What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-13 · 526 added, 398 removed, 19 unchanged (98% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

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

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 .

our inception in 2017 and through the fourth quarter of 2022, we have devoted substantially all of our resources to the research and

development of our safety syringe products Commencing in the fourth quarter of 2022 we started building inventory of syringe

We commenced revenues in the Quarter ended June 30, 2025.

We have reported net income of $5,488,141, see MD&A relating

to reported FMV gain of $11,087,700 on warrants, and incurred a net loss of $3,084,713 for the period six months ended June 30, 2025

and 2024, respectively.

Substantially all of our net operating losses and cash used in operations 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 and in the three

months ended June 30, 2025 relating to our negative Gross Margin.

See Liquidity and Capital Resources and Notes to Consolidated

Financial Statements.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

The Company has not

generated any cash flow from operations since inception, but commenced generating revenues in the second quarter of 2025.

As of June 30, 2025,

the Company had working capital of $8,081,406 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.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

The following discussion and analysis summarizes

the significant factors affecting the condensed 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 condensed 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.

“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

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 .

Since our inception in 2017 and through the fourth quarter of 2022, we

have devoted substantially all of our resources to the research and development of our safety syringe products Commencing in the fourth

quarter of 2022 we started building inventory of syringe products.

We commenced generating syringe revenues in the second quarter of 2025 and staking

revenue in the third quarter of 2025.

We have reported

net loss of $105.3M, primarily related to stock compensation charges and asset impairments for the three

months ended September 30, 2025, and incurred a net loss of $99.8M and $ 4.8M for the period nine months

ended September 30, 2025 and 2024, respectively.

During the three months ended September 30, 2025 we recognized the results from our Digital

Assets platform.

See Liquidity and Capital Resources and Notes to Condensed Consolidated Financial Statements.

accompanying consolidated financial statements had been prepared assuming that the Company will continue as a going concern.

Company has not generated any cash flow from operations since inception but commenced generating revenues in the second quarter of

As of and for the nine months ended September 30, 2025, the Company used cash in operations of $11.7M.

The Company’s

ability to continue as a going concern is dependent upon the Company’s ability to commercialize its products into a profitable

business or raise sufficient financing.

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.

As of the close of the January 2025 Offering and

concurrent repayment of an outstanding Note, the Company is debt free.

classify our revenues as net revenues, cost of goods manufactured and gross margin/loss and operating expenses as research and development

and selling, 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.

remain competitive, we have built inventory because to secure orders, we require commercial quantities of inventory in order to

deliver shortly after orders are placed.

Marketing and Sales

continue to be in discussions with healthcare companies and distributors for sales of our disposable syringe and prefillable syringe

We continue to market these products to the U.S.

and foreign governments.

We will also look to sell our disposable syringe

products to hospitals and healthcare groups as opportunities present themselves.

We have received an initial purchase order under a

supply agreement (See Supply Agreement in Recent Developments).

Sharps Securegard and Sologard product lines continues to represent our disposable syringe platform commercially available to the

These platforms have advanced 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.

previously disclosed, there continues to be insufficient capital to fund required research & development for the Sharps Provensa

product line, which will affect any future commercialization.

The product’s specialized technology requires further design and

assembly optimization as identified in our previous commercialization efforts.

This on-going product refinement process is typical

of the development of new technology for the healthcare market to ensure the products are safe and effective for use every time.

this time the Company is not able to determine a timeline for future research and development and commercialization of the Provensa

and Development

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 Substantially all of our research and development expenses to date

have been incurred in connection with our syringe products.

addition of the business strategy with digital assets resulting in current investment in Digital Assets of $404.2M primarily from

August 2025 and current cash of $10.5M and USDC of $14.7M the Company determined it had sufficient liquidity to fund the

Company’s planned operations for the next twelve months.

The current liquidity no longer raises substantial doubt regarding

the Company’s ability to continue as a going concern.

We classify our revenues

as 1) net revenues, cost of goods manufactured and gross margin/loss from our Medical Device packaging segment and 2) Staking

revenue from Digital Assets segment.

Operating expenses include a) transaction costs relating to digital asset activities, research

and development from medical device packaging and selling, general and administrative expenses related to both of our segments and

our corporate office..

We maintain a corporate office located in Melville, New York, US and foreign employees and consultants work remotely and will continue to do so indefinitely.

Products, Marketing and Sales

We continue to be in discussions with healthcare companies and distributors for

sales of our existing inventory of disposable syringe and prefillable syringe products.

We continue to market these products to the customers

and foreign governments, as well as, to hospitals and healthcare groups as opportunities present themselves.

We have received an initial

purchase order under a supply agreement (See Supply Agreement in Recent Developments).

Pursuant to the Settlement Agreement, the Company entered into certain definitive

agreements, (See Recent Developments),under which the Company will no longer own the Provensa product line and the related intellectual

property relating to the Provensa technology.

Research and Development

Research and development

expense through September 30, 2025 consisted of expenses incurred while performing research and development activities for our

various syringe products.

We had recognized research and development expenses as they are incurred.

Substantially all of our

research and development expenses to date have been incurred in connection with our syringe products.

As a result of the Settlement

Agreement (See Recent Developments), the Company will no longer be engaging in research and development activities.

Recent Developments

Our Solana Treasury Strategy

We have adopted a treasury

policy (the “Treasury Policy”) under which the principal holding in our treasury reserve on the balance sheet will be allocated

to digital assets, starting with Solana (“SOL”).

Our Board of Directors (the “Board”) approved our new Treasury

Policy on August 23, 2025, authorizing long-term accumulation of SOL.

As of October 31, 2025, the Company holds over 2.0M SOL.

addition to the Company’s medical device sales and distribution enterprise and management of its SOL treasury, the Company has

recently begun to explore strategic acquisitions and/or investments globally.

To this goal, the Company has hired a Head of Innovation

and the first members of its engineering team to help analyze these opportunities and develop its own digital products.

The Company has

been and will continue to prioritize long term growth with regards to its treasury management strategy, potentially using proceeds from

the sale of SOL to fund its expansion plans described above.”

of Outstanding Litigations and Spinoff of Hungarian Subsidiary

to the announcement of the Settlement Agreement terms on August 21, 2025, the Company adopted a new strategy as a medical device sales

and distribution enterprise engaged in the marketing and distribution of syringe products and related drug-delivery systems and would

no longer be performing research, design, and manufacturing activities.

October 6, 2025, the Company entered into a confidential settlement agreement and release (the “Settlement Agreement”)

whereby the Company and the Parties have agreed to unconditionally and irrevocably release and discharge each other and their

respective representatives from and against any and all claims alleged in the Litigation (the “Settlement”).

the Settlement Agreement, the Company entered into definitive agreements, including a bill of sale, assignment and assumption

agreement providing for the transfer by the Company to the other party of certain assets, and a contract for the transfer of

business share providing for the assignment by the Company of all of the Company’s right, title and interest in and to the

issued and outstanding shares of Safegard Medical Kft, our Hungarian subsidiary.

In addition, the Company executed agreements for

the transfer of certain patents and registered trademarks, along with the related goodwill associated therewith.

The Settlement

Agreement and other definitive agreements closed on October 14, 2025 (see Note 19- Subsequent Events).

Share Repurchase Program

On October 2, 2025, the Board

approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $100,000,000 of

the Company’s outstanding shares of Common Stock.

The 2025 Repurchase Program enables the Company to repurchase its shares in the

open market and in negotiated transactions.

The Repurchase Program does not obligate the Company to repurchase shares of Common Stock

and the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance

metrics, market conditions, securities law limitations, and other factors.

In connection with the 2025

Repurchase Program, on October 6, 2025, the Company entered into an Open Market Share Repurchase Agreement (the “Repurchase Agreement”)

with Cantor (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase

shares of Common Stock in the open market pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

The Repurchase Agreement

will continue in effect until terminated by either the Company or the Broker, with or without cause, upon written notice to the other

The Company will pay Broker a commission at a rate of $0.02 for each share of Common Stock repurchased pursuant to the Repurchase

2025 Offering

January 29, 2025, the Company closed on an offering (the “2025 Offering”) and received gross proceeds of approximately $20.0

million, before deducting underwriting fees and other offering expenses payable by the Company.

The net proceeds were approximately $18.2M,

of which $4.2M was used to repay the outstanding Notes (see Note 7).

2025 Offering consisted of 47,619 (pre reverse – 14,285,714) units consisting of 30,089 (pre reverse – 9,029,814) Common

Units with gross proceeds of $12.6M and 17,520 (pre reverse – 5,255,900) Pre-Funded Units with gross proceeds of $7.4M.

public offering price per Common Unit was $420 (pre reverse $1.40) or $419.97 (pre reverse $1.3999) for each Pre-Funded Unit, which

is equal to the public offering price per Common Unit sold in the offering minus an exercise price of $0.0001 per Pre-Funded

Each Common Unit consisted of one share of Common Stock and each Pre-Funded Unit consisted of one pre-funded warrant to

purchase one share of Common Stock.

August 25, 2025, Sharps Technology, Inc.

(the “Company”) entered into securities purchase agreements (the “Cash Securities

Purchase Agreements”) with certain accredited investors (the “Cash Purchasers”) pursuant to which the Company sold

to the Cash Purchasers in a private placement offering (the “Cash Offering”) an aggregate offering of (i) 24,338,649 “Cash

Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), at an offering price of

$6.50 per share (ii) and 14,038,463 pre-funded warrants (the “Cash Pre-Funded Warrants”) to purchase shares of Common Stock

(the “Cash Pre-Funded Warrant Shares,”) at an offering price of $6.4999 per Pre-Funded Warrant, and (ii) stapled warrants

(the “Cash Stapled Warrants,” and together with the Common Stock and Cash Pre-Funded Warrants, the “Cash Securities”)

to purchase 41,054,034 shares of Common Stock (the “Cash Stapled Warrant Shares,”) at an exercise price of $9.75 per Cash

Stapled Warrant.

In the Cash Offering, the Cash Purchasers will tender any of U.S.

dollars, USDC or USDT (or a combination thereof) to

the Company as consideration for the Cash Shares, Cash Stapled Warrants and Cash Pre-Funded Warrants.

of the Cash Pre-Funded Warrants is immediately exercisable for one share of Common Stock at the exercise price of $0.0001 per Cash Pre-Funded

Warrant Share, and may be exercised at any time until all of the Cash Pre-Funded Warrants issued in the Offerings (as defined below)

are exercised in full.

Each Cash Purchaser’s ability to exercise its Cash Pre-Funded Warrants in exchange for shares of Common

Stock is subject to certain beneficial ownership limitations set forth therein.

Each of the Cash Stapled Warrants is immediately exercisable

for one share of Common Stock at the exercise price of $9.75 per Cash Stapled Warrant Share, and may be exercised at any time until the

earlier of (i) 36 months after the closing of the Offerings or (ii) all of the Cash Stapled Warrants issued in the Offerings are exercised

August 25, 2025, the Company also entered into securities purchase agreements (the “Cryptocurrency Securities Purchase Agreements,”

and together with the Cash Securities Purchase Agreements, the “Securities Purchase Agreements”) with certain accredited

investors (the “Cryptocurrency Purchasers,” and together with the Cash Purchasers, the “Purchasers”) pursuant

to which the Company sold and issued to the Cryptocurrency Purchasers in a private placement offering (the “Cryptocurrency Offering”

and together with the Cash Offering, the “Offerings”) (i) 24,836,560 pre-funded warrants (the “Cryptocurrency Pre-Funded

Warrants” and together with the Cash Pre-Funded Warrants, the “Pre-Funded Warrants”) to purchase shares of Common Stock

(the “Cryptocurrency Pre-Funded Warrant Shares,” and together with the Cash Pre-Funded Warrant Share, the “Pre-Funded

Warrant Shares”) at an offering price of $6.4999 per Pre-Funded Warrant, and (ii) 24,836,560 stapled warrants (the “Cryptocurrency

Stapled Warrants,” and together with the Cash Stapled Warrants, the “Stapled Warrants” to purchase shares of Common

Stock (the “Cryptocurrency Stapled Warrant Shares,” and together with the Cash Stapled Warrant Share, the “Stapled

Warrant Shares”) at an exercise price of $9.75 per Cryptocurrency Stapled Warrant.

In the Cryptocurrency Offering, the Cryptocurrency

Purchasers will tender either Unlocked SOL tokens or Locked SOL tokens to the Company as consideration for the Cryptocurrency Pre-Funded

Warrants and Cryptocurrency Stapled Warrants.

gross proceeds from the Cash Securities Purchase Agreements and Cryptocurrency Securities Purchase Agreements aggregated $4110M, which

investors paid using the following currency:

cash of $181M, locked SOL of $137M, unlocked SOL of $7M and stable coin of $86M.

The net proceeds of $403M reflect placement agent fees, legal fees, and expenses of $7.5M with net proceeds, after reflecting par value,

have been recorded in Additional Paid in Capital of $403M.

exercise of the Cryptocurrency Pre-Funded Warrants and Cryptocurrency Stapled Warrants into Cryptocurrency Pre-Funded Warrant Shares

and Cryptocurrency Stapled Warrant Shares, respectively, is subject to stockholder approval (“Stockholder Approval”) which

was approved at the Special Shareholder meeting on October 14, 20 Each of the Cryptocurrency Pre-Funded Warrants is exercisable for one

share of Common Stock at the exercise price of $0.0001 per Cryptocurrency Pre-Funded Warrant Share, immediately exercisable following

Stockholder Approval (the “Effective Date”), and may be exercised at any time on or after the Effective Date until all of

the Cryptocurrency Pre-Funded Warrants issued in the Offerings are exercised in full.

Each Cryptocurrency Purchaser’s ability to

exercise its Cryptocurrency Pre-Funded Warrants in exchange for shares of Common Stock is subject to certain beneficial ownership limitations

set forth therein.

Each of the Cryptocurrency Stapled Warrants is exercisable for one share of Common Stock at the exercise price of

$9.75 per Cryptocurrency Stapled Warrant Share, immediately exercisable on or after the Effective Date, and may be exercised at any time

on or after the Effective Date until the earlier of (i) 36 months after the closing of the Offerings or (ii) all of the Cryptocurrency

Stapled Warrants issued in the Offerings are exercised in full.

At the Market Offering

On September 2, 2025,

the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with each of Cantor and Aegis

Capital Corp.

and Aegis (each, an “Agent” and together, the “Agents”), pursuant to which the Company, from time

to time, at its option may offer and sell shares (the “ATM Shares”) of its Common Stock, to or through Cantor, acting as principal

and/or the sole designated sales agent having an aggregate sales price of up to $236,605,575 (the “ATM Offering”).

the period September 2, 2025 through September 30, 2025, the Company issued 1.5M shares of common stock under the Sales Agreement and

received net proceeds from the Sales Agreement of $14.7M after fees paid to the Agents and other offering expenses of $711,000.

January 2025 Offering

On January 29, 2025, the Company closed on an

offering (the “2025 Offering”) and received gross proceeds of approximately $20.0 million, before deducting underwriting

fees and other offering expenses payable by the Company.

The net proceeds were approximately $18.2M, of which $4.2M was used to repay

the outstanding Notes (see Note 7).

The 2025 Offering consisted of 47,619 (pre-reverse

– 14,285,714) units consisting of 30,089 (pre-reverse – 9,029,814) Common Units with gross proceeds of $12.6M and 17,520 (pre-reverse

– 5,255,900) Pre-Funded Units with gross proceeds of $7.4M.

The public offering price per Common Unit was $420 (pre-reverse $1.40)

or $419.97 (pre-reverse $1.3999) for each Pre-Funded Unit, which is equal to the public offering price per Common Unit sold in the offering

minus an exercise price of $0.0001 per Pre-Funded Warrant.

Each Common Unit consisted of one share of Common Stock and each Pre-Funded

Unit consisted of one pre-funded warrant to purchase one share of Common Stock.

In addition, each Common Unit and Pre-Funded Unit included:

(i) one Series A Registered Common

Warrant to purchase one share of Common Stock per warrant at an exercise price of $87.60 (pre reverse - $1.75 and after floor price

adjustment upon stockholder approval to $0.292), (“2025 Series A Warrant”) and (ii) one Series B Registered Common

Warrant to purchase one share of Common Stock per warrant at an exercise price of $87.60 (pre reverse - $1.75 and after floor price

adjustment upon stockholder approval to $0.292) (“2025 Series B Warrant”), collectively, the “2025

The 2025 Series B Warrant provides the holders with an alternative cashless exercise option, which if elected, each

holder will receive three shares of Common Stock for each 2025 Series B Warrant cashless exercised.

The 2025 Warrants provided for

an adjustment of the original exercise price of $525 (pre reverse - $1.75) per warrant, down to an amount no less than a floor price

of $87.60 (pre reverse - $0.292) per warrant upon stockholder approval.

On March 28, 2025, the stockholders approved a reset and the

exercise price of the 2025 Warrants was reduced to $87.60 (pre reverse - $0.292) per warrant and the number of warrants was

increased so that the aggregate exercise price payable remains the same as the Offering date (See Note 8 to the Consolidated

Financial Statements).

Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full.

Immediately after closing 16,603

(pre reverse – 4,980,900) of the Pre-Funded units were exercised and the Company received $498 in proceeds The underwriter, under

an over- allotment option, purchased 7,143 (pre reverse- 2,142,857) 2025 Series A Warrants and 7,143 (pre reverse- 2,142,857) 2025 Series

B Warrants for $0.0001 per Warrant

2025 Offering was made pursuant to an effective registration statement on Form S-1 (No.

(i) one Series A Registered Common Warrant to purchase one share of Common Stock per warrant at an exercise price of $87.60 (pre-reverse

- $1.75 and after floor price adjustment upon stockholder approval to $0.292), (“2025 Series A Warrant”) and (ii) one Series

B Registered Common Warrant to purchase one share of Common Stock per warrant at an exercise price of $87.60 (pre-reverse - $1.75 and

after floor price adjustment upon stockholder approval to $0.292) (“2025 Series B Warrant”), collectively, the “2025

The 2025 Series B Warrant provides the holders with an alternative cashless exercise option, which if elected, each holder

will receive three shares of Common Stock for each 2025 Series B Warrant cashless exercised.

The 2025 Warrants provided for an adjustment

of the original exercise price of $525 (pre-reverse - $1.75) per warrant, down to an amount no less than a floor price of $87.60 (pre-reverse

- $0.292) per warrant upon stockholder approval.

On March 28, 2025, the stockholders approved a reset and the exercise price of the 2025

Warrants was reduced to $87.60 (pre-reverse - $0.292) per warrant and the number of warrants was increased so that the aggregate exercise

price payable remains the same as the Offering date (See Note 10 to the Condensed Consolidated Financial Statements).

The Pre-Funded Warrants are immediately exercisable

and may be exercised at any time until exercised in full.

Immediately after closing 16,603 (pre-reverse – 4,980,900) of the Pre-Funded

units were exercised and the Company received $498 in proceeds The underwriter, under an over- allotment option, purchased 7,143 (pre-reverse- 2,142,857) 2025 Series A Warrants and 7,143 (pre-reverse- 2,142,857) 2025 Series B Warrants for $0.0001 per Warrant.

The 2025 Offering was

made pursuant to an effective registration statement on Form S-1 (No.

333-284237) previously filed with the U.S.

and Exchange Commission (SEC) and declared effective by the SEC on January 27, 2025.

Purchase Agreement

May 20, 2024, the Company entered into an Amendment to the Asset Purchase Agreement dated September 22, 2023, with Nephron and

Nephron’s InjectEZ, LLC, (collectively, the “Seller”).

The September 22, 2023 agreement superseded the

manufacturing and supply agreement entered into in connection with the NPC Agreement on September 29, 2022, and the Nephron

Agreement entered into on September 29, 2022.

The Amended Asset Purchase Agreement includes the purchase of certain assets.

connection with the Asset Purchase agreement, the Company paid a non-refundable deposit of $1M to be held in escrow as a deposit on

the purchase price.

The Asset Purchase agreement stipulated that the $1M deposit would be maintained until July 19, 2024, at which

date, if the contemplated transaction was not consummated, through no fault of the Seller, the escrow would be released to the

Seller by the escrow agent.

The escrow deposit of $1M was released to the Seller and recorded in Other Expense as a forfeited

agreement cost in the three months ended June 30, 2024.

The Company and Seller are currently not actively working

towards a further amendment of the Asset Purchase Agreement.

If this changes in the future, the closing of the Asset Purchase

Agreement would be contingent on obtaining further amendments and the necessary financing, of which there can be no assurance.

July 24, 2024, the Company entered into a Supply Agreement (the “Agreement”) with Stericare Solutions, LLC, a Texas

limited liability company (“Stericare”), pursuant to which Stericare agreed to purchase 520 million units of 10ml

polypropylene (“PP”) Sologard syringes from the Company.

The specific purchase price is confidential, but revenues are

expected to exceed $50 million.

Under the terms of the Agreement, Stericare has committed to purchasing 520 million units of 10ml PP

Sologard syringes in the following increments:

40 million units in the first year, and 120 million units each year for the remainder

of the Agreement’s term.

The Agreement has an initial five (5)-year term, targeted to commence in November 2024 (the

“Initial Term”).

Upon expiration of the Initial Term, the Agreement will automatically renew for successive one (1)-year

periods (each, a “Renewal Term”), unless either party provides written notice of termination at least ninety (90) days

prior to the end of the Initial Term or any Renewal Term.

To date, Sharps has used pilot tooling for initial material qualifications

and concept product approvals.

As part of the proceeds from the recent $20 million financing, the Company has placed orders for

advanced production technology for Sologard and will soon begin installation and operational qualification for the next phase of the

project with Stericare.

On April 30, 2025, the Company received the initial purchase order

under the Agreement for $400,000.

During the quarter ended June 30, 2025, the Company commenced shipments and recorded revenues

under the Agreement.

proceeds from the 2024 fundraising efforts were utilized to further increase production capacity, build inventory, and support working

capital requirements.

A portion of the proceeds from the January 2025 offering will be allocated to expanding production capacity in

Hungary, including the purchase of advanced machinery and other facility upgrades.

This expansion will facilitate the fulfillment of

Securegard and Sologard, including the continued fulfillment of shipments under the aforementioned Stericare purchase order and ongoing

activities with other European companies.

Company is committed to driving revenue growth from both the Securegard and Sologard projects in 2025, as well as securing manufacturing

capacity for the Company’s next generation polymer-based prefillable syringes.

With the recent financing secured, the Company believes

that it is positioned to advance its growth strategy by utilizing it’s working capital to support essential operating expenses.

Production is currently on track, with the Company commencing revenue in the quarter ended June 30, 2025.

March 12, 2025, Sharps Technology, Inc.

(the “ Company ”), was notified by the staff (the “ Staff ”)

of The Nasdaq Stock Market, LLC (“ Nasdaq ”) that it was not in compliance with the minimum bid price requirements set

forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market as the bid price of its securities had closed

at less than $1.00 per share over the previous 30 consecutive business days.

Normally, a company would be afforded a 180-calendar day

period to demonstrate compliance with the rule.

However, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible

for any compliance period due to the fact that the Company has effected a reverse stock split over the prior one-year period or has effected

one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.

Further, on April

3, 2025, the Company ”), was notified by the Staff of The Nasdaq that it was not in compliance with the $2,500,000

stockholders’ equity requirement for continued listing (the “ Rule ’) on The Nasdaq Capital Market.

in our Form 10-K for the fiscal year ended December 31, 2024, we reported stockholders’ equity of $1,996,129, at such time and

the Company does not meet the alternatives of market value of listed securities or net income from continuing operations.

Company presented its plan to regain compliance with the minimum bid price requirement and the net worth requirements at the Hearing

on April 29, 2025.

In the interim, the Company’s common stock and warrants will remain listed on Nasdaq under its existing symbols,

“STSS” and “STSSW” while it awaits the hearing and Panel decision.

May 21, 2025, the Compaany was notified by Nasdaq that the Company met the required listing requirements.

Critical Accounting Policies

and Significant Judgments and Estimates

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.

Securities and Exchange

Commission (SEC) and declared effective by the SEC on January 27, 2025.

Asset Purchase Agreement

On May 20, 2024, the Company

entered into an Amendment to the Asset Purchase Agreement dated September 22, 2023, with Nephron and Nephron’s InjectEZ, LLC, (collectively,

the “Seller”).

The September 22, 2023 agreement superseded the manufacturing and supply agreement entered into in connection

with the NPC Agreement on September 29, 2022, and the Nephron Agreement entered into on September 29, 2022.

The Amended Asset Purchase

Agreement includes the purchase of certain assets.

In connection with the Asset Purchase agreement, the Company paid a non-refundable

deposit of $1M to be held in escrow as a deposit on the purchase price.

The Asset Purchase agreement stipulated that the $1M deposit

would be maintained until July 19, 2024, at which date, if the contemplated transaction was not consummated, through no fault of the

Seller, the escrow would be released to the Seller by the escrow agent.

The escrow deposit of $1M was released to the Seller and recorded

in Other Expense as a forfeited agreement cost in the three months ended September 30, 2024.

The Company and Seller are no longer

engaged in any further discussions relating to the Asset Purchase Agreement.

Supply Agreement

On July 24, 2024, the Company

entered into a Supply Agreement (the “Agreement”) with Stericare Solutions, LLC, a Texas limited liability company (“Stericare”),

pursuant to which Stericare agreed to purchase 520 million units of 10ml polypropylene (“PP”) Sologard syringes from the

The specific purchase price is confidential, but revenues are expected to exceed $50 million.

Under the terms of the Agreement,

Stericare has committed to purchasing 520 million units of 10ml PP Sologard syringes in the following increments:

40 million units in

the first year, and 120 million units each year for the remainder of the Agreement’s term.

The Agreement has an initial five (5)-year

term, targeted to commence in November 2024 (the “Initial Term”).

Upon expiration of the Initial Term, the Agreement will

automatically renew for successive one (1)-year periods (each, a “Renewal Term”), unless either party provides written notice

of termination at least ninety (90) days prior to the end of the Initial Term or any Renewal Term.

To date, Sharps has used pilot tooling

for initial material qualifications and concept product approvals.

As part of the proceeds from the recent $20 million financing, the

Company has placed orders for advanced production technology for Sologard and will soon begin installation and operational qualification

for the next phase of the project with Stericare.

On April 30, 2025, the Company received the initial purchase order under the Agreement

for $400,000.

During the quarter ended June 30, 2025, the Company commenced shipments and recorded revenues under the Agreement.

On August 8, 2025, the Company

assigned the Agreement to Safegard Medical to fulfill the remaining requirements of the outstanding purchase order from Stericare, as

the Company is no longer manufacturing products.

Critical Accounting Policies and Significant Judgments and Estimates

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 either the trading price or FMV of outstanding warrants

classified as liabilities, could impact the operating results in the reporting periods.

Sharps Technology,

(“Sharps” or the “Company”) is a medical device and pharmaceutical packaging company that has designed and

patented various safety syringes and has safety syringe product designs that were acquired and commenced commercialization in the second

quarter of 2025i by manufacturing and distribution of its products.

See Recent Developments for initial order that transitioned the Company

accompanying consolidated financial statements include the accounts of Sharps Technology, Inc.

and its wholly owned subsidiary, Safegard

Medical, Inc, collectively referred to as the “Company.” All intercompany transactions and balances have been eliminated.

Company’s fiscal year ends on December 31.

April 13, 2022, the Company’s Initial Public Offering was deemed effective with trading commencing on April 14, 2022.

received net proceeds of $14.2 million on April 19, 2022.

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 either the

trading price or FMV of outstanding warrants, for those classified as liabilities, could impact the operating results in the

reporting periods.

Further, the market volatility of our Investments could impact the operating results in the reporting

Nature of Business

Sharps Technology, Inc.

a medical device sales and distribution enterprise focused on the marketing and distribution of syringe products, including the Securgard

syringe product line, and related drug-delivery systems.

The Company previously designed and manufactured a portfolio of conventional

and safety syringes for clinical, pharmaceutical, and specialty applications and continues to market certain remaining inventory to hospitals,

clinics, healthcare providers, and medical supply organizations in both domestic and international markets.

The Company commenced generating initial revenue

in the quarter ended June 30 2025.

The Company intends to

explore plans to expand its distribution platform by representing established third-party manufacturers of complementary and

synergistic medical products serving a common customer base.

Sharps Technology is committed to maintaining compliance with all

applicable regulatory and quality standards governing the marketing and distribution of medical devices, including those established

Food and Drug Administration (FDA) and comparable international authorities.

Further, on August 24, 2025,

the Company adopted a digital asset treasury strategy focused on accumulating SOL, the native digital asset of the Solana blockchain.

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 Capital Structure and Note 10 to the Consolidated Financial Statements)

of Significant Accounting Policies

significant accounting policies are described in Note 2 of the accompanying condensed consolidated financial statements and further discussed

in our annual financial statements included in our annual report on Form 10-K for the year ended December 31, 2024.

of Operations

of the Three Months Ended June 30, 2025 and 2024.

Summary of Significant Accounting Policies

Our significant accounting policies are described in Note 2 of the accompanying

condensed consolidated financial statements including additional accounting policies relating to our Digital Asset platform and other

accounting policies further discussed in our annual financial statements included in our annual report on Form 10-K for the year ended

December 31, 2024.

Results of Operations

Comparison of the Three Months Ended September

30, 2025 and 2024.

Three Months Ended

June 30, 2025

June 30, 2024

Total cost of goods manufactured

September 30, 2025

September 30, 2024

Product Revenue - net

Total cost of goods manufactured and inventory reserve

Gross Margin (Loss)

$ (1,032,027 )

Staking Revenue - net

Transaction costs – digital asset related

Research and development

Selling, General and administrative

(110,719,156 )

(108,849,558 )

Realized and unrealized gain (loss) on digital assets

Impairment of long-lived fixed assets

Net Interest income (expense)

Other income (expense)

FMV gain / (loss) adjustment on warrants

Derivative gain (loss), net

Other income (expense)

Foreign currency gain / (loss)

1 unchanged sentence

$ (105,333,293 )

Net Revenue/Gross Margin

For the three months ended

June 30, 2025, we recognized revenues on its first sale of Securegard and Sologard syringes for $222,722, of which the supply agreement

with Stericare represented 60% of the net revenue (See Recent Developments – Supply Agreement).

Given recent market factors,

including the uncertainty of the global tariffs, as of June 30, 2025 a lower of cost or market (“LCM”) reserve was established.

This resulted in a cost of $730,086 for the period.

The remaining negative gross margin of $301,941 is principally reflective of a) excess

manufacturing costs incurred of $199, 000 for labor and overhead prior to meeting planned production capacity, expected to be achieved

with the receipt of and the implementation of new equipment and related qualification and b) sales at LCM vs standard cost resulting in

a margin loss of $75,000.

and Development

the three months ended June 30, 2025, Research and Development (“R&D”) expenses decreased to $61,455 compared to

$180,297 for the three months ended June 30, 2024.

The decrease of $118,842 was due to a) lower depreciation expense of $63,099

partially attributed to the 2024 impairment of certain fixed assets used in R&D and b) lower R&D labor and consulting of

$55,743 given the shift in activities from R&D to manufacturing.

General and Administrative

the three months ended June 30, 2025, Selling, General and Administrative (“G&A”) expenses were $1,912,900 as

compared to $1,740,803 for the three months ended June 30, 2024.

The increase of $172,097 was primarily attributable to an increase

in professional services of $210,000 from $132,000 in 2024 to $342,000 in 2025 from increased legal and accounting fees.

addition, general operating costs in the manufacturing plant increased $120,000 coupled with a $16,200 increase in public company

and investor relations, $11,000 increase in depreciation expense and $9,300 in travel.

These increases were partially offset by

payroll and stock compensation ($149,800), insurance ($17,900), marketing ($8,700), rent ($8,800), computer ($3,700) and

patent fees ($5,000).

Interest income (expense)

Interest income, was $96,953 for the three months ended June 30, 2025, compared to interest income of $ 5,288 for

the three months ended June 30, 2024.

Net interest changed, by $91,665 due to higher average cash balances in the current period

directly related to the net proceeds from the Janaury 2025 offering.

income (expense)

Other was an expense of $1,000,000 for the three months ended

June 30, 2024.

An escrow deposit of $1M, relating to the Asset Purchase Agreement with Nephron, was released to the Seller on July 19,

2024, under the terms of the agreement and recorded as forfeited agreement cost (See Note 14 to the Unaudited Condensed Consolidated

Financial Statements).

Adjustment for Warrants

value of certain Warrants requires the Fair Market Value (“FMV”) to be recorded at the date warrants are issued and then

be remeasured at each reporting date while outstanding, with recognition of the changes in fair value to other income or expense in

the Unaudited Condensed Consolidated Statement of Operations.

For the three months ended June 30, 2025, the Company recorded a FMV

gain adjustment of $6,468,811 to reflect the net effect of the remeasurement adjustment based on the change in market value and the

decrease in number of Warrants outstanding as of June 30, 2025.

(See Notes 8 and 10 to the Unaudited Condensed Consolidated

Financial Statements).

of Operations – Six Months Ended June 30, 2025 and 2024.

June 30, 2025

June 30, 2024

cost of goods manufactured

margin (loss)

and development

general and administrative

interest income (expense)

$ (1,685,060 )

$ (103,648,233 )

Product Net Revenue/Gross

For the three months ended September 30, 2025, we recognized revenues of

$83,622 principally related to the Sologard syringes sold under the supply agreement with Stericare (See Recent Developments – Supply

During the three months

ended September 30, 2025, an inventory reserve for the net realizable value was recorded of $924,010 based on a current corporate strategy

to operate as a distributor and terminate manufacturing operations.

The remaining negative gross margin of $245,646 is principally reflective

of excess manufacturing costs incurred.

Staking Revenue

For the three

months ended September 30, 2025, the Company recognized net staking revenue of $2,205,423 resulting from the digital treasury

platform implemented during the quarter.

expense – digital assets

For the three

months ended September 30, 2025, $810,861 in transaction expenses relate to exchange and custodian fees for digital asset

Research and Development

the three months ended September 30, 2025, Research and Development (“R&D”) expenses, which relate to the Medical Device

packaging segment, increased to $152,109 compared to $145,611 for the three months ended September 30, 2024.

The increase of $6,498 was

due to various changes.

Selling, General and Administrative

For the three months ended September 30,

2025, Selling, General and Administrative expenses were $110,719,156 as compared to $1,869,598 for the three months ended September

increase of $108,849,558 was primarily related to:

a) Stock compensation of $104,518,000 from $116,000 in 2024 to $104,634,000 in 2025 primarily due to a charge

of $101,331,000 relating to warrants issued to the strategic advisor and the balance relating to options vesting;

b) Payroll and consulting increased $2,876,600 from $847,645 to $3,724,272 primarily due to increased staffing

levels for the Digital Asset Treasury build out, severance paid to for the former Chief Executive Officer ($1.2M), increased consulting

fees related to the August 2025 Offering ($1.0M) and bonus payments;

c) Professional services increased $1,074,700 from $178,971 to $1,253,730 primarily due to $892,000 in fees paid to a Digital Asset Treasury

and unrealized gain (loss) on digital assets

the three months ended September 30, 2025 the Company recognized $15,499,742 in realized and unrealized gains in investments in digital

of long-lived fixed assets

the three months ended September 30, 2025 the Company recorded an net asset impairment of $7,497,669 based on the fair market value of

the fixed assets related to the pending sale of the Safegard subsidiary completed on October 14, 2025 (See Notes 4 and 19 to the Condensed

Consolidated Financial Statements).

Net Interest income (expense)

Net Interest income, was $68,488 for the three months ended September

30, 2025, compared to interest income of $0 for the three months ended September 30, 2024.

Net interest increased due to higher average

cash balances in the current period directly related to the net proceeds from the August 2025 and the January 2025 offering.

FMV Adjustment for Warrants

The value of certain Warrants requires the Fair Market Value (“FMV”)

to be recorded at the date warrants are issued and then be remeasured at each reporting date while outstanding or it terms of the warrants

are modified, with recognition of the changes in fair value to other income or expense in the Unaudited Condensed Consolidated Statement

of Operations.

For the three months ended September 30, 2025, the Company recorded a FMV gain adjustment of $1,208,142, which is net of

a modification charge of $642,805 related to a warrant inducement, to reflect the net effect of the remeasurement adjustment based on

the change in market value and the decrease in number of Warrants outstanding as of September 30, 2025 (See Notes 10 and 12 to the Condensed Consolidated Financial Statements).

Results of Operations – Nine Months

Ended September 30, 2025 and 2024.

September 30, 2025

September 30, 2024

Total cost of goods manufactured and inventory reserve

Gross margin (loss)

Staking Revenue - net

Transaction expense – digital assets

Research and development

Selling, general and administrative

Realized and Unrealized gains on digital assets

Impairment of long-lived fixed assets

Net interest income (expense)

Other income (expense)

gain / (loss) adjustment for derivatives

currency gain / (loss)

Revenue / Gross Margin

For the six months ended June 30,

2025, Sharps Technology recognized its first sale of Securegard and Sologard syringes for $222,722.

of which the supply agreement

with Stericare represented 60% of the net revenue (See Recent Developments – Supply Agreement).

Given recent market factors, including

the uncertainty of the global tariffs, as of June 30, 2025 a lower of cost or market (“LCM”) reserve was established.

resulted in a cost of $730,086 for the period.

The remaining negative gross margin of $301,278 is principally reflective of a) excess

manufacturing costs incurred of $199,000 for labor and overhead prior to meeting planned production capacity, expected to be achieved

with the implementation of new equipment upon receipt and qualification and b) sales at LCM vs standard cost resulting in a margin loss

FMV gain / (loss) adjustment for warrants

Derivate gain (loss), net

Foreign currency gain / (loss)

Net gain (loss)

Net Revenue / Gross Margin

For the nine months ended September 30, 2025, Sharps Technology recognized

sale of Securegard and Sologard syringes for $306,344, principally related to the supply agreement with Stericare (See Recent Developments

– Supply Agreement).

During the nine months ended September 30, 2025, inventory reserves for the net realizable value was recorded

of $1,654,096 based on a current corporate strategy to operate as a distributor and terminate manufacturing operations and recent market

factors, including the uncertainty of the global tariffs.

The remaining negative gross margin of $853,930 is principally reflective of

excess manufacturing costs incurred.

Staking Revenue

For the nine months

ended September 30, 2025, the Company recognized net staking revenue of $2,205,423 resulting from the digital treasury platform

Transaction expense-digital assets

For the nine months ended

September 30, 2025, $810,861 in transaction expenses relate to exchange and custodian fees for digital asset transactions.

Research and Development

For the six months ended June

30, 2025, Research and Development (“R&D”) expenses decreased to $143,471 compared to $377,736 for the six months ended

June 30, 2024.

The decrease of $234,265 was primarily due to a shift to increased manufacturing and reduced R&D activities in 2025

as compared to the 2024 period which amounted to lower expenses of $108,000.

In addition, depreciation expense decreased $126,200 partially

related to non-recurring impairment of certain fixed assets in 2024.

Selling, General and

Administrative

For the six months ended

June 30, 2025, Selling, General and Administrative (“SG&A”) expenses were $3,852,653 as compared to $3,387,416 for the

six months ended June 30, 2024.

The increase of $465,237 was primarily attributable higher professional services of $363,600 from increased

legal and accounting fees.

In addition, general operating costs in the manufacturing plant increased $126,000, $135,500 increase in public

company and investor relations, $9,000 increase in depreciation expense, $8,000 in travel, $6,800 in rent, and $14,300 in computer costs.

These increases were partially offset by lower:

payroll and stock compensation ($91,000), insurance ($78,700), lower marketing ($11,700),

and patent fees ($16,600).

For the nine months ended September 30,

2025, Research and Development (“R&D”) expenses, which relate to the Medical Device packaging segment decreased to

$295,479 compared to $523,347 for the nine months ended September 30, 2024.

The decrease of $227,768 was primarily due to a shift to

increased manufacturing and reduced R&D activities in 2025 as compared to the 2024 period, which amounted to lower expenses.

Selling, General

and Administrative

For the nine months ended September 30, 2025,

Selling, General and Administrative (“G&A”) expenses were $114,571,809 as compared to $5,257,015 for the nine months

ended September 30, 2024.

The increase of $109,314,795 was primarily

a) Stock compensation of $104,559,000 from $441,000 in 2024 to $105,000,000 in 2025 primarily due to a charge

of $101,331,000 relating to warrants issued to strategic advisor and the balance relating to options vesting;

b) Payroll and consulting increased $2,980,000 from $2,514,502 to $5,301,862 primarily due to increased staffing

levels for the Digital Asset Treasury build out, severance paid tothe former Chief Executive Officer ($1.2M), increased consulting fees

related to the August 2025 Offering ($1.0M) and bonus payments.($0.7M)

c) Professional services increased $1,438,000 from $456,866 to $1,895,261 primarily due to $892,000 in fees

paid to a Digital Asset Treasury advisor and increased legal fees.

Realized and unrealized

gain (loss) on digital assets

During the nine months ended

September 30, 2025 the Company recognized $15,499,742 in realized and unrealized gains in investments in digital assets.

Impairment of long-lived fixed assets

During the nine months ended September 30, 2025, the

Company recorded a net asset impairment of $7,497,669 based on the fair market value of the fixed assets related to the pending sale

of the Safegard subsidiary completed on October 14, 2025 (See Notes 4 and 19 to the Condensed Consolidated Financial Statements).

Net Interest income (expense)

Net Interest expense, was $530,039 for the six

months ended June 30, 2025, compared to interest income of $24,312 for the six months ended June 30, 2024.

Net interest changed, by

$554,350 primarily due to the interest on debt charge of $708,390 in current period partially offset by higher average cash balances

that generated higher interest income of $154,040.

Net Interest expense, was an expense of $461,551

for the nine months ended September 30, 2025, compared to interest expense of $46,503 for the nine months ended September 30, 2024.

interest changed, by $415,048 due to the interest on debt.

Other income (expense)

Other was an expense of $1,000,000

for the three months ended June 30, 2024.

An escrow deposit of $1M, relating to the Asset Purchase Agreement with Nephron, was

released to the Seller on July 19, 2024, under the terms of the agreement and recorded as forfeited agreement cost (See Note 15 to

the Unaudited Condensed Consolidated Financial Statements).

Adjustment for Warrants

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 unaudited condensed consolidated statement of

For the six months ended June 30, 2025, and 2024, the Company recorded a $11,087,700 and $1,672,187 FMV gain to reflect

adjustments required for outstanding Warrants liabilities.

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

and Capital Resources

June 30, 2025, and December 31, 2024, we had a cash balance of $8,322,192 and $864,041, respectively.

The Company had working

capital of $8,081,406 at June 30, 2025 as compared to a working capital deficiency of $2,011,679 as of December 31, 2024.

increase in our working capital of $10,093,085, after net proceeds from offering in 2025 of $18,175,042, was primarily due to the

use of cash of $4,355,930 in operations, investing in fixed assets purchased or payments made under orders placed of $1,959,758 and

cash used to repay the short-term Note of $4,222,012.

The Company intends to finance its future development and commercialization

activities and its working capital needs with the recent offering proceeds and further with 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 Company is debt free (See Note 7 to the Unaudited Condensed Consolidated Financial

2024, the Company completed various offerings and private placements.

(“Financings”) The proceeds from such Financings were

used to fund working capital to build inventory, fund capital expenditure and operating costs.

Cash Used in Operating Activities

Company used cash of $4,355,930 and $3,528,676 in operating activities for the six months ended June 30, 2025 and 2024,

respectively.

The change in cash used was principally due to the Company incurring higher G&A expenses, increase in inventory

and manufacturing costs partially offset by lower R&D activities, excluding non-cash items, as described above during the six

months ended June 30, 2025.

Cash Used in Investing Activities

the six months ended June 30, 2025 and 2024, the Company used cash in investing activities of $1,959,758 and $1,019,355, respectively.

periods cash was used to acquire or pay deposits for fixed assets.

In 2025, the increase is directly attributed to the aforementioned

capital requirements for fulfillment under the Stericare customer order and other future business opportunities.

Cash Provided by Financing Activities

the six months ended June 30, 2025, and 2024, the Company provided cash from financing activities of $13,953,030 and $2,972,348 respectively.

In the 2025 period, the cash provided was from the $18,175,043 in net proceeds from the Offerings in January 2025 offset by the debt repayment

of $4,222,012.

In the 2024 period, the cash provided was from exercise of warrants.

Sheet Arrangements

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

Growth Company Status

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.

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.

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

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.

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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

required for smaller reporting companies.

Other was an expense of $0 for the nine months

ended September 30, 2025, and $1,000,090 for the nine months ended September 30, 2024.

In 2024, the expense was primarily due to an escrow

deposit of $1M, relating to the Asset Purchase Agreement with Nephron, which was released to the Seller on July 19, 2024, under the terms

of the agreement and recorded as a forfeited agreement cost (See Note 15 to the Condensed Consolidated Financial Statements).

FMV Adjustment for Warrants

Certain 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 unaudited condensed consolidated statement of operations.

For the nine months ended September

30, 2025, and 2024, the Company recorded a $12,295,842 and $2,088,747, respectively as an FMV gain to reflect adjustments required for

outstanding Warrants liabilities.

(See Notes 10 and 12 to the Condensed Consolidated Financial Statements)

Liquidity and Capital Resources

As of September 30, 2025, the Company had a

cash balance of $10,521,706 and USDC of $8,996,002, net of restricted USDC of $5,700,000 as collateral.

As of December 31, 2024, the

Company held $864,041 in cash.

The Company had working capital of $29,045,025 at September 30, 2025, as compared to a working

capital deficiency of $2,011,679 as of December 31, 2024.

The increase in our working capital of $31,056,703, was directly impacted

by the cash provided by investment financing proceeds and cash used for investing and operations (See below).

The following offering details during the third

quarter of 2025 provided liquidity and capital to the Company:

a) Gross proceeds from the Cash Securities Purchase Agreements and Cryptocurrency Securities Purchase Agreements

in August 2025 aggregated $411.0M, which investors paid using the following currency:

USD cash of $181.0M, locked SOL of $137.0M, unlocked

SOL of $7.0M and USDC of $86.0M.

The net proceeds of $403.0M, reported in Additional Paid in Capital, reflect placement agent fees, legal fees, and expenses of $7.5M.

b) the Company issued 1.5M shares of common stock under the Sales Agreement and received net proceeds from

the Sales Agreement of $14.7M after fees paid to the Agents and other offering expenses of $711,000, reflected in Additional Paid in Capital.

In 2024, the Company completed various offerings

and private placements.

(“Financings”) The proceeds from such Financings were used to fund working capital to build inventory,

fund capital expenditure and operating costs.

Net Cash Used in

Operating Activities

The Company used cash of $11,743,528 and $5,172,135

in operating activities for the nine months ended September 30, 2025 and 2024, respectively.

The change in cash used was principally due

to the Company incurring transaction fees relating to digital assets, higher G&A expenses primarily due to the initiation of the digital

asset strategy and an increase in manufacturing costs partially offset by lower R&D activities, excluding non-cash items, as described

above during the nine months ended September 30, 2025.

Net Cash Used in

Investing Activities

For the nine months ended September 30, 2025 and

2024, the Company used cash in investing activities of $189,506,025 and $1,069,659, respectively.

In 2025, the primary increase related

to the purchase of digital assets of $186,104,214 because of the August 2025 offering.

In both periods, cash was used to acquire or pay

deposits for fixed assets.

Net Cash Provided by Financing Activities

For the nine months ended September 30, 2025,

and 2024, the Company provided cash from financing activities of $210,726,915 and $5,707,946, respectively.

In the 2025 period, the net

proceeds of $207,320,039, was from the Offerings in August and January 2025 and the proceeds from the margin loan of $7,628,888 offset

by the debt repayment of $4,222,012.

In the 2024 period, the cash provided was from the exercise of warrants for $2,972,646 and the debt

offering of $2,735,300.

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).

Emerging Growth Company

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

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;

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

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.

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-Q

Item 2. Management’s Discussion and Analysis