Sharps Technology Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On January 28, 2025, pursuant to the registration statement on Form S-1, as amended (File No. 333-284237) (the “Registration Statement”), Sharps Technology, Inc., a Nevada corporation (the “Company”) consummated a public offering (the “Offering”) of an aggregate of (i) 14,285,714 units (the “Units) at a public offering price per Unit of $1.40 with each Unit consisting of one share of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), one Series A Warrant (the “Series A Warrant”) to purchase one share of Common Stock at an exercise price of $1.750 per share and one Series B Warrant to purchase one share of Common Stock at an exercise price of $1.750 (the “Series B Warrant” and, together with Series A Warrant, the “Warrants”); and (ii) 10,833,500 pre-funded units (the “Pre-Funded Units”) at a public offering price of $1.3999 per Pre-Funded Unit, with each Pre-Funded Unit consisting of one pre-funded warrant (the “Pre-Funded Warrants”) exercisable for one share of Common Stock at an exercise price of $0.0001 per share, one Series A Warrant and one Series B Warrant. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The Series A Warrants will be exercisable from issuance and will expire five (5) years after the Warrant Stockholder Approval Date and the Series B Warrants will be exercisable from issuance and will expire two and one-half (2.5) years after the Warrant Stockholder Approval Date (the “Warrant Stockholder Approval Date”).
The offering closed on January 29, 2025. The net proceeds to the Company from the Offering were approximately $18,200,000, after deducting underwriter fees and the payment of other estimated offering expenses associated with the offering that are payable by the Company. The Company intends to use the net proceeds from the offering for repayment of debt, working capital and other general corporate purposes.
Aegis Capital Corp. served as the underwriter in the offering, pursuant to the terms of an Underwriting Agreement, and received seven percent (7%) of the gross proceeds of the offering, a one percent (1%) non-accountable allowance and reimbursement of the legal fees of its counsel.
The Units and Pre-Funded Units were offered by the Company pursuant to a Registration Statement on Form S-1, as amended (File No. 333-284237), which was originally filed with the Securities and Exchange Commission (“the SEC”) on January 10, 2025, and declared effective by the SEC on January 27, 2025. The final prospectus relating to the offering was filed with the SEC on January 29, 2025.
The foregoing summary of the terms of the Pre-Funded Warrant, Series A Warrant, Series B Warrant, and the Underwriting Agreement are subject to, and qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 4.1, 4.2, 4.3, and 10.1 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Series A Warrant | |
| 4.3 | Form of Series B Warrant | |
| 10.1 | Underwriting Agreement between the Company and Aegis Capital Corp., dated January 28, 2025 | |
| 99.1 | Press Release issued by the Company on January 28, 2025 | |
| 99.2 | Press Release issued by the Company on January 29, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 30, 2025
| SHARPS TECHNOLOGY, INC. | |
| /s/ Robert Hayes | |
| Robert Hayes | |
| Chief Executive Officer |