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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): October 6, 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
October 2, 2025, the Board of Directors (the “Board”) of Sharps Technology, Inc. (the “Company”)
approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $100,000,000
of the Company’s outstanding shares of common stock (the “Common Stock”). The 2025 Repurchase Program
enables the Company to repurchase its shares in the open market and in negotiated transactions. The Repurchase Program does not obligate
the Company to repurchase shares of Common stock and the specific timing and amount of repurchases will vary based on available capital
resources and other financial and operational performance metrics, market conditions, securities law limitations, and other factors.
In
connection with the 2025 Repurchase Program, on October 6, 2025, the Company entered into an Open Market Share Repurchase Agreement (the
“Repurchase Agreement”) with Cantor Fitzgerald & Co. (the “Broker”) whereby the
Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant
to Rule 10b-18 of the Securities Exchange Act of 1934. The Repurchase Agreement will continue in effect until terminated by either the
Company or the Broker, with or without cause, upon written notice to the other party. The Company will pay Broker a commission at a rate
of $0.02 for each share of Common Stock repurchased pursuant to the Repurchase Agreement.
The
foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Repurchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01 Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1+ |
|
Open Market Share Repurchase Agreement, dated October 6, 2025 |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| + |
Certain
personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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:
October 09, 2025 |
By: |
/s/
Paul K. Danner |
| |
Name: |
Paul
K. Danner |
| |
Title: |
Principal
Executive Officer |
