What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-03-27 · 581 added, 270 removed, 11 unchanged (99% of the section changed)

Technology, Inc.

is an innovative medical device and pharmaceutical packaging company offering patented, best-in-class smart-safety syringe

products to the healthcare industry.

The Company’s product lines focus on providing ultra-low waste capabilities, that incorporate

syringe technologies that use both passive and active safety features.

Sharps also offers products that are designed with specialized

copolymer technology to support the prefillable syringe market segment.

We were initially incorporated under the laws of the State of

Wyoming on December 16, 2017.

Prior to March 22, 2022, we were a Wyoming corporation and on March 22, 2022, we reincorporated as a Nevada

corporation pursuant to a merger into a newly formed Nevada corporation which was approved by our board of directors and the holders

of the majority of our outstanding shares of common stock Sharps was incorporated to purchase, develop, and commercialize a body of intellectual

property resulting in a family of smart safety syringe products and innovative drug delivery devices.

Sharps closed the acquisition of

this intellectual property in the fourth quarter of 2017.

The intellectual property we purchased consisted of issued patent and patent

files, new designs and iterations, samples, regulatory files, manufacturing files, product testing files, and market research files relating

to such safety syringe products.

In June 2020, we entered into an

asset/share purchase agreement with Safegard Medical Kft.

(“Safegard”) and certain other parties, and in August 2020, October

2020, and July 2021, we entered into amendments to this agreement (as amended, the “Safegard Agreement”).

Under the Safegard

Agreement, we received an option to purchase either the stock of Safegard or certain assets of Safegard, including the Securegard™

and Sologard™ product line of safety syringes and a manufacturing facility in Hungary, registered with the FDA and CE, for the manufacture

of safety syringes.

Through this transaction, the Company now owns and operates a 41,000 square foot manufacturing facility in Hungary,

which was previously used for the development and testing of our products.

It is now primarily utilized for the manufacture of our safety

syringe products.

The Securegard and Sologard product

lines continue to be manufactured in Hungary and are actively marketed through the existing agreements detailed below.

We believe these

products, which feature ultra-low waste syringes incorporating both passive and active safety mechanisms, along with reuse prevention

features, will provide a competitive advantage over other syringes in the market.

The Sharps Securegard and Sologard lines are multi-feature

safety syringes that had previously gained market acceptance prior to Sharps’ acquisition of Safegard.

Both Safegard and Sologard are

FDA and WHO approved, and Safegard currently holds the European CE Mark.

These products remain in the qualification phases with leading

EU and US companies, which could potentially generate initial revenue for the Company in 2025.

Recent agreements for both Sologard and

Securegard have been announced, which are expected to contribute to future revenue growth potential in 2025.

In January of

2025, we completed a $20 million offering that we believe positions Sharps with the working capital needed to expand operations in

Europe by adding advanced machinery, expanding our workforce, and enhancing production capabilities and returns Sharps to being debt

Sharps is committed to advancing innovation in the syringe space and we continue to collaborate with both government and

private investment sources in Hungary to increase our manufacturing footprint and meet the escalating demand for Sharps’

Securegard and Sologard syringes.

We believe that the demand for our innovative injection solutions is growing rapidly, with injectables continuing

to be the preferred delivery method for therapies in areas like vaccines, biologics, weight loss (GLP-1), ophthalmic and cosmetic

applications, gene therapies, and diabetes and inflammatory disease management.

In September 2022 and amended in September 22, 2023, Sharps entered into an

agreement to acquire InjectEZ, LLC, a specialty prefillable syringe manufacturing facility based in South Carolina.

This agreement was

initiated to support several key areas of the Company’s development and growth initiatives through the manufacturing and distribution

of Sharps’ advanced prefillable syringes.

The agreement was terminated on March 8, 2024, and replaced with a revised agreement for

the manufacturing and distribution of Sharps’ products.

The leadership team at Sharps continues to engage with the Seller to finalize

manufacturing arrangements in South Carolina, while the Company actively seeks funding partners to expand its U.S.

manufacturing capacity.

The Company will continue working to amend the terms of this NPC Agreement and Nephron Agreement, based on the Amended Asset Purchase

Agreement below dated May 20, 2024.

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

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 June 30, 2024.

As stated above, The Company and Seller continue to work towards a further amendment of

the Asset Purchase Agreement.

The closing of the Asset Purchase Agreement is contingent on obtaining further amendments and the necessary

There can be no assurance that the closing of the asset sale will occur.

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 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.

In December 2024, Sharps signed

a sales agreement with a prominent European medical supply company serving Poland, Slovakia, and the Czech Republic.

The Company began

deliveries for the qualification purposes of Sharps’ Securegard safety syringes, manufactured at the Company’s facility in

Early qualification processes are underway with healthcare groups, and the Company is currently shipping Securegard to across

Europe for qualification approval.

The proceeds from the 2023 and

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

orders in connection with recently announced agreements with Stericare and the European distributor.

Sharps 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 new working capital to support essential operating

Production is currently on track, with the Company preparing for a potential transition to revenue in the second half of 2025,

subject to the successful execution of its plans.

The Company has delayed the commercialization of the Sharps Provensa

product line.

The product’s specialized technology requires further design and assembly optimization, which requires further capital

investment and not currently budgeted.

At this time Sharps is not able to determine a timeline for further development and commercialization

of the Provensa product.

safety disposable syringes with ultra-low waste technology are the preferred syringe platform for the administration of many vaccines

and injectable medications.

Their design inherently reduces the amount of drug product that is thrown away, minimizing wasted therapies

and thus improving the supply of crucial and in-demand medicines.

Sharp’s disposable syringe lines carry less than 20 microliters

of dead space, as compared to the 70 microliters “Low Dead Space” designation and the up to 140 microliters dead space found

in competitors’ syringes.

In addition, both passive and active safety features are those most requested by clinicians in the field,

in order to avoid infectious needlestick injuries, and reuse prevention features are a requirement by the World Health Organization.

Sharps Securegard and Sologard, safety syringe product lines incorporate both active and passive safety features and have been designed

to address the primary administration concerns with syringe delivery systems

Accidental needlestick injuries:

these occur when the clinician is stuck with an infected needle.

According to the WHO, these

accidents likely take place in excess of 2 million times per year.

When a clinician receives an infectious needlestick injury, any blood

borne disease which the patient had, could be transmitted to them.

A 2016 World Health Organization Commission reported that over 16

billion injections are delivered worldwide each year (pre-Covid era).

An analysis showed that 55.1% of healthcare workers had sustained

a needlestick injury, or NSI, at some point in their career.

Over one million healthcare worker NSIs are documented each year in the

US and Europe and over 3 million worldwide with the true incidence believed to be more than double those numbers as over half of injuries

go unreported.

US data on injury trends disturbingly show recent worsening despite safety campaigns and protocols.

In a 2016 study, economic

analysis has placed the average cost of an NSI at $747 (direct plus indirect costs) and strongly supported the use of safety-engineered

devices for injection.

Low compliance with recommended safety protocols can be seen upon examination of injury data where a majority

of injuries continue to occur with non-safety devices or before full activation of a safety-protection feature.

Wasted medicine/dead space:

all needle and syringes have dead space which permits the accumulation of injectable medications which

cannot be accessed and are thrown away with each injection.

Sharps disposable safety syringes have less than 20 microliters of waste

space – others have as much as 140 microliters of waste space.

Without knowing what syringe is going to be used, pharmaceutical

companies must overfill their vials to account for this loss.

For difficult to manufacture injectable medications, this reduces the number

of lifesaving doses which could be available to the public.

When doses are extremely small, waste space can exceed the required dose.

That means more medications are being thrown away than injected into the patient.

When healthcare providers use ultra-low waste syringes

with multi-dose vials it allows for the availability of up to 20% to 40% more medication for patients that need the treatment.

Reuse prevention :

the reuse of a needle or syringe puts patients and populations in danger of contracting debilitating and deadly

bloodborne diseases such as Hepatitis B, Hepatitis C, and possibly HIV.

Both passive and active features are designed into Sharps syringes

to eliminate this risk.

Reuse prevention is recognized by the WHO as a required feature for its syringe distribution programs and the

Securegard product line has been approved by the organization.

Sharps has developed an alternative high-quality solution to glass syringes

through the use of inert polymers such as Cyclic Olefin Polymer (COP) and Cyclic Olefin Copolymer (COC), offering a superior alternative

to traditional glass syringe systems.

These polymer syringes share many of the same characteristics as current pharmaceutical glass designs,

supporting long-term drug stability and extending shelf life for customers in the pharmaceutical sector.

Polymer syringes can also be

customized, reducing the risk of breakage, minimizing dead space, limiting contamination, and supporting the development of custom devices,

including autoinjectors.

The product pipeline includes 1mL short, 2.25mL, 5mL, 10ml and 50ml volumetric sizes, silicone free systems

and ophthalmic drug delivery for the ever-growing cosmetics market, dual chamber systems for lyophilized products, and custom container

solutions for autoinjectors.

The ability to produce these innovative products using advanced manufacturing techniques provides additional

advantages in quality, performance, and safety when compared to similar glass syringe products.

Sharps looks forward to the potential

of introducing this next-generation product line to the market and is currently working to establish US based manufacturing.

We anticipate that our major domestic competitors will include Retractable

Technologies, Inc., Becton Dickinson & Company, Medtronic Minimally Invasive Therapies (“Medtronic,” formerly known as

Covidien), Terumo Medical Corp., Smiths Medical, and B.

Our competitors may have greater financial resources, larger and more established

sales, marketing, and distribution organizations, and greater market influence, including long-term and/or exclusive contracts.

to compete primarily on the basis of healthcare worker and patient safety, product performance, and quality.

We believe our competitive

advantages will include a family of innovative drug delivery systems incorporating both active and passive safety features, as well as

ultra-low waste features.

the United States, the Federal Food, Drug and Cosmetic Act, or FDCA, FDA regulations and other federal and state statutes and regulations

govern, among other things, medical device design and development, preclinical and clinical testing, premarket clearance or approval,

registration and listing, manufacturing, labeling, storage, advertising and promotion, sales and distribution, export and import, and

post-market surveillance.

The FDA regulates the design, manufacturing, servicing, sale and distribution of medical devices.

comply with applicable U.S.

requirements may subject a company to a variety of administrative or judicial sanctions, such as FDA refusal

to approve pending applications, warning letters, product recalls, product seizures, total or partial suspension of production or distribution,

injunctions, fines, civil penalties and criminal prosecution.

an exemption applies, each medical device we wish to distribute commercially in the United States will require marketing authorization

from the FDA prior to distribution.

The two primary types of FDA marketing authorization applicable to a device are premarket notification,

also called 510k clearance, and premarket approval, also called PMA approval.

The type of marketing authorization is generally linked

to the classification of the device.

The FDA classifies medical devices into one of three classes (Class I, II or III) based on the degree

of risk the FDA determines to be associated with a device and the level of regulatory control deemed necessary to ensure the device’s

safety and effectiveness.

Devices requiring fewer controls because they are deemed to pose lower risk are placed in Class I or II.

I devices are deemed to pose the least risk and are subject only to general controls applicable to all devices, such as requirements

for device labeling, premarket notification and adherence to the FDA’s current Good Manufacturing Practices, or cGMP, known as

the Quality System Regulations, or QSR.

Class II devices are intermediate risk devices that are subject to general controls and may also

be subject to special controls such as performance standards, product-specific guidance documents, special labeling requirements, patient

registries or post-market surveillance.

Class III devices are those for which insufficient information exists to assure safety and effectiveness

solely through general or special controls and include life sustaining, life-supporting or implantable devices, devices of substantial

importance in preventing impairment of human health, or which present a potential, unreasonable risk of illness or injury.

of the United States, our ability to market our products will be contingent also upon our receiving marketing authorizations from the

appropriate foreign regulatory authorities, whether or not FDA approval or clearance has been obtained.

The foreign regulatory approval

process in most industrialized countries generally encompasses risks similar to those we will encounter in the FDA approval or clearance

The requirements governing conduct of clinical trials and marketing authorizations, and the time required to obtain requisite

approvals, may vary widely from country to country and differ from those required for FDA approval or clearance.

sale of medical products is subject to laws and regulations pertaining to health care fraud and abuse, including state and federal anti-kickback,

anti-self-referral, and false claims laws in the United States.

property rights, particularly patent rights, are material to our business.

We own four utility patents used in the Sharps Provensa

product that is not currently being commercialized and would require further R&D efforts.

Such patents expire between 2035 and

Our issued patents include a design patent (US 743,025) for the ornamental design for a safety syringe which will reach full

term and expire on November 10, 2029, a patent (US 10,980,950) for an ultra low-waste needle and syringe system that automatically

and passively renders a needle safe during the injection process, a patent (US 11,154,663) for a pre-filled safety needle and

syringe system, and a patent (US 11,497,860) for a Ultra-Low Waste Disposable Safety Syringe for Low Dose Injections.

have two additional pending patent applications in the United States and four PCT (Patent Cooperation Treaty) patent applications.

patent applications, which we own, have an anticipated expiration date of 2039/2040.

The pending patent applications are for (i) an ultra-low

waste disposable syringe with self-adjusting integrating safety features, and (ii) a needle and syringe system with automatic safety

shield that renders a needle safe.

Our pending patent applications are for utility patents.

With respect to the last of these patent

applications, we have, in addition to our United States patent application, also filed PCT patent applications.

The PCT applications

have entered National Phase.

Some of the issued US patents have issued in other countries, some are still pending.

have certain trademarks for Sharps Provensa, Sharps Provensa Ultra-Low Waste and filed applications to register other trademarks for

use in our Sharps Provensa product line.

have fifty-five full-time employees, two of which are our Chief Executive Officer and Chief Financial Officer, and retain the services

of additional personnel, as needed, on an independent contractor basis to support R&D, Finance, Marketing and Regulatory areas.

do not have any part-time employees.

Of the fifty-five employees, fifty work at our facilities in Hungary.

We expect to add additional

employees as we increase production capacity.

Company was incorporated in the State of Wyoming on December 16, 2017.

On March 22, 2022, we reincorporated as a Nevada corporation.

Our principal business address is 105 Maxess Road, Melville, New York 11747.

We maintain our corporate website at sharpstechnology.com.

The reference to our website is an inactive textual reference only.

The information that can be accessed through our website is not part

of this Form 10K, and investors should not rely on any such information in deciding whether to purchase our securities.

address of our principal executive office is 105 Maxess Road, Melville, New York 11747.

is a medical device sales and distribution enterprise focused on the marketing and distribution of syringe products

and related drug-delivery systems.

We 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.

We plan 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 by the U.S.

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

August 23, 2025, we adopted a digital asset treasury strategy focused on accumulating Solana (“SOL”), the native digital

asset of the Solana blockchain.

Solana Treasury Strategy

August 28, 2025, upon the closing of our Private Investment in Public Equity Offering (“PIPE”) of approximately $400 million,

our Board has adopted a treasury policy (the “Treasury Policy”), the material terms of which are set forth below, under which

the principal holding in our treasury reserve on the balance sheet will be allocated to SOL.

Although we reserve the right to accumulate

other forms of digital assets in the future, we currently only own SOL, USDC and USDT, with the vast majority of such digital assets

Upon the closing of the PIPE, we purchased and continue to hold over 2,000,000 SOL, including staking rewards, representing

almost all of the capital raised in that offering.

Where we refer to digital assets herein, we are referring to cryptocurrencies and

The Board has also established a Board committee comprised of our Executive Chairman, our Chief Investment Officer and our

Principal Financial Officer, to oversee the implementation of our Treasury Policy (the “Treasury Oversight Committee”).

August 28, 2025, we entered into (i) a consulting agreement (the “Agreement”) with Sol Edge Limited (the

“Consultant”) pursuant to which the Consultant provides consulting and related services with respect to our Treasury

Policy and (ii) a strategic advisor agreement (the “Strategic Advisor Agreement”) with Sol Markets, a Cayman Islands

exempt company (the “Strategic Advisor”) pursuant to which the Strategic Advisor provides strategic advice and guidance

relating to our business, operations, growth initiatives and industry trends in the crypto technology sector.

Both the Consultant

and the Strategic Advisor are wholly-owned and controlled by James Zhang, the brother of Alice Zhang, our Chief Investment Officer

and director.

Zhang’s husband Jason Hu was until recently a senior employee of the Consultant.

The Consultant has entered into and intends to enter into additional agreements with

registered investment advisors and registered commodity pool operators, with the first agreement entered into with Parafi Capital LP.

We currently stake our treasury assets with several SOL

validator service providers, see Validator Agreements below.

For the period of August 28, 2025

through August 27, 2026, we paid the Consultant an upfront $10 million annual fee equal to 2.5% of the Company’s total digital

assets of $400 million on the date we executed the Consulting Agreement.

For all future periods, we have agreed to pay the

Consultant a monthly fee equal to 2% in the aggregate on amounts up to and including $1,000,000,000 in Account value, 1.75% in the

aggregate on amounts above $1,000,000,000 up to and including $1,500,000,000 in Account value, and 1.5% in the aggregate on amounts

above $1,500,000,000 in Account value as of such measurement date divided by 12, beginning on August 27, 2026.

We have agreed to pay

to the Consultant such fee, at its option, in the form of USDC, USDT, SOL, or some combination thereof.

Agreement shall commence on the Effective Date and shall continue in full force and effect for a term of 20 years (the “Term”),

unless earlier terminated in accordance with Section 13(c).

Thereafter, the Agreement may be renewed for additional periods as mutually

agreed in writing by the Parties.

If this Agreement is terminated by the Company for any reason during the Term, or if the Consultant

terminates this Agreement due to a material breach by the Company, the Company shall pay to the Consultant, as liquidated damages and

not as a penalty, an amount equal to all fees and other compensation that would have accrued to the Consultant under this Agreement from

the date of termination through the end of the Term, paid monthly throughout the Term in accordance with the payment provisions herein.

addition to the payment terms described above, we have provided the Consultant with our Investment Guidelines, as described below, related

to the managing of our digital assets.

The Consultant is subject to certain Investment Guidelines, as approved by the Board and overseen

by the Treasury Oversight Committee and are included in our Treasury Policy, the material terms of which are set forth below.

Policy and Investment Guidelines

manage our Treasury Policy under the oversight of our Treasury Oversight Committee.

The Treasury Policy establishes the parameters, allocation

ranges, permitted instruments, and risk controls applicable to all treasury activity.

The primary objective of the Treasury Strategy

is to maintain controlled long exposure to the SOL ecosystem, which comprises the vast majority of our digital assets, while generating

yield through staking and selective use of derivative instruments to manage market risk and/or enhance returns.

Profit generation is

expected primarily through (i) potential price appreciation of SOL and (ii) protocol-native staking rewards, which are accrued in SOL.

We currently utilize native staking platforms that meet internal counterparty and smart-contract risk criteria.

No single validator,

liquid staking protocol, or staking counterparty may exceed 49% of total staked assets, and we will not employ leverage without explicit

Board approval.

The Treasury Policy provides that the Board has ultimate oversight of our Treasury Policy, but has delegated authority

to the Treasury Oversight Committee to oversee the day-to-day operations of the Treasury Policy carried out by our CIO, subject to certain

dollar amounts and percentage restrictions.

If the CIO wishes to exceed the thresholds set for the CIO, they need the approval of the

Treasury Oversight Committee and if the Treasury Oversight Committee wishes to exceed the thresholds set for the Treasury Oversight Committee,

they need the approval of the Board.

Similarly, the Treasury Oversight Committee has oversight of the Consultant and the Investment Guidelines set forth in the

Consulting Agreement provide for certain dollar amounts and percentage restrictions on actions permitted to be taken by the Consultant,

and if the Consultant wishes to exceed such thresholds, they need the approval of the Treasury Oversight Committee.

Treasury Policy and Investment Guidelines, amongst other provisions, provide for the following:

derivative usage through qualified custodians or regulated counterparties.

Derivative instruments (including SOL calls, puts, or

total return swaps) to be utilized solely for two permitted purposes:

(i) portfolio hedging of SOL market risk and (ii) strategic

exposure management where such instruments enhance yield or liquidity efficiency.

derivative transactions to pre-approved instruments and counterparties.

our total investible assets (a) the combined exposure to SOL and SOL-related instruments (including native and liquid staking), (b)

the amount of cash or USD stablecoin reserves for settlement and liquidity management (outside of operating cash needs of any operating

businesses under the company), (c) the derivative exposure (hedging or yield enhancement)

the acceptance of in-kind SOL investments and any funding other than U.S.

dollars, stablecoins or liquid SOL.

that only SOL pairs with sufficient daily trading volume are permitted.

that the aggregate exposure to any single validator, liquid staking platform, or protocol smart contract shall not exceed a certain

percentage of total staked assets.

the daily net purchases or sales capped at a certain percentage of SOL average daily volume (ADV).

amount of margin exposure.

that the aggregate exposure to any single counterparty, custodian, or protocol shall not exceed a certain percentage of NAV (excluding

SOL staking diversification described above).

our Treasury Policy is primarily dedicated to SOL, and other than our holdings in USDT and USDC described above, we do not intend to

allocate a significant portion of our treasury assets to other digital assets in the near term.

As a result, our assets are highly concentrated

in a single digital asset.

Adverse developments specific to SOL, its protocol, or its ecosystem could have a disproportionate impact

on our financial condition and results of operations.

In addition to our medical device

sales and distribution enterprise and management of its SOL treasury, we have recently begun to explore strategic acquisitions and/or

investments globally.

To this goal, our treasury strategy and engineering teams continue to analyze these opportunities and develop our

own digital products.

We have been and continue to prioritize long term growth of the Company’s business, potentially using proceeds from the sale

of SOL to fund our expansion plans described above.

time to time we may utilize a mix of call options, put options as well as other derivatives.

Treasury Policy is intended to bring value to our stockholders through the following:

intelligent capital markets issuances, including the issuance of both equity and convertible debt, where we may issue capital for

the benefit of stockholders to purchase and hold more SOL;

the majority of the SOL in our treasury to earn a staking yield and turn the treasury into a productive asset;

locked SOL at a discount to the current spot price;

our SOL holdings, whether on the open market, through block trades, or other negotiated transactions,

for various reasons and at various times, including, in order to repurchase shares of our

Common Stock when our Board believes such repurchases will result in accretive value creation

for our stockholders and at such times when it is legally permissible to do so.

may also from time to time repurchase shares of our Common Stock when our Board believes such repurchases will result in accretive

value creation for our stockholders, including when our Common Stock is trading at a discount to the net asset value of our SOL holdings

on a per-share basis.

Any such repurchases may be funded from the proceeds of SOL sales, operating cash flow, or other available

funds, and would be subject to applicable securities laws and regulations, including Rule 10b-18 under the Securities Exchange Act

of 1934, as amended.

can be no assurance that the value of SOL will increase, and investors should carefully consider the risks associated with digital assets.

Cryptocurrencies

that are part of Blockchain economies

cryptocurrency is a type of digital asset that exists on a particular blockchain and can be moved from one party to another party on

that blockchain.

Cryptocurrencies that comprise part of a blockchain economy or blockchain platform, typically have more

functionality than a payment currency.

Blockchain economies or platforms permit the use of the cryptocurrency to create other

digital assets or tokens, run decentralized applications on the blockchain platform, and build various types of functionality and

features on the blockchain platform.

Examples of cryptocurrencies that are part of blockchain economies include SOL and Ether.

Cryptocurrencies that are part of a blockchain are inherently riskier than stablecoins, but still relatively safer than

other newer and untested forms of cryptocurrencies.

Risks of cryptocurrencies such as SOL involve numerous factors such as market

risks and technological risks, see “ Risks Related to Our Digital Asset Trading Strategy and

Cryptocurrencies.

of the blockchain applications on large blockchain networks involve the use of “stablecoins,” which are designed to maintain

a constant price related to or based on some other asset or traditional currency because of, for instance, their issuers’ promise

to hold high-quality liquid assets (such as U.S.

dollar deposits and short-term U.S.

treasury securities) equal to the total value of

stablecoins in circulation.

In July 2025, the U.S.

President signed into law the “GENIUS Act,” which establishes a federal

framework for “payment stablecoins,” treating them as payment systems, not securities, and mandating fiat-backed reserves,

monthly disclosures, anti-money laundering safeguards, and similar measures.

Stablecoins have grown rapidly as a medium of exchange and

store of value, particularly on digital asset trading platforms, and their use as an alternative to digital assets such as bitcoin and

SOL could expand further as rules are promulgated under the GENIUS Act.

Given that stablecoins, such as the type we own, USDT and USDC,

are pegged to the U.S.

dollar, they are typically a safer and less volatile cryptocurrency than other types, such as SOL.

with all forms of cryptocurrencies there still remains risk with respect to stablecoins,

GENIUS Act may also create new opportunities for stablecoin-based yield strategies within our Treasury Policy framework.

As the regulatory

framework established by the GENIUS Act matures and rules are promulgated thereunder, the increased legal clarity around stablecoin reserves,

disclosures, and permissible uses may facilitate institutional adoption of stablecoins and expand the range of yield-generating instruments

available to treasury operators such as us.

We may explore allocating a portion of our treasury to stablecoin-denominated lending, liquidity

provision, or other yield-generating activities that become permissible under the GENIUS Act framework.

However, the rules implementing

the GENIUS Act are still being promulgated, and there remains significant uncertainty regarding the final requirements, implementation

timelines, and the scope of permissible activities for stablecoin holders and issuers.

Changes in the final rules or their interpretation

could limit or eliminate anticipated opportunities or impose compliance costs that render such strategies uneconomical.

the broader regulatory landscape for digital assets continues to evolve rapidly, and legislative or enforcement actions at the federal

or state level could adversely affect the stablecoin market and our ability to utilize stablecoins as part of our Treasury Strategy.

Our Treasury Strategy is currently anchored in maintaining strategic long

exposure to SOL, which may comprise up the vast majority of our of treasury assets under the approved allocation ranges.

Profit generation

is expected primarily through (i) potential price appreciation of SOL and (ii) protocol-native staking rewards, which are accrued in SOL.

We utilize both native staking and liquid staking platforms that meet internal counterparty and smart-contract risk criteria.

validator, liquid staking protocol, or staking counterparty may exceed 49% of total staked assets.

The key components of our Treasury

Strategy include the following:

Income - Staking rewards are a recurring source of yield and represent a significant component of expected treasury income.

delegate SOL to a diversified set of approved validators and liquid staking protocols, emphasizing operator quality, geographic

dispersion, and infrastructure resiliency.

Staking rewards may increase our SOL holdings and therefore compound the long-term

exposure to the underlying asset.

of Derivative Instruments - Although we utilized derivatives during 2025, as of December 31, we did not have any open derivative

In the future, we may utilize SOL-related derivative instruments, including exchange-traded or over-the-counter call

options, put options, and total return swaps, solely for (i) hedging SOL market risk and (ii) strategic yield enhancement or

exposure management.

Derivative exposure is generally limited to 10% of the portfolio, and no single derivative transaction or

counterparty exposure may exceed established notional thresholds without Treasury Oversight Committee approval.

All derivative

transactions are executed only through regulated or otherwise qualified custodians and counterparties and require documented trade

rationales, including their expected economic and risk impact.

Our treasury management guidelines currently approved by the Board limits

derivative exposure to 10% of the total treasury.

We do not use derivatives for speculative purposes or to obtain

synthetic leverage.

and Portfolio Construction - We may hold up to 20% of our treasury assets in cash or USD-denominated stablecoins to support liquidity,

settlement requirements, and volatility management.

All trading activity is executed only through approved venues that meet internal

compliance standards, and daily net purchase or sale activity is limited to no more than 20% of SOL average daily trading volume

to mitigate market-impact risk.

We may reallocate to cash or other highly liquid instruments, including U.S.

Treasury securities

or certain other types of vehicles, at the discretion of the Chief Investment Officer when warranted by market conditions.

Management and Operational Controls – Risk management is embedded throughout our Treasury Strategy.

We impose strict concentration

limits on counterparties, custodians, derivative exposures, and staking platforms, with no single exposure generally permitted to

exceed 49% of net asset value.

All custody relationships are structured to provide read-only data access, dual-authorization withdrawal

controls, and whitelisted addresses for outbound transfers.

We receive daily or monthly holdings data from our custodians, and these

reports are reconciled through internal net asset value systems to ensure completeness and accuracy.

Profit Generation - We expect to generate profit from a combination of (i) long-term appreciation of SOL held in the treasury, (ii)

ongoing staking rewards earned through native and liquid staking, and (iii) incremental yield and risk mitigation achieved through

permitted derivative strategies.

We believe that these activities, conducted within the prescribed governance and risk limits, support

its objective of producing sustainable, risk-adjusted returns while maintaining a conservative operational posture.

We Earn Staking Rewards

We intend to stake up to 95% of our total SOL holdings, and will utilize

the remaining unstaked SOL primarily for liquidity management, potential validator operations and as collateral for any margin loans or

future lending agreements To earn staking rewards, we intend to delegate our SOL to third parties via Solana’s in-protocol delegation

system while keeping the SOL held by third party custodians.

This means we deposit our SOL into a stake account, which is then delegated

to a validator’s vote account.

We stake to validators who are integrated into our qualified custodians’ platforms, allowing

us to stake SOL to validators directly from our custody accounts.

This also permits us to maintain that the keys that can move our SOL

are still controlled by the custodians we have engaged.

See “ Use of Custodians and Storage of Sol .” Of the validators

integrated into our qualified custodians, our team is staking to those who, in our opinion, have demonstrated a track record of high performance,

high yield generation, and attractive delegator economics.

We use multiple validators to seek to maximize the return on our SOL treasury

and to mitigate the risk of having only one or two validators for our treasury staking.

All of our locked SOL is staked with BitGo’s

validator, which is one of our qualified custodians (see Use of Custodians and Storage of SOL) .

We mitigate concentration risk

by ensuring that no validator has over 49% of our SOL holdings staked with them with the caveat that should our total SOL holdings decrease

our locked SOL staked with BitGo’s validator may go above this threshold given that the locked SOL cannot be unstaked or moved until

it is unlocked.

Locked SOL unlocks are released to us on a monthly basis by BitGo based on a pre-determined release schedule.

The agreements

with our staking providers provide that we will pay a fee equal to between 0%-4% of the rewards generated by the SOL staked to such provider.

The agreements direct the staking providers to include our SOL, once received, in their delegated staking pool, with the providers having

no discretion as to movement or re-hypothecation of our SOL.

We maintain possession and control of the staked SOL at all times and can

choose when to exit the staking amount.

We have the ability to terminate the agreement with the staking providers at any time.

entered into an agreement with one staking provider to create an STSS-branded validator.

This provider is charging a 4% commission on

staking rewards earned by the validator and charged on a per-epoch basis.

The STSS-branded validator was set up by the Coinbase team and

is physically managed by a Coinbase sub-service provider.

Coinbase has provided performance guidelines and assurances that it will adhere

to certain operational standards in order to ensure that the validator performs at a high level and maximizes yield for our delegated

Although we do not directly own or operate the validator infrastructure, the branding arrangement allows us to maintain a branded

presence within the Solana validator ecosystem while leveraging Coinbase’s institutional-grade infrastructure, operational expertise,

and security controls.

Our reliance on Coinbase and its sub-service provider for the operation of the STSS-branded validator introduces

counterparty risk, as any underperformance, downtime, or operational failure by Coinbase or its sub-service provider could result in reduced

staking rewards or reputational harm to us.

We do not control the selection of Coinbase’s sub-service provider or the specific operational

procedures employed by such sub-service provider.

We Manage Liquidity

acknowledge that during the deactivation period, staked SOL is not earning rewards and is not yet liquid.

We factor this into our liquidity

and risk management framework.

staking program involves a temporary loss of transferability of staked SOL during the “deactivation” or cooldown period.

Under normal conditions, we expect to regain complete control over un-staked SOL within approximately 48 hours;

however, network conditions

could extend this period.

To mitigate liquidity risk, we intend to maintain a portion of our treasury in un-staked SOL and cash to meet

short-term obligations.

Our use of SOL options may involve margin requirements or collateral posting, which could reduce available liquidity.

Option premiums paid or received may also create volatility in our near-term cash flows.

A certain portion of our holdings is comprised

of SOL that is programmatically locked by the FTX estate.

As such the release of such locked SOL is outside our control.

of Custodians and Storage of SOL

a custodian were to become insolvent, it is possible that we face delays or difficulties obtaining our digital assets.

utilize third-party qualified custodians to hold our SOL, other than the portion of our SOL held through a single non-qualified

custodian, as set forth below.

As of the date hereof, we utilize BitGo Bank & Trust, National Association (N.A.).

(“BitGo”), Anchorage Digital Bank N.A.

(“Anchorage”) and Coinbase, Inc.

(“Coinbase”), as the

custodians of our digital assets, none of which hold over 40% of such assets.

We do not self-custody our SOL.

We use qualified

custodians that utilize risk management and operational best practices related to hot vs.

cold storage, access controls, custody

technology and insurance, among other practices.

We are in the process of onboarding with other qualified custodians to ensure that

we mitigate our SOL treasury risk through the use of additional qualified custodians.

If any of our custodians were to become insolvent or enter bankruptcy or

receivership proceedings, we may face significant delays or difficulties in recovering our digital assets held by such custodian.

treatment of digital assets held in custodial accounts in the event of a custodian’s insolvency is an evolving area of law, and

it is unclear whether our digital assets would be treated as our property or as part of the custodian’s bankruptcy estate.

of FTX Trading Ltd.

and its affiliates in November 2022, in which customers holding digital assets on the FTX platform faced prolonged

delays and significant losses in recovering their assets, demonstrated the material risks associated with custodian insolvency.

we have sought to mitigate this risk by diversifying our custody arrangements across multiple custodians and ensuring that no single custodian

holds more than 40% of our digital assets, there can be no assurance that we would be able to recover some or all of our digital assets

in a timely manner, or at all, in the event of a custodian insolvency.

Of our qualified custodians, Anchorage Digital Bank N.A.

is a federally

chartered digital asset bank regulated by the Office of the Comptroller of the Currency (“OCC”) and BitGo Bank & Trust,

National Association (N.A.).

is a federally chartered national trust bank for digital assets, which provides certain regulatory protections,

including requirements for minimum capital, segregation of client assets, and examinations by federal bank regulators.

However, even with

respect to a federally regulated custodian, there is no equivalent of Federal Deposit Insurance Corporation (“FDIC”) insurance

for digital assets, and the specific protections available to depositors of digital assets at a federally chartered bank in the event

of insolvency remain untested.

primary custodians generally maintain the majority of their custodied SOL holdings in cold storage (>95%), with hot wallets used only

for limited operational purposes.

Custodians employ SOC 2–audited security controls, geographic redundancy, multi-person approval

processes, and conduct key-generation ceremonies in offline, secure facilities.

Private keys are never exposed to networked devices.

Custodians maintain insurance coverage with respect to the custodial accounts.

Our custody agreements typically have terms of one to

three years, may be terminated on 30 days’ notice, and include fees for storage and transactions.

Our qualified custodians do not

rehypothecate or otherwise use our SOL.

August 19, 2025, our wholly-owned subsidiary, Sol Equity Limited, a Cayman Islands exempt company (“Sol Equity”) entered

into a Custodial Services Agreement with BitGo (the “BitGo Agreement”) to hold our digital assets.

The term of the BitGo

Agreement is for one year with successive one-year renewals unless prior notice of non-renewal is given by either party.

a monthly digital asset storage fee based upon the market value of the assets in storage.

The BitGo Agreement is terminable by either

us or BitGo on thirty days’ notice as a result of a breach of the BitGo Agreement and may be suspended by BitGo if we violate the

intended use of the account or due to a change in the applicable law, litigation or bankruptcy.

The BitGo Agreement provides that BitGo

shall obtain and maintain, at its sole expense, insurance coverage in such types and amounts as shall be commercially reasonable for

the custodial services provided thereunder.

August 21, 2025, Sol Equity entered into a Master Custody Services Agreement with Anchorage (the “Anchorage Agreement”) to

hold our digital assets.

The term of the Anchorage Agreement is for one year with a one-year renewal.

We pay Anchorage a monthly custody

fee based upon the market value of the assets in custody.

The Anchorage Agreement is silent with respect to insurance coverage of the

custodial assets.

August 19, 2025, Sol Equity entered into a Custody Agreement with FalconX (the “FalconX Agreement”) to hold our digital assets.

The FalconX Agreement terminable at will by either us or FalconX upon 90 days notice.

We pay FalconX an annual custody fee based upon

the market value of the assets in custody and a percentage of staking rewards.

The FalconX Agreement is terminable by FalconX if we violate

the intended use of the account or a material breach.

The FalconX Agreement provides that FalconX’s compensation framework for

the custodial assets is supported by insurance policies and that the insurance covers specific incidents and claims are processed in

accordance with the insurer’s terms.

As of February 17, 2026, all assets at FalconX were moved to other custodians.

September 24, 2025, Sol Equity entered into a Prime Broker Agreement with Coinbase (the “Coinbase Agreement”).

Agreement is terminable at will by either us or Coinbase upon 30 days notice.

We pay Coinbase a fixed rate, inclusive of Coinbase’s

commission for each executed order Coinbase may terminate, restrict or suspend the Coinbase Agreement upon an event of default by us.

Coinbase may also close the Company’s account if it has been inactive for more than one year.

The Coinbase Agreement provides that

Coinbase shall obtain and maintain, at its sole expense, insurance coverage in such types and amounts as shall be commercially reasonable

for the custodial services provided thereunder.

As these custodial agreements do not set forth the specific amounts of insurance coverage,

some of our digital assets may not be subject to coverage if any of the custodian’s coverage is too low.

See “ If we or

our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our SOL, or if

our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our SOL and our financial

condition and results of operations could be materially adversely affected.”

of DeFi Protocols

may from time to time interact with decentralized finance (“DeFi”) protocols, either directly or indirectly through staking,

validator operations, custody arrangements, or liquidity management activities.

DeFi protocols generally rely on open-source smart contracts

deployed on public blockchains, including SOL.

While these smart contracts are intended to operate automatically according to their code,

they may contain coding errors, vulnerabilities, or design flaws that can be exploited.

Treatment of Digital Assets

with the adoption of Accounting Standards Update No.

2023-08, “Accounting for and Disclosure of Crypto Assets” (“ASU

2023-08”), we measure our SOL at fair value in our consolidated balance sheet, with changes in

fair value recognized in net income each reporting period in accordance with ASC 350-60.

We determine the fair value of our SOL holdings

using the closing price on our principal market as of the reporting date, in accordance with ASC 820, Fair Value Measurement.

This mark-to-market

accounting treatment may result in significant volatility in our reported net income and comprehensive income from period to period,

driven primarily by fluctuations in the market price of SOL rather than changes in our underlying business operations.

Staking rewards

received in SOL are recognized as revenue at fair value on the date received.

We believe that fair value measurement provides the most

relevant and transparent information about our digital asset holdings to investors, but investors should be aware that reported earnings

may fluctuate significantly as a result.

- The Token of the Solana Blockchain

is the native token of the Solana blockchain.

SOL was created with an initial supply of 500 million SOL, though much of the initial supply

was locked or earmarked for various use cases including the community, the foundation and investors.

New SOL are brought into existence

primarily through inflationary rewards distributed to validators and delegators.

The SOL staking yield is made up of three primary components:

inflationary rewards, transaction/priority fees, and maximal extractable value.

Inflationary rewards started out at 8.0%, and are currently

4.3%, and will fall 15% every epoch-year until they reach a long-term floor of 1.5%.

Unlock schedules applicable to these allocations

may periodically increase circulating supply, creating potential selling pressure and adversely affecting the price of SOL.

Historically,

50% of all transaction fees were burned (with the other 50% going to the validator), but now all transaction fees go to the validator

after the passage and adoption of the Solana Improvement Document 96.

is used as part of Solana’s proof-of-stake consensus mechanism.

In general, proof-of-stake blockchains have block producers called

validators that run nodes, bond or stake the protocol’s native token, propose blocks when chosen to do so, and validate/sign the

transactions and blocks of others when not.

Validators are chosen to produce a block in proportion to their stake, which makes it extremely

costly for bad actors to attempt to control the network and add invalid transactions to the blockchain.

Validators receive staking rewards

for the work they perform, which further incentivizes validators to behave properly, as they would otherwise miss out on such rewards.

Other proof-of-stake networks often “slash” some or all of a validator’s stake if it intentionally or unintentionally

performs its duties poorly, for example, by double-signing a transaction, though Solana has not implemented slashing at this time.

addition to its use within consensus, SOL is also a “gas token”, meaning that users of the Solana blockchain pay SOL to validators

(and delegators) as compensation for processing their transactions.

Solana has not implemented slashing at this time, there can be no assurance that slashing will not be introduced in the future through

a protocol upgrade or governance proposal.

The introduction of slashing on the Solana network could result in a partial or total loss

of SOL staked with a validator that is found to have engaged in malicious behavior or experienced significant downtime.

If slashing is

implemented and any of our validators are subject to slashing penalties, we could lose a portion of our staked SOL, which could have

a material adverse effect on our financial condition.

We monitor Solana governance proposals and protocol development activity to assess

the likelihood of slashing implementation and its potential impact on our staking operations.

validators may also earn income through maximal extractable value (“MEV”), which refers to the value that validators can

capture by strategically ordering, including, or excluding transactions within a block.

MEV activity on the Solana network has grown

significantly and represents an additional component of validator economics.

While MEV may increase the total yield available to validators

and their delegators, it also introduces risks, including the potential for transaction censorship, front-running of user transactions,

and network congestion caused by MEV-seeking bots.

Regulatory scrutiny of MEV practices could result in restrictions that reduce validator

revenue or increase compliance costs.

Changes to MEV distribution mechanisms, such as modifications to the Jito-Solana client or similar

infrastructure, could adversely affect staking yields available to us.

see three particularly notable items giving Solana a technical advantage compared to many smart contract blockchain peers.

Solana’s proof-of-history gives validators a notion of time and allows them to produce blocks without requiring the network to

first agree upon the current block, resulting in speed advantages.

Further, unlike peer blockchains that often use single-threaded

virtual machines, Solana enables parallel transaction execution to increase throughput and take advantage of future hardware

improvements resulting from increased CPU core counts.

In addition, Solana is optimized for speed and security, and is naturally

growing into decentralization as hardware and bandwidth costs fall over time, positioning it well along the Blockchain

Solana Labs and the Solana Foundation have played important roles in the development of the Solana ecosystem, no single entity owns or

controls the Solana network.

However, concentration of influence in these entities, particularly in early-stage protocol governance,

presents risks that investors should consider.

Solana Ecosystem

performance and technical capabilities enable many use cases from DeFi to decentralized physical infrastructure networks, AI agents,

social media, gaming, stablecoins, real-world assets, among others.

We believe Solana is advantaged by best-in-class technology and strong

network effects that have attracted a large, growing, and vibrant ecosystem of users, developers, and decentralized applications.

on the regulatory characterization of Solana, the markets for cryptocurrency in general, and our activities in particular, our business

and our Solana acquisition strategy may be subject to regulation by one or more regulators in the United States and globally.

and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry

participants, including service providers and financial institutions in these markets, and our ability to pursue our SOL strategy.

Additionally,

state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets

businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity

stemming from digital assets activity.

federal and state energy regulatory authorities are also monitoring the total electricity

consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of

the wholesale grid and retail distribution systems.

Many state legislative bodies have passed, or are actively considering, legislation

to address the impact of cryptocurrency mining in their respective states.

The SEC recognizes that some

digital assets fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended (the

Under the CEA, the Commodities Futures Trading Commission (the “CFTC”) has broad enforcement

authority to police market manipulation and fraud in spot digital assets markets in which we may transact.

Pursuant to SEC

Interpretive Release No.

33-11412, the SEC has established a functional taxonomy that classifies certain crypto assets, including

SOL, as digital commodities rather than securities.

These assets are deemed to derive their value from the programmatic operation of

a functional crypto system and market dynamics, rather than from a reasonable expectation of profits derived from the essential

managerial efforts of others.

Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market

exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing.

In addition, CFTC

regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain

retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade.

While an asset itself may be classified as a digital commodity, the SEC maintains that the specific manner in which it is offered or

sold could still constitute an investment contract transaction subject to federal securities laws.

addition, because transactions in SOL provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as

money laundering.

This misuse, or the perception of such misuse, could lead to greater regulatory oversight of SOL and SOL platforms,

and there is the possibility that law enforcement agencies could close SOL platforms or other SOL-related infrastructure with little

or no notice and prevent users from accessing or retrieving SOL held via such platforms or infrastructure.

noted above, activities involving SOL and other digital assets may fall within the jurisdiction of more than one financial regulator

and various courts and such laws and regulations are rapidly evolving and increasing in scope.

The laws and regulations applicable to

SOL and digital assets are evolving and subject to interpretation and change.

around the world have reacted differently to digital assets;

certain governments have deemed them illegal, and others have allowed their

use and trade without restriction, while in some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain

and evolving regulatory requirements.

digital assets have grown in both popularity and market size, the U.S.

Executive Branch, Congress and a number of U.S.

federal and state

agencies, including the Financial Crimes Enforcement Network, the CFTC, the SEC, the Financial Industry Regulatory Authority, the Consumer

Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the

Internal Revenue Service and state financial regulators, have been examining the operations of digital asset networks, digital asset

users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal

laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and

the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange

digital assets for users.

Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital

assets to investors.

In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment

of digital asset transactions and requirements for businesses engaged in activities related to digital assets.

Equity Offering

September 2, 2025, we entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with each of Cantor

Fitzgerald & Co.

(“Cantor”) and Aegis Capital Corp.

(“Aegis”) (each, an “Agent” and together,

the “Agents”), pursuant to which we, 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”).

Subject to the terms and conditions of the Sales Agreement, Cantor will use its

commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based

upon our instructions.

We have provided the Agents with customary indemnification and contribution rights in favor of the Agents, and

the Agents will be entitled to a commission of 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.

Sales of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings”

as defined in Rule 415 under the Securities Act or by any other method permitted by law.

We have no obligation to sell any of the ATM

Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to our shelf registration statement on Form

S-3 (File No.

333-274146), which was filed with the SEC on August 22, 2023, as amended on August 29, 2023 and declared effective by the

SEC on September 5, 2023 and a registration statement on Form S-3 (File No.

333-289980) filed pursuant to Rule 462(b) under the Securities

Act for the purpose of registering additional securities available to be sold under the registration statement on Form S-3 (File No.

333-274146) (collectively, the “Registration Statement”), including a base prospectus as part of the Registration Statement,

and a prospectus supplement dated September 2, 2025 relating to the offer and sale of the ATM Shares pursuant to the Sales Agreement .

During 2025, the Company sold 2,160,023 shares under the ATM Offering for net proceeds of $19,278,502 after brokerage fees.

Repurchase Program

October 2, 2025, our Board approved a share repurchase program (the “ 2025 Repurchase Program ”) providing for the repurchase

of up to $100,000,000 of our outstanding shares of common stock.

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

open market and in negotiated transactions.

The Repurchase Program does not obligate us 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, we entered into an Open Market Share Repurchase Agreement (the “ Repurchase Agreement ”) with Cantor Fitzgerald

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

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

The Repurchase Agreement will

continue in effect until terminated by either us or the Broker, with or without cause, upon written notice to the other party.

pay Broker a commission at a rate of $0.02 for each share of Common Stock repurchased pursuant to the Repurchase Agreement.

date of this filing, $1,588,861in funds have been used for the repurchase of 867,678 shares under the Repurchase Agreement,

including fees.

Settlement of Outstanding Litigations and Spinoff

of Hungarian Subsidiary

On October 6, 2025, we entered into a confidential settlement agreement

and release (the “Settlement Agreement”) with Barry Berler, Plastomold Industries Ltd (“Plastomold”), Plasto Design

Solutions (“PDS”), Plasto Design Ltd.

(“Plasto Design,” and together with Plastomold and PDS as the “Plasto”)

and Plasto Technology Group LLC (“Plasto Technology”), whereby the Company, Mr.

Berler, Plasto and Plasto Technology 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 also provides that neither party’s

entry into the Settlement Agreement shall be deemed an admission of fault, responsibility, or liability for any claim alleged in the Litigation.

Pursuant to the Settlement Agreement, we entered into definitive agreements, including a bill of sale, assignment and assumption agreement

providing for the transfer by us to Plasto Technology of certain assets, and a contract for the transfer of business share providing for

the assignment by us to Plasto Technology of all of our right, title and interest in and to the issued and outstanding shares of Safegard

Medical Kft, our Hungarian subsidiary.

In addition, we executed agreements for the transfer of patents and registered trademarks, along

with the related goodwill associated therewith.

We were incorporated in the State of Wyoming on December 16, 2017.

22, 2022, we reincorporated as a Nevada corporation.

Our principal business address is 105 Maxess Road, Suite 124, Melville, New York

address of our principal executive office is 105 Maxess Road, Suite 124, Melville, New York 11747.

common stock and warrants are quoted on the Nasdaq under the symbol “STSS” and “STSSW”.

5 unchanged sentences

information contained on our website is not intended to be a part of this Report ).

We make available free of charge on https://ir.STSS.com//

our annual, quarterly, and current reports, and amendments to those reports if any, as soon as reasonably practical after we electronically

We make available free of charge on https://www.sharpstechnology.com/investors/all-sec-filings

for our annual, quarterly, and current reports, and amendments to those reports if any, as soon as reasonably practical after we electronically

file such material with, or furnish it to, the SEC.

2 unchanged sentences

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

What changed 10-K

Item 1. Business