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Item 9A. Controls and Procedures

2025-03-27 compared with 2024-03-29 · 180 added, 201 removed, 290 unchanged (57% of the section changed)

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of Disclosure Controls and Procedures

We maintain disclosure controls and procedures

that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and

communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions

regarding required disclosure.

Because of its inherent limitations, internal control over financial reporting may not prevent or

detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

As required by Rules 13a-15(b)

and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2023 was conducted under the supervision and with the participation

of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on this evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2023, were effective at the reasonable assurance level.

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that

such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as

appropriate, to allow timely decisions regarding required disclosure.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2024 was conducted under the supervision

and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness

of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on this evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2024,

were effective at the reasonable assurance level.

Report on Internal Control over Financial Reporting

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the degree of compliance with the policies or procedures may deteriorate.

the course of preparing this Report and the Consolidated Financial Statements included herein, our management conducted an

evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 using the criteria issued

by the Committee of Sponsoring Organizations of the Treadway Commissions (COSO) in the Internal Control-Integrated Framework

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31,

2023 our internal control over financial reporting was effective as of December 31, 2023.

the course of preparing this Report and the Consolidated Financial Statements included herein, our management conducted an evaluation

of the effectiveness of our internal control over financial reporting as of December 31, 2024 using the criteria issued by the Committee

of Sponsoring Organizations of the Treadway Commissions (COSO) in the Internal Control-Integrated Framework (2013).

Based on that

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2024 our internal control over

financial reporting was effective as of December 31, 2024.

Management has reviewed its assessment with the Audit Committee.

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

Executive Officers:

Chief Executive Officer and Director

Chief Financial Officer

Non-Executive Directors

Soren Bo Christiansen, MD

Brenda Baird Simpson

Executive Officer and Director

Financial Officer

Non-Executive

Bo Christiansen, MD

Baird Simpson

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

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Soren Bo Christiansen

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

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

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

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

in September 2021.

Christiansen worked for Merck & Co.

for 30 years in Denmark, USA and Switzerland.

VP Merck Vaccines (head of

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

was President for Europe, Middle East, Africa and Canada.

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

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

He holds a medical degree from University of Copenhagen Denmark.

Christiansen’s

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

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

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

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Danner, Timothy J.

Ruemler, Brenda Baird Simpson and Jason L.

Ruemler and Mr.

Ruemler, Brenda Baird Simpson

Simpson and Mr.

Monroe are “ independent directors ” within the meaning

of the Listing Rules of the Nasdaq Stock Market.

Monroe are “ independent directors ” within

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

Relationships

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

any bankruptcy petition

filed by or against such person or any business of which such person was a general partner or executive officer either at the time

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

any conviction in a criminal

proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order,

judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated

with any person practicing in banking or securities activities;

being found by a court

of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state

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

being subject of, or a

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

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

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

with any business entity;

being subject of or party

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

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

with a member.

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

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

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

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

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

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

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

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

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

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

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

fraud in connection with any business entity;

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

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

or persons associated with a member.

Executive Compensation

amounts below represent the compensation awarded to or earned by or paid to our named executive officers who had total compensation of at least $100,000 for the years ended December 31, 2023 and 2022.

amounts below represent the compensation awarded to or earned by or paid to our named executive officers who had total compensation of

at least $100,000 for the years ended December 31, 2024 and 2023.

Compensation Table

Principal Position

and Principal Position

Hayes, CEO (1)

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

appointed our chief executive officer on September 15, 2021.

Reflects consulting fees

and/or salary earned, including accrued and unpaid compensation of $91,667 and $ 2022.

Other 2022 payments represent tax differential payments of $29,000 and expense allowance of $8,000.

Reflects 2022 compensation

as employee from October 1, 2022 to December 31, 2022 and consulting fees paid by CFO Consulting Partners LLC from January 1, 2022

to September 30, 2022.

Other payments in 2023 reflect reimbursement for medical insurance.

See Note 11 to the audited

financial statements for assumptions used in valuation.

Crescenzo, CFO (2)

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

Other payments reflect life insurance reimbursed.

payments in 2024 and 2023 reflect reimbursement for medical insurance.

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

Employment Agreements

On November 10, 2023, the Company executed an Employment

Agreement with Robert Hayes, its Chief Executive Officer amending the employment letter dated September 6, 2021.

The agreement term automatically

renews for successive one-year terms as of the commencement date unless prior written notice by either party within ninety days prior

to end of the current term.

The agreement provides for termination of employment and severance benefits under stated conditions and restrictive

The agreement provides for annual compensation retroactive to June 1, 2023 of $600,000 from $400,000 and a stated increase

with the successful acquisition of InjectEZ and other terms of the acquisition agreement (See Note 5).

The agreement provides for bonus

compensation for:

(i) closing the Nephron acquisition agreement, (ii) long-term incentives for achieving revenue targets and market caps

for the Company’s stock and (iii) other Company achievements.

In addition, the agreement provides for benefits and paid time off.

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

letter dated September 6, 2021.

The agreement term automatically renews for successive one-year terms as of the commencement date unless

prior written notice by either party within ninety days prior to end of the current term.

The agreement provides for termination of employment

and severance benefits under stated conditions and restrictive covenants.

The agreement provides for annual compensation retroactive

to June 1, 2023 of $600,000 from $400,000 and a stated increase with the successful acquisition of InjectEZ and other terms of the acquisition

agreement (See Note 5).

The agreement provides for bonus compensation for:

(i) closing the Nephron acquisition agreement, (ii) long-term

incentives for achieving revenue targets and market caps for the Company’s stock and (iii) other Company achievements.

the agreement provides for benefits and paid time off.

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

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

Crescenzo, while serving as the Company’s CFO through a consulting arrangement with CFO Consulting Partners

received options to purchase 15,089 shares of common stock at an exercise price of $7.00 per share, vesting over 1 year.

Crescenzo was granted options to purchase 15,000, shares of common stock at an exercise price of $1.21, vesting over 2 years.

The agreement

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the Summary Compensation table above).

Earned or Paid in Cash

Other Compensation

Fees Earned or Paid in Cash

Option Awards

All Other Compensation

Christiansen (2)

Appointed as Directors

in September 2021

Served as CEO and Chairman

of the Board through September 15, 2021.

Effective September 16, 2021, served as Co-Chairman of the Board through May1, 2024 and

then appointed Chairman

Appointed as Directors

in April 2022

Non-director services performed

Brenda Simpson (3)

Jason Monroe (3)

as Directors in September 2021

as CEO and Chairman of the Board through September 15, 2021.

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

May 1, 2024 and then appointed Chairman

as Directors in April 2022

Executive Director services performed

Equity Awards at Fiscal Year-End

following table discloses information regarding outstanding equity awards granted or accrued as of December 31, 2024, for our named executive

Option Awards

Unexercised Options (#) Vested

Number of Securities Underlying

Unexercised Options (#) Unvested

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock (#) that Vested

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

Options (#) Vested

of Securities Underlying

Options (#) Unvested

Expiration Date

of Shares or Units of Stock (#) that Vested

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

Incentive Plan

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

On November 4, 2024 the Company’s Board of

Directors initially adopted the 2024 Equity Incentive Plan (the “2024 Plan”), to provide for the issuance of up to 265,000

options and/or shares of restricted stock be available for issuance to officers, directors, employees and consultants.

2023 Plan was subsequently updated to provide for the issuance of up to 3,500,000 options and/or shares of restricted stock.

2023 Plan was approved by shareholders at the annual meeting.

March 28, 2022, the Company adopted the Sharps Technology, Inc.

2022 Equity Incentive Plan (the “2022 Plan”), pursuant to

which up to an aggregate of 779,000 shares of common stock are available for issuance.

Awards under the 2022 Plan may include options

(including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units,

performance share awards, or other equity-based awards, each as defined under the 2022 Plan.

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

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.

The 2024 Plan was

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

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

to provide for the issuance of up to 63,636 options and/or shares of restricted stock be available for issuance to officers, directors,

employees and consultants.

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

of restricted stock.

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

During the year ended December

31, 2024, the Company granted five-year options (the “Options”) to purchase a total of 63,409 shares of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”) to its directors, executive officers, employees and consultants

pursuant to the Company’s 2023 Equity Incentive Plan.

The Options are exercisable at an average price of $6.27 per share which

was based on the closing price on the respective grant dates.

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

Options to purchase a total of:

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

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

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

share (the “Common Stock”) to its directors, executive officers, employees and consultants pursuant to the Company’s.

2022 and 2023 Equity Incentive Plans.

The Options are exercisable

at $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.

The Options are exercisable at $30.14 per share which

was the closing price on January 25, 2023.

4,090 shares of the Company’s Common Stock in connection with

an employment or consulting agreements at the exercise price, representing the closing price on the grant date ranging from

$18,04 to $28.60, reverse effected.

All of the aforementioned

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

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

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

These shares are deemed to be outstanding and

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

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

These shares are deemed to be outstanding

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

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

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

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124, Melville, New York 11747.

Name and address of beneficial owner

Number of shares of common stock beneficially owned

Percentage of common stock beneficially owned

Directors and Executive Officers:

and address of beneficial owner

Number of shares

of common stock

beneficially owned

Percentage of

beneficially owned

and Executive Officers:

Crescenzo (2)

Soren Bo Christiansen (3)

Brenda Baird Simpson (6)

Jason Monroe (7)

All Directors and Officers as a Group (7persons)

Less than 1%.

Baird Simpson (6)

Directors and Officers as a Group

23,774 shares underlying options.

Includes 62,064 shares

underlying options.

Includes 247,457 shares

underlying options.

Includes 96,090 shares

underlying options.

Includes 238,926

5,773 shares underlying options.

Includes 67,497 shares

underlying options.

Includes 67,497 shares

underlying options.

19,416 shares underlying options.

17,208 shares underlying options.

15,747 shares underlying options.

7,955 shares underlying options.

copy of the 2024 Plan was filed as Exhibit 10.36.

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

These rules generally attribute

Certain Relationships and Related Transactions, and Director Independence

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had or will have a direct or indirect material interest.

As of December 31, 2023 and 2022, accounts payable and accrued liabilities include $32,974 and $105,667, respectively,

payable to officers, and directors of the Company.

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

directors of the Company.

The amounts are unsecured, non-interest bearing and are due on demand.

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

between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed the lesser of (i) $120,000

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

will have a direct or indirect material interest.

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

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

recently completed year, and their immediate family members.

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

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

have a direct or indirect material interest.

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

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

completed year, and their immediate family members.

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

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

1) Resignation

of Previous Independent Registered Accounting Firm

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During the years ended December

31, 2022 and December 31, 2021 and the subsequent interim period through December 22, 2023, Manning noted their were no “disagreements”

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

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

2) Appointment

of New Independent Registered Public Accounting Firm

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

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

During the years ended December 31, 2022 and 2021 and through the subsequent interim period as of December 20, 2023, neither the Company,

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

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

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

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

Fees for services performed

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

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

for services performed by PKF during the year ended December 31, 2023:

Audit related fees

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

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

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

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Audit Related Fees were paid by the

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

relating to registration statements.

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

report filing.

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

registration statements.

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

Exhibits, Financial Statement Schedules

Financial Statements

Financial statements for

our Company are listed in the index under Item 8 of this document.

All financial statement

schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements

or notes thereto.

statements for our Company are listed in the index under Item 8 of this document.

financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the

financial statements or notes thereto.

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

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333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

Certificate of Amendment to Designation, filed on December 28, 2022 (incorporated by reference to 8-K filed on December 28, 2022)

Bylaws of Registrant (incorporated by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form S-1;

333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

Legal Opinion of Sichenzia Ross Ference LLP (incorporated by reference to Exhibit 5.1 of the Registrant’s Registration Statement on Form S-1;

333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Registrants Registration Statement on Form S-1;

333-284237, originally filed with the Securities and Exchange Commission on January 22, 2025)

Asset/Share Purchase Agreement, dated June 10, 2020, among the Company, Safegard Medical (Hungary) Ktf, Numan Holding Ltd, Cortrus Services SA and Latitude Investments Limited (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1;

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333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

Consent of Manning Elliott LLP

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.36 of the Registrant’s Registration Statement on Form S-1;

333-284237, originally filed on January 22, 2025)

Consent of PKF O’Connor Davies LLP

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Section 1350.

Inline XBRL Instance Document