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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 28, 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
As
previously disclosed, 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) 24,338,649 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) pre-funded warrants (the “Cash Pre-Funded
Warrants”) to purchase 16,715,385 shares of Common Stock (the “Cash Pre-Funded Warrant Shares,”) at an offering price
of $6.4999 per Pre-Funded Warrant, and (iii) stapled warrants (the “Cash Stapled Warrants,” and together with the Common
Stock and Cash Pre-Funded Warrants, the “Cash Securities”) to purchase 41,054,034 shares of Common Stock (the “Cash
Stapled Warrant Shares,”) at an exercise price of $9.75 per Cash Stapled Warrant.
Each of the Cash Pre-Funded
Warrants are 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 are 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 22,159,638
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 22,159,638 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.
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.
The Company raised proceeds of approximately $410,880,000
in the Offerings. In connection with the Offerings, the Company adopted a digital asset treasury strategy under which the principal holding
will be SOL, the native digital asset of the Solana blockchain (the “Treasury Strategy”).
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 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 were
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 cash 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 Offering: (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”).
Strategic
Advisor Agreements
On
August 28, 2025, the Company entered into a Strategic Advisor Agreement (the “Strategic Advisor
Agreement”) with Sol Markets, a Cayman Islands exempt company (the “Strategic Advisor”),
pursuant to which the Company engaged the Strategic Advisor to provide strategic advice and guidance relating to the Company’s
business, operations, growth initiatives and industry trends in the crypto technology sector for an initial term of two (2) years,
which may be extended by mutual written agreement of the Company and the Strategic Advisor. Either the Company or the Strategic
Advisor may terminate the Strategic Advisor Agreement upon one hundred eighty (180) days’ prior written notice or for cause,
as such term is defined in the Strategic Advisor Agreement. Pursuant to the terms of the Strategic Advisor Agreement, the Company
issued to the Strategic Advisor, the Strategic Advisor warrants (the “Strategic Advisor Warrants”) to
purchase 6,321,367 shares
of the Company’s Common Stock (the
“Strategic Advisor Warrants”) which is equal
to 10% of the aggregate number of shares of Cash Shares and the Pre-Funded Warrant
Shares. Upon the exercise of each Stapled Warrant, the Strategic Advisor shall receive an additional grant of Strategic Advisor Warrants to purchase an amount of
shares of Common Stock equal to 10% of the Stapled Warrant Shares underlying such exercised Stapled Warrant (such shares of Common Stock underlying the Strategic Advisor Warrants, the
“Strategic Advisor Warrant Shares”). Sol Markets is
controlled by James Zhang who is the brother of Alice Zhang, the Company’s new Chief Investment Officer and a Director of the
Company.
The exercise price per share of the Strategic Advisor Warrants shall
be equal to the par value of the Common Stock. The Strategic Advisor Warrants shall be exercisable, in whole or in part, at any time
and from time to time, for a period of seven (7) years from the date of issuance. The Strategic Advisor Agreements also contain customary
representations and warranties, confidentiality provisions and limitations on liability.
The
Strategic Advisor Warrants and the Strategic Advisor Warrant Shares are being offered in reliance upon the exemption from the registration
requirements of 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 Strategic Advisor Warrants and the Strategic Advisor 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
foregoing description of the Strategic Advisor Agreements and Strategic Advisor Warrants do not purport to be complete and are qualified
in their entirety by reference to the full texts of the Strategic Advisor Agreements and the Form of Strategic Advisor Warrants, copies
of which are attached hereto as Exhibits, 10.4 and 4.6, respectively, and incorporated herein by reference.
Consulting
Agreement
On
August 28, 2025, the Company entered into consulting agreement (the “Consulting Agreement”) with Sol Edge Limited
(the “Consultant”) pursuant to which the Company appointed the Consultant to provide asset management and related
services with respect to the Company’s digital assets in accordance with the Company’s Treasury Strategy.
The
assets subject to the Consultant Agreement consist of the net proceeds from the Offering as well as any other cash or digital assets
designated by the Company as part of its treasury (the “Treasury Assets”). The Treasury Assets are held in
cryptocurrency wallets established and controlled by the Company’s Consultant (or an affiliate), with custody maintained by a custodian
acceptable to the Company’s strategic committee.
The
Consultant is compensated according to a management fee schedule set forth in the Consultant Agreement The Company is responsible for
all reasonable and documented expenses related to the operation of the Treasury Strategy, including custodial, banking, brokerage, transaction,
and other related fees. The Consultant does not provide advice regarding securities, and the arrangement is structured to avoid the inclusion
of securities as defined under the Investment Advisers Act of 1940.
The
Consultant Agreement has a term of twenty (20) years. If the Company terminates the Consultant Agreement prior to the end of the term,
or if the Consultant terminates due to a material breach by the Company, the Company is required to pay the Consultant all fees and other
compensation that would have accrued through the end of the term as liquidated damages, paid monthly. The Consultant may terminate the
agreement at any time for any reason with at least one hundred twenty 120 days’ prior written notice.
This
arrangement is intended to provide the Company with professional management of its digital asset treasury, with a focus on maximizing
return and value accretion, while maintaining robust controls and oversight over the Company’s digital assets.
Sol Edge Limited is
also controlled by James Zhang.
In connection
with both the Strategic Advisor Agreement and Consultant Agreement, the Board formally established the Strategic Committee, composed
of Paul K. Danner and Alice Zhang, to oversee the development and execution of key strategic initiatives. The Consultant reports directly
to this Committee and operates under its guidance and direction.
The
foregoing descriptions of the Consultant Agreement do not purport to be complete and are qualified in their entirety by reference to
the full text of the Consultant Agreement, copies of which are attached hereto as Exhibits 10.5, and incorporated herein by reference.
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 Warrants, 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.
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. A copy of the press release is included as Exhibit 99.1 here and is incorporated herein
by reference.
On
August 28, 2025, the Company issued a press release announcing the closing of the Offerings. A copy of the press release is included
as Exhibit 99.2 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 99.3 to this Current Report on Form 8-K. The presentation is available on the Company’s investor
relations website at https://sharpstechnology.com/.
The
information under this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, 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
September 1, 2025, the Board formally established the Strategic Committee, composed of Paul K. Danner and Alice Zhang, to oversee the
development and execution of key strategic initiatives.
Current SOL Position
The Company’s current
position in Solana is over 2 million SOL, representing its commitment within its broader digital asset strategy.
Sharps Technology intends
to provide regular updates on its SOL holdings and performance metrics to ensure maximum transparency for investors.
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 |
| 4.1 |
|
Form of Cash Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on August 25, 2025). |
| 4.2 |
|
Form of Cryptocurrency Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Company on August 25, 2025). |
| 4.3 |
|
Form of Cash Stapled Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by the Company on August 25, 2025). |
| 4.4 |
|
Form of Cryptocurrency Stapled Warrant (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by the Company on August 25, 2025). |
| 4.5 |
|
Form of First Amendment to Series A Warrant (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by the Company on August 25, 2025). |
| 4.6 |
|
Strategic Advisor 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) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on August 25, 2025). |
| 10.2 |
|
Form of Cryptocurrency Securities Purchase Agreement, dated as of August 25, 2025, between Sharps Technology, Inc. and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on August 25, 2025). |
| 10.3 |
|
Form of Registration Rights Agreement, dated as of August 25, 2025, between Sharps Technology, Inc. and each Holder (as defined therein) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on August 25, 2025). |
| 10.4 |
|
Strategic Advisor Agreement, dated August 28, 2025, between Sharps Technology, Inc. and Sol Markets |
| 10.5 |
|
Consulting Agreement, dated August 28, 2025, between Sharps Technology, Inc. and Sol Edge Limited |
| 99.1 |
|
Press Release, dated August 25, 2025 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on August 25, 2025) |
| 99.2 |
|
Press Release, dated August 28, 2025 |
| 99.3 |
|
Corporate
Presentation, dated August 2025. (incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K filed by the Company on August 25, 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:
September 2, 2025
| SHARPS TECHNOLOGY, INC. |
|
| |
|
| /s/ Paul
K. Danner |
|
| Paul K. Danner |
|
| Executive Chairman (Principal Executive Officer) |
|
