What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-14 · 576 added, 498 removed, 622 unchanged (63% of the section changed)

Financial Statements:

TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

2 unchanged sentences

Accounts receivable – digital currency, net

Accounts receivable

Prepaid expenses – related party

4 unchanged sentences

Fixed assets, net

Right of use assets

$ 160,350,575

4 unchanged sentences

Warrant liability

Current portion of right of use liabilities

Total Current Liabilities

Right of use liabilities

Total Liabilities

6 unchanged sentences

500,000,000 shares authorized;

40,290,005 issued, 39,422,326 outstanding at March 31, 2026 and 28,995,403 issued and outstanding at December 31, 2025

44,196,175 issued, 42,982,506 outstanding at June 30, 2026 and 28,995,403 issued and outstanding at December 31, 2025

Additional paid-in capital

Treasury stock, at cost, 867,678 and 0 shares, respectively at March 31, 2026 and December 31, 2025

Treasury stock, at cost, 1,213,669 and 0 shares, respectively at June 30, 2026 and December 31, 2025

( 2,011,573 )

7 unchanged sentences

accompanying notes are an integral part of these financial statements.

TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

THE THREE MONTHS ENDED MARCH 31

THE THREE AND SIX MONTHS ENDED JUNE 30

ENDED JUNE 30,

Cost of goods sold

Cost of goods – inventory reserve

Total cost of goods sold

Gross Margin (Loss)

2 unchanged sentences

Consulting fees – related party

Selling, general and administrative

Research and development

Selling, general and administrative

Unrealized loss on digital commodities

5 unchanged sentences

( 1,423,701 )

( 109,655,065 )

( 2,787,996 )

Other income (expense)

1 unchanged sentence

Fair market value adjustment on warrants

Foreign currency loss

Other expense

Other Income, net

1 unchanged sentence

( 23,280,798 )

( 109,520,033 )

Tax Provision

1 unchanged sentence

( 23,280,798 )

( 109,520,033 )

Discontinued Operations:

Loss from discontinued operations

( 1,582,744 )

( 2,413,513 )

Income tax benefit

Loss from Discontinued Operations

( 1,582,744 )

( 2,281,513 )

Net Income (Loss)

$ ( 23,280,798 )

$ ( 109,520,033 )

Income (loss) per share from Continuing Operations, basic and diluted

3 unchanged sentences

accompanying notes are an integral part of these financial statements.

TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

THE THREE MONTHS ENDED MARCH 31

THE THREE AND SIX MONTHS ENDED JUNE 30

ENDED JUNE 30,

Net Income (loss)

$ ( 23,280,798 )

$ ( 109,520,033 )

Other comprehensive income:

2 unchanged sentences

$ ( 23,280,798 )

$ ( 109,520,033 )

accompanying notes are an integral part of these financial statements.

TECHNOLOGY, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

THE THREE MONTHS ENDED MARCH 31, 2025

THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Preferred Stock

Additional Paid-in

Comprehensive

4 unchanged sentences

Share-based compensation charges

Equity offering - January 2025

Warrant exercise – Series B cashless

Equity Offering - January 2025 – see Note 8

Warrant Exercise – Series B Cashless – see Note 8

Foreign currency translation

1 unchanged sentence

$ ( 32,516,372 )

TECHNOLOGY, INC.

Net income for the three months ended June 30, 2025

Share-based compensation charges

Warrant Exercise – Series B Cashless – see Note 8

Foreign currency translation

Balance – June 30, 2025

$ ( 28,957,065 )

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

THE THREE MONTHS ENDED MARCH 31, 2026

THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Preferred Stock

7 unchanged sentences

$ 264,380,146

( 316,947,332 )

Net loss for the three months ended March 31, 2026

1 unchanged sentence

( 86,239,232 )

Share-based compensation charges

Share repurchase for treasury stock

( 1,588,861 )

Exercise of prefunded

Exercise of warrants - related party

Balance – March 31, 2026

$ ( 1,588,861 )

$ 583,554,787

$ ( 403,186,564 )

$ 178,783,390

$ ( 1,588,861 )

$ 583,554,787

$ ( 403,186,564 )

$ 178,783,390

Net loss for the three months ended June 30, 2026

( 23,280,798 )

Net income (loss)

3 unchanged sentences

Share repurchase for treasury stock

Exercise of prefunded warrants

Balance – June 30, 2026

( 1,213,669 )

$ ( 2,011,573 )

Exercise of prefunded warrants

Exercise of warrants - related party

Balance – March 31, 2026

$ 585,754,651

4 unchanged sentences

$ 585,754,651

$ ( 426,467,362 )

$ 157,280,135

accompanying notes are an integral part of these financial statements.

TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

THE THREE MONTHS ENDED MARCH 31

For the quarter

March 31, 2026

For the quarter

March 31, 2025

THE SIX MONTHS ENDED JUNE 30

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Loss from discontinued operations

( 2,281,513 )

Income (loss) from continuing operations

4 unchanged sentences

Accretion of debt discount

Inventory reserve adjustment

Fair market value adjustment for warrants

( 11,087,700 )

Non-cash operating lease right of use assets

Amortization of related party prepaid

Digital commodities received as staking revenues, net

( 5,457,656 )

Validator operating fees

Realized loss on digital commodities

Unrealized loss on digital commodities

Foreign exchange impact

Changes in operating assets:

Accounts receivable - trade & digital

Amortization of related party prepaid

Accounts receivable - trade

Prepaid expenses and other

Operating lease right of use liabilities

Accounts payable and accrued liabilities

3 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of and deposits paid for fixed assets

Sale of digital commodities

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from offerings and warrant exercises

Net proceeds (repayment) from offerings and warrant exercises

Share repurchase program

6 unchanged sentences

( 5,096,895 )

Effect of exchange rate changes on cash

NET INCREASE IN CASH - CONTINUING OPERATIONS

3 unchanged sentences

Net cash used in investing activities - discontinued operations

( 1,959,758 )

NET DECREASE IN CASH - DISCONTINUED OPERATIONS

3 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for taxes

Cash paid for interest

Par value waived on warrant exercise

Right of use assets obtained in exchange for lease liabilities

accompanying notes are an integral part of these financial statements.

TECHNOLOGY, INC.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Description of Business

Sharps Technology, Inc.

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

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

Previously, the Company was

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

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

digital commodity of the Solana blockchain.

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

for the transfer by the Company of certain assets, and a contract for the transfer of business share providing for the assignment by

the Company of all of the Company’s right, title and interest in and to the issued and outstanding shares of Safegard Medical Kft,

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

(“SkyAI” or the “Company”) was founded

as a medical device company.

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

on April 14, 2022.

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

Through October 6, 2025, the Company’s

activities included the design, manufacture and distribution of a portfolio of syringes and drug related delivery systems.

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

providing for the transfer by the Company of certain assets, and a contract for the transfer of business share providing for the

assignment by the Company of all of the Company’s right, title and interest in and to the issued and outstanding shares of

Safegard Medical Kft, the Hungarian subsidiary, which is reflected in the accompanying financial statements as a discontinued

As of October 6, 2025, with the ownership transfer of Safegard Medical Kft complete, the Company discontinued all

design and manufacturing endeavors to focus instead solely on marketing and distribution.

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

and its wholly owned

subsidiaries, SOL Equity Limited and Sol Equity HK Limited, collectively referred to as the “Company.” All intercompany

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

digital commodity of the Solana blockchain.

May 26, 2026, the Company filed a Certificate of Amendment to its articles of incorporation to change the name of the Company to SkyAI,

and effectuate the name change with the Nevada Secretary of State.

On May 28, 2026, the Company’s common stock ceased trading

under the ticker symbol “STSS” and began trading under the new ticker symbol “SKYA,” and its warrants ceased

trading under the ticker symbol “STSSW” and began trading under the new ticker symbol “SKYAW.”

May 27, 2026, the Company announced a strategic transformation of its business, reflecting a shift from its legacy operations to the

development of a technology-driven financial platform and the establishment of an international operational headquarters in Hong Kong.

accompanying condensed consolidated financial statements include the accounts of SkyAI, Inc.

and its wholly owned subsidiaries, SOL Equity

Limited, and Axis Global Tech Limited (f/k/a Sol Equity HK Limited), collectively referred to as the “Company.” All intercompany

transactions and balances have been eliminated.

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

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

Summary of Significant Accounting Policies

The accompanying condensed

consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles

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

Significant accounting policies are described

in the Company’s Form 10-K for the year ended December 31, 2025.

Basis of Presentation

The accompanying condensed consolidated

financial statements have been prepared by the Company in accordance with generally accepted accounting principles

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

accompanying condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting

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

accounting policies are described in the Company’s Form 10-K for the year ended December 31, 2025.

These unaudited Condensed Consolidated Financial

Statements do not include all disclosures that are normally included in annual financial statements prepared in accordance with

accounting principles generally accepted in the United States (“U.S.

GAAP”) and should be read in conjunction with the

audited Condensed Consolidated Financial Statements and the related notes included in the 2025 Annual Report.

The condensed

consolidated financial information as of December 31, 2025 included herein has been derived from the audited Condensed Consolidated

Financial Statements in the 2025 Annual Report.

In the opinion of management, these Condensed

Consolidated Financial Statements contain all adjustments (consisting of normal recurring adjustments, including eliminations of

material intercompany accounts and transactions) considered necessary for a fair statement of the results presented herein.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for

the full year ending December 31, 2026.

of Presentation

accompanying condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting

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

unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual financial statements

prepared in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP”) and should be read

in conjunction with the audited Condensed Consolidated Financial Statements and the related notes included in the 2025 Annual Report.

The condensed consolidated financial information as of December 31, 2025 included herein has been derived from the audited Condensed

Consolidated Financial Statements in the 2025 Annual Report.

the opinion of management, these Condensed Consolidated Financial Statements contain all adjustments (consisting of normal recurring

adjustments, including eliminations of material intercompany accounts and transactions) considered necessary for a fair statement of

the results presented herein.

Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the

results that may be expected for the full year ending December 31, 2026.

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

A discontinued operation is a component of the Company that

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

operations and financial results.

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

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

Assets and liabilities of discontinued operations

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

The Company provides additional disclosures

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

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

continuing operations.

and Diluted Loss Per Share

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

ASC 260 requires presentation of both

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

Basic EPS is computed

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

(denominator) during the period.

Pre-funded and related party warrants exercisable for nominal consideration of $ 0.0001 per share

are included in weighted average shares outstanding from their date of issuance.

Basic EPS during the six months ended June 30, 2026

included 27,934,230

in outstanding pre-funded warrants and 5,233,734

in outstanding related party warrants.

The three months ended June 30, 2026 included 25,752,621

in outstanding pre-funded warrants and 4,428,467

in outstanding related party warrants.

No pre-funded warrants or related party warrants were outstanding during

the three and six months ended June 30, 2025.

EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method.

In computing diluted EPS, the average stock price for the period is used

in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.

Diluted EPS excludes all

dilutive potential shares if their effect is anti-dilutive.

As of June 30, 2026 and 2025, there were 65,171,278

and 418,953 , respectively, of stock options and warrants that could potentially dilute basic EPS in the future that were

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

Currency Translation/Transactions

Company has determined that the functional currency for its Hungarian subsidiary (included in discontinued operations) is the local currency.

For financial reporting purposes, assets and liabilities denominated in foreign currencies were translated at current exchange rates

and profit and loss accounts are translated at weighted average exchange rates.

Resulting translation gains and losses are included as

a separate component of stockholders’ equity as accumulated other comprehensive income or loss.

the Company’s Hong Kong subsidiary Axis Global Tech Limited, the functional currency has been determined to be the U.S.

Gains or losses resulting from transactions in other than the functional currency are recorded as foreign exchange gains and losses

in the condensed consolidated statements of operations.

and Cash Equivalents

2 unchanged sentences

Cash and cash equivalents are maintained with various financial institutions.

At March 31, 2026 and

At June 30, 2026 and

December 31, 2025, the Company had cash of $ 12,071,008 and $ 10,382,745 , respectively, and no cash equivalents.

Receivable and Allowance for Credit Losses

receivables from contracts with customers are recorded at invoiced amounts and do not bear interest.

Because product revenue is currently

concentrated in a limited number of customers, the Company measures expected credit losses under ASC 326 on an individual basis rather

than a collective basis.

Based on its assessment, including the repayment plan described in Note 18, the Company expects to collect the

trade receivable balance in full, and no allowance for credit losses was recorded at June 30, 2026 or December 31, 2025.

adopted the amendments in ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts

Receivable and Contract Assets, effective January 1, 2026.

The adoption did not have a material effect on the Company’s condensed

consolidated financial statements.

Concentration

10 unchanged sentences

dollars and issued by Circle Internet Financial, LLC.

Circle’s the underlying reserves were held in cash, short-duration U.S.

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

Treasuries, and overnight U.S.

Treasury repurchase agreements within segregated accounts for the benefit of USDC holders.

USDC is a current financial asset in the

Condensed Consolidated Financial Statements.

Treasury repurchase agreements

within segregated accounts for the benefit of USDC holders.

USDC is a current financial asset in the Condensed Consolidated Financial

Company holds SOL, a digital commodity, as part of its treasury strategy.

SOL is a digital commodity in the Condensed Consolidated

SOL is reported as a digital commodity in the Condensed Consolidated

Financial Statements.

8 unchanged sentences

The Company also evaluated if each new asset type should be presented as long-term or current under ASC 210.

meets the criteria of ASU 2023-08 and would be considered an in-scope digital commodity.

This is because it meets the definition of an

intangible asset per the FASB codification, does not provide enforceable rights or claims to underlying goods, services, or other assets.

Furthermore, SOL resides on a distributed ledger, is secured through cryptography, is fungible, and is not created or issued by the Company

or its related parties.

meets the criteria of ASU 2023-08 and is considered an in-scope digital commodity.

This is because it meets the definition of an intangible

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

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

related parties.

USDC and USDT (“payment stablecoins”) provide the holder with enforceable rights to or claims on underlying goods, services

or other assets.

Therefore, they would not be considered an in-scope crypto asset under ASU 2023-08, but instead the same factor meets

the criteria as a financial asset under ASC 825.

Therefore, they are not considered an in-scope crypto asset under ASU 2023-08, but instead the same factor meets the

criteria as a financial asset under ASC 825.

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

2 unchanged sentences

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

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

The Company reports payment stablecoins as a current financial asset on the balance sheet adjusted to fair market value.

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

Accounting for and Disclosure of Crypto Assets,

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

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

condensed consolidated statement of operations each reporting period.

Under ASU 2023-08 in-scope crypto assets are considered to be

indefinite-lived intangible assets.

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

ASU 2023-08 also requires certain interim and annual disclosures for digital commodities within the scope of the

Sales and purchases of digital commodities are reflected as cash flows from investing activities in the condensed

consolidated statements of cash flows.

Accounting for and Disclosure of Crypto Assets, codified

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

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

of operations each reporting period.

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

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

ASU 2023-08 also requires certain

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

Sales and purchases of digital commodities are

reflected as cash flows from investing activities in the condensed consolidated statements of cash flows.

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

9 unchanged sentences

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

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

These locked SOL

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

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

or loss is recognized.

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

for in-kind SOL invested at the August 25, 2025 offering, the Company has elected to use 9% as the discount at March 31, 2026 and considers

this a Level 2 input.

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

The reduction

in discount applied to the locked SOL from 10% at December 31, 2025 to 9% at March 31, 2026 aligns with reducing the percentage as the

locked SOL is closer to the maturity date.

The Company’s Locked SOL averaged just under one year to maturity as of March 31, 2026.

to market risk

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

digital commodity held.

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

to demonstrate the potential impact on our financial results.

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

or negatively impacted our Income (loss) before income taxes by approximately $ 7.1 million for the quarter ended March 31,

Currency Translation/Transactions

The Company has determined that the functional currency for its Hungarian subsidiary (included in discontinued operations)

is the local currency.

For financial reporting purposes, assets and liabilities denominated in foreign currencies were translated at current exchange rates and

profit and loss accounts are translated at weighted average exchange rates.

Resulting translation gains and losses are included as a

separate component of stockholders’ equity as accumulated other comprehensive income or loss.

the Company’s Hong Kong subsidiary Sol Equity HK Limited, the functional currency has been determined to be the US dollar.

Gains or losses resulting from transactions entered into in other than the functional currency are recorded as foreign exchange

gains and losses in the condensed consolidated statements of operations.

and Diluted Loss Per Share

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

ASC 260 requires presentation of both

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

Basic EPS is computed by

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

(denominator) during the period.

Basic EPS during the quarter ended March 31, 2026 included 28,315,610

in outstanding pre-funded warrants and 4,428,467

in outstanding related party warrants exercisable at par value.

Diluted EPS gives effect to all dilutive potential common shares

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

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

from the exercise of stock options or warrants.

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

As of March 31, 2026 and December 31, 2025, there were 97,904,847

and 109,219,449

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

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

Commodities Revenue, Realized and Unrealized Gains and Losses

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

commodities to demonstrate the potential impact on our financial results.

A hypothetical 10% increase or decrease in market prices would

have positively or negatively impacted our Income (loss) before income taxes by approximately $ 14.4 million for the quarter ended June

of digital commodities

acquire liquid SOL tokens through purchases and delegated staking.

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

the actual price paid.

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

the average price paid for all tokens purchases.

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

price from the SOL market value price.

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

discount applied from the SOL price.

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

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

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

separately from changes in the carrying value of other intangible assets.

Pursuant to this guidance, changes in fair value are

reflected on the income statement in the line item “Realized and unrealized (gain) loss on digital commodities” in the

operations section of the condensed consolidated statements of operations.

We measure changes in fair value as the difference

between the cost basis and the prevailing market price of the digital commodity at the date of measurement, multiplied by the

quantity held of the digital commodity.

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

from changes in the carrying value of other intangible assets.

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

line items ‘Realized gain (loss) on digital commodities’ and ‘Unrealized gain (loss) on digital commodities’

in the operations section of the condensed consolidated statements of operations.

Changes in fair value are measured as the difference

between the cost basis and the prevailing market price of the digital commodity at the date of measurement, multiplied by the quantity

held of the digital commodity.

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

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

on various inputs.

Company is authorized to enter into derivative positions;

no positions were open during the periods presented.

For any open derivative

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

Remeasurement

8 unchanged sentences

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

tokens, discounted by the appropriate percentage, which as of December 31, 2025 was 10% and as of March 31, 2026 was 9%.

10% discount as of August 2025 was based on the initial investor discount in the August 2025 Offering and other quoted data, as well

as historical purchases of locked SOL that management has made on behalf of the Company.

The 9% discount as of March 31, 2026 is

based on market quotations for locked SOL from brokers and interested purchasers.

Management monitors this discount percentage and

adjusts when appropriate.

We performed a sensitivity analysis assuming a hypothetical 1% change in the discount to fair value of

these digital commodities to demonstrate the potential impact on our financial results.

A hypothetical 1% increase or decrease in

the discount would have positively or negatively impacted our Income (loss) before income taxes by approximately $ 0.5

million for the quarter ended March 31, 2026.

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

remain under the Company’s control and are not derecognized, as the delegation does not constitute a transfer of control under

ASC 610-20 or ASC 350-60.

tokens, discounted by the appropriate percentage, which as of December 31, 2025 was 10% and as of June 30, 2026 was 8.5%.

considers this a Level 2 input and monitors this discount percentage adjusting when appropriate

Company performed a sensitivity analysis assuming a hypothetical 1% change in the discount to fair value of these digital commodities

to demonstrate the potential impact on our financial results.

A hypothetical 1% increase or decrease in the discount would have positively

or negatively impacted our Income (loss) before income taxes by approximately $ 375 thousand for the quarter ended June 30, 2026.

Company earns staking rewards by delegating our digital commodities to third-party validators on proof-of-stake blockchain networks.

These tokens remain under the Company’s control and are not derecognized, as the delegation does not constitute a transfer of control

under ASC 610-20 or ASC 350-60.

there is no explicit guidance under U.S.

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

received at the time control is obtained.

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

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

Changes in protocol rules

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

SOL tokens held by the Company, whether

liquid or locked, are eligible for staking.

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

with validators, are the validators.

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

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

in the Company’s staking account.

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

The FMV of the revenue is

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

For locked SOL where the staking rewards inherit the maturity of

their underlying token, the appropriate discount percentage is applied.

This revenue is reported on the Statements of consolidated

statement of operations under the line item “Staking Revenue.” Changes in fair market value of the staking revenue after

the initial staking revenue is recognized are reflected on the condensed consolidated statement of operations as “realized and

unrealized (gain) loss on digital commodities”.

received at the time control is obtained Changes in protocol rules or accounting interpretations may materially impact how staking revenue

is recognized and measured.

SOL tokens held by the Company, whether liquid or locked, are eligible for staking.

The Company evaluation

has determined that it is the delegator and the Custodians, via agreements with validators, are the validators.

Therefore, the Company

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

Company recognizes the staking rewards as the rewards are earned.

Rewards are recognized as revenue as is earned at the end of each epoch

(just under two day periods for SOL);

rewards earned but not yet received at period end are recorded in Accounts receivable – digital

commodities, net.

This revenue is reported in the Statements of consolidated statement of operations under the line item “Staking

Company had staked substantially all of its SOL treasury staked during the period ended June 30, 2026.

The Company maintains control

over the delegated SOL tokens throughout the staking period.

Although the tokens undergo a bonding process with validators, the Company

retains the ability to initiate unbonding at any time for liquid SOL.

The validators cannot sell, pledge, or otherwise dispose of the

As such, the Company continues to recognize the delegated SOL tokens as part of its digital commodity holdings.

disposition of the digital commodities

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

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

For sales of digital commodities, this would be the net

transaction price.

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

digital commodities are disposed, realized gains or (losses) are recorded for the difference between FMV price at disposition and its

For sales of digital commodities, this would be the net transaction price.

All sales of Solana are made from wallets and with tokens

that were specifically identified, including their cost basis, prior to disposition, In the case of transfers of custody to third parties

this is the spot price of the asset on the day of the transfer.

Development Costs

Company accounts for costs incurred in developing software for internal use in accordance with ASC 350-40.

Costs incurred during the

preliminary project stage are expensed as incurred.

Capitalization begins when the preliminary project stage is complete, management

with the relevant authority has authorized and committed to funding the project, and it is probable that the project will be completed

and the software will be used to perform the function intended.

Costs of training, data conversion, and maintenance are expensed as incurred.

Company’s software development activities were in the preliminary project stage at June 30, 2026.

Accordingly, no software development

costs were capitalized during the three and six months ended June 30, 2026, and such costs are included with other corporate activities

in research and development expenses.

Contingencies

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

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

A discontinued operation is a component of the Company that

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

operations and financial results.

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

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

Assets and liabilities of discontinued operations are

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

The Company provides additional disclosures in the

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

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

Accounting Pronouncements

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

Disclosures (Subtopic 220-40).

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

certain categories.

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

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

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

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

asset, with respect to estimates of expected credit losses.

This guidance is effective for annual reporting periods beginning after December

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

We adopted ASU 2025-05 during the first quarter of 2026 and the impact was not material.

Disclosures (Subtopic 220-40) and in January 2025 issued ASU 2025-01, Income Statement – Reporting Comprehensive Income –

Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date.

The new guidance requires disaggregated information

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

As clarified by ASU 2025-01, the guidance is effective for public

business entities for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting

periods beginning after December 15, 2027, with early adoption permitted.

The Company expects to adopt the annual disclosure requirements

in its Annual Report on Form 10-K for the year ending December 31, 2027, and the interim disclosure requirements beginning with its Quarterly

Report on Form 10-Q for the quarterly period ending March 31, 2028.

The Company is evaluating the impacts of the new guidance on its

disclosures within the condensed consolidated financial statements.

September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

The new guidance removes the references to software development

project stages in Subtopic 350-40 and instead requires capitalization to begin when management with the relevant authority has authorized

and committed to funding the project and it is probable that the project will be completed and the software will be used to perform the

function intended.

The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods

within those annual reporting periods, and may be applied on a prospective, modified prospective, or retrospective basis.

Early adoption

is permitted as of the beginning of an annual reporting period.

The Company expects to adopt the new guidance beginning with its Quarterly

Report on Form 10-Q for the quarterly period ending March 31, 2028.

The Company continues to monitor the effect of the new guidance on

its software development activities.

December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which clarifies the scope,

form and content, and disclosure requirements of interim reporting, and adds a disclosure principle requiring disclosure of events occurring

after the most recent annual reporting period that have a material impact on the entity.

For public business entities, the guidance is

effective for interim reporting periods in fiscal years beginning after December 15, 2027, with early adoption permitted.

expects to adopt the new guidance beginning with its Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2028.

Company is evaluating the impacts of the new guidance on its interim disclosures.

December 2025, the FASB issued ASU 2025-12, Codification Improvements , which makes technical corrections and clarifications across

a range of Topics.

Among other matters, the amendments clarify the calculation of diluted earnings per share when an entity has a loss

from continuing operations and the methods permitted to account for treasury stock retirements.

The guidance is effective for annual

reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early

adoption permitted.

The amendments relating to diluted earnings per share are applied retrospectively.

The Company expects to adopt the

new guidance beginning with its Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2027.

The Company is evaluating

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

Reclassification

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

These reclassifications had no impact on previously

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

Prepaid Expenses and Current

expenses and other current assets consisted of the following at March 31, 2026 and December 31, 2025:

Prepaid Expenses and Current Assets

expenses and other current assets consisted of the following at June 30, 2026 and December 31, 2025:

of Prepaid Expenses and Other Current Assets

December 31, 2025

Share repurchase escrow

net consisted of the following at March 31, 2026 and December 31, 2025:

June 30, 2026

net of reserves of $ 284,228 and $ 0 , consisted of the following at June 30, 2026 and December 31, 2025, respectively:

Schedule of Inventories

December 31, 2025

June 30, 2026

Finished goods

assets, net, as of March 31, 2026 and December 31, 2025, are summarized as follows:

assets, net, as of June 30, 2026 and December 31, 2025, are summarized as follows:

Schedule of Fixed Assets, Net

systems, website and other

June 30, 2026

Computer systems, website and other

accumulated depreciation

expense of fixed assets for the three months ended March 31, 2026 and 2025 was $ 22,334 and $ 22,334 , respectively.

Fixed assets, net

expense for the six months ended June 30, 2026 and 2025 was $ 45,333 and $ 110,206 , respectively.

- Investments in Digital Commodities

1 unchanged sentence

of Digital Commodities Held for Investment

March 31, 2026

June 30, 2026

$ 381,570,910

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Company recognizes digital commodities at fair value.

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

by the appropriate percentage (10% at December 31, 2025 and 9% at March 31, 2026).

The Company valued the SOL

treasury at $83.02 per liquid token and $75.55 per locked token at March 31, 2026 and $124.26 per liquid token and $111.83 per locked

token at December 31, 2025.

following table summarizes the Company’s digital commodity purchases, losses (gains) on digital commodities, and revenue from staking

received for the three months ended March 31, 2026.

100,000 SOL were sold during the three months ended March 31, 2026 to fund operations.

Company valued the SOL treasury at $73.60 per liquid token and $67.34 per locked token at June 30, 2026 and $124.26 per liquid token

and $111.83 per locked token at December 31, 2025.

of Losses (Gains) On Digital Commodities and Revenue from Staking

Three months ended March 31, 2026

Six months ended June 30, 2026

Digital Commodity Units

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Realized Loss

Selling Price Per Unit

Cost Basis Per Unit

Beginning digital commodities

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Staking rewards received

Rebate & Rewards Receivable Less Fees Paid

Ending Digital Commodities

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$ 144,282,193

following table summarizes the composition of SOL held broken out by liquid and locked as of March 31, 2026 and December 31, 2025:

following table summarizes the composition of SOL held broken out by liquid and locked as of June 30, 2026 and December 31, 2025:

Schedule of Solana Tokens Held Broken Out by Liquid and Locked

Number of SOL units

March 31, 2026

December 31, 2025

Company had approximately 95 % of its SOL treasury staked during the quarters ended March 31, 2026 and December 31, 2025, respectively.

The Company maintains control over the delegated SOL tokens throughout the staking period.

Although the tokens undergo a bonding process

with validators, the Company retains the ability to initiate unbonding at any time for liquid SOL.

Upon notification to the validator,

the unbonding process begins, which typically takes up to two days.

During this period, the tokens remain unavailable for transfer or

sale on the open market.

Validators do not gain control over the tokens in a manner that meets derecognition criteria.

They cannot sell,

pledge, or otherwise dispose of the tokens.

As such, the Company continues to recognize the delegated SOL tokens as part of its digital

commodity holdings.

following table summarizes the unlocking schedule of SOL tokens currently locked as of March 31, 2026 and December 31, 2025:

following table summarizes the unlocking schedule of SOL tokens locked as of June 30, 2026 and December 31, 2025:

of Sol tokens Fiscal Year Maturity

Year End 2026

Year End 2027

Year End 2028

the three months ended March 31, 2026, the Company incurred $ 63,821 in transaction costs relating to custodian and exchange fees.

Locked SOL Maturity

Through Year End 2026

Through Year End 2027

Through Year End 2028

margin loan at December 31, 2025 of $ 3,084,931 was repaid in February 2026 and the related collateral of 40,000 Solana was released.

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

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

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

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

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

Directors in its sole and absolute discretion, to file a certificate of amendment (the “Amendment”) to the Company’s

amended and restated certificate of incorporation to effect the reverse split at a ratio to be determined by the Board, not to exceed

a 1-for-22 reverse split.

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

On April 23, 2025, under the Nevada Revised Statutes,

the Board approved an Amendment to the Company’s Certificate of Incorporation with the State of Nevada to reduce the authorized

shares from 500,000,000 to 1,666,667 .

The reduction in authorized shares, which was effective April 27, 2025, also effectuated a reverse

stock split of the outstanding common shares at a ratio of 1-for-300 .

All share amounts, share prices and earnings

per share have been adjusted to reflect the approved reverse stock splits.

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

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

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

On April 23, 2025, under

the Nevada Revised Statutes, the Board approved an Amendment to the Company’s Certificate of Incorporation with the State of Nevada

to reduce the authorized shares from 500,000,000 to 1,666,667 .

The reduction in authorized shares, which was effective April 27, 2025,

also effectuated a reverse stock split of the outstanding common shares at a ratio of 1-for-300 .

All share amounts, share prices and

earnings per share have been adjusted to reflect the approved reverse stock splits.

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

Directors in its sole and absolute discretion, to file a certificate of amendment (the “Amendment”) to the Company’s’

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

Purchase Agreements

August 25, 2025, Sharps Technology, Inc.

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

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

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

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

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

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

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

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

Stapled Warrant.

In the Cash Offering, the Cash Purchasers tendered any of U.S.

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

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

August 25, 2025, the Company entered into securities purchase agreements (the “Cash Securities Purchase Agreements”) with

certain accredited investors (the “Cash Purchasers”) pursuant to which the Company sold to the Cash Purchasers in a private

placement offering (the “Cash Offering”) an aggregate offering of (i) 24,338,649 “Cash Shares”) of common stock

of the Company, par value $ 0.0001 per share (the “Common Stock”), at an offering price of $ 6.50 per share (ii) and 14,038,463

pre-funded warrants (the “Cash Pre-Funded Warrants”) to purchase shares of Common Stock (the “Cash Pre-Funded Warrant

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

and together with the Common Stock and Cash Pre-Funded Warrants, the “Cash Securities”) to purchase 41,054,034 shares of

Common Stock (the “Cash Stapled Warrant Shares,”) at an exercise price of $ 9.75 per Cash Stapled Warrant.

In the Cash Offering,

the Cash Purchasers tendered any of U.S.

dollars, USDC or USDT (or a combination thereof) to the Company as consideration for the Cash

Shares, Cash Stapled Warrants and Cash Pre-Funded Warrants.

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

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recorded in Additional Paid in Capital of $ 403 M.

the three months ended March 31, 2026, 9,401,702

Cash & Crypto Prefunded and 1,892,900 Strategic Advisor

(related party) warrants were exercised with proceeds of $ 1,129

waived and covered by the Company.

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

35 unchanged sentences

net proceeds from the Sales Offering of approximately $ 18.9 M after fees paid to the Agents and other offering expenses of $ 998,000 .

the three months ended March 31, 2026, there were no sales of shares under the Sales Agreement.

the six months ended June 30, 2026, there were no sales of shares under the Sales Agreement.

2025 Offering

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of the Series A warrants were exercised and the Company received net proceeds of $ 1,954,547 .

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

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

The warrants have an exercise

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

connection with the strategic advisory consulting agreement entered into on August 28, 2025, with Sol Markets (related party), a Cayman Islands

exempt company, the Company issued warrants to purchase 6,321,367

shares of the Company’s Common Stock.

The warrants have an exercise price of $ 0.0001 ,

a ten-year term and were fully vested on issuance.

Company allocated the proceeds of the January 2025 Offering based on the fair values for the Series A, Series B warrants and Prefunded

4 unchanged sentences

common shares.

a result of the August 2025 Series A Amendment, the outstanding 12,391 Series

A warrants no longer met the liability classification under accordance with ASC 480 “Distinguishing Liabilities from

For the quarter ended March 31, 2026, the fair value adjustments relating to the Series B warrants aggregated $ 16,708 .

a result of the August 2025 Series A Amendment, the outstanding 12,391

Series A warrants no longer met the liability classification

in accordance with ASC 480 “Distinguishing Liabilities from Equity”.

Repurchase Program

7 unchanged sentences

connection with the 2025 Repurchase Program, on October 6, 2025, the Company entered into an Open Market Share Repurchase Agreement (the

“Repurchase Agreement”) with Cantor (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent

on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b-18 of the Securities Exchange Act

of 1934, as amended.

The Repurchase Agreement will continue in effect until terminated by either the Company or the Broker, with or without

cause, upon written notice to the other party.

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

repurchased pursuant to the Repurchase Agreement.

to the 2025 Repurchase Program, from January to March 2026, the Company repurchased a total of 867,678 shares of its common stock at

a cost of $ 1,571,507 , not including fees of $ 17,354 .

“Repurchase Agreement”) with Cantor Fitzgerald (the “Broker”) whereby the Broker has agreed to act as a non-exclusive

agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b-18 of the Securities Exchange

Act of 1934, as amended.

The Repurchase Agreement will continue in effect until terminated by either the Company or the Broker, with

or without cause, upon written notice to the other party.

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

of Common Stock repurchased pursuant to the Repurchase Agreement.

to the 2025 Repurchase Program, from January to June 2026, the Company repurchased a total of 1,213,669

shares of its common stock at a cost of $ 1,987,299 ,

not including fees of 24,274 .

May 13, 2026, the Board of Directors (the “ Board ”) of the Company:

a limited duration stockholder rights plan (the “ Rights Plan ”), the terms of which are set forth in a Rights Agreement

entered into between the Company and VStock Transfer, LLC, as rights agent (the “ Rights Agent ”) dated May 14,

to the Rights Plan, authorized and declared a dividend to stockholders of record at the close of business on May 26, 2026 (the “ Record

Date ”) of one preferred share purchase right (each, a “ Right ”) for each outstanding share of the Company’s

common stock, par value $ 0.0001 (“ Common Stock ”), held by such stockholders.

Rights Plan is similar to other rights plans adopted by publicly held companies.

Generally, under the Rights Plan, the Rights will become

exercisable only if a person or group (including a group of persons acting in concert with each other) acquires beneficial ownership

of 15% or more of the Company’s Common Stock in a transaction not approved by the Company’s Board of Directors.

situation, each holder of a Right (other than the acquiring person or group, whose Rights will become void and will not be exercisable)

will have the right to purchase, upon payment of the exercise price of $10.00 per Right (both the exercise price and the number of shares

for which a Right is exercisable being subject to adjustment from time to time as set forth in the Rights Plan) and in accordance with

the terms of the Rights Plan, a number of shares of the Company’s common stock having a market value of twice such price.

if the Company is acquired in a merger or other business combination after an acquiring person acquires 15% or more of the Company’s

common stock, each holder of a Right would thereafter have the right to purchase, upon payment of the then-current exercise price and

in accordance with the terms of the Rights Plan, a number of shares of common stock of the acquiring person having a market value of

twice such price.

The acquiring person or group will not be entitled to exercise Rights.

Generally, the Rights Plan works by imposing

a significant penalty upon any person or group (including a group of persons acting in concert with each other) that acquires 15% or

more of the Company’s Common Stock without the approval of the Board.

As a result, the overall effect of the Rights Plan and the

dividend of the Rights may be to render more difficult, or discourage, a tender or exchange offer or other acquisition of the Company’s

Common Stock that is not approved by the Board.

The Rights Plan does not prevent the Board from considering any offer that it considers

to be in the best interests of the Company’s stockholders.

Preferred Stock

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condensed consolidated balance sheet.

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

fair value presented within the condensed consolidated statement of operations.

Warrant liability at March 31, 2026 and December 31, 2025 consists of the following:

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

changes in fair value presented within the condensed consolidated statement of operations.

Warrant liability at June 30, 2026 and December 31, 2025 consists of the following:

Schedule of Warrant Liability

June 30, 2026

December 31, 2025

Trading and Overallotment Warrants

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Total Warrant Liability

Warrants outstanding at March 31, 2026 and December 31, 2025, reflective of the reverse split that occurred in on April 28, 2025, were

Warrants outstanding at June 30, 2026 and December 31, 2025, were as follows:

Schedule of Warrant Outstanding

June 30, 2026

December 31, 2025

Trading and Overallotment Warrants

8 unchanged sentences

Total Warrants Outstanding

the three months ended March 31, 2026 and 2025, the FMV gain adjustment, which is reflected in the FMV adjustment on Warrants in the

Consolidated Statements of Operations was $ 16,708 and $ 4,618,889 , respectively.

Stock Options

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

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

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

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

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

for issuance to officers, directors, employees and consultants.

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

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

to officers, directors, employees and consultants.

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

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

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

August 22, 2025, the shareholders approved the Company’s 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

August 2025, 1,585,000 stock options were granted to directors, executives and other employees and consultants with an exercise price

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the closing price on the respective grant dates.

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

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

Equity Incentive Plan.

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

respective grant dates.

summary of options for the three months ended March 31, 2026 is presented below:

summary of options for the six months ended June 30, 2026 is presented below:

of Stock Options

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Exercisable at end of period

the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation expense of $ 2,230,208 and $ 44,383 , respectively,

the six months ended June 30, 2026 and 2025, the Company recognized stock-based compensation expense of $ 4,430,462 and $ 332,492 , respectively,

which was recorded in general and administrative expense.

of March 31, 2026 and December 31, 2025, there was $ 2,322,855

For the three months ended June 30, 2026 and 2025,

the Company recognized stock-based compensation expense of $ 2,200,255 and $ 288,109 , respectively, which was recorded in general and administrative

of June 30, 2026 and December 31, 2025, there was $ 94,878

and $ 4,564,610 ,

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

period of six months as of March 31, 2026.

March 31, 2026, the stock options outstanding and the options exercisable have exercise prices that exceed the stock market price at

March 31, 2026 and as such, no intrinsic value exists.

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

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

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

weighted-average period of six months as of June 30, 2026.

June 30, 2026, all of the stock options outstanding have exercise prices that exceed the market price at June 30, 2026 and as such, no

intrinsic value exists.

Intrinsic value is defined as the difference between the exercise price of the options and the market price of

the Company’s common stock.

the end of each interim reporting period, the Company estimates its effective tax rate expected to be applied for the full year.

estimate is used to determine the income tax provision or benefit on a year-to-date basis and may change in subsequent interim periods.

Accordingly, the Company’s effective tax rate for the three months ended March 31, 2026 and 2025 was 0 % and 0 %.

Accordingly, the Company’s effective tax rate for the six months ended June 30, 2026 and 2025 was 0 % and 0 %.

The Company’s

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income tax provision.

of March 31, 2026 and December 31, 2025, the liability for uncertain tax positions is zero and the Company believes that no

liability for unrecognized tax benefits is required in relation to the potential for additional assessments.

of June 30, 2026 and December 31, 2025, the liability for uncertain tax positions is zero and the Company believes that no liability

for unrecognized tax benefits is required in relation to the potential for additional assessments.

Related Party Transactions and Balances

of March 31, 2026 and December 31, 2025, accounts payable and accrued liabilities include $ 107,209 and

$ 26,572 , respectively, payable to officers and directors of the Company.

of June 30, 2026 and December 31, 2025, accounts payable and accrued liabilities include $ 18,750 and $ 26,572 , respectively, payable to

officers and directors of the Company in the ordinary course of business.

The amounts are unsecured, non-interest bearing and are due

on demand, including both director fees and reimbursable expenses.

services provided by Sol Edge Limited (the “Consultant”) during the three months ended March 31, 2026 and 2025 was $ 2,500,000

and $ 0 , respectively.

At March 31, 2026 and December 31, 2025, the Company recorded a prepaid expense of $ 4,166,000 and $ 6,666,667 , respectively,

relating to the annual payment under the Consulting Agreement (See Notes 3 and 15).

expense for services provided by Sol Edge Limited (the “Consultant”) during the six months ended June 30, 2026 and 2025

was $ 5,000,000

respectively.

The consulting expense during the three months ended June 30, 2026 and 2025 was $ 2,500,000 and $ 0 , respectively.

June 30, 2026 and December 31, 2025, the Company recorded a prepaid expense of $ 1,666,667

and $ 6,666,667 ,

respectively, relating to the annual payment under the Consulting Agreement (See Notes 3 and 15).

Consultant is wholly-owned and controlled by James Zhang, the brother of Alice Zhang, our Chief Investment Officer and director.

Fair Value Measurements

Company’s financial instruments include cash, accounts payable, notes payable and warrant liability.

Cash and warrant liability

are measured at fair value.

Accounts payable and notes payable are measured at amortized cost and approximates fair value due to their

short duration and market rate for similar instruments, respectively.

of March 31, 2026, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the Company’s

of June 30, 2026, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the Company’s

condensed consolidated balance sheet:

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estimable under the provisions of the authoritative guidance that addresses accounting for contingencies.

August 28, 2025 (the Effective Date”), the

August 28, 2025 (“Effective Date”), the

Company entered into (i) a consulting agreement (the “Consulting Agreement”) with Sol Edge Limited (the

“Consultant”) pursuant to which the Consultant will provide consulting and related services to us with respect to our

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

Islands exempt company (“Strategic Advisor”) pursuant to which the Strategic Advisor will provide strategic advice and

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

terms of the Consulting Agreement, the Company transferred stablecoin valued at $10M for the initial annual period.

For the three

months ended March 31, 2026, the Company recorded an expense of $2.5 million for the services provided, as described above, with a

remaining prepaid expense of $4.2 million.

For all future periods, the Company has agreed under an amendment dated March 26, 2026 to

the consulting agreement to pay the Consultant a monthly fee equal to 2% in the aggregate on amounts up to and including

$1,000,000,000 in Account value, 1.75% in the aggregate on amounts above $1,000,000,000 up to and including $1,500,000,000 in

Account value, and 1.5% in the aggregate on amounts above $1,500,000,000 in Account value as of such measurement date divided by 12,

beginning on August 27, 2026.

We have agreed to pay to the Consultant such fee, at its option, in the form of USDC, USDT, SOL, or

some combination thereof.

The Consultant is wholly-owned and controlled by James Zhang, the brother of Alice Zhang, our Chief

Investment Officer and Director.

“Consultant”) pursuant to which the Consultant will provide consulting and related services to the Company with respect

to its Treasury Policy and (ii) a strategic advisor agreement (the “Strategic Advisor Agreement”) with Sol Markets, a

Cayman Islands exempt company (“Strategic Advisor”) pursuant to which the Strategic Advisor will provide strategic

advice and guidance relating to the Company’s business, operations, growth initiatives and industry trends in the crypto

technology sector.

Based on terms of the Consulting Agreement, the Company transferred to the Consultant stablecoin valued at $ 10,000,000

for the initial annual period.

For the six months ended June 30, 2026, the Company recorded an expense of $ 5,000,000

for the services provided, as described above, with a remaining prepaid expense of $ 1,666,000 .

For the three months ended June 30, 2026, the Company recorded an expense of $ 2,500,000 for the services provided.

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

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as mutually agreed in writing by the Parties.

If this Consulting Agreement is terminated by the Company for any reason during the Term,

or if the Consultant terminates this Consulting Agreement due to a material breach by the Company, the Company shall pay to the Consultant,

If the Consulting Agreement is terminated by the Company for any reason during the Term,

or if the Consultant terminates the Consulting Agreement due to a material breach by the Company, the Company shall pay to the Consultant,

as liquidated damages and not as a penalty, an amount equal to all fees and other compensation that would have accrued to the Consultant

1 unchanged sentence

payment provisions herein.

On January 10, 2026, the Company executed a short-term lease for a 3,116

square foot office facility in Shenzhen, China to serve as the temporary headquarters of our Asia-based operations.

The minimum lease

term was for approximately one year and will continue through January 31, 2027 at a monthly rent of 58,709 Chinese Yuan.

on August 27, 2026, the Company has agreed under an amendment dated March 26, 2026 to pay the Consultant a monthly fee equal to 2% per

annum for up to the first $1 billion in Account Equity, 1.75% per annum for the next $500 million and 1.5% per annum for all additional

amounts above $1.5 billion.

The Company has agreed to pay to the Consultant such fee, at its option, in the form of USDC, USDT, SOL,

or some combination thereof.

Account Equity is defined as the value as of any date of the financial instruments and other assets in accounts

which are being administered, in whole or in part, by the Consultant.

Consultant is wholly-owned and controlled by James Zhang, the brother of Alice Zhang, our Chief Investment Officer and Director.

January 10, 2026, the Company executed a lease for a 3,116 square foot office facility in Shenzhen, China as a satellite office.

The minimum lease term is through

January 31, 2027 at a monthly rent of 58,709 Chinese Yuan.

May 2, 2026, the Company leased a 1,467

square foot office in Hong Kong to serve as the headquarters of our overseas operations, the terms of which include an initial two-month rent free period.

The lease term is three

years and will continue through May 1, 2029 at a monthly rent of 82,321

Hong Kong dollars.

Company evaluated the Shenzhen and Hong Kong leases under ASC 842 and determined that both leases are operating leases.

The rate implicit

in each lease was not readily determinable.

Accordingly, the Company used its incremental borrowing rate based on information available

at lease commencement.

The selected incremental borrowing rates were 6.50 % for the Shenzhen lease and 9.00 % for the Hong Kong lease.

The Company does not currently have any finance leases.

Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of fixed lease payments

over the applicable lease term.

Fixed lease payments included in the measurement of lease liabilities exclude refundable deposits, VAT,

utilities, property management fees, and other non-lease or variable components.

Cash paid for amounts included in the measurement of operating lease liabilities was $ 46,131 for the six months ended

June 30, 2026.

Of Operating Lease Maturity

Maturity period

Remainder of 2026

Total undiscounted payments

imputed interest

Present value of lease liabilities

Segment Reporting

determine operating segments based on metrics that our Chief Operating Decision Makers (“CODM”) review internally to manage

our business, including resource allocation and performance assessment.

In August 2025, as a result of the new treasury policy, management

re-evaluated the segment reporting structure and determined that the Company operates in two reportable segments other than our corporate

Our CODM regularly review financial results based on the two operating segments consisting of Medical Device and Digital

Commodity Treasury.

Company determines operating segments based on metrics that our Chief Operating Decision Makers (“CODM”) review internally

to manage our business, including resource allocation and performance assessment.

In August 2025, as a result of the new treasury strategy,

management re-evaluated the segment reporting structure and determined that the Company operates in two reportable segments other than

our corporate activities.

Our CODM regularly review financial results based on the two operating segments consisting of Medical Device

and Digital Commodity Treasury.

This segment is responsible for executing and managing the Company’s medical device sales and distribution business.

Commodity Treasury:

This segment is responsible for executing and managing the Company’s treasury platform.

This segment is responsible for executing and managing the Company’s digital treasury platform.

CODM uses segment operating income (loss) to evaluate operating segment performance and allocate resources.

We do not prepare

The Company does not prepare

separate balance sheets by operating segment for the CODM, as assets are not evaluated as part of operating segment performance and resource

We provide the CODM depreciation and amortization expense and impairment charges that are generated from operating segment-specific

assets, as these are included in segment net (loss).

accounting policies for the segment information are the same as described in Note 2 - Summary of Significant Accounting Transactions.

Transactions between segments are reported as if each were a stand-alone business and are eliminated in consolidation.

The Company ceased manufacturing operations in October 2025.

Accordingly, for the three months ended March 31, 2026 no medical device

segment expenses were included as part of discontinued operations.

payroll and consultant expenses were allocated among segments on the basis of the estimated percentage of time spent on each segment.

following table presents the Company’s segment results (unaudited) for the three months ended March 31, 2026 and 2025:

between segments are reported as if each were a stand-alone business and are eliminated in consolidation.

The Company ceased

manufacturing operations in October 2025.

Accordingly, for the three and six months ended June 30, 2026 the Medical Device segment

includes only the continuing sales and distribution business.

payroll, consultant, and other selling, general and administrative expenses were allocated to the segment that they support, with

the remaining expenses allocated to corporate.

following table presents the Company’s segment results (unaudited) for the six months and three months ended June 30, 2026 and

of Company’s Segment

ENDED MARCH 31, 2026

ENDED MARCH 31, 2025

Medical Device

Digital Asset Treasury

JUNE 30, 2026

JUNE 30, 2025

Medical Device

Digital Asset Treasury

Cost of goods sold

Cost of goods sold - inventory reserve

Total Cost of Goods Sold

14 unchanged sentences

( 2,278,407 )

Other Income (Expense):

( 2,787,997 )

Other Income:

Interest expense, net

Fair market value adjustment on warrants

Foreign currency loss

Other Income (Expense), net

Income (Loss) Before Provision for Taxes

Other expense

Total Other Income

Loss Before Provision for Taxes

( 98,721,687 )

6 unchanged sentences

$ ( 10,345,600 )

Discontinued Operations:

Loss from discontinued operations

Income tax benefit

Loss from Discontinued Operations

Net Income (Loss)

$ ( 109,520,033 )

$ ( 509,590 )

Medical Device

Digital Asset Treasury

JUNE 30, 2026

JUNE 30, 2025

Medical Device

Digital Asset Treasury

Cost of goods sold

Cost of goods sold - inventory reserve

Total Cost of Goods Sold

Gross Margin (Loss)

Staking Revenue, net

Operating expenses:

Consulting fees – related parties

Selling, general and administrative

Research and development

Unrealized loss on digital commodities

Realized loss on digital commodities

Digital commodity transaction expenses

Total Operating Expenses

Loss from Operations

( 17,698,448 )

1 unchanged sentence

( 23,389,091 )

The following table presents the total

assets by segment (unaudited) at March 31, 2026 and December 31, 2025:

MARCH 31, 2026

( 1,341,193 )

( 1,423,701 )

Other Income:

Interest expense, net

Fair market value adjustment on warrants

Other expense

Total Other Income

Loss Before Provision for Taxes

( 17,621,702 )

( 5,294,139 )

( 23,280,798 )

Tax Provision

Income (Loss) from Continuing Operations

$ ( 364,957 )

$ ( 17,621,702 )

$ ( 5,294,139 )

$ ( 23,280,798 )

following table presents the total assets by segment (unaudited) at June 30, 2026 and December 31, 2025:

June 30, 2026

DECEMBER 31, 2025

Medical Device

Digital Commodities

Medical Device

Digital Commodities

$ 146,188,981

2 unchanged sentences

$ 269,075,172

Net Loss by Segment includes Corporate, although not a reportable segment, only for reconciliation to the condensed consolidated

statement of operations.

Net Loss by Segment includes Corporate, although not a reportable segment, only for reconciliation to the condensed consolidated statement

of operations.

Discontinued Operations

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

from discontinued operations for the three months ended March 31, 2025 was as follows:

from discontinued operations for the three and six months ended June 30, 2025 was as follows:

of Discontinued Operations

THREE MONTHS ENDED

SIX MONTHS ENDED

JUNE 30, 2025

NET REVENUE (LOSS )

Cost of goods sold

Cost of goods sold - inventory reserve

Gross Margin (Loss)

( 1,019,487 )

OPERATING EXPENSES:

6 unchanged sentences

Loss before income taxes (benefit)

( 1,582,744 )

( 2,413,513 )

Income tax benefit

1 unchanged sentence

$ ( 1,582,744 )

were no assets or liabilities related to discontinued operations at March 31, 2026 or December 31, 2025 as the disposal occurred in October

$ ( 2,281,513 )

were no assets or liabilities related to discontinued operations at June 30, 2026 or December 31, 2025 as the disposal occurred in October

Subsequent Events

May 2, 2026, the Company leased a 1,467 square foot office in Hong Kong, the terms of which include an initial two-month rent free period.

The lease term is three years and will continue through May 1, 2029 at a monthly rent of 82,331 Hong Kong dollars.

of Business Conduct and Ethics

May 8, 2026, the Company’s board of directors approved and adopted the Code Of Business Conduct And Ethics (the “Code of

Ethics”), which governs the conduct of all officers, directors, and employees of the Company and its affiliated entities.

Code of Ethics was adopted to, among other things, generally update for current governance, ethics, and compliance best practices;

better align various Company policies, including the Code of Ethics, by eliminating certain redundant or overlapping provisions and

consolidating similar topics in the appropriate policy;

and make other non-substantive administrative, stylistic and typographical

Employment Agreements

On May 13, 2026, the Company entered into an employment

agreement (the “Danner Employment Agreement”) with Paul Danner, which replaces and supersedes in its entirety that certain

prior employment agreement, dated August 25, 2025, between the Company and Mr.

Pursuant to the Employment Agreement, Mr.

will serve as the Company’s Principal Executive Officer and Executive Chairman for a term commencing immediately and continuing

until third anniversary of the Danner Employment Agreement, unless earlier terminated in accordance with its terms, and subject to an

auto renewal of 1 year.

For his services, Mr.

Danner will be paid $ 600,000 per annum.

During the course of the employment, Mr.

will be eligible for (i) annual cash performance bonuses and (ii) eligible to receive equity-based compensation awards from time to time,

as determined in the sole discretion of the Board or a committee thereof.

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

18 months following Mr.

Danner’s termination.

On May 13, 2026, the Company entered into an employment

agreement (the “Zhang Employment Agreement”) with Yuwen Zhang, which replaces and supersedes in its entirety that certain

prior employment agreement, dated August 25, 2025, between the Company and Ms.

Pursuant to the Employment Agreement, Ms.

will serve as the Company’s Chief Investment Officer and Director for a term commencing immediately and continuing until third anniversary

of the Zhang Employment Agreement, unless earlier terminated in accordance with its terms, and subject to an auto renewal of 1 year.

his services, Ms.

Zhang will be paid $ 600,000 per annum.

During the course of the employment, Ms.

Zhang will be eligible for (i) annual

cash performance bonuses and (ii) eligible to receive equity-based compensation awards from time to time, as determined in the sole discretion

of the Board or a committee thereof.

The Zhang 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 2 years following Ms.

May 13, 2026, the Board of Directors (the “ Board ”) of Sharps Technology, Inc.

(the “ Company ”):

a limited duration stockholder rights plan (the “ Rights Plan ”), the terms

of which are set forth in a Rights Agreement entered into between the Company and

VStock Transfer, LLC, as rights agent (the “ Rights Agent ”) dated May 14, 2026;

to the Rights Plan, authorized and declared a dividend to stockholders of record at the close

of business on May 26, 2026 (the “ Record Date ”) of one preferred share

purchase right (each, a “ Right ”) for each outstanding share of the Company’s