What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-27 · 458 added, 291 removed, 179 unchanged (81% of the section changed)

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evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025 our internal control over

financial reporting was effective as of December 31, 2024.

financial reporting was effective.

Management has reviewed its assessment with the Audit Committee.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d)

and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected,

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

following are changes in our internal control over financial reporting identified in connection with the evaluation required by Rule

13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K:

the year covered by this Annual Report on Form 10-K, as a result of the adoption of the Digital Assets platform, additional controls

around safeguarding of assets, the evaluation of the completeness and accuracy of the data and management’s review procedures over

proper accounting and disclosures have been implemented.

Company’s former CFO resigned effective December 31, 2025 and the Company’s VP Finance resigned effective February 17, 2026.

On February 17, 2026, the Company engaged a consultant with significant experience in public company financial reporting to serve as

its Interim CFO.

as noted above, there have been no changes in our internal control procedures over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) of the Exchange Act) during the year ended December 31, 2025 that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

Other Information

the quarter ended December 31, 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan

for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement”

or any “non-Rule 10b5-1 trading arrangement”.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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following table provides information regarding our executive officers and directors as of the date of this Form 10-K:

Executive Officer and Director

Financial Officer

Executive Officer, Interim Principal Financial Officer and Chairman

Yuwen (Alice)

Investment Officer and Director

Chief Financial Officer

Non-Executive

Bo Christiansen, MD

Baird Simpson

Hayes has been the Chief Executive Officer and director for Sharps Technology since September 2021.

Before joining the Company, he

served as Senior Director of Product Management and Innovation and other roles with Gerresheimer Pharmaceutical Glass from 2010 to 2021

where he led commercial sales and strategic partnerships with top global healthcare companies.

He has over 25 years’ experience

in the healthcare, medical device, and pharmaceutical manufacturing industry.

Hayes received his Bachelor of Business Administration

from University of Toledo.

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

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

Partners LLP through September 30, 2022 and as an employee since October 1, 2022.

Before joining the Company, Mr.

Crescenzo served in

various finance roles from 2006 to 2019 in biotech, manufacturing and distribution, including, CFO of United Metro Energy from 2014 to

Senior VP of Finance of Enzo Biochem (NYSE:ENZ) from 2006 to 2014.

Prior to 2006, he was an Executive Director from 2002 to 2006

and a Senior Manager from 1997 to 2002 at Grant Thornton LLP.

Crescenzo is a Certified Public Accountant and received his Bachelor

of Business Administration from Adelphi University.

Danner, a member of the Board of Directors since joining the Company in September 2021, Chairperson of the Audit Committee through

June 29, 2025, Executive Chairman effective, June 30, 2025, Principal Executive Officer effective August 24, 2025 and Interim Principal

Financial Officer effective December 31, 2025.

Since 2013, Mr.

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

dba Authvia, a FinTech software developer that provides merchants and consumers with a cloud-based CPaaS (Communications Platform

as a Service) platform capable of providing end-to-end payment flows, billing, consumer management, payment analytics, and consumer insights.

From 2016 to 2018, Mr.

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

promotional opportunities for aspiring mixed martial arts fighters.

As a senior business leader, Mr.

Danner has served three Nasdaq-listed

companies as the senior corporate executive.

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

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

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

Danner served as a

Naval Aviator flying the F-14 Tomcat, and subsequently as an Aerospace Engineering Duty Officer supporting the Naval Air Systems Command,

for 8 years on active duty plus 22 years with the reserve component of the United States Navy.

He retired from the Navy in 2009 with

the rank of Captain.

Danner earned a BS degree in Business Finance from Colorado State University, and he holds an MBA from the Strome

College of Business at Old Dominion University.

Danner’s executive and marketing experience qualify him to serve on our board

of directors.

(Alice) Zhang

(Alice) Zhang, Chief Investment Officer and Director effective August 25, 2025.

Ms Zhang is the Co-Founder of Jambo, the first web3 phone

with a built-in decentralized app store.

scaled distribution to 120+ countries, launching the largest mobile network on Solana.

previously co-founded Avalon Capital, a global fund of funds specializing in digital assets and technology.

Zhang is an experienced

investor and partner of many top digital asset industry leaders.

Zhang received her Bachelor of Arts in Financial Economics from Columbia University.

Levine has been the Company’s Interim Chief Financial Officer since February 17, 2026.

He has provided fractional and interim

consulting services from 2023 to 2026 to companies in various industries at various stages of growth.

From March 2021 to July 2023,

Levine served as the Chief Financial Officer of NextNRG, Inc (f.k.a EzFill Holdings) (NASDAQ:

NXXT), a mobile fueling company.

From 2014 to 2020, Mr.

Levine served as the Chief Financial Officer of Sensus Healthcare (NASDAQ:

SRTS), a medical device company.

Levine received his Bachelor of Science degree from The Wharton School of the University of Pennsylvania and is a Certified

Public Accountant.

Non-Executive

Soren Bo Christiansen

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

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

in September 2021.

Christiansen worked for Merck & Co.

Bo Christiansen, Chairperson of the Nominating Committee effective June 30, 2025, Chairman of the Board of the Company through June 29,

2025, joined the Company in April 2018 as a Board member, became Chairman of the Board in December 2018 (Co-Chairman from 2021 to

July 2023 and Chairman effective August 2023), and was CEO from April 2019 until he stepped down in September 2021.

worked for Merck & Co.

for 30 years in Denmark, USA and Switzerland.

Vaccines (head of the Global Commercial division), President Eastern Europe, Middle East & Africa and during the last four years

of his career, he was President for Europe, Middle East, Africa and Canada.

VP Merck Vaccines (head of the Global Commercial

division), President Eastern Europe, Middle East & Africa and during the last four years of his career, he was President for Europe,

Middle East, Africa and Canada.

He holds a medical degree from University of Copenhagen Denmark.

Christiansen’s medical and pharmaceutical knowledge and experience qualifies him to serve on our board of directors.

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

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

dba Authvia, a FinTech software developer

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

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

From 2016 to 2018, Mr.

Danner was chief executive

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

arts fighters.

As a senior business leader, Mr.

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

Additionally,

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

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

ventures and one not-for-profit enterprise.

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

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

of the United States Navy.

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

Danner earned a BS degree in Business Finance

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

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

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

He was division President SW Florida for Centex Homes from 1993 to 2007, where he was responsible for all aspects of the Real Estate

division’s activities.

Ruemler has been retired since 2007.

Christiansen’s medical and

pharmaceutical knowledge and experience qualifies him to serve on our board of directors.

Ruemler, a member of the Board of Directors since joining the Company in September 2021, Chairperson of the Audit Committee effective

June 30, 2025 and Chairperson of the Nominating Committee through June 30, 2025, He was division President SW Florida for Centex Homes

from 1993 to 2007, where he was responsible for all aspects of the Real Estate division’s activities.

Ruemler has been retired

While at Centex Homes, Mr.

Ruemler also held the positions of Sales

Manager, Construction Manager, Controller, and Assistant Controller for the Naples, Raleigh and Tampa divisions from 1986 until 1993.

Ruemler also held the positions of Sales Manager, Construction Manager, Controller, and Assistant

Controller for the Naples, Raleigh and Tampa divisions from 1986 until 1993.

Prior to his career at Centex Homes, he held auditor positions.

He holds a BS in Accounting from Indiana State University.

business operational experience qualify him to serve on our board of directors.

Baird Simpson

Baird Simpson has served on our board of directors in April 2022.

Simpson has been senior vice president & chief nursing officer

at Centura Health in Centennial, CO since 2021.

She was system vice president & chief nursing executive at Northeast Georgia Health

System from 2016 to 2021, and system senior vice president & chief nursing officer at CHI St.

Vincent Health System in Little Rock,

AR, from 2007 to 2016.

Simpson received a DNP from the University of South Alabama, an MSN from the University of Tennessee, Knoxville,

a BSN from Tennessee State University, Nashville, and an AND from the University of Tennessee, Martin.

Simpson’s medical experience

qualifies her to serve on our board of directors.

Monroe has served on our board of directors in April 2022 and serves as Chairperson of the Compensation Committee Mr.

Monroe has been

sales manager at CVS Health since 2016 and was a pharmacy manager at CVS Health from 2014 to 2015.

He was Adjunct Professor for Pharmacy

Technician program at Houston Community College from 2017 to 2019.

Monroe received a PharmD from the Texas Southern University College

of Pharmacy & Health Science and a BS from Prairie View A&M University.

Monroe’s healthcare experience qualifies him

to serve on our board of directors.

board currently consists of six directors, Robert M.

Hayes, Soren Bo Christiansen, Paul K.

Danner, Timothy J.

Ruemler, Brenda Baird Simpson

Simpson and Mr.

Monroe are “ independent directors ” within

the meaning of the Listing Rules of the Nasdaq Stock Market.

Ruemler’s business operational experience qualify him to serve on

our board of directors.

Monroe, a member of the Board of Directors since joining the Company in April 2022 and serves as Chairperson of the Compensation Committee

and has served on the Audit Committee and on the Nominating and Governance Committee through June 30, 2025.

Monroe has been sales

manager at CVS Health since 2016 and was a pharmacy manager at CVS Health from 2014 to 2015.

He was Adjunct Professor for Pharmacy Technician

program at Houston Community College from 2017 to 2019.

Monroe received a PharmD from the Texas Southern University College of Pharmacy

& Health Science and a BS from Prairie View A&M University.

Monroe’s healthcare experience qualifies him to serve on

our board of directors.

board currently consists of five directors:

Danner, Alice Zhang, Soren Bo Christiansen, Timothy J.

Ruemler, and Jason L.

Christiansen, Mr.

Ruemler and Mr.

Monroe are “ independent directors ” within the meaning of the Listing

Rules of the Nasdaq Stock Market.

Relationships

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of our Board of Directors

have established an Audit Committee, a Compensation Committee or a Nominating Committee, or any committees performing similar functions.

We have an audit committee that consists of Paul Danner, Jason Monroe and Brenda Simpson, a compensation committee consists of Timothy

Ruemler, Paul Danner, and Jason Monroe, and a nominating committee that consists of Timothy Ruemler, Jason Monroe, and Paul Danner.

have established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, or any committees performing

similar functions.

We have an audit committee that consists of Timothy Ruemler, Jason Monroe and Soren Christiansen, a compensation committee

that consists of Jason Monroe, Timothy Ruemler and Soren Christiansen and a nominating committee that consists of Soren Christiansen,

Timothy Ruemler and Jason Monroe.

members of our Audit Committee currently are Timothy Ruemler, Chairperson, Jason Monroe and Soren Christiansen.

Our Board has determined

that all members of the Audit Committee (i) are independent directors (as currently defined in Rule 5605(a)(2) of the Nasdaq Listing

(ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act;

(iii) have not participated in

the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three

and (iv) are able to read and understand fundamental financial statements.

Our Board has also reviewed the education, experience,

and other qualifications of each member of the Audit Committee.

Based upon that review, our Board has determined that Mr.

Ruemler qualifies

as an “audit committee financial expert” as defined in Item 407 of Regulation S-K.

Audit Committee is governed by a written charter approved by the Board and provides assistance to the Board in fulfilling the Board’s

responsibility to the Company’s stockholders relating to the Company’s accounting and financial reporting practices and system

of internal control, the audit process, the quality and integrity of the Company’s financial reporting, and the Company’s

process for monitoring compliance with laws and regulations and its code of conduct.

The functions of the Audit Committee include, among

other things:

and retaining the independent auditors to conduct the annual audit of our financial statements;

the proposed scope and results of the audit;

and pre-approving audit and non-audit fees and services;

accounting and financial controls with the independent auditors and our financial and accounting staff;

and approving transactions between us and our directors, officers and affiliates;

and preventing prohibited non-audit services;

procedures for complaints received by us regarding accounting matters;

internal audit functions, if any;

the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement.

our independent registered public accounting firm and internal financial personnel regularly meet privately with our Audit Committee

and have unrestricted access to the Audit Committee.

Audit Committee complies with all applicable requirements of the SEC and the listing requirements of Nasdaq.

We intend to comply with

future requirements to the extent they become applicable to us.

members of our Compensation Committee currently are Jason Monroe, Chairperson, Timothy Ruemler and Soren Christiansen.

Our Board has

determined that Messrs.

Ruemler, Christiansen, and Monroe are independent in accordance with Nasdaq Rules.

Compensation Committee is governed by a written charter approved by the Board.

Under its charter, the Compensation Committee may form,

and delegate authority to, subcommittees, as appropriate.

The Compensation Committee will annually review and approve corporate goals

and objectives relevant to Principal Executive Officer compensation, evaluate the Principal Executive Officer’s performance in

light of those goals and objectives, and recommend to the Board the Principal Executive Officer’s compensation levels based on

this evaluation.

The Compensation Committee will also annually review and make recommendations to the Board with respect to compensation

of our non-employee directors and executive officers other than the Principal Executive Officer.

The functions of the Compensation Committee

include, among other things:

and recommending the compensation arrangements for management, including the compensation for our Principal Executive Officer;

and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance

and to achieve our financial goals;

Administering

our stock incentive plans.

composition of our Compensation Committee complies with all applicable requirements of the SEC and the listing requirements of Nasdaq.

We intend to comply with future requirements to the extent they become applicable to us.

and Governance Committee

members of our Nominating and Governance Committee currently are Soren Christiansen, Chairperson, Timothy Ruemler and Jason Monroe.

Board has determined that Messrs.

Christiansen Ruemler and Monroe are independent in accordance with Nasdaq Rules.

Nominating and Governance Committee is governed by a written charter approved by the Board.

The functions of the Nominating and Governance

Committee include, among other things:

the current composition, organization and governance of the board and its committees, and making recommendations for changes thereto;

each director and nominee annually;

desired board member skills and attributes and conducting searches for prospective members accordingly;

nominees, and making recommendations to the Board concerning the appointment of directors to board committees, the selection of board

committee chairs, proposal of the slate of directors for election to the board, and the termination of membership of individual directors

in accordance with the Board’s governance principles;

adopting and overseeing the implementation of a code of business conduct and ethics;

Administering

the annual board performance evaluation process.

composition of our Nominating and Corporate Governance Committee complies with all applicable requirements of the SEC and the listing

requirements of Nasdaq.

We intend to comply with future requirements to the extent they become applicable to us.

Advisory Committee

members of our Strategic Advisory Committee currently are Mr.

Danner and Ms.

Yuwen (Alice) Zhang, with Yuwen (Alice) Zhang as

the chairman of the committee.

Our Strategic Advisory Committee’s responsibilities include guiding the company’s approach

to digital assets, among other related matters

of Business Conduct and Ethics

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public filings.

Information contained on our website is not incorporated by reference into this prospectus, and you should not consider

information contained on our website to be part of this prospectus or in deciding whether to purchase our shares of common stock.

Information contained on our website is not incorporated by reference into this filing, and you should not consider information

contained on our website to be part of this filing.

in Certain Legal Proceedings

directors and executive officers have not been involved in any of the following events during the past ten years:

bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking

activities or to be associated with any person practicing in banking or securities activities;

found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated

a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed,

suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law

or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or

fraud in connection with any business entity;

subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

the best of our knowledge, none of our directors or executives has, during the past ten years, been involved in any legal proceedings

in subscription (f) of Item 401 of Regulation S-K.

Trading Policy

On November 7, 2025, we adopted amended and restated insider trading

policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees,

which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards

(the “Insider Trading Policy”).

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

16(a) of the Exchange Act

16(a) of the Exchange Act, as amended, requires our directors and certain of our officers, as well as persons who own more than 10% of

a registered class of our equity securities (“Reporting Persons”), to file reports with the SEC.

To our knowledge, based

solely on review of the copies of such reports furnished to us and written representations that no other reports were required, all Section

16(a) filing requirements applicable to officers, directors and greater than ten percent shareholders, except Yuwen (Alice) Zhang and Annemarie Tierney.

Board has reviewed the independence of our directors, applying the Nasdaq independence standards.

Based on this review, the Board determined

that each of Soren Bo Christiansen, Timothy J.

Ruemler, and Jason L.

Monroe are “independent” within the meaning of Item

7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ

Marketplace Rules.

In making this determination, our Board considered the relationships that each of these non-employee directors has

with us and all other facts and circumstances our board deemed relevant in determining their independence.

Executive Compensation

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and Principal Position

Hayes, CEO (1)

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

Crescenzo, CFO (2)

Hayes was appointed our chief executive officer on September 15, 2021.

Yuwen (Alice) Zhang

Crescenzo (4)

Hayes resigned from his role as chief executive officer effective August 23, 2025.

includes $1.2 million severance.

Other payments reflect life insurance reimbursed.

payments in 2024 and 2023 reflect reimbursement for medical insurance.

Note 11 to the audited financial statements for assumptions used in valuation.

Danner has served as Director since 2021, was appointed Executive Chairman on June 30, 2025 and on August 25, 2025 was appointed

Principal Executive Officer and continues to serve as a Director.

Zhang was appointed Chief Investment Officer and Director on August 25, 2025.

Crescenzo served as the Chief Financial Officer of the Company until December 31, 2025.

Other payments reflect reimbursement for

medical insurance.

Note 11 to the audited financial statements for assumptions used in valuation of equity awards.

Employment Agreements

November 10, 2023, the Company executed an Employment Agreement with Robert Hayes, its Chief Executive Officer amending the employment

November 10, 2023, the Company executed an Employment Agreement with Robert Hayes, its Principal Executive Officer amending the employment

letter dated September 6, 2021.

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the agreement provides for benefits and paid time off.

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

Crescenzo, our chief financial officer.

Under the agreement,

Crescenzo an annual salary of $225,000 and was awarded, a one-time $18,750 incentive payment upon the commencement of the

The agreement

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

August 22, 2025, the Company entered into a separation and release agreement (the “Separation Agreement”), pursuant to which

Hayes will receive a lump sum cash payment of $1,200,000, together with Company paid-for healthcare coverage benefits for up to 18

Following August 23, 2025, Mr.

Hayes will be paid or provided all accrued but unpaid base salary and accrued paid time off (“PTO”)

and approved unreimbursed business expenses through the Separation Date.

In addition, Mr.

Hayes will be entitled to all benefits accrued

up to the Separation Date, to the extent vested, under all employee benefit or bonus plans of the Company in which Mr.

Hayes participates

(except for any plan that provides for severance pay or termination benefits) in accordance with the terms of such plans, and any other

amounts required to be paid pursuant to applicable law.

The Company granted Mr.

Hayes stock options to purchase 100,000 shares of Common

Company is a party to an employment agreement, dated September 9, 2021 which was amended in August 2025, with Andrew R.

Crescenzo, our

chief financial officer.

Under the amended agreement, Mr.

Crescenzo’s an annual salary was $275,000 and he was awarded a $50,000

bonus payment upon his retirement at December 31, 2025.

August 25, 2025, the Company entered into a formal employment agreement (the “Danner Employment Agreement”) with Paul K.

Pursuant to the Danner Employment Agreement Mr.

Danner will serve as the Principal Executive Officer of the Company.

Danner’s term as the Company’s Executive Chairman and Principal Executive Officer began on August 24, 2025, and will

continue until terminated by either party, subject to the terms of the Danner Employment Agreement (the “Term”).

services, Mr.

Danner will be paid $600,000 per annum.

During the course of the Term, Mr.

Danner 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

2025 Equity Incentive Plan.

The Danner Employment Agreement contains a perpetual confidentiality covenant as well as non-competition

and employee and customer non-solicitation covenants that apply during the Term and for a period of one year following Mr.

August 25, 2025, the Company entered into a formal employment agreement (the “Zhang Employment Agreement”) with Yuwen (Alice)

Zhang, who has been appointed as the Company’s Chief Investment Officer and a Director of the Company, as of the date

Pursuant to the Zhang Employment Agreement Ms.

Zhang will receive a base salary (the “Base Salary”) of $600,000 per

The Base Salary shall be paid in accordance with the Company’s normal payroll practices for executive salaries generally,

but no less often than monthly and shall be pro-rated for partial years of employment.

For each calendar year ending during the employment

period beginning with calendar year 2025, Ms.

Zhang shall be eligible to earn a cash performance bonus (an “Annual Bonus”)

under the Company’s bonus plan or program applicable to senior executives.

Zhang shall be eligible to receive equity-based

compensation award(s), as determined by the Board (or a subcommittee thereof), from time to time.

following table sets forth compensation we paid to our directors during the year ended December 31, 2025 (excluding compensation under

the Summary Compensation table above).

Fees Earned or Paid in Cash

Option Awards

All Other Compensation

Christiansen (2)

Brenda Simpson (3)

Jason Monroe (3)

Annemarie Tierney (5)

as Directors in September 2021.

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

May 1, 2024 and then appointed Chairman

as Directors in April 2022

Executive Director services performed

May 1, 2024 and then appointed Chairman on May 2, 2024 and served through June 30, 2025.

as director effective August 23, 2025.

Director services performed.

(See Item 11 - Executive Compensation)

as Director at shareholder meeting in October 2025 and resigned as Director effective December 19, 2025.

Option Award excludes $298,164

relating to unvested awards cancelled upon resignation.

Equity Awards at Fiscal Year-End

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value of Shares or Units of Stock (#) that have not Vested

Yuwen (Alice) Zhang

Incentive Plan

On November 4, 2024 the Company’s Board of

Directors initially 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.

The 2024 Plan was

approved by shareholders at the annual meeting on December 19, 2024.

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.

November 4, 2024 the Company’s Board of Directors initially adopted the 2024 Equity Incentive Plan (the “2024 Plan”),

to provide for the issuance of up to 883 options and/or shares of restricted stock be available for issuance to officers, directors,

employees and consultants.

The 2024 Plan was approved by shareholders at the annual meeting on December 19, 2024.

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

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employees and consultants.

The 2023 Plan was subsequently updated to provide for the issuance of up to 159,090 options and/or shares

of restricted stock.

The 2023 Plan was subsequently updated to provide for the issuance of up to 530 options and/or shares of restricted

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

During 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 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.

During the year ended December 31, 2023, the Company granted five-year

Options to purchase a total of:

During the year ended December 31, 2024, the Company granted five-year

options (the “Options”) to purchase a total of:

44,318 shares of the Company’s common stock, par value $.0001per

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 per share which

was the closing price on January 25, 2023.

4,090 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 $28.60, reverse effected.

All of the aforementioned

references to options have been effected for the 1 for 22 reverse stock split in October 2024.

the year ended December 31, 2025, the Company granted ten-year options (the “Options”) to purchase a total of 1,935,000 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 2025 Equity Incentive Plan.

The Options are exercisable at an average price

of $6.35 per share which was based on the closing price on the respective grant dates.

the year ended December 31, 2024, the Company granted five-year options (the “Options”) to purchase a total of 211 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 Plan.

The Options are exercisable at an average price

of $1,811 per share which was based on the closing price on the respective grant dates.

of the aforementioned references to options have been effected for the 1 for 22 reverse stock split in October 2024 and the 1 for 300

reverse stock split in April 2025.

accordance with SEC and Nasdaq requirements, we have adopted an executive compensation recovery policy regarding the adjustment or recovery

of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an

accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws.

the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based

on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement

occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results.

Committee Interlocks and Insider Participation

member of the compensation committee will be a current or former executive officer or employee of ours or any of our subsidiaries.

of our executive officers serves as a member of the board of directors or compensation committee of any company that has one or more

of its executive officers serving as a member of our compensation committee.

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

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executive officers as a group.

table lists applicable percentage ownership based on 2 shares of common stock outstanding as of March 25, 2024.

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

that are either immediately exercisable or exercisable within 60 days of December 31, 2024.

These shares are deemed to be outstanding

and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that

person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The table lists applicable percentage ownership based on 38,664,571 shares

of common stock outstanding as of March 24, 2026.

In addition, under the rules beneficial ownership include shares of our common stock

issuable pursuant to the exercise of stock options and warrants that are either immediately exercisable or exercisable within 60 days

of March 24, 2026.

These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for

the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing

the percentage ownership of any other person.

have determined beneficial ownership in accordance with the rules of the SEC.

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and address of beneficial owner

Number of shares

of common stock

Number of shares of

beneficially owned (6)

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beneficially owned

and Executive Officers:

Crescenzo (2)

Directors and Executive

Yuwen (Alice) Zhang (1)

Soren Bo Christiansen (2)

Baird Simpson (6)

Directors and Officers as a Group

23,774 shares underlying options.

5,773 shares underlying options.

19,416 shares underlying options.

Jason Monroe (5)

Arthur Levine

Crescenzo (7)

All Directors and Officers

5% Shareholders

Electric Capital Frontier Fund II, LP (8)

Saba Capital Management, L.P.

Bastion Trading Limited (10)

375,000 shares underlying options and 14,040 shares owned by spouse.

60,037 shares underlying options.

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60,016 shares underlying options.

copy of the 2024 Plan was filed as Exhibit 10.36.

We have determined beneficial ownership in accordance with the rules of the

These rules generally attribute

ownership does not include shares underlying options or other equity awards that are scheduled to vest more than 60 days after March

Includes 10,024 shares underlying options.

to a Schedule 13G filed with the SEC on December 22, 2025 by Electric Capital Frontier Fund II, LP (“Frontier Fund II”),

Electric Capital Frontier Fund GP II, LLC (“Frontier Fund GP”), Electric Capital Venture Fund III, LP (“Venture

Fund III”), Electric Capital Venture Fund GP III, LLC (“Venture Fund GP”), and Electric Capital Partners, LLC (“Investment

The address of the principal business office for Frontier Fund II, Frontier Fund GP, Venture Fund III, Venture Fund

GP, and Investment Manager is 855 El Camino Real, #13A-152, Palo Alto, California 94301.

to a Schedule 13G/A filed with the SEC on January 23, 2026 by Saba Capital Management, L.P., a Delaware limited partnership (“Saba

Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Boaz R.

The address of the principal business office for Saba Capital, Saba GP, and Mr.

Weinstein is 405 Lexington Avenue, 58th Floor, New

York, New York 10174.

to a Schedule 13G filed with the SEC on January 26, 2026 by Bastion Trading Limited (“Bastion Trading”), Bastion Holdings

Limited (“Bastion Holdings”), and Wei Zhu.

The address of the principal business office for Bastion Trading, Bastion

Holdings and Mr.

Zhu is Office 4, Ground Floor, Parcel 134, Block 2837E, Road Town, Tortola, British Virgin Islands

to a Schedule 13D/A filed with the SEC on February 23, 2026 by Solios, Inc., a Delaware corporation (“Solios”), FalconX

Alpha, Inc., a Delaware corporation (“FalconX Alpha”), MNNC Capital Digital Asset Opportunities Master Fund LP, a Cayman

Islands limited partnership (“MNNC Master Fund”), MNNC Capital Digital Opportunities BTC Master Fund LP, a Cayman Islands

limited partnership (“MNNC BTC Master Fund”), MNNC Capital GP LLC, a Cayman Islands limited liability company (“MNNC

GP”), Monarch Digital, Inc., a Cayman Islands exempted company (“Monarch Digital”), and FalconX Holdings Limited,

a Cayman Islands exempted company (“FalconX Holdings”).

The address of the principal business office for Solios, FalconX

Alpha, MNNC Master Fund, MNNC BTC Master Fund, MNNC GP, Monarch Digital, and FalconX Holdings is 1850 Gateway Drive, 6th Floor, San

Mateo, CA 94404.

Certain Relationships and Related Transactions, and Director Independence

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had or will have a direct or indirect material interest.

of December 31, 2024 and 2023, accounts payable and accrued liabilities include $99,500 and $32,974, respectively, payable to officers, and

directors of the Company.

of December 31, 2025 and 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.

services provided by Sol Edge Limited (“Consultant”) for the fiscal year ending 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.

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 $101.3

The Company also incurred an expense of $100,000 in

2025 pursuant to a consulting agreement with Sol Markets for marketing services.

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.

and Procedures for Related Party Transactions

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has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions

between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed the lesser of (i) $104,365 or

(ii) one percent of the average of our total assets for the last two completed fiscal years, and in which a related person has or will

have a direct or indirect material interest.

For purposes of this policy, a related person will be defined as a director, executive officer,

nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently

completed year, and their immediate family members.

between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed the lesser of (i) $104,365

or (ii) one percent of the average of our total assets for the last two completed fiscal years, and in which a related person has or

will have a direct or indirect material interest.

For purposes of this policy, a related person will be defined as a director, executive

officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most

recently completed year, and their immediate family members.

considering related-person transactions, our audit committee or another independent body of our board of directors will take into account

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Principal Accounting Fees and Services

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

of Previous Independent Registered Accounting Firm

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

accounting firm, effective as of that date.

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

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

During the years ended December

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

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

of New Independent Registered Public Accounting Firm

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

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

Through the subsequent interim period as of December 20, 2023, neither the Company,

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

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

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

Fees for services performed

by PKF during the years ended December 31, 2024 and 2023:

for services performed by Manning during the years ended December 31, 2024 and 2023:

Fees are fees paid by the Company to PKF in 2024 or Manning in 2023 for professional services for the audit of the Company’s

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

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

Audit Related Fees were paid by the

Company to Manning in 2024 for assurance and related services that are reasonably related to the performance of services relating to

registration statements.

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

for services performed by PKF O’Connor Davies (PKF) during the years ended December 31, 2025 and 2024:

Audit Fees are fees paid by the Company to PKF in 2025 and 2024 for professional

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

in the Form 10-Qs and for services related to registration statements and other filings.

Audit-Related

There were no audit related fees for the years ended December 31, 2025 and 2024.

did not pay PKF for any other services for the years ended December 31, 2025 and 2024.

audit committee was formed upon the consummation of our IPO.

As a result, the audit committee did not pre-approve all of the foregoing

services, although any services rendered prior to the formation of our audit committee were approved by our Board of Directors.

the formation of our audit committee, and on a going-forward basis, the audit committee will pre-approve all auditing services and permitted

non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions

for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules

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financial statements or notes thereto.

Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 of the Registrant’s Registration Statement on Form S-1;