UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 001-41355

Sharps Technology, Inc.

(Exact name of registrant as specified in its charter)

Nevada

82-3751728

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

105 Maxess Road, Melville, New York 11747

(Address of principal executive offices) (Zip Code)

(631) 574 -4436

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	STSS	NASDAQ Capital Market
Common Stock Purchase Warrants	STSSW	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒*

*	The registrant became subject to the requirement to file reports on April 13, 2022 and has filed all reports required since April 13, 2022.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 14, 2023, the issuer had 11,655,936 shares of common stock, par value $0.0001 per share, outstanding.

SHARPS TECHNOLOGY, INC.

TABLE OF CONTENTS

		Page No.
PART I FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statement of Comprehensive Loss	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to the Condensed Consolidated Financial Statements	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
ITEM 4.	CONTROLS AND PROCEDURES	32
PART II OTHER INFORMATION		33
ITEM 1.	LEGAL PROCEEDINGS	33
ITEM 1A.	RISK FACTORS	33
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
ITEM 6.	EXHIBITS	34
SIGNATURES		35

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2023			December 31, 2022
	(Unaudited)			(Audited)
Assets:
Current Assets
Cash	$	2,924,019		$	4,170,897
Prepaid expenses and other current assets		193,875			66,749
Inventories (Note 3)		992,547			185,804
Current Assets		4,110,441			4,423,450

Fixed Assets, net of accumulated depreciation (Notes 4 and 5)		7,092,954			7,004,890
Other Assets (Notes 5 and 6)		590,740			411,316
TOTAL ASSETS	$	11,794,135		$	11,839,656

Liabilities:
Current Liabilities
Accounts payable (Note 4)	$	825,622		$	543,226
Accrued and other current liabilities (Note 15)		574,057			311,458
Warrant liability (Notes 8 and 10)		1,513,187			1,151,838
Total Current Liabilities		2,912,866			2,006,522

Deferred Tax Liability		192,000			192,000
Total Liabilities		3,104,866			2,198,522

Commitments and Contingencies (Note 15)		-			-
Subsequent Events (Note 16)		-

Stockholders’ Equity:
Preferred stock, $.0001 par value; 1,000,000 shares authorized; 1 share issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000, shares authorized; 11,655,936 shares issued and outstanding (2022: 9,407,415)		1,166			941
Additional paid-in capital		28,154,012			24,733,306
Accumulated other comprehensive income		559,112			214,253
Accumulated deficit		(20,025,021	)		(15,307,366	)
Total Stockholders’ Equity		8,689,269			9,641,134
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	11,794,135		$	11,839,656

The accompanying notes are an integral part of these financial statements.

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE

(UNAUDITED)

	2023			2022			2023			2022
	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2023			2022			2023			2022
Revenue, net	$	-		$	-

Operating expenses:
Research and development (Note 5)		224,260			556,868			558,148			1,063,243
General and administrative		2,308,075			2,230,801			4,291,987			3,061,710
Total operating expenses		2,532,335			2,787,669			4,850,135			4,124,953
Loss from operations		(2,532,335	)		(2,787,669	)		(4,850,135	)		(4,124,953	)

Other income (expense)
Interest income (expense)		40,079			(1,100,507	)		76,871			(1,345,944	)
FMV adjustment on contingent stock & warrants		(90,108	)		4,365,930			93,977			4,078,930
Foreign currency and other		(23,461	)		-			(38,368	)		-
Total Other Income (Expense)		(73,490	)		3,265,423			132,480			2,732,986
Net (loss) / Gain	$	(2,605,825	)	$	477,754			(4,717,655	)		(1,391,967	)

Net loss per share, basic and diluted	$	(0.22	)	$	0.06			(0.42	)		(0.20	)
Weighted average shares used to compute net loss per share, basic and diluted		11,655,936			8,669,372			11,193,740			6,928,217

The accompanying notes are an integral part of these financial statements.

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30

(UNAUDITED)

	2023			2022		2023			2022
	THREE MONTHS ENDED JUNE 30,					SIX MONTHS ENDED JUNE 30,
	2023			2022		2023			2022
Net loss	$	(2,605,825	)	$	477,754		(4,717,655	)		(1,391,967	)

Other comprehensive income:

Foreign currency translation adjustments gain/(loss)		73,786			-		344,859			-

Comprehensive loss	$	(2,532,039	)	$	477,754		(4,372,796	)		(1,391,967	)

The accompanying notes are an integral part of these financial statements.

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

(Unaudited)

	Shares		Amount		Shares		Amount		Receivable		Capital		Income		Deficit			Equity
	Preferred Stock				Common Stock				Common Stock Subscription		Additional Paid in		Accumulated Other Comprehensive		Accumulated			Total Stockholders
	Shares		Amount		Shares		Amount		Receivable		Capital		Income		Deficit			Equity

Balance -December 31, 2022		1	$	-		9,407,415	$	941		-	$	24,733,306	$	214,253	$	(15,307,366	)	$	9,641,134
Beginning balance		1	$	-		9,407,415	$	941		-	$	24,733,306	$	214,253	$	(15,307,366	)	$	9,641,134

Net loss for the three months ended March 31, 2023		-		-		-		-		-		-		-		(2,111,830	)		(2,111,830	)
Shares issued in Offering				-		2,248,521		225				2,783,160		-					2,783,385
Share-based compensation charges		-		-		-		-		-		383,100		-		-			383,100
Foreign Currency Translation		-		-						-		-		270,983		-			270,983

Balance - March 31, 2023		1	$	-		11,655,936	$	1,166		-	$	27,899,566	$	485,236	$	(17,419,196	)	$	10,966,772
Beginning balance		1	$	-		11,655,936	$	1,166		-	$	27,899,566	$	485,236	$	(17,419,196	)	$	10,966,772

Net loss for the three months ended June 30, 2023		-		-		-		-		-		-		-		(2,605,825	)		(2,605,825	)
Share-based compensation charges		-		-		-		-		-		254,446		-		-			254,446
Foreign Currency Translation		-	-	-		-		-		-		-		73,876		-			73,876

Balance - June 30, 2023		1	$	-		11,655,936	$	1,166		-	$	28,154,012	$	559,112	$	(20,025,021	)	$	8,689,269
Ending balance		1	$	-		11,655,936	$	1,166		-	$	28,154,012	$	559,112	$	(20,025,021	)	$	8,689,269

SHARPS TECHNOLOGY, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

(Unaudited)

	Shares		Amount		Shares		Amount		Receivable			Capital		Deficit			Equity
	Preferred Stock				Common Stock				Common Stock Subscription			Additional Paid in		Accumulated			Total Stockholder’s
	Shares		Amount		Shares		Amount		Receivable			Capital		Deficit			Equity

Balance -December 31, 2021		1	$	-		5,187,062	$	519	$	(32,500	)	$	13,835,882	$	(10,667,704	)		3,136,197
Beginning balance		1	$	-		5,187,062	$	519	$	(32,500	)	$	13,835,882	$	(10,667,704	)		3,136,197

Net loss for the three months ended March 31, 2022		-		-		-		-		-			-		(1,869,721	)		(1,869721	)
Share-based compensation charges		-		-		-		-		-			328,460		-			328,460
Collections of common stock subscriptions		-		-						32,500			-		-			32,500

Balance - March 31, 2022		1	$	-		5,187,062	$	519	$	-		$	14,164,342	$	(12,537,425	)	$	1,627,436
Beginning balance		1	$	-		5,187,062	$	519	$	-		$	14,164,342	$	(12,537,425	)	$	1,627,436

Net income for the three months ended June 30, 2022		-		-		-		-		-			-		477,754			477,754
Net income (loss)		-		-		-		-		-			-		477,754			477,754

Shares issued in Initial Public Offering		-		-		3,750,000		375		-			8,974,282		-			8,974,657
Issuance of shares for contingent stock liability		-		-		235,294		24		-			495,976		-			496,000

Fractional share adjustment		-		-		59		-					-		-
Share-based compensation charges		-		-		-		-		-			365,606		-			365,606
Shares issued for services		-		-		35,000		4		-

SEC Form 10-Q filed by Sharps Technology Inc.