false 0001737995 0001737995 2023-12-19 2023-12-19 0001737995 STSS:CommonStock0.0001ParValueMember 2023-12-19 2023-12-19 0001737995 STSS:CommonStockPurchaseWarrantsMember 2023-12-19 2023-12-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): December 19, 2023

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 19, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Sharps Technology, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) to increase the aggregate number of shares of the Company’s common stock available under the 2023 Plan by 2,100,000 shares from 1,400,000 shares to a total of 3,500,000 shares (the “Plan Amendment”).

 

Descriptions of the 2023 Plan and the Plan Amendment are set forth in Proposal 4 of the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 7, 2023 (the “Proxy Statement”), and such descriptions are incorporated by reference herein. Those descriptions and the description of the Plan Amendment in this Item 5.02 of this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the 2023 Plan, as amended by the Plan Amendment, a copy of which is attached hereto and incorporated herein by reference in its entirety as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, 8,991,814 shares of the Company’s common stock were represented in person or by proxy out of the 15,274,457 shares outstanding and entitled to vote as of October 20, 2023, the record date for the Annual Meeting. In addition, one share of the Company’s Series A Preferred Stock was represented in person or by proxy outstanding entitled to vote at this meeting, which constitutes 29.5% or an additional 6,391,439 of the voting power of our stockholders, solely with respect to the election of directors. 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.

 

1. The Company’s stockholders elected the six individuals listed below as directors to serve on the Board of Directors (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   12,750,736    65,011    2,567,506 
Paul K. Danner   12,737,910    77,837    2,567,506 
Timothy J. Ruemler   12,732,441    83,306    2,567,506 
Brenda Baird Simpson   12,753,275    62,472    2,567,506 
Jason Monroe   12,744,370    71,377    2,567,506 
Robert M. Hayes   12,751,726    64,021    2,567,506 

 

 
 

 

2. The Company’s stockholders approved for purposes of complying with the provisions of those certain Securities Purchase Agreements dated September 27, 2023 (the “SPA”), the reduction of the potential minimum exercise price of warrants issued pursuant to the SPA from $0.64 to $0.0001, which is the par value of the common stock of the Company. The results of voting on the proposal are set forth below:

 

Votes For   Votes Against   Abstain   Broker Non-Votes

6,064,368

 

311,211

 

48,728

 

2,567,506

             

 

3. The Company’s stockholders approved the ratification of the appointment of Manning Elliott LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of voting on the proposal are set forth below:

 

Votes For   Votes Against   Abstain   Broker Non-Votes

8,913,211

 

68,907

 

9,695

 
             

 

4. The Company’s stockholders approved and ratified the Plan Amendment as described in Item 5.02 of this Current Report on Form 8-K. The results of voting on the proposal are set forth below:

 

Votes For   Votes Against   Abstain   Broker Non-Votes

5,566,619

 

810,150

 

47,538

 

2,567,506

             

 

5. The Company’s stockholders approved for purposes of complying with Nasdaq Listing Rule 5635, the potential issuance of shares of common stock issuable upon exercise of certain warrants. The results of voting on the proposal are set forth below:

 

Votes For   Votes Against   Abstain   Broker Non-Votes

6,136,188

 

261,522

 

26,597

 

2,567,506

             

 

6. The Company’s stockholders approved a proposal to authorize the Board, in its discretion at any time within one year after stockholder approval is obtained, to amend the Company’s Articles of Incorporation to effect a reverse stock split of shares of the Company’s common stock, at a ratio up to 1-for-4, with the exact ratio to be determined by the Company’s Board and included in a public announcement. The results of voting on the proposal are set forth below:

 

Votes For   Votes Against   Abstain   Broker Non-Votes
7,795,117  

1,182,269

 

14,427

 

0

             

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
10.1   Sharps Technology, Inc. Amended and Restated 2023 Equity Incentive Plan
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: December 20, 2023

 

SHARPS TECHNOLOGY, INC.  
   
/s/ Andrew R. Crescenzo  
Andrew R. Crescenzo  
Chief Financial Officer