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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 26, 2025
SHARPS
TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41355 |
|
82-3751728 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
105
Maxess Road, Suite 124,
Melville,
NY 11747
(Address
of principal executive office) (Zip Code)
(631)
574-4436
(Registrants’
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, par value $0.0001 |
|
STSS |
|
Nasdaq
Capital Market |
| Common
Stock Purchase Warrants |
|
STSSW |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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.
Item
1.01 Entry into a Material Definitive Agreement.
On
September 26, 2025, Sharps Technology, Inc. (the “Company”) entered into Waiver and Consent (the “Waiver and
Consent”) with certain holders of the Company’s securities (who collectively beneficially own at least 50.1% of the then
outstanding Registrable Securities, as defined in the Registration Rights Agreement dated August 25, 2025 (the “Registration Rights
Agreement”). The Waiver and Consent waives the compliance of the September 29, 2025 filing date and extends the deadline for the
Company to file the initial resale registration statement with the Securities and Exchange Commission to the 60th calendar day following
the Closing Date, as defined in the Registration Rights Agreement.
The
foregoing descriptions of the Waiver and Consent and Registration Rights Agreement does not purport to be complete and are qualified
in their entirety by reference to the full text of the Waiver and Consent and Registration Rights Agreement, which are filed as Exhibit
10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Waiver and Consent, dated September 26, 2025 |
| 10.2 |
|
Form of Registration Rights Agreement, dated as of August 25, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on August 25, 2025). |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
Sharps
Technology, Inc. |
| |
|
|
| Dated:
September 29, 2025 |
By: |
/s/
Paul K. Danner |
| |
Name: |
Paul
K. Danner |
| |
Title: |
Executive
Chairman (Principal Executive Officer) |
