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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
file number 001-41355

 Technology, Inc.

 (Exact
 name of registrant as specified in its charter)

 Nevada

 82-3751728

 State
 or other jurisdiction

 of
 incorporation or organization

 (I.R.S.
 Employer

 Identification
 No.)

 Maxess Road, Suite 124, Melville, NY

 11747

 (Address of principal executive
 offices)

 (Zip Code)

 Registrant's
Telephone number, including area code: (631) 574-4436

 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, Par Value $0.0001

 STSS

 Nasdaq Capital Market

 Common Stock Purchase Warrants

 STSSW

 Nasdaq Capital Market

 Securities
registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registered is a well-known seasonal issuer, as defined
in Rule 405 the Securities Act

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes No

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the last 90 days. Yes No

by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.

 Large accelerated
 filer

 Accelerated
 filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by a 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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As
of June 30, 2023 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market
value of the registrant's common stock held by non-affiliates of the registrant was $ 7,618,032, based on the closing price on
that date as reported on the NASDAQ Capital Market.

 As
of March 28, 2024, 15,670,898 shares of the registrant's common stock, par value $0.0001 per share, were issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Documents
incorporated by reference: None.

 TABLE
OF CONTENTS

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item
 1C

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Cautionary
Note Regarding Forward-Looking Statements

 This
annual report contains forward-looking statements and information within the meaning of Section
27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, which are subject to the "safe harbor" created by those sections. These forward-looking statements include,
but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected
costs, prospects and plans and objectives of management. The words "anticipates," "believes," "estimates,"
"expects," "intends," "may," "plans," "projects," "will," "would"
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and
you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks
and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without
limitation, the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which
they are made, and we do not assume any obligation to update any forward-looking statements.

 As
used in this report, the terms "Sharps" "we", "us", "our" and "Company" mean
Sharps Technology, Inc. and/or our subsidiaries, unless otherwise indicated.

 PART

 Item
1. Business

 Background
and Overview

Technology, Inc. is a medical device company that has designed and patented various safety syringes and is seeking to commercialize them.
We were initially incorporated under the laws of the State of Wyoming on December 16, 2017. Prior to March 22, 2022, we were a Wyoming
corporation and on March 22, 2022, we reincorporated as a Nevada corporation pursuant to a merger into a newly formed Nevada corporation
which was approved by our board of directors and the holders of the majority of our outstanding shares of common stock Sharps was incorporated
to purchase, develop, and commercialize a body of intellectual property resulting in a family of smart safety syringe products and innovative
drug delivery devices. Sharps closed the acquisition of this intellectual property in the fourth quarter of 2017. The intellectual property
we purchased consisted of issued patent and patent files, new designs and iterations, samples, regulatory files, manufacturing files,
product testing files, and market research files relating to such safety syringe products.

 In
June 2020, we entered into an asset/share purchase agreement with Safegard Medical Kft. and certain other parties, and in August 2020,
October 2020, and July 2021, we entered into amendments to this agreement (as amended, the "Safegard Agreement"). Under the
Safegard Agreement, we received an option to purchase either the stock of Safegard or certain assets of Safegard, including the Securegard
and Sologard product line of safety syringes and a manufacturing facility in Hungary, registered with the FDA and CE, for the manufacture
of safety syringes, for $2.5 million in cash plus additional consideration of 28,571 shares of common stock and 35,714 stock options
with an exercise price of $7.00 USD. Under the Safegard Agreement, Sharps was granted the right to operate the facility in Hungary at
our expense and continued to do so through the closing date which occurred on July 6, 2022.

 Sharps'
smart safety syringe products, which we refer to as Securgard, Sologard, and Sharps Provensa, are ultra-low waste
syringes that incorporate both passive and active safety and reuse prevention features, which we believe will provide us a competitive
advantage over other syringes. The Sharps Securegard and Sologard lines, currently being marketed by the Company, are multi-feature safety
syringes that had gained market acceptance prior to Sharps' acquisition but not been marketed or sold for several years due to
a decision by the owners to wind down the business. Safegard and Sologard are both FDA and WHO approved and Safegard currently carries
the European CE Mark. The Sharps Provensa syringe is a patented passive safety syringe that gained FDA clearance for subcutaneous and
intramuscular injections in June 2006. All three of these product lines are focused on innovatively addressing the most important needs
of the global healthcare market in the area of disposable syringes. The Company has not yet generated any revenues from the sale of the
Sharps products.

 On
September 29, 2022, the Company entered into an agreement (the "NPC Agreement") with Nephron Pharmaceuticals Corporation
("NPC") and various affiliates of NPC, including InjectEZ, LLC, t. The NPC Agreement intended to support several areas of
the Company's development and growth. The Company and NPC intended to supplement the NPC Agreement by entering into a manufacturing
supply agreement, a sales and distribution agreement and a pharma services program to support growth, and a future agreement to support
manufacturing expansion. As noted below, the sales and distribution agreement was terminated on March 8, 2024 and replaced. The original
manufacturing supply agreement, noted above, will be replaced as part of the Asset Purchase Agreement, entered into on September 22,
2023 (see below) and the Pharma Services agreement continues to be in place, but no activities have occurred to date. The Company is
currently working to amend the terms of this NPC Agreement. based on the below September 22, 2023 Asset Purchase Agreement.

 The
Pharma Services Program (PSP) with Nephron is intended to create new business development growth opportunities for both companies. These
opportunities will include the development and sale of next generation drug delivery systems that will be produced by the Company and can
be purchased by the healthcare industry, pharmaceutical markets, as well as by Nephron.

 On
September 29, 2022, the Company also entered into an agreement (the "Nephron Agreement") with InjectEZ, LLC ("InjectEZ"),
Nephron Pharmaceuticals Corporation ("NPC"), Nephron SC, Inc. ("NSC"), and Nephron Sterile Compounding Center
LLC ("Sterile") (NPC, NSC, and Sterile are sometimes collectively referred to as "Nephron"), pursuant to which
Sharps was to provide technical advice and assistance to support manufacturing by InjectEZ, purchase certain quantities of syringes as
they may order or require, and collaborate with Nephron on certain related business endeavors. The Company is currently working
to amend the terms of the Nephron Agreement based on the below September 22, 2023 Asset Purchase Agreements.

 On
September 22, 2023, the Company entered into a series of agreements with Nephron and Nephron's wholly owned subsidiary
InjectEZ, LLC. The Company entered into an asset purchase agreement (the "Asset Purchase Agreement") to purchase certain
equipment and leasehold improvements at Nephron's facility (the "Facility") in West Columbia, South Carolina. The
Company continues to work with Nephron towards the purchase of the Nephron facility pursuant to the Asset Purchase Agreement dated
September 22, 2023. This Asset Purchase Agreement, when closed, will supercede the manufacturing and supply agreement entered into
in connection with the NPC Agreement on September 29, 2022, as noted in the subsequent paragraph. The closing of the Asset Purchase
Agreement is contingent on obtaining the necessary financing and there can be no assurance that the closing of the asset sale will
occur.

 On
March 4, 2024 (the "Effective Date") the Company entered into a cooperative sales and distribution agreement (the "Agreement)
with Roncadelle Operations s.r.l (Roncadelle"). In conjunction with the execution of the Agreement, Roncadelle appointed
the Company as its exclusive distributor of Roncadelle products in the United States, Canada, Central and South America and their territories.
The Company appointed Roncadelle as its exclusive distributor of Sharps products in Europe, Middle East, APAC, South Africa and Australia and
their territories. The Company and Roncadelle agreed to bear their own separate costs and expenses, including fees and other expenses, relating
to external advisors and the preparation negotiation, execution and performance of this Agreement and any related documents. The Agreement
is effective as of the Effective Date for the initial period of one (1) year (the "Initial Term"). Upon expiration of the
Initial Term, the term of the Agreement shall automatically renew for additional successive one-year terms, unless either party provides
written notice of non-renewal at least ninety (90) days prior to the end of the then-current term, unless any renewal term is terminated
earlier pursuant to the terms of the Agreement or applicable law. (See "Recent Developments")

 On
March 8, 2024, the Company and Nephron Pharmaceuticals Corporation terminated their distribution agreement dated December 8, 2022.
The Nephron distribution agreement has been partially replaced by the aforementioned Agreement with Roncadelle, as stated above, and
plans to use other parties to distribute for the US domestic market. The Company entered into a new logistics services agreement on
the warehousing side with Owens and Minor ("O&M") to replace Nephron's distribution services. The Company had
no revenues from the Nephron Distribution Agreement and does not believe that the cancellation is material. The Company is currently
negotiating its contract with O&M to provide 3PL services for both the Company and Roncadelle products, in North and South
America, beginning in the third quarter of 2024. The Company and Nephron continue to maintain the Pharma Services Program (PSP) that
focuses on the creation of new business development and growth opportunities for both companies. These opportunities will include
the development and sale of next generation drug delivery systems that will be produced by the Company and can be purchased by the
healthcare industry, pharmaceutical markets, and Pharma companies such as Nephron and others.

 Although
we currently have production capacity for our products and thus the ability to receive and fulfill orders, we used the proceeds from
the February 2023 and September 2023 fund raising to allow us to further increase our production capacity, build inventory and
support working capital requirements This will help us to generate and fulfill orders for our current product line and advance our
new innovative products in connection with recent collaboration arrangements. We are currently continuing to produce commercial
quantities of our products and building inventory to support the Sales and distribution Agreement with Roncadelle, in anticipation
of receiving additional orders in 2024.

 We
continue to be in discussions with healthcare companies and distributors for sales of our disposable syringe and prefillable syringe
products. We intend to market these products to the U.S. and foreign governments and have already received a Purchase Order for our first
Securegard sales to South America. We will also look to sell our disposable syringe products to hospitals and clinician offices as opportunities
present themselves.

 The
Sharps Securegard product line continues to represent our initial disposable syringe platform to be commercially available to the market.
The addition of the Sologard products and SafeR products from Roncadelle are recent expansions to the Company's product portfolio.
These platforms have advanced features and benefits to support the needs of the market along with a high level of readiness for manufacturing
and the ability to provide large commercial quantities for customers.

 There
continues to be delays in the commercialization of the Sharps Provensa product line. The product's specialized technology
requires further design and assembly optimization as identified in our previous commercialization efforts. This on-going product
refinement process is typical with the development of new technology for the healthcare market to ensure the products are safe and
effective for use every time. At this time Sharps is not able to determine a timeline for final commercialization of the Provensa
product.

 Our
Products

 DISPOSABLE
SYRINGES:

 Smart
safety disposable syringes with ultra-low waste technology are the preferred syringe platform for the administration of many
vaccines and injectable medications. Their design inherently reduces the amount of drug product that is thrown away, minimizing
wasted therapies and thus improving the supply of crucial and in-demand medicines. Sharp's disposable syringe lines carry less
than 20 microliters of dead space, as compared to the 70 microliters "Low Dead Space" designation and the up to 140
microliters dead space found in competitors' syringes. In addition, both passive and active safety features are those most
requested by clinicians in the field, in order to avoid infectious needlestick injuries, and reuse prevention features are a
requirement by the World Health Organization.

 The
Sharps Securegard and Sologard, and Roncadelle SafeR safety syringe product lines incorporate both active and passive safety features
and have been designed to address the three primary administration concerns with syringe delivery systems

 1.
 Accidental needlestick injuries: these occur when the clinician is stuck with an infected needle. According to the WHO, these
accidents likely take place in excess of 2 million times per year. When a clinician receives an infectious needlestick injury, any blood
borne disease which the patient had, could be transmitted to them. A 2016 World Health Organization Commission reported that over 16
billion injections are delivered worldwide each year (pre-Covid era). A recent analysis showed that 55.1% of healthcare workers had sustained
a needlestick injury, or NSI, at some point in their career. Over one million healthcare worker NSIs are documented each year in the
US and Europe and over 3 million worldwide with the true incidence believed to be more than double those numbers as over half of injuries
go unreported. US data on injury trends disturbingly show recent worsening despite safety campaigns and protocols. In a 2016 study, economic
analysis has placed the average cost of an NSI at $747 (direct plus indirect costs) and strongly supported the use of safety-engineered
devices for injection. Low compliance with recommended safety protocols can be seen upon examination of injury data where a majority
of injuries continue to occur with non-safety devices or before full activation of a safety-protection feature.

 2. Wasted
medicine/dead space: all needle and syringes have dead space which permits the accumulation of injectable medications which
cannot be accessed and are thrown away with each injection. Sharps disposable safety syringes have less than 20 microliters of waste
space – others have as much as 140 microliters of waste space. Without knowing what syringe is going to be used,
pharmaceutical companies must overfill their vials to account for this loss. For difficult to manufacture injectable medications,
this reduces the number of lifesaving doses which could be available to the public. When doses are extremely small, waste space can
exceed the required dose. That means more medications are being thrown away than injected into the patient. When healthcare
providers use ultra-low waste syringes with multi-dose vials it allows for the availability of up to 20% to 40% more medication for
patients that need the treatment.

 3.
 Reuse prevention: the reuse of a needle or syringe puts patients and populations in danger of contracting debilitating and deadly
bloodborne diseases such as Hepatitis B, Hepatitis C, and possibly HIV. Both passive and active features are designed into Sharps syringes
to eliminate this risk. Reuse prevention is recognized by the WHO as a required feature for its syringe distribution programs and the
Securegard product line has been approved by the organization.

 PREFILLABLE
SYRINGES:

Technology is poised to expand its commercialized product portfolio through the anticipated Asset Purchase Agreement with Nephron Pharmaceuticals
and the collaborative agreement with Roncadelle Operations. The Asset Purchase Agreement is focused on the development and manufacture
of high value prefillable syringe systems that are highly sought after by the healthcare industry and pharmaceutical markets, with projected
product supply beginning early in 2025. Sharps is currently working with a leading U.S. based global healthcare company to develop and
manufacture polymer prefillable syringes and components for their drug products, and plans are already being developed by Sharps for
further expansion of its current manufacturing capabilities to support the anticipated future industry and customer demand for prefillable
syringe systems capable of incorporating passive safety, low waste, and reuse prevention features as applicable. The prefillable syringe
lines will utilize highly automated equipment and controlled environments established in collaboration with manufacturing and healthcare
industry leaders. These premium offerings will be made from what the Company believes to be the highest quality raw materials, on the
most innovative technology, and will be compliant with the USP standards required in the United States as well as the EP and JP international
standards. The products provide an alternative high-quality solution to glass syringes by utilizing inert polymers such as Cyclic Olefin
Polymer (COP) and Cyclic Olefin Copolymer (COC). These polymer syringes have many of the same characteristics as current pharmaceutical
glass to support long term drug stability. The product pipeline includes 1mL short, 2.25mL, 5 mL, 10ml and 50ml volumetric sizes, silicone
free systems and ophthalmic drug delivery for the ever-growing cosmetics market, dual chamber systems for lyophilized products, and custom
container solutions for autoinjectors.

 Competitive
Environment

 We
anticipate our major domestic competitors will include Retractable Technologies, Inc., Becton Dickinson & Company, Medtronic Minimally
Invasive Therapies ("Medtronic," formerly known as Covidien), Terumo Medical Corp., Smiths Medical, and B Braun. Our competitors
may have greater financial resources, larger and more established sales, marketing, and distribution organizations; and greater market
influence, including long-term and/or exclusive contracts.

 We
anticipate that we will compete primarily on the basis of healthcare worker and patient safety, product performance, and quality. We
believe our competitive advantages will include the combination of a family of innovative drug delivery systems incorporating active
and passive safety features, and ultra-low waste features.

 Government
Regulations

 In
the United States, the Federal Food, Drug and Cosmetic Act, or FDCA, FDA regulations and other federal and state statutes and regulations
govern, among other things, medical device design and development, preclinical and clinical testing, premarket clearance or approval,
registration and listing, manufacturing, labeling, storage, advertising and promotion, sales and distribution, export and import, and
post-market surveillance. The FDA regulates the design, manufacturing, servicing, sale and distribution of medical devices. Failure to
comply with applicable U.S. requirements may subject a company to a variety of administrative or judicial sanctions, such as FDA refusal
to approve pending applications, warning letters, product recalls, product seizures, total or partial suspension of production or distribution,
injunctions, fines, civil penalties and criminal prosecution.

 Unless
an exemption applies, each medical device we wish to distribute commercially in the United States will require marketing authorization
from the FDA prior to distribution. The two primary types of FDA marketing authorization applicable to a device are premarket notification,
also called 510k clearance, and premarket approval, also called PMA approval. The type of marketing authorization is generally linked
to the classification of the device. The FDA classifies medical devices into one of three classes (Class I, II or III) based on the degree
of risk the FDA determines to be associated with a device and the level of regulatory control deemed necessary to ensure the device's
safety and effectiveness. Devices requiring fewer controls because they are deemed to pose lower risk are placed in Class I or II. Class
I devices are deemed to pose the least risk and are subject only to general controls applicable to all devices, such as requirements
for device labeling, premarket notification and adherence to the FDA's current Good Manufacturing Practices, or cGMP, known as
the Quality System Regulations, or QSR. Class II devices are intermediate risk devices that are subject to general controls and may also
be subject to special controls such as performance standards, product-specific guidance documents, special labeling requirements, patient
registries or post-market surveillance. Class III devices are those for which insufficient information exists to assure safety and effectiveness
solely through general or special controls and include life sustaining, life-supporting or implantable devices, devices of substantial
importance in preventing impairment of human health, or which present a potential, unreasonable risk of illness or injury. Our Sharps
Provensa has been cleared by the FDA under the 510k premarket notification process (Class II).

 Outside
of the United States, our ability to market our products will be contingent also upon our receiving marketing authorizations from the
appropriate foreign regulatory authorities, whether or not FDA approval or clearance has been obtained. The foreign regulatory approval
process in most industrialized countries generally encompasses risks similar to those we will encounter in the FDA approval or clearance
process. The requirements governing conduct of clinical trials and marketing authorizations, and the time required to obtain requisite
approvals, may vary widely from country to country and differ from those required for FDA approval or clearance.

 The
sale of medical products is subject to laws and regulations pertaining to health care fraud and abuse, including state and federal anti-kickback,
anti-self-referral, and false claims laws in the United States.

 Intellectual
Property

 Intellectual property rights, particularly patent rights, are material
to our business. We own four patents used in the Sharps Provensa, which expire between 2035 and 2040. Our issued patents include a design
patent (USD743,025) for the ornamental design for a safety syringe which will reach full term and expire on November 10, 2029, a patent
(US 10,980,950) for an ultra low-waste needle and syringe system that automatically and passively renders a needle safe during the injection
process, a patent (US 11,154,663) for a pre-filled safety needle and syringe system, and a patent (US 11,497,860) for a Ultra-Low Waste
Disposable Safety Syringe for Low Dose Injections.

 We have two additional pending patent applications in the United States
and four PCT (Patent Cooperation Treaty) patent applications. The patent applications, which we own, have an anticipated expiration date
of 2039/2040. The pending patent applications are for (i) an ultra-low waste disposable syringe with self-adjusting integrating safety
features, and (ii) a needle and syringe system with automatic safety shield that renders a needle safe. Our pending patent applications
are for utility patents. With respect to the last of these patent applications, we have, in addition to our United States patent application,
also filed PCT patent applications. The PCT applications have entered National Phase. Some of the issued US patents have issued in other
countries, some are still pending.

 We
have certain trademarks for Sharps Provensa, Sharps Provensa Ultra-Low Waste and filed applications to register other trademarks for
use in our Sharps Provensa product line.

 Human
Capital

 We
have fifty-seven full-time employees, two of which are our Chief Executive Officer and Chief Financial Officer, and retain the services
of additional personnel, as needed, on an independent contractor basis to support R&D, Finance, Marketing and Regulatory areas. We
do not have any part-time employees. Of the fifty-seven employees, fifty work at our facilities in Hungary. We expect to add additional
employees as we increase production capacity.

 Corporate
Information

 The
Company was incorporated in the State of Wyoming on December 16, 2017. On March 22, 2022, we reincorporated as a Nevada corporation.
Our principal business address is 105 Maxess Road, Melville, New York 11747. We maintain our corporate website at sharpstechnology.com.
The reference to our website is an inactive textual reference only. The information that can be accessed through our website is not part
of this Form 10K, and investors should not rely on any such information in deciding whether to purchase our securities.

 Available
Information

 The
address of our principal executive office is 105 Maxess Road, Melville, New York 11747.

 Our
common stock and warrants are quoted on the Nasdaq under the symbol "STSS" and "STSSW". We file annual,
quarterly, and current reports, proxy statements and other information with the U.S. Securities Exchange Commission (the
"SEC"). These filings are available to the public on the Internet at the SEC's website at

 Our
corporate website is located at www.sharpstechnology.com (this website address is not intended to function as a hyperlink and the
information contained on our website is not intended to be a part of this Report). We make available free of charge on  STSS.com//
our annual, quarterly, and current reports, and amendments to those reports if any, as soon as reasonably practical after we electronically
file such material with, or furnish it to, the SEC. We may from time to time provide important disclosures to investors by posting them
in the Investor Relations section of our website.

 Item
1A. Risk Factors

 You
should carefully consider the following risk factors and the other information included herein as well as the information included in
other reports and filings made with the SEC before investing in our common stock. The following factors, as well as other factors affecting
our operating results and financial condition, could cause our actual future results and financial condition to differ materially from
those projected. The trading price of our common stock could decline due to any of these risks, should they materialize, and you may
lose part or all of your investment.

 Risks
Related to Our Technology, Business, and Industry

 We
are an early-stage company with a history of losses.

 We
incurred net losses of $9,841,638 and $4,639,662 for the year ended December 31,2023 and 2022, respectively. We have not generated any
revenue to date, and we had accumulated deficit of $25,149,004 as of December 31, 2023. We have developed our Sharps product
line but there can be no assurance that it will be commercially successful. Our potential profitability is dependent upon a number of
factors, many of which are beyond our control.

 If
we are unable to achieve and sustain profitability, the value of our business and common stock may significantly decrease.

 We
have a limited operating history and we may not succeed.

 We
have a limited operating history, and we may not succeed. We have commercialized our Securgard syringe products in mid 2023 yet no revenues
have occurred and have not yet commercialized our Sharps Provensa products. You should consider, among other factors, our prospects for
success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages. For example, unanticipated
expenses, problems, and technical difficulties may occur and they may result in material challenges to our business. We may not be able
to successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, such failure
could have a material adverse effect on our business, financial conditions and results of operation. We may never generate significant
revenues or achieve profitability.

 We
may not succeed in commercializing Sharps products or any future product.

 We
may face difficulties or delays in the commercialization of Sharps products, which could result in our inability
to timely offer products or services that satisfy the market. We may, for example, encounter difficulties due to:

 our inability to adequately
 market our products;

 our inability to effectively
 scale manufacturing as needed to maintain an adequate commercial supply of our products;

 our inability to attract
 and retain skilled support team, marketing staff and sales force necessary to increase the market for our products and to maintain
 market acceptance for our products; and

 the difficulty of establishing
 brand recognition and loyalty for our products.

 In
addition, to increase our production capacity, we will need to build inventory, which will require that we purchase certain
additional equipment, including molding machines and molds. We have not received any significant orders to date. Even if we succeed
in building inventory, and increasing our production capacity, there is no assurance we will receive additional orders for our Sharps
= products or any future products.

 We
may encounter significant competition and may not be able to successfully compete.

 There
are many medical device companies offering safety syringes, and more competitors are likely to arrive. Some of our competitors have considerably
more financial resources than us. As a result, we may not be able to successfully compete in our market, which could result in our failure
to successfully commercialize Sharps disposable syringe products or otherwise fail to successfully compete. We anticipate that our major
domestic competitors will include Retractable Technologies, Inc., Becton, Dickinson & Company, Medtronic Minimally Invasive Therapies,
Terumo Medical Corp., Smiths Medical, and B Braun. There can be no assurances that we will be able to compete successfully in this environment.

 We
are vulnerable to new technologies.

 Because
we have a narrow focus on particular product lines and technology (currently, safety needle products), we are vulnerable to the development
of superior or similar competing products and to changes in technology which could eliminate or reduce the need for our products. If
a superior or similar technology is created, the demand for our products could be adversely affected.

 We
are subject to product liability risk.

 As
a manufacturer and provider of safety needle products, we will face an inherent business risk of exposure to product liability claims.
Additionally, our success will depend on the quality, reliability, and safety of our products and defects in our products could damage
our reputation. If a product liability claim is made and damages are in excess of our product liability coverage (which is currently
$5 million, and which we may increase as we commence and increase sales of our products), our competitive position could be weakened
by the amount of money we could be required to pay to compensate those injured by our products. In the event of a recall, we have recall
insurance.

 Our
business may be affected by changes in the health care regulatory environment.

 In
the U.S. and internationally, government authorities may enact changes in regulatory requirements, reform existing reimbursement programs,
and/or make changes to patient access to health care, all of which could adversely affect the demand for our products and/or put downward
pressure on our prices. Future healthcare rulemaking could affect our business. We cannot predict the timing or impact of any future
rulemaking or changes in the law.

 The
approval process for medical device products outside the United States varies among countries and may limit our ability to develop, manufacture
and sell our products internationally. Failure to obtain marketing and regulatory approval in international jurisdictions would prevent
our products from being marketed abroad.

 In
order to market and sell our Provensa product line and any additional medical device products we may develop in the future in the European
Union and many other jurisdictions, we, and our collaborators, must obtain separate marketing approvals and comply with numerous and
varying regulatory requirements. We have not yet received approval or clearance to sell our products in any jurisdiction outside the
United States. The approval procedure varies among countries and may involve additional testing. We may conduct clinical trials for,
and seek regulatory approval to market, our product candidates in countries other than the United States. If we or our collaborators
seek marketing approval for a product candidate outside the United States, we will be subject to the regulatory requirements of health
authorities in each country in which we seek approval. With respect to marketing authorizations in Europe, we will be required to submit
a European Marketing Authorisation Application, or MAA, to the European Medicines Agency, or EMA, which conducts a validation and scientific
approval process in evaluating a product for safety and efficacy. The approval procedure varies among regions and countries and may involve
additional testing, and the time required to obtain approval may differ from that required to obtain FDA approval or clearance. In addition,
marketing approval or clearance by the FDA does not ensure approval or clearance by the health authorities of any other country.

 Ongoing
regulation of our products may limit how we market our products, which could materially impair our ability to generate revenue.

 Approval
or clearance of a medical device product may carry conditions that limit the market for the product or put the product at a competitive
disadvantage relative to alternative products. For instance, a regulatory approval or clearance may limit the indicated uses for which
we can market a product or the patient population that may utilize the product. These restrictions could make it more difficult to market
any product effectively. Accordingly, we expect to continue to expend time, money and effort in all areas of regulatory compliance.

 We
are dependent on our management; without whose services our business operations could cease.

 At
this time, our management is wholly responsible for the development and execution of our business plan. If our management should choose
to leave us for any reason before we have hired additional personnel, our operations may fail. Even if we are able to find additional
personnel, it is uncertain whether we could find qualified management who could develop our business along the lines described herein
or who would be willing to work for compensation the Company could afford. Without such management, the Company could be forced to cease
operations and investors in our common stock or other securities could lose their entire investment.

 We
may not be able to raise capital as needed to develop our products or maintain our operations.

 We
expect that we will need to raise additional funds to execute our business plan and expand our operations. Additional financing may not
be available to us on favorable terms, or at all. If we cannot raise needed funds on acceptable terms, the Company's business and
prospects may be materially adversely affected.

 Health
care crises could have an adverse effect on our business.

 Particularly
during 2020, several states and local jurisdictions imposed, and others in the future may impose, "shelter-in-place" orders,
quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Although
the manufacturing facility we operate continued to operate during the 2020-2021 COVID-19 pandemic due to its status as an essential
business, we cannot guarantee that the situation would be the same for any future pandemic.
In the future, we may elect or be required to close temporarily which would result in a disruption in our activities and operations.
Our supply chain, including transportation channels, may be impacted by any such restrictions as well. Any such disruption could impact
our sales and operating results.

 Widespread
health crises also negatively affect economies which could affect demand for our products. While we plan to market our Sharps smart safety
syringe products for use for injecting medicines as well as Covid-19 and other vaccines, in the event of a resurgence of COVID-19 or
in the case of any future pandemic, there is no guarantee that revenues from syringes needed for vaccines would offset the effects to
our business in a global economic decline.

 Health
systems and other healthcare providers in our markets that provide procedures that may use our products have suffered financially and
operationally and may not be able to return to pre-pandemic levels of operations. Travel and import restrictions may also disrupt our
ability to manufacture or distribute our devices. Any import or export or other cargo restrictions related to our products, or the raw
materials used to manufacture our products could restrict our ability to manufacture and ship products and harm our business, financial
condition, and results of operations.

 Our
key personnel and other employees could still be affected by any future pandemic, which could affect our ability to operate
efficiently.

 Our
business may be adversely affected by uncertainties in obtaining and enforcing intellectual property rights.

 We
believe our main competitive strength is our technology, including patent protection and trade secrets relating to the manufacture and
design of our products. We are dependent on patent rights to prevent unlawful copying of our products, and if the patent rights are invalidated
or circumvented, our business would be adversely affected. We consider patent protection to be of material importance in the design,
development, and marketing of our products.

 Our
patent pending applications may not issue as patents, which may have a material adverse effect on our ability to prevent others from
commercially exploiting products similar to ours.

 We
have four issued patents, two pending patent applications in the United States, and four PCT (Patent Cooperation Treaty) patent application.
We cannot be certain that we are the first inventor of the subject matter to which we have filed a particular patent application, or
if we are the first party to file such a patent application. If another party has filed a patent application to the same subject matter
as we have, we may not be entitled to the protection sought by the patent application. Further, the scope of protection of issued patent
claims is often difficult to determine. As a result, we cannot be certain that the patent applications that we file will issue, or that
our issued patents will be broad enough to protect our proprietary rights or otherwise afford protection against competitors with similar
technology. In addition, the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Our competitors
may challenge or seek to invalidate our issued patents, or design around our issued patents, which may adversely affect our business,
prospects, financial condition or operating results. Also, the costs associated with enforcing patents, confidentiality and invention
agreements, or other intellectual property rights may make aggressive enforcement impracticable.

 Illegal
distribution and sale by third parties of counterfeit versions of our products could have a negative impact on us.

 Third
parties may illegally distribute and sell counterfeit versions of our products which do not meet our rigorous manufacturing and testing
standards. Our reputation and business could suffer harm as a result.

 Risks
Related to Our Securities

 Our
common stock could be subject to extreme volatility.

 The
trading price of our common stock may be affected by a number of factors, including events described in the risk factors set forth in
this annual report, as well as our operating results, financial condition and other events or factors. In addition to the uncertainties
relating to future operating performance and the profitability of operations, factors such as variations in interim financial results
or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our
common stock. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced
substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock and
wide bid-ask spreads. These fluctuations may have a negative effect on the market price of our common stock. In addition, the securities
market has, from time to time, experienced significant price and volume fluctuations that are not related to the operating performance
of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

 We
have never paid common stock dividends and have no plans to pay dividends in the future, as a result our common stock may be less valuable
because a return on an investor's investment will only occur if our stock price appreciates.

 Holders
of shares of our common stock are entitled to receive such dividends as may be declared by our Board of Directors. To date, we have paid
no cash dividends on our shares of common stock, and we do not expect to pay cash dividends on our common stock in the foreseeable future.
We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our
common stock will be in the form of appreciation, if any, in the market value of our shares of common stock. There can be no assurance
that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

 Our
shares will be subject to potential delisting if we do not maintain the listing requirements of the Nasdaq Capital Market.

 The
shares of our common stock are listed on the Nasdaq Capital Market, or Nasdaq. Nasdaq has rules for continued listing, including, without
limitation, minimum market capitalization and other requirements. Failure to maintain our listing, or de-listing from Nasdaq, would make
it more difficult for shareholders to dispose of our common stock and more difficult to obtain accurate price quotations on our common
stock. This could have an adverse effect on the price of our common stock. Our ability to issue additional securities for financing or
other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if
our common stock is not traded on a national securities exchange.

 If
we fail to comply with the continued listing requirements of NASDAQ, we may face possible delisting, which would result in a limited
public market for our shares and make obtaining future debt or equity financing more difficult for us. Specifically, as disclosed in
a Current Report filed on Form 8-K on July 16, 2023, the Company had received a notice (the "Notice") from the staff of the
Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company
that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the "Rule") because it failed to maintain a minimum bid
price of $1.00 over the previous 30 consecutive business days dated May 26, 2023 to July 11, 2023. The Rules provide the Company a compliance
period of 180 calendar days in which to regain compliance. If at any time during this 180 day period the closing bid price of the Company's
security is at least $1 for a minimum of ten (10) consecutive business days, the Staff will provide written confirmation of compliance
and this matter will be closed.

 On
January 16, 2024, the Staff determined that the Company is eligible for an additional 180 calendar day period, or until July 8, 2024,
to regain compliance. The Staff's determination is based on the Company meeting the continued listing requirement for market value
of publicly held shares and all other applicable requirements for initial listing on the Capital Market with the exception of the bid
price requirement, and the Company's written notice of its intention to cure the deficiency during the second compliance period
by effecting a reverse stock split, if necessary. However, if it appears to the Staff that the Company will not be able to cure the deficiency,
the Staff will provide notice that its securities will be subject to delisting. The Company will continue to monitor the closing bid
price of its Common Stock and will consider its available options to resolve the deficiency and regain compliance with the Minimum Bid
Price Requirement within the allotted compliance period. There can be no assurance that the Company will regain compliance with the Minimum
Bid Price Requirement.

 We
will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time
to compliance with our public company responsibilities and corporate governance practices.

 As
a public company, we will incur significant legal, accounting and other expenses, which we
expect to further increase after we are no longer an "emerging growth company." The Sarbanes-Oxley Act, the Dodd-Frank Wall
Street Reform and Consumer Protection Act, the listing requirements of the Nasdaq Capital Market, and other applicable securities rules
and regulations impose various requirements on public companies. Our management and other personnel will devote a substantial amount
of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance
costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will
incur as a public company or the specific timing of such costs.

 As
a result of being a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting,
and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a
result, the value of our common stock.

 We
are required for 2023, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness
of our internal control over financial reporting as of the end of the fiscal year that coincides with the filing of our second annual
report on Form 10-K. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal
control over financial reporting. In addition, our independent registered public accounting firm may be required to attest to the effectiveness
of our internal control over financial reporting in our first annual report required to be filed with the SEC following the date we are
no longer an "emerging growth company." We have commenced the costly and time-consuming process of compiling the
system and processing documentation necessary to perform the evaluation needed to comply with Section 404, and we expect to be able to
complete our evaluation, testing and any required remediation in a timely fashion. Our compliance with Section 404 will
require that we incur substantial expenses and expend significant management efforts. We currently do not have an internal audit group,
and we in the future we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting
knowledge and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

 Our
current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. In addition,
changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business
processes, systems and controls to accommodate such changes. Additionally, if these new systems, controls or standards and the associated
process changes do not give rise to the benefits that we expect or do not operate as intended, it could adversely affect our financial
reporting systems and processes, our ability to produce timely and accurate financial reports or the effectiveness of internal control
over financial reporting. Moreover, our business may be harmed if we experience problems with any new systems and controls that result
in delays in their implementation or increased costs to correct any post-implementation issues that may arise.

 Any
failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition
or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, we could lose
investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and
we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness
in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies,
could also restrict our future access to the capital markets.

 A
sale of a substantial number of shares of our common stock may cause the price of the common stock to decline.

 If
our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall.
These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that
we deem reasonable or appropriate. Stockholders who have held their shares for at least six months are able to sell their shares pursuant
to Rule 144 under the Securities Act. Almost all of our outstanding shares are available to be sold in the open market under Rule 144
or because they have been registered under the Securities Act We have also registered shares of our common stock for sale into the public
market,which are issuable upon the exercise of warrants, by certain selling stockholders named therein. These shares represent a large
number of shares of our common stock, and if sold in the market all at once or at about the same time, could depress the market price
of our common stock during the period the registration statement remains effective and could also affect our ability to raise equity
capital.

 Our
stock price may be volatile, and the value of our common stock may decline.

 The
market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors,
many of which are beyond our control, including the following:

 actual or anticipated fluctuations
 in our financial condition or results of operations;

 variance in our financial
 performance from expectations of securities analysts;

 changes in our projected
 operating and financial results;

 changes in laws or regulations
 applicable to our products;

 announcements by us or
 our competitors of significant business developments, acquisitions or new products;

 sales of shares of our
 common stock by us or our shareholders, as well as the anticipation of lock-up releases;

 our involvement in litigation;

 future sales of our common
 stock by us or our stockholders;

 changes in senior management
 or key personnel;

 the trading volume of our
 common stock;

 changes in the anticipated
 future size and growth rate of our market;

 general economic and market
 conditions; and

 other events or factors,
 including those resulting from war, incidents of terrorism, global pandemics or responses to these events.

 Broad
market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may also negatively impact
the market price of our common stock. In the past, companies who have experienced volatility in the market price of their securities
have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result
in substantial expenses and divert our management's attention.

 We
do not intend to pay dividends on our common stock for the foreseeable future.

 We
have paid no dividends on our common stock to date and we do not anticipate paying any dividends to holders of our common stock in the
foreseeable future. While our future dividend policy will be based on the operating results and capital needs of the business, we currently
anticipate that we will retain any earnings to finance our future expansion and for the implementation of our business plan. Investors
should take note of the fact that a lack of a dividend can further affect the market value of our common stock and could significantly
affect the value of any investment in the Company.

 Our
articles of incorporation allow for our board to create new series of preferred stock without further approval by our stockholders, which
could adversely affect the rights of the holders of our common stock.

 Our
board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors
has the authority to issue up to 1,000,000 shares of our preferred stock without further stockholder approval. 1 share of preferred stock
is designated Series A Preferred Stock and is outstanding. Our board of directors could authorize the creation of additional series of
preferred stock that would grant to holders of preferred stock the right to our assets upon liquidation, or the right to receive dividend
payments before dividends are distributed to the holders of common stock. In addition, subject to the rules of any securities exchange
on which our stock is then listed, our board of directors could authorize the creation of additional series of preferred stock that has
greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power
of our common stock or result in dilution to our existing stockholders.

 The
holder of our Series A Preferred Stock will have 29.5 % of the voting power of our stockholders for the election of directors and will
have certain senior rights upon sale of our Company under certain conditions.

 There
is 1 share of Series A Preferred Stock issued and outstanding, which is held by our co-chairman and chief operating officer, Alan Blackman.
The Series A Preferred Stock entitles the holder to 29.5% of the voting power of the Company's stockholders only as it relates
to the elections of directors. As a result, Mr. Blackman is able to exert substantial influence over the election of directors to the
Board. However, as discussed above, Mr. Blackman resigned
from the Board of the Company effective July 27, 2023. Additionally, in connection with Mr. Blackman's resignation, once his severance
payments are satisfied, Mr. Blackman shall return the Series A Preferred Stock to the Company for cancellation. In the meantime, Mr.
Blackman has granted the right to vote the Preferred Stock outstanding.

 Further,
the Series A Preferred Stock, provides that in the event the Company is sold during the two year period following completion of the offering
at a price per share of more than 500% of $ t he
inital offering price per Common Stock unit in this offering, the Series A Preferred Stock will entitle the holder to 10% of the total
purchase price. This may reduce the value of our common stock, as other holders, in the event of such an acquisition, will be entitled
to a lower price per share than they would otherwise receive.

 Our
executive officers, directors and principal stockholders, if they choose to act together, have the ability to control or significantly
influence all matters submitted to stockholders for approval.

 Our
executive officers, directors and principal stockholders in the aggregate, beneficially own approximately 14.5% of our common stock. Such
persons acting together, will have the ability to control or significantly influence all matters submitted to our stockholders for approval,
as well as our management and business affairs. This concentration of ownership may have the effect of delaying, deferring or preventing
a change in control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential
acquiror from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit
other stockholders.

 Additional
stock offerings in the future may dilute then-existing shareholders' percentage ownership of the Company.

 Given
our plans and expectations that we will need additional capital and personnel, we anticipate that we will need to issue additional shares
of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible
notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current
stockholders.

 We
are an "emerging growth company," and we cannot be certain if the reduced reporting and disclosure requirements applicable
to emerging growth companies will make our common stock less attractive to investors.

 We
are an "emerging-growth company," as defined in the JOBS Act, and we have elected to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not "emerging growth companies,"
including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, or Section 404, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Pursuant to
Section 107 of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period for complying with
new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial
statements will not be comparable to the financial statements of issuers who are required to comply with the effective dates for new
or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors.
In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying
with new or revised accounting standards.

 We
will remain an emerging-growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of
our IPO; (2) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (3) the date on which
we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date
we qualify as a "large accelerated filer," with at least $700 million of equity securities held by non-affiliates.

 We
cannot predict if investors will find our common stock less attractive as a result of choosing to rely on these exemptions. For example,
if we do not adopt a new or revised accounting standard, our future results of operations will not be as comparable to the results of
operations of certain other companies in our industry that adopted such standards. If some investors find our common stock less attractive
as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

 Item
1B. Unresolved Staff Comments

 Not
applicable.

 Item
1C. Cybersecurity

 Risk
Management and Strategy

 We
recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information
systems and protect the confidentiality, integrity, and availability of our data.

 Managing
Material Risks & Integrated Overall Risk Management

 We
have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture
of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making
processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business
objectives and operational needs.

 Oversee
Third-party Risk

 Because
we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage
these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring
to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers
and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents
originating from third-parties.

 Risks
from Cybersecurity Threats

 We
have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

 Item
2. Properties

 Description
of Property

 We
lease office space, on a month-to-month basis, at 105 Maxess Road, Melville, New York 11747. Our monthly rent is $200.

 We
own and operate a 41,000 square foot manufacturing facility in Hungary acquired in July 2022, which we previously used for development
and testing of our products and we currently use primarily for the manufacture of our safety syringe products. We are prepared to move
our owned molds, machinery and equipment to an alternative manufacturing location if necessary. See "Item 1. Business - Background
and Overview."

 Item
3. Legal Proceedings

 We
know of no other material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any other
material proceeding or pending litigation. There are no other proceedings in which any of our directors, executive officers, or affiliates,
or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 Item
4. Mine Safety Disclosures

 Not
Applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

 Our
common stock and warrants are traded on the Nasdaq Capital Markets under the symbol "STSS" and "STSSW",
respectively. Our common stock and warrants commenced trading on April 14, 2022.

 Holders
of Record

 As
of March 28, 2024 there were 15,670,898 common shares issued and outstanding and approximately 131 shareholders of record. Because many
of our shares of common stock are held by brokers and other institutions on behalf of stockholders, this number is not indicative of
the total number of stockholders represented by these stockholders of record.

 Dividend
Policy

 We
have not paid any and have no present intention of paying any dividends on our capital stock. Our current policy is to retain earnings,
if any, for use in our operations and in the development of our business. As a result, we anticipate that only appreciation of the price
of our common stock, if any, will provide a return to investors for at least the foreseeable future.

 Use
of Proceeds from the Sale of Registered Securities

 On
April 13, 2022, the Company's initial public offering ("IPO") was declared effective by the SEC pursuant to which the
Company issued and sold an aggregate of 3,750,000 units, each consisting of one share of common stock and two warrants, to purchase one
share of common stock for each whole warrant, with an initial exercise price of $4.25 per share and a term of five years. In addition,
the Company granted Aegis Capital Corp., as underwriter a 45-day over-allotment option to purchase up to 15% of the number of shares
included in the units sold in the offering, and/or additional warrants equal to 15% of the number of warrants included in the units sold
in the offering, in each case solely to cover over-allotments, which the Aegis Capital Corp. partially exercised with respect to 1,125,000
warrants on April 19, 2022. The IPO generated aggregate gross proceeds of approximately $16 million. After deducting underwriting discounts,
commissions and offering costs incurred by us of approximately $1.7 million the net proceeds from the offering were approximately $14.2
million. Aegis Capital Corp. acted as the underwriter of the offering. No offering costs were paid or are payable, directly, or indirectly,
to our directors or officers, to persons owning 10% or more of any class of our equity securities, or to any of our affiliates.

 There
has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus filed with the
SEC on April 15, 2022. Upon receipt, the net proceeds from our IPO were held in cash and cash equivalents. As of December 31, 2023, we
have used the net proceeds from the IPO for working capital, acquisition of the Hungary facility and capital expenditures.

 On
February 3, 2023, we completed a securities purchase agreement ("Offering") with institutional investors and received net
proceeds from the Offering were approximately $3.2 million, net of $600,000 in fees relating to the placement agent and other offering
expenses. The Offering was priced at the market under Nasdaq rules. In connection with the Offering, we issued 2,248,521 units at a purchase
price of $1.69 per unit. Each unit consists of one share of common stock and one non-tradable warrant exercisable for one share of common
stock at a price of $.64 as adjusted down from $1.56. The warrants have a term of five years from the issuance date. The net proceeds
were used to fund operations and capital expenditures. (See Note 8 to the Consolidated Financial Statements)

 On
September 29, 2023, the Company completed two simultaneous offerings and received aggregate gross proceeds of approximately $5.6 million,
before expenses to the placement agent and other offering expenses of $716,000. The net proceeds are being used to fund operations and
capital expenditures.

 a.

 The
 first offering, the securities purchase agreement offering (the "Shelf Offering") with institutional investors and the
 Company resulted in the Company receiving net proceeds from the Shelf Offering and the sale of pre-funded of approximately $2.5 million,
 includes the value of the pre-funded warrants recorded in APIC, net of $362,000 in fees relating to the placement agent and other
 offering expenses. The Shelf Offering was priced at the market under Nasdaq rules. In connection with the Shelf Offering, the Company
 issued 3,618,521 shares of common at a purchase price of $0.64 per unit and 800,000 pre-funded warrants at $0.639 per pre-funded
 warrants. The exercise price of the pre-funded warrants will be $0.001 per share.

 b.

 The
 second offering, the securities purchase agreement offering ("Private Placement") with institutional investors and the
 Company received net proceeds from the Private Placement of approximately $2.4 million, net of $354,000 in fees relating to the placement
 agent and other offering expense. In connection with the Private Placement, the Company issued: (i) 2,581,479 PIPE Shares (or PIPE
 Pre-Funded Warrants in lieu thereof) and (ii) PIPE Warrants (non-trading) to purchase 8,750,003 shares of our common stock, at a
 combined purchase price of $1.074 per unit (or $1.073 per pre-funded unit). The PIPE Warrants have a term of five and one-half (5.5)
 years from the issuance date and are exercisable for one share of common stock at an exercise price of $0.64. The net proceeds, after
 reflecting par value, has been recorded in Additional Paid in Capital of $1.6 million and with respect to the PIPE Warrants recorded
 as a liability under ASC 815 of $985,204. On October 16, 2023, the Company filed an S-1 (Resale) Registration Statement in connection
 with the Private Placement and on October 26, 2023 the S-1 went effective. At December 31, 2023 the warrant liability is $1,036,875.
(See Note 8 to the Consolidated Financial Statements)

 Recent
Sales of Unregistered Securities

2023, we completed two Private Placements and issued an aggregate of 4,830,000 shares being a) 2,248,521 relating to the February
2023 offering and b) 2,581,479 shares relating to the September 2023 offering.

 No
unregistered equity securities were issued during the period April 19,2022 through December 31, 2022 except for the 235,000 shares
issued in connection with services provided to the Company.

2023, the Company issued 1,065,000 stock options at exercise prices ranging from $.82 to $1.37.

2022, the Company issued 367,500 stock options at exercise prices ranging from $1.08 to $4.25.

 The
offers, sales, and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(a)(2)
of the Securities Act as transactions by an issuer not involving any public offering, or in reliance on Rule 701 promulgated under Section
3(b) of the Securities Act because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation
as provided under Rule 701.

 Securities
Authorized for Issuance under Equity Compensation Plans

 The
information required by this item with respect to securities authorized for issuance under equity compensation plans is set forth in
Part III, Item 11 of this Annual Report on Form 10-K.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 We
did not purchase any of our shares of common stock or other securities during our fiscal years ended December 31, 2023 and 2022. Certain
of our Officers and Directors purchased shares on the open market as reflected in their Section 16b filings (Form 4).

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition,
liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our audited financial statements and notes included in this Annual
Report on Form 10-K as of and for the years ended December 31, 2023 and 2022. Unless the context requires otherwise, references in this
Annual Report on Form 10-K to "we," "us," and "our" refer to Sharps Technology, Inc.

 Forward-Looking
Statements

 The
information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
which are subject to the "safe harbor" created by those sections. These forward-looking statements include, but are not limited
to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and
plans and objectives of management. The words "anticipates," "believes," "estimates," "expects,"
"intends," "may," "plans," "projects," "will," "would" and similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should
not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties
that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation,
the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which they are
made, and we do not assume any obligation to update any forward-looking statements.

 Overview

 Since
our inception in 2017 and through the fourth quarter of 2022, we have devoted substantially all of our resources to the research and
development of our safety syringe products Commencing in the fourth quarter of 2022 we started building inventory of syringe products.
To date, we have generated no revenue. We have incurred net losses of $9,841,638 and $4,639,662 for the years ended December
31, 2023 and 2022, respectively. Substantially all of our net losses resulted from costs incurred in connection with our research and
development efforts, payroll and consulting fees, stock compensation and general and administrative costs associated with our operations,
 including costs incurred for being a public company since April 14, 2022. See below Initial Public
Offering, Liquidity and Capital Resources and Notes to Consolidated Financial Statements

 We
classify our operating expenses as research and development, and general and administrative expenses. We maintain a corporate office
located in Melville, New York, but employees and consultants in the US work remotely and will continue to do so indefinitely. In June
2020, in connection with the agreement to acquire Safegard, a syringe manufacturing facility in Hungary, which was completed on
July 6, 2022, we were contractually provided the exclusive use of the facility for research and development and testing in exchange for
payment of the seller's operating costs, including among others, use of Safegard's work force, utility costs and other services.

 In
order to compete in the market, we must build inventory. Commencing in the 4 th Quarter of 2022 started building
inventory. We require commercial quantities of inventory to secure orders. Delivery is expected shortly after receiving
orders.

and Development

and development expense consists of expenses incurred while performing research and development activities for our various syringe products.
We recognize research and development expenses as they are incurred. Our research and development expense primarily consist of:

 Manufacturing and testing
 costs and related supplies and materials;

 Consulting fees paid for
 our Chief Technology Officer;

 Operating costs paid to
 Safegard, through the acquisition date for use of Safegard's workforce, utilities and other services, relating to the facility
 being utilized; and

 Third-party costs, including
 engineering, incurred for development and design.

 Substantially
all of our research and development expenses to date have been incurred in connection with our syringe products. We expect our research
and development expenses to increase for the foreseeable future as we continue to enhance our products to meet the market requirements
for our Sharps syringe product line for its various intended uses throughout the world.

 Initial
Public Offering

 On
April 13, 2022, our registration statement on Form S-1 (File No. 333-263715), as amended, related to our IPO was declared effective by
the SEC, and our common stock and warrants began trading on the Nasdaq Capital Market, or Nasdaq, on April 14, 2022. Our IPO closed on
April 19, 2022. Net proceeds from the IPO were approximately $14.2 million. In connection with the closing of the IPO, the Company used
net proceeds to repay the Note Payable of $2 million.

 Recent
Developments

 On
September 29, 2022, the Company entered into an agreement (the "NPC Agreement") with Nephron Pharmaceuticals Corporation
("NPC") and various affiliates of NPC, including InjectEZ, LLC. The NPC Agreement intended to support several areas of
the Company's development and growth. The Company and NPC intended to supplement the NPC Agreement by entering into a manufacturing
supply agreement, a sales and distribution agreement and a pharma services program to support growth, and a future agreement to support
manufacturing expansion. As noted below, the sales and distribution agreement was terminated on March 8, 2024 and replaced. The original
manufacturing supply agreement, noted above, will be replaced as part of the Asset Purchase Agreement, entered into on September 22,
2023 (see below) and the Pharma Services agreement continues to be in place, but no activities have occurred to date. The Company is currently working to amend the terms of this NPC Agreement. based on the below September 22, 2023
Asset Purchase Agreement.

 The
Pharma Services Program (PSP) with Nephron is intended to create new business development growth opportunities for both companies. These
opportunities will include the development and sale of next generation drug delivery systems that will be produced by the Company and can
be purchased by the healthcare industry, pharmaceutical markets, as well as by Nephron.

 On
September 29, 2022, the Company also entered into an agreement (the "Nephron Agreement") with InjectEZ, LLC
("InjectEZ"), Nephron Pharmaceuticals Corporation ("NPC"), Nephron SC, Inc. ("NSC"), and Nephron
Sterile Compounding Center LLC ("Sterile") (NPC, NSC, and Sterile are sometimes collectively referred to as
"Nephron"), pursuant to which the Company was to provide technical advice and assistance to support manufacturing by
InjectEZ, purchase certain quantities of syringes as they may order or require, and collaborate with Nephron on certain related
business endeavors. The Company is currently working to amend the terms of the Nephron Agreement
based on the below September 22, 2023 Asset Purchase Agreements.

 On
September 22, 2023, the Company entered into a series of agreements with Nephron and Nephron's wholly owned subsidiary InjectEZ, LLC.
The Company entered into an asset purchase agreement (the "Asset Purchase Agreement") to purchase certain equipment and leasehold
improvements at Nephron's facility (the "Facility") in West Columbia, South Carolina. The Company continues to work
with Nephron towards the purchase of the Nephron facility pursuant to the Asset Purchase Agreement dated September 22, 2023. This Asset
Purchase Agreement, when closed, will supercede the manufacturing and supply agreement entered into in connection with the NPC Agreement
on September 29, 2022. The closing of the Asset Purchase Agreement is contingent on obtaining the necessary financing and there can be no
assurance that the closing of the asset sale will occur.

 On
March 4, 2024 (the "Effective Date") the Company entered into a cooperative sales and distribution agreement (the "Agreement)
with Roncadelle Operations s.r.l (" Roncadelle")). In conjunction with the execution of the Agreement, Roncadelle appointed
the Company as its exclusive distributor of Roncadelle products in the United States, Canada, Central and South America and their territories.
The Company appointed Roncadelle as its exclusive distributor of Sharps products in Europe, Middle East, APAC, South Africa and Australia
and their territories. The Company and Roncadelle agreed to bear their own separate costs and expenses, including fees and other expenses,
relating to external advisors and the preparation, negotiation, execution and performance of this Agreement and any related documents.
The Agreement is effective as of the Effective Date for the initial period of one (1) year (the "Initial Term"). Upon expiration
of the Initial Term, the term of the Agreement shall automatically renew for additional successive one year terms, unless either party
provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term, unless any renewal term is
terminated earlier pursuant to the terms of the Agreement or applicable law. (See "Recent Developments")

 On
March 8, 2024, the Company and Nephron Pharmaceuticals Corporation terminated their distribution agreement dated December 8, 2022. The
Nephron distribution agreement has been partially replaced by the aforementioned Agreement with Roncadelle on the foreign sales side
and plans to use other parties to distribute for the US domestic market. The Company entered into a new logistics services agreement
on the warehousing side with Owens and Minor ("O&M") to replace Nephron's distribution services. The Company had
no revenues from the Nephron Distribution Agreement and does not believe that the cancellation is material. The Company is currently
negotiating its contract with O&M to provide 3PL services for both the Company and Roncadelle products, in North and South America,
beginning in the third quarter of 2024. The Company and Nephron continue to maintain the Pharma Services Program that focuses on the
creation of new business development and growth opportunities for both companies. These opportunities will include the development and
sale of next generation drug delivery systems that will be produced by the Company and can be purchased by the healthcare industry, pharmaceutical
markets, and Pharma companies such as Nephron and others.

 On
February 3, 2023, the Company completed a securities purchase agreement ("Offering") with institutional investors and received
net proceeds from the Offering of approximately $3.2 million, net of $600,000 in fees relating to the placement agent and other offering
expenses. The Offering was priced at the market under Nasdaq rules. In connection with the Offering, the Company issued 2,248,521 units
at a purchase price of $1.69 per unit. Each unit consists of one share of common stock and one non-tradable warrant exercisable for one
share of common stock at a price of $.64, as adjusted down from $1.56 as per terms of the warrants. The warrants have a term of five
years from the issuance date. (See Notes 8 and 10 to the Consolidated Financial Statements)

 On
September 29, 2023, the Company completed two simultaneous offerings and received aggregate gross proceeds of approximately $5.6 million,
before expenses to the placement agent and other offering expenses of $716,000.

 a.

 The
 first offering, the securities purchase agreement offering (the "Shelf Offering") with institutional investors and the
 Company resulted in the Company receiving net proceeds from the Shelf Offering and the sale of pre-funded warrants of approximately
 $2.5 million, includes the value of the pre-funded warrants recorded in Additional Paid in Capital, net of $362,000 in fees relating to the placement
 agent and other offering expenses. The Shelf Offering was priced at the market under Nasdaq rules. In connection with the Shelf
 Offering, the Company issued 3,618,521 shares of common at a purchase price of $0.64 per unit and 800,000 pre-funded warrants at
 $0.639 per pre-funded warrants. The exercise price of the pre-funded warrants will be $0.001 per share.

 b.

 The
 second offering, the securities purchase agreement offering ("Private Placement") with institutional investors and the
 Company received net proceeds from the Private Placement of approximately $2.4 million, net of $354,000 in fees relating to the placement
 agent and other offering expenses. In connection with the Private Placement, the Company issued: (i) 2,581,479 PIPE Shares (or PIPE
 Pre-Funded Warrants in lieu thereof) and (ii) PIPE Warrants (non-trading) to purchase 8,750,003 shares of our common stock, at a
 combined purchase price of $1.074 per unit (or $1.073 per pre-funded unit). The PIPE Warrants have a term of five and one-half (5.5)
 years from the issuance date and are exercisable for one share of common stock at an exercise price of $0.64. The net proceeds, after
 reflecting par value, has been recorded in Additional Paid in Capital of $1.6 million and with respect to the PIPE Warrants recorded
 as a liability under ASC 815 of $985,204. On October 16, 2023, the Company filed an S-1 (Resale) Registration Statement in connection
 with the Private Placement and on October 26, 2023 the S-1 went effective. At December 31, 2023 the warrant liability is $1,036,875.
( See Notes 8 and 10 to the Consolidated
Financial Statements)

 Critical
Accounting Policies and Significant Judgments and Estimates

 This
management's discussion and analysis of our financial condition and results of operations is based on our financial statements,
which we have prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial
statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of our financial statements, as well as the reported revenues and expenses during the
reported periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on
various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The FMV adjustments, based on the trading price of outstanding warrants classified
as liabilities, could impact the operating results in the reporting periods.

 Nature
of Business

 Nature
of Business

Technology, Inc. ("Sharps" or the "Company") is a pre-revenue medical device company that has designed and patented
various safety syringes and is seeking commercialization by manufacturing and distribution of its products.

 The
accompanying consolidated financial statements include the accounts of Sharps Technology, Inc. and its wholly owned subsidiary, Safegard
Medical, Inc, collectively referred to as the "Company." All intercompany transactions and balances have been eliminated.

 The
Company's fiscal year ends on December 31.

 On
April 13, 2022, the Company's Initial Public Offering was deemed effective with trading commencing on April 14, 2022. The Company
received net proceeds of $14.2 million on April 19, 2022. (See Capital Structure and Note 8 to the Consolidated Financial Statements)

 In
March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak has adversely
affected workforces, economies, and financial markets globally leading to an economic downturn in certain industries and countries. It
is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's
business or ability to raise funds. Management continues to monitor the situation but has not experienced a significant disruption to
its product development efforts.

 Summary
of Significant Accounting Policies

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles
("GAAP") in the United States ("U.S.") and are expressed in U.S. dollars.

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date
of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. At December 31, 2023 and 2022, the Company had no cash equivalents

 Inventories

 The
Company values inventory at the lower of cost (average cost) or net realizable value. Work-in-process and finished goods inventories
consist of material, labor, and manufacturing overhead. Net
realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion,
disposal, and transportation. A reserve is established for any excess or obsolete inventories, or they may be written off. At December
31, 2023 and 2022, inventory is comprised of raw materials, components and finished goods.

 Fair
Value Measurements

 Fair
Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs
when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding
the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be
used to measure fair value.

 Level

 Level
1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations
are based on quoted prices that are readily and regularly available in an active market and do no entail a significant degree of judgment.

 Level

 Level
2 applied to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets
or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally
from, or corroborated by, observable market date.

 Level
2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments
are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates,
maturity, issuer credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed
most similar to the security being priced; and determining whether a market is considered active requires management judgment.

 Level

 Level
3 applied to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement
of the fair value of the assets or liabilities. The determination for Level 3 instruments requires the most management judgment and subjectivity.

 Fixed
Assets

 Fixed
assets are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. The Company's fixed
assets consist of land, building, machinery and equipment, molds and website. Depreciation is calculated using the straight-line method
commencing on the date the asset is operating in the way intended by management over the following useful lives: Building – 20
years, Machinery and Equipment – 3 -10 years and Website – 3 years. The expected life for Molds is based lesser of the number
of parts that will be produced based on the expected mold capability or 5 years.

 Impairment
of Long-Lived Assets

 Long-lived
assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted
cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from
the asset.

 Identified
Intangible Assets

 Identified
Intangible Assets

 When
applicable, the Company's identified intangible assets are amortized on a straight-line basis over their estimated useful lives.
The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that
the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and
circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related
asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the
excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company
would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. The Company evaluates
the carrying value of indefinite-lived intangible assets on an annual basis, and an impairment charge would be recognized to the extent
that the carrying amount of such assets exceeds their estimated fair value.

Compensation Expense

 The
Company measures its stock-based awards made to employees based on the estimated fair values of the awards as of the grant date. For
stock option awards, the Company uses the Black-Scholes option-pricing model. The stock-based awards are granted at an exercise price
that represents the fair market value of the underlying common stock based on the stock price, at which the Company sold stock in private
placements completed by the Company, during the period such options were issued. Stock-based compensation expense is recognized over
the requisite service period and is based on the value of the portion of stock-based payment awards that is ultimately expected to vest.
The Company recognizes forfeitures of stock-based awards as they occur on a prospective basis.

compensation expense for awards granted to non-employees as consideration for services received is measured on the date of performance
at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be more reliably measured.

 Derivative
Instruments

 The
Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of
the specific terms of the warrants and applicable authoritative guidance in Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC 480"), Distinguishing Liabilities from Equity ("ASC 480") and ASC 815,
Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments
pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification
under ASC 815, including whether the warrants are indexed to the Company's own stock and whether the holders of the warrants could
potentially require net cash settlement in a circumstance outside of the Company's control, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.

 At
their issuance date and as of December 31, 2023, the warrants were accounted for as liabilities as these instruments did not meet all
of the requirements for equity classification under ASC 815-40 based on the terms of the aforementioned warrants. The resulting warrant
liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized
in the Company's consolidated statement of operations and comprehensive loss (See Notes 7, 8 and 10 to the Consolidated Financial
Statements).

 Basic
and Diluted Loss Per Share

 The
Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted
earnings per share (EPS) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net income (loss)
available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Basic
EPS includes the 3,381,479 of pre-funded warrants (see Note 8). Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2023,
there were 22,950,155 stock options and warrants that could potentially dilute basic EPS in the future that were not included in the
computation of diluted EPS because to do so would have been anti-dilutive for the periods presented.

 Income
Taxes

 The
Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates
and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes
and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company's tax provision
in a subsequent period.

 The
provision for income taxes was composed of the Company's current tax liability and changes in deferred income tax assets and liabilities.
The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations
and in determining the liability for tax positions, if any, taken on the Company's tax returns in accordance with authoritative
guidance on accounting for uncertainty in income taxes. Deferred income taxes are determined based on the differences between the financial
reporting and tax basis of assets and liabilities. The Company must assess the likelihood that it will be able to recover the Company's
deferred tax assets. If recovery is not likely on a more-likely-than-not basis, the Company must increase its provision for income taxes
by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. However, should
there be a change in the Company's ability to recover its deferred tax assets, the provision for income taxes would fluctuate in
the period of such change.

 Contingencies

 Contingencies
are evaluated and a liability is recorded when the matter is both probable and reasonably estimable. Gain contingencies are evaluated
and not recognized until the gain is realizable or realized.

 Off-Balance
Sheet Arrangements

the periods presented, we did not have any off-balance sheet arrangements as defined under Regulation S-K Item 303(a)(4).

 Results
of Operations

 Comparison
of the Years Ended December 31, 2023 and, 2022.

 2023

 2022

 Change

 Change %

 Research and development

 $
 1,605,547

 2,280,933

 $
 (675,386
)

 (30
)%

 General and administrative

 8,521,103

 6,457,860

 2,063,243

 %

 Interest expense (income)

 (138,118
)

 1,320,416

 (1,458,534
)

 %

 FMV gain adjustment for derivatives

 (169,583
)

 (5,392,911
)

 5,223,328

 (97
)%

 Foreign currency Loss

 44,463

 43,967

 %

 Other

 8,226

 (27,132
)

 35,358

 (130
)%

 Deferred Tax (Benefit)

 (30,000
)

 -

 (30,000

)

 %

 Net loss

 $
 9,841,638

 $
 4,639,662

 $
 5,201,976

 (112
)%

 Revenue

 The
Company has not generated any revenue to date.

and Development

 For
the year ended December 31, 2023, Research and Development ("R&D") expenses decreased to $1,605,547 compared to $2,280,933
for the year ended December 31, 2022. The decrease of $675,386 was due to decreased R&D costs incurred at the Safegard facility which
transitioned principally from R&D activities to manufacturing. The decrease occurred in materials and general operating costs of approximately
$1M, of which, a) $575,000 related to cost incurred prior to the acquisition in July 2022 for utilization of the facility, which included
Safegard's workforce and facility operating cost and b) decreases in material and other operating of $426,000 from $545,000 in
2022 to $119,000 in 2023. Further, we had decreases in labor related costs of $224,000 specifically related to decreases in stock compensation
of $83,000 from $97,000 in 2022 to $14,000 in 2023, decreases in engineering and other labor costs of $141,000 from $492,000 in 2022
to $351,000 in 2023 and other decreases of $10,000. The overall decrease was partially offset by $560,000 charge in 2023 for an impairment
of certain molds.

 General
and Administrative

 For
the year ended December 31, 2023, General and Administrative ("G&A") expenses were $8,521,103 as compared to $6,457,860
for the year ended December 31, 2022. The increase of $2,063,243 was primarily attributable to increases in payroll and related of: i)
payroll and consulting fees of $1,530,000 from $1,630,000 in 2022 to $3,160,000 in 2023, primarily due to increased amounts of payroll,
increased staffing and higher usage of various consulting services and ii) increase in stock compensation expense, due to timing of option
awards and vesting, of approximately $34,000 from $916,000 in 2022 to $950,000 in 2023. In addition, we had increases in G&A for
the year ended December 31, 2023, of approximately $498,000 principally from increased: professional fees $318,000, depreciation $238,000,
general operating costs $251,000, insurance $126,000, technology related costs, including implementation of new ERP system $128,000 and
separation expense of $375,000 for former officer. These were partially offset by lower public company costs and investor relations $818,000,
travel $90,000 and patent fees $31,000.

 Interest
expense (income)

 Interest
income, net of interest expense, was $138,118 for the year ended December 31, 2023, compared to interest expense of $1,320,416 for the
year ended December 31, 2022. Interest improved, net by $1,458,534 due to a) interest earned on invested cash in 2023 of $138,118 as
compared to $42,900 in 2022 and b) the decrease in interest expense and accreted interest of approximately $1,363,316 was primarily relating
to the financing entered in December 2021which was repaid at the IPO closing with net proceeds.

 FMV
Adjustment for Derivatives

 The
value of the Note Warrants requires the Fair Market Value ("FMV") to be remeasured at each reporting date while outstanding
with recognition of the changes in fair value to other income or expense in the statement of operations and comprehensive loss. For the
years ended December 31, 2023, and 2022 the Company recorded a $169,583 and $5,392,911 FMV gain adjustment respectively to reflect the
decrease in the Note Warrants and Warrants liabilities issued. (See Notes 7, 8 and 10 to the Consolidated Financial Statements)

 Liquidity
and Capital Resources

 At
December 31, 2023, and 2022, we had a cash balance of $3,012,908 and $4,170,897, respectively. The Company has working capital of $1,145,569
as of December 31, 2023, vs working capital of $2,416,928, as of December 31, 2022. The decrease in our working capital, after net proceeds from offerings of $8,029,628, was primarily
related to the use of cash of $9,205,577 in operations and investing in fixed assets purchased. The Company intends to finance its future development and commercialization activities and its working capital needs
largely from the sale of equity securities and/or with additional funding from other traditional financing sources.

 On
April 13, 2022, we completed its IPO which was declared effective by the SEC, and the Company's common stock and warrants began
trading on the Nasdaq Capital Market or Nasdaq on April 14, 2022 and which closed on April 19, 2022. The net proceeds from the IPO were
approximately $14.2 million of which $5,778,750 was attributed to the warrant liability (See Notes 8 and 10 to the Consolidated Financial
Statements).

 On
February 3, 2023, we completed a securities purchase agreement) - (See Recent Developments-Offering). On September 29, 2023, the Company
completed two simultaneous offerings (See Recent Developments – Shelf Offering and Private Placement Offering)

 Cash
Flows

 Net
Cash Used in Operating Activities

 The
Company used cash of $8,507,300 and $6,433,159 in operating activities for the year ended December 31, 2023 and 2022, respectively. The
increase in cash used was principally due to the Company incurring additional G&A expenses, buildup of inventory partially offset by lower R&D activities as described above
during year ended December 31, 2022.

 Net
Cash Used in Investing Activities

 For
the year ended December 31, 2023 and 2022, the Company used cash in investing activities of $698,277 and $3,117,916, respectively. In
both years, cash was used to acquire or pay deposits for machinery and equipment of $698,277 and $542,662, respectively. In the year
ended December 31, 2022, the Company used $2,365,576, for the acquisition of Safegard or related escrow payments.

 Net
Cash Provided by Financing Activities

 For
the year ended December 31, 2023 and 2022, the Company provided cash from financing activities of $8,029,628 and $12,235,475 respectively.
In the 2023 period, the cash provided was from the net proceeds from the Offerings in February and September 2023. In the 2022 period,
the cash provided was primarily from the IPO net proceeds of $14,202,975, prior to the effect of recording the liability attributed to
the warrants from the IPO, less the Notes repayment of $2,000,000.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).

 Emerging
Growth Company Status

 We
are an "emerging-growth company", as defined in the JOBS Act, and, for as long as we continue to be an emerging growth company,
we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging
growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our
internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company,
we can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend
to avail ourselves of these options. Once adopted, we must continue to report on that basis until we no longer qualify as an emerging
growth company.

 We
will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the
initial public offering; (ii) the first fiscal year after our annual gross revenue are $1.07 billion or more; (iii) the date on which
we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of
any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second
quarter of that fiscal year. We cannot predict if investors will find our common stock less attractive if we choose to rely on these
exemptions. If, as a result of our decision to reduce future disclosure, investors find our common shares less attractive, there may
be a less active trading market for our common shares and the price of our common shares may be more volatile.

 We
are also a "smaller reporting company," meaning that the market value of our stock held by non-affiliates plus the aggregate
amount of gross proceeds to us as a result of the IPO is less than $700 million and our annual revenue was less than $100 million during
the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock
held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed
fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company
at the time, we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that
are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most
recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller
reporting companies have reduced disclosure obligations regarding executive compensation.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 Not
required for smaller reporting companies.

 Item
8. Financial Statements and Supplementary Data

 Report
of Independent Registered Public Accounting Firm

 To
the Stockholders and Board of Directors

Technology, Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheet of Sharps Technology, Inc. (the "Company") as of December 31, 2023,
and the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the year ended
December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 Going
Concern Uncertainty

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company has not generated revenue or cash flow from operations since inception,
and does not have an established source of funding sufficient to cover its operating costs. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audit provides a reasonable basis for our opinion.

 We
have served as the Company's auditor since December 20, 2023.

 New
York, New York

 March
28, 2024

 PCAOB
ID No. 127

 *
* * * *

 PKF
O'CONNOR DAVIES LLP

Park Avenue, New York, NY 10167 I Tel: 212.867.8000 or 212.286.2600 I Fax: 212.286.4080 I www.pkfod.com

 PKF
O'Connor Davies LLP is a member firm of the PKF International Limited network of legally independent firms and does not accept
any responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and the Board of Directors of Sharps Technology Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Sharps Technology Inc. and its subsidiary (the "Company") as
of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders' equity and
cash flows for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements").

 In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as
of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 CHARTERED
PROFESSIONAL ACCOUNTANTS

 Manning
Elliott LLP

 Vancouver,
Canada

 March
30, 2023

 PCAOB
ID: 1524

 We
have served as the Company's auditor since 2018.

 F- 1

BALANCE SHEETS

 2023

 2022

 Assets:

 Current Assets

 Cash

 $

 $

 Prepaid expenses and other current assets

 116,508

 66,749

 Inventories, Net ( Note 3)

 1,709,135

 185,804

 Current Assets

 4,838,551

 4,423,450

 Fixed Assets, net of accumulated depreciation (Notes 4 and 5)

 6,822,142

 7,004,890

 Other Assets (Notes 5 and 6)

 128,575

 411,316

 TOTAL ASSETS

 $
 11,789,268

 $
 11,839,656

 Liabilities:

 Current Liabilities

 Accounts payable (Note 4)

 $
 794,107

 $
 543,226

 Accrued expenses and other

 476,090

 311,458

 Warrant liability (Notes 8 and 10)

 Total Current Liabilities

 3,692,982

 2,006,522

 Deferred Tax Liability ( Note 12)

 162,000

 192,000

 Total Liabilities

 3,854,982

 2,198,522

 Commitments and Contingencies (Note 15)

 -

 -

 Subsequent Events (Note 16)

 -

 -

 Stockholders' Equity:

 Preferred stock, $.0001 par value; 1,000,000 shares authorized; 1 share issued and outstanding

 -

 -

 Common stock, $.0001 par value; 100,000,000, shares authorized; 15,274,457 shares issued and outstanding and (2022: 9,407,415)

 1,528

 Additional paid-in capital

 32,489,950

 24,733,306

 Accumulated other comprehensive income

 591,812

 Accumulated deficit

 ( 25,149,004
)

 ( 15,307,366
)

 Total Stockholders' Equity

 7,934,286

 9,641,134

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 11,789,268

 $
 11,839,656

 The

 F- 2

STATEMENTS OF OPERATIONS

 For the year ended

 For the year ended

 2023

 2022

 Revenue, net

 $
 -

 $
 -

 Operating expenses:

 Research and development (Note 5)

 1,605,547

 2,280,933

 General and administrative

 8,521,103

 6,457,860

 Total operating expenses

 ( 10,126,650
)

 ( 8,738,793
)

 Loss from operations

 ( 10,126,650
)

 ( 8,738,793
)

 Other income (expense)

 Interest income (expense)

 138,118

 ( 1,320,416
)

 FMV adjustment on contingent stock & warrants

 169,583

 5,392,911

 Foreign currency and other

 ( 52,689
)

 26,636

 Net loss Before Provision for Taxes

 $
 ( 9,871,638
)

 $
)

 Deferred Tax Benefit

 30,000

 -

 Net Loss

)

)

 Net loss per share, basic and diluted

 $
 ( 0.76
)

 $
 ( 0.57
)

 Weighted average shares used to compute net loss per share, basic and diluted

 13,032,717

 8,100,410

 The

 F- 3

STATEMENTS OF COMPREHENSIVE LOSS

 For the year ended

 For the year ended

 2023

 2022

 Net loss

 $
)

 $
)

 Other comprehensive income:

 Foreign currency translation adjustments

 377,559

 Comprehensive loss

 $
 ( 9,464,079
)

 $
 ( 4,425,409
)

 The

 F- 4

STATEMENTS OF STOCKHOLDERS' EQUITY

 FOR

 Amount

 Amount

 Receivable

 Capital

 Income

 Deficit

 Equity

 Preferred Stock

 Common Stock

 Common Stock
 Subscription

 Additional
 Paid-in

 Accumulated
 Other
 Comprehensive

 Accumulated

 Total
 Stockholders'

 Amount

 Amount

 Receivable

 Capital

 Income

 Deficit

 Equity

 Balance – December 31, 2021

 $
 -

 5,187,062

 $

 $
 ( 32,500
)

 $
 13,835,882

 $
 -

 $
 ( 10,667,704
)

 $
 3,136,197

 Net loss for the year ended December 31, 2022

 -

 -

 -

 -

 -

 -

 -

)

)

 Shares issued in Initial Public Offering

 -

 3,750,000

 -

 8,974,282

 -

 -

 8,974,657

 Issuance of shares for contingent stock liability

 -

 235,294

 -

 495,976

 -

 -

 496,000

 Share-based compensation charges

 -

 -

 -

 -

 -

 1,136,638

 -

 -

 1,136,638

 Fractional share adjustment

 -

 -

 -

 -

 -

 -

 -

 -

 Issuance of common stock for services

 -

 -

 235,000

 -

 290,528

 -

 -

 290,551

 Foreign currency translation

 -

 -

 -

 -

 -

 -

 -

 Collection of stock subscription

 -

 -

 -

 -

 32,500

 -

 -

 -

 32,500

 Balance – December 31, 2022

 $
 -

 9,407,415

 $
 -

 $
 24,733,306

 $

 $
 ( 15,307,366
)

 $
 9,641,134

 Balance

 $
 -

 9,407,415

 $
 -

 $
 24,733,306

 $

 $
 ( 15,307,366
)

 $
 9,641,134

 Net loss for the year ended December 31, 2023

)

)

 Net loss

 -

 -

)

)

 Share-based compensation charges

 963,023

 963,023

 Shares issued in Offering

 2,248,521

 2,783,160

 2,783,385

 Shelf Registration Offering – see Note 8

 3,618,521

 2,457,642

 2,458,004

 Private Placement Offering – see Note 8

 1,552,819

 1,552,819

 Foreign currency translation

 377,559

 377,559

 Balance – December 31, 2023

 $
 -

 15,274,457

 1,528

 $
 -

 $
 32,489,950

 $
 591,812

 $
 ( 25,149,004
)

 $
 7,934,286

 Balance

 $
 -

 15,274,457

 1,528

 $
 -

 $
 32,489,950

 $
 591,812

 $
 ( 25,149,004
)

 $
 7,934,286

 The

 F- 5

STATEMENTS OF CASH FLOWS

 For the year
 ended

 For the year
 ended

 2023

 2022

 CASH
 FLOWS FROM OPERATING ACTIVITIES:

 Net
 loss

 $
)

 $
)

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 Depreciation
 and amortization

 882,177

 654,572

 compensation

 963,023

 1,012,592

 Issuance
 of common stock for services

 -

 290,551

 Accretion
 of debt discount

 -

 1,299,985

 FMV
 for adjustment for contingent stock

 -

 ( 181,000
)

 FMV
 adjustment for Contingent warrants and warrants

 ( 169,583
)

 ( 5,211,911
)

 Fixed asset impairment

 560,000

 -

 Deferred tax benefit

 ( 30,000
)

 -

 IPO
 issuance costs relating to warrants

 205,112

 550,433

 Foreign
 exchange loss

 44,463

 Changes
 in operating assets

 Prepaid
 expenses

 ( 82,169
)

 ( 58,754
)

 Inventory

 ( 1,441,462
)

 ( 34,109
)

 Other
 assets

 ( 12,735
)

 ( 12,000
)

 Accounts
 payable and accrued liabilities

 415,512

 ( 104,352
)

 Net
 cash used in operating activities

 ( 8,507,300
)

 ( 6,433,159
)

 CASH
 FLOWS FROM INVESTING ACTIVITIES:

 Deposits
 paid on fixed assets and components

 -

 ( 209,678
)

 Purchase
 of fixed assets

 ( 698,277
)

 ( 542,662
)

 Asset
 acquisition

 -

 ( 2,365,576
)

 Net
 cash used in investing activities

 ( 698,277
)

 ( 3,117,916
)

 CASH
 FLOWS FROM FINANCING ACTIVITIES:

 Net
 proceeds from Initial Public Offering and additional offerings

 8,029,628

 14,202,975

 Repayment
 of note payable

 -

 ( 2,000,000
)

 Proceeds
 from subscriptions receivable

 -

 32,500

 Net
 cash provided by financing activities

 8,029,628

 12,235,475

 Effect
 of exchange rate changes on cash

 17,960

 7,331

 NET
 INCREASE (DECREASE) IN CASH

 ( 1,157,989
)

 2,691,731

 CASH
 — BEGINNING OF YEAR

 1,479,166

 CASH
 — END OF YEAR

 $

 $

 SUPPLEMENTAL
 DISCLOSURE OF CASH FLOW INFORMATION:

 Cash
 paid for interest

 $
 -

 $
 47,111

 Cash
 paid for taxes

 $
 -

 $
 -

 Non-cash
 investing and financing activity:

 FMV
 for Common stock issued for contingent shares

 $
 -

 $
 496,000

 FMV
 for Warrants issued for contingent warrants

 $
 -

 $
 554,312

 Common
 stock issued and vested stock options for fixed assets acquired

 $
 -

 $
 63,612

 Common
 stock issued and vested stock options issued as consideration for acquisition

 $
 -

 $
 60,435

 The

 F- 6

 NOTES

 FOR

 Note
1. Description of Business

 Nature
of Business

Technology, Inc. ("Sharps" or the "Company") is a pre-revenue medical device company that has designed and patented
various safety syringes and is seeking commercialization by manufacturing and distribution of its products.

 The
accompanying consolidated financial statements include the accounts of Sharps Technology, Inc. and its wholly owned subsidiaries, Safegard
Medical (Hungary) KFT, collectively referred to as the "Company." All intercompany transactions and balances have been eliminated.

 The
Company's fiscal year ends on December 31.

 On
April 13, 2022, the Company's Initial Public Offering was deemed effective with trading commencing on April 14, 2022. The Company
received net proceeds of $ 14.2 million on April 19, 2022 (See Note 8).

 Note
2. Summary of Significant Accounting Policies

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles
("GAAP") in the United States ("U.S.") and are expressed in U.S. dollars.

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company
has not generated revenue or cash flow from operations since inception. As of December 31, 2023, the Company used cash in operations
of $ 8,507,300 and has cash of $ 3,012,908 which is not sufficient to fund the Company's planned operations for the next 12 months.
These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The Company's ability
to continue as a going concern is dependent upon the Company's ability to raise sufficient financing to acquire or commercialize
its products into a profitable business. The Company intends to finance its future development and commercialization activities and its
working capital needs largely from the sale of equity securities and/or with additional funding from other traditional financing sources
until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the
Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications
of liabilities that might be necessary should the Company be unable to continue as a going concern.

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As
of December 31, 2023, the most significant estimates relate to derivative liabilities and stock-based compensation.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date
of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. At December 31,
2023 and 2022, the Company had no cash equivalents.

 Inventories

 The
Company values inventory at the lower of cost (average cost) or net realizable value. Work-in-process and finished goods inventories
consist of material, labor, and manufacturing overhead. Net realizable value is the estimated selling price in the ordinary course of
business, less reasonably predictable costs of completion, disposal, and transportation. A reserve is established for any excess or obsolete
inventories or they may be written off. At December 31, 2023 and 2022, inventory is comprised of raw materials, components and finished
goods.

 F- 7

 NOTES

 FOR

 Note
2. Summary of Significant Accounting Policies (continued)

 Fair
Value Measurements

 ASC
820, Fair Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding
the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be
used to measure fair value.

 The
Company's outstanding warrants are fair valued on a recurring basis with the trading price or FMV using Black Sholes which
could cause fluctuations in operating results at the reporting periods.

 Level

 Level
1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations
are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.

 Level

 Level
2 applied to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets
or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally
from, or corroborated by, observable market data.

 Level
2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments
are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates,
maturity, issuer credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed
most similar to the security being priced; and determining whether a market is considered active requires management judgment.

 Level

 Level
3 applied to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement
of the fair value of the assets or liabilities. The determination for Level 3 instruments requires the most management judgment and subjectivity.

 Fixed
Assets

 Fixed
assets are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. The Company's fixed
assets consist of land, building, machinery and equipment, molds, computer system and website. Depreciation is calculated using the straight-line
method commencing on the date the asset is operating in the way intended by management over the following useful lives: Building –
 20 years, Machinery and Equipment – 3 - 10 years and Computer systems and Website – 3 years. The expected life for Molds is
based lesser of the number of parts that will be produced based on the expected mold capability or 5 years.

 Impairment
of Long-Lived Assets

 Long-lived
assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted
cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from
the asset.

 The
Company recorded an impairment of $ 560,000 during the year ended December 31, 2023 and no
impairment during the year ended December 31, 2022.

 F- 8

 NOTES

 FOR

 Note
2. Summary of Significant Accounting Policies (continued)

 Purchased
Identified Intangible Assets

 Identified
Intangible Assets

 The
Company's identified intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 years. The
Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the
useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances
exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or
group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of
the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate
the rate of amortization and amortize the remaining carrying value over the new shorter useful life. The Company evaluates the carrying
value of finite-lived intangible assets on an annual basis, and an impairment charge would be recognized to the extent that the carrying
amount of such assets exceeds their estimated fair value.

Compensation Expense

 The
Company measures its stock-based awards made to employees based on the estimated fair values of the awards as of the grant date. For
stock option awards, the Company uses the Black-Scholes option-pricing model. For restricted stock awards, the estimated fair value is
generally the fair market value of the underlying stock on the grant date. Stock-based compensation expense is recognized over the requisite
service period and is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. The Company
recognizes forfeitures of stock-based awards as they occur on a prospective basis.

compensation expense for awards granted to non-employees as consideration for services received is measured on the date of performance
at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be more reliably measured.

 F- 9

 NOTES

 FOR

 Note
2. Summary of Significant Accounting Policies (continued)

 Derivative
Instruments

 The
Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of
the specific terms of the warrants and applicable authoritative guidance in Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC 480"), Distinguishing Liabilities from Equity ("ASC 480") and ASC 815,
Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments
pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification
under ASC 815, including whether the warrants are indexed to the Company's own stock and whether the holders of the warrants could
potentially require net cash settlement in a circumstance outside of the Company's control, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.

 At
their issuance date and as of December 31, 2023, certain warrants (see Notes 8 and 10) are accounted for as liabilities as these instruments
did not meet all of the requirements for equity classification under ASC 815-40 based on the terms of the aforementioned warrants. The
resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value
is recognized in the Company's consolidated statements of operations.

 Foreign
Currency Translation/Transactions

 The
Company has determined that the functional currency for its foreign subsidiary is the local currency. For financial reporting purposes,
assets and liabilities denominated in foreign currencies are translated at current exchange rates and profit and loss accounts are translated
at weighted average exchange rates. Resulting translation gains and losses are included as a separate component of stockholders'
equity as accumulated other comprehensive income or loss. Gains or losses resulting from transactions entered into in other than the
functional currency are recorded as foreign exchange gains and losses in the consolidated statements of operations.

 Comprehensive
income (loss)

 Comprehensive
income (loss) consists of the Company's consolidated net loss and foreign currency translation adjustments related to its subsidiary.
Foreign currency translation adjustments included in comprehensive loss were not tax effected as the Company has a full valuation allowance
at December 31, 2023 and 2022. Accumulated other comprehensive income (loss) is a separate component of stockholders' equity and
consists of the cumulative foreign currency translation adjustments.

 Basic
and Diluted Loss Per Share

 The
Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted
earnings per share (EPS) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net income (loss)
available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Basic
EPS includes the 3,381,479 of pre-funded warrants (see Note 8). Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2023,
there were 22,950,155 stock options and warrants that could potentially dilute basic EPS in the future that were not included in the
computation of diluted EPS because to do so would have been anti-dilutive for the periods presented.

 Income
Taxes

 The
Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates
and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes
and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company's tax provision
in a subsequent period.

 F- 10

 NOTES

 FOR

 Note
2. Summary of Significant Accounting Policies (continued)

 The
provision for income taxes was comprised of the Company's current tax liability and changes in deferred income tax assets and liabilities.
The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations
and in determining the liability for tax positions, if any, taken on the Company's tax returns in accordance with authoritative
guidance on accounting for uncertainty in income taxes. Deferred income taxes are determined based on the differences between the financial
reporting and tax basis of assets and liabilities. The Company must assess the likelihood that it will be able to recover the Company's
deferred tax assets. If recovery is not likely on a more-likely-than-not basis, the Company must increase its provision for income taxes
by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. However, should
there be a change in the Company's ability to recover its deferred tax assets, the provision for income taxes would fluctuate in
the period of such change.

and Development Costs

and development costs are expensed as incurred.

 Advance
payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized.
Such amounts are recognized as an expense as the related goods are delivered or the services are performed.

 Contingencies

 Liabilities
for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is
probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Gain contingencies are evaluated
and not recognized until the gain is realizable or realized.

 Recent
Accounting Pronouncements

 On
August 5, 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40), which simplifies the accounting for certain financial
instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own
equity. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. ASU
2020-06 simplifies the guidance in U.S. GAAP on the issuer's accounting for convertible debt instruments, requires entities to
provide expanded disclosures about "the terms and features of convertible instruments" and how the instruments have been
reported in the entity's financial statements. It also removes from ASC 815-40-25-10 certain conditions for equity classification
and amends certain guidance in ASC 260, Earnings per Share, on the computation of EPS for convertible instruments and contracts
on an entity's own equity. An entity can use either a full or modified retrospective approach to adopt the ASU's guidance.
The ASU's amendments are effective for smaller public business entities fiscal years beginning after December 15, 2023. The Company
is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements and does not expect the adoption of this amended
guidance to have a material impact on the Company's consolidated financial statements.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance
requires disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a quantitative
threshold. The new guidance is effective for public companies for annual reporting periods beginning after December 15, 2024, and for
non-public companies for annual reporting periods beginning after December 15, 2025, with early adoption permitted for both. The Company
will adopt the new standard in the annual reporting period beginning after December 15, 2025 and is currently evaluating the impacts of the
new guidance on its disclosures within the consolidated financial statements.

 The
Company does not expect the adoption of any accounting pronouncements to have a material impact on the consolidated financial statements.

 The
Company reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be
significant to the accounting for our operations.

 F- 11

 NOTES

 FOR

 Note
3. Inventories

 Inventories,
net consisted of the following at December 31, 2023 and 2022:

 Schedule of Inventories

 2023

 2022

 Raw materials

 $
 254,461

 $
 106,088

 Work in process

 170,464

 49,144

 Finished goods

 1,284,210

 30,572

 Total

 $
 1,709,135

 $
 185,804

 Note
4. Fixed Assets

 Fixed
asset, net, as of December 31, 2023 and 2022, are summarized as follows:

 Schedule of Property, Plant and Equipment

 2023

31,

 2022

 Land

 $
 260,460

 $
 242,240

 Building

 3,022,490

 2,824,481

 Machinery and Equipment

 4,464,317

 4,601,293

 Computer and Website

 290,661

 16,600

 Total Fixed Assets

 8,037,928

 7,684,614

 Less: accumulated depreciation

 ( 1,215,786
)

 ( 679,724
)

 Fixed asset, net

 $
 6,822,142

 $
 7,004,890

 Depreciation
expense of fixed assets for the year ended December 31, 2023 and 2022 was $ 876,064 and $ 647,690, respectively. Substantially, all of
the Company's fixed assets are located at the Company's Hungary location.

 In
the fourth quarter of 2023, the Company recorded, in Research and Development expenses, an asset impairment of $ 560,000
relating to Molds, which were included in Machinery and Equipment, due to a decision to discontinue usage of certain
molds.

the year ended December 2022, the Company recorded $ 63,612 in fixed asset costs relating to the estimated fair market value for options
granted in 2021 for the acquired machinery. As of December 31, 2023, the Company has $ 100,000 in remaining payments for machinery purchased,
which is included in accounts payable.

 Note
5. Asset Acquisition

 In
June 2020, the Company entered into a Share Purchase Agreement ("Agreement") with Safegard Medical ("Safegard")
and amendments to the Agreement, collectively, the Agreements, to purchase either the stock or certain assets of a manufacturing facility
for $ 2.5 M in cash, plus additional consideration of 28,571 shares of common stock with an estimated fair market value of $ 7.00, 35,714
stock options with an exercise price of $ 7.00 and 50,000 stock options with an exercise price of $ 4.25. The purchase price includes the
fair market value of the common stock of $ 200,000 and the vested options of $ 183,135. The Agreements provided the Company various periods
for due diligence and post due diligence, requirements for escrow payments through the closing date ("Closing Date").

 Through
the Closing Date, the Agreements provided the Company with the exclusive use of the facility in exchange for payment of the facility's
operating costs. The monthly fee ("Operating Costs"), which primarily covered the facility's operating costs, was mainly
comprised of the seller's workforce costs, materials and other recurring monthly operating cost.

the year ended December 31, 2022, the Company had remitted $ 594,000, respectively for the aforementioned Operating Costs. The remittance
of operating costs was discontinued after the Closing Date. These costs were included in research and development expense in the consolidated
statement of operations as the activities at the facility in 2022 were related to design and testing of the Company's products.

 F- 12

 NOTES

 FOR

 Note
5. Asset Acquisition (continued)

 The
acquisition of Safegard, which closed on July 6, 2022, did not meet the definition of a business pursuant to ASC 805-10, and accordingly
was accounted for as an asset acquisition in accordance with ASC 805-50. The cost of the acquisition was $ 2,936,712, including transaction
costs of $ 53,576, with the allocation to the assets acquired on a relative fair value basis. The intangibles relate to permits and a
limited workforce acquired. Under ASC 805-50, no goodwill is recognized. The operating results for Safegard are included in the consolidated
balance sheet and consolidated statements of operations for the period beginning after the closing on July 6, 2022.

 The
relative fair value of the assets acquired and related deferred tax liability is as follows:

 Schedule of Fair Value of the Assets Acquisition

 Land

 $
 226,000

 Building and affixed assets

 2,684,000

 Machinery

 158,000

 Inventory

 32,000

 Intangibles

 64,712

 Deferred tax liability

 ( 192,000
)

 Total

 $
 2,936,712

 The
useful lives for the acquired assets is Building - 20 years; Machinery – 5 to 10 years; Intangibles – 5 years. The related
depreciation and amortization is being recorded on a straight-line basis.

 Note
6. Other Assets

 Other
assets as of December 31, 2023 and 2022 are summarized as follows:

 Schedule of Other Assets

 2023

 2022

 Intangibles, net

 $
 52,513

 $
 62,480

 Deposits or advance payments on machinery, molds and components (see Note 15)

 -

 336,466

 Other

 76,062

 12,370

 Other
 assets

 $
 128,575

 $
 411,316

 Intangibles
are related to the Asset Acquisition (see Note 5) and consist of an acquired workforce and permits. Amortization for the year ended December
31, 2023 was $ 15,184.

 Note
7. Note Purchase Agreement

 On
December 14, 2021, the Company entered into a Note Purchase Agreement ("NPA") with three unrelated third-party purchasers
("Purchasers"). The Purchasers provided financing to the Company in the form of bridge financing, aggregating principal of
$ 2,000,000 (the "Notes"). The principal under the Notes shall be payable on the earlier of (i) December 14, 2022, and (ii)
the date on which the Company consummates an initial public offering ("IPO"), herein referred to as the "Maturity Date".
The Notes bore interest at 8 % with interest payments due monthly. The Company and the Purchasers had entered into a Security Agreement
whereby the Notes were collateralized by substantially all the assets of the Company, both tangible and intangible both currently owned
with stated exclusions, as defined, and any future acquired with stated exclusions, as defined.

 F- 13

 NOTES

 FOR

 Note
7. Note Purchase Agreement (continued)

 The
NPA provided for covenants that until all of the Notes have been converted, exchanged, redeemed or otherwise satisfied in accordance
with their terms, the Company shall not, and the Company shall not permit any of its subsidiaries without the prior written consent of
the Purchasers: a) incur or guarantee any new debt, b) issue any securities that would cause a breach or default under the NPA, c) incur
any liens other than permitted, d) redeem or repurchase shares, e) declare or pay any cash dividend or distribution, e) sell, lease or
dispose of assets other than in the ordinary course of business, or f) engage in different line of business.

 As
additional consideration to the Purchasers for providing the financing, the Company also agreed to a) issue each Purchaser a number of
shares of the Company's Common Stock equal to 50% of the original principal amount of each Purchaser's Note (the "Contingent
Stock") and b) issue each Purchaser a number of warrants, which would allow the Purchasers to purchase additional shares of the
Company's Common Stock, equal to 50% of the original principal amount each Purchaser's Note for a term of 5.0 years (the
"Contingent Warrants").

 For
both the Contingent Stock and the Contingent Warrants, the number of shares and warrants that each Purchaser will be issued was unknown
at the time of the NPA and was determined based on a formula of 50% of the original principal amount divided by a "Subsequent Offering
Price" based on the valuation in a future offering of Common stock or other equity interest in the Company (such offering referred
to as a "Consummated Offering") during the period beginning on December 14, 2021 through and including the date the Company
consummates an initial public offering ("IPO") (such period referred to as the "Subsequent Offering Period").

 In
accordance with ASC 480-10-25-14, a fixed monetary amount exists at inception for the total value of Contingent Stock that may be issued
to each Purchaser. The Contingent Stock is not considered outstanding at inception, as it will only be issued upon the consummation of
a Consummated Offering, and accordingly, is a conditional obligation. As such the fair market value ("FMV") of the Contingent
Stock at inception was $ 677,000, which was recorded as debt discount. Similarly, a fixed monetary amount further exists at inception
for the total value of Contingent Warrants that may be issued to each Purchaser. Accordingly, a conditional obligation exists and as
such the FMV of Contingent Warrants at inception was $ 585,000, which was recorded as debt discount. The Company incurred $ 197,500 of
debt issuance costs associated with the NPA. The debt issuance costs were allocated between the Notes, Contingent Stock and Contingent
Warrants in a manner that was consistent with the allocation of the proceeds of the Notes. The portion of the debt issuance costs which
were allocated to the Contingent Stock and Contingent Warrants, which was $ 124,460, was expensed during the year ended December 31, 2021.
The debt issuance costs allocated to the Notes were recorded as a debt discount.

 The
Contingent Stock and Contingent Warrant liabilities were measured at FMV on the date of issuance (based on the Black-Scholes valuation
model).

 At
inception, the Notes were recorded at the net amount of approximately $ 665,000, after adjusting for debt discounts of approximately $ 1,335,000
relating to the debt issuance costs, Contingent Stock and Contingent Warrants. Management calculates the effective interest rate ("EIR")
to consider the potential repayment at redemption date by reference to the face value amount after taking into account the stated 8 %
interest rate. In 2022, through the repayment date, the Company recorded interest expense of $ 39,111 and accreted interest of $ 1,299,895
and repaid the $ 2,000,000 in Notes with proceeds from the IPO that closed on April 19, 2022.

 The
value of the Contingent Stock and Contingent Warrants is required to be re-measured at FMV at each reporting date, using either the Black-Scholes
valuation model or other valuation method, if deemed more appropriate, with recognition of the changes in fair value to other income
or expense in the consolidated statement of operations in accordance with ASC 480, Debt and Equity. On April 19, 2022, the Company issued
 235,295 shares of Common Stock to settle the Contingent Stock liability, re-measured the liability at its estimated FMV based on the
stock's trading price and reclassified $ 496,000 to Common Stock Par Value and Additional Paid in Capital.

 In
connection with the closing of the IPO, 235,295 warrants were issued to settle the Contingent Warrant liability ("Note Warrants")
with an exercise price of $ 4.25 adjusted to $ 0.64 at September 29, 2023, based on anti-dilution terms in the warrants. The terms of the
Note Warrants continue to require classification as a liability under ASC 815 with recognition of the changes in fair value to other
income or expense in the consolidated statement of operations in accordance with ASC 480 Debt and Equity. (See Notes 8 and 10)

 F- 14

 NOTES

 FOR

 Note
8. Stockholders' Equity

 Capital
Structure

 On
December 11, 2017, the Company was incorporated in Wyoming with 20,000,000 shares of common stock authorized with a $ 0.0001 par value.
Effective, April 18, 2019, the Company's authorized common stock was increased to 50,000,000 shares of common stock. The articles
of incorporation also authorized 10,000 preferred shares with a $ 0.001 par value.

 Effective
March 22, 2022, the Company completed a plan and agreement of merger with Sharps Technology, Inc., a Nevada corporation ("Sharps
Nevada"). Pursuant to the merger agreement, (i) the Company merged with and into Sharps Nevada, (ii) each 3.5 shares of common
stock of the Company were converted into one share of common stock of Sharps Nevada and (iii) the articles of incorporation and bylaws
of Sharps Nevada, became the articles of incorporation and bylaws of the surviving corporation. The Company's authorized common
stock and preferred stock increased from 50,000,000 to 100,000,000 and 10,000 to 1,000,000 shares, respectively. The par value of preferred
stock decreased from $ 0.001 to $ 0.0001 per share.

 Common
Stock

 On
September 29, 2023, the Company completed two simultaneous offerings and received aggregate gross proceeds of approximately $ 5.6 million,
before expenses to the placement agent and other offering expenses of $ 716,000.

 a.

 The
 first offering, the securities purchase agreement offering (the "Shelf Offering") with institutional investors and the
 Company resulted in the Company receiving net proceeds from the Shelf Offering and the sale of pre-funded warrants of approximately
 $ 2.5 million,
 includes the value of the pre-funded warrants recorded in Additional Paid in Capital, net of $ 362,000
 in fees relating to the placement agent and other offering expenses. The Shelf Offering was priced at the market under Nasdaq rules.
 In connection with the Shelf Offering, the Company issued 3,618,521
 shares of common at a purchase price of $ 0.64
 per unit and 800,000
 pre-funded warrants at $ 0.639
 per pre-funded warrants. The exercise price of the pre-funded warrants will be $ 0.001
 per share.

 b.

 The second offering, the
 securities purchase agreement offering ("Private Placement") with institutional investors and the Company received net
 proceeds from the Private Placement of approximately $ 2.4 million, net of $ 354,000 in fees relating to the placement agent and other
 offering expenses. In connection with the Private Placement, the Company issued: (i) 2,581,479 PIPE Shares (or PIPE Pre-Funded Warrants
 in lieu thereof) and (ii) PIPE Warrants (non-trading) to purchase 8,750,003 shares of our common stock, at a combined purchase price
 of $ 1.074 per unit (or $1.073 per pre-funded unit). The PIPE Warrants have a term of five and one-half ( 5.5) years from the issuance
 date and are exercisable for one share of common stock at an exercise price of $ 0.64. The net proceeds, after reflecting par value,
 has been recorded in Additional Paid in Capital of $ 1.6 million and with respect to the PIPE Warrants recorded as a liability under
 ASC 815 of $ 985,204. On October 16, 2023, the Company filed an S-1 (Resale) Registration Statement in connection with the Private
 Placement and on October 26, 2023 the S-1 went effective. At December 31, 2023 the warrant liability is $ 1,036,875. (See Notes 8
 and 10).

 On
February 3, 2023, the Company completed a securities purchase agreement ("Offering") with institutional investors and received
net proceeds from the Offering were approximately $ 3.2 million, net of $ 600,000 in fees relating to the placement agent and other offering
expenses. The Offering was priced at the market under Nasdaq rules. In connection with the Offering, the Company issued 2,248,521 units
at a purchase price of $ 1.69 per unit. Each unit consists of one share of common stock and one non-tradable warrant exercisable for one
share of common stock at a price of $ 1.56, adjusted to $ 0.64 at September 29, 2023, based on anti-dilution terms in the warrants. The
warrants have a term of five years from the issuance date. On February 13, 2023, the Company filed an S-1 (Resale) Registration Statement
in connection with the Offering.

 On
April 13, 2022, the Company's initial public offering ("IPO") was declared effective by the SEC pursuant to which the
Company issued and sold an aggregate of 3,750,000 units ("Units"), each consisting of one share of common stock and two warrants,
to purchase one share of common stock for each whole warrant, with an initial exercise price of $ 4.25 per share and a term of five years.
In addition, the Company granted Aegis Capital Corp., as underwriter a 45-day over-allotment option to purchase up to 15% of the number
of shares included in the units sold in the offering, and/or additional warrants equal to 15% of the number of Warrants included in the
units sold in the offering, in each case solely to cover over-allotments, which the Aegis Capital Corp. partially exercised with respect
to 1,125,000 warrants on April 19, 2022.

 F- 15

 NOTES

 FOR

 Note
8. Stockholders' Equity (continued)

 The
Company's common stock and warrants began trading on the Nasdaq Capital Market or Nasdaq on April 14, 2022. The net proceeds from
the IPO, prior to payments of certain listing and professional fees were approximately $ 14.2 million. The net proceeds, after reflecting
par value, has been recorded in Additional Paid in Capital of $ 9.0 million and with respect to the Warrants as a liability under ASC
815 of $ 5.2 M. (See Note 10)

the year ended December 31, 2022, the Company issued 235,000 shares of common stock at the trading stock price in connection with services
provided to the Company and recorded a charge of $ 290,551, In addition, the Company issued 235,295 common shares relating to the Note
Purchase agreement. (See Note 7)

 Warrants

 a)
 In connection with a one-year advisory services arrangement entered into in April 2023, the Company issued 495,000
 warrants during the year ended December 31, 2023 at an exercise price of $ 1.56.
 The warrants have a three-year term and were fully vested on issuance. The FMV of the warrants recorded for the year end ended
 December 31, 2023 was $ 42,915
 as computed using the Black Sholes valuation model. The assumptions for the year ended December 31, 2023 were: a) expected term
 – 3
 years, b) expected volatility – 24.49 %
 to 44.83 %,
 c) risk free rate- 3.58 %
 to 4.67.%
 and d) dividend rate – 0 %.

 b)
 In connection with the Private Placement in September 2023, the Company issued 8,750,003 non-trading PIPE Warrants as a component
 of the Unit as noted in Common Stock above. The PIPE Warrants were recorded at the FMV, computed using the Black Sholes valuation
 method. The PIPE Warrant's liability requires remeasurement at each reporting period. The PIPE Warrants are classified as a
 liability based on ASC 815. At the issuance date and December 31, 2023, the liability was $ 985,204 and $ 1,036,875, respectively and
 for the year ended December 31, 2023 a FMV loss adjustment of $ 51,671 was recorded (See Note 10).

 c)
 In connection with the Offering in February 2023, the Company issued 2,248,521 non-trading warrants Offering Warrants as a component
 of the Unit as noted in Common Stock above. The Offering Warrant's liability requires remeasurement at each reporting period.
 The Offering Warrants were recorded at the FMV, computed using the Black Sholes valuation method. The Offering Warrants are classified
 as a liability based on ASC 815. At the issuance date and at December 31, 2023 the liability was $ 455,326 and $ 234,072, respectively.
 During the year ended December 31, 2023, the Company recorded a FMV gain adjustment of $ 221,254. (See Note 10).

 d)
 In connection with the IPO in April 2022, the Company issued 7,500,000
 warrants (Trading Warrants) as a component of the Units and 1,125,000
 warrants to the underwriter (Overallotment Warrants), as noted in Common Stock above. The Trading and Overallotment Warrants were
 recorded at the FMV, being the trading price of the warrants, on the IPO effective date and the Warrants are classified as a
 Liability based on ASC 815. The Warrant liability requires remeasurement at each reporting period. At December 31, 2023 and 2022,
 the liability was $ 1,121,250.
 During years ended December 31, 2023 and 2022, the Company recorded a FMV loss (gain) adjustment of $ 0
 and $( 4,784,559), respectively
 (See Note 10).

 F- 16

 NOTES

 FOR

 Note
8. Stockholders' Equity (continued)

 e)
 The Company has issued 235,295
 Warrants ("Note Warrants") to the Purchasers of the Notes on April 19, 2022. The Note Warrants have an exercise price of
 $ 4.25
 and a term of five years. At December 31,2023 and 2022, the liability was $ 30,588.
 During the years ended December 31, 2023 and 2022, the Company recorded a FMV loss (gain) of $ 0
 and ($ 127,059),
 respectively. (See Note 10)

 f)
 The underwriter received 187,500
 warrants in connection with the IPO for a nominal cost of $ 11,250.
 The Warrants have an exercise price of $ 5.32
 and are exercisable after October 9, 2022. The FMV at the date of issuance was $ 228,750
 computed using the Black Sholes valuation model with the following assumptions: a) volatility of 93.47 %, five -year
 term, risk free interest rate 2.77 %
 and 0 %
 dividend rate. These warrants were recorded in Equity at the estimated FMV and classified as additional issuance
 costs.

 Note
9. Preferred Stock

 In
February 2018, the Company Board of Directors issued one share of Series A Preferred Stock to Alan Blackman, the Company's co-founder
and Director. The Series A Preferred Stock entitles the holder to vote on any matters related to the election of directors and was reduced
from 50.1 % at December 31, 2022 to 29.5 %, effective with the IPO. The Series A Preferred Stock has no right to dividends, or distributions
in the event of a liquidation and is not convertible into common stock. In the event the Company is sold during the two-year period following
completion of IPO at a price per share of more than 500% of the initial offering price per Unit in the IPO, the Series A Preferred Stock,
as in effect upon completion of the IPO, will entitle the holder to 10 % of the total purchase price. (See Note 15)

 Note
10. Warrant Liability

 The
Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented as a Warrant liability in the accompanying
consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in
fair value presented within the consolidated statement of operations, The non-trading warrants, related to the February 2023 and September
2023 offerings, are valued using the Black-Scholes pricing model. The assumptions for the year ended December 31, 2023 were as follows:
(See Notes 7 and 8)

of Fair Value of Warrant

 2023

 Expected term (years)

 4.10 to 5.50

 Expected volatility

 45.30 % to 70.44
 %

 Risk-free interest rate

 3.53 % to 4.54
 %

 Dividend rate

 %

 The
Warrant liability at December 31, 2023 and 2022 was as follows:

of Warrant Liability

 2023

 2022

 Trading and Overallotment Warrants

 $
 1,121,250

 1,121,250

 Note Warrants

 30,588

 30,588

 Offering Warrants – February 2023

 234,072

 -

 Offering Warrants – September 2023

 1,036,875

 -

 Total Warrant Liability

 $

 The
Warrants outstanding at December 31, 2023 and 2022 were as follows:

of Warrant Outstanding

 31,

 2023

 31,

 2022

 Trading and Overallotment Warrants

 8,812,500

 8,812,500

 Note Warrants

 235,294

 235,294

 Offering Warrants – February 2023

 2,248,521

 -

 Offering Warrants – September 2023

 8,750,003

 -

 Warrants issued for services arrangement

 495,000

 -

 Total Warrants Outstanding

 20,541,318

 9,047,794

 F- 17

 NOTES

 FOR

 Note
10. Warrant Liability (continued)

 For
the years ended December 31, 2023 and 2022 the FMV loss (gain) adjustment, which is reflected in the FMV adjustment on Warrants in the
Consolidated Statements of Operations was ($ 169,583) and ($ 4,784,559), respectively.

 Note
11. Stock Options

 On January 24, 2023, the Company's Board of Directors initially adopted the 2023 Equity Incentive Plan (the
"2023 Plan"), to provide for the issuance of up to 1,400,000 options and/or shares of restricted stock be available for issuance
to officers, directors, employees and consultants. The 2023 Plan was subsequently updated to provide for the issuance of up to 3,500,000
options and/or shares of restricted stock. The 2023 Plan was approved by shareholders at the annual meeting

 A
summary of options granted and outstanding is presented below.

of Stock Options Granted and Outstanding

 2023

 2022

 Options

 Weighted
 Average
 Exercise
 Price

 Options

 Weighted
 Average
 Exercise
 Price

 Outstanding at Beginning of year

 1,358,122

 $
 4.37

 1,137,479

 $
 5.18

 Granted

 1,065,000

 1.35

 367,500

 1.63

 Cancelled

 ( 3,571
)

 ( 4.38
)

 Forfeited

 ( 14,286
)

 $
 1.75

 ( 143,286
)

 $
 ( 3.77
)

 Outstanding at end of year

 2,408,836

 $
 3.03

 1,358,122

 $
 4.37

 Exercisable at end of year

 1,881,327

 $
 3.47

 1,132,861

 $
 4.59

 1)

 During the year ended December 31, 2023, the Company granted five -year options (the "Options") to purchase a total of:

 a)

 975,000
 shares of the Company's common stock, par value $ 0.0001 per share (the "Common Stock") to its directors, executive
 officers, employees and consultants pursuant to the Company's. 2022 and 2023 Equity Incentive Plans. The Options are exercisable
 at $ 1.37 per share which was the closing price on January 25, 2023.

 b)

 90,000
 shares of the Company's Common Stock in connection with an employment or consulting agreements at the exercise price, representing
 the closing price on the grant date ranging from $ 0.82 to $ 1.30.

 During the year ended December 31, 2023, 660,000 Options have been granted under the 2023 Equity Incentive Plan and the remaining 405,000 Options were issued under the 2022 Equity Incentive Plan. At December 31, 2023, 1,748,836 Options are outstanding under the 2022 Equity Incentive Plan.

the years ended December 31, 2023 and 2022, the estimated weighted-average grant-date fair value of options granted was $.80
per share and $ 1.63
per share, respectively. As of December 31, 2023 and 2022, there was $ 498,454
and $ 475,097,
respectively, of unrecognized stock-based compensation related to unvested stock options with a weighted average fair value of $.94 and $ 2.05 per share, respectively, which is expected to be recognized over a
weighted-average period sixteen months as of December 31, 2023.

 The
following table summarizes information about options outstanding at December 31, 2023:

of Information About Options Outstanding

 Exercise

 Prices

 Options

 Outstanding

 Aggregate

 Intrinsic Value

 Weighted
 Average

 Remaining

 Contractual Life

 Options

 Exercisable

 Aggregate

 Intrinsic
 Value

 on Exercisable

 $

.82 to.92

 40,000

 -

 4.58

 18,794

 -

 $

 1.21

 307,500

 -

 3.42

 240,386

 -

 $

 1.30

 50,000

 -

 4.21

 43,750

 -

 $

 $ 1.37

 975,000

 -

 4.17

 561,719

 -

 $

 1.75

 54,285

 -

 2.25

 54,285

 -

 $

 2.80

 141,429

 -

 2.25

 141,429

 -

 $

 1.39

 10,000

 -

 3.75

 10,000

 -

 $

 4.25

 50,000

 -

 3.75

 50,000

 -

 $

 4.38

 244,286

 -

 1.25

 244,286

 -

 $

 7.00

 536,335

 -

 2.00

 516,679

 -

 At
December 31,2023, the stock options outstanding and the options exercisable have exercise prices that exceed the stock market price at
December 31, 2023 and as such no intrinsic value exist. Intrinsic value is defined as the difference between the exercise price of the
options and the market price of the Company's common stock.

 F- 18

 NOTES

 FOR

 Note
11. Stock Options (continued)

 In
2023 and 2022, the Company recognized stock-based compensation expense of $ 920,108, of which $ 906,745 and $ 13,363 was recorded in general
and administrative and research and development expenses, respectively and $ 1,012,592, of which $ 915,797 and $ 96,795 was recorded in
general and administrative and research and development expenses, respectively. Further, in 2022, the Company recorded stock-based charges
of $ 63,612 relating to purchase of machinery (See Note 4) and $ 60,435 relating to an Acquisition. (See Note 5.)

 The
fair value of stock option awards accounted for under ASC 718 was estimated at the date of grant using a Black-Scholes option-pricing
model with the following assumptions:

of Fair Value of Stock Option Awards

 Year
 Ended

 2023

 Year
 Ended

 2022

 Expected term (years)

 2.88 to 3.25

 2.50 to 3.00

 Expected volatility

 75.40 % to 89.93

 %

 100.81 % to 110.74

 %

 Risk-free interest rate

 3.71 % to 4.27

 %

 2.90 % to 3.47

 %

 Dividend rate

 %

 %

 Note
12. Income Taxes

 A
reconciliation of the Federal statutory rate of 21 % and 28 % in the years ended December 31, 2023 and 2022, respectively to the total
effective rate applicable to income (loss) is as follows:

of Reconciliation of Federal Statutory Rate to Total Effective Rate

 December 31, 2023

 December 31, 2022

 Expected benefit at statutory federal tax rate

 $
 ( 2,073,230
)

 $
 ( 974,329
)

 Permanent differences – net

 ( 35,469
)

 ( 859,515
)

 State and local taxes, net of federal tax benefit

 -

 ( 265,607
)

 Other

 ( 24,569
)

 ( 21,965
)

 Change in valuation allowance

 2,103,268

 2,121,416

 Income tax expense (benefit)

 $
 ( 30,000
)

 $
 -

 The
components of the Company's deferred tax assets (liabilities) are as follows:

of Components of Deferred tax Assets

 2023

 2022

 Deferred tax assets (liabilities):

 Fixed assets

 $
 ( 281,073
)

 $
 ( 268,594
)

 Interest

 35,178

 62,310

 Research and development expenses

 400,810

 454,942

 Stock-based compensation

 895,509

 917,351

 Charitable Contributions

 Net operating losses - federal

 4,456,242

 2,898,411

 Net operating losses – state and local

 543,264

 921,350

 Net operating losses - foreign

 233,114

 37,686

 Research credit

 28,985

 28,985

 Less valuation allowance

 ( 6,474,449
)

 ( 5,244,441
)

 Net deferred tax liability

 $
 ( 162,000
)

 $
 ( 192,000
)

 F- 19

 NOTES

 FOR

 Note
12. Income Taxes (continued)

 The
authoritative guidance requires the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities
are determined based on the difference between the financial statement and tax bases of assets and liabilities. Deferred tax assets or
liabilities at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered.

 The
guidance also requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred
tax asset will not be realized. A review of all available positive and negative evidence needs to be considered, including a company's
current and past performance, the market environment in which the company operates, length of carryback and carryforward periods and
existing contracts that will result in future profits. After reviewing all the evidence, the company has recorded a full valuation allowance.

 As
of December 31, 2023, the Company had U.S. federal net operating loss carryforwards of approximately $ 21,222,000 of which $ 241,000, if
not fully utilized, expires by 2038 and which $ 20,981,000 do not expire. The Company has foreign net operating loss carryforwards of
$ 2,590,000, if not fully utilized, expire through 2028. Utilization is dependent on generating sufficient taxable income prior to expiration
of the tax loss carryforwards.

 The
geographical components of loss before income taxes consisted of the following for the years ended December 31:

of Geographical Components of Loss Before Income Taxes

 2023

 2022

 United Stated Operations

 $
 ( 8,173,807
)

 $
 ( 3,978,832
)

 International Operations

 ( 1,667,831
)

 ( 660,830
)

 (Loss) Income before taxes

 ( 9,871,638
)

)

 Note
13. Related Party Transactions and Balances

 As
of December 31, 2023 and 2022, accounts payable and accrued liabilities include $ 32,974 and $ 105,667, respectively, payable to officers,
and directors of the Company. The amounts are unsecured, non-interest bearing and are due on demand (See Note 15).

 Note
14. Fair Value Measurements

 The
Company's financial instruments include cash, accounts payable, notes payable, contingent stock and warrant liability and warrant
liability. Cash, contingent stock liability, contingent warrant liability and warrant liability are measured at fair value. Accounts
payable and notes payable are measured at amortized cost and approximates fair value due to their short duration and market rate for
similar instruments, respectively.

 F- 20

 NOTES

 FOR

 Note
14. Fair Value Measurements (continued)

 As
of December 31, 2023, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the
Company's consolidated balance sheet:

of Assets and Liabilities Measured at Fair Value on Recurring Basis

 Fair Value Measurements Using

 Level 1

 Level 2

 Level 3

 Total

 Assets

 Cash

 $

 -

 -

 $

 Total assets measured at fair value

 $

 -

 -

 $

 Liabilities

 Warrant liability

 $
 -

 —

 $

 Total liabilities measured at fair value

 $
 -

 -

 $

 As
of December 31, 2022, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the
Company's consolidated balance sheet:

 Fair Value Measurements Using

 Level 1

 Level 2

 Level 3

 Total

 Assets

 Cash

 $

 -

 -

 $

 -

 -

 -

 Total assets measured at fair value

 $

 -

 $

 Liabilities

 Warrant liability

 $

 -

 -

 $

 Total liabilities measured at fair value

 $

 -

 -

 $

 Note
15. Commitments and Contingencies

 Fixed
Assets and Other

 At
December 31, 2023, the remaining amounts due under outstanding orders of $ 56,874 is recorded in Accounts Payable. At December 31, 2022,
the Company has outstanding orders to purchase equipment, molds and component parts for research and development of $ 609,953 of which
advance payments of $ 209,678 have been made and recorded in Other Assets (See Note 6).

 F- 21

 NOTES

 FOR

 Note
15. Commitments and Contingencies (continued)

 Contingencies

 At
each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably
estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company is currently not
involved in any material litigation or other loss contingencies.

 Royalty
Agreement

 In
connection with the purchase of certain intellectual property in July 2017, Barry Berler and Alan Blackman entered into a royalty agreement
which provides that Barry Berler will be entitled to a royalty of four percent ( 4 %) of net sales derived from the use, sale, lease, rent
and export of products related to the intellectual property. The royalty continues until the patent expires or is no longer used in the
Company's product. The royalty agreement was assumed by the Company in December 2017.

 In
September 2018, the Royalty Agreement was amended to reduce the royalty to 2 % and further provided for a single payment of $ 500,000 to
Barry Berler within three years in return for cancellation of all further royalty obligations of the Company. In May 2019, the Royalty
Agreement was further amended to change the payment date to on or before May 31, 2021 or during the term of the amended Royalty Agreement
should the Company be acquired or a controlling interest be acquired. The Company has not made the aforementioned payment or incur any
change in control as such the 2 % royalty remains in place.

 Employment
Agreements

 On
August 1, 2022, the Company cancelled the consulting agreement with Alan Blackman, Co- Chairman and Chief Operating Officer and entered
into an Employment Agreement which provides for annual salary of $ 256,000, which provides for increases, and provisions compensation
adjustments, expense and tax differential reimbursements, benefits and bonuses. As of September 1, 2022, the annual salary is $ 320,000.
At June 30, 2022, the Company approved and accrued a $ 250,000 bonus to Mr. Blackman for services provided in 2022, of which $ 65,000 was
paid subsequent to December 31, 2022. The Company terminated Mr. Blackman's Employment Agreement effective May 1, 2023. Mr. Blackman
continued to serve as the Co-Chairman and a member of the Board of Directors. Subsequent to June 30, 2023, the Company and Mr. Blackman
entered into a separation agreement whereby, Mr. Blackman will be paid severance payments of approximately $ 346,000, which was recorded
as an expense and an accrued expense as of June 30, 2023, over thirteen months, continue his medical benefits for such period with a
cost of approximately $ 29,000 which has been accrued at June 30, 2023. At December 31, 2023, the outstanding balance due Mr. Blackman
is $ 218,000, which is recorded in accrued expenses. Further, all unvested options were fully vested and the Company recorded a charge
of $ 60,000. In connection with the separation agreement, Mr. Blackman no longer serves as Co-Chairman or Board member and has agreed
to vote his Series A Preferred Stock in favor of the election, reelection, and/or designation of each individual nominated to serve as
a director on the Board of Director as shall be identified in an applicable proxy statement filed by the Company for such election of
directors. Once the payments due Mr. Blackman are fully paid, the Series A Preferred Stock shall be deemed immediately cancelled and
forfeited and without further consideration. The Series A Preferred shall at such time be returned to the status of an authorized but
unissued share of preferred stock of the Company.

 F- 22

 NOTES

 FOR

 Note
15. Commitments and Contingencies (continued)

 On
September 30, 2022, the Company entered into a formal employment agreement, effective on such date and will continue until terminated
by either party, subject to the terms of the agreement, with Andrew R. Crescenzo who has been serving as the Company's Chief Financial
Officer on a contract services basis for the last three years. The agreement provided for annual compensation of $ 225,000 and plus a
one-time $ 18,750 incentive payment upon the commencement of the agreement. During the course of the term, Mr. Crescenzo will be eligible
for (i) performance bonuses to be granted at the discretion of the Company's Compensation Committee and (ii) to participate in
the Company's 2022 Equity Incentive Plan. The agreement contains customary employment terms and conditions.

 In
October 2022, the Company entered into a service agreement ("Service Agreement") with an unrelated third-party for marketing
and investor relations services. The Service Agreement, which has a term of one year, has various deliverables and provides payments
to the third party as follows; a) an initial fee of $ 90,000, b) monthly fees through the term of $ 12,500, c) 200,000 shares of restricted
common stock and d) $ 300,000 specifically related to digital marketing activities. As stated in Note 8, the 200,000 shares of restricted
common stock were valued at $ 230,000, representative of the trading price on the issuance.

 On
February 9, 2023, the Company, appointed Justin Page, as Vice President of Technical Operations with a start date of February 15, 2023.
The agreement provides for annual compensation of $ 235,000 and Options to purchase 50,000 shares of Common Stock at the exercise price
of $ 1.30, the closing price on the grant date. During the course of the term, Mr. Paige will be eligible for (i) performance bonuses
to be granted at the discretion of the Company's Compensation Committee and (ii) to participate in the Company's Equity Incentive
Plan. The agreement contains customary employment terms and conditions and provides for severance of six months if a change in control
occurs, as defined.

 On
November 10, 2023, the Company executed an Employment Agreement with Robert Hayes, its Chief Executive Officer amending the employment
letter dated September 6, 2021. The agreement term automatically renews for successive one-year terms as of the commencement date unless
prior written notice by either party within ninety days prior to end of the current term. The agreement provides for termination of employment
and severance benefits under stated conditions and restrictive covenants. The agreement provides for annual compensation retroactive
to June 1, 2023 of $ 600,000 from $ 400,000 and a stated increase with the successful acquisition of InjectEZ and other terms of the acquisition
agreement (See Note 5). The agreement provides for bonus compensation for: (i) closing the Nephron acquisition agreement, (ii) long-term
incentives for achieving revenue targets and market caps for the Company's stock and (iii) other Company achievements. In addition,
the agreement provides for benefits and paid time off.

 Note
16. Subsequent Events

 In
January 2024, the holders of 398,441
 of pre-funded warrants exercised their warrants
at the exercise price of $.001.

 F- 23

 Item
9. Changes in and Disagreements with Accountants

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

 As required by Rules 13a-15(b)
and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2023 was conducted under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2023, were effective at the reasonable assurance level.

 Management's
Report on Internal Control over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting
is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of,
a company's Principal Executive Officer and Principal Financial Officer and effected by our Board of Directors, management and
other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated
financial statements for external purposes in accordance with generally accepted accounting principles (GAAP). Our internal control over
financial reporting includes those policies and procedure that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of the issuer;

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 GAAP, and that receipts and expenditures of the issuer are being made only in accordance with the authorization of management of
 the issuer; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the issuer's
 assets that could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that
the degree of compliance with the policies or procedures may deteriorate.

 In
the course of preparing this Report and the Consolidated Financial Statements included herein, our management conducted an
evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 using the criteria issued
by the Committee of Sponsoring Organizations of the Treadway Commissions (COSO) in the Internal Control-Integrated Framework
(2013). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31,
2023 our internal control over financial reporting was effective as of December 31, 2023. Management has reviewed its assessment with the Audit Committee.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d)
and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 The
following table provides information regarding our executive officers and directors as of the date of this Form 10-K:

 Name

 Age

 Position(s)

 Executive Officers:

 Chief Executive Officer and Director

 Andrew R. Crescenzo

 Chief Financial Officer

 Non-Executive Directors

 Soren Bo Christiansen, MD

 Chairman

 Paul K. Danner

 Timothy J. Ruemler

 Brenda Baird Simpson

 Jason Monroe

 Executive
Officers

 Robert
M. Hayes

 Robert
M. Hayes has been the Chief Executive Officer and director for Sharps Technology since September 2021. Before joining the Company, he
served as Senior Director of Product Management and Innovation and other roles with Gerresheimer Pharmaceutical Glass from 2010 to 2021
where he led commercial sales and strategic partnerships with top global healthcare companies. He has over 25 years' experience
in the healthcare, medical device, and pharmaceutical manufacturing industry. Mr. Hayes received his Bachelor of Business Administration
from University of Toledo. Mr. Hayes' healthcare industry and product management experience qualify him to serve on our board of
directors.

 Andrew
R. Crescenzo

 Andrew
R. Crescenzo, CPA has been Chief Financial Officer for Sharps Technology since May 2019 under a consulting agreement with CFO Consulting
Partners LLP through September 30, 2022 and as an employee since October 1, 2022. Before joining the Company, Mr. Crescenzo served in
various finance roles from 2006 to 2019 in biotech, manufacturing and distribution, including, CFO of United Metro Energy from 2014 to
2016; Senior VP of Finance of Enzo Biochem (NYSE:ENZ) from 2006 to 2014. Prior to 2006, he was an Executive Director from 2002 to 2006
and a Senior Manager from 1997 to 2002 at Grant Thornton LLP. Mr. Crescenzo is a Certified Public Accountant and received his Bachelor
of Business Administration from Adelphi University.

 Non-Executive
Directors

 Dr.
Soren Bo Christiansen

 Soren
Bo Christiansen, Chairman of the Board for Sharps Technology, joined the team in April 2018 as a Board member, became Chairman of
the Board in December 2018 (held title of Co-Chairman from September 2021 to May 2023), and was CEO from April 2019 until he stepped down in September 2021.
Dr. Christiansen worked for Merck & Co. Inc. for 30 years in Denmark, USA and Switzerland. He was Sr. VP Merck Vaccines (head of
the Global Commercial division), President Eastern Europe, Middle East & Africa and during the last four years of his career, he
was President for Europe, Middle East, Africa and Canada. He holds a medical degree from University of Copenhagen Denmark. Dr. Christiansen's
medical and pharmaceutical knowledge and experience qualifies him to serve on our board of directors.

 Paul
K. Danner

 Paul
K. Danner, a member of the Board of Directors and Chairperson of the Audit Committee, joined Sharps Technology in September 2021. Since
2013, Mr. Danner has been chief financial and administrative officer of PAY2DAY Solutions, Inc. dba Authvia, a FinTech software developer
that provides merchants and consumers with a cloud-based CPaaS (Communications Platform as a Service) platform capable of providing end-to-end
payment flows, billing, consumer management, payment analytics, and consumer insights. From 2016 to 2018, Mr. Danner was chief executive
officer of Alliance MMA, Inc., which was a mixed martial arts organization offering promotional opportunities for aspiring mixed martial
arts fighters. As a senior business leader, Mr. Danner has served three Nasdaq-listed companies as the senior corporate executive. Additionally,
he has acquired extensive Board of Director expertise through six separate appointments totaling more than twenty-five years with three
Nasdaq and OTCQB listed companies including Chairman, Corporate Secretary and Audit Committee assignments, as well as two development-stage
ventures and one not-for-profit enterprise. Mr. Danner served as a Naval Aviator flying the F-14 Tomcat, and subsequently as an Aerospace
Engineering Duty Officer supporting the Naval Air Systems Command, for 8 years on active duty plus 22 years with the reserve component
of the United States Navy. He retired from the Navy in 2009 with the rank of Captain. Mr. Danner earned a BS degree in Business Finance
from Colorado State University, and he holds an MBA from the Strome College of Business at Old Dominion University. Mr. Danner's
executive and marketing experience qualify him to serve on our board of directors.

 Timothy
J. Ruemler

 Timothy
J. Ruemler, a member of the Board of Directors and Chairperson of the Nominating Committee, joined Sharps Technology in September 2021.
He was division President SW Florida for Centex Homes from 1993 to 2007, where he was responsible for all aspects of the Real Estate
division's activities. Mr. Ruemler has been retired since 2007. While at Centex Homes, Mr. Ruemler also held the positions of Sales
Manager, Construction Manager, Controller, and Assistant Controller for the Naples, Raleigh and Tampa divisions from 1986 until 1993.
Prior to his career at Centex Homes, he held auditor positions. He holds a BS in Accounting from Indiana State University. Mr. Ruemler's
business operational experience qualify him to serve on our board of directors.

 Brenda
Baird Simpson

 Brenda
Baird Simpson has served on our board of directors in April 2022. Ms. Simpson has been senior vice president & chief nursing officer
at Centura Health in Centennial, CO since 2021. She was system vice president & chief nursing executive at Northeast Georgia Health
System from 2016 to 2021, and system senior vice president & chief nursing officer at CHI St. Vincent Health System in Little Rock,
AR, from 2007 to 2016. Ms. Simpson received a DNP from the University of South Alabama, an MSN from the University of Tennessee, Knoxville,
a BSN from Tennessee State University, Nashville, and an AND from the University of Tennessee, Martin. Ms. Simpson's medical experience
qualifies her to serve on our board of directors.

 Jason
L. Monroe

 Jason
L. Monroe has served on our board of directors in April 2022 and serves as Chairperson of the Compensation Committee Mr. Monroe has been
sales manager at CVS Health since 2016 and was a pharmacy manager at CVS Health from 2014 to 2015. He was Adjunct Professor for Pharmacy
Technician program at Houston Community College from 2017 to 2019. Mr. Monroe received a PharmD from the Texas Southern University College
of Pharmacy & Health Science and a BS from Prairie View A&M University. Mr. Monroe's healthcare experience qualifies him
to serve on our board of directors.

 Board
Composition

 Our
board currently consists of six directors, Robert M. Hayes, Soren Bo Christiansen, Paul K. Danner, Timothy J.
Ruemler, Brenda Baird Simpson and Jason L. Monroe. Mr. Ruemler and Mr. Danner, Ms. Simpson and Mr. Monroe are " independent directors " within the meaning
of the Listing Rules of the Nasdaq Stock Market.

 Family
Relationships

 No
family relationships exist between any of our officers or directors.

Independence

 The
Board evaluates the independence of each nominee for election as a director of our Company in accordance with the Nasdaq Listing Rules.
A majority of our Board Are "independent directors" within the meaning of the Nasdaq Listing Rules, and all directors who
sit on our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee must also be independent directors.

 Board
of Directors Term of Office

 Directors
are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their
successors are elected and qualified.

 Committees
of our Board of Directors

 We
have established an Audit Committee, a Compensation Committee or a Nominating Committee, or any committees performing similar functions.
We have an audit committee that consists of Paul Danner, Jason Monroe and Brenda Simpson, a compensation committee consists of Timothy
Ruemler, Paul Danner, and Jason Monroe, and a nominating committee that consists of Timothy Ruemler, Jason Monroe, and Paul Danner.

 Code
of Business Conduct and Ethics

 We
have a Code of Business Conduct and Ethics (the "Code") which applies to all of our directors, officers and employees. The
full text of our Code will be posted on our website under the Investor Relations section. We intend to disclose future amendments to,
or waivers of, our Code, as and to the extent required by SEC regulations, at the same location on our website identified above or in
public filings. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider
information contained on our website to be part of this prospectus or in deciding whether to purchase our shares of common stock.

 Involvement
in Certain Legal Proceedings

 Our
directors and executive officers have not been involved in any of the following events during the past ten years:

 1.

 any bankruptcy petition
 filed by or against such person or any business of which such person was a general partner or executive officer either at the time
 of the bankruptcy or within two years prior to that time;

 2.

 any conviction in a criminal
 proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 3.

 being subject to any order,
 judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
 enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated
 with any person practicing in banking or securities activities;

 4.

 being found by a court
 of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state
 securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 5.

 being subject of, or a
 party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended
 or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation
 respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection
 with any business entity; or

 6.

 being subject of or party
 to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity
 or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
 with a member.

 Item
11. Executive Compensation

 The
amounts below represent the compensation awarded to or earned by or paid to our named executive officers who had total compensation of at least $100,000 for the years ended December 31, 2023 and 2022.

 Summary
Compensation Table

 Name and
 Principal Position

 Calendar

 Year

 Salary
 or

 Consulting

 $

 Bonus

 $

 Stock

 Awards

 $

 Other

 Payments

 $

 Option

 Awards
 (6)

 $

 Total

 Robert M. Hayes, CEO (1)

 2023

 $

 416,666

 100,000

 -

 $

 272,307

 $

 788,973

 2022

 $

 313,333

 -

 -

 -

 $

 56,124

 $

 369,457

 Alan
 R. Blackman, Former COO and Co- Chairman of the Board (2) terminated effective May 1, 2023

 2023

 $

 106,670

 -

 -

 $

 81,278

 $

 187,948

 2022

 $

 272,669

 $

 250,00-

 37,000

 $

 40,088

 $

 599,757

 Andrew R. Crescenzo,
 CFO (3)

 2023

 $

 225,000

 -

 -

 11,232

 $

 20,629

 $

 258,861

 2022

 $

 146,250

 -

 -

 -

 $

 12,026

 $

 158,276

 (1)

 Mr. Hayes was
 appointed our chief executive officer on September 15, 2021.

 (2)

 Reflects consulting fees
 and/or salary earned, including accrued and unpaid compensation of $91,667 and $ 2022.
 Other 2022 payments represent tax differential payments of $29,000 and expense allowance of $8,000.

 (3)

 Reflects 2022 compensation
 as employee from October 1, 2022 to December 31, 2022 and consulting fees paid by CFO Consulting Partners LLC from January 1, 2022
 to September 30, 2022. Other payments in 2023 reflect reimbursement for medical insurance.

 (4)

 See Note 11 to the audited
 financial statements for assumptions used in valuation.

 Executive
Employment Agreements

 On November 10, 2023, the Company executed an Employment
Agreement with Robert Hayes, its Chief Executive Officer amending the employment letter dated September 6, 2021. The agreement term automatically
renews for successive one-year terms as of the commencement date unless prior written notice by either party within ninety days prior
to end of the current term. The agreement provides for termination of employment and severance benefits under stated conditions and restrictive
covenants. The agreement provides for annual compensation retroactive to June 1, 2023 of $600,000 from $400,000 and a stated increase
with the successful acquisition of InjectEZ and other terms of the acquisition agreement (See Note 5). The agreement provides for bonus
compensation for: (i) closing the Nephron acquisition agreement, (ii) long-term incentives for achieving revenue targets and market caps
for the Company's stock and (iii) other Company achievements. In addition, the agreement provides for benefits and paid time off.

 We
are party to an employment agreement, dated September 9, 2021, with Andrew R. Crescenzo, our chief financial officer. Under the agreement,
we pay Mr. Crescenzo an annual salary of $225,000 and was awarded, a one-time $18,750 incentive payment upon the commencement of the
Agreement. In 2021, Mr. Crescenzo, while serving as the Company's CFO through a consulting arrangement with CFO Consulting Partners
received options to purchase 15,089 shares of common stock at an exercise price of $7.00 per share, vesting over 1 year. In 2022, Mr.
Crescenzo was granted options to purchase 15,000, shares of common stock at an exercise price of $1.21, vesting over 2 years. The agreement
can be terminated by either party for any reason upon 90 days' written notice.

 Compensation
of Directors

 The
following table sets forth compensation we paid to our directors during the year ended December 31, 2023 (excluding compensation under
the Summary Compensation table above).

 Fees
 Earned or Paid in Cash

 Stock
 Awards

 Option
 Awards

 All
 Other Compensation

 Total

 Name

 ($)

 ($)

 ($)

 ($)

 ($)

 Timothy
 J. Ruemler (1)

 30,000

 -

 73,141

 -

 103,141

 Paul
 K. Danner (1,4)

 70,000

 -

 73,141

 -

 143,141

 Dr
 Soren Bo. Christiansen (2)

 48,000

 -

 109,711

 -

 157,711

 Brenda
 Simpson (3)

 24,000

 -

 73,141

 -

 97,141

 Jason
 Monroe (3)

 30,000

 -

 73,141

 -

 103,141

 (1)

 Appointed as Directors
 in September 2021

 (2)

 Served as CEO and Chairman
 of the Board through September 15, 2021. Effective September 16, 2021, served as Co-Chairman of the Board through May1, 2024 and
 then appointed Chairman

 (3)

 Appointed as Directors
 in April 2022

 (4)

 Non-director services performed

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table discloses information regarding outstanding equity awards granted or accrued as of December 31, 2023, for our named executive
officers.

 Option Awards

 Stock Awards

 Name

 Number of
 Securities
 Underlying
 Unexercised Options (#) Vested

 Number of Securities Underlying
 Unexercised Options (#) Unvested

 Option Exercise Price ($)

 Option Expiration Date

 Number of Shares or Units of Stock (#) that Vested

 Market value of Shares or Units of Stock (#) that have not Vested

 154,125

 171,875

 1.37

 1/25/2028

 -

 -

 49,856

 20,144

 1.21

 5/2/2027

 -

 -

 95,238

 19,038

 7.00

 9/9/2026

 -

 -

 Andrew R. Crescenzo

 11,979

 11,290

 1.37

 1/25/2028

 -

 -

 12,075

 2,925

 1.21

 5/2/2027

 -

 -

 7,143

 -

 7.00

 9/30/2026

 -

 -

 14,085

 -

 7.00

 9/30/2026

 -

 -

 15,089

 -

 4.38

 10/1/2025

 -

 -

 Equity
Incentive Plan

 On January 24, 2023, the Company's Board
of Directors initially adopted the 2023 Equity Incentive Plan (the "2023 Plan"), to provide for the issuance of up to
1,400,000 options and/or shares of restricted stock be available for issuance to officers, directors, employees and consultants. The
2023 Plan was subsequently updated to provide for the issuance of up to 3,500,000 options and/or shares of restricted stock. The
2023 Plan was approved by shareholders at the annual meeting.

 On
March 28, 2022, the Company adopted the Sharps Technology, Inc. 2022 Equity Incentive Plan (the "2022 Plan"), pursuant to
which up to an aggregate of 779,000 shares of common stock are available for issuance. Awards under the 2022 Plan may include options
(including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units,
performance share awards, or other equity-based awards, each as defined under the 2022 Plan.

 the year ended December 31, 2023, the Company granted five-year options (the "Options") to purchase a total of:

 a)

 975,000
 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") to its directors, executive
 officers, employees and consultants pursuant to the Company's. 2022 and 2023 Equity Incentive Plans. The Options are exercisable
 at $1.37 per share which was the closing price on January 25, 2023.

 b)

 90,000
 shares of the Company's Common Stock in connection with an employment or consulting agreements at the exercise price, representing
 the closing price on the grant date ranging from $0.82 to $1.30.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth certain information, as of March 28, 2024, with respect to the beneficial ownership of the outstanding common
stock by (i) any holder of more than ten (10%) percent; (ii) each of our executive officers and directors; and (iii) our directors and
executive officers as a group.

 The
table lists applicable percentage ownership based on 15,670,898 shares of common stock outstanding as of March 28, 2024. In addition,
under the rules beneficial ownership include shares of our common stock issuable pursuant to the exercise of stock options and warrants
that are either immediately exercisable or exercisable within 60 days of December 31, 2023. These shares are deemed to be outstanding and
beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person,
but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 We
have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of
securities to persons who possess sole or shared voting power or investment power with respect to those securities. Unless otherwise
indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as
beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed
in the table is c/o Sharps Technology, Inc, 105 Maxess Road, Ste. 124, Melville, New York 11747.

 Name and address of beneficial owner

 Number of shares of common stock beneficially owned

 Percentage of common stock beneficially owned

 Directors and Executive Officers:

 Robert M. Hayes (1)

 423,959

 2.6
 %

 Andrew R. Crescenzo (2)

 77,564

 *

 Dr. Soren Bo Christiansen (3)

 404,599

 2.5
 %

 Paul K. Danner (4)

 96,069

 *

 Timothy J. Ruemler (5)

 1,300,601

 8.2
 %

 Brenda Baird Simpson (6)

 67,497

 *

 Jason Monroe (7)

 70,354

 *

 All Directors and Officers as a Group (7persons)

 2,440,643

 14.5
 %

 *

 Less than 1%.

 (1)

 Represents
 328,077 shares underlying options.

 (2)

 Includes 62,064 shares

 (3)

 Includes 247,457 shares

 (4)

 Includes 96,090 shares

 (5)

 Includes 238,926
 shares underlying options.

 (6)

 Includes 67,497 shares

 (7)

 Includes 67,497 shares

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Other
than as set forth below and compensation arrangements, including employment, there have been no transactions since January 1, 2020, in
which the amount involved in the transaction exceeded or will exceed the lesser of $120,000 or one percent of the average of our total
assets as at the year-end for the last two completed fiscal years, and to which any of our directors, executive officers or beneficial
holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals,
had or will have a direct or indirect material interest.

 As of December 31, 2023 and 2022, accounts payable and accrued liabilities include $32,974 and $105,667, respectively,
payable to officers, and directors of the Company. The amounts are unsecured, non-interest bearing and are due on demand.

 Policies
and Procedures for Related Party Transactions

 Our
related party transactions policy provides that transactions with directors, officers and holders of five percent or more of our voting
securities and their affiliates, each a related party must be approved by our audit committee. Pursuant to this policy, the audit committee
has the primary responsibility for reviewing and approving or disapproving "related party transactions," which are transactions
between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed the lesser of (i) $120,000
or (ii) one percent of the average of our total assets for the last two completed fiscal years, and in which a related person has or
will have a direct or indirect material interest. For purposes of this policy, a related person will be defined as a director, executive
officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most
recently completed year, and their immediate family members.

 In
considering related-person transactions, our audit committee or another independent body of our board of directors will take into account
the relevant available facts and circumstances including, but not limited to:

 the
 risks, costs and benefits to us;

 the
 impact on a director's independence in the event the related person is a director, immediate family member of a director or
 an entity with which a director is affiliated;

 the
 terms of the transaction;

 the
 availability of other sources for comparable services or products; and

 the
 terms available to or from, as the case may be, unrelated third parties under the same or similar circumstances.

 The
audit committee or other independent body of our board of directors will not approve any related party transaction unless it is on the
same basis as an arms' length transaction and approved by a majority of the disinterested directors.

 Item
14. Principal Accounting Fees and Services

 On
December 22, 2023, the Company filed an 8K under Item 4.01 - Change in Registrant's Certified Accountant which provided for:

 1)
 Resignation
 of Previous Independent Registered Accounting Firm

 On
December 22, 2023, Manning Elliott LLP ( " Manning ") resigned as the Company's independent registered public
accounting firm, effective as of that date. In its letter to the Audit Committee of the Company's board of directors, Manning advised
that the current and anticipated operations of the Company did not meet its internal risk tolerance metrics. During the years ended December
31, 2022 and December 31, 2021 and the subsequent interim period through December 22, 2023, Manning noted their were no "disagreements"
(as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304).

 2)
 Appointment
 of New Independent Registered Public Accounting Firm

 a)
On December 20, 2023, the Company's Audit Committee approved the engagement of PKF O'Connor Davies ( " PKF ")
as the Company's new independent registered public accounting firm for the fiscal year ending December 31, 2023, effective immediately.
During the years ended December 31, 2022 and 2021 and through the subsequent interim period as of December 20, 2023, neither the Company,
nor any party on behalf of the Company, consulted with PKF regarding either (a) the application of accounting principles to a specified
transaction, either completed or proposed, or the audit opinion that might be rendered regarding the Company's consolidated financial
statements, and no written report or oral advice was provided to the Company.

 Fees
for services performed by Manning during the years ended December 31, 2023 and 2022:

 31,

 2023

 31,

 2022

 Audit
 fees

 $
 52,500

 $
 124,000

 Audit
 related fees

 26,250

 15,750

 Total

 $
 78,750

 $
 139,750

 Fees
for services performed by PKF during the year ended December 31, 2023:

 2023

 Audit fees

 $
 120,000

 Audit related fees

 -

 Total

 $
 120,000

 Audit
Fees are fees paid by the Company to Manning or PKF for professional services for the audit of the Company's
financial statements included in the Form 10-K and review of financial statements included in the Form 10-Qs, and for services that
are normally provided by the accountants in connection with regulatory filings or engagements. Audit Related Fees were paid by the
Company to Manning for assurance and related services that are reasonably related to the performance of services
relating to registration statements. These services include the accountant providing a consent letter related to the Company's
report filing.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 a)
Financial Statements

 1)

 Financial statements for
 our Company are listed in the index under Item 8 of this document.

 2)

 All financial statement
 schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements
 or notes thereto.

 b)
Exhibits

 Exhibit

 Number

 Description

 1.1

 Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 3.1

 Articles of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 3.2

 Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 3.3

 Bylaws of Registrant (incorporated by reference to Exhibit 3.3 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 5.1

 Legal Opinion of Sichenzia Ross Ference LLP (incorporated by reference to Exhibit 5.1 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.1

 Asset/Share Purchase Agreement, dated June 10, 2020, among the Company, Safegard Medical (Hungary) Ktf, Numan Holding Ltd, Cortrus Services SA and Latitude Investments Limited (incorporated by reference to Exhibit 10.1 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.2

 Amendment No. 1 to Asset/Share Purchase Agreement, dated June 24, 2020 (incorporated by reference to Exhibit 10.2 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.3

 Amendment No. 2 to Asset/Share Purchase Agreement, dated August 27, 2020 (incorporated by reference to Exhibit 10.3 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.4

 Amendment No. 3 to Asset/Share Purchase Agreement, dated October 28, 2020 (incorporated by reference to Exhibit 10.4 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.5

 Amendment No. 4 to Asset/Share Purchase Agreement, dated July 19, 2021 (incorporated by reference to Exhibit 10.5 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.6

 Amendment No. 5 to Asset/Share Purchase Agreement, dated February 28, 2022 (incorporated by reference to Exhibit 10.6 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.7

 Letter, dated September 23, 2021, from Numan Holding Ltd (incorporated by reference to Exhibit 10.7 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.8

 Employment Agreement, dated September 9, 2021, between the Company and Robert Hayes (incorporated by reference to Exhibit 10.8 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.9

 Consulting Agreement between the Company and Alan Blackman (incorporated by reference to Exhibit 10.9 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 Exhibit

 Number

 Description

 10.10

 Amended Consulting Agreement, dated May 28, 2019, between the Company and Barry Berler (incorporated by reference to Exhibit 10.10 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.11

 Royalty Agreement, dated July 11, 2017, between Alan Blackman and Barry Berler (incorporated by reference to Exhibit 10.11 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.12

 Amendment to Royalty Agreement, dated September 4, 2018 (incorporated by reference to Exhibit 10.12 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.13

 Consulting Agreement, dated January 1, 2021, between the Company and Berry Berler (incorporated by reference to Exhibit 10.13 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.14

 Note Purchase Agreement, dated December 14, 2021, among the Company and the purchasers named therein (incorporated by reference to Exhibit 10.14 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.15

 Form of Note (incorporated by reference to Exhibit 10.15 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.16

 Security Agreement among the Company and the secured parties named therein (incorporated by reference to Exhibit 10.16 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.17

 Consent to be named as a director nominee of Jason Monroe (incorporated by reference to Exhibit 10.17 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.18

 Consent to be named as a director nominee of Brenda Baird Simpson (incorporated by reference to Exhibit 10.18 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.19

 Form of Warrant for this offering (incorporated by reference to Exhibit 10.19 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.20

 Form of Pre-Funded Warrant for this offering (incorporated by reference to Exhibit 10.20 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.21

 Form of Warrant Agent Agreement (Pre-Funded Warrants) (incorporated by reference to Exhibit 10.21 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.22

 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.22 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.23

 Plan and Agreement of Merger, dated March 22, 2022, between Sharps Technology, Inc., a Wyoming corporation, and Sharps Technology, Inc., a Nevada corporation (incorporated by reference to Exhibit 10.23 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.24

 Form of Warrant Agent Agreement (Warrants) (incorporated by reference to Exhibit 10.24 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 10.25

 Form of Representative's Warrant (incorporated by reference to Exhibit 10.25 of the Registrant's Registration Statement on Form S-1; No. 333-263715, as amended, originally filed with the Securities and Exchange Commission on March 18, 2022)

 23.1

 Consent of Manning Elliott LLP

 23.2

 Consent of PKF O'Connor Davies LLP

 Exhibit

 Number

 Description

 31.1*

 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

 31.2*

 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

 32.1**

 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350.

 101.INS

 101.SCH

 Schema Document

 101.CAL

 Definition Link

 101.DEF

 Definition Linkbase Document

 101.LAB

 Label Linkbase Document

 101.PRE

 Presentation Linkbase Document

 Cover Page Interactive

 *

 Filed herewith.

 **

 Furnished herewith.

 +

 Indicates management contract or compensatory plan.

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on this 29th day of March 2024.

 SHARPS TECHNOLOGY, INC.

 By:

 /s/

 Chief Executive Officer and Director

 By:

 /s/ Robert
 M. Hayes

 In
accordance with the Exchange Act, this Report has been signed below by the following persons on March 29, 2024 on behalf of the registrant
and in the capacities indicated.

 By:

 /s/

 Chief Executive Officer and Director

 /s/ Robert
 M. Hayes

 Signature

 Title

 Date

 /s/ Robert
 M. Hayes

 Chief Executive Officer and Director

 ( Principal Executive Officer)

 /s/ Andrew
 R. Crescenzo

 Chief Financial Officer

 Andrew R. Crescenzo

 ( Principal Financial and Accounting Officer)

 /s/ Dr.
 Soren Bo Christiansen*

 Chairman

 Dr Soren Bo Christiansen

 /s/ Paul
 K. Danner*

 Paul K. Danner

 /s/ Timothy
 J. Ruemler*

 Timothy J. Ruemler

 * By:

 /s/

 Attorney-in-fact