Form 8-K - Current report

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): June 5, 2024

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 7.01 Regulation FD Disclosure

On June 5, 2024, Sharps Technology, Inc. (the “Company”) issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

Exhibits 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press Release dated June 5, 2024
104		Cover Page Interactive Data File (embedded with 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: June 5, 2024

SHARPS TECHNOLOGY, INC.

/s/ Robert Hayes
Robert Hayes
Chief Executive Officer

Exhibit 99.1

Sharps Technology Secures SC Asset Purchase Exclusivity with $1 Million Escrow Deposit

InjectEZ acquisition establishing Sharps position in the prefillable syringe (PFS) industry in the U.S. has progressed with the payment of $1 million into third-party escrow account.

Closing on the Asset Purchase and the Syringe Sales Agreement, for product orders totaling over $200 million for the first five years of operation, is expected within the next 60 days.

Based on the most likely timeframe, product shipments from the SC facility are planned to begin by Q2 of 2025.

NEW YORK, June 5, 2024, Sharps Technology, Inc., (NASDAQ: “STSS” and “STSSW”), an innovative medical device and pharmaceutical packaging company offering patented, best-in-class syringe products, has transferred a $1 million escrow deposit for the exclusive rights to purchase the InjectEZ assets from Nephron Pharmaceuticals in West Columbia, South Carolina. Sharps Technology recently signed the Asset Purchase Agreement and an accompanying five-year, $200 million syringe Sales Agreement with Nephron. Through these agreements that are expected to close within the next 60 days, although there can be no assurance, Sharps will become the first fully dedicated, specialized polymer prefillable syringe manufacturing plant in North America. The state-of-the-art syringe facility will be on track to begin product deliveries in the second quarter of 2025, with projected revenue expected to exceed $35 million for the first 12 months of sales.

“The revised deal better supports both Sharps and Nephron, and we are excited that the deposit has been made. We are working toward the final closing of the agreements over the next 60 days. The signed deal will also allow for new commercial opportunities that will be announced after the closing of the purchase of the InjectEZ operation,” commented Robert Hayes, Sharps Technology CEO. “There’s a lot of work ahead of us, but with the deposit in place, Sharps has been given access to the facility to begin key start-up activities. The Sharps team will continue its hard work behind the scenes, with contracted industry resources, to expedite our manufacturing implementation plan and get our product qualified for shipment to our customers as quickly as possible.”

Once the asset acquisition is closed, expected within 60 days, Sharps intends to immediately ramp-up the first phase of its manufacturing implementation plan and bring a new strategic partner into the fold. The initial phase of the plan includes the final facility buildout and upgrades to support the manufacture of pharmaceutical grade COC prefillable syringes on three state-of-the-art production lines. Product from the first line are expected to be qualified to ship early in the second quarter of 2025, and all three lines are expected to produce saleable product by the fourth quarter of 2025. The second and third manufacturing phases are planned to be completed by October 2027, and the three manufacturing expansions will be completed within the facility as it exists today.

The five-year, $200 million sales agreement included in the deal with Nephron provides for their purchase of Sharps’ next-generation copolymer prefillable syringes (PFS) manufactured at the SC plant as well as the qualification of the 10mL SoloGard polypropylene disposable syringes produced at Sharps’ Hungary facility that is expected to support future purchases. Sharps has also been developing other copolymer prefillable syringe sales opportunities by collaborating with several Fortune 500 medical product distributors, branded and generic pharma industry leaders, and companies in the rapidly expanding GLP-1 market. The execution of sample trials and the required qualification work for these healthcare customers is expected to begin around the middle of the first phase of Sharps manufacturing implementation to support shipping product to the market beginning early in the second quarter of 2025.

About Sharps Technology:

Sharps Technology is an innovative medical device and pharmaceutical packaging company offering patented, best-in-class smart-safety syringe products to the healthcare industry. The Company’s product lines focus on providing ultra-low waste capabilities, that incorporate syringe technologies that use both passive and active safety features. Sharps also offers products that are designed with specialized copolymer technology to support the prefillable syringe market segment. The Company has a manufacturing facility in Hungary and has partnered with Nephron Pharmaceuticals to expand its manufacturing capacity in the U.S. For additional information, please visit www.sharpstechnology.com.

Forward-Looking Statements:

This press release contains “forward-looking statements”. Forward-looking statements reflect our current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” “poised” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this press release relating to our business strategy, our future operating results and liquidity, and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, our ability to raise capital to fund continuing operations; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize products and services; changes in government regulation; our ability to complete capital raising transactions; and other factors relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance, or achievements. The Company assumes no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.

Investor Relations:

Dave Gentry

RedChip Companies, Inc.

1-800-RED-CHIP (733-2447)

Or 407-644-4256

STSS@redchip.com

Cover	Jun. 05, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 05, 2024
Entity File Number	001-41355
Entity Registrant Name	Sharps Technology, Inc.
Entity Central Index Key	0001737995
Entity Tax Identification Number	82-3751728
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	105 Maxess Road
Entity Address, City or Town	Melville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11747
City Area Code	631
Local Phone Number	574 -4436
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, $0.0001 par value
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	STSS
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	STSSW
Security Exchange Name	NASDAQ