What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-03-27 · 1340 added, 814 removed, 420 unchanged (84% of the section changed)

Financial Statements and Supplementary Data

of Independent Registered Public Accounting Firm

TO FINANCIAL STATEMENTS

Index to financial statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

as of December 31, 2025 and 2024

Consolidated Statements

of Operations for the years ended December 31, 2025 and 2024

Consolidated Statements

of Comprehensive Loss for the years ended December 31, 2025 and 2024

Consolidated Statements of

Stockholders’ Equity for the years ended December 31, 2025 and 2024

Consolidated Statements

of Cash Flows for the years ended December 31, 2025 and 2024

Report of Independent Registered Public Accounting

the Stockholders and Board of Directors

9 unchanged sentences

the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Concern Uncertainty

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

in Note 2 to the consolidated financial statements, the Company has not generated revenue or cash flow from operations since inception,

and does not have an established source of funding sufficient to cover its operating costs.

These conditions raise substantial doubt

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

Management’s plans in regard to these matters are also described

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

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Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

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Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audits provide a reasonable basis for our opinion.

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

PKF O’Connor Davies, LLP

have served as the Company’s auditor since 2023.

York, New York

O’CONNOR DAVIES LLP 245 Park Avenue, New York, NY 10167 I Tel:

212.867.8000 or 212.286.2600 I Fax:

212.286.4080 I www.pkfod.com

O’Connor Davies LLP is a member firm of the PKF International Limited network of legally independent firms and does not accept

any responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.

TECHNOLOGY, INC.

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Current Assets

Tax Receivable - VAT

Escrow Deposit ( Note 7 )

Prepaid expenses and other current assets

Net ( Note 3 )

Escrow deposit

Accounts receivable – product

Accounts receivable – digital

currency, net

Accounts receivable

Prepaid expenses –

related party

Prepaid expenses and other

Inventories, net

Assets, Discontinued Operations

Current Assets

Fixed Assets, net of accumulated depreciation (Notes 4 and 5)

Other Assets (Notes 5 and 6)

Fixed assets, net

Digital assets, at fair

Assets, Discontinued Operations

$ 269,075,173

Current Liabilities

Accounts payable

Accrued expenses and other

Notes Payable, net of discount (Note 7)

Warrant liability (Notes 8 and 10)

Notes payable, net of discount

Warrant liability

liabilities, Discontinued Operations

Total Current Liabilities

Deferred Tax Liability ( Note 12 )

Non-Current Liabilities,

Discontinued Operations

Total Liabilities

Commitments and Contingencies (Note 15)

Subsequent Events (Note 16)

Stockholders’ Equity:

Preferred stock, $ .0001

Preferred stock, $ 0.0001 par value;

shares authorized;

0 shares issued and outstanding in 2024

0 shares issued and outstanding (2024:

Common stock, $ 0.0001 par value;

shares authorized (2024:

2,048,183 shares issued and outstanding in 2024 (2023:

28,995,402 shares issued and outstanding (2024:

Additional paid-in capital

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( 34,445,206 )

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

Total Stockholders’

Total Liabilities and

Stockholders’ Equity

$ 269,075,173

accompanying notes are an integral part of these financial statements.

1 unchanged sentence

STATEMENTS OF OPERATIONS

For the year ended

Cost of goods sold

of goods sold - inventory reserve

Total Cost of Goods Sold

Gross Margin (Loss)

Staking Revenue, net

Operating expenses:

and development, including impairment of $ 1,770,000 and $ 560,000 in 2024 and 2023 respectively (Note 5)

General and administrative

Warrant issuance – related party

Consulting fees – related parties

Selling, general and administrative

Research and development

Unrealized loss on digital

Realized loss on digital

asset transaction expenses

Total Operating Expenses

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Other Income (Expense):

Interest income (expense)

Interest expense, net

( 1,664,712 )

FMV adjustment on warrants

Other (expense)

Foreign currency and other

Fair market value adjustment

Realized loss on derivatives

( 4,986,500 )

( 1,009,891 )

Total Other Income (Expense)

Net Loss Before Provision for Taxes

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( 5,225,266 )

Deferred Tax Benefit

Net Loss from Continuing

( 270,335,436 )

( 5,225,266 )

Net loss per share, basic and diluted

Weighted average shares used to compute net loss per share, basic and diluted

Discontinued Operations:

Loss from discontinued

( 11,220,342 )

( 4,100,935 )

Loss on disposal

( 1,078,348 )

from Discontinued Operations

( 12,166,690 )

( 4,070,935 )

$ ( 282,502,126 )

$ ( 9,296,201 )

Net loss per share from Continuing Operations,

basic and diluted

$ ( 1,247.79 )

Net loss per share from

Discontinued Operations, basic and diluted

Net loss per share, basic

$ ( 2,219.92 )

Weighted average shares used to compute net

loss per share, basic and diluted

accompanying notes are an integral part of these financial statements.

1 unchanged sentence

STATEMENTS OF COMPREHENSIVE LOSS

For the year ended

$ ( 282,502,126 )

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Foreign currency translation adjustments

Comprehensive loss

Comprehensive

$ ( 282,525,419 )

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THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Preferred Stock

Comprehensive

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( 9,296,201 )

Cancellation of preferred share

Share-based compensation charges

Shares issued in Offering

Shelf Registration Offering – see Note 8

Private Placement Offering – see Note 8

Issuance of common stock

Registration A offering

Warrant inducements

Warrant exercise

Foreign currency translation

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$ ( 34,445,206 )

$ ( 25,149,004 )

Net loss for the year ended December 31, 2025

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( 282,502,126 )

( 9,296,202 )

Share-based compensation charges

Issuance of Common Stock

Exercise of Pre-Funded Warrants

Warrant Inducements

Cancellation of Preferred Share

Registration A Offering

Share Round-up from Reverse

Warrant exercise

Equity offering – August 2025 PIPE

Exercise of Series A warrants

Exercise of Series B warrants

Exercise of prefunded warrants

Shelf offering - ATM

Foreign currency translation

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$ ( 316,947,332 )

$ 264,380,146

accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CASH FLOWS

For the year ended

the year ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Consolidated net loss

( 282,502,126 )

( 9,296,201 )

Adjustments to reconcile net loss to net cash used in operating activities:

Loss from discontinued operations

Loss from continuing operations

( 270,335,436 )

( 5,225,266 )

Adjustments to reconcile

net from continuing operations to net cash used in operating activities:

Depreciation and amortization

Stock-based compensation

- related party

Stock-based compensation

Accretion of debt discount

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( 4,803,098 )

Fixed asset impairment

Deferred tax benefit

Other Asset Adjustment

IPO issuance costs relating to warrants

( 3,016,936 )

Digital assets received

as staking revenues, net

( 6,801,179 )

Realized loss on digital

Unrealized loss on digital

Realized loss on derivatives

Escrow forfeited

Foreign exchange (gain)/loss

Foreign exchange impact

Changes in operating assets:

Prepaid expenses and other current assets

( 1,441,462 )

Accounts payable and accrued liabilities

Net cash used in operating activities

Accounts receivable - trade

Prepaid expenses - related party

Prepaid expenses and other

payable and accrued liabilities

Net cash used in operating

( 10,990,651 )

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CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of fixed assets

Escrow payment forfeited under agreement

Purchase of digital assets

( 170,519,290 )

Net cash used in investing activities

Purchase of USDC

( 17,003,451 )

Escrow payment forfeited

( 1,000,000 )

Net cash used in investing

( 187,522,741 )

( 1,000,000 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from offerings and warrant exercises

Net proceeds from Debt financing

Repayment of Debt

Net cash provided by financing activities

Effect of exchange rate changes on cash

NET INCREASE (DECREASE) IN CASH

Net proceeds from offerings

and warrant exercises

Proceeds from debt financing

Repayment of debt financing

( 4,222,012 )

from margin loan

Net cash provided by financing

NET INCREASE IN CASH – CONTINUING OPERATIONS

Cash Flows from Discontinued Operations

Beginning cash - discontinued operations

Operating Activities

( 5,837,401 )

CASH — BEGINNING OF YEAR

CASH — END OF YEAR

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest

( 2,525,104 )

Investing Activities

( 1,640,281 )

Ending cash - discontinued operations

NET DECREASE IN CASH - DISCONTINUED

( 7,368,443 )

( 2,741,145 )

CASH — BEGINNING OF PERIOD

CASH — END OF PERIOD

DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for taxes

Digital assets received

from common stock issuance

USDC/USDT received from common

stock issuance

USDC/USDT used for purchases of digital assets

( 83,501,452 )

USDC transferred to related party

( 10,000,000 )

USDC repayment of margin loan

( 4,620,000 )

USDC payments for realized derivatives losses

( 4,986,500 )

accompanying notes are an integral part of these financial statements.

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Technology, Inc.

(“Sharps” or the “Company”) is a pre-revenue medical device company that has designed and patented

various safety syringes and is seeking commercialization by manufacturing and distribution of its products.

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

and its wholly owned subsidiaries, Safegard

Medical (Hungary) KFT, collectively referred to as the “Company.” All intercompany transactions and balances have been eliminated.

Company’s fiscal year ends on December 31.

(“Sharps” or the “Company”) is a medical device sales and distribution enterprise engaged in

the marketing and distribution of syringe products and related drug-delivery systems.

Prior to August 24, 2025, the Company was also

focused on design and manufacture of a portfolio of conventional and safety syringes.

August 24, 2025, the Company adopted a digital asset treasury strategy focused on accumulating Solana (“SOL”), the native

digital asset of the Solana blockchain.

August 28, 2025, the Company (“Buyer”) acquired the shares of SOL Equity Limited, a Cayman Islands exempt company from

Catan Holdings LP, a Cayman Islands corporation (“Seller”) which was a non-operating company.

The Seller, assigned,

transferred and conveyed to Buyer, and Buyer hereby purchased and accepted from Seller, all of the issued and outstanding shares

free and clear of all liens, claims and encumbrances, for nominal consideration of $ 1.00 .

The assets acquired included several digital asset custodian accounts with no balance and a ticker reservation account.

further represented that, as of August 28, 2025, no other assets and no liabilities of any kind existed.

The purpose of the

acquisition was the Company’s intent to have SOL Equity Limited be the entity that holds the digital asset treasury

October 6, 2025, the Company entered into definitive agreements, including a bill of sale, assignment and assumption agreement providing

for the transfer by the Company 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,

the Hungarian subsidiary, which is reflected in the accompanying financial statements as a discontinued operation.

The accompanying consolidated

financial statements include the accounts of Sharps Technology, Inc.

and its wholly owned subsidiary, SOL Equity Limited, collectively

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

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 (See Note 8).

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

Summary of Significant Accounting Policies

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(“GAAP”) in the United States (“U.S.”) and are expressed in U.S.

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

has not generated revenue or cash flow from operations since inception.

As of December 31, 2024, the Company used cash in operations

of $ 6,929,544 and has cash of $ 864,041 which is not 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.

Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to

acquire or commercialize its products into a profitable business.

The Company intends to finance its future development and 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.

preparation of financial statements in conformity with U.S.

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Actual results could differ from those estimates.

of December 31, 2024, the most significant estimates relate to derivative liabilities and stock-based compensation.

of December 31, 2025, the most significant estimates relate to inventory reserves, digital assets, and stock-based compensation.

and Cash Equivalents

3 unchanged sentences

At December 31, 2025

and 2023, the Company had no cash equivalents.

and 2024, the Company had cash of $ 10.4 million and $ 0.8 million, respectively, and no cash equivalents.

TECHNOLOGY, INC.

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Summary of Significant Accounting Policies (continued)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, which is placed

with high-credit-quality financial institutions and at times exceeds federally insured limits.

To date, the Company has not experienced

any losses on its deposits of cash.

Concentration

of Credit Risk

Company’s cash, USDC, certain digital assets held, accounts receivable, and deposits are potentially subject to concentration of

is primarily placed with financial institutions which are of high credit quality.

The Company does have corporate deposit balances with

financial institutions which exceed the Federal Deposit Insurance Corporation insurance limit of $ 250,000 .

The Company has not experienced

losses on these accounts and does not believe it is exposed to any significant credit risk with respect to these accounts.

The Company holds USDC periodically as a

liquidity resource facilitating transactions such as purchases, dispositions and payments.

USDC is a payment stablecoin redeemable

on a one-to-one basis for U.S.

dollars and issued by Circle Internet Financial, LLC.

underlying reserves were held in cash, short-duration U.S.

Treasuries, and overnight U.S.

Treasury repurchase agreements within

segregated accounts for the benefit of USDC holders.

USDC is a current financial asset in the Consolidated Financial Statements as

of December 31, 2025.

The Company holds SOL, a digital commodity, as part of its Treasury Strategy.

SOL is a digital

asset in the Consolidated Financial Statements as of December 31, 2025.

Our concentration in a single digital commodity exposes the Company

to unique liquidity risks that may prevent the conversion of SOL into fiat currency or other assets when desired, particularly during

periods of market stress.

Company values inventory at the lower of cost (average cost) or net realizable value.

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inventories or they may be written off.

At December 31, 2024 and 2023, inventory is comprised of raw materials, components and finished

At December 31, 2024, inventory was comprised of raw materials, components and finished goods

and following the Company’s sale of its Hungarian subsidiary and based on a current corporate strategy to operate as a distributor

and terminate manufacturing operations, the inventory at December 31, 2025 is comprised of only finished goods.

Classification of Digital Commodities & Payment Stablecoin

Management assessed SOL, USDC,

& USDT under ASU 2023-08.

For new asset classes that are out of ASU 2023-08’s scope, the Company considered the assets

underlying characteristics within the GENIUS Act, ASC 825, and ASC 350 for assignment as a cash equivalent, financial or intangible asset

respectively.

The Company also evaluated if each new asset type should be presented

as long-term or current under ASC 210.

SOL meets the criteria of ASU 2023-08 and

would be considered an in-scope digital asset.

This is because it meets the definition of an intangible asset per the FASB

codification, does not provide enforceable rights or claims to underlying goods, services, or other assets.

Furthermore, SOL resides

on a distributed ledger, is secured through cryptography, is fungible, and is not created or issued by the Company or its related

Both USDC and USDT (“payment

stablecoins”) provide the holder with enforceable rights to or claims on underlying goods, services or other assets.

Therefore, they

would not be considered an in-scope crypto asset under ASU 2023-08, but instead the same factor meets the criteria as a financial asset

under ASC 825.

both Circle (USDC) and Tether (USDT) have applied as payment stablecoins to be cash equivalent under the Genius Act since

it came into effect, neither has achieved that designation.

Therefore, management does not consider either to be cash equivalent but based

on guidance under ASC 210, does classify payment stablecoins as current assets expected to be converted to cash within one year from

the balance sheet date.

The Company will report payment stablecoins as a current financial asset on the balance sheet adjusted to fair

market value.

Digital Assets

to ASU 2023-08, Intangibles — Goodwill and Other — Crypto Assets:

Accounting for and Disclosure of Crypto Assets,

codified into ASC subtopic 350-60, in-scope crypto assets are required to be measured at fair value in the consolidated balance

sheet, with gains and losses from changes in the fair value of such digital assets recognized in the consolidated statement of

operations each reporting period.

Under ASU 2023-08 in-scope crypto assets are considered to be indefinite-lived intangible assets.

The in-scope crypto assets are initially measured at cost based on existing GAAP guidance per ASC 350-30.

ASU 2023-08 also requires

certain interim and annual disclosures for digital assets within the scope of the standard.

Sales and purchases of digital assets are reflected as cash flows from investing activities in the consolidated statements of cash flows.

Company adopted this guidance effective August 25, 2025, the date of the Company’s first holding in digital assets.

measured using Level 1 inputs under ASC 820, based on quoted prices from the principal market unless otherwise restricted.

ASC 820 defines “principal

market” as the market with the greatest volume and level of activity for the asset or liability.

The determination of the

principal market (and, as a result, the market participants in the principal market) is made from the perspective of the reporting

The digital assets held by the Company are traded on a number of active markets globally.

The Company determines Coinbase as

its principal market.

The Company recognizes staking revenue by utilizing daily prices obtained from Coinbase at the end of the

treasury operations day at 5pm ET (“Spot Price”).

portion of the in-kind SOL invested as part of the Company’s August 2025 equity offering includes restrictions.

These locked SOL

will unlock over a period of time and once unlocked can be sold on several SOL exchanges.

the tokens remain restricted, the locked SOL fair value will include a discount to the Spot Price for SOL for which the unrealized gain

or loss is recognized.

After reviewing the changes in the market price for these and similar locked SOL transactions, and the discount

for in-kind SOL invested at the August 25, 2025 offering, the Company has elected to use 10% as the discount and considers this a

Level 2 input.

the SOL is unlocked, the fair value is measured at the end of the period at the market value without a discount.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Summary of Significant Accounting Policies (continued)

Value Measurements

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used to measure fair value.

Company’s outstanding warrants are fair valued on a recurring basis with the trading price or FMV using Black Sholes which could

cause fluctuations in operating results at the reporting periods.

assets and liabilities of the Company’s including digital assets and warrants are fair valued on a recurring basis with the trading

price or FMV using Black Scholes which could cause fluctuations in operating results at the reporting periods.

Company’s outstanding liability classified warrants are fair valued on a recurring basis with the trading price or FMV using Black

Sholes which could cause fluctuations in operating results at the reporting periods.

1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

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The determination for Level 3 instruments requires the most management judgment and subjectivity.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Summary of Significant Accounting Policies (continued)

assets are stated at cost.

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The expected life for Molds is

based lesser of the number of parts that will be produced based on the expected mold capability or 5 years.

based on the lesser of the number of parts that will be produced based on the expected mold capability or 5 years.

of Long-Lived Assets

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measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from

Company recorded an impairment of $ 1,770,000 during the year ended December 31, 2024 and $ 560,000 impairment during the year ended December

Identified Intangible Assets

Intangible Assets

Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 years.

Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the

useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable.

If such facts and circumstances

exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or

group of assets over their remaining lives against their respective carrying amounts.

Impairments, if any, are based on the excess of

the carrying amount over the fair value of those assets.

If the useful life is shorter than originally estimated, the Company would accelerate

the rate of amortization and amortize the remaining carrying value over the new shorter useful life.

The Company evaluates the carrying

value of finite-lived intangible assets on an annual basis, and an impairment charge would be recognized to the extent that the carrying

amount of such assets exceeds their estimated fair value.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Summary of Significant Accounting Policies (continued)

Compensation Expense

4 unchanged sentences

Stock-based compensation expense is recognized over the requisite

service period and is based on the value of the portion of stock-based payment awards that is ultimately expected to vest.

recognizes forfeitures of stock-based awards as they occur on a prospective basis.

service period.

The Company recognizes forfeitures of stock-based awards as they occur.

compensation expense for awards granted to non-employees as consideration for services received is measured on the date of performance

at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be more reliably measured.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Summary of Significant Accounting Policies (continued)

Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of

the specific terms of the warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC 480”), Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815,

Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments

pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification

under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could

potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent

quarterly period end date while the warrants are outstanding.

their issuance date and as of December 31, 2024, certain warrants (see Notes 8 and 10) are accounted for as liabilities as these instruments

Accounting Standards Codification (“ASC 480”), Distinguishing Liabilities from Equity (“ASC 480”) treated as

level 2 assets, and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for

equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders

of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions

for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance

and as of each subsequent quarterly period end date while the warrants are outstanding.

their issuance date and as of December 31, 2025, certain warrants (see Note 10) are accounted for as liabilities as these instruments

did not meet all of the requirements for equity classification under ASC 815-40 based on the terms of the aforementioned warrants.

1 unchanged sentence

is recognized in the Company’s consolidated statements of operations.

Company enters into derivative contracts from time to time to manage its exposure to fluctuations in the price of SOL and not for any

other purpose.

In addition, the Company evaluates its financing and service arrangements to determine whether certain arrangements contain

features that qualify as embedded derivatives requiring bifurcation in accordance with ASC 815 - Derivatives and Hedging.

Embedded derivatives

that are required to be bifurcated from the host instrument or arrangement are accounted for and valued as separate financial instruments.

There were no embedded derivatives requiring separation from the host instrument as of December 31, 2025 and December 31, 2024.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Summary of Significant Accounting Policies (continued)

Company does not elect to designate derivatives as hedges for accounting purposes and, as such, records derivatives at fair value, with

subsequent changes in fair value and settlements recognized in earnings.

The Company classifies derivative assets or liabilities on the

Consolidated Balance Sheets as current or non-current based on whether settlement of the instrument could be required within 12 months

of the balance sheet date and for derivatives with multiple settlements, based on the term of the contract.

the option positions have SOL as the underlying asset, none of the Company’s SOL holdings are transacted as part of settlement.

Realized and unrealized gains for purchased and written derivative positions are valued using their closing premium, at the earlier of

their maturity date or the reporting date as the basis for a fair value adjustment.

There were no open derivative contracts as of December

31, 2025 or 2024.

Company is exposed to SOL market risk related to our digital asset holdings, which are impacted by the market value of the respective

digital asset held.

We performed a sensitivity analysis assuming a hypothetical 10% change in the fair value of these digital assets

to demonstrate the potential impact on our financial results.

A hypothetical 10% increase or decrease in market prices would have positively

or negatively impacted our Income (loss) before income taxes by approximately $ 25 M for the year ended December 31, 2025.

Currency Translation/Transactions

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and Diluted Loss Per Share

Company computes net loss per share in accordance with ASC 260, Earnings per Share.

ASC 260 requires presentation of both basic and diluted

earnings per share (EPS) on the face of the consolidated statements of operations.

Basic EPS is computed by dividing net income (loss)

available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.

EPS in 2023 includes the 153,704 of pre-funded warrants (see Note 8).

Diluted EPS gives effect to all dilutive potential common shares outstanding

during the period using the treasury stock method and convertible preferred stock using the if-converted method.

In computing diluted

EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of

stock options or warrants.

Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share.

ASC 260 requires presentation of both

basic and diluted earnings per share (EPS) on the face of the consolidated statements of operations.

Basic EPS is computed by

dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding

(denominator) during the period.

Basic EPS during the year ended December 31, 2025 included 37,717,312

in pre-funded warrants and 6,321,367 in related party warrants exercisable at par value (see Note 10).

Diluted EPS gives effect to all dilutive potential common shares outstanding during the

period using the treasury stock method and convertible preferred stock using the if-converted method.

In computing diluted EPS, the

average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock

options or warrants.

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

As of December 31, 2025

there were 852,994 stock options and warrants that could potentially dilute basic EPS in the future that were not included in the computation

of diluted EPS because to do so would have been anti-dilutive for the periods presented.

and 2024, there were 65,191,383

(reverse split effected), respectively of stock options and warrants that could potentially dilute basic EPS in the future that were

not included in the computation of diluted EPS because to do so would have been anti-dilutive for the periods presented.

TECHNOLOGY, INC.

2 unchanged sentences

Summary of Significant Accounting Policies (continued)

Device Packaging Products

Company generates revenue from the sale of single use medical device packaging products, primarily syringe or as packaging components

for a customer’s product.

Revenue is recorded, net of sales tax, if applicable.

The Company considers revenue to be earned when

all the following criteria are met:

the Company has a contract with a customer that creates enforceable rights and obligations, promised

products are identified, the transaction price is determinable and the Company has transferred control of the promised items to the customer.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account

in the contract.

The transaction price for the contract is measured as the amount of consideration the Company expects to receive in

exchange for the goods expected to be transferred.

A contract’s transaction price is allocated to each distinct performance obligation

and recognized as revenue when, or as control of the distinct good or service is transferred.

The Company’s products typically

have one performance obligation, which is the sale of a single product.

Transfer of control for the Company’s products is generally

at shipment or delivery, depending on contractual terms, but occurs when title and risk of loss transfers to the customer.

Company’s performance obligation related to product sales is satisfied at a point in time.

The Company recognizes a receivable

when it has an unconditional right to payment, which represents the amount the Company expects to collect in a transaction and is most

often equal to the transaction price in the contract.

Payment terms for shipments to end-user and distributor customers may range from

30 to 90 days.

Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling

costs are reflected in cost of goods sold.

Assets Revenue, Realized and Unrealized Gains and Losses

of Digital Assets

acquire liquid SOL tokens through purchases and delegated staking.

In the case of liquid bulk purchases, we recognize for cost basis

the actual price paid.

In the case of liquid TWAP (time-weighted average price) over multiple hour or days, we recognize for cost basis

the average price paid for all tokens purchases.

Company is able to acquire additional locked SOL through direct negotiations with the owner or third-party custodians at a discounted

price from the SOL market value price.

With the purchase of locked SOL, we recognize the cost basis as the actual price paid after the

discount applied from the SOL price.

The unlocking of newly purchased locked SOL occurs over a series of dates as prescribed by the purchase

acquire other digital assets through purchases and record the average price paid as the cost basis.

ASC 350-60-45-2, gains and losses from the remeasurement of digital assets shall be included in net income and presented separately from

changes in the carrying value of other intangible assets.

Pursuant to this guidance, changes in fair value are reflected on the income

statement in the line item “Realized and unrealized (gain) loss on digital assets” in the operations section of the consolidated

statements of operations.

We measure changes in fair value as the difference between the cost basis and the prevailing market price of

the digital asset at the date of measurement, multiplied by the quantity held of the digital asset.

prices are independently analyzed, including comparisons to other exchanges and potential cut-off times.

the derivative positions, the Custodians provide a period-end spot price for the open positions based on valuation models applied based

on various inputs.

Remeasurement

on a recurring basis

to the acquisitions of SOL, remeasurement of change in fair value is done by taking the spot price as defined above on the last day of

Tokens are bifurcated between liquid and locked tokens.

In the case of liquid tokens, the aggregate fair value is computed

by taking the number of liquid and locked tokens and multiplying by the period-end spot price.

As locked tokens become unlocked over

time, they will be added to the count of liquid tokens and accordingly, make up less of that discount percentage over time when computing

aggregate fair value on locked tokens.

In the case of locked tokens, the aggregate fair value is computed by taking the number of locked

tokens, discounted by 10%.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Summary of Significant Accounting Policies (continued)

10% discount for December 31, 2025 used by management is based on the initial investor discount in the August 2025 Offering and other

quoted data, as well as historical purchases of locked SOL that management has made on behalf of the Company.

Management monitors this

discount percentage and adjusts when appropriate.

We performed a sensitivity analysis assuming a hypothetical 10% change in the discount

to fair value of these digital assets to demonstrate the potential impact on our financial results.

A hypothetical 10% increase or decrease

in the discount would have positively or negatively impacted our Income (loss) before income taxes by approximately $8M

for the year ended December 31, 2025.

earn staking rewards by delegating our digital assets to third-party validators on proof-of-stake blockchain networks.

These tokens remain

under the Company’s control and are not derecognized, as the delegation does not constitute a transfer of control under ASC 610-20

or ASC 350-60.

there is no explicit guidance under U.S.

GAAP for staking activities, the Company applies the principles of ASC 606, Revenue from Contracts

with Customers, by analogy.

Management evaluates whether a contract exists, identifies the performance obligations, and determines whether

the Company acts as a principal or agent in the transaction.

The transaction price is measured at the fair value of the digital assets

received at the time control is obtained.

Due to the evolving nature of blockchain protocols and limited regulatory guidance, management

exercises significant judgment in evaluating validator reliability and the risk of slashing or forfeiture.

Changes in protocol rules

or accounting interpretations may materially impact how staking revenue is recognized and measured.

SOL tokens held by the Company, whether

liquid or locked, are eligible for staking.

The Company evaluation has determined that it is the delegator and the Custodians, via agreements

with validators, are the validators.

Therefore, the Company recognizes the staking rewards on a net basis unless it is the validator.

The Company believes that the Staking rewards variable revenue should be recognized when the staking rewards are received from the validator

in the Company’s staking account.

are recognized as revenue as is earned at the end of each epoch (just under two day periods for SOL).

The FMV of the revenue is calculated

using the spot price of SOL at the end of the epoch.

For locked SOL where the staking rewards inherit the maturity of their underlying

token, the 10% discount is applied.

This revenue is reported on the Statements of consolidated statement of operations under the line

item “Staking Revenue.” Changes in fair market value of the staking revenue after the initial staking revenue is recognized

are reflected on the consolidated statement of operations as “realized and unrealized (gain) loss on digital assets”.

disposition of the digital assets

the extent such digital assets may be disposed, unrealized gain or (losses) shall be reversed and realized gains or (losses) shall be

recorded for the difference between FMV price at disposition and its cost.

For sales of digital assets, this would be the net transaction

In the case of transfers of custody to third parties this is the spot price of the asset on the day of the transfer.

Company provides product warranties that:

i) the products meet the terms of the customer order, ii) the products are not defective and

iii) the products will conform to the descriptions set forth in their respective labeling, provided that they are used in accordance

with such labeling and the Company’s written directions for use.

The Company has not incurred warranty claims.

Company’s return policy provides that a customer may return incorrect shipments or defective products within specified days following

arrival at the customer’s facility.

In all such cases, the customer must obtain an prior authorization from the Company.

has not incurred returns.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Summary of Significant Accounting Policies (continued)

Company must make certain estimates and judgments in determining income tax expense for financial statement purposes.

4 unchanged sentences

in a subsequent period.

provision for income taxes was comprised of the Company’s current tax liability and changes in deferred income tax assets and liabilities.

provision for income taxes is comprised of the Company’s current tax liability and changes in deferred income tax assets and liabilities.

The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations

12 unchanged sentences

and development costs are expensed as incurred.

payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized.

Such amounts are recognized as an expense as the related goods are delivered or the services are performed.

Company operates as one operating segment.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive

Officer and Chief Financial Officer.

The CODM manages operations and business as one operating segment for the purposes of allocating

resources, making operating decisions and evaluating financial performance.

the year ended 2025, as a result of the previously mentioned treasury policy, management re-evaluated its segment reporting

structure and determined that is now operates in two reportable segments other than its corporate activities.

Prior to 2025, the Company operated as a single operating

segment focused on its medical device packaging platform.

The change in reportable segments had no effect on previously reported

The Company’s chief operating decision makers (“CODM”) are its Principal Executive Officer, Chief

Investment Officer and Chief Financial Officer.

The CODM manage operations and business as two operating segments for the purposes

of allocating resources, making operating decisions and evaluating financial performance (See Note 18).

Contingencies

for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is

probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Gain contingencies are evaluated

and not recognized until the gain is realizable or realized.

for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it

is probable that a liability has been incurred and the amount can be reasonably estimated.

Legal fees related to contingencies are

expensed as incurred.

Gain contingencies are not recognized until the gain is realizable or realized.

Company accounts for discontinued operations in accordance with ASC 205-20.

A discontinued operation is a component of the Company that

has been disposed of or classified as held for sale and represents a strategic shift that has (or will have) a major effect on the Company’s

operations and financial results.

Discontinued operations are reported separately net of taxes for all periods presented from continuing

operations in the consolidated statements of income for all periods presented.

Assets and liabilities of discontinued operations are

presented separately for all periods presented in the consolidated balance sheets.

The Company provides additional disclosures in the

notes, including major classes of assets and liabilities, results of operations, and cash flows related to discontinued operations.

otherwise indicated, the information in the notes to the consolidated financial statements refers only to the Company’s continuing

The information related to the discontinued operations has been reclassified for 2024 to conform with the 2025 presentation

Accounting Pronouncements

August 5, 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for certain financial

instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own

The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S.

2020-06 simplifies the guidance in U.S.

GAAP on the issuer’s accounting for convertible debt instruments, requires entities to

provide expanded disclosures about “the terms and features of convertible instruments” and how the instruments have been

reported in the entity’s financial statements.

It also removes from ASC 815-40-25-10 certain conditions for equity classification

and amends certain guidance in ASC 260, Earnings per Share , on the computation of EPS for convertible instruments and contracts

on an entity’s own equity.

An entity can use either a full or modified retrospective approach to adopt the ASU’s guidance.

The ASU’s amendments are effective for smaller public business entities fiscal years beginning after December 15, 2023.

is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements and does not expect the adoption of this amended

guidance to have a material impact on the Company’s consolidated financial statements when applicable.

December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60):

Accounting for and

Disclosure of Crypto Assets (“ASU 2023-08”) , which establishes accounting guidance for crypto assets meeting certain

SOL meets these criteria.

The amendments require crypto assets meeting the criteria to be recognized at fair value with changes

recognized in net income each reporting period.

Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained

earnings as of the beginning of the annual reporting period of adoption.

ASU 2023-08 is effective for fiscal years beginning after December

15, 2024, including interim periods within those fiscal years, with early adoption permitted.

The Company elected to early adopt ASU

2023-08 for the year ended December 31, 2025, effective as of August 25, 2025.

As a result of the adoption, the Company did not have

a cumulative-effect adjustment as the Company did not have any Crypto Assets prior to August 25, 2025.

Effective with the year ended

December 31, 2025, SOL, the token of Solana blockchain, is recognized at fair value.

TECHNOLOGY, INC.

2 unchanged sentences

Summary of Significant Accounting Policies (continued)

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which expands disclosures about a public entity’s reportable

segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a

public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance

and allocating resources.

The standard is effective for annual reporting periods beginning after December 15, 2023, and interim periods

within years beginning after December 15, 2024.

The Company adopted the standard.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) :

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740) :

Improvements to Income Tax Disclosures .

The new guidance

requires disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a quantitative

The new guidance is effective for public companies for annual reporting periods beginning after December 15, 2024, and for

non-public companies for annual reporting periods beginning after December 15, 2025, with early adoption permitted for both.

will adopt the new standard in the annual reporting period beginning after December 15, 2025 and is currently evaluating the impacts

of the new guidance on its disclosures within the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement –

Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).

The new guidance requires disaggregated

information about the entity’s type of expenses into certain categories.

The Company will adopt the new standard in the annual reporting

period beginning after December 15, 2026 and is will evaluate the impacts of the new guidance on its disclosures within the consolidated

financial statements.

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

Company reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be

significant to the accounting for our operations.

The new guidance requires disaggregated information about the

effective tax rate reconciliation and additional information on taxes paid that meet a quantitative threshold.

The new guidance is

effective for public companies for annual reporting periods beginning after December 15, 2024, and for non-public companies for

annual reporting periods beginning after December 15, 2025, with early adoption permitted for both.

The Company adopted the new

standard prospectively for the year ended December 31, 2025.

November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation

Disclosures (Subtopic 220-40).

The new guidance requires disaggregated information about the entity’s type of expenses into

certain categories.

The Company will adopt the new standard in the annual reporting period beginning after December 15, 2026 and is evaluating

the impacts of the new guidance on its disclosures within the consolidated financial statements.

July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses, which provides for all entities with the option

to elect a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of an

asset, with respect to estimates of expected credit losses.

This guidance is effective for annual reporting periods beginning after December

15, 2025 and interim periods within those annual reporting periods, with early adoption permitted and application of guidance prospectively.

We are currently evaluating the effect of this pronouncement.

Reclassification

of Prior Period Presentation

prior period amounts have been reclassified to conform to the current period presentation.

These reclassifications had no impact on previously

reported total revenues, operating income (loss), net income (loss), or stockholders’ equity.

Prepaid Expenses and Current Assets

expenses and other current assets consisted of the following at December 31, 2025 and December 31, 2024:

of Prepaid Expenses and Other Current Assets

Related party consulting - Notes 15 and 17

net consisted of the following at December 31, 2025 and 2024:

Schedule of Inventories

asset, net, as of December 31, 2024 and 2023, are summarized as follows:

Schedule of Fixed

and Equipment

Systems and Website & Other

Finished goods

the period ended December 31, 2025, a net realizable value adjustment of $ 418,869

was recorded affecting raw material, work in process and finished goods.

The Company also recognized an impairment as well as a net

realizable value adjustment on the inventories of its Hungarian subsidiary that was sold on October 14, 2025, which is included in

the loss on discontinued operations.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

assets, net, as of December 31, 2025 and 2024, are summarized as follows:

Schedule of Fixed Assets, Net

Machinery and equipment

Computer systems and website

Total Fixed Assets

accumulated depreciation

( 1,490,842 )

Fixed Asset, net

expense of fixed assets for the year ended December 31, 2025 and 2024 was $ 132,540 and $ 472,605 , respectively.

Substantially, all of the Company’s

fixed assets are located at the Company’s Hungary location.

the fourth quarter of 2024, the Company recorded, in Research and Development expenses, an asset impairment of $ 1,770,000 relating

to Assembly machines, which were included in Machinery and Equipment, due to a decision to discontinue additional capital to modify certain machinery in development

for current product requirements.

In the fourth quarter of 2023, the Company recorded, in Research and Development expenses, an asset

impairment of $560,000 relating to Molds, which were included in Machinery and Equipment, due to a decision to discontinue usage of certain

molds not used for current products in production.

of December 31, 2024, the Company has $ 100,000

in remaining payments for machinery purchased

payment of which is subject to outstanding claims with the supplier (see Note 15), which is included in accounts payable.

Asset impairment adjustments of approximately $ 7.5

million and $ 1.8 million respectively were recorded related to the Company’s manufacturing operations.

These are included in the

results of discontinued operations.

- Investments in Digital Assets

following table summarizes Digital Assets held for investment:

Schedule of Digital Assets Held for Investment

$ 403,063,288

$ 250,111,125

Company recognizes digital assets at fair value.

aggregate fair value of our locked tokens is computed by taking the number of locked tokens and discounting the month-end spot price

The Company valued the SOL treasury at $124.26 per liquid token and $111.83 per locked token.

following table summarizes the Company’s digital asset purchases, losses (gains) on digital assets, and revenue from staking received

for the year ended December 31, 2025.

The year ended December 31, 2025 represents the initial period digital asset transactions that

TECHNOLOGY, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Asset Acquisition

In June 2020, the Company entered into a Share

Purchase Agreement (“Agreement”) with Safegard Medical (“Safegard”)

and amendments to the Agreement, collectively, the Agreements, to purchase either the stock or certain assets of a manufacturing facility

for $ 2.5 M in cash, plus additional consideration of common stock and options with fair market

values of $ 200,000 and $ 183,135 , respectively.

Through the Closing Date, the Agreements provided the Company with the exclusive use

of the facility in exchange for payment of the facility’s operating costs.

The monthly fee (“Operating Costs”), which

primarily covered the facility’s operating costs, was mainly comprised of the seller’s workforce costs, materials and other

recurring monthly operating cost.

The acquisition of Safegard, which closed on

July 6, 2022, did not meet the definition of a business pursuant to ASC 805-10, and accordingly was accounted for as an asset acquisition

in accordance with ASC 805-50.

The cost of the acquisition was $ 2,936,712 , including transaction costs of $ 53,576 , with the allocation

to the assets acquired on a relative fair value basis.

The intangibles relate to permits and a limited workforce acquired.

Under ASC 805-50,

no goodwill is recognized.

The operating results for Safegard are included in the consolidated balance sheet and consolidated statements

of operations for the period beginning after the closing on July 6, 2022.

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

Schedule of Fair Value of Assets Acquisition

Building and affixed assets

Deferred tax liability

useful lives for the acquired assets is Building - 20 years;

Machinery – 5 to 10 years;

Intangibles – 5 years.

depreciation and amortization is being recorded on a straight-line basis.

- Investments in Digital Assets (continued)

Schedule of Losses (Gains) On Digital Assets and Revenue from Staking

Ending December 31, 2025

Digital Asset

Beginning Digital Assets

In-Kind Digital Assets (PIPE)

$ 144,035,493

Dispositions of Digital Assets

$ (1,286,284 )

$ ( 1,286,284 )

Digital Asset Purchases

$ 254,020,742

Staking Rewards Received

Ending Digital Assets

$ 403,063,288

Unrealized Gain / Loss

$ (152,952,163 )

Ending Digital Assets

$ 250,111,125

following table summarizes the composition of SOL held broken out by liquid and locked as of December 31, 2025:

Schedule of Solana Tokens Held Broken Out by Liquid and Locked

Number of SOL units

Company has approximately 98 % of its SOL treasury staked at December 31, 2025.

The Company maintains control over the delegated SOL tokens

throughout the staking period.

Although the tokens undergo a bonding process with validators, the Company retains the ability to initiate

unbonding at any time for liquid SOL.

Upon notification to the validator, the unbonding process begins, which typically takes up to two

During this period, the tokens remain unavailable for transfer or sale on the open market.

Validators do not gain control over

the tokens in a manner that meets derecognition criteria.

They cannot sell, pledge, or otherwise dispose of the tokens.

Company continues to recognize the delegated SOL tokens as part of its digital asset holdings.

following table summarizes the unlocking schedule of SOL tokens currently locked as of December 31, 2025:

Schedule of Crypto Asset Fiscal Year Maturity

Through Year End 2026

Through Year End 2027

Through Year End 2028

the year ended December 31, 2025, the Company incurred $ 872,934 in transaction costs relating to custodian and exchange

margin loan and related collateral are as follows:

of Loan and Related Collateral

Solana collateral

the periods presented, the Company’s derivatives were all embedded forward contracts to receive or deliver a fixed amount of crypto

assets in the future and none were designated as hedging instruments.

following table summarizes the realized and unrealized losses for purchased and written derivative instruments as measured in U.S.

SCHEDULE OF DERIVATIVE INSTRUMENT

Realized Gain / (Loss)

$ ( 6,221,500 )

$ ( 4,986,500 )

Unrealized Gain / (Loss)

$ ( 6,221,500 )

$ ( 4,986,500 )

TECHNOLOGY, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

There were no open derivative contracts as of December 31, 2025 or 2024.

assets as of December 31, 2025 and 2024 are summarized as follows:

Schedule of Other Assets

are related to the Asset Acquisition (see Note 5) and consist of an acquired workforce and permits.

Amortization for the years ended

December 31, 2024 and 2023 was $ 14,117

and $ 15,184 ,

respectively.

The remaining life of the unamortized intangibles is approximately 2.5 years.

Intangibles, net

Fixed asset deposits

were related to the Asset Acquisition in 2022 and consisted of an acquired workforce and permits.

These were impaired and written down

to $ 0 for the year ended December 31, 2025.

Debt Financing

On September 20, 2024, the Company entered

into a securities purchase agreement (the “Securities Purchase Agreement”) and a Senior Secured Note (the

“Note”) for an aggregate principal amount of $ 4,375,000 , including OID interest of $ 875,000 maturing on January 31,

2025 , with certain purchasers (the “Purchasers”), and the issuance of approximately 259,091 (pre reverse - 5,700,006 )

September 20, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) and a

Senior Secured Note (the “Note”) for an aggregate principal amount of $ 4,375,000 , including OID interest of $ 875,000 maturing

on January 31, 2025 , with certain purchasers (the “Purchasers”), and the issuance of approximately 864 (pre-reverse - 259,091 )

unregistered shares of the Company’s Common Stock.

The aggregate gross proceeds to the Company were approximately $ 3.5

million, before deducting fees to the placement agent and other offering expenses payable by the Company of $ 514,700 and an escrow

deposit of $ 250,000 required until certain security liens are filed.

The Note and the common stock were recorded at the relative

fair values of $ 2.6 M and $ 852,000 , respectively, in accordance with ASC 470-20-25-2.

The aforementioned expenses were allocated

based on the aforementioned fair values as a reduction to the carrying amount of the debt and a reduction of the equity in

accordance with ASC 505-10.

For the year ended December 31, 0 , 2024, the Company recorded

accreted interest and fees of 1,705,014 In connection with the Securities Purchase Agreement and Note, the Company entered into a

Registration Rights Agreement with the Purchasers (the “Registration Rights Agreement”), requiring the Company to file a

resale registration statement (the “Registration Statement”) with the U.S.

Securities and Exchange Commission (the

“Commission”) to register the unregistered shares of Common Stock.

within forty-five (45) calendar days following the

filing date, which is thirty (30) days after the closing date.

The Company filed the required resale registration statement on

October 23, 2024.

The aggregate gross proceeds to the Company were approximately $ 3.5 million,

before deducting fees to the placement agent and other offering expenses payable by the Company of $ 514,700 and an escrow deposit of

$ 250,000 required until certain security liens were filed.

The Note and the common stock were recorded at the relative fair values of

$ 2.6 M and $ 852,000 , respectively, in accordance with ASC 470-20-25-2.

The aforementioned expenses were allocated based on the aforementioned

fair values as a reduction to the carrying amount of the debt and a reduction of the equity in accordance with ASC 505-10.

For the years

ended December 31, 2025 and 2024, the Company recorded accreted interest and fees of $ 708,390 and $ 1,705,014 , respectively.

In connection

with the Securities Purchase Agreement and Note, the Company entered into a Registration Rights Agreement with the Purchasers (the “Registration

Rights Agreement”), requiring the Company to file a resale registration statement (the “Registration Statement”) with

Securities and Exchange Commission (the “Commission”) to register the unregistered shares of Common Stock.

forty-five (45) calendar days following the filing date, which is thirty (30) days after the closing date.

The Company filed the required

resale registration statement on October 23, 2024.

The Note was repaid upon maturity.

(See Note 16)

Stockholders’ Equity

12 unchanged sentences

filed as an amendment to the articles of incorporation with the state of Nevada.

October 7, 2024, at a special meeting of shareholders, the shareholders approved a proposal to

authorize Sharps’ Board of Directors in its sole and absolute discretion, to file a certificate of amendment (the

“Amendment”) to Sharps’ amended and restated certificate of incorporation to effect the reverse split at a ratio

to be determined by the Board, not to exceed a 1-for-22 reverse split.

A 1 for 22 reverse split was approved by the Board and was

effective October 15, 2024.

All share amounts, share prices and earnings per share have been adjusted to reflect the approved

reverse stock split.

TECHNOLOGY, INC.

2 unchanged sentences

Stockholders’ Equity (continued)

On December 5, 2024, the Company, entered into subscription

agreements with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors 248,430 shares

(the “Shares”) of Common Stock, par value $ 0.0001 per share of the Company at a price of $ 1.95 per share for gross proceeds

to the Company of $ 484,438 before deducting placement agent fees and commissions of $ 84,671 with net proceeds, after reflecting par value,

have been recorded in Additional Paid in Capital of $ 399,742 .

The Shares issued in the offering were offered at-the-market under Nasdaq

rules and pursuant to the Company’s Form 1-A (the “Offering Statement”), initially filed by the Company with the Securities

and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Securities Act”), as most recently

amended on November 18, 2024, and qualified on December 3, 2024.

On September 23, 2024,

as noted in Note 7, in connection with the Securities Purchase Agreement and Note, the Company issued 259,091

(pre-reverse – 5,700,006 )

October 7, 2024, at a special meeting of shareholders, the shareholders approved a proposal to authorize Sharps’ Board of Directors

in its sole and absolute discretion, to file a certificate of amendment (the “Amendment”) to Sharps’ amended and restated

certificate of incorporation to effect the reverse split at a ratio to be determined by the Board, not to exceed a 1-for-22 reverse split .

A 1 for 22 reverse split was approved by the Board and was effective October 15, 2024.

All share amounts, share prices and earnings per

share had been adjusted to reflect the approved reverse stock split.

April 23, 2025, under the Nevada Revised Statutes, the Board approved an Amendment to the Company’s Certificate of Incorporation

with the State of Nevada to reduce the authorized shares from 500,000,000 to 1,666,667 .

The reduction in authorized shares, which was

effective April 27, 2025, also effectuated a reverse stock split of the outstanding common shares at a ratio of one for three hundred

( 1-for-300 ).

All share amounts, share prices and earnings per share have been adjusted in the accompanying consolidated financial statement

and footnotes.

August 22, 2025, at the annual meeting of shareholders, the shareholders approved a proposal to authorize Sharps’ Board of Directors

in its sole and absolute discretion, to file a certificate of amendment (the “Amendment”) to Sharps’ amended and restated

certificate of incorporation to increase the authorized shares of common stock from 1,666,667 shares to 500,000,000 shares.

Purchase Agreements

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.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Stockholders’ Equity (continued)

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

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

was approved at the Special Shareholder meeting on October 14, 2025.

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.

gross proceeds from the Cash Securities Purchase Agreements and Cryptocurrency Securities Purchase Agreements aggregated $ 411 M, which

investors paid using the following currency:

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

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

recorded in Additional Paid in Capital of $ 403.0 M.

the year ended December 31, 2025, 1,157,711 Cash Prefunded warrants were exercised and proceeds of $ 116 were received.

September 26, 2025, the Company entered into Waiver and Consent (the “Waiver and Consent”) with certain holders of the Company’s

securities (who collectively beneficially owned at least 50.1% of the then outstanding Registrable Securities, as defined in the Registration

Rights Agreement dated August 25, 2025 (the “Registration Rights Agreement”).

The Waiver and Consent waived the compliance

of the September 29, 2025 filing date and extended the deadline for the Company to file the initial resale registration statement with

the Securities and Exchange Commission to the 60th calendar day following the Closing Date, as defined in the Registration Rights Agreement.

The initial resale registration statement was filed on October 23, 2025.

Equity Offering

September 2, 2025, the Company 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 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”).

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 the Company’s instructions.

The Company has 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.

The Company has 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 the Company’s 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

the year ended December 31, 2025, the Company issued approximately 2.2 M shares of common stock under the Sales Agreement

and received net proceeds from the Sales Offering of approximately $ 18.9 M after fees paid to the Agents and other offering expenses of

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Stockholders’ Equity (continued)

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 $ 18.2 M,

of which $ 4.2 M was used to repay the outstanding Notes (see Note 9).

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

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.

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

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 Warrants”.

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.

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.

Pre-Funded Warrants were immediately exercisable and could 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.

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

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

2025 Series A Warrants are exercisable immediately and expire 60 months after stockholder approval.

The 2025 Series B Warrants are exercisable

immediately and expire 30 months after stockholder approval.

The exercise price of the 2025 Series A and B Warrants, were adjusted down

to $ 87.60 (pre-reverse - $ 0.292 ) after Shareholder approval.

Shareholder approval was obtained on March 28, 2025.

August 25, 2025, the Company entered into an amendment (the “Series A Amendment”) with certain warrant holders which references

the Series A Warrants (the “Existing Warrants”) in the amount of 328,196 shares of Common Stock, reflective of the reverse

stock split, underlying the Existing Warrants.

Pursuant to the Series A Amendment, the holders of the Existing Warrants agreed to reduce

the exercise price of their Existing Warrants from $ 87.60 per share to $ 6.50 per share.

Subsequent to the Series A Amendment, 315,805

of the Series A warrants were exercised and the Company received net proceeds of 1,954,547 (see Note 12).

December 5, 2024, the Company, entered into subscription agreements with certain institutional investors, pursuant to which the Company

agreed to issue and sell to the investors 828 (pre-reverse – 248,430 ) shares (the “Shares”) of Common Stock, par value

$ 0.0001 per share of the Company at a price of $ 585 per share (pre-reverse -$ 1.95 ) for gross proceeds to the Company of $ 484,438 before

deducting placement agent fees and commissions of $ 84,671 with net proceeds, after reflecting par value, have been recorded in Additional

Paid in Capital of $ 399,793 .

The Shares issued in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company’s

Form 1-A (the “Offering Statement”), initially filed by the Company with the Securities and Exchange Commission (the “SEC”)

under the Securities Act of 1933 (the “Securities Act”), as most recently amended on November 18, 2024, and qualified on

December 3, 2024.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Stockholders’ Equity (continued)

September 23, 2024, as noted in Note 9, in connection with the Securities Purchase Agreement and Note, the Company issued 864 (pre-reverses

– 259,091 ) shares of unregistered common stock.

The shares were subsequently registered by the Company with the Security and Exchange Commission.

The shares were subsequently registered by the Company with the Securities and

Exchange Commission.

May 31 and June 13, 2024, the Company entered into subscription agreements with certain institutional investors, pursuant to which the

Company agreed to issue and sell to the investors 190,773 (pre reverse - 4,197,000 ) shares (the “Shares”) of Common Stock,

par value $ 0.0001 per share of the Company at a price of $ 8.36 (pre reverse -$ 0.38 ) and received gross proceeds to the Company of $ 1.6 M,

Company agreed to issue and sell to the investors 636 (pre-reverse - 190,773 ) shares (the “Shares”) of Common Stock, par

value $ 0.0001 per share of the Company at a price of $ 2,589 (pre-reverse -$ 8.63 ) and received gross proceeds to the Company of $ 1.6 M,

before expenses to the placement agent and other offering expenses of $ 298,000 with net proceeds, after reflecting par value, have been

7 unchanged sentences

333-275011) (collectively, the “Registration Statements”) for up

to a total of 499,932 (pre reverse - 10,998,524 ) warrants to purchase shares of the Company’s common stock, par value $ 0.0001 per

Pursuant to the Inducement Agreement, the exercise price of the existing warrants was reduced from $ 14.08 (pre reverse -$ 0.64 )

per share to $ 7.26 (pre reverse -$ 0.33 ) per share.

In addition, for each warrant that was exercised, as a result of the Inducement Agreement,

the Company agreed to issue the Warrant Holders unregistered warrants with an exercise price of $ 9.90 (pre reverse - $ 0.45 ) per share

(“Inducement Warrants”).

In the aggregate, 260,799 (pre reverse - 5,737,573 ) warrants were exercised as a result of the Inducement

Agreement and accordingly, 260,799 Inducement Warrants were issued.

The Company received gross proceeds of $ 1.9 M before expenses to the

placement agent and other expenses of $ 285,000 .

The net proceeds, after reflecting par value, has been recorded in Additional Paid in

Capital of $ 978,955 and with respect to the Inducement Warrants, a liability under ASC 815 was recorded in the amount of $ 693,064 .

outstanding warrants, with an exercise price of $ 14.08 (pre reverse -$ 0.64 ), were reduced to $ 7.26 (pre reverse -$ 0.33 ) based on anti-dilution

terms in the respective warrant agreements.

Company recorded a fair value charge in 2024 to reflect the modification of the exercise price at the initial inducement date for

the non-trading warrants relating to the February and September 2023 warrants below.

(See Note 10)

September 29, 2023, the Company completed two simultaneous offerings and received aggregate gross proceeds of approximately $ 5.6 million,

before expenses to the placement agent and other offering expenses of $ 716,000 .

The first offering, the securities purchase agreement offering (the “Shelf Offering”) with institutional investors and

the Company resulted in the Company receiving net proceeds from the Shelf Offering and the sale of pre-funded of approximately $ 2.5

million, includes the value of the pre-funded warrants recorded in APIC, net of $ 362,000 in fees relating to the placement agent and

other offering expenses.

The Shelf Offering was priced at the market under Nasdaq rules.

In connection with the Shelf Offering, the

Company issued 164,478 (pre reverse - 3,618,521 ) shares of common at a purchase price of $ 14.08 per unit, adjusted to $ 7.26 (reverse

effected) at May 30, 2024, based on anti-dilution terms in the warrants and 36,636 (pre reverse - 800,000 ) pre-funded warrants at

$ 14.058 (pre reverse -$ 0.639 ) per pre-funded warrants.

The exercise price of the pre-funded warrants was $ 0.001 per

The second offering, the securities purchase agreement

offering (“Private Placement”) with institutional investors and the Company received net proceeds from the Private Placement

of approximately $ 2.4 million, net of $ 354,000 in fees relating to the placement agent and other offering expense.

In connection with

the Private Placement, the Company issued:

(i) 117,340 (pre reverse - 2,581,479 ) PIPE Shares (or PIPE Pre-Funded Warrants in lieu thereof)

and (ii) PIPE Warrants (non-trading) to purchase 397,727 (pre reverse - 8,750,003 ) shares of our common stock, at a combined purchase price

of $ 23.63 (pre reverse -$ 1.074 ) per unit or $ 23.606 (pre reverse - $ 1.073 ) per pre-funded unit.

The PIPE Warrants had a term of five and

one-half ( 5.5 ) years from the issuance date and were exercisable for one share of common stock at an exercise price, after effect of the

October 2024 reverse split, of $ 14.08 adjusted to $ 7.26 at May 30, 2024, based on anti-dilution terms in the warrants.

See Note 8(a) Warrants

below for further adjustment.

The net proceeds, after reflecting par value, has been recorded in Additional Paid in Capital of $ 1.6 million

and with respect to the PIPE Warrants recorded as a liability under ASC 815 of $ 985,204 .

On October 16, 2023, the Company filed an S-1

(Resale) Registration Statement in connection with the Private Placement and on October 26, 2023 the S-1 went effective The PIPE Warrants

were fully exercised in 2024.

(See Note 10).

February 3, 2023, the Company completed a securities purchase agreement (“Offering”) with institutional investors and received

net proceeds from the Offering of approximately $ 3.2 million, net of $ 600,000 in fees relating to the placement agent and other offering

The Offering was priced at the market under Nasdaq rules.

In connection with the Offering, the Company issued 102,206 (pre

reverse - 2,248,521 ) units at a purchase price of $ 37.18 (pre reverse - $ 1.69 ) per unit.

Each unit consisted of one share of common stock

and one non-tradable warrant (“Offering Warrants”) exercisable for one share of common stock at a price, after effect of

the October 2024 reverse split, of $ 34.32 , adjusted to $ 14.08 at September 29, 2023 and to $ 7.26 at May 30, 2024, based on anti-dilution

terms in the warrants and a term of five years .

See Note 8(a) for further adjustment.

The Offering Warrants have a term of five years

from the issuance date.

On February 13, 2023, the Company filed an S-1 (Resale) Registration Statement in connection with the Offering

and on April 14, 2023, an Amendment to the S-1 was filed and went effective.

(See Note 10)

April 13, 2022, the Company’s initial public offering (“IPO”) was declared effective by the SEC pursuant to which the

Company issued and sold an aggregate of 170,454 ( pre reverse - 3,750,000 ) units (“Units”), each consisting of one share of

common stock and two warrants, to purchase one share of common stock for each whole warrant , with an initial exercise price of $ 93.50

(pre reverse -$ 4.25 ) per share, adjusted to and with the effect of reverse split October 2024, $ 34.32 at February 3, 2023 and to $ 14.08

at September 29, 2023 and to $ 7.26 at May 30, 2024, based on anti-dilution terms in the warrants, and a term of five years .

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

included in the units sold in the offering, and/or additional warrants equal to 15% of the number of Warrants included in the units sold

in the offering, in each case solely to cover over-allotments , which the Aegis Capital Corp.

partially exercised with respect to 51,136

( pre reverse - 1,125,000 ) warrants on April 19, 2022.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Stockholders’ Equity (continued)

to a total of 1,666 (pre-reverses - 499,932 ) warrants to purchase shares of the Company’s common stock, par value $ 0.0001 per share.

Pursuant to the anti-dilution terms in the Inducement Agreement, the exercise price of the existing warrants was reduced from $ 4,224

(pre-reverse -$ 14.08 ) per share to $ 2,178 (pre-reverse -$ 7.26 ) per share.

In addition, for each warrant that was exercised, as a result

of the Inducement Agreement, the Company agreed to issue the Warrant Holders unregistered warrants with an exercise price of $ 2,970 (pre-reverse

- $ 9.90 ) per share (“Inducement Warrants”).

In the aggregate, 869 (pre-reverses - 260,799 ) warrants were exercised as a result

of the Inducement Agreement and accordingly, 869 shares were issued.

The Company received gross proceeds of $ 1.9 M before expenses to

the placement agent and other expenses of $ 285,000 .

net proceeds, after reflecting par value, has been recorded in Additional Paid in Capital of $ 978,955 and with respect to the Inducement

Warrants, a liability under ASC 815 was recorded in the amount of $ 693,064 .

Company recorded a fair value charge in 2024 to reflect the modification of the exercise price at the initial inducement date for the

non-trading warrants relating to the February and September 2023 warrants below.

April 13, 2022, the Company’s initial public offering (“IPO”) was declared effective by the SEC pursuant

to which the Company issued and sold an aggregate of 568 (pre-reverses - 170,454 ) units (“Units”), each consisting of one

share of common stock and two warrants, to purchase one share of common stock for each whole warrant , with an initial exercise price

of $ 28,050 (pre-reverse -$ 93.50 ) per share, adjusted to and with the effect of reverse splits in April 2025 and October 2024, $ 10,296

at February 3, 2023 and to $ 4,224 at September 29, 2023 and to $ 2,178 at May 30, 2024, based on anti-dilution terms in the warrants,

and a term of five years .

In addition, the Company granted Aegis Capital Corp., as underwriter a 45-day over-allotment option to purchase

up to 15% of the number of shares included in the units sold in the offering, and/or additional warrants equal to 15% of the number of

Warrants included in the units sold in the offering, in each case solely to cover over-allotments , which the Aegis Capital Corp.

exercised with respect to 170 (pre-reverse - 51,136 ) warrants on April 19, 2022.

Company’s common stock and warrants began trading on the Nasdaq Capital Market or Nasdaq on April 14, 2022.

2 unchanged sentences

The net proceeds, after reflecting

par value, has been recorded in Additional Paid in Capital of $ 9.0 million and with respect to the Warrants as a liability under ASC

815 of $ 5.2 M.

(See Note 10)

In September 2024, the Company reduced the exercise price of

the 230,091 (pre reverse – 5,260,000 ) outstanding warrants issued in February 2023 and September 2023 offerings (see below) from

$ 7.26 (pre reverse - $ 0.33 ) to $ 0.0001 .

In connection with the reduction in the exercise price the Company recorded a modification charge

of $ 155,703 in the year ended December 31, 2024.

As noted below, all the February 2023 and September 2023 warrants are fully exercised.

In connection with the Inducement Warrants in the second quarter

of 2024, the Company issued 260,799 (pre reverse - 5,737,573 ) non-trading Inducement Warrants as noted in Common Stock above.

The Inducement

Warrants are classified as a liability based on ASC 815 and require remeasurement at each reporting period.

The Inducement Warrants are

recorded at the FMV, computed using the Black Scholes valuation method.

and, recorded a FMV gain adjustment of $ 349,243 (See Note 10).

In connection with

one-year advisory services arrangement entered into in April 2023, the Company issued an aggregate of 28,636

(pre reverse - 630,000 )

warrants over the one-year term, at an exercise price of $ 34.32

(pre reverse -$ 1.56 )

The warrants have a three-year term and were fully vested on issuance.

the Company issued

6,136 (Pre- reverse – 135,000 )

22,500 (Pre-reverse 495,000 )

warrants during the years ended December 31, 2024 and 2023, respectively, at an exercise price of $ 34.32

(pre-reverse - $ 1.56 ).

The warrants have a three-year term and were fully vested on issuance.

The FMV of the warrants recorded for the year end ended

December 31, 2024 and 2023, was, computed using the Black Sholes valuation model was $ 8,590 and $ 42,915 respectively.

The assumptions for the year ended December 31,

a) expected volatility – 33.46 %

c) risk free rate- 4.2 %

and d) dividend rate – 0 %.

par value, has been recorded in Additional Paid in Capital of $ 9.0 million and with respect to the Warrants an initial liability under

ASC 815 of $ 5.2 M (See Note 12).

connection with the strategic advisory consulting agreement entered into on August 28, 2025, with Sol Markets, a Cayman Islands exempt

company, the Company issued warrants to purchase 6,321,367 shares of the Company’s Common Stock.

The warrants have an exercise

price of $ 0.0001 , a ten-year term and were fully vested on issuance.

The FMV of the warrants recorded for the year ended December

31, 2025, which was computed based on the market value of the underlying common stock, was $ 101,331,513 (See Notes 12 and 15).

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Stockholders’ Equity (continued)

Company allocated the proceeds of the January 2025 Offering based on the fair values for

the Series A, Series B warrants and Prefunded Warrants.

The Company determined the fair value

of the Series A and Series B warrants at the Offering date using the Monte Carlo pricing

model and treated the valuation as a liability in consideration of the variable number of

the issuer’s equity shares in the warrant agreements.

The fair value of the Prefunded

warrants, also recorded as liability, was based on market price of the common shares.

to Shareholder approval of the price adjustment on March 28, 2025 and through December 31,

2025, 54,762 (pre-reverse- 16,258,571 ) Series B warrants were exercised under the alternative

cashless feature.

March 31, 2025, Fair Value was determined as follows:

Series A at $ 8.52 (pre-reverse - $ 0.0284 ) using the Black Scholes valuation

method and Series B at the contracted value for the alternative cashless value of $ 9.00 (pre – reverse - $ 0.03 ) (See Note 12

for the Black Scholes assumptions).

December 31, 2025, 5,307 (pre-reverse 1,595,100 ) Series B warrants remain outstanding.

As noted, as a result of the Series A Amendment,

at December 31, 2025, the outstanding 12,391 Series A warrants no longer meet the liability classification under accordance with

ASC 480 “Distinguishing Liabilities from Equity”.

For the year ended December 31, 2025, the Fair Value adjustments relating

to the Series A, through the date accounted for as liability treatment and Series B warrants, aggregated $4.7M.

September 2024, the Company reduced the exercise price of the 767 (pre-reverse – 230,091 ) outstanding warrants issued in February

2023 and September 2023 offerings (see below) to $ 2,178 (pre-reverse - $ 7.26 ).

As noted below, all the February 2023 and September

2023 warrants are fully exercised.

connection with the Inducement Warrants in the second quarter of 2024, the Company issued 869 (pre-reverse - 260,799 ) non-trading

Inducement Warrants as noted in Common Stock above.

The Inducement Warrants are classified as a liability based on ASC 815 and require

remeasurement at each reporting period.

As of December 31, 2025, 453 warrants are outstanding.

The Inducement Warrants are recorded

at the FMV, computed using the Black Scholes valuation method and, recorded a FMV gain adjustment of $ 82,351 for the year ended December

For the year ended December 31, 2024, the Company recorded a FMV gain (loss) adjustment of $ 707,684 including the modification

charge of $( 637,316 ).

connection with an advisory agreement dated February 27, 2025, whereby the advisor and the Company agreed 72,094 warrants would be

issued May 5, 2025, for services rendered beyond a cash fee of $ 45,000 paid at date of the agreement.

The warrants have an exercise

price of $ 5.02 , a three-year term and were fully vested on issuance.

The FMV of the warrants recorded for the year ended December

31, 2025, was computed using the Black Scholes valuation model was $ 260,566 .

The assumptions for warrants were:

a) volatility of

139.593 %, risk free interest rate of 3.71 % and 0 % dividend rate.

connection with a one-year advisory services arrangement with the above third-party entered into in April 2023, the Company issued

an aggregate of 95 (pre-reverse - 28,636 ) warrants over the one-year term, at an exercise price of $ 10,296 (pre-reverse -$ 34.32 )

The warrants had a three-year term and were fully vested on issuance.

The Company issued 6,136 (Pre- reverse – 135,000 ) during

the year ended December 31, 2024.

The FMV of the warrants recorded for the year ended December 31, 2024, computed using the Black

Scholes valuation model was $ 8,590 .

The assumptions for the year ended December 31, 2024, were:

a) expected term – 3

years, b) expected volatility – 24.49 %

c) risk free rate- 3.58 %

and d) dividend rate – 0 %.

In connection with the

Private Placement in September 2023, the Company issued 397,727

(pre-reverse - 8,750,003 )

non-trading PIPE Warrants as a component of the Unit as noted in Common Stock above.

The PIPE Warrants were recorded at the FMV,

computed using the Black Sholes valuation method.

The PIPE Warrant’s liability requires remeasurement at each reporting

The PIPE Warrants are classified as a liability based on ASC 815.

For the year ended December 31, 2024, the Company recorded

a FMV gain (loss) adjustment of $ 707,684

including the modification charge of $( 637,316 ).

a) expected volatility – 33.46 %

to 81.62 %, c) risk free rate- 4.2 % to 4.25 % and d) dividend rate – 0 %.

The warrant holder forfeited the warrants on June 1,

2025 for no further consideration.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Stockholders’ Equity (continued)

connection with the Private Placement in September 2023, the Company issued 1,326 (pre-reverse - 397,727 ) non-trading PIPE Warrants

as a component of the Unit as noted in Common Stock above.

The PIPE Warrants were recorded at the FMV, computed using the Black Scholes

valuation method.

The PIPE Warrant’s liability required remeasurement at each reporting period.

The PIPE Warrants were classified

as a liability based on ASC 815.

For the year ended December 31, 2024, the Company recorded a FMV gain (loss) adjustment of $ 707,684

The warrants were fully exercised in 2024 (See Note 10).

In connection with the Offering in February 2023, the Company

issued 102,206 (pre-reverse - 2,248,521 ) non-trading warrants Offering Warrants as a component of the Unit as noted in Common Stock above.

The Offering Warrant’s liability requires remeasurement at each reporting period.

The Offering Warrants were recorded at the FMV,

computed using the Black Sholes valuation method.

The Offering Warrants are classified as a liability based on ASC 815.

ended December 31, 2024, the Company recorded FMV gain (loss) adjustments of $ 214,019 , including a modification charge of $( 153,640 )

referred to in Note 10.

During the year ended December 31, 2023, the Company recorded a FMV gain adjustment of $ 221,524 .

are fully exercised in 2024.

(See Note 10).

In connection with the IPO in April 2022, the Company issued

340,900 (pre-reverse - 7,500,000 ) warrants (Trading Warrants) as a component of the Units and 51,136 (pre-reverse- 1,125,000 ) warrants

to the underwriter (Overallotment Warrants), as noted in Common Stock above.

The Trading and Overallotment Warrants were recorded at

the FMV, being the trading price of the warrants, on the IPO effective date and the Warrants are classified as a Liability based on ASC

including the modification charge of $ ( 637,316 ) .

The warrants were fully exercised in 2024.

connection with the Offering in February 2023, the Company issued 341 (pre-reverse - 102,206 ) non-trading warrants Offering Warrants

as a component of the Unit as noted in Common Stock above.

The Offering Warrant’s liability required remeasurement at each

reporting period.

The Offering Warrants were recorded at the FMV, computed using the Black Scholes valuation method.

Warrants are classified as a liability based on ASC 815.

For the year ended December 31, 2024, the Company recorded FMV gain (loss)

adjustments of $ 214,019 , including a modification charge of $ ( 153,640 ) referred to in Note 12.

The warrants were fully exercised

connection with the IPO in April 2022, the Company issued 1,136 (pre-reverse - 340,900 ) warrants (Trading Warrants) as a component

of the Units and 170 (pre-reverse- 51,136 ) warrants to the underwriter (Overallotment Warrants), as noted in Common Stock above.

The Trading and Overallotment Warrants were recorded at the FMV, being the trading price of the warrants, on the IPO effective date

and the Warrants are classified as a Liability based on ASC 815.

The Warrant liability requires remeasurement at each reporting period.

During years ended December 31, 2024 and 2023, the Company

recorded a FMV (loss) gain adjustment of 1,135,728 and $ 0 , respectively (See Note 10).

During years ended December 31, 2025 and 2024, the Company recorded a FMV gain adjustment of $ 15,645 and 1,135,728 respectively.

Company has issued 36 (pre-reverse – 10,695 ) Warrants (“Note Warrants”) to the Purchasers of the Notes on April

The Note Warrants have an exercise price of $ 28,050 (pre-reverse - $ 93.50 ) and a term of five years.

During the years ended

December 31, 2025 and 2024, the Company recorded a FMV gain of $ 429 and $ 30,159 , respectively.

underwriter received 28 (pre-reverse - 8,523 ) warrants in connection with the IPO for a nominal cost of $ 11,250 .

The Warrants have

an exercise price of $ 35,112 (Pre-reverse - $ 117.04 ) and are exercisable after October 9, 2022.

The FMV at the date of issuance was

$ 228,750 computed using the Black Scholes valuation model with the following assumptions:

a) volatility of 93.47 %, 5 five-year term,

risk free interest rate 2.77 % and 0 % dividend rate.

These warrants were recorded in Equity at the estimated FMV and classified as

additional issuance costs.

Repurchase Program

October 2, 2025, the Board of Directors of the Company 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.

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 party.

The Company will pay Broker a commission at a rate of $ 0.02 for each share of Common Stock

repurchased pursuant to the Repurchase Agreement.

TECHNOLOGY, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Stockholders’ Equity (continued)

The Company has issued 10,695 (pre-reverse - 235,295 ) Warrants

(“Note Warrants”) to the Purchasers of the Notes on April 19, 2022.

The Note Warrants have an exercise price of $ 93.50 (

pre-reverse - $ 4.25 ) and a term of five years During the years ended December 31, 2024 and 2023, the Company recorded a FMV gain of

30,159 and $ 0 , respectively.

(See Note 10)

The underwriter received 8,523 (pre – reverse- 187,500 )

warrants in connection with the IPO for a nominal cost of $ 11,250 .

The Warrants have an exercise price of $ 117.04 (Pree-reverse -$ 5.32 )

and are exercisable after October 9, 2022.

The FMV at the date of issuance was $ 228,750 computed using the Black Sholes valuation model

with the following assumptions:

a) volatility of 93.47 %, five -year term, risk free interest rate 2.77 % and 0 % dividend rate.

These warrants

were recorded in Equity at the estimated FMV and classified as additional issuance costs.

Preferred Stock

February 2018, the Company Board of Directors issued one share of Series A Preferred Stock to Alan Blackman, the Company’s

co-founder and Director.

Series A Preferred Stock entitled the holder to vote on any matters related to the election

of directors.

The Series A Preferred Stock had no right to dividends, or distributions in the event of a liquidation and is not convertible into common stock.

The two year provision after the IPO that if

the price per share was more than 500% of the initial offering price per Unit in the IPO, the Series A Preferred Stock, as in effect

upon completion of the IPO, will entitle the holder to 10 %

of the total purchase price was not met and no longer in effect as of April 2024.

February 2018, Board of Directors of the Company issued one share of Series A Preferred Stock to Alan Blackman, the Company’s co-founder

and Director.

The Series A Preferred Stock entitled the holder to vote on any matters related to the election of directors.

A Preferred Stock had no right to dividends, or distributions in the event of a liquidation and is not convertible into common stock.

The two year provision after the IPO that if the price per share was more than 500% of the initial offering price per Unit in the IPO,

the Series A Preferred Stock, as in effect upon completion of the IPO, will entitle the holder to 10 % of the total purchase price was

not met and no longer in effect as of April 2024.

connection with final settlement with Mr.

Blackman on August 2024, the Series A Preferred Stock were cancelled and forfeited without

any further consideration.

The Series A Preferred was returned to the status of an authorized but unissued share of preferred stock of

the Company (See Note 15).

Warrant Liability

Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented as a Warrant liability in the

accompanying consolidated balance sheet.

The warrant liabilities are measured at fair value at inception and on a recurring basis,

with changes in fair value presented within the consolidated statement of operations, The non-trading warrants, related to the

February 2023, September 2023 and May 2024 offerings, were valued using the Black-Scholes pricing model.

The assumptions for the

year ended December 31, 2024 and 2023 were as follows:

(See Notes 7 and 8)

Blackman on August 2024, the Series A Preferred Stock was cancelled and forfeited without any

further consideration.

The Series A Preferred was returned to the status of an authorized but unissued share of preferred stock of the

Company (See Note 15).

July 15, 2025, the Company executed a Subscription and Investment Agreement (the “Subscription Agreement”) with Paul Danner

(“Subscriber”), the Company’s Principal Executive Officer, formally Executive Chairperson, whereby the Subscriber purchased

five shares of the Company’s Series B Preferred Stock, par value $ .0001 per share (“Securities”), which Securities

shall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designation.

Subscriber hereby acknowledged

and agreed to the entire terms of the Certificate of Designation, including, without limitation, the voting rights, the restrictions

on transfer of the Securities and the redemption of the Securities pursuant of the Certificate of Designation.

The purchase price paid

by the Subscriber to the Company was $ 20.00 per share.

The outstanding shares of Preferred Stock were redeemed in whole automatically

upon the effectiveness of the amendment to the articles of incorporation implementing an increase in the number of authorized shares

of common stock of the Company.

following denotes, as of December 31, 2025 and 2024, the Warrants outstanding and related Warrant Liability for warrants accounted for

under ASC 480 “Distinguishing Liabilities from Equity”.

noted above, the 2025 Series A and 2025 Series B Warrants issued in connection with the 2025 Offering were accounted for as liabilities

in accordance with ASC 815-40 and are presented as a Warrant liability in the accompanying consolidated balance sheet.

The 2025 Series

A and B warrants were measured at fair value at inception.

As of March 31, 2025, and thereafter, the Series A were remeasured based on

the Black Scholes method, with changes in fair value presented within the consolidated statement of operations through August 25, 2025,

the date of the Series A Amendment agreement, using the following assumptions for the 2025 period outstanding (See Note 10).

of Fair Value of Warrant

December 31, 2024

December 31, 2023

Expected term (years)

Expected volatility

58.78 % to 121.32 %

45.30 % to 70.44 %

Risk-free interest rate

3.41 % to 4.56 %

3.53 to 4.54 %

Dividend rate

Warrants arising prior to 2025, accounted for as liabilities in accordance with ASC 815-40 are presented as a Warrant liability in the

accompanying December 31, 2025 consolidated balance sheet.

The warrant liabilities are measured at fair value at inception and on a recurring

basis, with changes in fair value presented within the consolidated statement of operations, The non-trading warrants, related to the

May 2024 offering, were valued using the Black-Scholes pricing model.

The assumptions as of the years ended December 31, 2025, relate

to the May 2024 warrants were as follows (See Note 10):

Expected term (years)

Expected volatility

Risk-free interest rate

Dividend rate

Warrant liability at December 31, 2025 and 2024 was as follows:

of Warrant Liability

Schedule of Warrant Liability

Trading and Overallotment Warrants

Note Warrants

Offering Warrants – February 2023

Offering Warrants – September 2023

Offering Warrants – May 2024

Offering Warrants –

January 2025 - Series B

Total Warrant Liability

3 unchanged sentences

Warrant Liability (continued)

Warrants outstanding at December 31, 2024 and 2023, reflective of the reverse split that occurred in October 2024, were as follows:

of Warrant Outstanding

Warrants outstanding at December 31, 2025 and December 31, 2024, reflective of the reverse split that occurred on April 28, 2025, were

Schedule of Warrant Outstanding

Trading and Overallotment Warrants

Note Warrants

Offering Warrants – February 2023

Offering Warrants – September 2023

Offering Warrants – May 2024

Warrants issued for services arrangement

Offering Warrants -January 2025 -Series A

Offering Warrants – January 2025 –

Prefunded – cash and in kind

Cash and stapled warrants

Warrants issued to strategic advisor

Warrants issued for services

Total Warrants Outstanding

the years ended December 31, 2024 and 2023 the FMV gain (loss) adjustment, which is reflected in the FMV adjustment on Warrants in the

Consolidated Statements of Operations was $ 3,016,935

and $ 169,583 ,

respectively.

the year ended December 31, 2025, the FMV gain adjustment, which is reflected in the FMV adjustment on Warrants in the Consolidated Statements

of Operations was $ 4,803,098 , including the net effect for the loss on the January 2025 Offering date (See Note 10), a modification charge

of $ 642,805 in connection with the Inducement Agreement relating to the Series A warrants and remeasurement adjustments based on the

fair market values or through the exercise dates or date the warrants ceased being treated as liabilities (See Note 10).

the year ended December 31, 2024, the FMV gain adjustment, which is reflected in the FMV adjustment on Warrants in the Consolidated Statements

of Operations was $ 3,016,936 (See Note 10).

Stock Options

August 22, 2025, subsequent to the Board approval on July 15, 2025, the shareholders approved the Sharps Technology, Inc.

Incentive Plan (the “2025 Plan”), to provide for the issuance of up to 2,000,000 options and/or shares of restricted stock

be available for issuance to officers, directors, employees and consultants.

December 19, 2024, the Company’s Shareholders approved and the Board of Directors adopted the 2024 Equity Incentive Plan (the “2024

Plan”), to provide for the issuance of up to 265,000

options and/or shares of restricted stock be

available for issuance to officers, directors, employees and consultants.

On January 24, 2023, the Company’s Board

of Directors initially adopted the 2023 Equity Incentive Plan (the “2023 Plan”), to provide for the issuance of up to 63,636

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

The 2023 Plan was subsequently updated to provide for the issuance of up to 159,090 (pre-reverse – 3,500,000 ) options and/or shares

of restricted stock.

Plan”), to provide for the issuance of up to 883 (pre-reverse – 260,000 ) options and/or shares of restricted stock be available

for issuance to officers, directors, employees and consultants.

January 24, 2023, the Company’s Board of Directors initially adopted the 2023 Equity Incentive Plan (the “2023 Plan”),

to provide for the issuance of up to 212 (pre -reverse - 63,636 ) options and/or shares of restricted stock be available for issuance

to officers, directors, employees and consultants.

The 2023 Plan was subsequently updated to provide for the issuance of up to 530 (pre-reverse

– 159,090 ) options and/or shares of restricted stock.

The 2023 Plan was approved by shareholders at the annual meeting.

summary of options granted and outstanding is presented below, 2023 reflects effect of reverse split.

August 2025, 1,585,000

stock options were granted to directors, executives and other employees and consultants with an exercise price of $ 6.41 ,

years and vesting 25% upon grant and the remainder 25% per quarter over the following nine months.

Also in August 2025, 200,000

options were granted to former employees and directors with immediate vesting and a term of 10

In October 2025, an additional 150,000

options were granted to a director and certain employees with a term of 10

years and vesting 25% upon grant and the remainder 25% per quarter over the following nine months.

The above options to purchase

shares of the Company’s common stock, par value $ 0.0001 per

share, which were granted pursuant to the Company’s 2025 Equity Inventive Plan, have grant prices based on the closing price

on the respective grant dates.

the year ended December 31, 2024, the Company granted five-year options to purchase a total of 211 shares of the Company’s common

stock, par value $ 0.0001 per share to its directors, executive officers, employees and consultants pursuant to the Company’s 2023

Equity Incentive Plan.

The options are exercisable at an average price of $ 6.27 per share which was based on the closing price on the

respective grant dates.

summary of options granted and outstanding is presented below and the table following reflecting effect of the reverse split of 1 for

of Stock Options Granted and Outstanding

at Beginning of year

Outstanding at beginning of year

Forfeited/cancelled

at end of year

Outstanding at end of

Exercisable at end of

TECHNOLOGY, INC.

2 unchanged sentences

Stock Options (continued)

the year ended December 31, 2024, the Company granted five -year options (the “Options”) to purchase a

total of 63,409 shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”)

to its directors, executive officers, employees and consultants pursuant to the Company’s 2023 Equity Incentive

The Options are exercisable at an average price of $ 6.27 per share which was based on the closing price on

the respective grant dates.

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

44,318 (pre-reverse –

975,000 ) shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) to its directors, executive

officers, employees and consultants pursuant to the Company’s.

2022 and 2023 Equity Incentive Plans.

The Options are exercisable

at $ 30.14 (pre -reverse -$ 1.37 ) per share which was the closing price on January 25, 2023.

4,090 (pre-reverse

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

representing the closing price on the grant date ranging from $ 18.04 to

reverse effected.

the years ended December 31, 2024 and 2023, the estimated weighted-average grant-date fair value of options granted was $ 6.27 per share

and $ 17.60 per share, respectively.

As of December 31, 2024 and 2023, there was $ 134,807 and $ 498,454 , respectively, of unrecognized stock-based

compensation related to unvested stock options with a weighted average fair value of $ 10.01 and $ 20.68 per share, respectively, which is

expected to be recognized over a weighted-average period 33 months as of December 31, 2024.

of December 31, 2025 and December 31, 2024, there was $ 4,564,610

and $ 134,807 ,

respectively, of unrecognized stock-based compensation related to unvested stock options, which is expected to be recognized over a weighted-average

period of six months as of December 31, 2025.

following table summarizes information about options outstanding at December 31, 2025:

of Information about Options Outstanding

Intrinsic Value

Weighted Average

Contractual Life

Intrinsic Value

on Exercisable

$ 18.04 to 20.24

$ 26.62 to 30.58

December 31,2024, the stock options outstanding and the options exercisable have exercise prices that exceed the stock market price at

December 31, 2024 and as such no intrinsic value exist.

Intrinsic value is defined as the difference between the exercise price of the

options and the market price of the Company’s common stock.

In 2024 and 2023, the Company recognized stock-based

compensation expense of $ 512,240 , of which $ 508,899 and $ 3,341 was recorded in general and administrative and research and development

expenses, respectively and $ 920,108 , of which $ 906,745 and $ 13,363 was recorded in general and administrative and research and development

expenses, respectively.

The fair value of stock option awards accounted for

under ASC 718 was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions for the options

granted during the years ended December 31, 2024 and 2023.

the years ended December 31, 2025, and 2024 the Company recognized stock-based compensation expense of $ 5,876,095 and $ 512,240 related

to stock options.

fair value of stock option awards accounted for under ASC 718 was estimated at the date of grant using a Black-Scholes option-pricing

model with the following assumptions for the options granted during the years ended December 31, 2025 and 2024.

of Fair Value of Stock Option Awards

6 unchanged sentences

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Stock Options (continued)

2024 and 2023, the Company recognized stock-based compensation expense of $ 512,240 , of which $ 508,899 and $ 3,341

was recorded in general and administrative and

research and development expenses, respectively and $ 920,108 of which $ 906,745 and $ 13,363

was recorded in general and administrative and

research and development expenses, respectively.

reconciliation of the Federal statutory rate of 21 % in the years ended December 31, 2024 and 2023, respectively to the total effective

rate applicable to income (loss) is as follows:

The company has adopted Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” on a prospective basis for the year ended December 31, 2025.

A reconciliation of the Federal statutory rate

for the year ended December 31, 2025 to the total effective rate applicable to income (loss) is as follows:

of Reconciliation of Federal Statutory Rate to Total Effective Rate

December 31, 2024

December 31, 2023

Expected benefit at statutory federal tax rate

Year Ended December 31, 2025

Income tax expense/(benefit) at federal statutory rate

$ ( 56,770,441 )

State and local income tax, net of federal benefit

Foreign tax effects

Cayman Islands

Foreign rate differential

Changes in tax laws or rates enacted

Effects of cross-border tax laws

impact of branch income

( 33,011,509 )

Changes in valuation allowance

Nontaxable or nondeductible items

US impact from sale of Hungary entity

( 2,232,678 )

FMV adjustment for derivatives

( 1,008,652 )

Income tax expense (benefit)

As previously disclosed for the year ended December 31, 2024, prior to the adoption of ASU 2023-09, the effective

income tax rate differs from the statutory federal income tax rate as follows:

Year Ended December 31, 2024

Expected benefit at statutory federal

( 1,097,306 )

Permanent differences - net

6 unchanged sentences

Fixed assets, net of impairments

$ ( 281,073 )

Research and development expenses

5 unchanged sentences

Research credit

Digital Assets – SOL basis differences

Digital Assets – inflationary rewards

Capital loss carryover

Compensatory warrants

Less valuation allowance

1 unchanged sentence

( 8,448,882 )

Net deferred tax liability

$ ( 132,000 )

$ ( 162,000 )

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Income Taxes (continued)

Net deferred tax assets

(liabilities)

authoritative guidance requires the asset and liability method of accounting for deferred income taxes.

10 unchanged sentences

of December 31, 2025, the Company had U.S.

federal net operating loss carryforwards of approximately $ 29,779,000 of which $ 241,000 , if

not fully utilized, expires by 2038 and which $ 29,538,000 do not expire.

The Company has foreign net operating loss carryforwards of

$ 3,845,000 , if not fully utilized, expire through 2029.

Utilization is dependent on generating sufficient taxable income prior to expiration

of the tax loss carryforwards.

federal net operating loss carryforwards of approximately $ 64,342,000

of which $ 241,000 ,

if not fully utilized, expires by 2038 and of which $ 64,101,000

do not expire.

Also, the Company had U.S.

federal capital loss carryforwards of approximately $ 10,632,000 all of which, if

not fully utilized, expires by 2031.

Utilization is dependent on generating sufficient taxable income prior to expiration of the tax

loss carryforwards and capital loss carryforward is only utilizable against future capital gains.

Utilization of the U.S.

net operating losses may be subject to substantial limitations in the event of

a change of ownership under the provisions of Section 382 of the Internal Revenue Code.

The Company has not performed an analysis,

but the potential impact of any limitation would not be material to the financial statements due to the fact that the respective deferred

taxes assets are fully offset by a valuation allowance.

operating losses may be subject to substantial limitations in the event of a change of ownership under the provisions of Section 382

of the Internal Revenue Code.

The Company has not performed an analysis, but the potential impact of any limitation would not be

material to the financial statements due to the fact that the respective deferred taxes assets are fully offset by a valuation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and

Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through

The Company has concluded OBBBA will have an immaterial impact on its income tax provision.

As of December 31, 2025, the liability for uncertain

tax positions is zero and the Company believes that no liability for unrecognized tax benefits is required in relation to the potential

for additional assessments.

geographical components of loss before income taxes consisted of the following for the years ended December 31:

of Geographical Components of Loss Before Income Taxes

United Stated Operations

United States operations

$ ( 113,137,182 )

2 unchanged sentences

( 157,198,254 )

( 1,697,831 )

(Loss) Income before taxes

Loss before taxes

$ ( 270,335,436 )

$ ( 5,225,266 )

Related Party Transactions and Balances

of December 31, 2024 and 2023, accounts payable and accrued liabilities include $ 99,500 and $ 32,974 , respectively, payable to officers,

and directors of the Company.

The amounts are unsecured, non-interest bearing and are due on demand (See Note 15).

Fair Value Measurements

Company’s financial instruments include cash, accounts payable, notes payable, contingent stock and warrant liability and warrant

Cash, contingent stock liability, contingent warrant liability and warrant liability are measured at fair value.

payable and notes payable are measured at amortized cost and approximates fair value due to their short duration and market rate for

similar instruments, respectively.

the years ended December 31, 2025 and December 31, 2024, cash paid for taxes, net of refunds, are as follows –

of Cash Paid for Taxes, Net of Refunds

Total tax payments

TECHNOLOGY, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Fair Value Measurements (continued)

Related Party Transactions and Balances

of December 31, 2025 and December 31, 2024, accounts payable and accrued liabilities include $ 26,572

and $ 99,500 ,

respectively, payable to officers and directors of the Company.

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

demand, including both director fees and reimbursable expenses.

services provided by Sol Edge Limited (“Consultant”) during the year ended December 31, 2025 was $ 3,333,333 .

31, 2025, the Company recorded a prepaid expense of $ 6,666,667 relating the annual payment under the Consulting Agreement (See Notes

connection with a strategic advisory consulting agreement entered into on August 28, 2025, with Sol Markets, (the “Strategic Advisor”)

a related party, the Company issued warrants to purchase 6,321,367 shares of the Company’s Common Stock.

The FMV of the warrants

recorded for the year ended December 31, 2025, which was computed based on the market value of the underlying common stock, was $ 101,331,513

(See Notes 10 and 20).

Company also incurred an expense of $ 100,000

in 2025 pursuant to a consulting agreement with Sol Markets for marketing

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.

Fair Value Measurements

Company’s financial instruments include cash, digital assets, accounts payable, loans and notes payable and warrant liability.

Cash, digital assets and warrant liability are measured at fair value.

Accounts payable and loans and notes payable are measured at amortized

cost and approximate fair value due to their short duration and market rate for similar instruments, respectively.

of December 31, 2025, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the

2 unchanged sentences

Value Measurements Using

Digital assets

Digital assets, Locked

assets measured at fair value

$ 187,808,296

$ 260,493,872

Derivative liability,

Warrant liability

liabilities measured at fair value

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Fair Value Measurements (continued)

of December 31, 2024, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the

Company’s consolidated balance sheet:

Fair Value Measurements Using

Total assets measured at fair value

Value Measurements Using

assets measured at fair value

Warrant liability

Total liabilities measured at fair value

liabilities measured at fair value

Commitments and Contingencies

Assets and Other

At December 31, 2024 and 2023, the remaining amounts due under outstanding

orders of $ 12,166 and $ 56,874 , respectively, is recorded in Accounts Payable.

At December 31, 2024, the Company had outstanding orders

to purchase equipment, molds and component parts for $ 36,500 of which $ 24,333 is within Other Assets and the balance to be incurred and

paid upon completion.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Commitments and Contingencies (continued)

Contingencies

1 unchanged sentence

estimable under the provisions of the authoritative guidance that addresses accounting for contingencies.

July 10, 2024, Barry Berler (“Berler”), a co-founder and former Chief Technology Officer of the Company, commenced a

lawsuit in the United States District Court for the Eastern District of New York, Barry Berler v.

Sharps Technology, Inc.

Blackman, Case No.

2:24-cv-04787.

In this case, Berler asserts claims for damages of an aggregate of $ 456,000 for

failure to make full payment of certain monthly payments under his consulting agreement with the Company (the “Consulting

Agreement”) in the amount of $52,500, (2) failure to pay a bonus with a target of $216,000 under the Consulting Agreement, (3)

$187,500, representing 50% of the severance payment paid by the Company to Mr.

Blackman, the Company’s co-founder and former

Chief Operating Officer and Co-Chairman and a declaration and injunctive relief establishing that Berler is the rightful owner of

50% of the Company’s Series A Preferred Stock (which preferred stock is no longer outstanding).

Company has accrued for the claim for aforementioned unpaid monthly consulting fees.

The Company believes that Berler’s claims

are without merit, intends to defend itself vigorously and has requested dismissal of these claims and no amounts have been reserved

for the bonus and severance at his point.

In addition, on September 17, 2024, the Company filed an answer and counterclaims with

respect thereto, including for recoupment of certain compensation the Company has previously paid to Berler.

February 27, 2025 the Company filed an amended answer and counterclaims

against Berler,Plastomold Industries Ltd.

(“Plastomold”), Plasto Design Ltd and Plasto Design

June l7, 2024, Berler filed a demand for arbitration and statement of claim under the commercial arbitration rules of the American Arbitration

Association (“AAA”) asserting claims for payment of $ 500,000 plus interest, under the Company’s royalty agreement with

Berler, as amended, rescission thereof and reversion to Berler of the intellectual property rights subject thereto.

The Company believes

that Berler’s claims are without merit and intends to defend itself vigorously in connection with these claims.

April 3, 2024, Plastomold commenced a lawsuit against the Company in the United States District Court for the Eastern District of

New York, Plastomold Industries Ltd v.

Sharps Technology, Inc., Case No.

2:24-CV-02580, asserting claims for damages in the amount

million for alleged (1)

failure to pay invoices, of which approximately $1 million would relate to a maintenance agreement for units allegedly manufactured

and sold using machinery that was defective and has never successfully produced any saleable products, (2) breach of the implied

covenant of good faith and fair dealing, (3) unjust enrichment, and (4) conversion.

Plastomold asserts it provided certain products

and services to the Company for which its invoices were not fully paid.

The Company believes that Plastomold’s claims are

without merit and intends to defend itself vigorously and no amounts have been reserved at this point.

On June 3, 2024, the Company filed an answer and affirmative defenses

and counterclaim, which counterclaim is for damages that the Company believes would exceed the claims asserted by Plastomold, based

on the insufficiency of Plastomold’s services and the results thereof, including the failure to provide machinery capable of

reliably manufacturing the designated products in compliance with design specifications and functionality requirements, and with

respect to which test results failed.

connection with the purchase of certain intellectual property in July 2017, Barry Berler and Alan Blackman entered into a royalty agreement

which provides that Barry Berler will be entitled to a royalty of four percent ( 4 %) of net sales derived from the use, sale, lease, rent

and export of products related to the intellectual property.

The royalty continues until the patent expires or is no longer used in the

Company’s product.

The royalty agreement was assumed by the Company in December 2017.

September 2018, the Royalty Agreement was amended to reduce the royalty to 2 % and further provided for a single payment of $ 500,000 to

Barry Berler within three years in return for cancellation of all further royalty obligations of the Company.

In May 2019, the Royalty

Agreement was further amended to change the payment date to on or before May 31, 2021 or during the term of the amended Royalty Agreement

should the Company be acquired or a controlling interest be acquired.

The Company has not made the aforementioned payment or incur any

change in control as such the 2 % royalty remains in place.

August 1, 2022, the Company cancelled the consulting agreement with Alan Blackman, Co- Chairman and Chief Operating Officer and

entered into an Employment Agreement.

The Company terminated Mr.

Blackman’s Employment Agreement effective May 1, 2023.

Blackman continued to serve as the Co-Chairman and a member of the Board of Directors.

Subsequent to June 30, 2023, the Company and

Blackman entered into a separation agreement whereby, Mr.

Blackman would be paid severance payments of approximately $ 346,000

plus medical benefits over thirteen months ,

which was recorded as an expense and an accrued expense as of June 30, 2023 The severance payments were fully paid by August 31,

At December 31, 2023, the outstanding balance due Mr.

Blackman was $ 218,000 ,

which is recorded in accrued expenses.

Further, all unvested options were fully vested and the Company recorded a charge of $ 60,000 .

In connection with the separation agreement, Mr.

Blackman no longer served as Co-Chairman or Board member and had agreed to vote his

Series A Preferred Stock in favor of the election, reelection, and/or designation of each individual nominated to serve as a

director on the Board of Director as shall be identified in an applicable proxy statement filed by the Company for such election of

Once the payments due Mr.

Blackman were fully paid, the Series A Preferred Stock were deemed immediately cancelled and

forfeited and without further consideration.

The Series A Preferred has been returned to the status of an authorized but unissued

share of preferred stock of the Company.

September 30, 2022, the Company entered into a formal employment agreement, effective on such date and will continue until terminated

by either party, subject to the terms of the agreement, with Andrew R.

Crescenzo who has been serving as the Company’s Chief Financial

Officer on a contract services basis for the last three years.

The agreement provided for annual compensation of $ 225,000 and plus a

one-time $ 18,750 incentive payment upon the commencement of the agreement.

During the course of the term, Mr.

Crescenzo will be eligible

for (i) performance bonuses to be granted at the discretion of the Company’s Compensation Committee and (ii) to participate in

the Company’s 2022 Equity Incentive Plan.

The agreement contains customary employment terms and conditions.

Assets and Other

December 31, 2025, the Company had outstanding orders to purchase manufacturing equipment, including injection molds, with a total remaining

balance of approximately $ 1.6 M (See Note 20).

August 28, 2025 (the Effective Date”), the Company entered into (i) a consulting agreement (the “Consulting Agreement”)

with Sol Edge Limited (the “Consultant”) pursuant to which the Consultant will provide consulting and related services to

us with respect to our Treasury Policy and (ii) a strategic advisor agreement (the “Strategic Advisor Agreement”) with Sol

Markets, a Cayman Islands exempt company (“Strategic Advisor”) pursuant to which the Strategic Advisor will provide strategic

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

on terms of the Consulting Agreement the Company transferred stablecoin valued at $10M for the initial annual period.

For the year ended December 31, 2025, the Company recorded an expense of $3.3 million for the services provided, as described

above, from August 28, 2025 through December 31, 2025 with a remaining prepaid expense of $6.7M.

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.

Under the Strategic Advisor

Agreement, the Strategic Advisor was issued warrants (See Note 12).

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.

Consulting Agreement commenced 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 Consulting Agreement may be renewed for additional periods

as mutually agreed in writing by the Parties.

If this Consulting Agreement is terminated by the Company for any reason during the Term,

or if the Consultant terminates this Consulting 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.

Segment Reporting

determine operating segments based on metrics that our Chief Operating Decision Makers (“CODM”) review internally to

manage our business, including resource allocation and performance assessment.

In 2025, as a result of the previously mentioned

treasury policy, management re-evaluated our segment reporting structure and determined that we now operate in two

reportable segments other than our corporate activities.

Our CODM regularly review financial results based on the two

operating segments consisting of Medical Device Packaging and Digital Asset Treasury.

This segment is responsible for executing and managing the Company’s medical device sales and distribution

Asset Treasury:

This segment is responsible for executing and managing the Company’s treasury platform.

CODM uses segment operating income (loss) to evaluate operating segment performance and allocate resources.

TECHNOLOGY, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Commitments and Contingencies (continued)

November 10, 2023, the Company executed an Employment Agreement with Robert Hayes, its Chief Executive Officer amending the employment

letter dated September 6, 2021.

The agreement term automatically renews for successive one-year terms as of the commencement date unless

prior written notice by either party within ninety days prior to end of the current term.

The agreement provides for termination of employment

and severance benefits under stated conditions and restrictive covenants.

The agreement provides for annual compensation retroactive

to June 1, 2023 of $ 600,000 from $ 400,000 and a stated increase with the successful acquisition of InjectEZ and other terms of the acquisition

agreement (See Note 5).

The agreement provides for bonus compensation for:

(i) closing the Nephron acquisition agreement, (ii) long-term

incentives for achieving revenue targets and market caps for the Company’s stock and (iii) other Company achievements.

the agreement provides for benefits and paid time off.

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

Asset Purchase agreement stipulated that the $ 1 M 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 $ 1,000,000 was released to the Seller and recorded in Other Expense as a forfeited agreement cost in the three months ended June 30,

As stated above, The Company and Seller continue to work towards a further amendment of the Asset Purchase Agreement.

of the Asset Purchase Agreement is contingent on obtaining further amendments and the necessary financing.

There can be no assurance that

the closing of the asset sale will occur.

Subsequent Events

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

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

The net proceeds were approximately

of which $ 4.2 M

was used to repay the outstanding Notes (see Note 7).

2025 Offering consisted of 14,285,714 units consisting of 9,029,814 Common Units with gross proceeds of $ 12.6 M and 5,255,900 Pre-Funded

Units with gross proceeds of $ 7.4 M, with each unit consisting of one share of Common Stock.

In addition, each unit includes;

Series A Registered Common Warrant to purchase one share of Common Stock per warrant at an exercise price of $ 1.75 (“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 $ 1.75 or pursuant to an alternative cashless exercise option (“2025 Series B Warrant”), collectively, the 2025 Warrants.

The public offering price per Common Unit was $ 1.40 or $ 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.

The Pre-Funded Warrants are immediately

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

Immediately after closing 4,980,900 of the Pre-funded units were

exercised and the Company received $ 498 in proceeds.

The 2025 Series A Warrants are exercisable immediately and expire 60 months after

stockholder approval.

The number of securities issuable under the 2025 Series A Warrants is subject to adjustment.

The 2025 Series B

Warrants are exercisable immediately and expire 30 months after stockholder approval.

The number of securities issuable under the 2025

Series B Warrants is subject to adjustment.

Company granted Aegis Capital Corp.

(“Aegis”) an overallotment, being a 45-day option to purchase additional shares of Common

Stock and/or Warrants of (i) up to 15.0% of the number of shares of Common Stock sold in the offering, (ii) up to 15.0% of the number

of 2025 Series A Warrants sold in the offering and (iii) up to 15.0% of the number of 2025 Series B Warrants sold in the offering.

purchase price per additional share of Common Stock is equal to the public offering price of one Common Unit (less $0.00001 allocated

to each full Warrant), less the underwriting discount.

The purchase price per additional 2025 Warrant is $0.00001.

On January 29, 2025,

Aegis exercised its over-allotment option with respect to 2,142,857 , 2025 Series A Warrants and 2,142,857 , 2025 Series B Warrants and

the Company received net proceeds of approximately $ 43 .

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.

Segment Reporting (continued)

income (loss) excludes the impact of income taxes, interest expense, and certain other income (expense) items, as these are managed at

the corporate level.

We do not prepare separate balance sheets by operating segment for the CODM, as assets are not evaluated

as part of operating segment performance and resource allocation.

We provide the CODM depreciation and amortization expense and impairment

charges that are generated from operating segment-specific assets, as these are included in segment net (loss).

accounting policies for the segment information are the same as described in Note 2 - Summary of Significant Accounting

Transactions.

Transactions between segments are reported as if each were a stand-alone business and are eliminated in consolidation.

Historically, the Medical Device segment has included manufacturing.

Accordingly, for the years ending December 31, 2025 and 2024

respectively, approximately $ 1.5 million and $ 2.3 million medical device segment expenses were included as part of discontinued

Certain payroll and consultant expenses were allocated among segments on

the basis of the estimated percentage of time spent on each segment.

following table presents the Company’s segment results for the year ended:

of Company’s Segment

Device Packaging

ENDED DECEMBER 31,

Device Packaging

of goods - inventory reserve

cost of goods sold

Gross Margin (Loss)

Staking Revenue

issuance – related party

fees – related parties

general and administrative

and development

loss on digital assets

asset transaction expenses

operating expenses

( 254,151,072 )

( 14,839,676 )

( 269,735,373 )

( 1,003,837 )

( 4,563,763 )

( 5,567,600 )

income (expense)

( 1,664,712 )

FMV adjustment

loss on derivatives

( 4,986,500 )

( 1,009,891 )

Other income (expense)

( 5,007,056 )

from Continuing Operations

( 259,158,127 )

( 10,432,683 )

( 270,335,436 )

( 1,003,838 )

( 4,221,429 )

( 5,225,266 )

Discontinued Operations:

discontinued operations

( 11,220,342 )

( 4,100,935 )

( 1,078,348 )

Loss from Discontinued Operations

( 12,166,690 )

( 4,070,935 )

( 12,911,316 )

( 259,158,127 )

( 10,432,683 )

( 282,502,126 )

( 5,074,772 )

( 4,221,429 )

( 9,296,201 )

Consolidated Assets

$ 257,253,661

$ 269,075,173

Net Loss by Segment includes Corporate, although not a reportable segment, only for reconciliation to the consolidated

statement of operations.

TECHNOLOGY, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

17 – Segment Reporting

accounting policies for the segment information are the same as described in Note 2- Summary of Significant Accounting Policies.

date, the Company has not generated any product revenue.

The Company expects to continue to incur expenses and operating losses for the

foreseeable future as marketing and sales of its products commence.

CODM assesses the performance of and decides how to allocate resources for the one segment based on Consolidated Net Loss.

Further, EBITDA

(earnings before interest, taxes, depreciation and amortization), which is not presented on the face of the Consolidated Statements of

Operations, is used to assist with the measurement of segment performance and allocate resources.

The CODM also uses Net Loss and EBITDA,

to decide the level of investment in various operating activities and other capital allocation activities.

measure of segment assets is reported on the Consolidated Balance Sheets as Consolidated Total assets.

following table presents the Company’s segment results for the years ended:

of Company’s Segment

For the year ended

December 31, 2024

For the year ended

December 31, 2023

Research and development – Note A

General and administrative – Note B

Depreciation and amortization

Asset Impairment

Interest income (expense)

FMV (gain) adjustment on warrants

Discontinued Operations

October 6, 2025, the Company entered into definitive agreements, including a bill of sale, assignment and assumption agreement providing

for the transfer by the Company 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,

the Hungarian subsidiary, which is reflected in the accompanying financial statements as a discontinued operation.

from discontinued operations for 2025 and 2024 was as follows:

of Discontinued Operations

Cost of goods sold

Cost of goods - inventory

Gross Margin (Loss)

$ ( 2,189,253 )

Other expense

OPERATING EXPENSES:

Selling, general and administrative

Research and development

Fixed asset impairment

Total Operating Expenses

OTHER INCOME (EXPENSE):

Foreign currency and other

Segment and Consolidated Net loss Before Provision for Taxes

Loss on disposal

$ ( 1,078,347 )

Total Other Income (Expense)

$ ( 554,295 )

Deferred Tax Benefit

Segment and Consolidated Net Loss

Loss before income taxes (benefit)

$ ( 12,298,690 )

$ ( 4,100,935 )

As of and For Year Ended December 31

Total Consolidated Assets

Capital Expenditures

(A)-net of depreciation and amortization and impairments and (B) -net of depreciation and amortization

Income tax benefit

Net loss from Discontinued

$ ( 12,166,690 )

$ ( 4,070,935 )

major components of assets and liabilities related to discontinued operations are summarized below:

Cash and cash

VAT receivable

Inventory, net

Prepaid expenses and other current assets

Fixed assets, net

assets related to discontinued operations

Accounts payable

Deferred tax liability

liabilities related to discontinued operations

following table provides information for loss on disposal of discontinued operation for the year ended December 31, 2025:

Total consideration

Net assets of discontinued operations

( 1,078,347 )

related to the discontinued operation, as of December 31, 2025, the Company had approximately $ 1.6 M

in remaining commitments for machinery purchases.

These commitments were subsequently assumed by a third party in March 2026 (See

Notes 17 and 20).

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Subsequent Events

to the 2025 Repurchase Program, from January to March 2026, the Company repurchased a total of 867,678 shares of its common stock at

a cost of $ 1,571,507 , not including fees of $ 17,354 .

January 15, 2026, the “Company entered into a lock-up agreement with the Strategic Advisor, pursuant to which, for a period of

90 days from the date thereof, the Strategic Advisor has agreed not to offer, sell, contract to sell, hypothecate, pledge or otherwise

dispose of any shares of common stock of the Company or securities convertible, exchangeable or exercisable into, shares of common stock

of the Company beneficially owned, held or hereafter acquired by the Strategic Advisor.

of Purchase Commitments

March 2026, the Company entered into novation agreements with several parties for the transfer of the remaining equipment purchase commitments

related to the discontinued operation totaling approximately $ 1.6 M to a third party, with a full release of the Company from any and

all obligations.

Loan Repayment

margin loan of $ 3,084,931 outstanding at December 31, 2025 was repaid on February 17, 2026 and the related collateral of 40,000 SOL was

Changes in and Disagreements with Accountants

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 8. Financial Statements and Supplementary Data