18,000 per month

and provides for an annual bonus in the target amount of $216,000, commensurate with the Company’s results and subject to the approval

of the board.

Berler also received options:

a) in 2021, to purchase 38,571 shares of common stock with an exercise price of $7.00

per share, vesting over 3 years and b) in 2022, to purchase 50,000 shares of common stock with an exercise price of $1.21 per share vesting

over 2 years.

The agreement can be terminated by either party for any reason upon 90 days’ written notice.

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

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.

are party to an employment agreement, dated September 9, 2021, with Andrew R.

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the Summary Compensation table above).

Fees Earned or Paid in Cash

Option Awards

All Other Compensation

Earned or Paid in Cash

Other Compensation

Christiansen (2)

Brenda Simpson (3)

Jason Monroe (3)

Appointed as Directors

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of the Board through September 15, 2021.

Effective September 16, 2021, serves as Co-Chairman of the Board.

Effective September 16, 2021, served as Co-Chairman of the Board through May1, 2024 and

then appointed Chairman

Appointed as Directors

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Incentive Plan

On January 24, 2023, the Company’s Board

of Directors initially adopted the 2023 Equity Incentive Plan (the “2023 Plan”), to provide for the issuance of up to

1,400,000 options and/or shares of restricted stock be available for issuance to officers, directors, employees and consultants.

2023 Plan was subsequently updated to provide for the issuance of up to 3,500,000 options and/or shares of restricted stock.

2023 Plan was approved by shareholders at the annual meeting.

March 28, 2022, the Company adopted the Sharps Technology, Inc.

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performance share awards, or other equity-based awards, each as defined under the 2022 Plan.

January 25, 2023, the Company’s Board of Directors adopted the 2023 Equity Incentive Plan (the “2023 Plan”).

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 will be submitted to the Company’s shareholders for approval.

January 25, 2023, the Company granted five-year options (the “Options”) to purchase a total of 950,000 shares of the Company’s

Common Stock to its directors, management and employees pursuant to the Sharps Technology, Inc.

the year ended December 31, 2023, the Company granted five-year options (the “Options”) to purchase a total of:

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.

Of the Options granted, 595,000 were issued pursuant to the 2023 Plan and 355,000 were issued pursuant to the 2022 Plan, with 57,000

shares of common available under the 2022 Plan.

copy of the 2023 Plan was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 27, 2023, and is also incorporated

herein as Exhibit 10.33.

The Options are exercisable

at $1.37 per share which was the closing price on January 25, 2023.

shares of the Company’s Common Stock in connection with an employment or consulting agreements at the exercise price, representing

the closing price on the grant date ranging from $0.82 to $1.30.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth certain information, as of March 27, 2023, with respect to the

beneficial ownership of the outstanding common stock by (i) any holder of more than ten (10%) percent;

(ii) each of our executive officers

and directors;

and (iii) our directors and executive officers as a group.

following table sets forth certain information, as of March 28, 2024, with respect to the beneficial ownership of the outstanding common

stock by (i) any holder of more than ten (10%) percent;

(ii) each of our executive officers and directors;

and (iii) our directors and

executive officers as a group.

table lists applicable percentage ownership based on 15,670,898 shares of common stock outstanding as of March 28, 2024.

under the rules beneficial ownership include shares of our common stock issuable pursuant to the exercise of stock options and warrants

that are either immediately exercisable or exercisable within 60 days of March 27, 2023.

that are either immediately exercisable or exercisable within 60 days of December 31, 2023.

These shares are deemed to be outstanding and

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Less than 1%.

Represents 246,949 shares

328,077 shares underlying options.

Includes 62,064 shares

underlying options.

Includes 247,457 shares

owned by spouse and 115,630 shares underlying options.

Blackman also owns our 1 outstanding share of Series A Preferred Stock,

which will provide him with 29.5% of the voting power of our stockholders with respect to the election of directors.

66,975 shares underlying options.

238,093 shares underlying options.

underlying options.

Includes 96,090 shares

underlying options.

Includes 238,926

shares underlying options.

Includes 40,633 shares underlying

Includes 67,497 shares

underlying options.

Includes 67,497 shares

underlying options.

Certain Relationships and Related Transactions, and Director Independence

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had or will have a direct or indirect material interest.

of December 31, 2022 and December 31, 2021, accounts payable and accrued liabilities include $105,667 and

$59,375, respectively, payable to officers and directors of the Company.

The amounts are unsecured, non-interest bearing and are due

connection with the purchase of certain intellectual property in July 2017, Barry Berler, our chief technology officer, and Alan R.

our chief investment officer and chief operating officer, entered into a royalty agreement which provided that Barry Berler would 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.

agreement was assumed by the Company in December 2017.

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 date the payment will be due 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 incurred any change in control.

As such the 2% royalty remains in place.

As of December 31, 2023 and 2022, accounts payable and accrued liabilities include $32,974 and $105,667, respectively,

payable to officers, and directors of the Company.

The amounts are unsecured, non-interest bearing and are due on demand.

and Procedures for Related Party Transactions

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Principal Accounting Fees and Services

for services performed by Manning Elliott LLP for the years ended December 31, 2022 and 2021:

December 31, 2022

December 31, 2021

December 22, 2023, the Company filed an 8K under Item 4.01 - Change in Registrant’s Certified Accountant which provided for:

1) Resignation

of Previous Independent Registered Accounting Firm

December 22, 2023, Manning Elliott LLP ( “ Manning ” ) resigned as the Company’s independent registered public

accounting firm, effective as of that date.

In its letter to the Audit Committee of the Company’s board of directors, Manning advised

that the current and anticipated operations of the Company did not meet its internal risk tolerance metrics.

During the years ended December

31, 2022 and December 31, 2021 and the subsequent interim period through December 22, 2023, Manning noted their were no “disagreements”

(as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304).

2) Appointment

of New Independent Registered Public Accounting Firm

On December 20, 2023, the Company’s Audit Committee approved the engagement of PKF O’Connor Davies ( “ PKF ” )

as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2023, effective immediately.

During the years ended December 31, 2022 and 2021 and through the subsequent interim period as of December 20, 2023, neither the Company,

nor any party on behalf of the Company, consulted with PKF regarding either (a) the application of accounting principles to a specified

transaction, either completed or proposed, or the audit opinion that might be rendered regarding the Company’s consolidated financial

statements, and no written report or oral advice was provided to the Company.

for services performed by Manning during the years ended December 31, 2023 and 2022:

for services performed by PKF during the year ended December 31, 2023:

Audit related fees

Fees are fees paid by the Company to Manning Elliott LLP for

professional services for the audit of the Company’s financial statements included in the Form 10-K and review of financial

statements included in the Form 10-Qs, and for services that are normally provided by the accountants in connection with regulatory

filings or engagements.

Audit Related Fees are paid by the Company to Manning Elliott LLP for assurance and related services that

are reasonably related to the performance of services relating to registration statements.

These services include the accountant

providing a consent letter related to the Company’s report filing.

Fees are fees paid by the Company to Manning or PKF for professional services for the audit of the Company’s

financial statements included in the Form 10-K and review of financial statements included in the Form 10-Qs, and for services that

are normally provided by the accountants in connection with regulatory filings or engagements.

Audit Related Fees were paid by the

Company to Manning for assurance and related services that are reasonably related to the performance of services

relating to registration statements.

These services include the accountant providing a consent letter related to the Company’s

report filing.

Exhibits, Financial Statement Schedules

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