UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On May 31, 2024, Sharps Technology, Inc., a Nevada corporation (the “Company”), entered into subscription agreements with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors 1,958,000 shares (the “Shares”) of Common Stock, par value $0.0001 per share of the Company at a price of $0.38 per share for gross proceeds to the Company of $744,040.
The Shares to be issued in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company’s Form 1-A (the “Offering Statement”), initially filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on May 21, 2024, and qualified on May 30, 2024.
Additionally, pursuant to a warrant inducement agreement (the “Warrant Agreement”) entered into on May 30, 2024, between the Company and certain investors, the investors exercised 4,441,715 warrants and the Company received $1,465,715 in gross proceeds and issued an aggregate of 4,441,715 new warrants (“New Warrants”) that are exercisable at $0.45 per share. The New Warrants will expire on the five (5) year anniversary of their initial exercise date which is six months from issuance. The New Warrant contains no anti-dilution or re-set features. If at the time of exercise there is no effective registration statement registering the New Warrants, or the prospectus contained therein is not available for the issuance of the New Warrants to the holder or the resale of the New Warrants by the holder, then the New Warrants may also be exercised, in whole or in part, at such time by means of a “cashless exercise”.
The offering closed on June 3, 2024.
Exhibits 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Subscription Agreement (incorporated by reference to Form 1-A filed on May 30, 2024) | |
| 4.2 | Form of New Warrant (incorporated by reference to current report on Form 8-K filed on June 3, 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 4, 2024
| SHARPS TECHNOLOGY, INC. | |
| /s/ Robert Hayes | |
| Robert Hayes | |
| Chief Executive Officer |