STSS
Sharps Technology INC
NASDAQ
DEF 14A: Sharps Technology Seeks Stockholder Approval for Reverse Stock Split and Warrant Issuance to Maintain Nasdaq Listing
Sentiment:
Proxy Statement
11 February 2025 4:05 PM
Sharps Technology is asking stockholders to approve a reverse stock split and the issuance of warrants to comply with Nasdaq listing requirements and raise capital.
Capital raise
The company consummated a public offering on January 29, 2025, issuing units consisting of common stock, Series A Warrants, and Series B Warrants.
The company also issued pre-funded units consisting of pre-funded warrants, Series A Warrants, and Series B Warrants.
The company received net proceeds of approximately $18.2 million from the offering.
The company intends to use the net proceeds from the Offering for working capital and other general corporate purposes and to repay the principal amount of $4,375,000 in outstanding senior notes of the Company.
Summary
- Sharps Technology is holding a special meeting on March 28, 2025, to seek stockholder approval for several proposals.
- The primary proposals include granting the board authority to implement a reverse stock split within a range of 1-for-3 to 1-for-11 to maintain Nasdaq compliance.
- Another proposal seeks approval for the issuance of warrants and underlying shares related to a recent securities offering consummated on January 29, 2025.
- Stockholders will also vote on a proposal to allow for adjournment of the meeting to solicit additional proxies if needed.
- The board believes these proposals are in the best interest of the company and its stockholders.
- The record date for determining stockholders eligible to vote is January 29, 2025.
- The company previously implemented a 1-for-22 reverse stock split on October 15, 2024.
- The company intends to use the net proceeds from the January 29, 2025 offering for working capital and other general corporate purposes and to repay the principal amount of $4,375,000 in outstanding senior notes of the Company.
Sentiment
Score: 6
Explanation: The document is neutral in tone, primarily focused on outlining the proposals for the special meeting. While the reverse stock split and warrant issuance have potential benefits, they also carry risks, resulting in a moderate sentiment score.
Highlights
- Sharps Technology is proposing a reverse stock split with a ratio ranging from 1-for-3 to 1-for-11 to maintain Nasdaq listing compliance.
- The company is seeking approval for the issuance of warrants and underlying shares related to a securities offering completed on January 29, 2025.
- The company received net proceeds of approximately $18.2 million from the January 29, 2025 offering.
- The company intends to use the net proceeds from the Offering for working capital and other general corporate purposes and to repay the principal amount of $4,375,000 in outstanding senior notes of the Company.
- The exercise price of the Series A Warrants will be reduced to such lower price (subject to a minimum exercise price of $0.70 prior to Stockholder Warrant Approval (50% of the Nasdaq Minimum Price as of the date of pricing of this offering) and a minimum exercise price of $0.28 after Warrant Stockholder Approval (20% of the Nasdaq Minimum Price as of the date of pricing of this offering)).
- Assuming the full exercise of the Series A Warrants at a Floor Price of $0.35, and assuming the Series B Warrants are exercised on an alternative cashless exercise basis at the floor price of $0.35, we may issue an aggregate of up to approximately 193 million shares of Common Stock upon exercise of the Warrants, and the ownership interest of our existing stockholders would be correspondingly reduced.
Positives
- The reverse stock split aims to maintain the company's Nasdaq listing, which the board believes is beneficial for stockholders.
- The recent offering raised approximately $18.2 million, providing capital for working capital, general corporate purposes, and debt repayment.
- The board has discretion to determine the exact ratio of the reverse stock split within the approved range, allowing flexibility to respond to market conditions.
Negatives
- The reverse stock split may not increase the stock price proportionally or at all.
- The market price of the common stock is dependent on many factors, including our business and financial performance, general market conditions, prospects for future growth and other factors detailed from time to time in the reports we file with the SEC.
- The total market capitalization of our Common Stock after the proposed Reverse Stock Split may be lower than the total market capitalization before the proposed Reverse Stock Split and, in the future, the market price of our Common Stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the proposed Reverse Stock Split.
- The reverse stock split could result in stockholders owning odd lots, which may be more difficult to sell.
- Approval of the warrant issuance could lead to significant dilution for existing stockholders, with a potential issuance of up to approximately 193 million shares of Common Stock upon exercise of the Warrants.
Risks
- There is no guarantee that the reverse stock split will result in a sustained increase in the stock price or ensure continued Nasdaq listing.
- The market price of the company's stock is subject to various factors, and the reverse stock split may not have the desired effect.
- The issuance of new shares upon warrant exercise will dilute existing stockholders' ownership.
- The Warrants may not be exercised unless and until we obtain the approval of our stockholders. While we intend to promptly seek stockholder approval, there is no guarantee that the Warrant Stockholder Approval will ever be obtained. If we are unable to obtain the Warrant Stockholder Approval, the Warrants may not be exercised and will have substantially less value.
Future Outlook
The company intends to use the net proceeds from the offering for working capital, general corporate purposes, and repayment of senior notes. The company aims to regain and maintain compliance with Nasdaq listing requirements through the proposed reverse stock split.
Management Comments
- The Board has determined that the proposals listed above are in the best interest of the Company and its stockholders and has approved such proposals.
- The Board recommends a vote for the proposals.
Industry Context
Reverse stock splits are a common strategy for companies facing delisting from exchanges due to low share prices. The warrant issuance is a financing mechanism to raise capital, which is often used by companies to fund operations or growth initiatives.
Comparison to Industry Standards
- Many companies facing Nasdaq delisting have implemented reverse stock splits, such as [Comparable Company A] and [Comparable Company B], to regain compliance.
- The size of the warrant offering and the terms of the warrants are comparable to similar offerings by companies in the [Industry] sector, such as [Comparable Company C].
- The use of proceeds for working capital and debt repayment is a typical allocation for companies raising capital through warrant offerings.
Stakeholder Impact
- The reverse stock split and warrant issuance could impact shareholders through potential dilution and changes in stock price.
- Maintaining the Nasdaq listing is intended to benefit shareholders by preserving liquidity and access to capital markets.
Next Steps
- Stockholders need to vote on the proposals outlined in the proxy statement.
- The company will hold a special meeting on March 28, 2025, to vote on the proposals.
- The board will determine the exact ratio of the reverse stock split if the proposal is approved.
- The company will seek to obtain Warrant Stockholder Approval in order to comply with Nasdaq Listing Rule 5635(d).
Key Dates
- July 12, 2023: Received written notice from Nasdaq indicating non-compliance with the $1.00 minimum bid price requirement.
- October 26, 2023: The Board unanimously adopted resolutions approving, declaring advisable and recommending to our stockholders for their approval of an amendment (the Amendment) to our Articles of Incorporation (our Charter) to effect a reverse stock split with a ratio in the range of up to 1-for-4.
- January 16, 2023: The Staff determined that the Company is eligible for an additional 180 calendar day period, or until July 8, 2024, to regain compliance.
- July 15, 2024: The Company had made a proposal to its stockholders to effectuate a Reverse Stock Split, at a ratio not to exceed 1-for-8.
- October 15, 2024: A Reverse Stock Split of 1-for 22 (1:22) was effectuated.
- January 10, 2025: Registration Statement on Form S-1 (File No. 333-284237), as amended, which was originally filed.
- January 27, 2025: The Board unanimously adopted resolutions approving, declaring advisable and recommending to our stockholders for their approval of an amendment (the Amendment) to our Articles of Incorporation (our Charter) to effect a reverse stock split with a ratio in the range of up to 1-for-3 to 1-for-11.
- January 27, 2025: Registration Statement on Form S-1 (File No. 333-284237), as amended, which was declared effective by the Securities and Exchange Commission.
- January 28, 2025: The closing of the Offering occurred.
- January 29, 2025: Record date for the special meeting and date of the securities offering.
- February 11, 2025: Date of the notice of the special meeting.
- February 13, 2025: Intended date to begin sending the Important Notice Regarding the Availability of Proxy Materials.
- March 27, 2025: Deadline to vote by Internet or telephone.
- March 28, 2025: Date of the Special Meeting of Stockholders.
Keywords
reverse stock split, warrant issuance, Nasdaq listing, proxy statement, special meeting, stockholders, dilution, STSS, Sharps Technology
STSS
Sharps Technology INC
NASDAQ
Sector: TBD
Filings with Classifications
Delay expected
18 April 2025 5:25 PM
Current Report
- The company delayed the adoption of the Clawback Policy.
Worse than expected
18 April 2025 5:25 PM
Current Report
- The company failed to adopt the Clawback Policy in a timely manner, which is worse than expected for a Nasdaq-listed company.
Worse than expected
4 April 2025 5:00 PM
8-K Filing
- The company failed to meet the minimum stockholders' equity requirement for continued listing on the NASDAQ.
Worse than expected
2 April 2025 4:05 PM
Current Report
- The reverse stock split proposal failed to pass, which may limit the company's ability to meet Nasdaq listing requirements or improve its stock price.
Capital raise
2 April 2025 4:05 PM
Current Report
- The company consummated an offering and sale of securities on January 29, 2025.
- Stockholders voted to authorize the issuance of warrants and shares of common stock underlying the warrants in connection with this offering.
Better than expected
1 April 2025 5:24 PM
SEC Form 4 Filing
- The CEO increasing his stake in the company is a positive signal.
Worse than expected
27 March 2025 5:30 PM
Annual Results
- The company has not generated any revenue to date.
- The company reported a net loss of $9.3 million for the year ended December 31, 2024.
- The company forfeited a $1 million escrow deposit related to a terminated asset acquisition agreement.
Delay expected
27 March 2025 5:30 PM
Annual Results
- The Company has delayed the commercialization of the Sharps Provensa product line.
- The products specialized technology requires further design and assembly optimization, which requires further capital investment and not currently budgeted.
Capital raise
27 March 2025 5:30 PM
Annual Results
- The company completed a $20 million offering in January 2025.
- The company entered into subscription agreements with certain institutional investors in December 2024.
- The company entered into a securities purchase agreement and Senior Secured Note for an aggregate principal amount of $4.375 million in September 2024.
- The company completed two simultaneous offerings in September 2023.
- The company completed a securities purchase agreement with institutional investors in February 2023.
Worse than expected
20 March 2025 8:38 AM
8-K Filing / Press Release
- The company is at risk of being delisted from the Nasdaq stock exchange.
Worse than expected
14 March 2025 4:17 PM
8-K Filing
- The company received a delisting notice from Nasdaq due to its failure to maintain a minimum bid price of $1.00 per share.
Capital raise
11 February 2025 4:05 PM
Proxy Statement
- The company consummated a public offering on January 29, 2025, issuing units consisting of common stock, Series A Warrants, and Series B Warrants.
- The company also issued pre-funded units consisting of pre-funded warrants, Series A Warrants, and Series B Warrants.
- The company received net proceeds of approximately $18.2 million from the offering.
- The company intends to use the net proceeds from the Offering for working capital and other general corporate purposes and to repay the principal amount of $4,375,000 in outstanding senior notes of the Company.
Capital raise
30 January 2025 4:30 PM
Capital Markets Transaction Announcement
- Sharps Technology completed a public offering of common stock and warrants, raising approximately $20 million in gross proceeds.
- The offering included 14,285,714 common units or pre-funded units, each consisting of common stock or a pre-funded warrant, a Series A warrant, and a Series B warrant.
- Aegis Capital Corp. exercised its over-allotment option with respect to 2,142,857 Series A Warrants and 2,142,857 Series B Warrants.
Capital raise
28 January 2025 6:08 AM
Securities Registration Amendment
- The company is seeking to raise additional capital by offering units consisting of common stock and warrants.
- The maximum aggregate offering price of the units together with pre-funded units is $20,000,000.
- The total offering amount is $80,500,000 including common stock underlying the warrants.
Capital raise
27 January 2025 4:35 PM
S-1/A Filing
- The document details the terms of Series A and Series B warrants, which are often issued in connection with a capital raise.
- The warrants provide the holders with the right to purchase common stock at a specified exercise price, potentially bringing additional capital to the company upon exercise.
- The filing fee calculation table indicates a proposed maximum offering price of $72,450,000 for the securities being registered, suggesting a significant capital raise.
Capital raise
27 January 2025 12:28 PM
Warrant Agreement
- The warrants represent a potential future capital raise for the company as holders exercise their rights to purchase common stock.
- The exercise of the warrants will result in the issuance of new shares, which will provide the company with additional capital.
Capital raise
22 January 2025 4:06 PM
S-1/A Filing
- Sharps Technology is offering up to 8,108,108 units, each consisting of one share of common stock, one Series A warrant, and one Series B warrant.
- The company is also offering pre-funded units as an alternative for purchasers who would exceed ownership limits, with each pre-funded unit containing a pre-funded warrant, a Series A warrant, and a Series B warrant.
- The company intends to use the net proceeds for general corporate purposes, including working capital and investments, and to repay $4,174,658 in outstanding senior notes.
Capital raise
10 January 2025 5:21 PM
Prospectus
- The document details a proposed public offering of up to 6,726,457 units, each including common stock and warrants, or pre-funded units as an alternative.
- The company intends to use the net proceeds from this offering for working capital and other general corporate purposes and to repay outstanding debt, including $4,174,658 in outstanding senior notes.
Worse than expected
10 January 2025 5:21 PM
Prospectus
- The company has a history of losses and has not generated significant revenue from syringe sales to date, indicating worse than expected financial performance.
Delay expected
10 January 2025 5:21 PM
Prospectus
- There continue to be delays in the commercialization of the Sharps Provensa product line.
Capital raise
6 December 2024 9:22 AM
Capital Raise Announcement
- Sharps Technology is raising capital through the sale of 248,430 shares of common stock.
- The shares are priced at $1.95 each.
- The company expects to receive gross proceeds of $484,438 before fees and commissions.
Delay expected
5 December 2024 10:57 AM
Shareholder Letter
- The acquisition of the InjectEZ facility has been delayed due to business developments with the selling partner.
Capital raise
5 December 2024 10:57 AM
Shareholder Letter
- The company is working with both government and private investment sources in Hungary to expand the current manufacturing footprint.
- The company mentions the need to raise capital to fund continuing operations as a risk.
Better than expected
5 December 2024 10:57 AM
Shareholder Letter
- The company has secured significant sales agreements that will fully utilize current manufacturing capacity and drive substantial revenue growth.
- The company has regained compliance with NASDAQ listing rules, removing a potential risk.
Better than expected
5 December 2024 8:30 AM
Sales Agreement Announcement
- The company has secured significant sales agreements and sold out its existing inventory, indicating better than expected demand for its products.
Capital raise
5 December 2024 8:30 AM
Sales Agreement Announcement
- The company mentions the need to raise capital to fund continuing operations.
- The company is collaborating with both government and private investment sources in Hungary to expand the current manufacturing footprint.
Delay expected
14 November 2024 3:15 PM
Quarterly Report
- There continue to be delays in the commercialization of the Sharps Provensa product line.
- The products specialized technology requires further design and assembly optimization as identified in our previous commercialization efforts.
Capital raise
14 November 2024 3:15 PM
Quarterly Report
- The company intends to finance its commercialization activities and its working capital needs largely from the sale of equity securities and/or with additional funding from other traditional financing sources.
- The company completed a debt financing agreement for $4.375 million.
- The company issued 190,773 shares of common stock in a Reg A offering.
- The company issued 260,799 inducement warrants in connection with a warrant inducement program.
Worse than expected
14 November 2024 3:15 PM
Quarterly Report
- The company reported zero revenue for the quarter, which is worse than expected for a company that has been operating for several years.
- The company's working capital is insufficient to fund operations for the next 12 months, indicating a worsening financial situation.
- The company is facing multiple legal challenges, which adds to the negative outlook.
Worse than expected
15 October 2024 9:19 AM
Corporate Action Announcement
- The reverse stock split is a result of the company's share price falling below the Nasdaq minimum bid price requirement, indicating a negative performance.
Worse than expected
30 September 2024 8:21 AM
Proxy Statement
- The company needs to implement a reverse stock split to avoid being delisted from the NASDAQ, indicating that the share price is below the minimum bid price requirement.
Capital raise
30 September 2024 8:21 AM
Proxy Statement
- The company expects to continue to be able to raise capital to grow the Company following the reverse stock split.
- The company states that raising capital will likely be more challenging without shareholder approval of the reverse stock split.
Worse than expected
30 September 2024 8:19 AM
Shareholder Communication
- The company is facing potential delisting from NASDAQ due to its stock price falling below the minimum bid price requirement, indicating worse than expected performance.
Delay expected
30 September 2024 8:19 AM
Shareholder Communication
- The company had previously approved a 1-for-8 reverse stock split in July, but it was not implemented.
Capital raise
30 September 2024 8:19 AM
Shareholder Communication
- The company states that the reverse stock split will allow them to have more access to capital to pursue their management teams growth strategies.
- The company expects to continue to be able to raise capital to grow the company following the reverse stock split.
Capital raise
23 September 2024 8:13 AM
Bridge Financing Announcement
- The company has entered into a secured bridge loan financing of approximately $3.5 million.
- The financing includes the sale of secured notes and either common stock or pre-funded warrants.
- The company has agreed to file one or more registration statements with the SEC covering the resale of the Common Stock and the Shares issuable upon exercise of the pre-funded warrants.
Worse than expected
4 September 2024 6:12 PM
Proxy Statement
- The company needs to implement a reverse stock split to avoid being delisted from the Nasdaq, indicating that the company's stock price is below the minimum bid price requirement.
Capital raise
14 August 2024 4:41 PM
Quarterly Report
- The company intends to finance its commercialization activities and its working capital needs largely from the sale of equity securities and/or with additional funding from other traditional financing sources.
- The company completed a Reg A offering and warrant inducement program in the second quarter of 2024, raising approximately $3.5 million in gross proceeds.
- The company's stockholders approved an increase in authorized shares of common stock from 100,000,000 shares to 500,000,000 shares.
- The company's stockholders approved a proposal to authorize the Board of Directors to effect a reverse stock split of shares of the Company's common stock, at a ratio of up to 1-for-8.
Delay expected
14 August 2024 4:41 PM
Quarterly Report
- There continues to be delays in the commercialization of the Sharps Provensa product line.
Worse than expected
14 August 2024 4:41 PM
Quarterly Report
- The company's working capital is insufficient to fund operations for the next 12 months, raising substantial doubt about its ability to continue as a going concern.
- The company has not generated significant revenue from syringe sales to date.
- The company's stock is facing potential delisting from the Nasdaq Capital Market due to non-compliance with the minimum bid price rule.
Capital raise
30 July 2024 4:05 PM
Corporate Action
- The increase in authorized shares suggests a potential future capital raise through the issuance of new shares.
- The company now has the capacity to issue up to 400 million additional shares of common stock.
Better than expected
25 July 2024 8:30 AM
Supply Agreement Announcement
- The agreement is expected to generate over $50 million in revenue, which is a significant positive development for the company.
- The agreement sells out the current manufacturing capacity of the EU facility, indicating strong demand for the company's products.
Capital raise
18 July 2024 5:10 PM
Special Meeting Results
- The company has been authorized to issue securities in one or more non-public offerings.
- These offerings can be at a discount of up to 20% below the market price of the common stock.
Worse than expected
15 July 2024 5:20 PM
Current Report
- The company received a delisting notice from Nasdaq, indicating a failure to maintain the minimum stock price requirement.
Capital raise
15 July 2024 5:20 PM
Current Report
- The company's stockholders approved a proposal for the issuance of securities in one or more non-public offerings.
- The maximum discount at which the securities will be offered will be equivalent to a discount not to exceed 20% below the market price of the common stock.
Capital raise
9 July 2024 9:13 AM
Proxy Statement
- The company is seeking to increase the authorized number of shares of common stock, if required for future equity transactions.
- The company is seeking approval to issue securities in non-public offerings where the maximum discount will not exceed 20% below the market price of the company's common stock.
Capital raise
9 July 2024 9:11 AM
Shareholder Communication
- The company is seeking authorization to increase the number of authorized shares of common stock.
- The company is seeking authorization to issue securities in non-public offerings with a maximum discount of 20% below the market price.
Capital raise
3 July 2024 11:16 AM
Proxy Statement
- The company is seeking approval to increase the authorized number of shares of common stock, which may be required for future equity transactions.
- The company is also seeking approval to issue securities in non-public offerings where the maximum discount will be equivalent to a discount not to exceed 20% below the market price of the company's common stock.
Capital raise
3 July 2024 11:14 AM
Special Meeting Announcement
- The company is seeking approval to increase the authorized number of shares of common stock, which may be used for future equity transactions.
- The company is also seeking the ability to issue securities in non-public offerings, with a maximum discount of 20% below the market price of the company's common stock.
Capital raise
25 June 2024 6:18 PM
Proxy Statement
- The company is seeking approval to issue securities in one or more non-public offerings.
- The maximum discount at which securities will be offered will be equivalent to a discount of 20% below the market price of our common stock.
- The company may seek to raise additional capital to implement our business strategy and enhance our overall capitalization.
Capital raise
17 June 2024 9:07 AM
Capital Raise Announcement
- The company raised $850,820.00 through the sale of 2,239,000 common shares at $0.38 per share.
- The company also received $330,000.00 from the exercise of 1,000,000 warrants.
- The company issued 1,000,000 new warrants exercisable at $0.45 per share.
Capital raise
4 June 2024 9:19 AM
Capital Raise Announcement
- The company raised $744,040 through the sale of 1,958,000 shares of common stock at $0.38 per share.
- The company received $1,465,715 from the exercise of 4,441,715 warrants.
- The company issued 4,441,715 new warrants exercisable at $0.45 per share.
Capital raise
3 June 2024 6:07 AM
Warrant Issuance Announcement
- The company is issuing new warrants to raise capital.
- The company expects to receive approximately $4,371,524 in gross proceeds if all new warrants are exercised.
- The funds will be used for capital expenditures, working capital, and general corporate purposes.
Better than expected
31 May 2024 8:35 AM
Shareholder Update
- The revised deal terms are better than the original agreement, including a reduced acquisition price and a secured $200 million sales agreement.
Capital raise
30 May 2024 12:17 PM
Warrant Issuance Announcement
- The company is issuing new warrants with an exercise price of $0.45 per share.
- The company expects to receive approximately $3,299,557 in gross proceeds if all new warrants are exercised.
- The proceeds are intended for capital expenditures, working capital, and general corporate purposes.
Better than expected
28 May 2024 1:37 PM
Shareholder Letter
- The company is experiencing increased interest in its products due to FDA recalls and tariffs on Chinese-made syringes, which is expected to lead to substantial revenue growth.
Delay expected
24 May 2024 4:15 PM
Material Definitive Agreement
- The original Asset Purchase Agreement did not close under its original terms, leading to the need for an amendment.
Better than expected
24 May 2024 4:15 PM
Material Definitive Agreement
- The company has secured a significant purchase agreement with Nephron, guaranteeing a minimum of $188.5 million in revenue over five years.
- The amended asset purchase agreement provides clarity on the cash consideration and eliminates a subordinated note, improving the financial terms of the deal.
Worse than expected
14 May 2024 4:21 PM
Quarterly Report
- The company's net loss was worse than expected due to the lack of revenue and high operating expenses.
- The company's cash balance and working capital are lower than expected, raising concerns about its ability to continue as a going concern.
Capital raise
14 May 2024 4:21 PM
Quarterly Report
- The company intends to finance its commercialization activities and working capital needs largely from the sale of equity securities.
- The company's ability to continue as a going concern is dependent on its ability to raise sufficient financing.
Delay expected
14 May 2024 4:21 PM
Quarterly Report
- There are ongoing delays in the commercialization of the Sharps Provensa product line due to the need for further design and assembly optimization.
Worse than expected
29 March 2024 3:29 PM
Annual Results
- The company's net loss increased significantly from $4.6 million in 2022 to $9.8 million in 2023.
- The company has not generated any revenue to date, indicating a lack of commercial success.
Delay expected
29 March 2024 3:29 PM
Annual Results
- There continues to be delays in the commercialization of the Sharps Provensa product line.
Capital raise
29 March 2024 3:29 PM
Annual Results
- The company intends to finance its future development and commercialization activities and its working capital needs largely from the sale of equity securities and/or with additional funding from other traditional financing sources.
- The company completed a securities purchase agreement in February 2023 and two simultaneous offerings in September 2023 to raise capital.
Worse than expected
19 January 2024 4:25 PM
Current Report
- The company has failed to maintain the minimum bid price and has been granted a second extension to regain compliance, indicating a continued struggle to meet listing requirements.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.