What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-27 compared with 2024-03-29 · 639 added, 462 removed, 595 unchanged (65% of the section changed)

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on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Sharps Technology, Inc.

have audited the accompanying consolidated balance sheets of Sharps Technology, Inc.

(the “Company”) as of December 31, 2024

and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the year ended

December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles

generally accepted in the United States of America.

and 2023, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each

of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the each of the two years in

the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Concern Uncertainty

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Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

1 unchanged sentence

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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

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

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

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regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

Our audits also included evaluating the accounting principles

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

that our audit provides a reasonable basis for our opinion.

have served as the Company’s auditor since December 20, 2023.

that our audits provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2023.

York, New York

O’CONNOR DAVIES LLP

Park Avenue, New York, NY 10167 I Tel:

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

212.867.8000 or 212.286.2600 I Fax:

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

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and the Board of Directors of Sharps Technology Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Sharps Technology Inc.

and its subsidiary (the “Company”) as

of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and

cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as

of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in conformity with accounting

principles generally accepted in the United States of America.

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

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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

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

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

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

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

PROFESSIONAL ACCOUNTANTS

have served as the Company’s auditor since 2018.

TECHNOLOGY, INC.

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Current Assets

Tax Receivable - VAT

Escrow Deposit ( Note 7 )

Prepaid expenses and other current assets

Inventories, Net ( Note 3 )

Net ( Note 3 )

Current Assets

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Current Liabilities

Accounts payable (Note 4)

Accrued expenses and other

Notes Payable, net of discount (Note 7)

Warrant liability (Notes 8 and 10)

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Stockholders’ Equity:

Preferred stock, $ .0001 par value;

Preferred stock, $ .0001

1,000,000 shares authorized;

1 share issued and outstanding

0 shares issued and outstanding in 2024

Common stock, $ 0.0001 par value;

500,000,000 shares authorized;

15,274,457 shares issued and outstanding and (2022:

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

Additional paid-in capital

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Operating expenses:

Research and development (Note 5)

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

General and administrative

Total operating expenses

( 10,126,650 )

( 8,738,793 )

Loss from operations

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( 1,664,712 )

FMV adjustment on contingent stock & warrants

FMV adjustment on warrants

Other (expense)

Foreign currency and other

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( 9,841,638 )

Shares issued in Initial Public Offering

Issuance of shares for contingent stock liability

Share-based compensation charges

Fractional share adjustment

Issuance of common stock for services

Shares issued in Offering

Shelf Registration Offering – see Note 8

Private Placement Offering – see Note 8

Foreign currency translation

Collection of stock subscription

Balance – December 31, 2023

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Share-based compensation charges

Shares issued in Offering

Shelf Registration Offering – see Note 8

Private Placement Offering – see Note 8

Issuance of Common Stock

Exercise of Pre-Funded Warrants

Warrant Inducements

Cancellation of Preferred Share

Registration A Offering

Share Round-up from Reverse

Warrant exercise

Foreign currency translation

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STATEMENTS OF CASH FLOWS

FLOWS FROM OPERATING ACTIVITIES:

For the year ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 9,296,202 )

$ ( 9,841,638 )

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

and amortization

of common stock for services

of debt discount

for adjustment for contingent stock

adjustment for Contingent warrants and warrants

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

Depreciation and amortization

Stock-based compensation

Accretion of debt discount

FMV adjustment for warrants

( 3,016,936 )

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Deferred tax benefit

issuance costs relating to warrants

exchange loss

in operating assets

Other Asset Adjustment

IPO issuance costs relating to warrants

Escrow forfeited

Foreign exchange (gain)/loss

Changes in operating assets:

Prepaid expenses and other current assets

( 1,441,462 )

payable and accrued liabilities

cash used in operating activities

Accounts payable and accrued liabilities

Net cash used in operating activities

( 6,929,544 )

( 8,507,300 )

FLOWS FROM INVESTING ACTIVITIES:

paid on fixed assets and components

of fixed assets

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of fixed assets

Escrow payment forfeited under agreement

( 1,000,000 )

cash used in investing activities

Net cash used in investing activities

( 1,163,137 )

FLOWS FROM FINANCING ACTIVITIES:

proceeds from Initial Public Offering and additional offerings

of note payable

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from offerings and warrant exercises

Net proceeds from Debt financing

Repayment of Debt

Net cash provided by financing activities

Effect of exchange rate changes on cash

NET INCREASE (DECREASE) IN CASH

( 2,148,867 )

from subscriptions receivable

cash provided by financing activities

of exchange rate changes on cash

INCREASE (DECREASE) IN CASH

( 1,157,989 )

— BEGINNING OF YEAR

— END OF YEAR

DISCLOSURE OF CASH FLOW INFORMATION:

paid for interest

paid for taxes

investing and financing activity:

for Common stock issued for contingent shares

for Warrants issued for contingent warrants

stock issued and vested stock options for fixed assets acquired

stock issued and vested stock options issued as consideration for acquisition

CASH — BEGINNING OF YEAR

CASH — END OF YEAR

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest

Cash paid for taxes

accompanying notes are an integral part of these financial statements.

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

of $ 8,507,300 and has cash of $ 3,012,908 which is not sufficient to fund the Company’s planned operations for the next 12 months.

of $ 6,929,544 and has cash of $ 864,041 which is not sufficient to fund the Company’s planned operations

for the next 12 months.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

The Company’s ability

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

its products into a profitable business.

The Company intends to finance its future development and commercialization activities and its

working capital needs largely from the sale of equity securities and/or with additional funding from other traditional financing sources

until such time that funds provided by operations are sufficient to fund working capital requirements.

The financial statements of the

Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications

of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

acquire or commercialize its products into a profitable business.

The Company intends to finance its future development and commercialization

activities and its working capital needs largely from the sale of equity securities and/or with additional funding from other traditional

financing sources until such time that funds provided by operations are sufficient to fund working capital requirements.

The financial

statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the

amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

preparation of financial statements in conformity with U.S.

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and 2023, the Company had no cash equivalents.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Summary of Significant Accounting Policies (continued)

Concentration of Credit Risk

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

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

To date, the Company has not experienced

any losses on its deposits of cash.

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

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

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Summary of Significant Accounting Policies (continued)

Value Measurements

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used to measure fair value.

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

could cause fluctuations in operating results at the reporting periods.

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

cause fluctuations in operating results at the reporting periods.

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

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

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Summary of Significant Accounting Policies (continued)

assets are stated at cost.

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

Company recorded an impairment of $ 560,000 during the year ended December 31, 2023 and no

impairment during the year ended December 31, 2022.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Summary of Significant Accounting Policies (continued)

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

Identified Intangible Assets

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

EPS includes the 3,381,479 of pre-funded warrants (see Note 8).

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

Diluted EPS gives effect to all dilutive potential common shares outstanding

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As of December 31, 2024,

there were 22,950,155 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.

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

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

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Summary of Significant Accounting Policies (continued)

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

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in a subsequent period.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Summary of Significant Accounting Policies (continued)

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

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

Company operates as one operating segment.

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

Officer and Chief Financial Officer.

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

resources, making operating decisions and evaluating financial performance.

Contingencies

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

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

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

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Summary of Significant Accounting Policies (continued)

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

Reporting (Topic 280):

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

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

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

and allocating resources.

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

within years beginning after December 15, 2024.

The Company adopted the standard.

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

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

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

new guidance on its disclosures within the consolidated financial statements.

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

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

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

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

The new guidance requires disaggregated

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

The Company will adopt the new standard in the annual reporting

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

financial statements.

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

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significant to the accounting for our operations.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

net consisted of the following at December 31, 2024 and 2023:

Schedule of Inventories

Raw materials

Work in process

Finished goods

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

Schedule of Property, Plant and Equipment

Machinery and Equipment

Computer and Website

Total Fixed Assets

Schedule of Fixed

and Equipment

Systems and Website & Other

accumulated depreciation

( 2,115,755 )

Fixed asset, net

expense of fixed assets for the year ended December 31, 2024 and 2023 was $ 736,381 and $ 876,064 , respectively.

Substantially, all of

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

the fourth quarter of 2023, the Company recorded, in Research and Development expenses, an asset impairment of $ 560,000

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

the year ended December 2022, the Company recorded $ 63,612 in fixed asset costs relating to the estimated fair market value for options

granted in 2021 for the acquired machinery.

As of December 31, 2023, the Company has $ 100,000 in remaining payments for machinery purchased,

which is included in accounts payable.

Asset Acquisition

June 2020, the Company entered into a Share Purchase Agreement (“Agreement”) with Safegard Medical (“Safegard”)

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

for $ 2.5 M in cash, plus additional consideration of 28,571 shares of common stock with an estimated fair market value of $ 7.00 , 35,714

stock options with an exercise price of $ 7.00 and 50,000 stock options with an exercise price of $ 4.25 .

The purchase price includes the

fair market value of the common stock of $ 200,000 and the vested options of $ 183,135 .

The Agreements provided the Company various periods

for due diligence and post due diligence, requirements for escrow payments through the closing date (“Closing Date”).

the Closing Date, the Agreements provided the Company with the exclusive use of the facility in exchange for payment of the facility’s

operating costs.

The monthly fee (“Operating Costs”), which primarily covered the facility’s operating costs, was mainly

comprised of the seller’s workforce costs, materials and other recurring monthly operating cost.

the year ended December 31, 2022, the Company had remitted $ 594,000 , respectively for the aforementioned Operating Costs.

The remittance

of operating costs was discontinued after the Closing Date.

These costs were included in research and development expense in the consolidated

statement of operations as the activities at the facility in 2022 were related to design and testing of the Company’s products.

Substantially, all of the Company’s

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

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

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

for current product requirements.

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

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

molds not used for current products in production.

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

in remaining payments for machinery purchased

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

TECHNOLOGY, INC.

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THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Asset Acquisition (continued)

acquisition of Safegard, which closed on July 6, 2022, did not meet the definition of a business pursuant to ASC 805-10, and accordingly

was accounted for as an asset acquisition in accordance with ASC 805-50.

The cost of the acquisition was $ 2,936,712 , including transaction

costs of $ 53,576 , with the allocation to the assets acquired on a relative fair value basis.

The intangibles relate to permits and a

limited workforce acquired.

Under ASC 805-50, no goodwill is recognized.

The operating results for Safegard are included in the consolidated

balance sheet and consolidated statements of operations for the period beginning after the closing on July 6, 2022.

Asset Acquisition

In June 2020, the Company entered into a Share

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

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

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

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

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

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

The monthly fee (“Operating Costs”), which

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

recurring monthly operating cost.

The acquisition of Safegard, which closed on

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

in accordance with ASC 805-50.

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

to the assets acquired on a relative fair value basis.

The intangibles relate to permits and a limited workforce acquired.

Under ASC 805-50,

no goodwill is recognized.

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

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

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

Schedule of Fair Value of the Assets Acquisition

Schedule of Fair Value of Assets Acquisition

Building and affixed assets

4 unchanged sentences

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

assets as of December 31, 2023 and 2022 are summarized as follows:

Schedule of Other Assets

Intangibles, net

Deposits or advance payments on machinery, molds and components (see Note 15)

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

Amortization for the year ended December

31, 2023 was $ 15,184 .

Note Purchase Agreement

December 14, 2021, the Company entered into a Note Purchase Agreement (“NPA”) with three unrelated third-party purchasers

(“Purchasers”).

The Purchasers provided financing to the Company in the form of bridge financing, aggregating principal of

$ 2,000,000 (the “Notes”).

The principal under the Notes shall be payable on the earlier of (i) December 14, 2022, and (ii)

the date on which the Company consummates an initial public offering (“IPO”), herein referred to as the “Maturity Date”.

The Notes bore interest at 8 % with interest payments due monthly.

The Company and the Purchasers had entered into a Security Agreement

whereby the Notes were collateralized by substantially all the assets of the Company, both tangible and intangible both currently owned

with stated exclusions, as defined, and any future acquired with stated exclusions, as defined.

TECHNOLOGY, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Note Purchase Agreement (continued)

NPA provided for covenants that until all of the Notes have been converted, exchanged, redeemed or otherwise satisfied in accordance

with their terms, the Company shall not, and the Company shall not permit any of its subsidiaries without the prior written consent of

the Purchasers:

a) incur or guarantee any new debt, b) issue any securities that would cause a breach or default under the NPA, c) incur

any liens other than permitted, d) redeem or repurchase shares, e) declare or pay any cash dividend or distribution, e) sell, lease or

dispose of assets other than in the ordinary course of business, or f) engage in different line of business.

additional consideration to the Purchasers for providing the financing, the Company also agreed to a) issue each Purchaser a number of

shares of the Company’s Common Stock equal to 50% of the original principal amount of each Purchaser’s Note (the “Contingent

Stock”) and b) issue each Purchaser a number of warrants, which would allow the Purchasers to purchase additional shares of the

Company’s Common Stock, equal to 50% of the original principal amount each Purchaser’s Note for a term of 5.0 years (the

“Contingent Warrants”).

both the Contingent Stock and the Contingent Warrants, the number of shares and warrants that each Purchaser will be issued was unknown

at the time of the NPA and was determined based on a formula of 50% of the original principal amount divided by a “Subsequent Offering

Price” based on the valuation in a future offering of Common stock or other equity interest in the Company (such offering referred

to as a “Consummated Offering”) during the period beginning on December 14, 2021 through and including the date the Company

consummates an initial public offering (“IPO”) (such period referred to as the “Subsequent Offering Period”).

accordance with ASC 480-10-25-14, a fixed monetary amount exists at inception for the total value of Contingent Stock that may be issued

to each Purchaser.

The Contingent Stock is not considered outstanding at inception, as it will only be issued upon the consummation of

a Consummated Offering, and accordingly, is a conditional obligation.

As such the fair market value (“FMV”) of the Contingent

Stock at inception was $ 677,000 , which was recorded as debt discount.

Similarly, a fixed monetary amount further exists at inception

for the total value of Contingent Warrants that may be issued to each Purchaser.

Accordingly, a conditional obligation exists and as

such the FMV of Contingent Warrants at inception was $ 585,000 , which was recorded as debt discount.

The Company incurred $ 197,500 of

debt issuance costs associated with the NPA.

The debt issuance costs were allocated between the Notes, Contingent Stock and Contingent

Warrants in a manner that was consistent with the allocation of the proceeds of the Notes.

The portion of the debt issuance costs which

were allocated to the Contingent Stock and Contingent Warrants, which was $ 124,460 , was expensed during the year ended December 31, 2021.

The debt issuance costs allocated to the Notes were recorded as a debt discount.

Contingent Stock and Contingent Warrant liabilities were measured at FMV on the date of issuance (based on the Black-Scholes valuation

inception, the Notes were recorded at the net amount of approximately $ 665,000 , after adjusting for debt discounts of approximately $ 1,335,000

relating to the debt issuance costs, Contingent Stock and Contingent Warrants.

Management calculates the effective interest rate (“EIR”)

to consider the potential repayment at redemption date by reference to the face value amount after taking into account the stated 8 %

interest rate.

In 2022, through the repayment date, the Company recorded interest expense of $ 39,111 and accreted interest of $ 1,299,895

and repaid the $ 2,000,000 in Notes with proceeds from the IPO that closed on April 19, 2022.

value of the Contingent Stock and Contingent Warrants is required to be re-measured at FMV at each reporting date, using either the Black-Scholes

valuation model or other valuation method, if deemed more appropriate, with recognition of the changes in fair value to other income

or expense in the consolidated statement of operations in accordance with ASC 480, Debt and Equity.

On April 19, 2022, the Company issued

235,295 shares of Common Stock to settle the Contingent Stock liability, re-measured the liability at its estimated FMV based on the

stock’s trading price and reclassified $ 496,000 to Common Stock Par Value and Additional Paid in Capital.

connection with the closing of the IPO, 235,295 warrants were issued to settle the Contingent Warrant liability (“Note Warrants”)

with an exercise price of $ 4.25 adjusted to $ 0.64 at September 29, 2023, based on anti-dilution terms in the warrants.

The terms of the

Note Warrants continue to require classification as a liability under ASC 815 with recognition of the changes in fair value to other

income or expense in the consolidated statement of operations in accordance with ASC 480 Debt and Equity.

(See Notes 8 and 10)

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

Schedule of Other Assets

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

Amortization for the years ended

December 31, 2024 and 2023 was $ 14,117

and $ 15,184 ,

respectively.

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

Debt Financing

On September 20, 2024, the Company entered

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

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

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

unregistered shares of the Company’s Common Stock.

The aggregate gross proceeds to the Company were approximately $ 3.5

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

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

The Note and the common stock were recorded at the relative

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

The aforementioned expenses were allocated

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

accordance with ASC 505-10.

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

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

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

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

Securities and Exchange Commission (the

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

within forty-five (45) calendar days following the

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

The Company filed the required resale registration statement on

October 23, 2024.

The Note was repaid upon maturity.

(See Note 16)

Stockholders’ Equity

10 unchanged sentences

stock decreased from $ 0.001 to $ 0.0001 per share.

July 2024, the shareholders approved the increase of the authorized common stock from 100,000,000 to 500,000,000 which was subsequently

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

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

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

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

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

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

effective October 15, 2024.

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

reverse stock split.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Stockholders’ Equity (continued)

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

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

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

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

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

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

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

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

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

On September 23, 2024,

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

(pre-reverse – 5,700,006 )

shares of unregistered common stock.

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

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

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

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

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

recorded in Additional Paid in Capital of $ 1,296,903 .

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

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

and Exchange Commission under the Securities Act of 1933, as amended on May 21, 2024, and qualified on May 30, 2024.

May 30, 2024, the Company offered warrant inducements (the “Inducement Agreement”) to certain warrant holders (the “Warrant

Holders”) which references the warrants registered for sale under both the registration statements on Form S-1 (file No.

and/or the registration statement on Form S-1 (File No.

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

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

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

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

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

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

(“Inducement Warrants”).

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

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

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

placement agent and other expenses of $ 285,000 .

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

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

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

terms in the respective warrant agreements.

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

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

(See Note 10)

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

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

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

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

$ 2.5 million,

includes the value of the pre-funded warrants recorded in Additional Paid in Capital, net of $ 362,000

in fees relating to the placement agent and other offering expenses.

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

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

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

other offering expenses.

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

In connection with the Shelf Offering, the Company issued 3,618,521

shares of common at a purchase price of $ 0.64

per unit and 800,000

pre-funded warrants at $ 0.639

per pre-funded warrants.

The exercise price of the pre-funded warrants will be $ 0.001

The second offering, the

securities purchase agreement offering (“Private Placement”) with institutional investors and the Company received net

proceeds from the Private Placement of approximately $ 2.4 million, net of $ 354,000 in fees relating to the placement agent and other

offering expenses.

In connection with the Private Placement, the Company issued:

(i) 2,581,479 PIPE Shares (or PIPE Pre-Funded Warrants

in lieu thereof) and (ii) PIPE Warrants (non-trading) to purchase 8,750,003 shares of our common stock, at a combined purchase price

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

The PIPE Warrants have a term of five and one-half ( 5.5 ) years from the issuance

date and are exercisable for one share of common stock at an exercise price of $ 0.64 .

The net proceeds, after reflecting par value,

has been recorded in Additional Paid in Capital of $ 1.6 million and with respect to the PIPE Warrants recorded as a liability under

ASC 815 of $ 985,204 .

On October 16, 2023, the Company filed an S-1 (Resale) Registration Statement in connection with the Private

Placement and on October 26, 2023 the S-1 went effective.

At December 31, 2023 the warrant liability is $ 1,036,875 .

In connection with the Shelf Offering, the

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

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

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

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

The second offering, the securities purchase agreement

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

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

In connection with

the Private Placement, the Company issued:

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

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

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

The PIPE Warrants had a term of five and

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

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

See Note 8(a) Warrants

below for further adjustment.

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

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

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

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

were fully exercised in 2024.

(See Note 10).

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

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

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

The Offering was priced at the market under Nasdaq rules.

In connection with the Offering, the Company issued 2,248,521 units

at a purchase price of $ 1.69 per unit.

Each unit consists of one share of common stock and one non-tradable warrant exercisable for one

share of common stock at a price of $ 1.56 , adjusted to $ 0.64 at September 29, 2023, based on anti-dilution terms in the warrants.

warrants have a term of five years from the issuance date.

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

in connection with the Offering.

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

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

Each unit consisted of one share of common stock

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

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

terms in the warrants and a term of five years .

See Note 8(a) for further adjustment.

The Offering Warrants have a term of five years

from the issuance date.

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

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

(See Note 10)

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

Company issued and sold an aggregate of 3,750,000 units (“Units”), each consisting of one share of common stock and two warrants,

to purchase one share of common stock for each whole warrant, with an initial exercise price of $ 4.25 per share and a term of five years .

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

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

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

partially exercised with respect

to 1,125,000 warrants on April 19, 2022.

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

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

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

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

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

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

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

partially exercised with respect to 51,136

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

TECHNOLOGY, INC.

9 unchanged sentences

(See Note 10)

the year ended December 31, 2022, the Company issued 235,000 shares of common stock at the trading stock price in connection with services

provided to the Company and recorded a charge of $ 290,551 , In addition, the Company issued 235,295 common shares relating to the Note

Purchase agreement.

In connection with a one-year advisory services arrangement entered into in April 2023, the Company issued 495,000

warrants during the year ended December 31, 2023 at an exercise price of $ 1.56 .

In September 2024, the Company reduced the exercise price of

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

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

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

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

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

In connection with the Inducement Warrants in the second quarter

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

The Inducement

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

The Inducement Warrants are

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

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

In connection with

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

(pre reverse - 630,000 )

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

(pre reverse -$ 1.56 )

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

the Company issued

6,136 (Pre- reverse – 135,000 )

22,500 (Pre-reverse 495,000 )

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

(pre-reverse - $ 1.56 ).

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

The FMV of the warrants recorded for the year end ended

December 31, 2023 was $ 42,915

as computed using the Black Sholes valuation model.

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

The assumptions for the year ended December 31,

a) expected volatility – 33.46 %

c) risk free rate- 4.2 %

and d) dividend rate – 0 %.

The assumptions for the year ended December 31, 2023, were:

3 unchanged sentences

and d) dividend rate – 0 %.

In connection with the Private Placement in September 2023, the Company issued 8,750,003 non-trading PIPE Warrants as a component

of the Unit as noted in Common Stock above.

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

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

The PIPE Warrants are classified as a

liability based on ASC 815.

At the issuance date and December 31, 2023, the liability was $ 985,204 and $ 1,036,875 , respectively and

for the year ended December 31, 2023 a FMV loss adjustment of $ 51,671 was recorded (See Note 10).

In connection with the Offering in February 2023, the Company issued 2,248,521 non-trading warrants Offering Warrants as a component

of the Unit as noted in Common Stock above.

In connection with the

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

(pre-reverse - 8,750,003 )

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

The PIPE Warrants were recorded at the FMV,

computed using the Black Sholes valuation method.

The PIPE Warrant’s liability requires remeasurement at each reporting

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

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

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

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

For the year ended December 31, 2023, the Company recorded a FMV gain (loss) adjustment of $( 51,671 ),

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

In connection with the Offering in February 2023, the Company

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

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

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

The Offering Warrants are classified

as a liability based on ASC 815.

At the issuance date and at December 31, 2023 the liability was $ 455,326 and $ 234,072 , respectively.

The Offering Warrants were recorded at the FMV,

computed using the Black Sholes valuation method.

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

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

referred to in Note 10.

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

are fully exercised in 2024.

(See Note 10).

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

warrants (Trading Warrants) as a component of the Units and 1,125,000

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

The Trading and Overallotment Warrants were

recorded at the FMV, being the trading price of the warrants, on the IPO effective date and the Warrants are classified as a

Liability based on ASC 815.

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

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

The Trading and Overallotment Warrants were recorded at

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

The Warrant liability requires remeasurement at each reporting period.

At December 31, 2023 and 2022,

the liability was $ 1,121,250 .

During years ended December 31, 2023 and 2022, the Company recorded a FMV loss (gain) adjustment of $ 0

and $( 4,784,559 ), respectively

(See Note 10).

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

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

TECHNOLOGY, INC.

2 unchanged sentences

Stockholders’ Equity (continued)

The Company has issued 235,295

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

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

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

The Note Warrants have an exercise price of $ 93.50 (

and a term of five years .

At December 31,2023 and 2022, the liability was $ 30,588 .

During the years ended December 31, 2023 and 2022, the Company recorded a FMV loss (gain) of $ 0

and ($ 127,059 ),

respectively.

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

30,159 and $ 0 , respectively.

(See Note 10)

The underwriter received 187,500

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

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

The Warrants have an exercise price of $ 5.32

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

and are exercisable after October 9, 2022.

The FMV at the date of issuance was $ 228,750

computed using the Black Sholes valuation model with the following assumptions:

a) volatility of 93.47 %, five -year

term, risk free interest rate 2.77 %

dividend rate.

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

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

with the following assumptions:

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

These warrants

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

Preferred Stock

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

and Director.

The Series A Preferred Stock entitles the holder to vote on any matters related to the election of directors and was reduced

from 50.1 % at December 31, 2022 to 29.5 %, effective with the IPO.

The Series A Preferred Stock has no right to dividends, or distributions

in the event of a liquidation and is not convertible into common stock.

In the event the Company is sold during the two-year period following

completion of IPO at a price per share of more than 500% of the initial offering price per Unit in the IPO, the Series A Preferred Stock,

as in effect upon completion of the IPO, will entitle the holder to 10 % of the total purchase price.

(See Note 15)

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

co-founder and Director.

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

of directors.

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

The two year provision after the IPO that if

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

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

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

connection with final settlement with Mr.

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

any further consideration.

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

the Company (See Note 15).

Warrant Liability

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

consolidated balance sheet.

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

fair value presented within the consolidated statement of operations, The non-trading warrants, related to the February 2023 and September

2023 offerings, are valued using the Black-Scholes pricing model.

The assumptions for the year ended December 31, 2023 were as follows:

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

accompanying consolidated balance sheet.

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

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

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

The assumptions for the

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

(See Notes 7 and 8)

of Fair Value of Warrant

December 31, 2024

December 31, 2023

Expected term (years)

1 unchanged sentence

58.78 % to 121.32 %

45.30 % to 70.44 %

Risk-free interest rate

3.41 % to 4.56 %

3.53 to 4.54 %

Dividend rate

5 unchanged sentences

Offering Warrants – September 2023

Offering Warrants – May 2024

Total Warrant Liability

Warrants outstanding at December 31, 2023 and 2022 were as follows:

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Warrant Liability (continued)

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

of Warrant Outstanding

3 unchanged sentences

Offering Warrants – September 2023

Offering Warrants – May 2024

Warrants issued for services arrangement

Total Warrants Outstanding

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Warrant Liability (continued)

the years ended December 31, 2023 and 2022 the FMV loss (gain) adjustment, which is reflected in the FMV adjustment on Warrants in the

Consolidated Statements of Operations was ($ 169,583 ) and ($ 4,784,559 ), respectively.

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

Consolidated Statements of Operations was $ 3,016,935

and $ 169,583 ,

respectively.

Stock Options

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

“2023 Plan”), to provide for the issuance of up to 1,400,000 options and/or shares of restricted stock be available for issuance

to officers, directors, employees and consultants.

The 2023 Plan was subsequently updated to provide for the issuance of up to 3,500,000

options and/or shares of restricted stock.

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

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

options and/or shares of restricted stock be

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

On January 24, 2023, the Company’s Board

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

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

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

of restricted stock.

The 2023 Plan was approved by shareholders at the annual meeting

summary of options granted and outstanding is presented below.

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

of Stock Options Granted and Outstanding

Outstanding at Beginning of year

Outstanding at end of year

Exercisable at end of year

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

at Beginning of year

Forfeited/cancelled

at end of year

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Stock Options (continued)

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

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

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

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

the respective grant dates.

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

44,318 (pre-reverse –

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

2 unchanged sentences

The Options are exercisable

at $ 1.37 per share which was the closing price on January 25, 2023.

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

the closing price on the grant date ranging from $ 0.82 to $ 1.30 .

During the year ended December 31, 2023, 660,000 Options have been granted under the 2023 Equity Incentive Plan and the remaining 405,000 Options were issued under the 2022 Equity Incentive Plan.

At December 31, 2023, 1,748,836 Options are outstanding under the 2022 Equity Incentive Plan.

the years ended December 31, 2023 and 2022, the estimated weighted-average grant-date fair value of options granted was $ .80

per share and $ 1.63

per share, respectively.

As of December 31, 2023 and 2022, there was $ 498,454

and $ 475,097 ,

respectively, of unrecognized stock-based compensation related to unvested stock options with a weighted average fair value of $ .94 and $ 2.05 per share, respectively, which is expected to be recognized over a

weighted-average period sixteen months as of December 31, 2023.

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

4,090 (pre-reverse

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

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

reverse effected.

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

and $ 17.60 per share, respectively.

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

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

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

following table summarizes information about options outstanding at December 31, 2024:

1 unchanged sentence

Intrinsic Value

Weighted Average

Contractual Life

Intrinsic Value

on Exercisable

$ 18.04 to 20.24

$ 26.62 to 30.58

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

2 unchanged sentences

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

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Stock Options (continued)

2023 and 2022, the Company recognized stock-based compensation expense of $ 920,108 , of which $ 906,745 and $ 13,363 was recorded in general

and administrative and research and development expenses, respectively and $ 1,012,592 , of which $ 915,797 and $ 96,795 was recorded in

general and administrative and research and development expenses, respectively.

Further, in 2022, the Company recorded stock-based charges

of $ 63,612 relating to purchase of machinery (See Note 4) and $ 60,435 relating to an Acquisition.

(See Note 5.)

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

model with the following assumptions:

In 2024 and 2023, the Company recognized stock-based

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

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

expenses, respectively.

The fair value of stock option awards accounted for

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

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

of Fair Value of Stock Option Awards

1 unchanged sentence

Expected volatility

75.40 % to 89.93

100.81 % to 110.74

Risk-free interest rate

3.71 % to 4.27

2.90 % to 3.47

Dividend rate

reconciliation of the Federal statutory rate of 21 % and 28 % in the years ended December 31, 2023 and 2022, respectively to the total

effective rate applicable to income (loss) is as follows:

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Stock Options (continued)

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

was recorded in general and administrative and

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

was recorded in general and administrative and

research and development expenses, respectively.

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

rate applicable to income (loss) is as follows:

of Reconciliation of Federal Statutory Rate to Total Effective Rate

11 unchanged sentences

Deferred tax assets (liabilities):

$ ( 281,073 )

Fixed assets, net of impairments

$ ( 281,073 )

34 unchanged sentences

of the tax loss carryforwards.

Utilization of the U.S.

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

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

The Company has not performed an analysis,

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

taxes assets are fully offset by a valuation allowance.

geographical components of loss before income taxes consisted of the following for the years ended December 31:

5 unchanged sentences

( 1,830,789 )

( 1,697,831 )

(Loss) Income before taxes

17 unchanged sentences

of Assets and Liabilities Measured at Fair Value on Recurring Basis

Fair Value Measurements Using

Total assets measured at fair value

Warrant liability

Total liabilities measured at fair value

Value Measurements Using

assets measured at fair value

liabilities measured at fair value

of December 31, 2023, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the

6 unchanged sentences

Assets and Other

December 31, 2023, the remaining amounts due under outstanding orders of $ 56,874 is recorded in Accounts Payable.

At December 31, 2022,

the Company has outstanding orders to purchase equipment, molds and component parts for research and development of $ 609,953 of which

advance payments of $ 209,678 have been made and recorded in Other Assets (See Note 6).

At December 31, 2024 and 2023, the remaining amounts due under outstanding

orders of $ 12,166 and $ 56,874 , respectively, is recorded in Accounts Payable.

At December 31, 2024, the Company had outstanding orders

to purchase equipment, molds and component parts for $ 36,500 of which $ 24,333 is within Other Assets and the balance to be incurred and

paid upon completion.

TECHNOLOGY, INC.

5 unchanged sentences

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

The Company is currently not

involved in any material litigation or other loss contingencies.

July 10, 2024, Barry Berler (“Berler”), a co-founder and former Chief Technology Officer of the Company, commenced a

lawsuit in the United States District Court for the Eastern District of New York, Barry Berler v.

Sharps Technology, Inc.

Blackman, Case No.

2:24-cv-04787.

In this case, Berler asserts claims for damages of an aggregate of $ 456,000 for

failure to make full payment of certain monthly payments under his consulting agreement with the Company (the “Consulting

Agreement”) in the amount of $52,500, (2) failure to pay a bonus with a target of $216,000 under the Consulting Agreement, (3)

$187,500, representing 50% of the severance payment paid by the Company to Mr.

Blackman, the Company’s co-founder and former

Chief Operating Officer and Co-Chairman and a declaration and injunctive relief establishing that Berler is the rightful owner of

50% of the Company’s Series A Preferred Stock (which preferred stock is no longer outstanding).

Company has accrued for the claim for aforementioned unpaid monthly consulting fees.

The Company believes that Berler’s claims

are without merit, intends to defend itself vigorously and has requested dismissal of these claims and no amounts have been reserved

for the bonus and severance at his point.

In addition, on September 17, 2024, the Company filed an answer and counterclaims with

respect thereto, including for recoupment of certain compensation the Company has previously paid to Berler.

February 27, 2025 the Company filed an amended answer and counterclaims

against Berler,Plastomold Industries Ltd.

(“Plastomold”), Plasto Design Ltd and Plasto Design

June l7, 2024, Berler filed a demand for arbitration and statement of claim under the commercial arbitration rules of the American Arbitration

Association (“AAA”) asserting claims for payment of $ 500,000 plus interest, under the Company’s royalty agreement with

Berler, as amended, rescission thereof and reversion to Berler of the intellectual property rights subject thereto.

The Company believes

that Berler’s claims are without merit and intends to defend itself vigorously in connection with these claims.

April 3, 2024, Plastomold commenced a lawsuit against the Company in the United States District Court for the Eastern District of

New York, Plastomold Industries Ltd v.

Sharps Technology, Inc., Case No.

2:24-CV-02580, asserting claims for damages in the amount

million for alleged (1)

failure to pay invoices, of which approximately $1 million would relate to a maintenance agreement for units allegedly manufactured

and sold using machinery that was defective and has never successfully produced any saleable products, (2) breach of the implied

covenant of good faith and fair dealing, (3) unjust enrichment, and (4) conversion.

Plastomold asserts it provided certain products

and services to the Company for which its invoices were not fully paid.

The Company believes that Plastomold’s claims are

without merit and intends to defend itself vigorously and no amounts have been reserved at this point.

On June 3, 2024, the Company filed an answer and affirmative defenses

and counterclaim, which counterclaim is for damages that the Company believes would exceed the claims asserted by Plastomold, based

on the insufficiency of Plastomold’s services and the results thereof, including the failure to provide machinery capable of

reliably manufacturing the designated products in compliance with design specifications and functionality requirements, and with

respect to which test results failed.

connection with the purchase of certain intellectual property in July 2017, Barry Berler and Alan Blackman entered into a royalty agreement

11 unchanged sentences

change in control as such the 2 % royalty remains in place.

August 1, 2022, the Company cancelled the consulting agreement with Alan Blackman, Co- Chairman and Chief Operating Officer and entered

into an Employment Agreement which provides for annual salary of $ 256,000 , which provides for increases, and provisions compensation

adjustments, expense and tax differential reimbursements, benefits and bonuses.

As of September 1, 2022, the annual salary is $ 320,000 .

At June 30, 2022, the Company approved and accrued a $ 250,000 bonus to Mr.

Blackman for services provided in 2022, of which $ 65,000 was

paid subsequent to December 31, 2022.

August 1, 2022, the Company cancelled the consulting agreement with Alan Blackman, Co- Chairman and Chief Operating Officer and

entered into an Employment Agreement.

The Company terminated Mr.

Blackman’s Employment Agreement effective May 1, 2023.

continued to serve as the Co-Chairman and a member of the Board of Directors.

Subsequent to June 30, 2023, the Company and Mr.

entered into a separation agreement whereby, Mr.

Blackman will be paid severance payments of approximately $ 346,000 , which was recorded

as an expense and an accrued expense as of June 30, 2023, over thirteen months, continue his medical benefits for such period with a

cost of approximately $ 29,000 which has been accrued at June 30, 2023.

Blackman continued to serve as the Co-Chairman and a member of the Board of Directors.

Subsequent to June 30, 2023, the Company and

Blackman entered into a separation agreement whereby, Mr.

Blackman would be paid severance payments of approximately $ 346,000

plus medical benefits over thirteen months ,

which was recorded as an expense and an accrued expense as of June 30, 2023 The severance payments were fully paid by August 31,

At December 31, 2023, the outstanding balance due Mr.

is $ 218,000 , which is recorded in accrued expenses.

Further, all unvested options were fully vested and the Company recorded a charge

of $ 60,000 .

Blackman was $ 218,000 ,

which is recorded in accrued expenses.

Further, all unvested options were fully vested and the Company recorded a charge of $ 60,000 .

In connection with the separation agreement, Mr.

Blackman no longer serves as Co-Chairman or Board member and has agreed

to vote his Series A Preferred Stock in favor of the election, reelection, and/or designation of each individual nominated to serve as

a director on the Board of Director as shall be identified in an applicable proxy statement filed by the Company for such election of

Blackman no longer served as Co-Chairman or Board member and had agreed to vote his

Series A Preferred Stock in favor of the election, reelection, and/or designation of each individual nominated to serve as a

director on the Board of Director as shall be identified in an applicable proxy statement filed by the Company for such election of

Once the payments due Mr.

Blackman are fully paid, the Series A Preferred Stock shall be deemed immediately cancelled and

Blackman were fully paid, the Series A Preferred Stock were deemed immediately cancelled and

forfeited and without further consideration.

The Series A Preferred shall at such time be returned to the status of an authorized but

unissued share of preferred stock of the Company.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Commitments and Contingencies (continued)

The Series A Preferred has been returned to the status of an authorized but unissued

share of preferred stock of the Company.

September 30, 2022, the Company entered into a formal employment agreement, effective on such date and will continue until terminated

9 unchanged sentences

The agreement contains customary employment terms and conditions.

October 2022, the Company entered into a service agreement (“Service Agreement”) with an unrelated third-party for marketing

and investor relations services.

The Service Agreement, which has a term of one year, has various deliverables and provides payments

to the third party as follows;

a) an initial fee of $ 90,000 , b) monthly fees through the term of $ 12,500 , c) 200,000 shares of restricted

common stock and d) $ 300,000 specifically related to digital marketing activities.

As stated in Note 8, the 200,000 shares of restricted

common stock were valued at $ 230,000 , representative of the trading price on the issuance.

February 9, 2023, the Company, appointed Justin Page, as Vice President of Technical Operations with a start date of February 15, 2023.

The agreement provides for annual compensation of $ 235,000 and Options to purchase 50,000 shares of Common Stock at the exercise price

of $ 1.30 , the closing price on the grant date.

During the course of the term, Mr.

Paige will be eligible for (i) performance bonuses

to be granted at the discretion of the Company’s Compensation Committee and (ii) to participate in the Company’s Equity Incentive

The agreement contains customary employment terms and conditions and provides for severance of six months if a change in control

occurs, as defined.

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Commitments and Contingencies (continued)

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

11 unchanged sentences

the agreement provides for benefits and paid time off.

On May 20, 2024, the Company entered into an Amendment to the Asset Purchase Agreement dated September 22, 2023,

with Nephron and Nephron’s InjectEZ, LLC, (collectively, the “Seller”).

The September 22, 2023 agreement superseded

the manufacturing and supply agreement entered into in connection with the NPC Agreement on September 29, 2022, and the Nephron Agreement

entered into on September 29, 2022.

The Amended Asset Purchase Agreement includes the purchase of certain assets.

In connection with the

Asset Purchase agreement, the Company paid a non-refundable deposit of $ 1 M to be held in escrow as a deposit on the purchase price.

Asset Purchase agreement stipulated that the $ 1 M deposit would be maintained until July 19, 2024, at which date, if the contemplated transaction

was not consummated, through no fault of the Seller, the escrow would be released to the Seller by the escrow agent.

The escrow deposit

of $ 1,000,000 was released to the Seller and recorded in Other Expense as a forfeited agreement cost in the three months ended June 30,

As stated above, The Company and Seller continue to work towards a further amendment of the Asset Purchase Agreement.

of the Asset Purchase Agreement is contingent on obtaining further amendments and the necessary financing.

There can be no assurance that

the closing of the asset sale will occur.

Subsequent Events

January 2024, the holders of 398,441

of pre-funded warrants exercised their warrants

at the exercise price of $ .001 .

January 29, 2025, the Company closed on an offering the (“2025 Offering”) and received gross proceeds of approximately

million, before deducting underwriting fees and other offering expenses payable by the Company.

The net proceeds were approximately

of which $ 4.2 M

was used to repay the outstanding Notes (see Note 7).

2025 Offering consisted of 14,285,714 units consisting of 9,029,814 Common Units with gross proceeds of $ 12.6 M and 5,255,900 Pre-Funded

Units with gross proceeds of $ 7.4 M, with each unit consisting of one share of Common Stock.

In addition, each unit includes;

Series A Registered Common Warrant to purchase one share of Common Stock per warrant at an exercise price of $ 1.75 (“2025 Series

A Warrant”) and (ii) one Series B Registered Common Warrant to purchase one share of Common Stock per warrant at an exercise price

of $ 1.75 or pursuant to an alternative cashless exercise option (“2025 Series B Warrant”), collectively, the 2025 Warrants.

The public offering price per Common Unit was $ 1.40 or $ 1.3999 for each Pre-Funded Unit, which is equal to the public offering price

per Common Unit sold in the offering minus an exercise price of $ 0.0001 per Pre-Funded Warrant.

The Pre-Funded Warrants are immediately

exercisable and may be exercised at any time until exercised in full.

Immediately after closing 4,980,900 of the Pre-funded units were

exercised and the Company received $ 498 in proceeds.

The 2025 Series A Warrants are exercisable immediately and expire 60 months after

stockholder approval.

The number of securities issuable under the 2025 Series A Warrants is subject to adjustment.

The 2025 Series B

Warrants are exercisable immediately and expire 30 months after stockholder approval.

The number of securities issuable under the 2025

Series B Warrants is subject to adjustment.

Company granted Aegis Capital Corp.

(“Aegis”) an overallotment, being a 45-day option to purchase additional shares of Common

Stock and/or Warrants of (i) up to 15.0% of the number of shares of Common Stock sold in the offering, (ii) up to 15.0% of the number

of 2025 Series A Warrants sold in the offering and (iii) up to 15.0% of the number of 2025 Series B Warrants sold in the offering.

purchase price per additional share of Common Stock is equal to the public offering price of one Common Unit (less $0.00001 allocated

to each full Warrant), less the underwriting discount.

The purchase price per additional 2025 Warrant is $0.00001.

On January 29, 2025,

Aegis exercised its over-allotment option with respect to 2,142,857 , 2025 Series A Warrants and 2,142,857 , 2025 Series B Warrants and

the Company received net proceeds of approximately $ 43 .

2025 Offering was made pursuant to an effective registration statement on Form S-1 (No.

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

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

TECHNOLOGY, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

17 – Segment Reporting

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

date, the Company has not generated any product revenue.

The Company expects to continue to incur expenses and operating losses for the

foreseeable future as marketing and sales of its products commence.

CODM assesses the performance of and decides how to allocate resources for the one segment based on Consolidated Net Loss.

Further, EBITDA

(earnings before interest, taxes, depreciation and amortization), which is not presented on the face of the Consolidated Statements of

Operations, is used to assist with the measurement of segment performance and allocate resources.

The CODM also uses Net Loss and EBITDA,

to decide the level of investment in various operating activities and other capital allocation activities.

measure of segment assets is reported on the Consolidated Balance Sheets as Consolidated Total assets.

following table presents the Company’s segment results for the years ended:

of Company’s Segment

For the year ended

December 31, 2024

For the year ended

December 31, 2023

Research and development – Note A

General and administrative – Note B

Depreciation and amortization

Asset Impairment

Interest income (expense)

FMV (gain) adjustment on warrants

( 3,016,936 )

Other expense

Foreign currency and other

Segment and Consolidated Net loss Before Provision for Taxes

$ ( 9,326,202 )

$ ( 9,871,638 )

Deferred Tax Benefit

Segment and Consolidated Net Loss

( 9,296,202 )

( 9,841,638 )

As of and For Year Ended December 31

Total Consolidated Assets

Capital Expenditures

(A)-net of depreciation and amortization and impairments and (B) -net of depreciation and amortization

Changes in and Disagreements with Accountants

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data