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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August 22, 2025
Sharps
Technology, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
| 001-41355 |
|
82-3751728 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
105
Maxess Road, Melville, New York 11747
(Address
of Principal Executive Offices)
(631)
574-4436
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ☐ |
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, $0.0001 par value |
|
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.
Securities
Purchase Agreements
On
August 25, 2025, Sharps Technology, Inc. (the “Company”) entered into securities purchase agreements (the “Cash Securities
Purchase Agreements”) with certain accredited investors (the “Cash Purchasers”) pursuant to which the Company agreed
to sell and issue to the Cash Purchasers in a private placement offering (the “Cash Offering”) an aggregate offering of
(i) either shares (the “Cash Shares”) of common stock of the Company, par value $0.0001 per share (the “Common
Stock”), at an offering price of $6.50 per share (ii) or pre-funded warrants (the “Cash Pre-Funded Warrants”)
to purchase shares of Common Stock (the “Cash Pre-Funded Warrant Shares,”) at an offering price of $6.4999 per Pre-Funded
Warrant, and (ii) stapled warrants (the “Cash Stapled Warrants,” and together with the Common Stock and Cash Pre-Funded Warrants,
the “Cash Securities”) to purchase shares of Common Stock (the “Cash Stapled Warrant Shares,”) at an exercise
price of $9.75 per Cash Stapled Warrant. In the Cash Offering, the Cash Purchasers will tender any of U.S. dollars, USDC or USDT
(or a combination thereof) to the Company as consideration for the Cash Shares, Cash Stapled Warrants and Cash Pre-Funded
Warrants.
Each
of the Cash Pre-Funded Warrants is immediately exercisable for one share of Common Stock at the exercise price of $0.0001 per
Cash Pre-Funded Warrant Share, and may be exercised at any time until all of the Cash Pre-Funded Warrants issued in the Offerings (as
defined below) are exercised in full. Each Cash Purchaser’s ability to exercise its Cash Pre-Funded Warrants in exchange for
shares of Common Stock is subject to certain beneficial ownership limitations set forth therein. Each of the Cash Stapled Warrants is
immediately exercisable for one share of Common Stock at the exercise price of $9.75 per Cash Stapled Warrant Share, and may be
exercised at any time until the earlier of (i) 36 months after the closing of the Offerings or (ii) all of the Cash Stapled Warrants
issued in the Offerings are exercised in full.
On
August 25, 2025, the Company also entered into securities purchase agreements (the “Cryptocurrency Securities Purchase Agreements,”
and together with the Cash Securities Purchase Agreements, the “Securities Purchase Agreements”) with certain accredited
investors (the “Cryptocurrency Purchasers,” and together with the Cash Purchasers, the “Purchasers”) pursuant
to which the Company agreed to sell and issue to the Cryptocurrency Purchasers in a private placement offering (the “Cryptocurrency
Offering” and together with the Cash Offering, the “Offerings”) (i) pre-funded warrants (the “Cryptocurrency
Pre-Funded Warrants” and together with the Cash Pre-Funded Warrants, the “Pre-Funded Warrants”) to purchase shares
of Common Stock (the “Cryptocurrency Pre-Funded Warrant Shares,” and together with the Cash Pre-Funded Warrant Share, the
“Pre-Funded Warrant Shares”) at an offering price of $6.4999 per Pre-Funded Warrant, and (ii) stapled warrants (the “Cryptocurrency
Stapled Warrants,” and together with the Cash Stapled Warrants, the “Stapled Warrants” to purchase shares of Common
Stock (the “Cryptocurrency Stapled Warrant Shares,” and together with the Cash Stapled Warrant Share, the “Stapled
Warrant Shares”) at an exercise price of $9.75 per Cryptocurrency Stapled Warrant. In the Cryptocurrency Offering, the Cryptocurrency
Purchasers will tender either Unlocked SOL tokens or Locked SOL tokens to the Company as consideration for the Cryptocurrency
Pre-Funded Warrants and Cryptocurrency Stapled Warrants.
The
exercise of the Cryptocurrency Pre-Funded Warrants and Cryptocurrency Stapled Warrants into Cryptocurrency Pre-Funded Warrant
Shares and Cryptocurrency Stapled Warrant Shares, respectively, is subject to stockholder approval (“Stockholder
Approval”) and such warrants will not be exercisable for Common Stock until such Shareholder Approval is received.
Pursuant to the Cryptocurrency Securities Purchase Agreement, the Company will hold a special meeting of stockholders to obtain
Stockholder Approval as soon as practicable after the closing date of this Offering. Each of the Cryptocurrency Pre-Funded Warrants
is exercisable for one share of Common Stock at the exercise price of $0.0001 per Cryptocurrency Pre-Funded Warrant Share, immediately
exercisable following Stockholder Approval (the “Effective Date”), and may be exercised at any time on or
after the Effective Date until all of the Cryptocurrency Pre-Funded Warrants issued in the Offerings are exercised in full. Each
Cryptocurrency Purchaser’s ability to exercise its Cryptocurrency Pre-Funded Warrants in exchange for shares of Common Stock is
subject to certain beneficial ownership limitations set forth therein. Each of the Cryptocurrency Stapled Warrants is exercisable for
one share of Common Stock at the exercise price of $9.75 per Cryptocurrency Stapled Warrant Share, immediately exercisable on
or after the Effective Date, and may be exercised at any time on or after the Effective Date until the earlier of (i) 36 months
after the closing of the Offerings or (ii) all of the Cryptocurrency Stapled Warrants issued in the Offerings are exercised in full.
Cantor
Fitzgerald & Co. acted as the lead placement agent to the Company in connection with the Offerings and Aegis Capital Corp.
acted as the co-placement agent to the Company in connection with the Offerings. Madison Global Partners, LLC (“Madison”)
acted as a non-exclusive financial advisor to the Company.
The
Cash Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Stapled Warrants, and the Stapled Warrant Shares are
being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities
laws. The issuance of the Cash Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Stapled Warrants, and the
Stapled Warrant Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United
States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
The
Company intends to use the net proceeds from the Offerings to fund the acquisition of SOL through open market purchases only and the
establishment of the Company’s Solana treasury operations, as well as for working capital, general corporate purposes and to pay
all transaction fees and expenses related thereto. The Company will not use the net proceeds from the Offerings: (a) for the redemption
of any outstanding Common Stock or Common Stock equivalents of the Company, (b) for the settlement of any outstanding litigation or (c)
in violation of the Foreign Corrupt Practices Act of 1977, as amended or the Office of Foreign Assets Control of the U.S. Treasury Department
regulations. Further, the Company will maintain the net proceeds of the offering in a separate account and shall not commingle such net
proceeds with any other proceeds received by the Company from any other financing or capital raising activities.
Registration
Rights Agreement
In
connection with entering into the Securities Purchase Agreements, on August 25, 2025, the Company and the Purchasers entered into a Registration
Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to use commercially reasonable
efforts to file a registration statement with the U.S. Securities and Exchange Commission, within 30 days of the closing of the Offerings
registering the resale of the Cash Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Stapled Warrants, the Stapled
Warrant Shares, the Strategic Advisor Warrants (as defined below) and the shares of Common Stock issuable upon exercise of the Strategic
Advisor Warrants (the “Strategic Advisor Warrant Shares”).
The
foregoing summaries of the Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants, the Cash Stapled Warrants, the Cryptocurrency
Stapled Warrants, the Cash Securities Purchase Agreements, the Cryptocurrency Securities Purchase Agreements and the Registration Rights
Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of those agreements, which
are attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2 and 10.3 respectively, to this Current Report on Form 8-K and are hereby incorporated
by reference into this Item 1.01.
Warrant
Amendment
On
August 25, 2025, the Company entered into an amendment (the “Amendment”) with certain warrant holders which references the Series A Warrants (the “Existing Warrants”) registered for sale under the
registration statement on Form S-1 (file No. 333-333-284237) (the “Registration Statement”) in the amount of 347,774
shares of Common Stock, reflective of the reverse stock split, underlying the Existing Warrants.
Pursuant
to the Amendment, the holders of the Existing Warrants agreed to reduce the exercise price of their Existing Warrants totaling 347,774, from $87.60 per share to $6.50 per share.
The
foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text
of that agreements, which is attached hereto as Exhibit 4.5 to this Current Report on Form 8-K and is hereby incorporated by reference
into this Item 1.01.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the offering and sale of
the Cash Shares, the Pre-Funded Warrant Shares, the Stapled Warrants, the Stapled Warrant Shares, the Strategic Advisor Warrants and
the Strategic Advisor Warrant Shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
The
Company has agreed to issue warrants (the “Strategic Advisor Warrants”) with an exercise price of $0.0001 equal to 10% of the securities to be issued in the Offering,
on an as converted basis, to Sol Markets as a strategic advisor of the Company. Sol Markets is controlled by James Zhang. The company
also intends to engage Sol Edge Limited as a consultant to act as the asset manager of the Sol portfolio, in which Sol Edge Limited is
also controlled by James Zhang.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Robert
M. Hayes Resignation
Effective August
23, 2025, Robert M. Hayes resigned from the Board of Directors (the “Board”) and as Chief Executive Officer of the Company.
Pursuant to mutual agreement (the “Separation Agreement”), Mr. Hayes will receive a lump sum cash payment of $1,200,000, together with Company paid-for
healthcare coverage benefits for up to 18 months.
Following
the Separation Date (as defined in the Separation Agreement), Mr. Hayes will be paid or provided all accrued but unpaid base salary
and accrued paid time off (“PTO”) and approved unreimbursed business expenses through the Separation Date. In addition,
Mr. Hayes will be entitled to all benefits accrued up to the Separation Date, to the extent vested, under all employee benefit
or bonus plans of the Company in which Mr. Hayes participates (except for any plan that provides for severance pay or termination
benefits) in accordance with the terms of such plans, and any other amounts required to be paid pursuant to applicable law.
The
Company granted Mr. Hayes stock options to purchase 100,000 shares of Common Stock (the “Option Grant”).
The Option Grant shall have an exercise price equal to the “Fair Market Value” (as defined in the Company’s Amended
and Restated 2025 Equity Incentive Plan) Common Stock on the grant date and shall be fully vested as of the grant date.
The
Company and Mr. Hayes exchanged mutual general releases, as referenced in the Separation Agreement attached hereto as Exhibit 10.6.
Mr.
Hayes’ resignation was not the result of any dispute or disagreement with the Company or the Company’s Board of Directors
on any matter relating to the operations, policies or practices of the Company.
Brenda
Baird Simpson Resignation
Effective August
23, 2025, Brenda Baird Simpson resigned from the Board.
Ms.
Simpson’s resignation was not the result of any dispute or disagreement with the Company or the Company’s Board of Directors
on any matter relating to the operations, policies or practices of the Company.
Employment
Agreement with Chief Investment Officer
On
August 25, 2025, the Company entered into a formal employment agreement (the “Zhang Employment Agreement”) with Yuwen (Alice)
Zhang (age 34), who has been appointed as the Company’s Chief Investment Officer and a Director of the Company, as
of the date hereof.
Effective
as of the Effective Date, as referenced in Exhibit 10.4, Ms. Zhang will receive a base salary (the “Base Salary”) of $600,000
per annum. The Base Salary shall be paid in accordance with the Company’s normal payroll practices for executive salaries generally,
but no less often than monthly and shall be pro-rated for partial years of employment. For each calendar year ending during the employment
period beginning with calendar year 2025, Ms. Zhang shall be eligible to earn a cash performance bonus (an “Annual Bonus”)
under the Company’s bonus plan or program applicable to senior executives. Ms. Zhang shall be eligible to receive equity-based
compensation award(s), as determined by the Board (or a subcommittee thereof), from time to time.
Yuwen (Alice) Zhang is the Co-Founder of Jambo,
the first web3 phone with a built-in decentralized app store. scaled distribution to 120+ countries, launching the largest mobile network
on Solana. Ms. Zhang previously co-founded Avalon Capital, a global fund of funds specializing in digital assets and technology. She
is an experienced investor and partner of many top digital asset industry leaders.
There
are no other arrangements or understandings between Ms. Zhang and any other person pursuant to which Ms. Zhang was appointed Chief Investment
Officer of the Company. There are also no family relationships between Ms. Zhang and any director or executive officer of the Company,
and Ms. Zhang has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
The
foregoing is a summary description of the Zhang Employment Agreement. For a full description, please refer to the copy of the
Zhang Employment Agreement that is incorporated by reference and filed herewith as Exhibit 10.4.
Employment
Agreement with Executive Chairman and Principal Executive Officer
On
August 25, 2025, the Company entered into a formal employment agreement (the “Danner Employment Agreement”) with Paul K. Danner (age
67), who has been serving as the Company’s Executive Chairman since June 30, 2025. Mr. Danner will also act as the
Company’s Principal Executive Officer.
Mr.
Danner’s term as the Company’s Executive Chairman and Principal Executive Officer will begin on August 24, 2025, and continue
until terminated by either party, subject to the terms of the Danner Employment Agreement (the “Term”). For his services,
Mr. Danner will be paid $600,000 a year. During the course of the Term, Mr. Danner will be eligible for (i) performance bonuses to be
granted at the discretion of the Company’s Compensation Committee and (ii) to participate in the Company’s 2025 Equity Incentive
Plan. The Danner Employment Agreement contains a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation
covenants that apply during the Term and for a period of one year following Mr. Danner’s termination.
Paul
K. Danner, a member of the Board of Directors and Chairperson of the Audit Committee through
June 29, 2025, joined the Company in September 2021 and Executive Chairman effective, June
30, 2025. Since 2013, Mr. Danner has been chief financial and administrative officer of PAY2DAY
Solutions, Inc. dba Authvia, a FinTech software developer that provides merchants and consumers
with a cloud-based CPaaS (Communications Platform as a Service) platform capable of providing
end-to-end payment flows, billing, consumer management, payment analytics, and consumer insights.
From 2016 to 2018, Mr. Danner was chief executive officer of Alliance MMA, Inc., which was
a mixed martial arts organization offering promotional opportunities for aspiring mixed martial
arts fighters. As a senior business leader, Mr. Danner has served three Nasdaq-listed companies
as the senior corporate executive. Additionally, he has acquired extensive Board of Director
expertise through six separate appointments totaling more than twenty-five years with three
Nasdaq and OTCQB listed companies including Chairman, Corporate Secretary and Audit Committee
assignments, as well as two development-stage ventures and one not-for-profit enterprise.
Mr. Danner served as a Naval Aviator flying the F-14 Tomcat, and subsequently as an Aerospace
Engineering Duty Officer supporting the Naval Air Systems Command, for 8 years on active
duty plus 22 years with the reserve component of the United States Navy. He retired from
the Navy in 2009 with the rank of Captain. Mr. Danner earned a BS degree in Business Finance
from Colorado State University, and he holds an MBA from the Strome College of Business at
Old Dominion University. Mr. Danner’s executive and marketing experience qualify him
to serve on our board of directors.
There
are no other arrangements or understandings between Mr. Danner and any other person pursuant to which Mr. Danner was appointed Executive
Chairman and Principal Executive Officer of the Company. There are also no family relationships between Mr. Danner and any director or
executive officer of the Company, and Mr. Danner has no direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
The
foregoing is a summary description of the Danner Employment Agreement. For a full description, please refer to the copy of the
Danner Employment Agreement that is incorporated by reference and filed herewith as Exhibit 10.5.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 22, 2025, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of
Nevada (the “Certificate of Amendment”) to amend the Company’s Articles of Incorporation to increase the total number
of authorized shares of Common Stock from 1,666,667 authorized shares of Common Stock to 500,000,000 authorized shares of Common
Stock.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), 395,169 shares of the Company’s
Common Stock were represented in person or by proxy out of the 1,023,214 shares outstanding and entitled to vote as of July 17,
2025, the record date for the Annual Meeting. In addition, five (5) shares of the Company’s Series B Preferred Stock was outstanding
and represented in person or by proxy entitled to vote at this meeting, which constituted 52% or an additional 1,100,000 of the
voting power of the Company’s stockholders, solely with respect to the increase in the authorized shares of Common Stock
of the Company. The Series B Preferred Stock shall be cancelled as of the date hereof. The voting results for each of the proposals submitted
to a vote of the stockholders of the Company at the Annual Meeting are set forth below. Accordingly, each of the four (4) below proposals
were approved by the Company’s stockholders.
| 1. |
The
Company’s stockholders elected the six individuals listed below as directors to serve on the Board of the Company, each to serve on the Board until his/her successor is duly elected and qualified at the Annual Meeting or until his/her
earlier resignation or removal. The results of voting on the proposal are set forth below: |
| Director
Nominee | |
Votes
For | | |
Votes
Withheld | | |
Broker
Non-Votes | |
| | |
| | |
| | |
| |
| Soren Bo Christiansen | |
| 123,085 | | |
| 45,921 | | |
| 0 | |
| Paul K. Danner | |
| 132,277 | | |
| 31,729 | | |
| 0 | |
| Timothy J. Ruemler | |
| 125,628 | | |
| 43,378 | | |
| 0 | |
| Brenda Baird Simpson | |
| 143,086 | | |
| 25,920 | | |
| 0 | |
| Jason Monroe | |
| 124,811 | | |
| 44,195 | | |
| 0 | |
| Robert M. Hayes | |
| 137,250 | | |
| 31,756 | | |
| 0 | |
| 2. |
The
Company’s stockholders approved the ratification of the appointment of PKF O’Connor Davies LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of voting on the proposal
are set forth below: |
| Votes
For | | |
Votes
Against | | |
Abstain | | |
Broker
Non-Votes | |
| | 340,119 | | |
| 48,797 | | |
| 6,253 | | |
| 0 | |
| 3. |
The
Company’s stockholders approved and ratified the Company’s 2025 Equity Incentive Plan. The results of voting on the proposal
are set forth below: |
| Votes
For | | |
Votes
Against | | |
Abstain | | |
Broker
Non-Votes | |
| | 88,223 | | |
| 74,210 | | |
| 6,573 | | |
| 226,163 | |
| 4. |
The
Company’s stockholders approved the amendment to the Company’s articles of incorporation to increase the authorized shares
of Common Stock from 1,666,667 shares to 500,000,000 shares. The results of voting on the proposal are set forth below: |
| Votes
For* | | |
Votes
Against | | |
Abstain | | |
Broker
Non-Votes | |
| | 1,414,958 | | |
| 179,836 | | |
| 735 | | |
| 0 | |
*
Includes the approval of the five (5) shares of Series B Preferred Stock, constituting an aggregate of 1,100,000
votes.
Item 7.01.
Regulation FD Disclosure.
Press
Release on Announcing the Offering
On
August 25, 2025, the Company issued a press release announcing the signing of the Securities Purchase Agreements, pricing of the Offerings and estimated aggregate
gross proceeds of approximately $400 million in cash, before deducting placement agent fees
and other offering expenses, to implement a Solana treasury strategy. The closing of the offering is expected to occur on or about August
28, 2025, subject to the satisfaction of customary closing conditions. A copy of the press release is included as Exhibit 99.1 here and
is incorporated herein by reference.
Corporate
Presentation
In
connection with the Offering, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of
which is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The presentation will also be provided on the Company’s
investor relations website at https://sharpstechnology.com/ on or about August 26, 2025.
The
information under this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that
section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
Item
8.01 Other Events.
On
August 21, 2025, the Company entered into a settlement term sheet (the “Settlement Term Sheet”) with Barry Berler
and Plastomold Industries Ltd (“Plastomold”) to settle the outstanding litigation as referenced in the Company’s
latest quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, and other SEC filings. Pursuant to the Settlement
Term Sheet, the Company would transfer all of the capital stock of Safegard Medical (Hungary) KFT. The
Settlement is contingent on the execution of a definitive settlement agreement and other conditions. The terms of the final settlement
could have a material effect on the financial position of the Company if the Offering is not consummated.
The Company has signed a non-binding letter of intent (LOI) with the Solana Foundation, a non-profit foundation based in Zug,
Switzerland, dedicated to the decentralization, adoption, and security of the Solana ecosystem. Under the terms of the LOI, the
Solana Foundation has committed, solely following a public offering by the Company, to selling $50 million of SOL at a 15% discount
to a 30-day time-weighted average price, subject to certain conditions being met.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. This Current Report on
Form 8-K also includes express and implied forward-looking statements regarding the Company’s current expectations, estimates,
opinions and beliefs that are not historical facts. Such forward-looking statements may be identified by words such as “believes,”
“expects,” “endeavors,” “anticipates,” “intends,” “plans,” “estimates,”
“projects,” “should” and “objective” and the negative and variations of such words and similar
words. These statements are made on the basis of current knowledge and, by their nature, involve numerous assumptions and uncertainties.
Nothing set forth herein should be regarded as a representation, warranty or prediction that we will achieve or are likely to achieve
any particular future result. Actual results may differ materially from those indicated in the forward-looking statements because the
realization of those results is subject to many risks and uncertainties, including the risk that the proposed transactions described
herein may not be completed in a timely manner or at all, the failure to realize the anticipated benefits of the Offerings and related
transactions, including the proposed digital asset treasury strategy, economic conditions, fluctuations in the market price of SOL, the
impact on the Company’s business of the evolving regulatory environment, the ability of the Company to execute on its digital asset
treasury strategy, risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally
as well as those risks and uncertainties identified under the heading “Risk Factors” in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2024 and other information the Company has or may file with the SEC, including those
disclosed under Item 8.01 of this Current Report on Form 8-K. Forward-looking statements contained in this Current Report on Form 8-K
are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update such information except as required
under applicable law.
Item
9.01 Financial Statements and Exhibits
(a)
Exhibits
| Number |
|
Description |
| 3.1 |
|
Certificate
of Amendment to the Articles of Incorporation |
| 4.1 |
|
Form
of Cash Pre-Funded Warrant |
| 4.2 |
|
Form
of Cryptocurrency Pre-Funded Warrant |
| 4.3 |
|
Form
of Cash Stapled Warrant |
| 4.4 |
|
Form
of Cryptocurrency Stapled Warrant |
| 4.5 |
|
Form
of First Amendment to Series A Warrant |
| 10.1 |
|
Form
of Cash Securities Purchase Agreement, dated as of August 25, 2025, between Sharps Technology, Inc. and each Purchaser (as defined
therein) |
| 10.2 |
|
Form
of Cryptocurrency Securities Purchase Agreement, dated as of August 25, 2025, between Sharps Technology, Inc. and each Purchaser
(as defined therein) |
| 10.3 |
|
Form
of Registration Rights Agreement, dated as of August 25, 2025, between Sharps Technology, Inc. and each Holder (as defined therein) |
| 10.4 |
|
Employment
Agreement with Yuwen (Alice) Zhang, dated August 25, 2025 |
| 10.5 |
|
Employment
Agreement with Paul K. Danner, dated August 25, 2025 |
| 10.6 |
|
Separation
Agreement between Sharps Technology, Inc. and Robert M. Hayes |
| 99.1 |
|
Press Release, dated August 25, 2025. |
| 99.2 |
|
Corporate
Presentation, dated August 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:
August 25, 2025
| SHARPS
TECHNOLOGY, INC. |
|
| |
|
| /s/
Paul K. Danner |
|
Paul
K. Danner |
|
Executive
Chairman (Principal Executive Officer) |
|
