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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, 2024

 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, 2024 (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 $ 6,541,788, based on the closing price on that date
as reported on the NASDAQ Capital Market.

 As
of March 25, 2025, 16,333,897 shares of the registrant's common stock, par value $.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 an innovative medical device and pharmaceutical packaging company offering patented, best-in-class smart-safety syringe
products to the healthcare industry. The Company's product lines focus on providing ultra-low waste capabilities, that incorporate
syringe technologies that use both passive and active safety features. Sharps also offers products that are designed with specialized
copolymer technology to support the prefillable syringe market segment. 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. ("Safegard") 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. Through this transaction, the Company now owns and operates a 41,000 square foot manufacturing facility in Hungary,
which was previously used for the development and testing of our products. It is now primarily utilized for the manufacture of our safety
syringe products.

 The Securegard and Sologard product
lines continue to be manufactured in Hungary and are actively marketed through the existing agreements detailed below. We believe these
products, which feature ultra-low waste syringes incorporating both passive and active safety mechanisms, along with reuse prevention
features, will provide a competitive advantage over other syringes in the market. The Sharps Securegard and Sologard lines are multi-feature
safety syringes that had previously gained market acceptance prior to Sharps' acquisition of Safegard. Both Safegard and Sologard are
FDA and WHO approved, and Safegard currently holds the European CE Mark. These products remain in the qualification phases with leading
EU and US companies, which could potentially generate initial revenue for the Company in 2025. Recent agreements for both Sologard and
Securegard have been announced, which are expected to contribute to future revenue growth potential in 2025.

 In January of
2025, we completed a $20 million offering that we believe positions Sharps with the working capital needed to expand operations in
Europe by adding advanced machinery, expanding our workforce, and enhancing production capabilities and returns Sharps to being debt
free. Sharps is committed to advancing innovation in the syringe space and we continue to collaborate with both government and
private investment sources in Hungary to increase our manufacturing footprint and meet the escalating demand for Sharps'
Securegard and Sologard syringes. We believe that the demand for our innovative injection solutions is growing rapidly, with injectables continuing
to be the preferred delivery method for therapies in areas like vaccines, biologics, weight loss (GLP-1), ophthalmic and cosmetic
applications, gene therapies, and diabetes and inflammatory disease management.

 In September 2022 and amended in September 22, 2023, Sharps entered into an
agreement to acquire InjectEZ, LLC, a specialty prefillable syringe manufacturing facility based in South Carolina. This agreement was
initiated to support several key areas of the Company's development and growth initiatives through the manufacturing and distribution
of Sharps' advanced prefillable syringes. The agreement was terminated on March 8, 2024, and replaced with a revised agreement for
the manufacturing and distribution of Sharps' products. The leadership team at Sharps continues to engage with the Seller to finalize
manufacturing arrangements in South Carolina, while the Company actively seeks funding partners to expand its U.S. manufacturing capacity.
The Company will continue working to amend the terms of this NPC Agreement and Nephron Agreement, based on the Amended Asset Purchase
Agreement below dated May 20, 2024. (See below)

 On
May 20, 2024, the Company entered into an Amendment to the Asset Purchase
Agreement dated September 22, 2023, with Nephron and Nephron's InjectEZ, LLC, (collectively, the "Seller"). The September
22, 2023 agreement superseded the manufacturing and supply agreement entered into in connection with the NPC Agreement on September 29,
2022, and the Nephron Agreement entered into on September 29, 2022. The Amended Asset Purchase Agreement includes the purchase of certain
assets. In connection with the Asset Purchase agreement, the Company paid a non-refundable deposit of $1M to be held in escrow as a deposit
on the purchase price. The Asset Purchase agreement stipulated that the $1M deposit would be maintained until July 19, 2024, at which
date, if the contemplated transaction was not consummated, through no fault of the Seller, the escrow would be released to the Seller
by the escrow agent. The escrow deposit of $1M was released to the Seller and recorded in Other Expense as a forfeited agreement
cost in the three months ended June 30, 2024. As stated above, The Company and Seller continue to work towards a further amendment of
the Asset Purchase Agreement. The closing of the Asset Purchase Agreement is contingent on obtaining further amendments and the necessary
financing. There can be no assurance that the closing of the asset sale will occur.

 On July 24, 2024, the Company
entered into a Supply Agreement (the "Agreement") with Stericare Solutions, LLC, a Texas limited liability company ("Stericare"),
pursuant to which Stericare agreed to purchase 520 million units of 10ml polypropylene ("PP") Sologard syringes from the Company.
The specific purchase price is confidential, but revenues are expected to exceed $50 million. Under the terms of the Agreement, Stericare
has committed to purchasing 520 million units of 10ml PP Sologard syringes in the following increments: 40 million units in the first
year, and 120 million units each year for the remainder of the Agreement's term. The Agreement has an initial five (5)-year term,
targeted to commence in November 2024 (the "Initial Term"). Upon expiration of the Initial Term, the Agreement will automatically
renew for successive one (1)-year periods (each, a "Renewal Term"), unless either party provides written notice of termination
at least ninety (90) days prior to the end of the Initial Term or any Renewal Term. To date, Sharps has used pilot tooling for initial
material qualifications and concept product approvals. As part of the proceeds from the recent $20 million financing, the Company has
placed orders for advanced production technology for Sologard and will soon begin installation and operational qualification for the next
phase of the project with Stericare.

 In December 2024, Sharps signed
a sales agreement with a prominent European medical supply company serving Poland, Slovakia, and the Czech Republic. The Company began
deliveries for the qualification purposes of Sharps' Securegard safety syringes, manufactured at the Company's facility in
Hungary. Early qualification processes are underway with healthcare groups, and the Company is currently shipping Securegard to across
Europe for qualification approval.

 The proceeds from the 2023 and
2024 fundraising efforts were utilized to further increase production capacity, build inventory, and support working capital requirements.
A portion of the proceeds from the January 2025 offering will be allocated to expanding production capacity in Hungary, including the
purchase of advanced machinery and other facility upgrades. This expansion will facilitate the fulfillment of Securegard and Sologard
orders in connection with recently announced agreements with Stericare and the European distributor.

 Sharps is committed to driving
revenue growth from both the Securegard and Sologard projects in 2025, as well as securing manufacturing capacity for the Company's
next generation polymer-based prefillable syringes. With the recent financing secured,
the Company believes that it is positioned to advance its growth strategy by utilizing new working capital to support essential operating
expenses. Production is currently on track, with the Company preparing for a potential transition to revenue in the second half of 2025,
subject to the successful execution of its plans.

 The Company has delayed the commercialization of the Sharps Provensa
product line. The product's specialized technology requires further design and assembly optimization, which requires further capital
investment and not currently budgeted. At this time Sharps is not able to determine a timeline for further development and 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, safety syringe product lines incorporate both active and passive safety features and have been designed
to address the 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). An 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:

 Sharps has developed an alternative high-quality solution to glass syringes
through the use of inert polymers such as Cyclic Olefin Polymer (COP) and Cyclic Olefin Copolymer (COC), offering a superior alternative
to traditional glass syringe systems. These polymer syringes share many of the same characteristics as current pharmaceutical glass designs,
supporting long-term drug stability and extending shelf life for customers in the pharmaceutical sector. Polymer syringes can also be
customized, reducing the risk of breakage, minimizing dead space, limiting contamination, and supporting the development of custom devices,
including autoinjectors. The product pipeline includes 1mL short, 2.25mL, 5mL, 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. The ability to produce these innovative products using advanced manufacturing techniques provides additional
advantages in quality, performance, and safety when compared to similar glass syringe products. Sharps looks forward to the potential
of introducing this next-generation product line to the market and is currently working to establish US based manufacturing.

 Competitive
Environment

 We anticipate that 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 expect
to compete primarily on the basis of healthcare worker and patient safety, product performance, and quality. We believe our competitive
advantages will include a family of innovative drug delivery systems incorporating both active and passive safety features, as well as
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.

 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 utility patents used in the Sharps Provensa
product that is not currently being commercialized and would require further R&D efforts. Such patents expire between 2035 and
2040. Our issued patents include a design patent (US 743,025) 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-five 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-five 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 $9,296,202 and $9,841,638 for the year ended December 31, 2024 and 2023, respectively. We have not generated any revenue
to date, and we had an accumulated deficit of $34,445,206 as of December 31, 2024. 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 Provensa products or any future product.

 We
may face difficulties or delays in the commercialization of Sharps Provensa or other future products, which could result in our
inability to timely offer such products or services. 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 had no revenues
to date.

 We have recently entered into supply and sales agreements for our Securegard
and Sologard products. Even if we succeed in building inventory and increasing our production capacity, there is no assurance as to the
timing of orders for our 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, ("Medtronic," formerly known as Covidien), 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 products, other than Securgard or Sologard, 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 Authorization 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 utility 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. On October 7, 2024, the Company held a Special Meeting of its stockholders. The Company's stockholders approved
a proposal to authorize the Company's Board in its discretion at any time within one year after stockholder approval is obtained,
to amend the Company's Articles of Incorporation to effect a reverse stock split of shares of the Company's common stock,
at a ratio with a range of 1-for-8 to 1 for 22, with the exact ratio to be determined by the Company's Board. The Board approved
the 1 for 22 reverse stock split on October 7, 2024 which went into effect on October 16, 2024. Nasdaq notified the Company on November
13, 2024 that the Company regained compliance on November 5, 2024 with Listing Rule 5550(a)(2), (the "Bid Price Rule").

 On March 12, 2025, Sharps
Technology, Inc. (the " Company "), was notified by the staff (the " Staff ") of The Nasdaq Stock Market,
LLC (" Nasdaq ") that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule
5550(a)(2) for continued listing on The Nasdaq Capital Market as the bid price of its securities had closed at less than $1.00 per share
over the previous 30 consecutive business days. Normally, a company would be afforded a 180-calendar day period to demonstrate compliance
with the rule. However, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period due to
the fact that the Company has effected a reverse stock split over the prior one-year period or has effected one or more reverse stock
splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.

 The Company's
securities will be delisted from the Nasdaq Capital Market unless the Company requests a hearing and appeals Nasdaq's determination.
Accordingly, the Company filed a hearing request before the deadline which will automatically stay the delisting and suspension
of the Company's securities pending the decision of the Nasdaq Hearings Panel (the " Panel "). At the hearing,
the Company intends to present its views and its plans to regain compliance with the minimum bid price rule to the Panel. There can be
no assurance that the Company will be able to evidence compliance with the minimum bid price rules or any other applicable requirements
for continued listing on The Nasdaq Capital Market prior to the hearing. In the interim, the Company expects its common stock and warrants
will remain listed on Nasdaq under its existing symbols, "STSS" and "STSSW" while it awaits the hearing

 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 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 and after, 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 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.

 Future securities issuances
could result in significant dilution to our stockholders and impair the market price of our common stock.

 Future issuances of shares
of our common stock could depress the market price of our common stock and result in dilution to existing holders of our common stock.
Also, to the extent outstanding options and warrants to purchase our shares of our common stock are exercised or options or other equity-based
awards are issued or become vested, there will be further dilution. The amount of dilution could be substantial depending upon the size
of the issuances or exercises. Furthermore, we may issue additional equity securities that could have rights senior to those of our common
stock.

 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. In the past year we
have implemented more stringent email monitoring and
contracted with managed services companies in the US and Hungary.

 We face risks from cybersecurity threats that could have a material adverse
effect on our business, financial condition, results of operations, cash flows or reputation. We acknowledge that the risk of cyber incidents
is prevalent in the current threat landscape and that a future cyber incident may occur in the normal course of business. The Company
has not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents that have materially
affected or are reasonably likely to materially affect us, including our operations, business strategy, financial condition, results of
operations, or cash flows. We proactively seek to detect and investigate unauthorized attempts and attacks against IT assets, data, and
services, and to prevent their occurrence and recurrence where practicable; however, potential vulnerabilities to known or unknown threats
will still remain. Further, there is increasing regulation regarding responses to cybersecurity incidents, including reporting to regulators,
investors, and additional stakeholders, which could subject the Company to additional liability and reputational harm. In response to
such risks, we have implemented initiatives such as implementation of the cybersecurity risk assessment process and development of an
incident response plan.

 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, 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.

 On
July 10, 2024, Barry Berler ("Berler"), a co-founder and former Chief Technology Officer of the Company, commenced a
lawsuit in the United States District Court for the Eastern District of New York, Barry Berler v. Sharps Technology, Inc. and Alan
Blackman, Case No. 2:24-cv-04787. In this case, Berler asserts claims for damages of an aggregate of $456,000 for alleged (1)
failure to make full payment of certain monthly payments under his consulting agreement with the Company (the "Consulting
Agreement") in the amount of $52,500, (2) failure to pay a bonus with a target of $216,000 under the Consulting Agreement, (3)
$187,500, representing 50% of the severance payment paid by the Company to Mr. Blackman, the Company's co-founder and former
Chief Operating Officer and Co-Chairman and a declaration and injunctive relief establishing that Berler is the rightful owner of
50% of the Company's Series A Preferred Stock (which preferred stock is no longer outstanding). The Company has accrued for
the claim for aforementioned unpaid monthly consulting fees. The Company believes that Berler's claims are without merit,
intends to defend itself vigorously and has requested dismissal of these claims. In addition, on September 17, 2024, the Company
filed an answer and counterclaims with respect thereto, including for recoupment of certain compensation the Company has previously
paid to Berler. and on February 27, 2025 filed an amended answer and counterclaims against Berler,,Plastomold Industries Ltd.
("Plastomold"), Plasto Design Ltd and Plasto Design Solutions.

 On June l7, 2024, Berler filed
a demand for arbitration and statement of claim under the commercial arbitration rules of the American Arbitration Association ("AAA")
asserting claims for payment of $500,000 plus interest, under the Company's royalty agreement with Berler, as amended, rescission
thereof and reversion to Berler of the intellectual property rights subject thereto. The Company believes that Berler's claims are
without merit and intends to defend itself vigorously in connection with these claims.

 On April 3, 2024, Plastomold
commenced a lawsuit against the Company in the United States District Court for the Eastern District of New York, Plastomold Industries
Ltd v. Sharps Technology, Inc., Case No. 2:24-CV-02580, asserting claims for damages in the amount of $1.762 million for alleged (1) failure
to pay invoices, of which approximately $1 million would relate to a maintenance agreement for units allegedly manufactured and sold using
machinery that was defective and has never successfully produced any saleable products, (2) breach of the implied covenant of good faith
and fair dealing, (3) unjust enrichment, and (4) conversion. Plastomold asserts it provided certain products and services to the Company
for which its invoices were not fully paid. The Company believes that Plastomold's claims are without merit and intends to defend
itself vigorously. On June 3, 2024, the Company filed an answer and affirmative defenses and counterclaim, which counterclaim is for damages
that the Company believes would exceed the claims asserted by Plastomold, based on the insufficiency of Plastomold's services and
the results thereof, including the failure to provide machinery capable of reliably manufacturing the designated products in compliance
with design specifications and functionality requirements, and with respect to which test results failed.

 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 25, 2025 there were 16,333,897 common shares issued and outstanding and approximately 142 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, 2024, we
have used the net proceeds from the IPO for working capital, acquisition of the Hungary facility and capital expenditures.

 On
December 5, 2024, the Company, entered into subscription agreements with certain institutional investors, pursuant to which the Company
agreed to issue and sell to the investors 248,430 shares (the "Shares") of Common Stock, par value $0.0001 per share of the
Company at a price of $1.95 per share for gross proceeds to the Company of $484,438 before deducting placement agent fees and commissions
of $84,671 with net proceeds, after reflecting par value, have been recorded in Additional Paid in Captial of $399,742. The Shares issued
in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company's Form 1-A (the "Offering Statement"),
initially filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the
"Securities Act"), as most recently amended on November 18, 2024, and qualified on December 3, 2024.

 On
May 31 and June 13, 2024, the Company entered into subscription agreements with certain institutional investors, pursuant to which the
Company agreed to issue and sell to the investors 190,773 (pre reverse - 4,197,000) shares (the "Shares") of Common Stock,
par value $0.0001 per share of the Company at a price of $8.36 (pre reverse -$0.38) and received gross proceeds to the Company of $1.6M,
before expenses to the placement agent and other offering expenses of $298,000 with net proceeds, after reflecting par value, have been
recorded in Additional Paid in Capital of $1,296,903. The shares issued in the offering were offered at-the-market under Nasdaq rules
and pursuant to the Company's Form 1-A (the "Offering Statement"), initially filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended on May 21, 2024, and qualified on May 30, 2024.

 On
May 30, 2024, the Company offered warrant inducements (the "Inducement Agreement") to certain warrant holders (the "Warrant
Holders") which references the warrants registered for sale under both the registration statements on Form S-1 (file No. 333-263715)
and/or the registration statement on Form S-1 (File No. 333-275011) (collectively, the "Registration Statements") for up
to a total of 499,932 (pre reverse - 10,998,524) warrants to purchase shares of the Company's common stock, par value $0.0001 per
share. Pursuant to the Inducement Agreement, the exercise price of the existing warrants was reduced from $14.08 (pre reverse -$0.64)
per share to $7.26 (pre reverse -$0.33) per share. In addition, for each warrant that was exercised, as a result of the Inducement Agreement,
the Company agreed to issue the Warrant Holders unregistered warrants with an exercise price of $9.90 (pre reverse - $0.45) per share
("Inducement Warrants"). In the aggregate, 260,799 (pre reverse -5,737,573) warrants were exercised as a result of the Inducement
Agreement and accordingly, 260,799 Inducement Warrants were issued. The Company received gross proceeds of $1.9M before expenses to the
placement agent and other expenses of $285,000. The net proceeds, after reflecting par value, has been recorded in Additional Paid in
Capital of $978,955 and with respect to the Inducement Warrants, a liability under ASC 815 was recorded in the amount of $693,064. Certain
outstanding warrants, with an exercise price of $14.08 (pre reverse -$0.64), were reduced to $7.26 (pre reverse -$0.33) based on anti-dilution
terms in the respective warrant agreements.

 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 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 164,478 (pre reverse -3,618,521) shares of common at a purchase price of $14.08 per unit, adjusted to $7.26 (reverse effected)
 at May 30, 2024, based on anti-dilution terms in the warrants and 36,636 (pre reverse -800,000) pre-funded warrants at $14.058 (pre
 reverse -$0.639) per pre-funded warrants. The exercise price of the pre-funded warrants was $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) 117,340 (pre reverse -
 2,581,479) PIPE Shares (or PIPE Pre-Funded Warrants in lieu thereof) and (ii) PIPE Warrants (non-trading) to purchase 397,727 (pre
 reverse -8,750,003) shares of our common stock, at a combined purchase price of $23.63 (pre reverse - $1.074) per unit or $23.606
 (pre reverse - $1.073) per pre-funded unit. The PIPE Warrants had a term of five and one-half (5.5) years from the issuance date and
 were exercisable for one share of common stock at an exercise price, after effect of the October 2024 reverse split, of $14.08
 adjusted to $7.26 at May 30, 2024, based on anti-dilution terms in the warrants. See Note 8(a) Warrants below for further
 adjustment. 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. The PIPE
 Warrants were fully exercised in 2024. (See Note 10).

 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 102,206 (pre reverse - 2,248,521) units at a purchase
price of $37.18 (pre reverse - $1.69) per unit. Each unit consisted of one share of common stock and one non-tradable warrant ("Offering
Warrants") exercisable for one share of common stock at a price, after effect of the October 2024 reverse split, of $34.32, adjusted
to $14.08 at September 29, 2023 and to $7.26 at May 30, 2024, based on anti-dilution terms in the warrants and a term of five years. See
Note 8(a) for further adjustment. The Offering 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 and on April 14, 2023, an Amendment to the S-1 was filed
and went effective. (See Note 10)

 The proceeds from Offerings in 2024 and 2023 were used to support working
capital, capital expenditures and production of inventory.

 Recent
Sales of Unregistered Securities

 On December 5, 2024, Sharps Technology, Inc., a
Nevada corporation (the "Company"), entered into subscription agreements with certain institutional investors, pursuant to
which the Company agreed to issue and sell to the investors 248,430 shares (the "Shares") of Common Stock, par value $0.0001
per share of the Company at a price of $1.95 per share for gross proceeds to the Company of $484,438 before deducting placement agent
fees and commissions.

 The Shares to be issued in the offering were offered
at-the-market under Nasdaq rules and pursuant to the Company's Form 1-A (the "Offering Statement"), initially filed
by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities
Act"), as most recently amended on November 18, 2024, and qualified on December 3, 2024.

 On September 20, 2024, Sharps Technology, Inc.,
(the "Company") entered into a securities purchase agreement (the, initially filed by the Company with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933 (the "Securities Act"), as most recently amended on November 18,
2024, and qualified on December 3, 2024. "Securities Purchase Agreement") and Senior
Secured Note (the "Note") for an aggregate principal amount of $4,375,000.00, with certain purchasers (the "Purchasers"),
for the issuance of approximately 5,700,006 unregistered shares of the Company's Common Stock or pre-funded warrants (the "Pre-Funded
Warrants") in lieu of shares of Common Stock. The Pre-Funded Warrants will be immediately exercisable, at an exercise price of $0.0001,
subject to registration, and may be exercised at any time until exercised in full. For each Pre-Funded Warrant sold in the offering, the
number of shares of Common Stock in the offering will be decreased on a one-for-one basis. The aggregate gross proceeds to the Company
were approximately $3.5 million, before deducting fees to the placement agent and other offering expenses payable by the Company.

 On May 31 and June 13, 2024, Sharps Technology, Inc., a Nevada corporation
(the "Company"), entered into subscription agreements with certain institutional investors, pursuant to which the Company
agreed to issue and sell to the investors 190,773 shares (the "Shares") of Common Stock, par value $0.0001 per share of the
Company at a price of $0.38 per share and received net proceeds to the Company of $1,297,000. The Shares issued in the offering were offered
at-the-market under Nasdaq rules and pursuant to the Company's Form 1-A (the "Offering Statement"), initially filed
by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities
Act"), on May 21, 2024, and qualified on May 30, 2024.

 The Shares to be issued in the offering were offered
at-the-market under Nasdaq rules and pursuant to the Company's Form 1-A (the "Offering Statement"), initially filed
by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities
Act"), on May 21, 2024, and qualified on May 30, 2024.

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.

2024, the Company issued 63,409 stock options at exercise prices ranging from $5.89 to $6.27.

2023, the Company issued 48,409 stock options at exercise prices ranging from $18.04 to $30.14.

 The
above disclosures have been effected for the reverse stock split that was effective on October 16, 2024.

 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, 2024 and 2023. 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, 2024 and 2023. 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 $9,296,202 and $9,841,638 for the years ended December 31, 2024 and 2023,
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.

 To remain competitive, we must build inventory. We began this process in
the 4 th Quarter of 2022. To secure orders we require commercial quantities of inventory with delivery expected shortly after
ordwer are.

and Development

 Research 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
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

 Offering

 On
January 29, 2025, the Company closed on an offering the ("2025 Offering") and received gross proceeds of approximately $20.0
million, before deducting underwriting fees and other offering expenses payable by the Company. The net proceeds were approximately $18.2M,
of which $4.2M was used to repay the outstanding Notes.

 The
2025 Offering consisted of 14,285,714 units consisting of 9,029,814 Common Units with gross proceeds of $12.6M and 5,255,900 Pre-Funded
Units with gross proceeds of $7.4M, with each unit consisting of one share of Common Stock. In addition, each unit includes; (i) one
Series A Registered Common Warrant to purchase one share of Common Stock per warrant at an exercise price of $1.75 ("2025 Series
A Warrant") and (ii) one Series B Registered Common Warrant to purchase one share of Common Stock per warrant at an exercise price
of $1.75 or pursuant to an alternative cashless exercise option ("2025 Series B Warrant"), collectively, the 2025 Warrants.
The public offering price per Common Unit was $1.40 or $1.3999 for each Pre-Funded Unit, which is equal to the public offering price
per Common Unit sold in the offering minus an exercise price of $0.0001 per Pre-Funded Warrant. The Pre-Funded Warrants are immediately
exercisable and may be exercised at any time until exercised in full. Immediately after closing 4,980,900 of the Pre-funded units were
exercised and the Company received $498 in proceeds. The 2025 Series A Warrants are exercisable immediately and expire 60 months after
stockholder approval. The number of securities issuable under the 2025 Series A Warrants is subject to adjustment. The 2025 Series B
Warrants are exercisable immediately and expire 30 months after stockholder approval. The number of securities issuable under the 2025
Series B Warrants is subject to adjustment.

 The
Company granted Aegis Capital Corp. ("Aegis") an overallotment, being a 45-day option to purchase additional shares of Common
Stock and/or Warrants of (i) up to 15.0% of the number of shares of Common Stock sold in the offering, (ii) up to 15.0% of the number
of 2025 Series A Warrants sold in the offering and (iii) up to 15.0% of the number of 2025 Series B Warrants sold in the offering. The
purchase price per additional share of Common Stock is equal to the public offering price of one Common Unit (less $0.00001 allocated
to each full Warrant), less the underwriting discount. The purchase price per additional 2025 Warrant is $0.00001. On January 29, 2025,
Aegis exercised its over-allotment option with respect to 2,142,857, 2025 Series A Warrants and 2,142,857, 2025 Series B Warrants and
the Company received net proceeds of approximately $43.

 The
2025 Offering was made pursuant to an effective registration statement on Form S-1 (No. 333-284237) previously filed with the U.S. Securities
and Exchange Commission (SEC) and declared effective by the SEC on January 27, 2025.

 Regulation
A Offering

 On
December 5, 2024, the Company, entered into subscription agreements with certain institutional investors, pursuant to which the Company
agreed to issue and sell to the investors 248,430 shares (the "Shares") of Common Stock, par value $0.0001 per share of the
Company at a price of $1.95 per share for gross proceeds to the Company of $484,438 before deducting placement agent fees and commissions
of $84,671 with net proceeds, after reflecting par value, have been recorded in Additional Paid in Captial of $399,742. The Shares issued
in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company's Form 1-A (the "Offering Statement"),
initially filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the
"Securities Act"), as most recently amended on November 18, 2024, and qualified on December 3, 2024.

 Private
Placement

 On
September 20, 2024, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") and a
Senior Secured Note (the "Note") for an aggregate principal amount of $4,375,000, including OID interest of $875,000 maturing
on January 31, 2025, with certain purchasers (the "Purchasers"), and the issuance of approximately 259,091 (pre reverse -
5,700,006) unregistered shares of the Company's Common Stock. The aggregate gross proceeds to the Company were approximately $3.5
million, before deducting fees to the placement agent and other offering expenses payable by the Company of $514,700 and an escrow deposit
of $250,000 required until certain security liens are filed. The Note and the common stock were recorded at the relative fair values
of $2.6M and $852,000, respectively, in accordance with ASC 470-20-25-2. The aforementioned expenses were allocated based on the aforementioned
fair values as a reduction to the carrying amount of the debt and a reduction of the equity in accordance with ASC 505-10. For the year
ended December 31, 2024, the Company recorded accreted interest and fees of 1,705,014 In connection
with the Securities Purchase Agreement and Note, the Company entered into a Registration Rights Agreement with the Purchasers (the "Registration
Rights Agreement"), requiring the Company to file a resale registration statement (the "Registration Statement") with
the U.S. Securities and Exchange Commission (the "Commission") to register the unregistered shares of Common Stock. within
forty-five (45) calendar days following the filing date, which is thirty (30) days after the closing date. The Company filed the required
resale registration statement on October 23, 2024.

 Distribution
Agreement

 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.. The Agreement was 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. On February 5, 2025, the
parties reassessed the Agreement and mutually agreed to terminate the Agreement. The Company obtained no economic benefit with the Agreement
and has other distribution efforts. The Company incurred no liability on terminationof the Agreement.

 Nasdaq
Compliance

 On
March 12, 2025, the Company received a notification letter from The Nasdaq Stock Market advising that, for 30 consecutive business days
preceding the notification letter, the Company did not meet the minimum $1.00 per share bid price requirement for continued inclusion
on The Nasdaq Capital Market pursuant to Nasdaq Marketplace Listing Rule 5550(a)(2). Normally, a company would be afforded a 180-calendar
day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to Listing Rule 5810(c)(3)(A)(iv) the
Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) because the Company has effected a reverse stock split
over the prior one-year period or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio
of 250 shares or more to one. Accordingly, the Company's securities are subject to delisting from Nasdaq. The Company timely requested
an appeal of the determination and is awaiting the notice of the hearing date.

 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 medical device company that has designed and patented various
safety syringes and has note safety syringe products that were acquired 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)

 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.

 Segment
Reporting

 The
Company operates as one operating segment. The Company's chief operating decision maker ("CODM") is its Chief Executive
Officer and Chief Financial Officer. The CODM manages operations and business as one operating segment for the purposes of allocating
resources, making operating decisions and evaluating financial performance.

 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, 2024
and 2023, 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, 2024 and 2023, 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.

 Stock-based
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.

 Stock-based
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, 2024, 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 (See Notes 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 in 2023 153,703 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, 2024, there were 852,994 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, 2024 and, 2023.

 December 31, 2024

 December 31, 2023

 Change

 Change %

 Research and development

 $
 2,471,762

 $
 1,605,547

 $
 866,215

 %

 General and administrative

 7,154,948

 8,521,103

 (1,366,155
)

 -16
 %

 Net Interest expense (income)

 1,664,712

 (138,118
)

 1,802,830

 -1,305
 %

 FMV gain adjustment for derivatives

 (3,016,936
)

 (169,583
)

 (2,847,353
)

 1,679
 %

 Foreign currency Loss

 41,825

 44,463

 (2,638
)

 -6
 %

 Other Expense

 1,009,891

 8,226

 1,001,665

 12,177
 %

 Deferred Tax (Benefit)

)

 (30,000
)

 %

 Net loss

 $
 9,296,202

 $
 9,841,638

 $
 (545,436
)

 -6
 %

 Revenue

 The
Company has not generated any revenue to date.

and Development

 For
the year ended December 31, 2024, Research and Development ("R&D") expenses increased decreased to $2,471,762 compared to
$1,605,547 for the year ended December 31, 2023. The increase of $866,215 was due to a) an increase in asset machinery impairments in 2024 of $1,210,000, representing
an impairment of machinery of $1,770,000 in 2024 as compared to an asset impairment of $560,000 in 2023 b) lower depreciation expense
of $178,100 and d.) lower R&D labor, consulting and materials of $165,600 given the shift from R&D activities to manufacturing.

 General
and Administrative

 For the year ended December 31, 2024, General and Administrative ("G&A")
expenses were $7,154,948 as compared to $8,521,103 for the year ended December 31, 2023. The decrease of $1,366,155 was primarily attributable
to a decrease of $187,100 in payroll and related of: i) payroll and consulting fees higher by $245,100 from $3,163,400 in 2023 to $3,408,500
in 2024, primarily due to increased amounts of payroll associated with higher average staffing levels throughout the year
and higher usage of various consulting services offset by ii) a decrease in stock compensation expense, due to timing of option awards
and vesting, of approximately $433,000 from $950,000 in 2023 to $517,000 in 2024. All other G&A expenses decreased $1,179,000 primarily
due to; lower marketing, public company and investor relation costs ($549,900), a settlement in 2023 for ($375,000), lower travel ($105,000),
lower insurance costs ($117,500), lower rent ($36,800), lower computer costs ($21,600), lower professional fees ($11,000), lower general
operating costs ($74,400), lower patent fees ($9,700), partially offset by higher board costs ($52,000) and depreciation ($69,900).

 Net Interest
expense (income)

 Net Interest expense,
was $1,664,712 for the year ended December 31, 2024, compared to interest income of $138,118 for the year ended December 31, 2023. Net
Interest changed, by $1,802,829 due to a) interest earned on invested cash in 2024 of $40,303 as compared to $138,118 in 2023 b) higher
interest expense of $1,705,014 for the accreted interest
on the debt financing that originated in the third quarter of 2024.

 Other

 Other expenses increased $1,001,665 primarily due to a forfeiture of a
$1M escrow deposit associated with an asset acquisition agreement that was terminated due to delay in obtaining financing.

 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 Consolidated Statement of Operations.
For the years ended December 31, 2024, and 2023 the Company recorded a FMV gain adjustment of $3,016,936 and $169,583, respectively to reflect the decrease in the Note Warrants and Warrants liabilities outstanding. (See Notes 7, 8 and 10 to the
Consolidated Financial Statements)

 Liquidity
and Capital Resources

 At
December 31, 2024, and 2023, we had a cash balance of $864,041 and $3,012,908, respectively. The Company has a working capital
deficit of $2,011,678 as of December 31, 2024, as compared to working capital of $1,145,569, as of December 31, 2023. The decrease
in our working capital, after net proceeds from offerings in 2024 of $5,907,407, was primarily related to the use of cash of
$8,092,681 in operations, investing in fixed assets purchased and the $1M forfeited escrow deposit. 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. Subsequent to December 31, 2024, the Company closed an Offering and received net proceeds
of $18.2M of which $4.2M was used to repay the short-term Note. The Company intends to finance its future development and
commercialization activities and its working capital needs with the recent offering proceeds and further with 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. See Note 7,8 and 16 to the Consolidated Financial Statements.

 In 2024 and 2023, the Company completed various offerings
and private placements. ("Financings") The proceeds from such Financings was used to fund working capital to build inventory,
fund capital expenditure and operating costs.

 Cash
Flows

 Net
Cash Used in Operating Activities

 The
Company used cash of $6,929,545 and $8,507,300 in operating activities for the year ended December 31, 2024 and 2023, respectively. The change
in cash used was principally due to the Company incurring G&A expenses, increase in inventory partially offset by lower
R&D activities, excluding non-cash items, as described above during year ended December 31, 2024.

 Net
Cash Used in Investing Activities

 For
the year ended December 31, 2024 and 2023, the Company used cash in investing activities of $1,163,137 and $698,277, respectively. In both
years, cash was used to acquire or pay deposits for machinery and equipment of $163,137 and $698,277 respectively. In 2024, the Company incurred a $1,000,000 forfeiture cost under an agreement, as described in other expense above.

 Net
Cash Provided by Financing Activities

 For
the year ended December 31, 2024 and 2023, the Company provided cash from financing activities of $5,907,407 and $8,029,628
respectively. In the 2024 period, the cash provided was from the net proceeds from the Offerings in May and September 2024. In the 2023 period, the cash provided was from the net proceeds from the Offerings in February and September 2023

 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 sheets of Sharps Technology, Inc. (the "Company") as of December 31, 2024
and 2023, and the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows for each
of the two years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for the each of the two years in
the period ended December 31, 2024, 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 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 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 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 financial statements. We believe
that our audits provide a reasonable basis for our opinion.

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

 New
York, New York

 March

 PCAOB
ID No. 127

 *
* * * *

 PKF
O'CONNOR DAVIES LLP 245 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.

 F- 1

BALANCE SHEETS

 2024

 2023

 Assets:

 Current Assets

 Cash

 $

 $

 Tax Receivable - VAT

 102,493

 47,949

 Escrow Deposit ( Note 7)

 250,000

 -

 Prepaid expenses and other current assets

 89,735

 68,559

 Inventories,
 Net ( Note 3)

 1,867,671

 1,709,135

 Current Assets

 3,173,940

 4,838,551

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

 4,035,110

 6,822,142

 Other Assets (Notes 5 and 6)

 104,698

 128,575

 TOTAL ASSETS

 $
 7,313,748

 $
 11,789,268

 Liabilities:

 Current Liabilities

 Accounts
payable

 $
 976,548

 $
 794,107

 Accrued expenses and other

 346,536

 476,090

 Notes Payable, net of discount (Note 7)

 3,763,622

 -

 Warrant liability (Notes 8 and 10)

 Total Current Liabilities

 5,185,619

 3,692,982

 Deferred Tax Liability ( Note 12)

 132,000

 162,000

 Total Liabilities

 5,317,619

 3,854,982

 Commitments and Contingencies (Note 15)

 -

 -

 Subsequent Events (Note 16)

 -

 -

 Stockholders' Equity:

 Preferred stock, $.0001
 par value; 1,000,000 shares authorized;
 0 shares issued and outstanding in 2024
(2023: 1)

 -

 -

 Common stock, $ 0.0001 par value; 500,000,000 shares authorized; 2,048,183 shares issued and outstanding in 2024 (2023: 694,294)

 Additional paid-in capital

 36,417,837

 32,491,409

 Accumulated other comprehensive income

 23,293

 591,812

 Accumulated deficit

 ( 34,445,206
)

 ( 25,149,004
)

 Total Stockholders' Equity

 1,996,129

 7,934,286

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 7,313,748

 $
 11,789,268

 The

 F- 2

STATEMENTS OF OPERATIONS

 2024

 2023

 Revenue, net

 $
 -

 $
 -

 Operating expenses:

 and development, including impairment of $ 1,770,000 and $ 560,000 in 2024 and 2023 respectively (Note 5)

 2,471,762

 1,605,547

 General and administrative

 7,154,948

 8,521,103

 Total operating expenses

 9,626,710

 10,126,650

 Loss from operations

 ( 9,626,710
)

 ( 10,126,650
)

 Other income (expense)

 Interest income (expense)

 ( 1,664,712
)

 138,118

 FMV adjustment on warrants

 3,016,936

 169,583

 Other (expense)

 ( 1,009,891

)

 -

 Foreign currency and other

 ( 41,825
)

 ( 52,689
)

 Net loss Before Provision for Taxes

 $
 ( 9,326,202
)

 $
 ( 9,871,638
)

 Deferred Tax Benefit

 Net Loss

)

)

 Net loss per share, basic and diluted

 $
 ( 7.40
)

 $
 ( 16.61
)

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

 1,256,217

 592,396

 The

 F- 3

STATEMENTS OF COMPREHENSIVE LOSS

 2024

 2023

 Net loss

 $
)

 $
)

 Other comprehensive income:

 Foreign currency translation adjustments

 ( 568,519
)

 377,559

 Comprehensive loss

 $
 ( 9,864,721
)

 $
 ( 9,464,079
)

 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, 2022

 $
 -

 427,610

 $

 $
 -

 $
 24,734,204

 $
 214,253

 $
 ( 15,307,366
)

 $
 9,641,134

 Net loss for the year ended December 31, 2023

 -

 -

)

)

 Share-based compensation charges

 963,023

 963,023

 Shares issued in Offering

 102,206

 2,783,375

 2,783,385

 Shelf Registration Offering – see Note 8

 164,478

 2,457,988

 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

 $
 -

 694,294

 $

 $
 -

 $
 32,491,409

 $
 591,812

 $
 ( 25,149,004
)

 $
 7,934,286

 Balance

 $
 -

 694,294

 $
 -

 $
 32,491,409

 $
 591,812

 $
 ( 25,149,004
)

 $
 7,934,286

 Net loss for the year ended December 31, 2024

 -

 -

)

)

 Net loss

 -

 -

)

)

 Share-based compensation charges

 520,830

 520,830

 Issuance of Common Stock

 259,091

 726,324

 726,350

 Exercise of Pre-Funded Warrants

 153,703

 3,365

 3,380

 Warrant Inducements

 260,799

 978,955

 978,982

 Cancellation of Preferred Share

 ( 1

)

 Registration A Offering

 439,203

 1,696,670

 1,696,714

 Share Round-up from Reverse

 1,958

 -

 -

 -

 Warrant exercise

 239,135

 Foreign currency translation

 ( 568,519
)

 ( 568,519
)

 Balance – December 31, 2024

 $
 -

 2,048,183

 $

 $
 -

 $
 36,417,837

 $
 23,293

 $
 ( 34,445,206
)

 $
 1,996,129

 Balance

 $
 -

 2,048,183

 $

 $
 -

 $
 36,417,837

 $
 23,293

 $
 ( 34,445,206
)

 $
 1,996,129

 The

 F- 5

STATEMENTS OF CASH FLOWS

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

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

 Depreciation and amortization

 773,904

 882,177

 Stock-based compensation

 520,830

 963,023

 Accretion of debt discount

 1,705,014

 -

 FMV adjustment for warrants

 ( 3,016,936
)

 ( 169,583
)

 Fixed asset impairment

 1,770,000

 560,000

 Deferred tax benefit

)

)

 Other Asset Adjustment

 28,200

 -

 IPO issuance costs relating to warrants

 -

 205,112

 Escrow forfeited

 1,000,000

 -

 Foreign exchange (gain)/loss

 41,825

 44,463

 Changes in operating assets:

 Prepaid expenses and other current assets

 ( 87,557
)

 ( 82,169
)

 Inventory

 ( 350,557
)

 ( 1,441,462
)

 Other assets

 -

 ( 12,735
)

 Accounts payable and accrued liabilities

 11,935

 415,512

 Net cash used in operating activities

 ( 6,929,544
)

 ( 8,507,300
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of fixed assets

 ( 138,804
)

 ( 698,277
)

 Other Assets

 ( 24,333
)

 -

 Escrow payment forfeited under agreement

 ( 1,000,000
)

 -

 Net cash used in investing activities

 ( 1,163,137
)

 ( 698,277
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Net proceeds from offerings and warrant exercises

 3,372,449

 8,029,628

 Net proceeds from Debt financing

 2,735,300

 -

 Repayment of Debt

 ( 200,342
)

 -

 Net cash provided by financing activities

 5,907,407

 8,029,628

 Effect of exchange rate changes on cash

 36,407

 17,960

 NET INCREASE (DECREASE) IN CASH

 ( 2,148,867
)

 ( 1,157,989
)

 CASH — BEGINNING OF YEAR

 4,170,897

 CASH — END OF YEAR

 $

 $

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid for interest

 $
 -

 -

 Cash paid for taxes

 -

 -

 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, 2024, the Company used cash in operations
of $ 6,929,544 and has cash of $ 864,041 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, 2024, 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, 2024
and 2023, the Company had no cash equivalents.

 F- 7

 NOTES

 FOR

 Note

 Concentration of Credit Risk

 Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, which is placed
with high-credit-quality financial institutions and at times exceeds federally insured limits. To date, the Company has not experienced
any losses on its deposits of cash.

 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, 2024 and 2023, inventory is comprised of raw materials, components and finished
goods.

 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.

 F- 8

 NOTES

 FOR

 Note

 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 $ 1,770,000 during the year ended December 31, 2024 and $ 560,000 impairment during the year ended December
31, 2023.

 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.

 Stock-based
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.

 Stock-based
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

 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, 2024, 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, 2024 and 2023. 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 in 2023 includes the 153,704 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, 2024,
there were 852,994 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.

 F- 10

 NOTES

 FOR

 Note

 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 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.

 Segment
Reporting

 The
Company operates as one operating segment. The Company's chief operating decision maker ("CODM") is its Chief Executive
Officer and Chief Financial Officer. The CODM manages operations and business as one operating segment for the purposes of allocating
resources, making operating decisions and evaluating financial performance.

 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 when applicable.

 F- 11

 NOTES

 FOR

 Note

 In November 2023, the FASB issued ASU 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands disclosures about a public entity's reportable
segments and requires more enhanced information about a reportable segment's expenses, interim segment profit or loss, and how a
public entity's chief operating decision maker uses reported segment profit or loss information in assessing segment performance
and allocating resources. The standard is effective for annual reporting periods beginning after December 15, 2023, and interim periods
within years beginning after December 15, 2024. The Company adopted the standard.

 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.

 In November 2024, the FASB issued ASU 2024-03, Income Statement –
Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The new guidance requires disaggregated
information about the entity's type of expenses into certain categories. The Company will adopt the new standard in the annual reporting
period beginning after December 15, 2026 and is will evaluate 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.

 Note
3. Inventories

 Inventories,
net consisted of the following at December 31, 2024 and 2023:

 Schedule of Inventories

31,

 2024

31,

 2023

 Raw
 materials

 $

 326,068

 $

 254,461

 Work
 in process

 81,075

 170,464

 Finished
 goods

 1,460,528

 1,284,210

 Total

 $

 1,867,671

 $

 1,709,135

 Note
4. Fixed Assets

 Fixed
asset, net, as of December 31, 2024 and 2023, are summarized as follows:

 Schedule of Fixed
Assets, Net

31,

 2024

31,

 2023

 Land

 $

 227,575

 $

 260,460

 Building

 2,665,117

 3,022,490

 Machinery
 and Equipment

 2,967,512

 4,464,317

 Computer
 Systems and Website & Other

 290,661

 290,661

 Total
 Fixed Assets

 6,150,865

 8,037,928

 Less:
 accumulated depreciation

 ( 2,115,755)

 ( 1,215,786

)

 Fixed
 asset, net

 $

 4,035,110

 $

 6,822,142

 Depreciation
expense of fixed assets for the year ended December 31, 2024 and 2023 was $ 736,381 and $ 876,064, respectively. Substantially, all of the Company's
fixed assets are located at the Company's Hungary location.

 In
the fourth quarter of 2024, the Company recorded, in Research and Development expenses, an asset impairment of $ 1,770,000 relating
to Assembly machines, which were included in Machinery and Equipment, due to a decision to discontinue additional capital to modify certain machinery in development
for current product requirements. 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 not used for current products in production.

 As
of December 31, 2024, the Company has $ 100,000
 in remaining payments for machinery purchased
payment of which is subject to outstanding claims with the supplier (see Note 15), which is included in accounts payable.

 F- 12

 NOTES

 FOR

 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 common stock and options with fair market
values of $ 200,000 and $ 183,135, respectively. 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 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 Assets Acquisition

 Land

 $
 226,000

 Building and affixed assets

 2,648,000

 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.

 F- 13

 NOTES

 FOR

 Note
6. Other Assets

 Other
assets as of December 31, 2024 and 2023 are summarized as follows:

 Schedule of Other Assets

 31,

 31,

 2024

 2023

 Intangibles,
 net

 $

 32,503

 $

 52,513

 Other

 72,195

 76,062

 Total
 Other assets

 $

 104,698

 $

 128,575

 Intangibles
are related to the Asset Acquisition (see Note 5) and consist of an acquired workforce and permits. Amortization for the years ended
December 31, 2024 and 2023 was $ 14,117 and $ 15,184,
respectively. The remaining life of the unamortized intangibles is approximately 2.5 years.

 Note
7. Debt Financing

 On September 20, 2024, the Company entered
into a securities purchase agreement (the "Securities Purchase Agreement") and a Senior Secured Note (the
"Note") for an aggregate principal amount of $ 4,375,000, including OID interest of $ 875,000 maturing on January 31,
2025, with certain purchasers (the "Purchasers"), and the issuance of approximately 259,091 (pre reverse - 5,700,006)
unregistered shares of the Company's Common Stock. The aggregate gross proceeds to the Company were approximately $ 3.5
million, before deducting fees to the placement agent and other offering expenses payable by the Company of $ 514,700 and an escrow
deposit of $ 250,000 required until certain security liens are filed. The Note and the common stock were recorded at the relative
fair values of $ 2.6 M and $ 852,000, respectively, in accordance with ASC 470-20-25-2. The aforementioned expenses were allocated
based on the aforementioned fair values as a reduction to the carrying amount of the debt and a reduction of the equity in
accordance with ASC 505-10. For the year ended December 31, 0, 2024, the Company recorded
accreted interest and fees of 1,705,014 In connection with the Securities Purchase Agreement and Note, the Company entered into a
Registration Rights Agreement with the Purchasers (the "Registration Rights Agreement"), requiring the Company to file a
resale registration statement (the "Registration Statement") with the U.S. Securities and Exchange Commission (the
"Commission") to register the unregistered shares of Common Stock. within forty-five (45) calendar days following the
filing date, which is thirty (30) days after the closing date. The Company filed the required resale registration statement on
October 23, 2024. The Note was repaid upon maturity. (See Note 16)

 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.

 In
July 2024, the shareholders approved the increase of the authorized common stock from 100,000,000 to 500,000,000 which was subsequently
filed as an amendment to the articles of incorporation with the state of Nevada.

 On
October 7, 2024, at a special meeting of shareholders, the shareholders approved a proposal to
authorize Sharps' Board of Directors in its sole and absolute discretion, to file a certificate of amendment (the
"Amendment") to Sharps' amended and restated certificate of incorporation to effect the reverse split at a ratio
to be determined by the Board, not to exceed a 1-for-22 reverse split. A 1 for 22 reverse split was approved by the Board and was
effective October 15, 2024. All share amounts, share prices and earnings per share have been adjusted to reflect the approved
reverse stock split.

 F- 14

 NOTES

 FOR

 Note
8. Stockholders' Equity (continued)

 Common
Stock

 On December 5, 2024, the Company, entered into subscription
agreements with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors 248,430 shares
(the "Shares") of Common Stock, par value $ 0.0001 per share of the Company at a price of $ 1.95 per share for gross proceeds
to the Company of $ 484,438 before deducting placement agent fees and commissions of $ 84,671 with net proceeds, after reflecting par value,
have been recorded in Additional Paid in Capital of $ 399,742. The Shares issued in the offering were offered at-the-market under Nasdaq
rules and pursuant to the Company's Form 1-A (the "Offering Statement"), initially filed by the Company with the Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act"), as most recently
amended on November 18, 2024, and qualified on December 3, 2024.

 On September 23, 2024,
as noted in Note 7, in connection with the Securities Purchase Agreement and Note, the Company issued 259,091
 (pre-reverse – 5,700,006)
shares of unregistered common stock. The shares were subsequently registered by the Company with the Security and Exchange Commission.

 On
May 31 and June 13, 2024, the Company entered into subscription agreements with certain institutional investors, pursuant to which the
Company agreed to issue and sell to the investors 190,773 (pre reverse - 4,197,000) shares (the "Shares") of Common Stock,
par value $ 0.0001 per share of the Company at a price of $ 8.36 (pre reverse -$ 0.38) and received gross proceeds to the Company of $ 1.6 M,
before expenses to the placement agent and other offering expenses of $ 298,000 with net proceeds, after reflecting par value, have been
recorded in Additional Paid in Capital of $ 1,296,903. The shares issued in the offering were offered at-the-market under Nasdaq rules
and pursuant to the Company's Form 1-A (the "Offering Statement"), initially filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended on May 21, 2024, and qualified on May 30, 2024.

 On
May 30, 2024, the Company offered warrant inducements (the "Inducement Agreement") to certain warrant holders (the "Warrant
Holders") which references the warrants registered for sale under both the registration statements on Form S-1 (file No. 333-263715)
and/or the registration statement on Form S-1 (File No. 333-275011) (collectively, the "Registration Statements") for up
to a total of 499,932 (pre reverse - 10,998,524) warrants to purchase shares of the Company's common stock, par value $ 0.0001 per
share. Pursuant to the Inducement Agreement, the exercise price of the existing warrants was reduced from $ 14.08 (pre reverse -$ 0.64)
per share to $ 7.26 (pre reverse -$ 0.33) per share. In addition, for each warrant that was exercised, as a result of the Inducement Agreement,
the Company agreed to issue the Warrant Holders unregistered warrants with an exercise price of $ 9.90 (pre reverse - $ 0.45) per share
("Inducement Warrants"). In the aggregate, 260,799 (pre reverse - 5,737,573) warrants were exercised as a result of the Inducement
Agreement and accordingly, 260,799 Inducement Warrants were issued. The Company received gross proceeds of $ 1.9 M before expenses to the
placement agent and other expenses of $ 285,000. The net proceeds, after reflecting par value, has been recorded in Additional Paid in
Capital of $ 978,955 and with respect to the Inducement Warrants, a liability under ASC 815 was recorded in the amount of $ 693,064. Certain
outstanding warrants, with an exercise price of $ 14.08 (pre reverse -$ 0.64), were reduced to $ 7.26 (pre reverse -$ 0.33) based on anti-dilution
terms in the respective warrant agreements.

 The
Company recorded a fair value charge in 2024 to reflect the modification of the exercise price at the initial inducement date for
the non-trading warrants relating to the February and September 2023 warrants below. (See Note 10)

 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 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 164,478 (pre reverse - 3,618,521) shares of common at a purchase price of $ 14.08 per unit, adjusted to $ 7.26 (reverse
 effected) at May 30, 2024, based on anti-dilution terms in the warrants and 36,636 (pre reverse - 800,000) pre-funded warrants at
 $ 14.058 (pre reverse -$ 0.639) per pre-funded warrants. The exercise price of the pre-funded warrants was $ 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) 117,340 (pre reverse - 2,581,479) PIPE Shares (or PIPE Pre-Funded Warrants in lieu thereof)
and (ii) PIPE Warrants (non-trading) to purchase 397,727 (pre reverse - 8,750,003) shares of our common stock, at a combined purchase price
of $ 23.63 (pre reverse -$ 1.074) per unit or $ 23.606 (pre reverse - $ 1.073) per pre-funded unit. The PIPE Warrants had a term of five and
one-half ( 5.5) years from the issuance date and were exercisable for one share of common stock at an exercise price, after effect of the
October 2024 reverse split, of $ 14.08 adjusted to $ 7.26 at May 30, 2024, based on anti-dilution terms in the warrants. See Note 8(a) Warrants
below for further adjustment. 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 The PIPE Warrants
were fully exercised in 2024. (See Note 10).

 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 102,206 (pre
reverse - 2,248,521) units at a purchase price of $ 37.18 (pre reverse - $ 1.69) per unit. Each unit consisted of one share of common stock
and one non-tradable warrant ("Offering Warrants") exercisable for one share of common stock at a price, after effect of
the October 2024 reverse split, of $ 34.32, adjusted to $ 14.08 at September 29, 2023 and to $ 7.26 at May 30, 2024, based on anti-dilution
terms in the warrants and a term of five years. See Note 8(a) for further adjustment. The Offering 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
and on April 14, 2023, an Amendment to the S-1 was filed and went effective. (See Note 10)

 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 170,454 ( pre reverse - 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 $ 93.50
(pre reverse -$ 4.25) per share, adjusted to and with the effect of reverse split October 2024, $ 34.32 at February 3, 2023 and to $ 14.08
at September 29, 2023 and to $ 7.26 at May 30, 2024, based on anti-dilution terms in the warrants, 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 51,136
( pre reverse - 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)

 Warrants

 a)

 In September 2024, the Company reduced the exercise price of
the 230,091 (pre reverse – 5,260,000) outstanding warrants issued in February 2023 and September 2023 offerings (see below) from
$ 7.26 (pre reverse - $ 0.33) to $ 0.0001. In connection with the reduction in the exercise price the Company recorded a modification charge
of $ 155,703 in the year ended December 31, 2024. As noted below, all the February 2023 and September 2023 warrants are fully exercised.

 b)

 In connection with the Inducement Warrants in the second quarter
of 2024, the Company issued 260,799 (pre reverse - 5,737,573) non-trading Inducement Warrants as noted in Common Stock above. The Inducement
Warrants are classified as a liability based on ASC 815 and require remeasurement at each reporting period. The Inducement Warrants are
recorded at the FMV, computed using the Black Scholes valuation method. and, recorded a FMV gain adjustment of $ 349,243 (See Note 10).

 c)

 In connection with
 one-year advisory services arrangement entered into in April 2023, the Company issued an aggregate of 28,636
 (pre reverse - 630,000)
 warrants over the one-year term, at an exercise price of $ 34.32
 (pre reverse -$ 1.56)
 The warrants have a three-year term and were fully vested on issuance. the Company issued
 6,136 (Pre- reverse – 135,000)
 and
 22,500 (Pre-reverse 495,000)
 warrants during the years ended December 31, 2024 and 2023, respectively, at an exercise price of $ 34.32
 (pre-reverse - $ 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, 2024 and 2023, was, computed using the Black Sholes valuation model was $ 8,590 and $ 42,915 respectively. The assumptions for the year ended December 31,
 2024, were: a) expected volatility – 33.46 %
 to 81.62 %,
 c) risk free rate- 4.2 %
 to 4.25 %
 and d) dividend rate – 0 %.
 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 %.

 d)

 In connection with the
 Private Placement in September 2023, the Company issued 397,727
 (pre-reverse - 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. For the year ended December 31, 2024, the Company recorded
 a FMV gain (loss) adjustment of $ 707,684
 including the modification charge of $( 637,316).
 For the year ended December 31, 2023, the Company recorded a FMV gain (loss) adjustment of $( 51,671),
 The warrants were fully exercised in 2024 (See Note 10).

 e)

 In connection with the Offering in February 2023, the Company
issued 102,206 (pre-reverse - 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. For the year
ended December 31, 2024, the Company recorded FMV gain (loss) adjustments of $ 214,019, including a modification charge of $( 153,640)
referred to in Note 10. During the year ended December 31, 2023, the Company recorded a FMV gain adjustment of $ 221,524. The warrants
are fully exercised in 2024. (See Note 10).

 f)

 In connection with the IPO in April 2022, the Company issued
 340,900 (pre-reverse - 7,500,000) warrants (Trading Warrants) as a component of the Units and 51,136 (pre-reverse- 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. During years ended December 31, 2024 and 2023, the Company
recorded a FMV (loss) gain adjustment of 1,135,728 and $ 0, respectively (See Note 10).

 F- 16

 NOTES

 FOR

 Note
8. Stockholders' Equity (continued)

 g)

 The Company has issued 10,695 (pre-reverse - 235,295) Warrants
("Note Warrants") to the Purchasers of the Notes on April 19, 2022. The Note Warrants have an exercise price of $ 93.50 (
pre-reverse - $ 4.25) and a term of five years During the years ended December 31, 2024 and 2023, the Company recorded a FMV gain of
 30,159 and $ 0, respectively. (See Note 10)

 h)

 The underwriter received 8,523 (pre – reverse- 187,500)
warrants in connection with the IPO for a nominal cost of $ 11,250. The Warrants have an exercise price of $ 117.04 (Pree-reverse -$ 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 entitled the holder to vote on any matters related to the election
of directors. The Series A Preferred Stock had no right to dividends, or distributions in the event of a liquidation and is not convertible into common stock. The two year provision after the IPO that if
the price per share was 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 was not met and no longer in effect as of April 2024.

 In
connection with final settlement with Mr. Blackman on August 2024, the Series A Preferred Stock were cancelled and forfeited without
any further consideration. The Series A Preferred was returned to the status of an authorized but unissued share of preferred stock of
the Company (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, September 2023 and May 2024 offerings, were valued using the Black-Scholes pricing model. The assumptions for the
year ended December 31, 2024 and 2023 were as follows: (See Notes 7 and 8)

of Fair Value of Warrant

 December 31, 2024

 December 31, 2023

 Expected term (years)

 3.37 to 5.99

 4.10 to 5.5

 Expected volatility

 58.78 % to 121.32
 %

 45.30 % to 70.44
 %

 Risk-free interest rate

 3.41 % to 4.56
 %

 3.53 to 4.54
 %

 Dividend rate

 The
Warrant liability at December 31, 2024 and 2023 was as follows:

of Warrant Liability

 2024

 2023

 Trading and Overallotment Warrants

 $
 15,681

 1,121,250

 Note Warrants

 30,588

 Offering Warrants – February 2023

 -

 234,072

 Offering Warrants – September 2023

 -

 1,036,875

 Offering Warrants – May 2024

 82,804

 -

 Total Warrant Liability

 $

 F- 17

 NOTES

 FOR

 Note
10. Warrant Liability (continued)

 The
Warrants outstanding at December 31, 2024 and 2023, reflective of the reverse split that occurred in October 2024, were as follows:

of Warrant Outstanding

 2024

 2023

 Trading and Overallotment Warrants

 400,568

 400,568

 Note Warrants

 10,695

 10,695

 Offering Warrants – February 2023

 -

 102,206

 Offering Warrants – September 2023

 -

 397,727

 Offering Warrants – May 2024

 260,799

 -

 Warrants issued for services arrangement

 28,636

 22,500

 Total Warrants Outstanding

 700,699

 933,696

 For
the years ended December 31, 2024 and 2023 the FMV gain (loss) adjustment, which is reflected in the FMV adjustment on Warrants in the
Consolidated Statements of Operations was $ 3,016,935
and $ 169,583,
respectively.

 Note
11. Stock Options

 On
December 19, 2024, the Company's Shareholders approved and the Board of Directors adopted the 2024 Equity Incentive Plan (the "2024
Plan"), to provide for the issuance of up to 265,000
options and/or shares of restricted stock be
available for issuance to officers, directors, employees and consultants.

 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 63,636
(pre -reverse - 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 159,090 (pre-reverse – 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, 2023 reflects effect of reverse split.

of Stock Options Granted and Outstanding

 2024

 2023

 Options

 Weighted

 Average

 Exercise

 Price

 Options

 Weighted

 Average

 Exercise

 Price

 Outstanding
 at Beginning of year

 109,493

 $

 67.12

 61,733

 $

 96.14

 Granted

 63,409

 6.27

 48,409

 29.70

 Forfeited/cancelled

 ( 20,607

)

 $

 66.27

 ( 649

)

 $

 38.50

 Outstanding
 at end of year

 152,295

 $

 41.87

 109,493

 $

 67.12

 Exercisable
 at end of year

 131,440

 $

 46.60

 85,511

 $

 76.34

 F- 18

 NOTES

 FOR

 Note
11. Stock Options (continued)

 1)

 the year ended December 31, 2024, the Company granted five -year options (the "Options") to purchase a
 total of 63,409 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 2023 Equity Incentive
 Plan. The Options are exercisable at an average price of $ 6.27 per share which was based on the closing price on
 the respective grant dates.

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

 a)

 44,318 (pre-reverse –
 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 $ 30.14 (pre -reverse -$ 1.37) per share which was the closing price on January 25, 2023.

 b)

 4,090 (pre-reverse
 – 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 $ 18.04 to
 $ 28.60,
 reverse effected.

the years ended December 31, 2024 and 2023, the estimated weighted-average grant-date fair value of options granted was $ 6.27 per share
and $ 17.60 per share, respectively. As of December 31, 2024 and 2023, there was $ 134,807 and $ 498,454, respectively, of unrecognized stock-based
compensation related to unvested stock options with a weighted average fair value of $ 10.01 and $ 20.68 per share, respectively, which is
expected to be recognized over a weighted-average period 33 months as of December 31, 2024.

 The
following table summarizes information about options outstanding at December 31, 2024:

of Information About Options Outstanding

 Exercise
 Prices

 Options
 Outstanding

 Aggregate
 Intrinsic Value

 Weighted Average
 Remaining
 Contractual Life

 Options
 Exercisable

 Aggregate
 Intrinsic Value
 on Exercisable

 $
 5.94
to 6.27

 60,710

 -

 3.95

 44,957

 -

 $
 18.04 to 20.24

 1,818

 -

 3.58

 1,818

 -

 $
 26.62 to 30.58

 51,705

 -

 2.79

 51,705

 -

 $
 38.50

 2,468

 -

 1.25

 2,468

 -

 $
 61.60

 6,429

 -

 1.25

 6,429

 -

 $
 96.25

 9,415

 -

.25

 9,415

 -

 $
 154.00

 19,750

 -

 1.00

 19,750

 -

 At
December 31,2024, the stock options outstanding and the options exercisable have exercise prices that exceed the stock market price at
December 31, 2024 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.

 In 2024 and 2023, the Company recognized stock-based
compensation expense of $ 512,240, of which $ 508,899 and $ 3,341 was recorded in general and administrative and research and development
expenses, respectively and $ 920,108, of which $ 906,745 and $ 13,363 was recorded in general and administrative and research and development
expenses, respectively.

 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 for the options
granted during the years ended December 31, 2024 and 2023.

of Fair Value of Stock Option Awards

 2024

 2023

 Expected term (years)

 2.66
 to 3.06

 2.88
 to 3.25

 Expected volatility

 81.15
 % to 83.04 %

 75.40 %
 to 89.93 %

 Risk-free interest rate

 4.71
 % to 4.76 %

 3.71 %
 to 4.27 %

 Dividend rate

 F- 19

 NOTES

 FOR

 Note
11. Stock Options (continued)

 In
2024 and 2023, the Company recognized stock-based compensation expense of $ 512,240, of which $ 508,899 and $ 3,341
was recorded in general and administrative and
research and development expenses, respectively and $ 920,108 of which $ 906,745 and $ 13,363
was recorded in general and administrative and
research and development expenses, respectively.

 Note
12. Income Taxes

 A
reconciliation of the Federal statutory rate of 21 % in the years ended December 31, 2024 and 2023, 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, 2024

 December 31, 2023

 Expected benefit at statutory federal tax rate

 $
 ( 1,958,502
)

 $
 ( 2,073,230
)

 Permanent differences – net

 ( 633,540
)

 ( 35,469
)

 State and local taxes, net of federal tax benefit

 -

 -

 Other

 ( 4,338
)

 ( 24,569
)

 Change in valuation allowance

 2,566,380

 2,103,268

 Income tax expense (benefit)

 $
)

 $
)

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

of Components of Deferred tax Assets

 2024

 2023

 Deferred tax assets (liabilities):

 Fixed assets, net of impairments

 $
 4,529

 $
 ( 281,073
)

 Interest

 35,178

 35,178

 Research and development expenses

 446,811

 400,810

 Stock-based compensation

 1,004,182

 895,509

 Charitable Contributions

 Net operating losses - federal

 6,253,513

 4,456,242

 Net operating losses – state and local

 543,264

 543,264

 Net operating losses - foreign

 345,913

 233,114

 Research credit

 28,985

 28,985

 Less valuation allowance

 ( 8,794,795
)

 ( 6,474,449
)

 Net deferred tax liability

 $
 ( 132,000
)

 $
 ( 162,000
)

 F- 20

 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, 2024, the Company had U.S. federal net operating loss carryforwards of approximately $ 29,779,000 of which $ 241,000, if
not fully utilized, expires by 2038 and which $ 29,538,000 do not expire. The Company has foreign net operating loss carryforwards of
$ 3,845,000, if not fully utilized, expire through 2029. Utilization is dependent on generating sufficient taxable income prior to expiration
of the tax loss carryforwards. Utilization of the U.S. net operating losses may be subject to substantial limitations in the event of
a change of ownership under the provisions of Section 382 of the Internal Revenue Code. The Company has not performed an analysis,
but the potential impact of any limitation would not be material to the financial statements due to the fact that the respective deferred
taxes assets are fully offset by a valuation allowance.

 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

 2024

 2023

 United Stated Operations

 $
 ( 7,495,413
)

 $
 ( 8,173,807
)

 International Operations

 ( 1,830,789
)

 ( 1,697,831
)

 (Loss) Income before taxes

 ( 9,326,202
)

 ( 9,871,638
)

 Note
13. Related Party Transactions and Balances

 As
of December 31, 2024 and 2023, accounts payable and accrued liabilities include $ 99,500 and $ 32,974, 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- 21

 NOTES

 FOR

 Note
14. Fair Value Measurements (continued)

 As
of December 31, 2024, 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

 Level

 Level

 Level

 Total

 Fair
 Value Measurements Using

 Level

 Level

 Level

 Total

 Assets

 Cash

 $

 -

 -

 $

 Total
 assets measured at fair value

 $

 -

 $

 Liabilities

 Warrant
 liability

 $

 -

 -

 $

 Total
 liabilities measured at fair value

 $

 -

 $

 -

 $

 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:

 Level 1

 Level 2

 Level 3

 Total

 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, 2024 and 2023, the remaining amounts due under outstanding
orders of $ 12,166 and $ 56,874, respectively, is recorded in Accounts Payable. At December 31, 2024, the Company had outstanding orders
to purchase equipment, molds and component parts for $ 36,500 of which $ 24,333 is within Other Assets and the balance to be incurred and
paid upon completion.

 F- 22

 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.

 On
July 10, 2024, Barry Berler ("Berler"), a co-founder and former Chief Technology Officer of the Company, commenced a
lawsuit in the United States District Court for the Eastern District of New York, Barry Berler v. Sharps Technology, Inc. and Alan
Blackman, Case No. 2:24-cv-04787. In this case, Berler asserts claims for damages of an aggregate of $ 456,000 for
alleged (1)
failure to make full payment of certain monthly payments under his consulting agreement with the Company (the "Consulting
Agreement") in the amount of $52,500, (2) failure to pay a bonus with a target of $216,000 under the Consulting Agreement, (3)
$187,500, representing 50% of the severance payment paid by the Company to Mr. Blackman, the Company's co-founder and former
Chief Operating Officer and Co-Chairman and a declaration and injunctive relief establishing that Berler is the rightful owner of
50% of the Company's Series A Preferred Stock (which preferred stock is no longer outstanding). The
Company has accrued for the claim for aforementioned unpaid monthly consulting fees. The Company believes that Berler's claims
are without merit, intends to defend itself vigorously and has requested dismissal of these claims and no amounts have been reserved
for the bonus and severance at his point. In addition, on September 17, 2024, the Company filed an answer and counterclaims with
respect thereto, including for recoupment of certain compensation the Company has previously paid to Berler. and on
February 27, 2025 the Company filed an amended answer and counterclaims
against Berler, Plastomold Industries Ltd. ("Plastomold"), Plasto Design Ltd and Plasto Design
Solutions.

 On
June l7, 2024, Berler filed a demand for arbitration and statement of claim under the commercial arbitration rules of the American Arbitration
Association ("AAA") asserting claims for payment of $ 500,000 plus interest, under the Company's royalty agreement with
Berler, as amended, rescission thereof and reversion to Berler of the intellectual property rights subject thereto. The Company believes
that Berler's claims are without merit and intends to defend itself vigorously in connection with these claims.

 On
April 3, 2024, Plastomold commenced a lawsuit against the Company in the United States District Court for the Eastern District of
New York, Plastomold Industries Ltd v. Sharps Technology, Inc., Case No. 2:24-CV-02580, asserting claims for damages in the amount
of $ 1.762
million for alleged (1)
failure to pay invoices, of which approximately $1 million would relate to a maintenance agreement for units allegedly manufactured
and sold using machinery that was defective and has never successfully produced any saleable products, (2) breach of the implied
covenant of good faith and fair dealing, (3) unjust enrichment, and (4) conversion. Plastomold asserts it provided certain products
and services to the Company for which its invoices were not fully paid. The Company believes that Plastomold's claims are
without merit and intends to defend itself vigorously and no amounts have been reserved at this point. On June 3, 2024, the Company filed an answer and affirmative defenses
and counterclaim, which counterclaim is for damages that the Company believes would exceed the claims asserted by Plastomold, based
on the insufficiency of Plastomold's services and the results thereof, including the failure to provide machinery capable of
reliably manufacturing the designated products in compliance with design specifications and functionality requirements, and with
respect to which test results failed.

 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. 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 would be paid severance payments of approximately $ 346,000
plus medical benefits over thirteen months,
which was recorded as an expense and an accrued expense as of June 30, 2023 The severance payments were fully paid by August 31,
2024. At December 31, 2023, the outstanding balance due Mr. Blackman was $ 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 served as Co-Chairman or Board member and had 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 were fully paid, the Series A Preferred Stock were deemed immediately cancelled and
forfeited and without further consideration. The Series A Preferred has been returned to the status of an authorized but unissued
share of preferred stock of the Company.

 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.

 F- 23

 NOTES

 FOR

 Note
15. Commitments and Contingencies (continued)

 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.

 On May 20, 2024, the Company entered into an Amendment to the Asset Purchase Agreement dated September 22, 2023,
with Nephron and Nephron's InjectEZ, LLC, (collectively, the "Seller"). The September 22, 2023 agreement superseded
the manufacturing and supply agreement entered into in connection with the NPC Agreement on September 29, 2022, and the Nephron Agreement
entered into on September 29, 2022. The Amended Asset Purchase Agreement includes the purchase of certain assets. In connection with the
Asset Purchase agreement, the Company paid a non-refundable deposit of $ 1 M to be held in escrow as a deposit on the purchase price. The
Asset Purchase agreement stipulated that the $ 1 M deposit would be maintained until July 19, 2024, at which date, if the contemplated transaction
was not consummated, through no fault of the Seller, the escrow would be released to the Seller by the escrow agent. The escrow deposit
of $ 1,000,000 was released to the Seller and recorded in Other Expense as a forfeited agreement cost in the three months ended June 30,
2024. As stated above, The Company and Seller continue to work towards a further amendment of the Asset Purchase Agreement. The closing
of the Asset Purchase Agreement is contingent on obtaining further amendments and the necessary financing. There can be no assurance that
the closing of the asset sale will occur.

 Note
16. Subsequent Events

 On
January 29, 2025, the Company closed on an offering the ("2025 Offering") and received gross proceeds of approximately
$ 20.0
million, before deducting underwriting fees and other offering expenses payable by the Company. The net proceeds were approximately
$ 18.2 M,
of which $ 4.2 M
was used to repay the outstanding Notes (see Note 7).

 The
2025 Offering consisted of 14,285,714 units consisting of 9,029,814 Common Units with gross proceeds of $ 12.6 M and 5,255,900 Pre-Funded
Units with gross proceeds of $ 7.4 M, with each unit consisting of one share of Common Stock. In addition, each unit includes; (i) one
Series A Registered Common Warrant to purchase one share of Common Stock per warrant at an exercise price of $ 1.75 ("2025 Series
A Warrant") and (ii) one Series B Registered Common Warrant to purchase one share of Common Stock per warrant at an exercise price
of $ 1.75 or pursuant to an alternative cashless exercise option ("2025 Series B Warrant"), collectively, the 2025 Warrants.
The public offering price per Common Unit was $ 1.40 or $ 1.3999 for each Pre-Funded Unit, which is equal to the public offering price
per Common Unit sold in the offering minus an exercise price of $ 0.0001 per Pre-Funded Warrant. The Pre-Funded Warrants are immediately
exercisable and may be exercised at any time until exercised in full. Immediately after closing 4,980,900 of the Pre-funded units were
exercised and the Company received $ 498 in proceeds. The 2025 Series A Warrants are exercisable immediately and expire 60 months after
stockholder approval. The number of securities issuable under the 2025 Series A Warrants is subject to adjustment. The 2025 Series B
Warrants are exercisable immediately and expire 30 months after stockholder approval. The number of securities issuable under the 2025
Series B Warrants is subject to adjustment.

 The
Company granted Aegis Capital Corp. ("Aegis") an overallotment, being a 45-day option to purchase additional shares of Common
Stock and/or Warrants of (i) up to 15.0% of the number of shares of Common Stock sold in the offering, (ii) up to 15.0% of the number
of 2025 Series A Warrants sold in the offering and (iii) up to 15.0% of the number of 2025 Series B Warrants sold in the offering. The
purchase price per additional share of Common Stock is equal to the public offering price of one Common Unit (less $0.00001 allocated
to each full Warrant), less the underwriting discount. The purchase price per additional 2025 Warrant is $0.00001. On January 29, 2025,
Aegis exercised its over-allotment option with respect to 2,142,857, 2025 Series A Warrants and 2,142,857, 2025 Series B Warrants and
the Company received net proceeds of approximately $ 43.

 The
2025 Offering was made pursuant to an effective registration statement on Form S-1 (No. 333-284237) previously filed with the U.S. Securities
and Exchange Commission (SEC) and declared effective by the SEC on January 27, 2025.

 F- 24

 NOTES

 FOR

 Note
17 – Segment Reporting

 The
accounting policies for the segment information are the same as described in Note 2- Summary of Significant Accounting Policies.

 To
date, the Company has not generated any product revenue. The Company expects to continue to incur expenses and operating losses for the
foreseeable future as marketing and sales of its products commence.

 The
CODM assesses the performance of and decides how to allocate resources for the one segment based on Consolidated Net Loss. Further, EBITDA
(earnings before interest, taxes, depreciation and amortization), which is not presented on the face of the Consolidated Statements of
Operations, is used to assist with the measurement of segment performance and allocate resources. The CODM also uses Net Loss and EBITDA,
to decide the level of investment in various operating activities and other capital allocation activities.

 The
measure of segment assets is reported on the Consolidated Balance Sheets as Consolidated Total assets.

 The
following table presents the Company's segment results for the years ended:

of Company's Segment

 December 31, 2024

 December 31, 2023

 Revenue, net

 $
 -

 $
 -

 Expenses

 Research and development – Note A

 318,892

 483,390

 General and administrative – Note B

 6,764,513

 8,200,584

 Depreciation and amortization

 773,904

 882,176

 Asset Impairment

 1,770,000

 560,000

 Interest income (expense)

 1,664,712

 ( 138,118
)

 FMV (gain) adjustment on warrants

 ( 3,016,936
)

 ( 169,583
)

 Other expense

 1,009,891

 -

 Foreign currency and other

 41,825

 ( 52,689
)

 Segment and Consolidated Net loss Before Provision for Taxes

 $
 ( 9,326,202
)

 $
 ( 9,871,638
)

 Deferred Tax Benefit

 Segment and Consolidated Net Loss

)

)

 As of and For Year Ended December 31

 Total Consolidated Assets

 $
 7,313,748

 $
 11,789,268

 Capital Expenditures

 $
 163,137

 $
 698,277

 Notes:
(A)-net of depreciation and amortization and impairments and (B) -net of depreciation and amortization

 F- 25

 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, 2024 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, 2024,
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, 2024 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, 2024 our internal control over
financial reporting was effective as of December 31, 2024. 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

 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

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.

R. Crescenzo

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, 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, 2024 and 2023.

 Summary
Compensation Table

 Name
 and Principal Position

 Calendar

 Year

 Salary
or

 Consulting

 $

 Bonus

 $

 Stock

 Awards

 $

 Other

 Payments

 $

 Option

 Awards
(3)

 $

 Total

 M. Hayes, CEO (1)

 2024

 $

 600,000

 -

 -

 $

 23,790

 $

 624,680

 2023

 $

 416,666

 100,000

 -

 -

 $

 272,307

 $

 788,973

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

 2023

 $

 106,670

 $

 -

 -

 -

 $

 81,278

 $

 187,948

 R. Crescenzo, CFO (2)

 2024

 $

 225,000

 -

 -

 11,040

 $

 15,860

 $

 251,900

 2023

 $

 225,000

 -

 -

 11,232

 $

 20,629

 $

 256,861

 (1)

 Mr.
 Hayes was appointed our chief executive officer on September 15, 2021. Other payments reflect life insurance reimbursed.

 (2)

 Other
payments in 2024 and 2023 reflect reimbursement for medical insurance.

 (3)

 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. 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, 2024 (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)

 -

 11,393

 -

 41,393

 Paul K. Danner (1,4)

 132,000

 -

 37,975

 -

 169,975

 Dr Soren Bo. Christiansen (2)

 48,000

 -

 15,190

 -

 63,190

 Brenda Simpson (3)

 24,000

 -

 11,393

 -

 35,393

 Jason Monroe (3)

 -

 11,393

 -

 41,393

 (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
 May 1, 2024 and then appointed Chairman

 (3)

 Appointed
 as Directors in April 2022

 (4)

 Executive 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, 2024, for our named executive
officers.

 Option
 Awards

 Stock
 Awards

 Name

of

 Securities

 Underlying

 Unexercised
 Options (#) Vested

of Securities Underlying

 Unexercised
 Options (#) Unvested

 Option
 Exercise

Price ($)

 Option
 Expiration Date

 of Shares or Units of Stock (#) that Vested

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

 7,006

 7,812

 30.14

 1/25/2028

 -

 -

 2,266

 26.62

 5/2/2027

 -

 -

 4,329

 154.00

 9/9/2026

 -

 -

 R. Crescenzo

 30.14

 1/25/2028

 -

 -

 26.62

 5/2/2027

 -

 -

 -

 154.00

 9/30/2026

 -

 -

 -

 154.00

 9/30/2026

 -

 -

 -

 96.36

 10/1/2025

 -

 -

 Equity
Incentive Plan

 On November 4, 2024 the Company's Board of
Directors initially adopted the 2024 Equity Incentive Plan (the "2024 Plan"), to provide for the issuance of up to 265,000
options and/or shares of restricted stock be available for issuance to officers, directors, employees and consultants. The 2024 Plan was
approved by shareholders at the annual meeting on December 19, 2024.

 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 63,636 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 159,090 options and/or shares
of restricted stock. The 2023 Plan was approved by shareholders at the annual meeting.

 During the year ended December
31, 2024, the Company granted five-year options (the "Options") to purchase a total of 63,409 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 2023 Equity Incentive Plan. The Options are exercisable at an average price of $6.27 per share which
was based on the closing price on the respective grant dates. During the year ended December 31, 2023, the Company granted five-year
Options to purchase a total of:

 During the year ended December 31, 2024, the Company granted five-year
options (the "Options") to purchase a total of:

 a)

 44,318 shares of the Company's common stock, par value $.0001per
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 $30.14 per share which

 was the closing price on January 25, 2023.

 b)

 4,090 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
$18,04 to $28.60, reverse effected.

 All of the aforementioned
references to options have been effected for the 1 for 22 reverse stock split in October 2024. I

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

 The
following table sets forth certain information, as of March 27, 2025, 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 2 shares of common stock outstanding as of March 25, 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, 2024. 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:

 M. Hayes (1)

 33,133

 1.60

 %

 R. Crescenzo (2)

 6,478

 *

 Dr.
 Soren Bo Christiansen (3)

 26,558

 1.29

 %

 Paul
 K. Danner (4)

 17,208

 *

 Timothy
 J. Ruemler (5)

 64,005

 3.10

 %

 Brenda
 Baird Simpson (6)

 7,955

 *

 Jason
 Monroe (7)

 8,084

 *

 All
 Directors and Officers as a Group

 163,420

 7.62

 %

 *

 Less
 than 1 %.

 (1)

 Represents
 23,774 shares underlying options.

 (2)

 5,773 shares underlying options.

 (3)

 19,416 shares underlying options.

 (4)

 17,208 shares underlying options.

 (5)

 15,747 shares underlying options.

 (6)

 7,955 shares underlying options.

 (7)

 7,955 shares underlying options.

 A
copy of the 2024 Plan was filed as Exhibit 10.36. We have determined beneficial ownership in accordance with the rules of the
SEC. These rules generally attribute

 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, 2024 and 2023, accounts payable and accrued liabilities include $99,500 and $32,974, 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) $104,365 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 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. 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 PKF during the years ended December 31, 2024 and 2023:

 31,
 2024

 31,
 2023

 Audit
 fees

 $
 180,000

 $
 115,240

 Audit
 related fees

 25,650

 Total

 $
 206,650

 $
 11,240

 Fees
for services performed by Manning during the years ended December 31, 2024 and 2023:

31,

 2024

31,

 2023

 Audit
 fees

 $

 -

 $

 52,500

 Audit
 related fees

 16,100

 26,250

 Total

 $

 16,100

 $

 78,750

 Audit
Fees are fees paid by the Company to PKF in 2024 or Manning in 2023 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 in 2024 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

 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

 Certificate of Amendment to Designation, filed on December 28, 2022 (incorporated by reference to 8-K filed on December 28, 2022)

 3.4

 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)

 3.5

 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Registrants Registration Statement on Form S-1; No. 333-284237, originally filed with the Securities and Exchange Commission on January 22, 2025)

 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

 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)

 10.26

 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.36 of the Registrant's Registration Statement on Form S-1; 333-284237, originally filed on January 22, 2025)

 23.1

 Consent of PKF O'Connor Davies LLP

 Exhibit

 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

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 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 27th day of March 2025.

 By:

 /s/
 Robert M. Hayes

 Chief
 Executive Officer and Director

 Signature

 Title

 Date

 /s/
 Robert M. Hayes

 Chief
 Executive Officer and Director

 March

 ( Principal
 Executive Officer)

 /s/
 Andrew R. Crescenzo

 Chief
 Financial Officer

 March

 R. Crescenzo

 ( Principal
 Financial and Accounting Officer)

 /s/
 Dr. Soren Bo Christiansen*

 Chairman

 March

 Dr
 Soren Bo Christiansen

 /s/
 Paul K. Danner*

 March

 Paul
 K. Danner

 /s/ Timothy J. Ruemler*

 March 27, 2025

 Timothy J. Ruemler

 /s/
 Brenda Baird Simpson*

 March

 Brenda Baird Simpson

 /s/ Jason L. Monroe*

 March 27, 2025

 Jason L. Monroe

 *
 By:

 /s/
 Robert M. Hayes

 Attorney-in-fact