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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): September 2, 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.
On
September 2, 2025, Sharps Technology, Inc. (the “Company”) entered into a Controlled Equity Offering Sales Agreement
(the “Sales Agreement”) with each of Cantor Fitzgerald & Co. (“Cantor”) and Aegis Capital Corp. (“Aegis”)
(each, an “Agent” and together, the “Agents”), pursuant to which the Company, from time to time, at its option
may offer and sell shares (the “ATM Shares”) of its common stock, par value $0.0001 per share (the “Company Common
Stock”), to or through Cantor, acting as principal and/or the sole designated sales agent having an aggregate sales price of up
to $236,605,575 (the “ATM Offering”).
Subject
to the terms and conditions of the Sales Agreement, Cantor will use its commercially reasonable efforts consistent with its normal trading
and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided the
Agents with customary indemnification and contribution rights in favor of the Agents, and the Agents will be entitled to a commission
of 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.
Sales
of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings”
as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) or by any other method permitted by
law. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate
the Sales Agreement.
This
description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement,
which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
The
Company Common Stock to be sold under the Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration
statement on Form S-3 (File No. 333-274146), which was filed with the Securities and Exchange Commission (the “SEC”)
on August 22, 2023, as amended on August 29, 2023 and declared effective by the Securities and Exchange Commission (“SEC”) on September 5,
2023 and a registration statement on Form S-3 (File No. 333-289980) filed pursuant to Rule 462(b) under the Securities Act for the purpose
of registering additional securities available to be sold under the registration statement on Form S-3 (File No. 333-274146) (collectively,
the “Registration Statement”), including a base prospectus as part of the Registration Statement, and a prospectus supplement dated September
2, 2025 relating to the offer and sale of the ATM Shares pursuant to the Sales Agreement.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Company Common Stock
nor shall there be any sale of shares of Company Common Stock in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal
opinion of Sichenzia Ross Ference Carmel LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM
Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
(a)
Exhibits
| Number |
|
Description |
| 1.1 |
|
Sales Agreement, dated as of September 2, 2025, by and among the Company, Cantor Fitzgerald & Co., and Aegis Capital Corp. |
| 5.1 |
|
Opinion of Sichenzia Ross Ference Carmel LLP |
| 23.1 |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in the opinion filed as Exhibit 5.1) |
| 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:
September 2, 2025
| SHARPS
TECHNOLOGY, INC. |
|
| |
|
| /s/
Paul K. Danner |
|
| Paul
K. Danner |
|
| Executive
Chairman (Principal Executive Officer) |
|
