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    SEC Form S-3MEF filed by Sharps Technology Inc.

    9/2/25 8:11:28 AM ET
    $STSS
    Medical/Dental Instruments
    Health Care
    Get the next $STSS alert in real time by email
    S-3MEF 1 forms-3mef.htm S-3MEF

     

    As filed with the Securities and Exchange Commission on September 2, 2025

     

    Registration No. 333-__________

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM S-3

     

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

     

    SHARPS TECHNOLOGY, INC.

    (Exact name of registrant as specified in its charter)

     

    Nevada   82-3751728
    (State or other jurisdiction of   (I.R.S. Employer
    incorporation or organization)   Identification Number)

     

    105 Maxess Road

    Melville, New York 11747

    (631) 574-4436

    (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

     

    Paul K. Danner

    Sharps Technology, Inc.

    105 Maxess Road

    Melville, New York 11747

    (631) 574-4436

     (Name, address, including zip code, and telephone number, including area code, of agent for service)

     

    Please send a copy of all communications to:

     

    Arthur Marcus, Esq.

    Sichenzia Ross Ference Carmel LLP

    1185 Avenue of the Americas, 31st Floor

    New York, New York 10036

    (212) 930-9700

     

    Barry I. Grossman, Esq.

    Jonathan H. Deblinger, Esq.

    Ellenoff Grossman & Schole LLP 

    1345 Avenue of the Americas

    New York, New York 10105-0302

    (212) 370-1300

     

    Approximate date of commencement proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     

    If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

     

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

     

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒  File No. 333-274146

     

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

     

    If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

     

    If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

     

    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 7(a)(2)(B) of the Securities Act. ☐

     

    This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

     

     

     

     
     

     

    EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

     

    Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Sharps Technology, Inc. (the “Registrant”) is filing this Registration Statement on Form S-3 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-3 (File No. 333- 274146) (the “Prior Registration Statement”), which was declared effective by the Commission on September 5, 2023.

     

    The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate amount of securities offered by the Registrant by a proposed additional aggregate offering price of $39,434,429.31. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration Statement. The information set forth in the Prior Registration Statement, including all information incorporated by reference therein, and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.

     

    The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

     

    1
     

     

    EXHIBIT INDEX

     

    The following exhibits are filed with this Registration Statement.

     

    Exhibit    
    Number   Description of Document
    5.1*   Opinion of Sichenzia Ross Ference Carmel LLP
    23.1*   Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
    23.2*   Consent of PKF O’Conner Davies, LLP, independent registered public accounting firm.
    107*   Calculation of Filing Fee Table

     

    * Filed herewith.

     

    2
     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on this 2nd day of September, 2025.

     

      Sharps Technology, Inc.
         
         /s/ Paul K. Danner
      Name: Paul K. Danner
      Title: Executive Chairman

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

     

    Signature   Title   Date
             
     /s/ Paul K. Danner   Executive Chairman   September 2, 2025
    Paul K. Danner   (Principal Executive Officer)    
             
     /s/ Andrew R. Crescenzo   Chief Financial Officer   September 2, 2025
    Andrew R. Crescenzo   (Principal Financial and Accounting Officer)    
             
     /s/ Dr. Soren Bo Christiansen   Director   September 2, 2025
    Dr. Soren Bo Christiansen        
             
     /s/ Timothy J. Ruemler   Director   September 2, 2025
    Timothy J. Ruemler        
             
     /s/ Jason L. Monroe   Director   September 2, 2025
    Jason L. Monroe        
             
     /s/ Yuwen (Alice) Zhang   Director   September 2, 2025
    Yuwen (Alice) Zhang        

     

    3

     

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