UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

~~July~~August 2215, 2022

SHARPS COMPLIANCE CORP.

Commission File No. 001-34269

(Exact Name Of Registrant As Specified In Its Charter)


Delaware			74-2657168
(State Or Other Jurisdiction Of Incorporation Or Organization)			(IRS Employer Identification No.)

9220 Kirby Drive, Suite 500

Houston, Texas 77054

(Address Of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code)

713-432-0300

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o 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	Name of Each Exchange on Which Registered
Common Shares, $0.01 Par Value	SMED	The NASDAQ Capital Market

Indicate by check mark whether the registrant is a 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. ☐

TABLE OF CONTENTS

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

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

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

OnCash ~~July~~Bonuses ~~22, 2022, Sharps Compliance Corp. (the “Company”)~~ and W.Restricted Patrick Mulloy, the Company’s Chief Executive Officer and President, entered into an amendment (the “Amendment”) to Mr. Mulloy’s letter agreement dated April 1, 2022 (the “Employment Agreement”). Pursuant to the Amendment, if, within 24 months following a change in control (as defined in the Sharps Compliance Corp. 2010 Stock Plan, as amended (a “Change in Control”)), Mr. Mulloy’s employment with the Company ends due to (i) his termination without “cause” (as defined in the Employment Agreement), (ii) his resignation for “good reason” (as defined in the Amendment), (iii) the non-renewal of the term of the Employment Agreement, or (iv) his death or disability (as defined in the Employment Agreement), the Company will pay Mr. Mulloy cash severance in the amount of $600,000 subject to Mr. Mulloy’s (x) execution and non-revocation of a release and waiver of claims, (y) continued compliance with applicable restrictive covenants, and (z) agreement to perform transition consulting services for six months following his termination in exchange for $200,000 payable over such six-month consulting term. Except in the event of Mr. Mulloy’s death or disability, the $600,000 cash severance will be payable in substantially equal installments over the 18-month period that begins at the end of his six-month consulting term. In the event of Mr. Mulloy’s death or disability, the $600,000 cash severance will be payable in substantially equal installments over the 18-month period following his termination date. In addition, upon consummation of a Change in Control, Mr. Mulloy will be released from any obligation to repay the $100,000 signing bonus that he received on April 1, 2022. The Amendment also provides for the Company’s reimbursement of Mr. Mulloy’s attorneys’ fees, up to $10,000, in connection with the negotiation and drafting of the Amendment, the release agreement, and the consulting services agreement.Awards

~~The~~On ~~Amendment~~August is15, ~~filed~~2022, asthe ~~Exhibit~~Compensation ~~10.1~~Committee ~~hereto,~~of ~~and~~ the ~~above~~Board ~~description~~of Directors of Sharps Compliance Corp. approved the ~~Amendment~~following iscash ~~not~~bonuses ~~complete~~and restricted stock awards for certain officers and isemployees ~~qualified~~under inthe ~~its~~pre-existing ~~entirety~~Executive byCompensation ~~reference~~and toIncentive ~~Exhibit~~Plan ~~10.1,~~("ECIP") ~~which~~for isfiscal ~~incorporated~~year byended ~~reference~~June ~~herein.~~30, 2022.


Officer	Cash Bonuses		Restricted Stock Awards
Eric T. Bauer, Executive Vice President and Chief Financial Officer	$	38,958	11,131
Diana P. Diaz, Senior Vice President and Chief Accounting Officer	$	110,000	31,429
Gregory C. Davis, Vice President of Operations	$	60,938	16,714
Dennis P. Halligan, Vice President of Sales and Marketing	$	52,250	14,331
Other Employees	$	—	26,112

The restricted stock awards were granted under a shareholder approved stock plan and will vest over a four-year period (25% per year).

Item 9.01. Financial Statements and Exhibits.

~~(d) Exhibits~~None

ExhibitNumber			Description
10.1			Amendment to Employment Agreement between Sharps Compliance Corp. and W. Patrick Mulloy, dated July 22, 2022 (incorporated by reference to Exhibit (e)(26) of the Schedule 14D-9 filed by Sharps Compliance Corp. with the SEC on July 25, 2022)
104.0			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~July~~August 2717, 2022 SHARPS COMPLIANCE CORP.


			By: /s/ DIANA P. DIAZ
			Diana P. Diaz
			Senior Vice President and Chief Accounting Officer

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