Sharps Technology Inc美股招股说明书(2026-01-13版)

25,842,514 Shares of Common Stock13,650,001 Shares of Common Stock Underlying Cash Pre-Funded Warrants39,338,650 Shares of Common Stock Underlying Cash Stapled Warrants23,721,157 Shares of Common Stock Underlying Cryptocurrency Pre-Funded Warrants23,875,022 Shares of Common Stock Underlying Cryptocurrency Stapled Warrants6,013,675 Shares of Common Stock Underlying Strategic Advisor Warrants This prospectus relates to the offer and resale by the selling stockholders identified herein, or their permitted transferees (the “SellingStockholders”), of up to of (i) 25,842,514 shares (the “Cash Shares”) of the Company’s common stock, par value $0.0001 per share(the “Common Stock”) issued to the Selling Stockholders, (ii) 13,650,001 shares of Common Stock (the “Cash Pre-Funded WarrantShares”) underlying pre-funded warrants to purchase shares of Common Stock (the “Cash Pre-Funded Warrants”) at an exercise priceof $0.0001 per Cash Pre-Funded Warrant Share, (iii) 39,338,650 shares of Common Stock (the “Cash Stapled Warrant Shares”)underlying stapled warrants to purchase shares of Common Stock (the “Cash Stapled Warrants”) at an exercise price of $9.75 per CashStapled Warrant Share, (iv) 23,721,157 shares of Common Stock (the “Cryptocurrency Pre-Funded Warrant Shares,” and together withthe Cash Pre-Funded Warrant Share, the “Pre-Funded Warrant Shares”) underlying pre-funded warrants to purchase shares of CommonStock (the “Cryptocurrency Pre-Funded Warrants” and together with the Cash Pre-Funded Warrants, the “Pre-Funded Warrants”) at anexerciseprice of$0.0001 per Cryptocurrency Pre-Funded Warrant Share,(v)23,875,022 shares of Common Stock(the“Cryptocurrency Stapled Warrant Shares,” and together with the Cash Stapled Warrant Share, the “Stapled Warrant Shares”)underlying stapled warrants to purchase shares of Common Stock (the “Cryptocurrency Stapled Warrants,” and together with the CashStapled Warrants, the “Stapled Warrants”) at an exercise price of $9.75 per Cryptocurrency Stapled Warrant Share, and (vi) 6,013,675shares of Common Stock (the “Strategic Advisor Warrant Shares,” and together with the Cash Shares, the Pre-Funded Warrant Shares,the Stapled Warrant Shares as the “Shares”) underlying strategic advisor warrants to purchase shares of Common Stock (the “StrategicAdvisor Warrants” and together with the Pre-Funded Warrants and the Stapled Warrants as the “Warrants”) at an exercise price of$0.0001 per Strategic Advisor Warrant Share. The Cash Shares, Cash Pre-Funded Warrants and the Cash Stapled Warrants were issued pursuant to certain securitiespurchase agreements, dated as of August 25, 2025 (the “Cash Securities Purchase Agreements”) by and among Sharps Technology,Inc. (the “Company”) and each purchaser party thereto. The Cryptocurrency Pre-Funded Warrants and the Cryptocurrency StapledWarrants were issued pursuant to certain securities purchase agreements, dated as of August 25, 2025 (the “Cryptocurrency SecuritiesPurchase Agreements”) by and among the Company and each purchaser party thereto. The Strategic Advisor Warrants were issuedpursuant to a strategic advisor agreement, dated August 28, 2025 (the “Strategic Advisor Agreement,” together with the CashSecurities Purchase Agreements and Cryptocurrency Securities Purchase Agreements as the “Agreements,” and the transactioncontemplated by the Agreements, the “Private Placement”). We refer to the Shares and Warrants collectively as the “Securities” in thisprospectus. The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Securities in a numberof different ways and at varying prices. See the “Plan of Distribution” section of this prospectus for more information. We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of sharesby the Selling Stockholders. We will, however, receive up to approximately $616,337,640 in gross proceeds if the Warrants areexercised in full. The Selling Stockholders may offer all or part of the Securities for resale from time to time through public or privatetransactions, at either prevailing market prices or at privately negotiated prices. This prospectus describes the general terms of these securities and the general manner in which these securities will beoffered. You should read this prospectus and the registration statement of which it forms a part before you invest in any securities. Our Common Stock and IPO Warrants are listed on the Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”)under the symbols “STSS” and “STSSW,” respectively. The last reported sale price of our Common Stock and IPO Warrant on January5, 2026 were $2.52 per share and $0.0354 per warrant, respectively. Prospective purchasers of our securities are urged to obtain currentinformation as to the market prices of our securities, where applicable. An investment in the securities offered through this prospectus is speculative and involves a