SkyAI, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2025 was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2025, were effective at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, a company’s Principal Executive Officer and Principal Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles (GAAP). Our internal control over financial reporting includes those policies and procedure that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with the authorization of management of the issuer; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the issuer’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. In the course of preparing this Report and the Consolidated Financial Statements included herein, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commissions (COSO) in the Internal Control-Integrated Framework (2013). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025 our internal control over financial reporting was effective. Management has reviewed its assessment with the Audit Committee. Changes in Internal Control over Financial Reporting The 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: During 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. The 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. Except 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. Item 9B. Other Information During 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”. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 40 PART III Item 10. Directors, Executive Officers and Corporate Governance The following table provides information regarding our executive officers and directors as of the date of this Form 10-K: Name Age Position(s) Executive Officers: Paul K. Danner 68 Principal Executive Officer, Interim Principal Financial Officer and Chairman Yuwen (Alice) Zhang 34 Chief Investment Officer and Director Arthur Levine 68 Interim Chief Financial Officer Non-Executive Directors Soren Bo Christiansen, MD 71 Director Timothy J. Ruemler 68 Director Jason Monroe 40 Director Executive Officers Paul K. Danner Paul K. 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, 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. Mr. 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. Mr. 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. Mr. Danner’s executive and marketing experience qualify him to serve on our board of directors. Yuwen (Alice) Zhang Yuwen (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. Ms. Zhang previously co-founded Avalon Capital, a global fund of funds specializing in digital assets and technology. Ms. Zhang is an experienced investor and partner of many top digital asset industry leaders. Ms. Zhang received her Bachelor of Arts in Financial Economics from Columbia University. Arthur Levine Arthur 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, Mr. 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. Mr. Levine received his Bachelor of Science degree from The Wharton School of the University of Pennsylvania and is a Certified Public Accountant. 41 Non-Executive Directors Dr. Soren Bo Christiansen Soren 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. Dr. Christiansen worked for Merck & Co. Inc. for 30 years in Denmark, USA and Switzerland. He was Sr. 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. Dr. Christiansen’s medical and pharmaceutical knowledge and experience qualifies him to serve on our board of directors. Timothy J. Ruemler Timothy J. 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. Mr. Ruemler has been retired since 2007. 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. Prior to his career at Centex Homes, he held auditor positions. He holds a BS in Accounting from Indiana State University. Mr. Ruemler’s business operational experience qualify him to serve on our board of directors. Jason L. Monroe Jason L. 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. 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. Mr. Monroe received a PharmD from the Texas Southern University College of Pharmacy & Health Science and a BS from Prairie View A&M University. Mr. Monroe’s healthcare experience qualifies him to serve on our board of directors. Board Composition Our board currently consists of five directors: Paul K. Danner, Alice Zhang, Soren Bo Christiansen, Timothy J. Ruemler, and Jason L. Monroe. Mr. Christiansen, Mr. Ruemler and Mr. Monroe are “ independent directors ” within the meaning of the Listing Rules of the Nasdaq Stock Market. Family Relationships No family relationships exist between any of our officers or directors. Director Independence The Board evaluates the independence of each nominee for election as a director of our Company in accordance with the Nasdaq Listing Rules. A majority of our Board Are “independent directors” within the meaning of the Nasdaq Listing Rules, and all directors who sit on our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee must also be independent directors. Board of Directors Term of Office Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified. Committees of our Board of Directors We 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. 42 Audit Committee The 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 Rules); (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 years; 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. The 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: ● Approving and retaining the independent auditors to conduct the annual audit of our financial statements; ● Reviewing the proposed scope and results of the audit; ● Reviewing and pre-approving audit and non-audit fees and services; ● Reviewing accounting and financial controls with the independent auditors and our financial and accounting staff; ● Reviewing and approving transactions between us and our directors, officers and affiliates; ● Recognizing and preventing prohibited non-audit services; ● Establishing procedures for complaints received by us regarding accounting matters; ● Overseeing internal audit functions, if any; and ● Preparing the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement. Both 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. Our 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. Compensation Committee The 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. The 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: ● Reviewing and recommending the compensation arrangements for management, including the compensation for our Principal Executive Officer; ● Establishing and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals; and ● Administering our stock incentive plans. 43 The 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. Nominating and Governance Committee The members of our Nominating and Governance Committee currently are Soren Christiansen, Chairperson, Timothy Ruemler and Jason Monroe. The Board has determined that Messrs. Christiansen Ruemler and Monroe are independent in accordance with Nasdaq Rules. The 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: ● Evaluating the current composition, organization and governance of the board and its committees, and making recommendations for changes thereto; ● Reviewing each director and nominee annually; ● Determining desired board member skills and attributes and conducting searches for prospective members accordingly; ● Evaluating 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; ● Developing, adopting and overseeing the implementation of a code of business conduct and ethics; and ● Administering the annual board performance evaluation process. The 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. Strategic Advisory Committee The members of our Strategic Advisory Committee currently are Mr. Paul K. 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 Code of Business Conduct and Ethics We have a Code of Business Conduct and Ethics (the “Code”) which applies to all of our directors, officers and employees. The full text of our Code will be posted on our website under the Investor Relations section. We intend to disclose future amendments to, or waivers of, our Code, as and to the extent required by SEC regulations, at the same location on our website identified above or in public filings. 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. Involvement in Certain Legal Proceedings To 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. Insider 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”). The 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. 44 Section 16(a) of the Exchange Act Section 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. Director Independence Our 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. Item 11. Executive Compensation The amounts below represent the compensation awarded to or earned by or paid to our named executive officers who had total compensation of at least $100,000 for the years ended December 31, 2025 and 2024. Summary Compensation Table Name and Principal Position Calendar Year Salary or Consulting $ Bonus $ Stock Awards $ Other Payments $ Option Awards $ Total Robert M. Hayes (1) 2025 $ 1,632,545 150,000 - 890 $ 547,010 $ 2,330,445 2024 $ 600,000 - - 890 $ 23,790 $ 624,680 Paul K. Danner (2) 2025 $ 250,125 1,000,000 - - $ 2,207,880 $ 3,458,005 2024 $ - - - - $ - $ - Yuwen (Alice) Zhang (3) 2025 $ 212,500 - - - $ 2,759,850 $ 2,972,350 2024 $ - - - - $ - $ - Andrew R. Crescenzo (4) 2025 $ 259,896 83,750 - 11,040 $ 220,788 $ 575,474 2024 $ 225,000 - - 11,040 $ 15 ,860 $ 251,900 (1) Mr. Hayes resigned from his role as chief executive officer effective August 23, 2025. Salary includes $1.2 million severance. Other payments reflect life insurance reimbursed. (2) Mr. 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. (3) Ms. Zhang was appointed Chief Investment Officer and Director on August 25, 2025. (4) Mr. Crescenzo served as the Chief Financial Officer of the Company until December 31, 2025. Other payments reflect reimbursement for medical insurance. (5) See Note 11 to the audited financial statements for assumptions used in valuation of equity awards. Executive Employment Agreements On November 10, 2023, the Company executed an Employment Agreement with Robert Hayes, its Principal 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. In addition, the agreement provides for benefits and paid time off. 45 On August 22, 2025, the Company entered into a separation and release agreement (the “Separation Agreement”), pursuant to which Mr. Hayes will receive a lump sum cash payment of $1,200,000, together with Company paid-for healthcare coverage benefits for up to 18 months. 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 Stock. The 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. On August 25, 2025, the Company entered into a formal employment agreement (the “Danner Employment Agreement”) with Paul K. Danner. Pursuant to the Danner Employment Agreement Mr. Danner will serve as the Principal Executive Officer of the Company. Mr. 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”). For his 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. Danner’s termination. On 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 hereof. Pursuant to the Zhang Employment Agreement Ms. Zhang will receive a base salary (the “Base Salary”) of $600,000 per annum. The Base Salary shall be paid in accordance with the Company’s normal payroll practices for executive salaries generally, but no less often than monthly and shall be pro-rated for partial years of employment. For each calendar year ending during the employment period beginning with calendar year 2025, Ms. Zhang shall be eligible to earn a cash performance bonus (an “Annual Bonus”) under the Company’s bonus plan or program applicable to senior executives. Ms. Zhang shall be eligible to receive equity-based compensation award(s), as determined by the Board (or a subcommittee thereof), from time to time. Compensation of Directors The following table sets forth compensation we paid to our directors during the year ended December 31, 2025 (excluding compensation under the Summary Compensation table above). Fees Earned or Paid in Cash Stock Awards Option Awards All Other Compensation Total Name ($) ($) ($) ($) ($) Timothy J. Ruemler (1) $ 47,500 $ 441,576 $ 489,076 Paul K. Danner (1,4) $ 66,000 - $ 66,000 Dr Soren Bo. Christiansen (2) $ 54,000 $ 441,576 $ 495,706 Brenda Simpson (3) $ 66,000 $ 109,402 $ 175,402 Jason Monroe $ 47,500 $ 441,576 $ 489,076 Annemarie Tierney (5) $ 18,750 $ 99,388 $ 118,138 (1) Appointed as Directors in September 2021. (2) Served as CEO and Chairman of the Board through September 15, 2021. Effective September 16, 2021, served as Co-Chairman of the Board through May 1, 2024 and then appointed Chairman on May 2, 2024 and served through June 30, 2025. (3) Resigned as director effective August 23, 2025. (4) Executive Director services performed. (See Item 11 - Executive Compensation) (5) Appointed as Director at shareholder meeting in October 2025 and resigned as Director effective December 19, 2025. Option Award excludes $298,164 relating to unvested awards cancelled upon resignation. 46 Outstanding Equity Awards at Fiscal Year-End The following table discloses information regarding outstanding equity awards granted or accrued as of December 31, 2025, for our named executive officers. Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Vested Number of Securities Underlying Unexercised Options (#) Unvested Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock (#) that Vested Market value of Shares or Units of Stock (#) that have not Vested Andrew R. Crescenzo 40,000 - 6.52 8/22/20235 - - 13 - 1,881 4/26/2029 - - 4 - 9,042 1/25/2028 - - 2 - 7,986 5/2/2027 - - 3 - 46,200 9/30/2026 - - Paul K. Danner 300,000 100 ,000 6.52 8/22/2035 - - 38 - 1,881 4/26/2029 - - 14 - 9,042 1/25/2028 - - 2 - 7,986 5/2/2027 - - 4 - 46,200 9/15/2026 - - Yuwen (Alice) Zhang 375,000 125,000 6.52 8/22/2035 - - Equity Incentive Plan On August 22, 2025, subsequent to the Board approval on July 15, 2025, the shareholders approved the Sharps Technology, Inc. 2025 Equity 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. 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 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. 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 212 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 options and/or shares of restricted stock. The 2023 Plan was approved by shareholders at the annual meeting. During 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. During 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. All 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. 47 Clawback Policy In 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. In general, 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. Compensation Committee Interlocks and Insider Participation No member of the compensation committee will be a current or former executive officer or employee of ours or any of our subsidiaries. None 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information, as of March 24, 2026, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than ten (10%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. 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. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed in the table is c/o Sharps Technology, Inc, 105 Maxess Road, Ste. 124, Melville, New York 11747. Name and address of beneficial owner Number of shares of common stock beneficially owned (6) Percentage of common stock beneficially owned Directors and Executive Officers: Yuwen (Alice) Zhang (1) 389,040 1.0 Dr. Soren Bo Christiansen (2) 60,061 * Paul K. Danner (3) 300,057 * Timothy J. Ruemler (4) 80,238 * Jason Monroe (5) 60,016 * Arthur Levine - * Andrew R. Crescenzo (7) 10,026 * All Directors and Officers as a Group 899,438 2.3 % 5% Shareholders Electric Capital Frontier Fund II, LP (8) 3,132,755 8.1 % Saba Capital Management, L.P. (9) 3,050,450 7.9 % Bastion Trading Limited (10) 3,615,046 9.3 % Solios, Inc. (11) 10,665,460 27.6 % * Less than 1 %. (1) Includes 375,000 shares underlying options and 14,040 shares owned by spouse. (2) Includes 60,037 shares underlying options. (3) Includes 300,057 shares underlying options. (4) Includes 60,020 shares underlying options. (5) Includes 60,016 shares underlying options. (6) Beneficial ownership does not include shares underlying options or other equity awards that are scheduled to vest more than 60 days after March 24, 2026 (7) Includes 10,024 shares underlying options. (8) According 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 Manager”). 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. (9) According 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. Weinstein. 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. (10) According 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 (11) According 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. 48 Item 13. Certain Relationships and Related Transactions, and Director Independence Other than as set forth below and compensation arrangements, including employment, there have been no transactions since January 1, 2025, in which the amount involved in the transaction exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two completed fiscal years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. As 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. Consulting services provided by Sol Edge Limited (“Consultant”) for the fiscal year ending December 31, 2025 was $3,333,333. At December 31, 2025, the Company recorded a prepaid expense of $6,666,667 relating the annual payment under the Consulting Agreement. In 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 million. The Company also incurred an expense of $100,000 in 2025 pursuant to a consulting agreement with Sol Markets for marketing services. 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. Policies and Procedures for Related Party Transactions Our related party transactions policy provides that transactions with directors, officers and holders of five percent or more of our voting securities and their affiliates, each a related party must be approved by our audit committee. Pursuant to this policy, the audit committee 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. In considering related-person transactions, our audit committee or another independent body of our board of directors will take into account the relevant available facts and circumstances including, but not limited to: ● the risks, costs and benefits to us; ● the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; ● the terms of the transaction; ● the availability of other sources for comparable services or products; and ● the terms available to or from, as the case may be, unrelated third parties under the same or similar circumstances. The audit committee or other independent body of our board of directors will not approve any related party transaction unless it is on the same basis as an arms’ length transaction and approved by a majority of the disinterested directors. Item 14. Principal Accounting Fees and Services Fees for services performed by PKF O’Connor Davies (PKF) during the years ended December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Audit fees $ 478,000 $ 230,650 Audit related fees - - Total $ 478,000 $ 230,650 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 Fees There were no audit related fees for the years ended December 31, 2025 and 2024. All Other Fees We did not pay PKF for any other services for the years ended December 31, 2025 and 2024. Pre-Approval Policy Our 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. Since 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). 49 PART IV Item 15. Exhibits, Financial Statement Schedules a) Financial Statements 1) Financial statements for our Company are listed in the index under Item 8 of this document. 2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. b) Exhibits Exhibit Number Description 1.1 Form of Underwriting Agreement (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on January 30, 2025) 3.1 Articles of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022) 3.6 Certificate of Amendment to Certificate of Incorporation filed April 25, 2025 (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed on April 30, 2025) 3.7 Certificate of Designation of Series D Preferred Stock, dated July 16, 2025 (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed on July 18, 2025) 3.8 Certificate of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed on August 25, 2025) 3.9 Amended and Restated Bylaws (incorporated by reference to Ex 3.1 of the current report on Form 8-K filed on January 16, 2026) 4.1 Description of Securities. 4.2 Form of pre-Funded Warrants (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed on January 30, 2025) 4.3 From of Series A Warrant (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed on January 30, 2025) 4.4 From of Series B Warrant(incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed on January 30, 2025) 4.5 Form of Cash Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed on August 25, 2025) 4.6 Form of Cryptocurrency Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed on August 25, 2025) 4.7 Form of Cash Stapled Warrant (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed on August 25, 2025) 4.8 Form of Cryptocurrency Stapled Warrant (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed on August 25, 2025) 4.9 Form of First Amendment to Series A Warrant (incorporated by reference to Exhibit 4.5 of the current report on Form 8-K filed on August 25, 2025) 4.10 Strategic Advisor Warrant (incorporated by reference to Exhibit 4.6 of the current report on Form 8-K filed on September 2, 2025) 50 Exhibit Number Description 10.1 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.36 of the Registrant’s Registration Statement on Form S-1; 333-284237, originally filed on January 22, 2025) 10.2 Subscription and Investment Representation Agreement, dated July 16, 2025, by and between Sharps Technology, Inc. and Paul K. Danner (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on July 18, 2025) 10.3 Form of Cash Securities Purchase Agreement, dated as of August 25, 2025, between Sharps Technology, Inc. and each Purchaser (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on August 25, 2025) 10.4 Form of Cryptocurrency Securities Purchase Agreement, dated as of August 25, 2025, between Sharps Technology, Inc. and each Purchaser (incorporated by reference to Exhibit 10.2 of the current report on Form 8-K filed on August 25, 2025) 10.5 Form of Registration Rights Agreement, dated as of August 25, 2025, between Sharps Technology, Inc. and each Holder (incorporated by reference to Exhibit 10.3 of the current report on Form 8-K filed on August 25, 2025) 10.6 Employment Agreement with Yuwen (Alice) Zhang, dated August 25, 2025 (incorporated by reference to Exhibit 10.4 of the current report on Form 8-K filed on August 25, 2025) 10.7 Employment Agreement with Paul K. Danner, dated August 25, 2025 (incorporated by reference to Exhibit 10.5 of the current report on Form 8-K filed on August 25, 2025) 10.8 Separation Agreement between Sharps Technology, Inc. and Robert M. Hayes (incorporated by reference to Exhibit 10.6 of the current report on Form 8-K filed on August 25, 2025) 10.9 Strategic Advisor Agreement, dated August 28, 2025, between Sharps Technology, Inc. and Sol Markets (incorporated by reference to Exhibit 10.4 of the current report on Form 8-K filed on September 2, 2025) 10.10 Consulting Agreement, dated August 28, 2025, between Sharps Technology, Inc. and Sol Edge Limited (incorporated by reference to Exhibit 10.5 of the current report on Form 8-K filed on September 2, 2025) 10.11 Sales Agreement, dated as of September 2, 2025, by and among the Company, Cantor Fitzgerald & Co., and Aegis Capital Corp. (incorporated by reference to Exhibit 1.1 of the current report on Form 8-K filed on September 2, 2025) 10.12 Form of Waiver and Consent, dated September 26, 2025 (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on September 29, 2025) 10.13 Confidential settlement agreement and release, dated October 6, 2025 (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on October 6, 2025) 10.14 Open Market Share Repurchase Agreement, dated October 6, 2025 (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on October 9, 2025) 10.15 Lock-up Agreement, dated January 15, 2026, by and between Sharps Technology, Inc. and SOL Markets. (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on January 16, 2026) 14.1 Amended and Restated Code of Ethics (incorporated by reference to Exhibit 14.1 of the current report on Form 8-K filed on January 16, 2026) 19.1 Insider Trading Policy 21.1 List of Subsidiaries 23.1* Consent of PKF O’Connor Davies, LLP 51 Exhibit Number Description 31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 31.2* Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350. 97.1* Compensation Recovery Policy (incorporated by reference to Exhibit 99.1 of the Registrant’s Annual Report on Form 10-K/A, filed on April 15, 2025) 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Definition Link 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. + Indicates management contract or compensatory plan. 52 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 31st day of March 2026. SHARPS TECHNOLOGY, INC. By: /s/ Paul K. Danner Paul K. Danner Principal Executive Officer, Interim Principal Financial Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Paul K. Danner Principal Executive Officer and Director March 31, 2026 Paul K. Danner ( Principal Executive Officer and Interim Principal Financial and Accounting Officer) /s/ Dr. Soren Bo Christiansen Director March 31, 2026 Dr Soren Bo Christiansen /s/ Yuwen (Alice) Zhang Director March 31, 2026 Yuwen (Alice) Zhang /s/ Timothy J. Ruemler Director March 31, 2026 Timothy J. Ruemler /s/ Jason L. Monroe Director March 31, 2026 Jason L. Monroe 53