[SCHEDULE 13G] Sharps Technology Inc. Passive Investment Disclosure (>5%)
Bastion reports 9.99% stake in Sharps Technology
Sharps Technology, Inc. received a Schedule 13G from Bastion Trading Limited, Bastion Holdings Limited, and Wei Zhu reporting passive ownership of common stock.
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Sharps Technology, Inc. received a Schedule 13G from Bastion Trading Limited, Bastion Holdings Limited, and Wei Zhu reporting passive ownership of common stock. The Reporting Persons collectively report beneficial ownership of 3,615,046 shares of common stock, representing a 9.99% stake in the company. Due to EDGAR field limits, this percentage is shown as 9.9% on the cover pages.
Bastion Trading directly holds 1,428,394 common shares, as well as pre-funded warrants for up to 4,234,615 shares and additional warrants for up to 5,384,615 shares. These warrants are subject to a beneficial ownership blocker that prevents exercises which would push ownership above 9.99% of outstanding common stock. The ownership percentage is based on an estimated 34,000,000 shares outstanding plus 2,186,652 shares issuable upon warrant exercise within 60 days. The Reporting Persons certify the holdings are not for the purpose of changing or influencing control of Sharps Technology.
FAQ
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What stake in Sharps Technology (STSS) is reported on this Schedule 13G?
The Reporting Persons disclose beneficial ownership of 3,615,046 shares of Sharps Technology common stock, representing 9.99% of the outstanding class.
Who are the reporting persons in the Sharps Technology (STSS) Schedule 13G?
The report is filed by Bastion Trading Limited, Bastion Holdings Limited, and Wei Zhu, referred to collectively as the Reporting Persons.
How is the 9.99% ownership in Sharps Technology (STSS) calculated?
The 9.99% is based on an estimated 34,000,000 shares of common stock outstanding plus 2,186,652 shares issuable upon exercise of warrants within 60 days.
What securities does Bastion Trading hold in Sharps Technology (STSS)?
Bastion Trading holds 1,428,394 common shares, pre-funded warrants exercisable for up to 4,234,615 shares, and other warrants exercisable for up to 5,384,615 shares of common stock.
What is the purpose of the beneficial ownership blocker in the Sharps Technology (STSS) warrants?
The warrants include Beneficial Ownership Blockers that prevent exercises if, after exercise, Bastion Trading and its affiliates would own more than 9.99% of Sharps Technology's outstanding common stock.
Is this Sharps Technology (STSS) Schedule 13G a passive investment filing?
Yes. The Reporting Persons certify the securities were not acquired and are not held for the purpose of changing or influencing control of Sharps Technology.
Who controls the Sharps Technology (STSS) position reported on this Schedule 13G?
Bastion Trading is wholly owned by Bastion Holdings, and Wei Zhu is the director of Bastion Holdings and the indirect control person of Bastion Trading, with shared voting and investment authority over the reported shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Sharps Technology, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
82003F309
(CUSIP Number)
01/24/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
82003F309
1
Names of Reporting Persons
Bastion Trading Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,615,046.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,615,046.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,615,046.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
82003F309
1
Names of Reporting Persons
Bastion Holdings Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,615,046.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,615,046.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,615,046.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
82003F309
1
Names of Reporting Persons
Wei Zhu
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,615,046.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,615,046.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,615,046.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sharps Technology, Inc.
(b)
Address of issuer's principal executive offices:
105 Maxess Road, Melville, NY, 11747.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Bastion Trading Limited ("Bastion Trading")
Bastion Holdings Limited ("Bastion Holdings")
Wei Zhu ("Mr. Zhu")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
Office 4, Ground Floor, Parcel 134
Block 2837E, Road Town
Tortola, British Virgin Islands
(c)
Citizenship:
Bastion Trading British Virgin Islands
Bastion Holdings Cayman Islands
Mr. Zhu United Kingdom
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
82003F309
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. Bastion Trading directly holds (i) 1,428,394 shares of common stock; (ii) pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 4,234,615 shares of common stock; and (iii) warrants (the "Stapled Warrants" and, together with the Pre-Funded Warrants, the "Warrants") exercisable for up to 5,384,615 shares of common stock. Each of the Pre-Funded Warrants and the Stapled Warrants contains a provision (the "Beneficial Ownership Blockers") which precludes exercise of the Warrants to the extent that, following exercise, Bastion Trading, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. Bastion Trading is currently prohibited from exercising the Warrants to the extent that such exercise would result in the Reporting Persons' beneficial ownership of more than 3,615,046 shares of common stock.
Bastion Trading is wholly owned by Bastion Holdings and Mr. Zhu is the director of Bastion Holdings and the indirect control person of Bastion Trading. Each of Bastion Holdings and Mr. Zhu may be deemed to share voting and investment authority over the shares held by Bastion Trading.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker in the Warrants, each Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) an estimated 34,000,000 shares of common stock outstanding as of the date hereof, as reported to the Reporting Persons by the Issuer and (ii) 2,186,652 shares of common stock issuable upon the exercise of Warrants within 60 days. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
