UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

TOOF ~~SECTION~~THE 13SECURITIES OREXCHANGE ~~15(D)~~ACT OF ~~THE~~1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): September 26, 2025

~~Date~~SHARPS ~~of report (Date of earliest event reported): September 2~~TECHNOLOGY, ~~2025~~INC.

~~Sharps~~(Exact ~~Technology,~~name ~~Inc.~~of registrant as specified in its charter)

(Exact Name of Registrant as Specified in Its Charter)

Nevada

001-41355

82-3751728

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

~~Nevada~~105 Maxess Road, Suite 124,

~~(State~~Melville, orNY ~~Other Jurisdiction of Incorporation)~~11747

001-41355		82-3751728
(Commission File Number)		(IRS Employer Identification No.)

(Address of principal executive office) (Zip Code)

105 Maxess Road, Melville, New York 11747

(Address of Principal Executive Offices)

(631) 574-4436

(~~Registrant~~Registrants’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

~~(Former~~Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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, par value $0.0001	STSS	Nasdaq Capital Market
Common Stock Purchase Warrants	STSSW	~~NASDAQ~~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~~Growth ~~company~~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.

On September 226, 2025, Sharps Technology, Inc. (the “Company”) entered into aWaiver ~~Controlled~~and ~~Equity~~Consent ~~Offering Sales Agreement~~ (the “~~Sales~~Waiver ~~Agreement~~and Consent”) with ~~each~~certain holders of ~~Cantor~~the ~~Fitzgerald~~Company’s &securities ~~Co.~~ (~~“Cantor”)~~who ~~and~~collectively ~~Aegis~~beneficially ~~Capital~~own ~~Corp.~~at ~~(“Aegis”) (each,~~least an50.1% ~~“Agent”~~of ~~and~~the ~~together,~~then outstanding ~~the~~Registrable ~~“Agents”)~~Securities, ~~pursuant~~as todefined ~~which~~in the ~~Company,~~Registration ~~from~~Rights ~~time~~Agreement todated ~~time~~August 25, at2025 ~~its~~(the ~~option~~“Registration Rights ~~may~~Agreement”). ~~offer~~The Waiver and ~~sell~~Consent ~~shares~~waives (the ~~“ATM~~compliance ~~Shares”)~~ of ~~its~~the ~~common~~September ~~stock~~29, ~~par~~2025 ~~value~~filing ~~$0.0001~~date ~~per~~and ~~share~~extends (the ~~“Company~~deadline ~~Common~~for the ~~Stock”),~~Company to orfile ~~through~~the ~~Cantor,~~initial ~~acting~~resale asregistration ~~principal~~statement ~~and/or~~with the ~~sole~~Securities ~~designated~~and ~~sales~~Exchange ~~agent~~Commission ~~having~~to anthe ~~aggregate~~60th ~~sales~~calendar ~~price~~day ~~of up~~following tothe ~~$236~~Closing Date,~~605,575~~ (as defined in the ~~“ATM~~Registration ~~Offering”)~~Rights Agreement.

~~Subject~~The toforegoing ~~the~~descriptions ~~terms and conditions~~ of the ~~Sales~~Waiver ~~Agreement,~~and ~~Cantor~~Consent ~~will~~and ~~use~~Registration ~~its~~Rights ~~commercially~~Agreement ~~reasonable~~does ~~efforts~~not ~~consistent~~purport ~~with~~to ~~its~~be ~~normal~~complete ~~trading~~ and ~~sales~~are ~~practices~~qualified in totheir ~~sell~~entirety ~~the~~by ~~ATM~~reference ~~Shares from time~~ to ~~time, based upon~~ the ~~Company’s~~full ~~instructions.~~text ~~The~~of ~~Company has provided~~ the ~~Agents~~ ~~with~~Waiver ~~customary~~and ~~indemnification~~Consent and ~~contribution~~Registration ~~rights~~Rights ~~in favor of the Agents~~Agreement, ~~and~~which ~~the~~are ~~Agents~~filed ~~will~~as ~~be entitled to a commission~~Exhibit ~~of 3~~10.0%1 ofand ~~the~~10.2 ~~gross~~to ~~proceeds~~this ~~from~~Current ~~each~~Report ~~sale~~on ofForm ~~the~~8-K ~~ATM~~and ~~Shares~~are ~~pursuant~~incorporated toherein ~~the~~by ~~Sales Agreement~~reference.

Sales of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) or by any other method permitted by law. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

The Company Common Stock to be sold under the Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-274146), which was filed with the Securities and Exchange Commission (the “SEC”) on August 22, 2023, as amended on August 29, 2023 and declared effective by the Securities and Exchange Commission (“SEC”) on September 5, 2023 and a registration statement on Form S-3 (File No. 333-289980) filed pursuant to Rule 462(b) under the Securities Act for the purpose of registering additional securities available to be sold under the registration statement on Form S-3 (File No. 333-274146) (collectively, the “Registration Statement”), including a base prospectus as part of the Registration Statement, and a prospectus supplement dated September 2, 2025 relating to the offer and sale of the ATM Shares pursuant to the Sales Agreement.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Company Common Stock nor shall there be any sale of shares of Company Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Sichenzia Ross Ference Carmel LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(ad) Exhibits.

Number		Description
Exhibit No.		Description
1.1		Sales Agreement, dated as of September 2, 2025, by and among the Company, Cantor Fitzgerald & Co., and Aegis Capital Corp.
10.1		Form of Waiver and Consent, dated September 26, 2025
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
10.2		Form of Registration Rights Agreement, dated as of August 25, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on August 25, 2025).
23.1		Consent of Sichenzia Ross Ference Carmel LLP (included in the opinion filed as Exhibit 5.1)
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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~~thereunto duly authorized.

Date: September 2, 2025

	Sharps Technology, Inc.

Dated: September 29, 2025	By:	/s/ Paul K. Danner
	Name:	Paul K. Danner
	Title:	Executive Chairman (Principal Executive Officer)

SHARPS TECHNOLOGY, INC. /s/ Paul K. Danner Paul K. Danner Executive Chairman (Principal Executive Officer)

Filing Compare · Sharps Technology Inc.