As
filed with the Securities and Exchange Commission on August 22, 2023,
Registration
Statement No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Sharps
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
Number) |
105
Maxess Road
Melville,
NY 11747
(631)
574-4436
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert
M. Hayes
Sharps
Technology, Inc.
105
Maxess Road
Melville,
NY 11747
(631)
574-4436
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Arthur
Marcus, Esq.
Sichenzia
Ross Ference LLP
1185
Avenue of the Americas, 31st Floor
New
York, NY 10036
(212)
930-9700
From
time to time after this Registration Statement becomes effective.
(Approximate
date of commencement of proposed sale to the public)
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth 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 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 7(a)(2)(B) of Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor does it
seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED [ ], 2023
PROSPECTUS
$200,000,000
Common
Stock
Preferred
Stock
Warrants
Rights
Units
From
time to time, we may offer and sell up to $200,000,000 in aggregate of the securities described in this prospectus separately
or together in any combination, in one or more classes or series, in amounts, at prices and on terms that we will determine at the time
of the offering.
This
prospectus provides a general description of the securities we may offer. We may provide specific terms of securities to be offered in
one or more supplements to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a
prospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. You should carefully read
this prospectus and the applicable prospectus supplement, together with any documents incorporated by reference herein, before you invest
in our securities.
Our
common stock and warrants are listed on the Nasdaq Capital Market, or Nasdaq, under the symbols “STSS” and “STSSW”,
respectively. On August 18, 2023, the last reported sale price of our common stock was $0.80 per share. The applicable prospectus supplement
will contain information, where applicable, as to the listing of any other securities covered by the prospectus supplement other than
our common stock on Nasdaq or any other securities exchange.
We
will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers,
on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan
of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which
this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment
options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive
from such sale will also be set forth in a prospectus supplement.
As
of August 18, 2023, our public float, which is equal to the aggregate market value of our outstanding voting and non-voting common stock
held by non-affiliates, was approximately $8.9 million, based on 11,655,936 shares of outstanding common stock, of which approximately
9.8 million shares were held by non-affiliates, and a closing sale price of our common stock of $0.80 on that date. Pursuant to General
Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third
of our public float in any 12-month period so long as our public float remains below $75.0 million.
Investing
in any of our securities involves a high degree of risk. Please read carefully the section entitled “Risk Factors” on page
6 of this prospectus, the “Risk Factors” section contained in the applicable prospectus supplement and the information included
and incorporated by reference in this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2023
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration or continuous offering process. Under this shelf registration process, we may, from time to time,
sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of
$200,000,000.
This
prospectus provides a general description of the securities we may offer. We may provide specific terms of securities to be offered in
one or more supplements to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a
prospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. If the information varies
between this prospectus and the accompanying prospectus supplement, you should rely on the information in the accompanying prospectus
supplement.
Before
purchasing any securities, you should carefully read both this prospectus and any prospectus supplement, together with the additional
information described under the heading “Information We Incorporate by Reference.” You should rely only on the information
contained or incorporated by reference in this prospectus, any prospectus supplement and any free writing prospectus prepared by or on
behalf of us or to which we have referred you. Neither we nor any underwriters have authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the
information contained in this prospectus, any prospectus supplement or any free writing prospectus is accurate only as of the date on
its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated
by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since
those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference
is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to
the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under
the heading “Where You Can Find More Information.”
This
prospectus and any applicable prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities
other than the registered securities to which they relate. We are not making offers to sell common stock or any other securities described
in this prospectus in any jurisdiction in which an offer or solicitation is not authorized or in which we are not qualified to do so
or to anyone to whom it is unlawful to make an offer or solicitation.
Unless
otherwise expressly indicated or the context otherwise requires, we use the terms “Sharps Technology, Inc.,” the “Company,”
“we,” “us,” “our” or similar references to refer to Sharps Technology, Inc., and its subsidiaries.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed our registration statement on Form S-3 with the SEC under the Securities Act of 1933, as amended, or the Securities Act. We
also file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to
the public at the SEC’s web site at www.sec.gov. These documents may also be accessed on our website at www.sharpstechnology.com.
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.
This
prospectus and any prospectus supplement are part of a registration statement filed with the SEC and do not contain all of the information
in the registration statement. The full registration statement may be obtained from the SEC or us as indicated above. Other documents
establishing the terms of the offered securities are filed as exhibits to the registration statement or will be filed through an amendment
to our registration statement on Form S-3 or under cover of a Current Report on Form 8-K and incorporated into this prospectus by reference.
INFORMATION
WE INCORPORATE BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered to
be part of this prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into
this document will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this
document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes
the statement. We incorporate by reference in this prospectus the following information (other than, in each case, documents or information
deemed to have been furnished and not filed in accordance with SEC rules):
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our
Quarterly Reports for the first quarter ended March 31, 2023 (filed with the SEC on May 15, 2023), as well as for the second quarter
ended June 30, 2023 (filed with the SEC on August 14, 2023);
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our
Annual Report for the year ended December 31, 2022 (filed with the SEC on March 31, 2023); |
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the
description of our Common Stock in our Registration Statement on Form 8-A filed with the SEC on April 12, 2022, including any amendments or reports filed for the purpose of updating such description. |
We
also incorporate by reference each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, (i) after the date of this prospectus and prior to effectiveness of this registration
statement on Form S-3 and (ii) on or after the date of this prospectus and prior to the termination of the offerings under this prospectus
and any prospectus supplement. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements. We will not, however, incorporate by reference in this prospectus
any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant
to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after the date of this prospectus unless, and except to the extent, specified
in such Current Reports.
We
will provide to each person, including any beneficial owner, to whom a prospectus (or a notice of registration in lieu thereof) is delivered
a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference
as an exhibit to this prospectus) at no cost, upon a request to us by writing or telephoning us at the following address and telephone
number:
Sharps
Technology, Inc.
105
Maxess Road
Melville,
New York 11747
(631)
574-4436
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, including the documents incorporated by reference herein, may contain or incorporate “forward-looking statements”
within the meaning of Section 21E of the Securities Exchange Act of 1934. In this context, these forward-looking statements are based
on current expectations, estimates, and projections about Sharps Technology, Inc.’s industry, management’s beliefs, and certain
assumptions made by management. Forward-looking statements include our expectations regarding product, services, and maintenance revenue,
annual savings associated with the organizational changes effected in prior years, and short- and long-term cash needs. In some cases,
words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “estimates,”
variations of these words, and similar expressions are intended to identify forward-looking statements. The statements are not guarantees
of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual
results may differ materially from those expressed or forecasted in any forward-looking statements. Risks and uncertainties of our business
include those set forth in our Form S-1 (File No. 333-263715) declared effective by the SEC on April 13, 2022, under the heading, “Risk
Factors,” as well as additional risks in our other 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.
OUR
BUSINESS
Sharps
Technology, Inc., is a medical device company that has designed various smart safety syringes, certain of which are patented, and is
seeking to commercialize them. We were incorporated under the laws of the State of Nevada in the first quarter of 2022. Sharps was incorporated
to purchase, develop, and commercialize a body of intellectual property resulting in a family of smart safety syringe products. Sharps
closed the acquisition of this intellectual property in the fourth quarter of 2017. The intellectual property we purchased consisted
of issued patent and patent files, new designs and iterations, samples, regulatory files, manufacturing files, product testing files,
and market research files relating to such safety syringe products.
In
June 2020, we entered into an asset/share purchase agreement with Safegard Medical Kft. And certain other parties, and in August 2020,
October 2020, and July 2021, we entered into amendments to this agreement (as amended, the “Safegard Agreement”). Under the
Safegard Agreement, we received an option to purchase either the stock of Safegard or certain assets of Safegard, including the Securegard
product line of safety syringes and a manufacturing facility in Hungary, registered with the FDA and CE, for the manufacture of safety
syringes, for $2.5 million in cash plus additional consideration of 28,571 shares of common stock and 35,714 stock options with an exercise
price of $7.00 USD. Under the Safegard Agreement, Sharps was granted the right to operate the facility in Hungary at our expense and
continued to do so through the closing date which occurred on July 6, 2022.
Sharps’
smart safety syringe products, which we refer to as Securgard™ and Sharps Provensa™, are ultra-low waste syringes that incorporate
both safety and reuse prevention features, which we believe will provide us a competitive advantage over other syringes. The Sharps Securegard
is a multi-feature safety syringe that had gained market acceptance prior to Sharps’ acquisition but not been marketed or sold
for several years due to a decision by the previous owners to wind down the business. It is both FDA and WHO approved and carries the
European CE Mark. The Sharps Provensa is a patented safety syringe that gained FDA clearance for subcutaneous and intramuscular injections
in June 2006. Both product lines are focused on innovatively addressing the important needs of the global healthcare market in the area
of disposable syringes.
On
September 29, 2022, the Sharps Technology entered into an agreement (the “Nephron Agreement”) with InjectEZ, LLC (“InjectEZ”),
Nephron Pharmaceuticals Corporation (“NPC”), Nephron SC, Inc. (“NSC”), and Nephron Sterile Compounding Center
LLC (“Sterile”) (NPC, NSC, and Sterile are sometimes collectively referred to as “Nephron”), pursuant to which
Sharps will provide technical advice and assistance to support manufacturing by InjectEZ, purchase certain quantities of syringes as
they may order or require, and collaborate with Nephron on certain related business endeavors. The Nephron Agreement is for a period
of four (4) years, expiring on September 28, 2026 and continues thereafter for successive one (1) year periods. The Agreement includes
provisions for collaborations in the areas of Manufacturing and Supply, a Pharma Services Program, and Distribution, as detailed below.
NPC is a West Columbia, S.C.-based company that develops and produces safe, affordable generic inhalation solutions and suspension products.
NPC also operates an industry-leading 503B Outsourcing Facility division, which produces pre-filled sterile syringes, luer-lock vials,
IV bottles and IV bags for hospitals across America, in an effort to alleviate drug shortage needs. NPC launched a CLIA-certified diagnostics
lab in 2020 where it tests people for COVID-19 and administers vaccinations.
Through
the Nephron Agreement, Sharps is entering into a manufacturing and supply agreement with InjectEZ regarding the development and manufacture
of high value pre-fillable syringe systems that can be used by the healthcare industry, pharmaceutical markets and including Nephron
on terms agreed upon by the parties. The Nephron Agreement will allow for the supply of the pre-fillable systems of different sizes and
with specialized technology that will be compatible with industry standards and technology beginning in the third quarter, as recently
advised by Nephron. The Agreement also allows for further expansion of manufacturing capabilities by Sharps Technology working with InjectEZ
to support future industry and customer demand of pre-fillable systems as detailed in the Agreement.
Additionally,
Sharps is entering into a Pharma Services Program (PSP) with Nephron that will create new business development growth opportunities for
both companies. These opportunities will include the development and sale of next generation drug delivery systems that will be produced
by Sharps and can be purchased by the healthcare industry, pharmaceutical markets, as well as by Nephron.
On
December 8, 2022, Sharps entered into a distribution agreement (the “Distribution Agreement”) with Nephron Pharmaceuticals
pursuant to which the Sharps Technology appointed Nephron as its exclusive distributor for the sale and distribution of the products
subject to the Distribution Agreement in and throughout the United States. Pursuant to the Distribution Agreement, the price of shipping
products will be based on the cost of delivery to Nephron’s warehouse and the Company will pay for the cost of delivery to Nephron.
The Distribution Agreement has a term of two years and will continue in effect unless either party notifies the other party of its desire
to terminate. At any time and for any reason, either party can terminate the Distribution Agreement after thirty (30) days’ notice
and in the event of a breach of any of the Distribution Agreement’s terms and provisions, either party can terminate the Distribution
Agreement by providing 90 days written notice. The Company has the right to terminate the Distribution Agreement with 60 days written
notice if certain conditions are met as set forth in the Distribution Agreement.
We
continue to be in discussions with healthcare companies and distributors for sales of our disposable syringe products. We intend to market
these products to the US and foreign governments. In certain situations, we will also look to sell our disposable syringe products to
hospitals and clinician offices as opportunities present themselves.
We
expect that the Sharps Securegard product line will represent our initial disposable syringe platform to be commercially available to
the market. The Securegard platform has an advanced set of features and benefits to support the needs of the market along with a high
level of readiness for manufacturing and the ability to provide large commercial quantities for customers.
There
have been delays in the commercialization of the Sharps Provensa product line. The Provensa product’s combination of specialized
technology has created the need for further optimization related to the final assembly steps for the product. This was identified as
we moved towards commercialization for the product line and the need to generate production quantities to support customer orders. This
type of delay is typical with the development of new technology for the healthcare market to ensure the products are safe and effective
for use every time. We are endeavoring to address all obstacles to advance the commercialization of the Provensa product line as soon
as possible.
Our
principal executive offices are located at 105 Maxess Road, Suite 124, Melville, NY 11747. Our telephone number is (631) 574-4436. We
maintain a website at www.sharpstechnology.com. The information contained on, connected to or that can be accessed via our website is
not part of this prospectus. We have included our website address in this prospectus as an inactive textual reference only and not as
an active hyperlink.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider any risk factors
set forth in the applicable prospectus supplement and the documents incorporated by reference in this prospectus, including the factors
discussed under the heading “Risk Factors” in our Form S-1 (File No. 333-263715) declared effective by the SEC on April 13,
2022, as updated by our subsequent annual, quarterly and other reports and documents that are incorporated by reference into this prospectus.
See “Where You Can Find More Information” and “Information We Incorporate By Reference.” Each of the risks described
in these documents could materially and adversely affect our business, financial condition, results of operations and prospects, and
could result in a partial or complete loss of your investment. Additional risks and uncertainties not presently known to us, or that
we currently deem immaterial, may also adversely affect our business. In addition, past financial performance may not be a reliable indicator
of future performance and historical trends should not be used to anticipate results or trends in future periods.
USE
OF PROCEEDS
We
will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. Unless otherwise specified
in any prospectus supplement, we currently intend to use the net proceeds from the sale of our securities offered under this prospectus
for working capital and general corporate purposes including, but not limited to, capital expenditures, working capital, repayment of
indebtedness, potential acquisitions and other business opportunities. Pending any specific application, we may initially invest funds
in short-term marketable securities or apply them to the reduction of indebtedness.
DESCRIPTION
OF CAPITAL STOCK
The
following information describes the common stock, par value $0.0001 per share of the Company, as well as certain provisions of our restated
articles of incorporation (as amended, our “Articles of Incorporation”) and our amended and restated bylaws (“Bylaws”).
This description is only a summary. You should also refer to our Articles of Incorporation and Bylaws, which have been filed with the
SEC as exhibits to the registration statement of which this prospectus forms a part.
Authorized
and Outstanding Capital Stock
Our
authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred
stock, par value $0.0001 per share. We have designated
one share of preferred stock as Series A Preferred Stock. As of the close of business on July 31,
2023, there were 11,655,936 shares of common stock and 1 share of Series A Preferred stock issued and outstanding.
Common
Stock
Holders
of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do
not have cumulative voting rights. Therefore, holders of a majority of the voting power of our stockholders for the election of directors
can elect all of the directors. Holders of the majority of the voting power of the Company’s stockholders, outstanding and entitled
to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders
of a majority of the voting power of the Company’s stockholders is required to effectuate certain fundamental corporate changes
such as liquidation, merger or an amendment to the Company’s articles of incorporation.
Holders
of our common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available
funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in
all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common
stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no withdrawal provisions applicable
to the Company’s common stock.
Our
common stock is traded on Nasdaq under the symbol “STSS.”
The
transfer agent and registrar for our common stock is VStock Transfer LLC. Its address is 18 Lafayette Place, Woodmere, NY 11598.
Blank
Check Preferred Stock
Our
articles of incorporation authorize the issuance of up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or
more series, subject to any limitations prescribed by law, without further vote or action by the stockholders. Each such series of preferred
stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges
as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences,
conversion rights and preemptive rights.
Series
A Preferred Stock
One
share of our authorized preferred stock has been designated Series A Preferred Stock and is outstanding and held by our former co-chairman
and chief operating officer, Alan Blackman.
The
Series A Preferred Stock entitles the holder to 29.5% of the voting power of the Company’s stockholders with respect to the election
of directors. Further, the Series A Preferred Stock is not convertible to common stock, has no rights to dividends, and has no liquidation
rights.
On
December 22, 2022, the Company filed a Certificate of Amendment to Designation with the Secretary
of State of Nevada to amend the voting rights for the holder of the Company’s Series A Preferred Stock to be entitled to twenty-nine
and one-half percent (29.5%) vote from twenty-five percent (25%) vote. The amendment was provided for in the employment agreement of
the Company’s Chief Operating Officer, Alan Blackman who is the holder of the Series A Preferred Stock.
In
the event the Company is sold during the two-year period following completion of this offering at a price per share of more than 500%
of the initial offering price per Common Unit in this offering, the Series A Preferred Stock, as in effect upon completion of this offering,
will entitle the holder to 10% of the total purchase price. Pursuant to an arrangement with Alan
Blackman effective July 27, 2023, Mr. Blackman has ]granted the board the right to vote such shares during the period that the Company
is making certain payments to him Once, the Company makes the necessary payments, the share of Series A Preferred Stock will be surrendered
for cancellation.
Anti-Takeover
Effects of Nevada Law
Business
Combinations
The
“business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes (“NRS”)
generally prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination” transactions
with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested
stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such
status or the combination is approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative
vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond
the expiration of the two-year period, unless:
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the
combination was approved by the board of directors prior to the person becoming an interested stockholder or the transaction by which
the person first became an interested stockholder was approved by the board of directors before the person became an interested stockholder
or the combination is later approved by a majority of the voting power held by disinterested stockholders; or |
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if
the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid
by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the
transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on
the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or
(c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher. |
A
“combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer,
or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate
market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal
to 5% or more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net
income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested
stockholder.
In
general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within two years,
did own) 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in
control attempts and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders
the opportunity to sell their stock at a price above the prevailing market price.
Control
Share Acquisitions
The
“control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations”
that are Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents,
and that conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances,
from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer
obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more
but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once
an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control
shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions
also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting
power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment
for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.
A
corporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election in its articles
of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person
has acquired a controlling interest, that is, crossing any of the three thresholds described above. We have not opted out of the control
share statutes and will be subject to these statutes if we are an “issuing corporation” as defined in such statutes.
The
effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person,
will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special
meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of our company.
Anti-Takeover
Effects of Our Charter Documents
Provisions
of our restated articles of incorporation, as amended, and amended and restated bylaws, may delay or discourage transactions involving
an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise
receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore,
these provisions could adversely affect the price of our common stock. Among other things, our restated articles of incorporation, as
amended, and amended and restated bylaws:
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permit
our board of directors to issue up to 1,000,000 shares of preferred stock, with any rights, preferences and privileges as they may
designate (including the right to approve an acquisition or other change in our control); |
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provide
that the authorized number of directors may be changed only by resolution of the board of directors; |
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provide
that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative
vote of a majority of directors then in office, even if less than a quorum; and |
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do
not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to
vote in any election of directors to elect all of the directors standing for election, if they should so choose). |
DESCRIPTION
OF WARRANTS
General
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material
terms and provisions of the warrants that we may offer under this prospectus, which consist of warrants to purchase shares of common
stock, and/or preferred stock in one or more series. Warrants may be offered independently or together with shares of common stock, and/or
preferred stock offered by any prospectus supplement and may be attached to or separate from those securities.
While
the terms we have summarized below will generally apply to any future warrants we may offer under this prospectus, we will describe the
particular terms of any warrants that we may offer in more detail in the applicable prospectus supplement. The specific terms of any
warrants may differ from the description provided below as a result of negotiations with third parties in connection with the issuance
of those warrants, as well as for other reasons. Because the terms of any warrants we offer under a prospectus supplement may differ
from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different
from the summary in this prospectus.
We
will issue the warrants under a warrant agreement, which we will enter into with a warrant agent to be selected by us. We use the term
“warrant agreement” to refer to any of these warrant agreements. We use the term “warrant agent” to refer to
the warrant agent under any of these warrant agreements. The warrant agent will act solely as an agent of ours in connection with the
warrants and will not act as an agent for the holders or beneficial owners of the warrants.
We
will incorporate by reference into the registration statement of which this prospectus is a part the form of warrant agreement, including
a form of warrant certificate that describes the terms of the series of warrants we are offering before the issuance of the related series
of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified
in their entirety by reference to, all the provisions of the warrant agreement applicable to a particular series of warrants. We urge
you to read any applicable prospectus supplement related to the warrants that we sell under this prospectus, as well as the complete
warrant agreement that contain the terms of the warrants and defines your rights as a warrant holder.
We
will describe in the applicable prospectus supplement the terms relating to a series of warrants. If warrants for the purchase of shares
of common stock or preferred stock are offered, the prospectus supplement will describe the following terms, to the extent applicable:
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the
offering price and the aggregate number of warrants offered; |
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the
total number of shares that can be purchased if a holder of the warrants exercises them; |
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the
number of warrants being offered with each share of common stock; |
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the
date on and after which the holder of the warrants can transfer them separately from the related shares of common stock or preferred
stock; |
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the
number of shares of common stock or preferred stock that can be purchased if a holder exercises the warrant and the price at which
those shares may be purchased upon exercise, including, if applicable, any provisions for changes to or adjustments in the exercise
price and in the securities or other property receivable upon exercise; |
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the
terms of any rights to redeem or call, or accelerate the expiration of, the warrants; |
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the
date on which the right to exercise the warrants begins and the date on which that right expires; |
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federal
income tax consequences of holding or exercising the warrants; and |
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the warrants. |
Warrants
for the purchase of shares of common stock or preferred stock will be in registered form only.
A
holder of warrant certificates may exchange them for new certificates of different denominations, present them for registration of transfer
and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement.
Until any warrants to purchase shares of common stock or preferred stock are exercised, holders of the warrants will not have any rights
of holders of the underlying shares of common stock or preferred stock, including any rights to receive dividends or to exercise any
voting rights, except to the extent set forth under “Warrant Adjustments” below.
Exercise
of Warrants
Each
holder of a warrant is entitled to purchase the number of shares of common stock or preferred stock, as the case may be, at the exercise
price described in the applicable prospectus supplement. After the close of business on the day when the right to exercise terminates
(or a later date if we extend the time for exercise), unexercised warrants will become void.
A
holder of warrants may exercise them by following the general procedure outlined below:
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deliver
to the warrant agent the payment required by the applicable prospectus supplement to purchase the underlying security; |
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properly
complete and sign the reverse side of the warrant certificate representing the warrants; and |
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deliver
the warrant certificate representing the warrants to the warrant agent within five business days of the warrant agent receiving payment
of the exercise price. |
If
you comply with the procedures described above, your warrants will be considered to have been exercised when the warrant agent receives
payment of the exercise price, subject to the transfer books for the securities issuable upon exercise of the warrant not being closed
on such date. After you have completed those procedures and subject to the foregoing, we will, as soon as practicable, issue and deliver
to you the shares of common stock or preferred stock that you purchased upon exercise. If you exercise fewer than all of the warrants
represented by a warrant certificate, a new warrant certificate will be issued to you for the unexercised amount of warrants. Holders
of warrants will be required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying
securities in connection with the exercise of the warrants.
Amendments
and Supplements to the Warrant Agreements
We
may amend or supplement a warrant agreement without the consent of the holders of the applicable warrants to cure ambiguities in the
warrant agreement, to cure or correct a defective provision in the warrant agreement, or to provide for other matters under the warrant
agreement that we and the warrant agent deem necessary or desirable, so long as, in each case, such amendments or supplements do not
materially adversely affect the interests of the holders of the warrants.
Warrant
Adjustments
Unless
the applicable prospectus supplement states otherwise, the exercise price of, and the number of securities covered by, a warrant for
shares of common stock or preferred stock will be adjusted proportionately if we subdivide or combine our common stock or preferred stock,
as applicable. In addition, unless the prospectus supplement states otherwise, if we, without payment:
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issue
shares of common stock or preferred stock or other securities convertible into or exchangeable for common stock or preferred stock,
or any rights to subscribe for, purchase or otherwise acquire any of the foregoing, as a dividend or distribution to all or substantially
all holders of our common stock or preferred stock; |
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pay
any cash to all or substantially all holders of our common stock or preferred stock, other than a cash dividend paid out of our current
or retained earnings; |
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issue
any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness to all or substantially all holders of our
common stock or preferred stock; or |
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issue
common stock, preferred stock or additional shares or other securities or property to all or substantially all holders of our common
stock or preferred stock by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement; |
then
the holders of common stock warrants or preferred stock warrants will be entitled to receive upon exercise of the warrants, in addition
to the securities otherwise receivable upon exercise of the warrants and without paying any additional consideration, the amount of shares
and other securities and property such holders would have been entitled to receive had they held the common stock or preferred stock
issuable under the warrants on the dates on which holders of those securities received or became entitled to receive such additional
shares and other securities and property.
Except
as stated above, the exercise price and number of securities covered by a warrant for shares of common stock or preferred stock, and
the amounts of other securities or property to be received, if any, upon exercise of those warrants, will not be adjusted or provided
for if we issue those securities or any securities convertible into or exchangeable for those securities, or securities carrying the
right to purchase those securities or securities convertible into or exchangeable for those securities.
Holders
of common stock warrants or preferred stock warrants may have additional rights under the following circumstances:
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certain
reclassifications, capital reorganizations or changes of the common stock or preferred stock; |
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certain
share exchanges, mergers, or similar transactions involving us that result in changes of the common stock or preferred stock; or |
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certain
sales or dispositions to another entity of all or substantially all of our property and assets. |
If
one of the above transactions occurs and holders of our common stock or preferred stock are entitled to receive shares, securities or
other property with respect to or in exchange for their securities, the holders of the common stock warrants or preferred stock warrants
then-outstanding, as applicable, will be entitled to receive upon exercise of their warrants the kind and amount of shares and other
securities or property that they would have received upon the applicable transaction if they had exercised their warrants immediately
before the transaction.
DESCRIPTION
OF RIGHTS
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes the general
features of the rights that we may offer under this prospectus. We may issue rights to our stockholders to purchase shares of our common
stock and/or any of the other securities offered hereby. Each series of rights will be issued under a separate rights agreement to be
entered into between us and a bank or trust company, as rights agent. When we issue rights, we will provide the specific terms of the
rights and the applicable rights agreement in a prospectus supplement. Because the terms of any rights we offer under a prospectus supplement
may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary
is different from the summary in this prospectus. We will incorporate by reference into the registration statement of which this prospectus
is a part the form of rights agreement that describes the terms of the series of rights we are offering before the issuance of the related
series of rights. The applicable prospectus supplement relating to any rights will describe the terms of the offered rights, including,
where applicable, the following:
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the
date for determining the persons entitled to participate in the rights distribution; |
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the
exercise price for the rights; |
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the
aggregate number or amount of underlying securities purchasable upon exercise of the rights; |
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the
number of rights issued to each stockholder and the number of rights outstanding, if any; |
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the
extent to which the rights are transferable; |
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the
date on which the right to exercise the rights will commence and the date on which the right will expire; |
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the
extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; |
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anti-dilution
provisions of the rights, if any; and |
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the
rights. |
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued
in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through
agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as
described in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
We
may issue units comprising two or more securities described in this prospectus in any combination. For example, we might issue units
consisting of a combination of common stock and warrants to purchase common stock. The following description sets forth certain general
terms and provisions of the units that we may offer pursuant to this prospectus. The particular terms of the units and the extent, if
any, to which the general terms and provisions may apply to the units so offered will be described in the applicable prospectus supplement.
Each
unit will be issued so that the holder of the unit also is the holder of each security included in the unit. Thus, the unit will have
the rights and obligations of a holder of each included security. Units will be issued pursuant to the terms of a unit agreement, which
may provide that the securities included in the unit may not be held or transferred separately at any time or at any time before a specified
date. A copy of the forms of the unit agreement and the unit certificate relating to any particular issue of units will be filed with
the SEC each time we issue units, and you should read those documents for provisions that may be important to you. For more information
on how you can obtain copies of the forms of the unit agreement and the related unit certificate, see “Where You Can Find More
Information.”
The
prospectus supplement relating to any particular issuance of units will describe the terms of those units, including, to the extent applicable,
the following:
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● |
the
designation and terms of the units and the securities comprising the units, including whether and under what circumstances those
securities may be held or transferred separately; |
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any
provision for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
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whether
the units will be issued in fully registered or global form. |
PLAN
OF DISTRIBUTION
We
may sell the securities from time to time, by a variety of methods, including the following:
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on
any national securities exchange or quotation service on which our securities may be listed at the time of sale, including Nasdaq; |
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in
the over-the-counter market; |
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in
transactions otherwise than on such exchange or in the over-the-counter market, which may include privately negotiated transactions
and sales directly to one or more purchasers; |
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through
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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through
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
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through
underwriters, broker-dealers, agents, in privately negotiated transactions, or any combination of these methods; |
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through
short sales; |
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through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
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a
combination of any of these methods; or |
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by
any other method permitted pursuant to applicable law. |
The
securities may be distributed from time to time in one or more transactions:
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at
a fixed price or prices, which may be changed; |
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at
market prices prevailing at the time of sale; |
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at
prices related to such prevailing market prices; or |
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at
negotiated prices. |
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers
to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus
supplement.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities
for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell
the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities
Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to
be underwriting discounts and commissions. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or
FINRA, the maximum amount of underwriting compensation, including underwriting discounts and commissions, to be paid in connection with
any offering of securities pursuant to this prospectus may not exceed 8% of the aggregate principal amount of securities offered. We
may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities
Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
The securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons
participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This
may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more
securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making
purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain
the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions
allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization
transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that
which might otherwise prevail in the open market. These transactions may be discontinued at any time.
If
indicated in the applicable prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers
by institutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement,
pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These
purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational
and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered
by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States
to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance
of these contracts.
We
may engage in at-the-market offerings into an existing trading market in accordance with rule 415(a)(4) under the Securities Act. In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the
third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us, or borrowed from us or others to settle those sales or to close out any related
open borrowings of common stock, and may use securities received from us in settlement of those derivatives to close out any related
open borrowings of our common stock. In addition, we may loan or pledge securities to a financial institution or other third party that
in turn may sell the securities using this prospectus and an applicable prospectus supplement. Such financial institution or other third
party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of
the securities offered by this prospectus, and any supplement thereto, will be passed upon by Sichenzia Ross Ference LLP.
EXPERTS
The
consolidated financial statements of Sharps Technology, Inc. for the years ended December 31, 2022, and 2021, appearing in Sharps Technology,
Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, have been audited by Manning Elliott LLP, independent registered
public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such financial
statements are incorporated herein in reliance upon the report of Manning Elliot LLP pertaining to such financial statements given on
the authority of such firm as experts in accounting and auditing.
Sharps
Technology, Inc.
$200,000,000
Common
Stock
Preferred
Stock
Warrants
Rights
Units
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
ITEM
14. |
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION |
The
following table sets forth the estimated costs and expenses, other than underwriting discounts and commissions, payable by us in connection
with the offering of the securities being registered. All the amounts shown are estimates, except for the SEC registration fee.
SEC registration fee | |
$ | 5,510 | |
Printing and duplicating expenses | |
| (1 | ) |
Legal fees and expenses | |
| (1 | ) |
Accounting fees and expenses | |
| (1 | ) |
Transfer agent and trustee fees | |
| (1 | ) |
Miscellaneous expenses | |
| (1 | ) |
Total (2) | |
| (1 | ) |
(1) |
These
fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
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(2) |
Does
not include any fees or expenses in connection with any subsequent underwritten offering and any prospectus supplements prepared
in connection therewith. |
ITEM
15. |
INDEMNIFICATION
OF DIRECTORS AND OFFICERS |
Our
articles of incorporation and bylaws limit the liability of our officers and directors and provide that we will indemnify our officers
and directors, in each case, to the fullest extent permitted by the Nevada Revised Statutes (“NRS”).
NRS
Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses,
including attorneys’ fees, actually and reasonably incurred by him in connection with any defense to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.
NRS
78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in
the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138;
or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS
Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense
or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there
from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS
Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually
liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court
as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
The
indemnification provisions in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary
duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful,
might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we
pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
At
present, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required
or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
A
list of exhibits included as part of this registration statement is set forth in the Exhibit Index and is incorporated herein by reference.
The
undersigned registrant hereby undertakes:
|
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
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(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; provided, however, that clauses (i), (ii)
and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained
in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended, that are incorporated by reference in this registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is a part of this registration statement; |
|
(2) |
That
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; |
|
|
|
|
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering; |
|
(4) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any
such document immediately prior to such effective date; and |
|
|
|
|
(5) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
|
|
(i)
|
any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
|
|
|
|
|
|
(ii) |
any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
|
|
|
|
|
|
(iii) |
the
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
|
|
|
|
|
|
(iv)
|
any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
The
undersigned registrant hereby further undertakes:
|
(1) |
That
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
|
|
|
|
(2) |
That
for purposes of determining any liability under the Securities Act of 1933, (i) the information omitted from the form of prospectus
filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant
pursuant to Rule 424(b)(l) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be a part of the registration statement
as of the time it was declared effective; and (ii) each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and |
|
|
|
|
(3) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Melville, State of New York, on August 22, 2023.
|
SHARPS
TECHNOLOGY, INC. |
|
|
|
|
By: |
/s/
Robert M. Hayes |
|
|
Robert
M. Hayes |
|
|
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert M. Hayes his true
and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for such person and in his name, place and
stead, in any and all capacities, in connection with the Registrant’s Registration Statement on Form S-3 under the Securities Act
of 1933, as amended, or the Securities Act, any and all pre-effective and post-effective amendments to this Registration Statement, and
any Registration Statement filed pursuant to Rule 413 or Rule 462 under the Securities Act, and to file or cause to be filed the same,
with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents,
and each of them singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully and to all intents and purposes as each might or could do in person hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue of this
Power of Attorney.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Robert M. Hayes |
|
Chief
Executive Officer, Director |
|
August 22, 2023
|
Robert
M. Hayes |
|
|
|
|
|
|
|
|
|
/s/
Andrew R. Crescenzo |
|
Chief
Financial Officer |
|
August
22, 2023 |
Andrew
R. Crescenzo |
|
|
|
|
|
|
|
|
|
/s/
Dr. Soren Bo Christiansen |
|
Co-Chairman |
|
August
22, 2023 |
Dr.
Soren Bo Christiansen |
|
|
|
|
|
|
|
|
|
/s/
Paul K. Danner |
|
Director |
|
August
22, 2023 |
Paul
K. Danner |
|
|
|
|
|
|
|
|
|
/s/
Timothy J. Ruemler |
|
Director |
|
August
22, 2023 |
Timothy
J. Ruemler |
|
|
|
|
|
|
|
|
|
/s/
Brenda Baird Simpson |
|
Director |
|
August
22, 2023 |
Brenda
Baird Simpson |
|
|
|
|
|
|
|
|
|
/s/
Jason Monroe |
|
Director |
|
August
22, 2023 |
Jason
Monroe |
|
|
|
|
EXHIBIT
INDEX
(1)
To be filed by amendment or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference,
if applicable.
Exhibit
5.1
August
22, 2023
Sharps
Technology, Inc.
105
Maxess Road, Suite 124
Melville,
NY 11747
Re:
Registration Statement on Form S-3
Ladies
and Gentlemen:
We
have acted as counsel to Sharps Technology, Inc.., a Nevada corporation (the “Company”), in connection with the preparation
of a registration statement on Form S-3 (the “Registration Statement”), filed by the Company with the Securities and Exchange
Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating
to the offer and sale from time to time by the Company of up to a maximum of $200,000,000 aggregate initial offering price of
a presently indeterminate amount of the following securities (each a “Company Security” and collectively, or in any combination,
the “Company Securities”):
(i)
shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”);
(ii)
one or more classes or series of shares of the Company’s preferred stock, $0.0001 par value per share (the “Preferred Stock”);
(iii)
warrants to purchase common stock, preferred stock, other securities or any combination of those securities;
(iv)
subscription rights; and
(v)
units consisting of any combination of the foregoing securities.
The
Company Securities may be issued and sold by the Company pursuant to applicable provisions of Rule 415 under the Securities Act, in amounts,
at prices and on terms to be determined in light of market conditions at the time of sale, and as set forth in the Registration Statement,
any amendment thereto, the prospectus contained therein (the “Prospectus”) and any supplements to the Prospectus (each, a
“Prospectus Supplement”). The Company Securities may be issued from time to time on a delayed or continuous basis, and this
opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change
with possible retroactive effect.
You
have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering
the opinions set forth below, we have examined (i) the Registration Statement, including the exhibits filed therewith, (ii) the Prospectus,
(iii) the Company’s amended and restated articles of incorporation, as amended or supplemented (the “Articles of Incorporation”),
(iv) the Company’s amended and restated bylaws, as amended (the “Bylaws”), (v) the corporate resolutions and other
actions of the Company that authorize and provide for the filing of the Registration Statement, and we have made such other investigation
as we have deemed appropriate. We have not independently established any of the facts so relied on.
1185
Avenue of the Americas | 31st Floor | New York, NY | 10036
T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
For
purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all
signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof, and the due execution
and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed
the legal capacity of natural persons, that persons identified to us as officers of the Company are actually serving in such capacity,
that the representations of officers and employees of the Company are correct as to questions of fact, that the board of directors will
have taken all action necessary to set the issuance price of the Company Securities to be offered and sold and that each party to the
documents we have examined or relied on (other than the Company) has the power, corporate or other, to enter into and perform all obligations
thereunder and also have assumed the due authorization by all requisite action, corporate or other, the execution and delivery by such
parties of such documents, and the validity and binding effect thereof on such parties. We have not independently verified any of these
assumptions.
The
opinions expressed in this opinion letter are limited to the Nevada Revised Statutes (the “NRS”) and the reported judicial
decisions interpreting such statute and provisions and the laws of the state of New York. We are not opining on, and we assume no responsibility
for, the applicability to or effect on any of the matters covered herein of (a) any other laws; (b) the laws of any other jurisdiction;
or (c) the laws of any county, municipality or other political subdivision or local governmental agency or authority.
All
references in this opinion letter to the board of directors of the Company are intended to include an authorized committee thereof empowered
and authorized to act under the NRS in lieu of the full board of directors of the Company.
Based
on the foregoing and in reliance thereon, and subject to the assumptions, qualifications, limitations and exceptions set forth below,
we are of the opinion that:
1.
With respect to shares of Common Stock, when (a) the board of directors of the Company has taken all necessary corporate action to approve
the issuance and terms of the offering thereof and related matters, including without limitation the due reservation of any Common Stock
for issuance, and (b) certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered,
in each case in accordance with the Articles of Incorporation and Bylaws and either (i) in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the board of directors of the Company upon payment of the consideration therefor
(which consideration shall not be less than the par value of the Common Stock) provided for in such definitive purchase, underwriting
or similar agreement, as applicable, or (ii) upon conversion, exchange or exercise of any other Company Security in accordance with the
terms of such Company Security or the instrument governing such Company Security providing for the conversion, exchange or exercise as
approved by the board of directors of the Company, for the consideration therefor set forth in the applicable agreement and approved
by the board of directors of the Company, which consideration shall not be less than the par value of the Common Stock, such shares of
Common Stock will be validly issued, fully paid, and non-assessable.
2.
With respect to shares of any series of Preferred Stock, when (a) the board of directors of the Company has taken all necessary corporate
action to approve the issuance and terms of the shares of such series, the terms of the offering thereof and related matters, including
the adoption of a certificate of designation or amendment to the Articles of Incorporation fixing and determining the terms of such Preferred
Stock conforming to the NRS, the filing of a certificate or amendment, as applicable, with the Secretary of State of Nevada, the payment
in full of any filing fees attendant thereto, and the due reservation of any Common Stock and Preferred Stock for issuance, and (b) certificates
representing the shares of such series of Preferred Stock have been duly executed, countersigned, registered and delivered, in each case
in accordance with the Articles of Incorporation and Bylaws and either (i) in accordance with the applicable definitive purchase, underwriting
or similar agreement approved by the board of directors of the Company upon payment of the consideration therefor (which consideration
shall not be less than the par value of the Preferred Stock) provided for in such definitive purchase, underwriting or similar agreement,
as applicable, or (ii) upon conversion, exchange or exercise of any other Company Security in accordance with the terms of such Company
Security or the instrument governing such Company Security providing for the conversion, exchange or exercise as approved by the board
of directors of the Company, for the consideration therefor set forth in the applicable agreement and approved by the board of directors
of the Company, which consideration shall not be less than the par value of the Preferred Stock, the shares of such series of Preferred
Stock will be validly issued, fully paid, and non-assessable.
1185
Avenue of the Americas | 31st Floor | New York, NY | 10036
T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
3.
With respect to the issuance of any warrants, when (a) the board of directors of the Company has taken all necessary corporate action
to approve the warrant agreement to be entered into in connection with the issuance of any warrants and such warrant agreement has been
validly executed and delivered by the warrant agent and Company, (b) the board of directors of the Company has taken all necessary corporate
action to approve the specific issuance and terms of any warrants duly established in accordance with the applicable warrant agreement
and (c) such warrants have been duly executed, countersigned, registered, issued and delivered in accordance with the warrant agreement
and the applicable definitive purchase, underwriting or similar agreement, as applicable, for the consideration therefor set forth in
the applicable agreement and approved by the board of directors of the Company (assuming the securities issuable upon exercise of the
warrants have been duly authorized and reserved for issuance by all necessary corporate action and in accordance with applicable law),
such warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their
terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability.
5.
With respect to the subscription rights, when (a) the board of directors of the Company has taken all necessary corporate action to authorize
the issuance and the specific terms of such subscription rights, the terms of the offering thereof, and related matters and (b) such
subscription rights and agreements relating to the subscription rights have been duly executed and delivered in accordance with the terms
thereof (assuming the securities issuable upon exercise of the subscription rights have been duly authorized and reserved for issuance
by all necessary corporate action and in accordance with applicable law), then such subscription rights will be valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms.
6.
With respect to the issuance of any units, when (a) the board of directors of the Company has taken all necessary corporate action to
approve the unit agreement, if any, to be entered into in connection with the issuance of any units and such unit agreement, if any,
has been validly executed and delivered by the unit agent, if any, and Company, (b) the board of directors of the Company has taken all
necessary corporate action to approve the specific issuance and terms of any units duly established in accordance with the applicable
unit agreement, if any, and (c) such units have been duly executed, countersigned, registered, issued and delivered in accordance with
the unit agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, as applicable, for the consideration
therefor set forth in the applicable agreement and approved by the board of directors of the Company (assuming the securities underlying
the units have been duly authorized, and validly issued by all necessary corporate action and in accordance with applicable law), such
units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable
principles of general applicability.
The
opinions set forth above are subject to the following additional assumptions:
(i)
the Registration Statement, any amendments thereto (including post-effective amendments), will have been declared effective under the
Securities Act and such effectiveness shall not have been terminated, suspended or rescinded;
(ii)
all Company Securities will be issued and sold in compliance with applicable federal and state securities laws, rules and regulations
and solely in the manner provided in the Registration Statement and the appropriate Prospectus Supplement and there will not have occurred
any change in law or fact affecting the validity of any of the opinions rendered herein;
(iii)
a definitive purchase, underwriting or similar agreement and any other necessary agreements with respect to any Company Securities offered
or issued will have been duly authorized and duly executed and delivered by the Company and the other parties thereto;
(iv)
the Company shall have taken any action required to be taken by the Company, based on the type of Company Security being offered, to
authorize the offer and issuance thereof, and such authorization shall remain in effect and unchanged at all times during which the Company
Securities are offered and issued and shall not have been modified or rescinded (subject to the further assumption that the sale of any
Company Security takes place in accordance with such authorization), the board of directors of the Company shall have duly established
the terms of such Company Security and duly authorized and taken any other necessary corporate action to approve the issuance and sale
of such Company Security in conformity with the Articles of Incorporation and Bylaws (subject to the further assumption that neither
the Articles of Incorporation nor Bylaws have been amended from the date hereof in a manner that would affect the validity of any of
the opinions rendered herein), and such authorization shall remain in effect and unchanged at all times during which the Company Securities
are offered and issued and shall not have been modified or rescinded (subject to the further assumption that the sale of any Company
Security takes place in accordance with such authorization);
1185
Avenue of the Americas | 31st Floor | New York, NY | 10036
T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
(v)
there will exist, under the Articles of Incorporation, the requisite number of authorized but unissued shares of Common Stock or Preferred
Stock (and securities of any class into which any of the Preferred Stock may be convertible), as the case may be; and
(vi)
to the extent they purport to relate to liabilities resulting from or based upon gross negligence, recklessness or other conduct committed
or omitted willfully or in bad faith or any violation of federal or state securities or blue sky laws, we express no opinions concerning
the enforceability of indemnification provisions.
The
opinions above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
receivership, moratorium and other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally,
(ii) general principles of equity, whether such principles are considered in a proceeding of law or at equity, and (iii) an implied covenant
of good faith, reasonableness and fair dealing and standards of materiality.
We
express no opinion as to any provision in any stock purchase contract, unit purchase agreement, other agreement pursuant to which any
Company Securities are to be issued or governed, or the Articles of Incorporation or Bylaws (i) that purports to waive forum non conveniens
or trial by jury; (ii) that relates to judgments in currencies other than U.S. dollars; (iii) that releases, exculpates or exempts a
party from, or requires indemnification or contribution of a party for, liability for its own negligence or misconduct; (iv) that purports
to allow any party to unreasonably interfere in the conduct of the business of another party; (v) that purports to require any party
to pay any amounts due to another party without a reasonable accounting of the sums purported to be due; (vi) that purports to prohibit
the assignment of rights that that may be assigned pursuant to applicable law regardless of an agreement not to assign such rights; (vii)
that purports to require that amendments to any agreement be in writing; (viii) relating to powers of attorney, severability or set-off;
(ix) that purports to limit access exclusively to any particular courts; (x) that provides a waiver of stay, extension or usury laws
or of unknown future rights; and (xi) providing that decisions by a party are conclusive or may be made in its sole discretion. We express
no opinion concerning whether a U.S. federal court would accept jurisdiction in any dispute, action, suit or proceeding arising out of
or relating to any agreement or the transactions contemplated thereby.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption
“Legal Matters” in the prospectus. In giving our consent, we do not thereby admit that we are experts with respect to any
part of the Registration Statement, the prospectus or any prospectus supplement within the meaning of the term “expert,”
as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
|
Yours
truly, |
|
|
|
/s/
Sichenzia Ross Ference LLP |
|
|
|
Sichenzia
Ross Ference LLP |
1185
Avenue of the Americas | 31st Floor | New York, NY | 10036
T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
Exhibit
23.1
CONSENT
OF INDEPENDENT AUDITOR
We
consent to the incorporation by reference our firm under the caption “Experts” in the Company’s Registration Statement
on Form S-3 as filed on August 22, 2023 (the “Registration Statement”) of our report dated March 30, 2023, with respect to
the consolidated financial statements of Sharps Technology, Inc. and its subsidiary as of December 31, 2022 and 2021, included in the
Company’s Form 10-K as filed with the U.S. Securities and Exchange Commission and incorporated by reference into the Registration
Statement.
CHARTERED
PROFESSIONAL ACCOUNTANTS
Vancouver,
Canada
August
22, 2023
Exhibit
107
Form
S-3
(Form
Type)
Sharps
Technology, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered and Carry Forward Securities
| |
Security
Type | |
Title
of Each Class Of Securities To Be Registered | |
Fee
Calculation Rule | |
Amount
of Securities to be Registered(1 | | |
Proposed
Maximum Offering Price(2) | | |
Proposed
Maximum Aggregate Offering Price | | |
Fee
Rate | | |
Amount
of Registration Fee(3) | |
Newly
Registered Securities | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Fees
to be Paid | |
Equity | |
Common
Stock, $0.001 par value | |
Rule
457(o) | |
| | | |
| | | |
| | | |
| | | |
| | |
Fees
to be Paid | |
Equity | |
Preferred
Stock, $0.001 par value | |
Rule
457(o) | |
| | | |
| | | |
| | | |
| | | |
| | |
Fees
to be Paid | |
Other | |
Warrants | |
Rule
457(o) | |
| | | |
| | | |
| | | |
| | | |
| | |
Fees
to be Paid | |
Other | |
Rights | |
Rule
457(o) | |
| | | |
| | | |
| | | |
| | | |
| | |
Fees
to be Paid | |
Other | |
Units | |
Rule
457(o) | |
| | | |
| | | |
| | | |
| | | |
| | |
Fees
to be Paid | |
Unallocated
(Universal) Shelf | |
Unallocated
(Universal) Shelf | |
Rule
457(o) | |
| | | |
| | | |
$ | 200,000,000 | | |
$ | 0.0001102 | | |
$ | 22,040 | |
Carry Forward Securities |
Carry
Forward Securities | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
| | | |
| | | |
| | |
| |
Total Offering Amounts | | |
$ | 200,000,000 | | |
| | | |
$ | 22,040 | |
| |
Total Fees Previously Paid | |
| | | |
| | | |
$ | 0.00 | |
| |
Total Fee Offsets | |
| | | |
| | | |
$ | 0.00 | |
| |
Net Fee Due | | |
| | | |
| | | |
$ | 22,040 | |
(1) |
This
registration statement registers such indeterminate number of shares of common stock, preferred stock, such indeterminate number
of warrants or rights to purchase common stock or preferred stock, and such indeterminate number of units as shall have an aggregate
initial offering price not to exceed $200,000,000. Any securities registered hereunder may be sold separately or as units with
other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock
and preferred stock as may be issued upon conversion of or exchange for preferred stock that provide for conversion or exchange,
upon exercise of warrants or rights, pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule
416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and
preferred stock as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends
or similar transactions. |
|
|
(2) |
The
proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection
with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant
to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended, or the Securities Act. Pursuant to General
Instruction I.B.6. of the Form S-3, if the aggregate market value of the registrant’s outstanding voting and non-voting common
equity held by non-affiliates does not equal or exceed $75,000,000 subsequent to the effective date of this registration statement,
then the aggregate offering price of all types of securities that the registrant may issue in primary offerings pursuant to this
registration statement during any 12-month period may not exceed one-third of the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant. In the event that subsequent to the effective date of this registration statement,
the aggregate market value of the registrant’s outstanding common stock held by non-affiliates equals or exceeds $75,000,000,
then the one-third limitation on sales shall not apply to additional sales made in primary offerings pursuant to this registration
statement. |
|
|
(3) |
Calculated
pursuant to Rule 457(o) under the Securities Act. |
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