{"url_path":"/sec/stssw/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 Other Information**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1737995/0001493152-26-023214-index.html","accession_number":"0001493152-26-023214","cik":"0001737995","ticker":"SKYA","issuer_name":"Sharps Technology Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1737995/0001493152-26-023214-index.html","primary_entity_key":"0001737995","primary_entity_name":"Sharps Technology Inc."},"word_count":2786,"has_tables":true,"body_markdown":"**Item\n5. Other Information**\n\n \n\nDuring\nthe quarterly period ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange\nAct) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading\narrangement,” as each term is defined in Item 408 of Regulation S-K.\n\n \n\nAs\npart of its review of our corporate governance policies, on May 8, 2026, the board of directors approved and adopted the Code Of Business\nConduct And Ethics (the “Code of Ethics”), which governs the conduct of all officers, directors, and employees of the Company\nand its affiliated entities. The Code of Ethics was adopted to, among other things, generally update for current governance, ethics,\nand compliance best practices; better align various Company policies, including the Code of Ethics, by eliminating certain redundant\nor overlapping provisions and consolidating similar topics in the appropriate policy; and make other non-substantive administrative,\nstylistic and typographical changes. The description of the Code of Ethics is a summary and is qualified in its entirety by reference\nto the Code of Ethics, a copy of which is attached hereto as Exhibit 14.1. The Code of Ethics will also be posted on the Company’s\nwebsite at www.sharpstechnology.com/investors/governance-documents.\n\n \n\nOn\nMay 13, 2026, the Company entered into an employment agreement (the “Danner Employment Agreement”) with Paul Danner, which\nreplaces and supersedes in its entirety that certain prior employment agreement, dated August 25, 2025, between the Company and Mr. Danner.\nPursuant to the Employment Agreement, Mr. Danner will serve as the Company’s Principal Executive Officer and Executive Chairman\nfor a term commencing immediately and continuing until the third anniversary of the Danner Employment Agreement, unless earlier terminated\nin accordance with its terms, and subject to an auto renewal of 1 year. For his services, Mr. Danner will be paid $600,000 per annum.\nDuring the course of the employment, Mr. Danner will be eligible to earn an annual cash bonus beginning in 2026 based on 1% of the year-over-year\nchange in the Company’s market capitalization, subject to a cap of 2.5 times base salary and payable no later than March 15 of\nthe following year, subject to continued employment through the payment date (except as otherwise provided). Mr. Danner will also be\neligible to receive equity-based compensation awards from time to time, as determined in the sole discretion of the Board or a committee\nthereof. The Danner Employment Agreement contains a perpetual confidentiality covenant as well as non-competition and employee and customer\nnon-solicitation covenants that apply during the Term and for a period of 18 months following Mr. Danner’s termination. In the\nevent the Mr. Danner’s employment is terminated by the Company without cause or by Mr. Danner for good reason, Mr. Danner will\nbe entitled to a lump sum severance payment equal to three (3) times Mr. Danner’s base salary, subject to Mr. Danner’s execution\nand non-revocation of a release of claims; provided that, in the event such termination occurs in connection with a change in control\nof the Company, Mr. Danner will also be entitled to accelerated vesting of any outstanding equity awards, whereas in the absence of a\nchange in control, Mr. Danner will not be entitled to any such acceleration.\n\n \n\nOn\nMay 13, 2026, the Company entered into an employment agreement (the “Zhang Employment Agreement”) with Yuwen Zhang, which\nreplaces and supersedes in its entirety that certain prior employment agreement, dated August 25, 2025, between the Company and Ms. Zhang.\nPursuant to the Employment Agreement, Ms. Zhang will serve as the Company’s Chief Investment Officer and Director for a term commencing\nimmediately and continuing until the third anniversary of the Zhang Employment Agreement, unless earlier terminated in accordance with\nits terms, and subject to an auto renewal of 1 year. For her services, Ms. Zhang will be paid $600,000 per annum. During the course of\nthe employment, Ms. Zhang will be eligible to earn an annual cash bonus beginning in 2026 based on 1% of the year-over-year change in\nthe Company’s market capitalization, subject to a cap of 2.5 times base salary and payable no later than March 15 of the following\nyear, subject to continued employment through the payment date (except as otherwise provided). Ms. Zhang will also be eligible to receive\nequity-based compensation awards from time to time, as determined in the sole discretion of the Board or a committee thereof. The Zhang\nEmployment Agreement contains a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation\ncovenants that apply during the Term and for a period of 2 years following Ms. Zhang’s termination. In the event the Ms. Zhang’s\nemployment is terminated by the Company without cause or by Ms. Zhang for good reason, Ms. Zhang will be entitled to a lump sum severance\npayment equal to three (3) times Ms. Zhang’s base salary, subject to Ms. Zhang’s execution and non-revocation of a release\nof claims; provided that, in the event such termination occurs in connection with a change in control of the Company, Ms. Zhang will\nalso be entitled to accelerated vesting of any outstanding equity awards, whereas in the absence of a change in control, Ms. Zhang will\nnot be entitled to any such acceleration.\n\n \n\n10\n\n \n\n \n\n**Stockholder\nRights Plan**\n\n** **\n\nOn\nMay 13, 2026, the Board of Directors (the “Board”) of Sharps Technology, Inc. (the “Company”):\n\n \n\n●adopted\na limited duration stockholder rights plan (the “Rights Plan”), the terms\nof which are set forth in a Rights Agreement entered into between the Company and\nVStock Transfer, LLC, as rights agent (the “Rights Agent”) dated May 14, 2026; and\n\n   \n\n●pursuant\nto the Rights Plan, authorized and declared a dividend to stockholders of record at the close\nof business on May 26, 2026 (the “Record Date”) of one preferred share\npurchase right (each, a “Right”) for each outstanding share of the Company’s\ncommon stock, par value $0.0001 (“Common Stock”), held by such stockholders.\n\n \n\nThe\nRights Plan is similar to other rights plans adopted by publicly held companies. Generally, under the Rights Plan, the Rights will become\nexercisable only if a person or group (including a group of persons acting in concert with each other) acquires beneficial ownership\nof 15% or more of the Company’s Common Stock in a transaction not approved by the Company’s Board of Directors. In such a\nsituation, each holder of a Right (other than the acquiring person or group, whose Rights will become void and will not be exercisable)\nwill have the right to purchase, upon payment of the exercise price of $10.00 per Right (both the exercise price and the number of shares\nfor which a Right is exercisable being subject to adjustment from time to time as set forth in the Rights Plan) and in accordance with\nthe terms of the Rights Plan, a number of shares of the Company’s common stock having a market value of twice such price. In addition,\nif the Company is acquired in a merger or other business combination after an acquiring person acquires 15% or more of the Company’s\ncommon stock, each holder of a Right would thereafter have the right to purchase, upon payment of the then-current exercise price and\nin accordance with the terms of the Rights Plan, a number of shares of common stock of the acquiring person having a market value of\ntwice such price. The acquiring person or group will not be entitled to exercise Rights. Generally, the Rights Plan works by imposing\na significant penalty upon any person or group (including a group of persons acting in concert with each other) that acquires 15% or\nmore of the Company’s Common Stock without the approval of the Board. As a result, the overall effect of the Rights Plan and the\ndividend of the Rights may be to render more difficult, or discourage, a tender or exchange offer or other acquisition of the Company’s\nCommon Stock that is not approved by the Board. The Rights Plan does not prevent the Board from considering any offer that it considers\nto be in the best interests of the Company’s stockholders.\n\n \n\nThe\nfollowing is a summary of the terms of the Rights Plan. This summary is qualified in its entirety by reference to the complete text of\nthe Rights Plan, a copy of which is attached as Exhibit 4.1 to this Form 10-Q and incorporated herein by reference. Capitalized terms\nused but not defined herein have the meanings ascribed to such terms in the Rights Plan.\n\n \n\n*Distribution\nand Transfer of Rights*\n\n \n\nThe\nBoard has declared a dividend of one Right for each outstanding share of Common Stock. Prior to the Distribution Date (as defined below):\n\n \n\n●the\nRights will be evidenced by and trade with the certificates for the associated shares of\nCommon Stock (or, with respect to any uncertificated Common Stock registered in book-entry\nform, by notation in book-entry form), and no separate right certificates will be distributed;\n\n   \n\n●new\ncertificates for shares of Common Stock issued after the Record Date but prior to the earliest\nof the Distribution Date, the redemption or exchange of the rights (as described below) and\nthe Expiration Date (as defined below) or, in certain circumstances as stated in the Rights\nPlan, after the Distribution Date, will contain a legend incorporating the Rights Plan by\nreference (or, with respect to any uncertificated Common Stock registered in book-entry form,\nthis legend will be contained in a notation in book-entry form); and\n\n   \n\n●until\nthe earliest of the Distribution Date, the redemption of the Rights and the Expiration Date,\nthe surrender for transfer of any certificates for shares of Common Stock (or the surrender\nfor transfer of any uncertificated shares of Common Stock registered in book-entry form)\nwill also constitute the transfer of the Rights associated with such Common Stock.\n\n \n\n*Distribution\nDate*\n\n \n\nSubject\nto the terms of the Rights Plan, the Rights will separate from the Common Stock and become exercisable following the earlier of (i) the\ntenth business day after the Stock Acquisition Date (as defined below) and (ii) the tenth business day (or such later date as may be\ndetermined by action of the Board prior to such time as any person becomes an Acquiring Person (as defined below)) after the date of\nthe commencement by any person (other than an Exempt Person (as defined below)) of, or of the first public announcement of the intention\nof any such person to commence, a tender or exchange offer the consummation of which would result in any such person having beneficial\nownership of 15% or more of the Common Stock outstanding or becoming an Acquiring Person (the earlier of such dates being herein referred\nto as the “Distribution Date”); provided, however, that the Distribution Date shall in no event be prior to the Record\nDate. After the Distribution Date, the Company will promptly cause right certificates to be mailed (or, with respect to any uncertificated\nCommon Stock registered in book-entry form, cause book-entry notations to be made evidencing the distribution of Rights) to the Company’s\nstockholders and the Rights will become transferable apart from the Common Stock.\n\n \n\n*Stock\nAcquisition Date*\n\n \n\nThe\nStock Acquisition Date shall be the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person\nhas become such, or such earlier date as a majority of the Board shall become aware of the existence of an Acquiring Person.\n\n \n\n11\n\n \n\n \n\n*Acquiring\nPerson, Exempt Person, Grandfathered Person*\n\n \n\nSubject\nto the terms of the Rights Plan:\n\n \n\n●an\nAcquiring Person is any person who or which shall be the beneficial owner of 15% or more\nof the Common Stock then outstanding, but shall not include an Exempt Person or a Grandfathered\nPerson;\n\n   \n\n●Exempt\nPersons include the Company and any subsidiary of the Company, any employee benefit plan\nof the Company or any subsidiary of the Company and any entity or trustee holding (or acting\nin a fiduciary capacity in respect of) Common Stock for or pursuant to the terms of any such\nplan; and\n\n   \n\n●A\nGrandfathered Person is any person who or which, together with all affiliates and associates\nof such person, at the time of the first public announcement of the Rights Plan, is a beneficial\nowner of 15% or more of the Common Stock then outstanding.\n\n \n\n*Flip-In\nEvent*\n\n \n\nSubject\nto the terms of the Rights Plan, if a person becomes an Acquiring Person, then each Right will entitle the holder thereof to purchase,\nupon payment of the Purchase Price, adjusted in accordance with the terms of the Rights Plan, such number of shares of Common Stock as\nshall equal the result obtained by dividing the Purchase Price (as so adjusted) by 50% of the current market price per share of the Common\nStock.\n\n \n\nHowever,\nfrom and after any such Flip-In Event, any Rights that are beneficially owned by an Acquiring Person (or any affiliate, associate or\ntransferee of an Acquiring Person, including as a result of a transfer which the Board has determined is part of a plan, arrangement\nor understanding to avoid the provisions of the Rights Plan) shall be void and any holder of such Rights shall thereafter have no rights\nwhatsoever with respect to such Rights. \n\n \n\n*Redemption\nof Rights*\n\n \n\nThe\nRights will be redeemable at the Board’s sole discretion for $0.0001 per Right (payable in cash, Common Stock or other consideration\ndeemed appropriate by the Board) at any time prior to a Flip-In Event and up to five Business Days after a Flip-In Event. Immediately\nupon the action of the Board ordering redemption, the Rights will terminate and the only rights of the holders of the Rights will be\nto receive the $0.0001 redemption price. The redemption price will be adjusted if the Company undertakes a stock dividend, a stock split\nor similar transaction.\n\n \n\n*Exchange\nof Rights*\n\n \n\nAt\nany time after a Flip-In Event, the Board may exchange the Rights, in whole or in part, for Common Stock at an exchange ratio (subject\nto adjustment) of one share of Common Stock per Right. Notwithstanding the foregoing, the Board shall not be empowered to effect such\nexchange at any time after an Acquiring Person shall have become the beneficial owner of 50% or more of the Common Stock then outstanding.\n\n \n\n*Expiration\nDate*\n\n \n\nThe\nRights shall expire at the earliest of (i) May 12, 2027, (ii) the redemption or exchange of the Rights and (iii) the closing of a merger\nor other acquisition involving the Company as further described in the Rights Plan.\n\n \n\n*Amendment\nof Terms of Rights Plan and Rights*\n\n \n\nThe\nterms of the Rights Plan and the Rights may be amended by action of the Board in any respect without the consent of the holders of the\nRights for so long as the Rights are redeemable. Thereafter, the terms of the Rights Plan and the Rights may be amended by action of\nthe Board without the consent of the holders of Rights, provided that no such amendment may (a) adversely affect the interests of the\nholders of Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person) or cause the Rights again to become\nredeemable.\n\n \n\n*Rights\nof Holders*\n\n \n\nUntil\na Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation,\nthe right to vote or to receive dividends.\n\n \n\n12\n\n \n\n \n\n*Certain\nAnti-Takeover Effects*\n\n \n\nThe\nRights are not intended to prevent a takeover of the Company and should not interfere with any merger or other business combination approved\nby the Board. However, the Rights may cause substantial dilution to a person or group that acquires beneficial ownership of 15% or more\nof the outstanding Common Stock.\n\n* *\n\n*Preferred\nShare Provisions*\n\n* *\n\nEach\none one-thousandth of a share of Series C Preferred Stock, par value $0.0001 per share, of the Company (the “Series C Preferred\nShares”), if issued, will, among other things:\n\n \n\n●entitle\nholders thereof to 1,000 votes on all matters submitted to a vote of the stockholders of\nthe Company, subject to adjustment;\n\n   \n\n●in\nevent of any voluntary or involuntary liquidation, dissolution or winding up of the Company,\nthe holders of the Series C Preferred Shares shall be entitled to receive an amount per share,\nsubject to the provision for adjustment, equal to 1,000 times the aggregate amount to be\ndistributed per share to holders of Common Stock;\n\n  \n\n●other\nthan as provided for in the Rights Agreement, the Series C Preferred Shares shall not be\nredeemable; and\n\n   \n\n●the\nSeries C Preferred Share shall be junior to all other series of preferred stock as to the\npayment of dividends and the distribution of assets unless the terms of any series shall\nprovide otherwise;\n\n \n\nThe\nvalue of one one-thousandth interest in a Preferred Share should approximate the value of one share of Common Stock."}