What changed in this filing

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Item 5. Other Information

2026-08-07 compared with 2026-05-14 · 9 added, 208 removed, 15 unchanged (94% of the section changed)

Other Information

the quarterly period ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange

Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading

arrangement,” as each term is defined in Item 408 of Regulation S-K.

part of its review of our corporate governance policies, on May 8, 2026, the 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.

The 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 changes.

The description of the Code of Ethics is a summary and is qualified in its entirety by reference

to the Code of Ethics, a copy of which is attached hereto as Exhibit 14.1.

The Code of Ethics will also be posted on the Company’s

website at www.sharpstechnology.com/investors/governance-documents .

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.

Danner will serve as the Company’s Principal Executive Officer and Executive Chairman

for a term commencing immediately and continuing until the 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.

Danner will be eligible to earn an annual cash bonus beginning in 2026 based on 1% of the year-over-year

change in the Company’s market capitalization, subject to a cap of 2.5 times base salary and payable no later than March 15 of

the following year, subject to continued employment through the payment date (except as otherwise provided).

Danner will also be

eligible to receive equity-based compensation awards from time to time, as determined in the sole discretion of the Board or a committee

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.

event the Mr.

Danner’s employment is terminated by the Company without cause or by Mr.

Danner for good reason, Mr.

be entitled to a lump sum severance payment equal to three (3) times Mr.

Danner’s base salary, subject to Mr.

Danner’s execution

and non-revocation of a release of claims;

provided that, in the event such termination occurs in connection with a change in control

of the Company, Mr.

Danner will also be entitled to accelerated vesting of any outstanding equity awards, whereas in the absence of a

change in control, Mr.

Danner will not be entitled to any such acceleration.

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.

Zhang will serve as the Company’s Chief Investment Officer and Director for a term commencing

immediately and continuing until the third anniversary of the Zhang Employment Agreement, unless earlier terminated in accordance with

its terms, and subject to an auto renewal of 1 year.

For her services, Ms.

Zhang will be paid $600,000 per annum.

During the course of

the employment, Ms.

Zhang will be eligible to earn an annual cash bonus beginning in 2026 based on 1% of the year-over-year change in

the Company’s market capitalization, subject to a cap of 2.5 times base salary and payable no later than March 15 of the following

year, subject to continued employment through the payment date (except as otherwise provided).

Zhang will also be eligible to receive

equity-based compensation awards from time to time, as determined in the sole discretion of the Board or a committee thereof.

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.

Zhang’s termination.

In the event the Ms.

employment is terminated by the Company without cause or by Ms.

Zhang for good reason, Ms.

Zhang will be entitled to a lump sum severance

payment equal to three (3) times Ms.

Zhang’s base salary, subject to Ms.

Zhang’s execution and non-revocation of a release

provided that, in the event such termination occurs in connection with a change in control of the Company, Ms.

also be entitled to accelerated vesting of any outstanding equity awards, whereas in the absence of a change in control, Ms.

not be entitled to any such acceleration.

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

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.

following is a summary of the terms of the Rights Plan.

This summary is qualified in its entirety by reference to the complete text of

the Rights Plan, a copy of which is attached as Exhibit 4.1 to this Form 10-Q and incorporated herein by reference.

Capitalized terms

used but not defined herein have the meanings ascribed to such terms in the Rights Plan.

and Transfer of Rights

Board has declared a dividend of one Right for each outstanding share of Common Stock.

Prior to the Distribution Date (as defined below):

Rights will be evidenced by and trade with the certificates for the associated shares of

Common Stock (or, with respect to any uncertificated Common Stock registered in book-entry

form, by notation in book-entry form), and no separate right certificates will be distributed;

certificates for shares of Common Stock issued after the Record Date but prior to the earliest

of the Distribution Date, the redemption or exchange of the rights (as described below) and

the Expiration Date (as defined below) or, in certain circumstances as stated in the Rights

Plan, after the Distribution Date, will contain a legend incorporating the Rights Plan by

reference (or, with respect to any uncertificated Common Stock registered in book-entry form,

this legend will be contained in a notation in book-entry form);

the earliest of the Distribution Date, the redemption of the Rights and the Expiration Date,

the surrender for transfer of any certificates for shares of Common Stock (or the surrender

for transfer of any uncertificated shares of Common Stock registered in book-entry form)

will also constitute the transfer of the Rights associated with such Common Stock.

to the terms of the Rights Plan, the Rights will separate from the Common Stock and become exercisable following the earlier of (i) the

tenth business day after the Stock Acquisition Date (as defined below) and (ii) the tenth business day (or such later date as may be

determined by action of the Board prior to such time as any person becomes an Acquiring Person (as defined below)) after the date of

the commencement by any person (other than an Exempt Person (as defined below)) of, or of the first public announcement of the intention

of any such person to commence, a tender or exchange offer the consummation of which would result in any such person having beneficial

ownership of 15% or more of the Common Stock outstanding or becoming an Acquiring Person (the earlier of such dates being herein referred

to as the “ Distribution Date ”);

provided, however, that the Distribution Date shall in no event be prior to the Record

After the Distribution Date, the Company will promptly cause right certificates to be mailed (or, with respect to any uncertificated

Common Stock registered in book-entry form, cause book-entry notations to be made evidencing the distribution of Rights) to the Company’s

stockholders and the Rights will become transferable apart from the Common Stock.

Acquisition Date

Stock Acquisition Date shall be the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person

has become such, or such earlier date as a majority of the Board shall become aware of the existence of an Acquiring Person.

Person, Exempt Person, Grandfathered Person

to the terms of the Rights Plan:

Acquiring Person is any person who or which shall be the beneficial owner of 15% or more

of the Common Stock then outstanding, but shall not include an Exempt Person or a Grandfathered

Persons include the Company and any subsidiary of the Company, any employee benefit plan

of the Company or any subsidiary of the Company and any entity or trustee holding (or acting

in a fiduciary capacity in respect of) Common Stock for or pursuant to the terms of any such

Grandfathered Person is any person who or which, together with all affiliates and associates

of such person, at the time of the first public announcement of the Rights Plan, is a beneficial

owner of 15% or more of the Common Stock then outstanding.

to the terms of the Rights Plan, if a person becomes an Acquiring Person, then each Right will entitle the holder thereof to purchase,

upon payment of the Purchase Price, adjusted in accordance with the terms of the Rights Plan, such number of shares of Common Stock as

shall equal the result obtained by dividing the Purchase Price (as so adjusted) by 50% of the current market price per share of the Common

from and after any such Flip-In Event, any Rights that are beneficially owned by an Acquiring Person (or any affiliate, associate or

transferee of an Acquiring Person, including as a result of a transfer which the Board has determined is part of a plan, arrangement

or understanding to avoid the provisions of the Rights Plan) shall be void and any holder of such Rights shall thereafter have no rights

whatsoever with respect to such Rights.

Rights will be redeemable at the Board’s sole discretion for $0.0001 per Right (payable in cash, Common Stock or other consideration

deemed appropriate by the Board) at any time prior to a Flip-In Event and up to five Business Days after a Flip-In Event.

upon the action of the Board ordering redemption, the Rights will terminate and the only rights of the holders of the Rights will be

to receive the $0.0001 redemption price.

The redemption price will be adjusted if the Company undertakes a stock dividend, a stock split

or similar transaction.

any time after a Flip-In Event, the Board may exchange the Rights, in whole or in part, for Common Stock at an exchange ratio (subject

to adjustment) of one share of Common Stock per Right.

Notwithstanding the foregoing, the Board shall not be empowered to effect such

exchange at any time after an Acquiring Person shall have become the beneficial owner of 50% or more of the Common Stock then outstanding.

Rights shall expire at the earliest of (i) May 12, 2027, (ii) the redemption or exchange of the Rights and (iii) the closing of a merger

or other acquisition involving the Company as further described in the Rights Plan.

of Terms of Rights Plan and Rights

terms of the Rights Plan and the Rights may be amended by action of the Board in any respect without the consent of the holders of the

Rights for so long as the Rights are redeemable.

Thereafter, the terms of the Rights Plan and the Rights may be amended by action of

the Board without the consent of the holders of Rights, provided that no such amendment may (a) adversely affect the interests of the

holders of Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person) or cause the Rights again to become

a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation,

the right to vote or to receive dividends.

Anti-Takeover Effects

Rights are not intended to prevent a takeover of the Company and should not interfere with any merger or other business combination approved

by the Board.

However, the Rights may cause substantial dilution to a person or group that acquires beneficial ownership of 15% or more

of the outstanding Common Stock.

Share Provisions

one one-thousandth of a share of Series C Preferred Stock, par value $0.0001 per share, of the Company (the “Series C Preferred

Shares”), if issued, will, among other things:

holders thereof to 1,000 votes on all matters submitted to a vote of the stockholders of

the Company, subject to adjustment;

event of any voluntary or involuntary liquidation, dissolution or winding up of the Company,

the holders of the Series C Preferred Shares shall be entitled to receive an amount per share,

subject to the provision for adjustment, equal to 1,000 times the aggregate amount to be

distributed per share to holders of Common Stock;

than as provided for in the Rights Agreement, the Series C Preferred Shares shall not be

Series C Preferred Share shall be junior to all other series of preferred stock as to the

payment of dividends and the distribution of assets unless the terms of any series shall

provide otherwise;

value of one one-thousandth interest in a Preferred Share should approximate the value of one share of Common Stock.

Certificate of Designation, Preferences, and Rights of Series C Preferred Stock, dated May 14, 2026.

Rights Plan, dated as of May 14, 2026, by and between Sharps Technology, Inc.

and VStock Transfer LLC, as rights agent.

Form of Rights Certificate (included as an exhibit to Exhibit 4.1).

Amended and Restated Employment Agreement dated May 13, 2026, by and between Company and Paul K.

Amended and Restated Employment Agreement dated May 13, 2026, by and between Company and Alice Zhang

Code of Ethics

the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange

Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408 of Regulation S-K.

Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation (incorporated by reference to the Ex 3.1 of the Current Report on Form 8K filed with SEC on June 1, 2026)

Employment Agreement dated May 22, 2026, by and between Company and Arthur Levine (incorporated by reference to the Ex 10.1 of the Current Report on Form 8K filed with SEC on May 29, 2026)

Certification of Chief Executive Officers (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Summary of Rights to Purchase Preferred Shares of Sharps Technology, Inc.

(included as an exhibit to Exhibit 4.1).

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

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XBRL Taxonomy Extension Calculation Linkbase Document

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management contract or compensatory plan.

to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its

behalf by the undersigned thereunto duly authorized, on the 14th day of May 2025.

TECHNOLOGY, INC.

behalf by the undersigned thereunto duly authorized, on the 7th day of August 2026.

Chairman and Principal Executive Officer (Principal Executive Officer)

Principal Financial Officer)

Arthur Levine

Financial Officer (Principal Financial Officer)

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

What changed 10-Q

Item 5. Other Information