Cover
Cover - shares | 3 Months Ended | ||
Mar. 31, 2022 | May 24, 2022 | ||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Quarterly Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2022 | ||
Document Fiscal Period Focus | Q1 | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41355 | ||
Entity Registrant Name | Sharps Technology, Inc. | ||
Entity Central Index Key | 0001737995 | ||
Entity Tax Identification Number | 82-3751728 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 105 Maxess Road | ||
Entity Address, City or Town | Melville | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 11747 | ||
City Area Code | 631 | ||
Local Phone Number | 574 -4436 | ||
Entity Current Reporting Status | [1] | No | |
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 9,172,356 | ||
Common Stock, $0.0001 par value [Member] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | STSS | ||
Security Exchange Name | NASDAQ | ||
Common Stock Purchase Warrants [Member] | |||
Title of 12(b) Security | Common Stock Purchase Warrants | ||
Trading Symbol | STSSW | ||
Security Exchange Name | NASDAQ | ||
[1] | The registrant became subject to the requirement to file reports on April 13, 2022 and has filed all reports required since April 13, 2022. |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 255,615 | $ 1,479,166 |
Prepaid expenses | 6,995 | 7,995 |
Inventory | 121,994 | 121,994 |
Current Assets | 384,604 | 1,609,155 |
Fixed Assets, net of accumulated depreciation | 3,939,894 | 3,763,332 |
Other Assets | 610,764 | 529,863 |
TOTAL ASSETS | 4,935,262 | 5,902,350 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 852,394 | 804,138 |
Notes payable, net of discount | 906,432 | 700,015 |
Contingent stock liability | 847,000 | 677,000 |
Contingent warrant liability | 702,000 | 585,000 |
Total Current Liabilities | 3,307,826 | 2,766,153 |
Commitments and Contingencies (Notes 5 and 13) Subsequent Events (Note 14) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 1 share issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,187,062 shares issued and outstanding 2022 and 2021 | 519 | 519 |
Common stock subscription receivable | (32,500) | |
Additional paid-in capital | 14,164,342 | 13,835,882 |
Accumulated deficit | (12,537,425) | (10,667,704) |
Total Stockholders’ Equity | 1,627,436 | 3,136,197 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 4,935,262 | $ 5,902,350 |
Condensed Balance Sheets (Pare
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,187,062 | 5,187,062 |
Common stock, shares outstanding | 5,187,062 | 5,187,062 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | ||
Operating expenses: | ||
Research and development | 506,375 | 467,564 |
General and administrative | 830,909 | 447,576 |
Total operating expenses | 1,337,284 | 915,140 |
Loss from operations | (1,337,284) | (915,140) |
Other income (expense) | ||
Interest income (expense) | (245,437) | 452 |
FMV adjustment for Contingent Stock and Warrants | (287,000) | |
Total Other Income (Expense) | (532,437) | 452 |
Net loss and comprehensive loss | $ (1,869,721) | $ (914,688) |
Net loss per share, basic and diluted | $ (0.36) | $ (0.20) |
Weighted average shares used to compute net loss per share, basic and diluted | 5,187,062 | 4,597,000 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common stock subscription receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning Balance at Dec. 31, 2020 | $ 460 | $ 8,133,655 | $ (6,003,292) | $ 2,130,823 | ||
Beginning Balance, shares at Dec. 31, 2020 | 1 | 4,597,000 | ||||
Net loss | (914,688) | (914,688) | ||||
Share-based payments | 189,237 | 189,237 | ||||
Issuance of common stock for equipment order | $ 1 | 99,999 | 100,000 | |||
Issuance of common stock for equipment order, shares | 14,286 | |||||
Ending Balance at Mar. 31, 2021 | $ 461 | 8,422,891 | (6,917,980) | 1,505,372 | ||
Ending Balance, shares at Mar. 31, 2021 | 1 | 4,611,286 | ||||
Beginning Balance at Dec. 31, 2021 | $ 519 | (32,500) | 13,835,882 | (10,667,704) | 3,136,197 | |
Beginning Balance, shares at Dec. 31, 2021 | 1 | 5,187,062 | ||||
Net loss | (1,869,721) | (1,869,721) | ||||
Share-based compensation charges | 328,460 | 328,460 | ||||
Collections of common stock subscriptions | 32,500 | 32,500 | ||||
Ending Balance at Mar. 31, 2022 | $ 519 | $ 14,164,342 | $ (12,537,425) | $ 1,627,436 | ||
Ending Balance, shares at Mar. 31, 2022 | 1 | 5,187,062 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,869,721) | $ (914,688) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 73,050 | |
Stock-based compensation | 223,947 | 189,237 |
Accretion of debt discount | 206,417 | |
FMV adjustment for Contingent Stock and Contingent Warrants | 287,000 | |
Changes in operating assets | ||
Prepaid expenses and other | 1,000 | (250) |
Other assets – deposits | (370) | |
Accounts payable and accrued liabilities | (137,744) | 10,000 |
Net cash used in operating activities | (1,216,051) | (716,071) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Deposits – Manufacturing Equipment | (850,000) | |
Other assets – Escrow | (40,000) | (75,000) |
Net cash used in investing activities | (40,000) | (925,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock subscriptions and subscriptions receivable | 32,500 | 1,310,000 |
Net cash provided by financing activities | 32,500 | 1,310,000 |
NET INCREASE (DECREASE) IN CASH | (1,223,551) | (331,071) |
CASH — BEGINNING OF PERIOD | 1,479,166 | 1,790,203 |
CASH — END OF PERIOD | 255,615 | 1,459,132 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 39,111 | |
Cash paid for taxes | ||
Non-cash investing and financing activity: | ||
Vested stock options and common stock for fixed assets acquired | 63,512 | 100,000 |
Vested stock options issued as consideration for acquisition | $ 40,901 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1. Description of Business Nature of Business Sharps Technology, Inc. (“Sharps” or the “Company”) is a pre-revenue medical device company that has designed and patented various safety syringes and is seeking commercialization by manufacturing and distribution of its products. The Company’s fiscal year ends on December 31. On April 14, 2022, the Company completed its Initial Public Offering and received net proceeds of $ 14.2 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and are expressed in U.S. dollars. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, difficult, and subjective judgment include the valuation and recognition of stock-based compensation expense, contingent stock liability, contingent warrant liability, inventory obsolescence provision, depreciation of fixed assets and deferred tax asset valuation. Actual results experienced by the Company may differ from management’s estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. Inventories The Company values inventory at the lower of cost (average cost) or net realizable value. Work-in-process and finished goods inventories consist of material, labor, and manufacturing overhead. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. A reserve is established for any excess or obsolete inventories or they may be written off. At March 31, 2022 and December 31, 2021, inventory is comprised of raw materials. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) Note 2. Summary of Significant Accounting Policies (continued) Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value. Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do no entail a significant degree of judgment. Level 2 Level 2 applied to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market date. Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. Level 3 Level 3 applied to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination for Level 3 instruments requires the most management judgment and subjectivity. Fixed Assets Fixed assets are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. The Company’s fixed assets consist of machinery, molds and website. Depreciation is calculated using the straight-line method commencing on the date the asset is operating in the way intended by management over the following useful lives: Machinery and Equipment – 3 10 3 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) Impairment of Long-Lived Assets Long-lived assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. There were no Goodwill and Purchased Identified Intangible Assets Goodwill When applicable, goodwill will be recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the third quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using weighted results derived from an income approach and a market approach. The income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as future revenue growth rates, new product and technology introductions, gross margins, operating expenses, discount rates, future economic and market conditions, and other assumptions. The market approach estimates the fair value of the Company’s equity by utilizing the market comparable method which is based on revenue multiples from comparable companies in similar lines of business. The Company then compares the derived fair value of a reporting unit with its carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Identified Intangible Assets When applicable, the Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. The Company evaluates the carrying value of indefinite-lived intangible assets on an annual basis, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) Stock-based Compensation Expense The Company measures its stock-based awards made to employees based on the estimated fair values of the awards as of the grant date. For stock option awards, the Company uses the Black-Scholes option-pricing model. For restricted stock awards, the estimated fair value is generally the fair market value of the underlying stock on the grant date. Stock-based compensation expense is recognized over the requisite service period and is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. The Company recognizes forfeitures of stock-based awards as they occur on a prospective basis. Stock-based compensation expense for awards granted to non-employees as consideration for services received is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be more reliably measured. Basic and Diluted Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations and comprehensive loss. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Income Taxes The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. The provision for income taxes was comprised of the Company’s current tax liability and changes in deferred income tax assets and liabilities. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. Deferred income taxes are determined based on the differences between the financial reporting and tax basis of assets and liabilities. The Company must assess the likelihood that it will be able to recover the Company’s deferred tax assets. If recovery is not likely on a more-likely-than-not basis, the Company must increase its provision for income taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. However, should there be a change in the Company’s ability to recover its deferred tax assets, the provision for income taxes would fluctuate in the period of such change. Research and Development Costs Research and development costs are expensed as incurred. Advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the related goods are delivered or the services are performed. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHD ENDED MARCH 31, 2022 AND 2021 (Unaudited) Note 2. Summary of Significant Accounting Policies (continued) Contingencies From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, the Company discloses the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). The Company does not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3. Recent Accounting Pronouncements In March 2020, the FASB issued ASC Topic 848, Reference Rate Reform On August 5, 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Earnings per Share The Company does not expect the adoption of any accounting pronouncements to have a material impact on the financial statements. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 4. Fixed Assets Fixed asset, net, as of March 31, 2022 and December 31, 2021, are summarized as follows: Schedule of Machinery and Equipment March 31, 2022 December 31, 2021 Website $ 16,600 $ 16,600 Machinery and equipment 4,028,378 3,778,766 Fixed asset, gross 4,044,978 3,795,366 Less: accumulated depreciation (105,084 ) (32,034 ) Fixed asset, net $ 3,939,894 $ 3,763,332 Depreciation expense of fixed assets for the three months ended March 31, 2022 and 2021 was $ 73,050 0 During the three months ended March 31 2022, the Company recorded $ 63,512 100,000 300,000 |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 5. Other Assets Other assets as of March 31, 2022 and December 31, 2021 are summarized as follows: Schedule of Other Assets 2022 2021 Acquisition (see below) $ 523,494 $ 472,701 Other (see Note 13) 87,270 57,162 Other assets $ 610,764 $ 529,863 Acquisition Agreement In June 2020, the Company entered into a Share Purchase Agreement (“Agreement”) and amendments to the Agreement through April 28, 2022, collectively, the Agreements, to purchase either the stock or certain assets of a manufacturing facility for $ 2.5 28,571 7.00 35,714 7.00 200,000 163,602 150,000 As of March 31, 2022, the Company has paid $ 150,000 Through the Closing Date, the Agreements provide the Company with the exclusive use of the facility in exchange for payment of the facility’s operating costs. The monthly fee (“Operating Costs”), which primarily covers the facility’s operating costs, is mainly comprised of the seller’s workforce costs, materials and other recurring monthly operating cost. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FIN ANCIAL STATEMENTS FOR THE THREE MONTHS ENDEDMARCH 31, 2022 AND 2021 (Unaudited) Note 5. Other Assets (continued) Acquisition Agreement The payment of the Operating Costs does not provide the Company with rights associated with a rent agreement. As a result, the payment of operating costs was concluded not to be in substance a lease agreement, and therefore no right-of-use asset or lease liability were recognized. During the three months ended March 31, 2022 and 2021, the Company had remitted $ 275,000 150,000 |
Note Purchase Agreement
Note Purchase Agreement | 3 Months Ended |
Mar. 31, 2022 | |
Note Purchase Agreement | |
Note Purchase Agreement | Note 6. Note Purchase Agreement On December 14, 2021, the Company entered into a Note Purchase Agreement (“NPA”) with three unrelated third-party purchasers (“Purchasers”). The Purchasers provided financing to the Company in the form of bridge financing, aggregating principal of $ 2,000,000 8% The NPA provides for covenants that until all of the Notes have been converted, exchanged, redeemed or otherwise satisfied in accordance with their terms, the Company shall not, and the Company shall not permit any of its subsidiaries without the prior written consent of the Purchasers, a) incur or guarantee any new debt, b) issue any securities that would cause a breach or default under the NPA, c) incur any liens other than permitted, d) redeem or repurchase shares, e) declare or pay any cash dividend or distribution, e) sell, lease or dispose of assets other than in the ordinary course of business or f) engage in different line of business. As additional consideration to the Purchasers for providing the financing, the Company also agreed to a) issue each Purchaser a number of shares of the Company’s Common Stock equal to 50% of the original principal amount each Purchaser’s Note (the “Contingent Stock”) and b) issue each Purchaser a number of warrants, which would allow the Purchasers to purchase additional shares of the Company’s Common Stock, equal to 50% of the original principal amount each Purchaser’s Note for a term of 5.5 years (the “Contingent Warrants”) For both the Contingent Stock and the Contingent Warrants, the number of shares and warrants that each Purchaser will be issued is unknown at the time of the NPA and will be determined based on a formula of 50% of the original principal amount divided by a “Subsequent Offering Price” based on the valuation in a future offering of Common stock or other equity interest in the Company (such offering referred to as a “Consummated Offering”) during the period beginning on December 14, 2021 through and including the date the Company consummates an initial public offering (“IPO”) (such period referred to as the “Subsequent Offering Period”). If the Company has a Consummated Offering, which is not an IPO, each Purchaser can elect to use the price per share of that Consummated Offering to determine the quantity of Contingent Stock and Contingent Warrants it would be issued from the Company. However, each Purchaser also has an option to elect not to use that price per share, but instead utilize the price per share from a future IPO to determine the quantity of Contingent Stock and Contingent Warrants it would be issued from the Company. In the event the Company has an offering that is not an IPO after December 14, 2021, and any Purchaser does not elect to utilize that per share price to determine the quantity of Contingent Stock or Contingent Warrants it would receive (with the plan to utilize a future IPO’s per share price), and there ultimately is no IPO in the future, the Company would not issue any Contingent Stock or Contingent Warrants to that Purchaser. In the event that the Company never has any Consummated Offering after December 14, 2021 (whether it be an IPO or other type of offering), the Contingent Stock and Contingent Warrants would never be issued to the Purchasers. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) Note 6. Note Purchase Agreement (continued) In accordance with ASC 480-10-25-14, a fixed monetary amount exists at inception for the total value of Contingent Stock that may be issued to each Purchaser. The Contingent Stock is not considered outstanding at inception, as it will only be issued upon the consummation of a Consummated Offering, and accordingly, is a conditional obligation. As such the fair market value (“FMV”) of the Contingent Stock at inception was $ 677,000 585,000 197,500 124,460 The Contingent Stock and Contingent Warrant liabilities were measured at FMV on the date of issuance (based on the December 31, 2021 Black-Scholes valuation model). In estimating the fair value of the Contingent Stock and Warrants on March 31, 2022, the Company estimated the probability of a Consummated Offering of 95%, a probability of the Note held to maturity of 4% and a dissolution factor of 1% Schedule Of Contingent Stock And Contingent Warrant Assumptions Stock Warrants Expected term (years) 0.5 5.5 Risk- Free interest rate 1.05 % 2.39 % Expected Volatility 75 % 92 % Dividend rate 0 % 0 % At inception, the Notes were recorded at the net amount of approximately $ 665,000 1,335,000 8% 39,111 206,417 The value of the Contingent Stock and Contingent Warrants is required to be re-measured at FMV at each reporting date (based on the Black-Scholes valuation model) with recognition of the changes in fair value to other income or expense in the consolidated statement of operations in accordance with ASC 480, Debt and Equity. For the three months ended March 31, 2022, the Company recorded a $ 287,000 Subsequent to March 31, 2022, the Company completed its IPO (See Note 14(a)) and repaid the $ 2,000,000 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7. Stockholders’ Equity Capital Structure On December 11, 2017, the Company was incorporated in Wyoming with 20,000,000 0.0001 50,000,000 10,000 0.001 Effective March 22, 2022, the Company completed a plan and agreement of merger with Sharps Technology, Inc., a Nevada corporation (“Sharps Nevada”). Pursuant to the merger agreement, (i) the Company merged with and into Sharps Nevada, (ii) each 3.5 shares of common stock of the Company were converted into one share of common stock of Sharps Nevada and (iii) the articles of incorporation and bylaws of Sharps Nevada, became the articles of incorporation and bylaws of the surviving corporation. The Company’s authorized common stock and preferred stock increased from 50,000,000 to 100,000,000 and 10,000 to 1,000,000 shares, respectively. The par value of preferred stock decreased from $ 0.001 to $ 0.0001 per share. Common Stock See Note 14(b) regarding Initial Public Offering. During the three months ended March 31, 2021, the Company completed stock subscriptions through a private placement for 187,143 7.00 1,310,000 |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | Note 8. Preferred Stock In February 2018, the Company Board of Directors issued one share of Series A Preferred Stock to Alan Blackman, the Company’s co-founder and Director. The Series A Preferred Stock entitles the holder to vote 50.1 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 9. Stock Options A summary of options granted and outstanding is presented below. Schedule of Stock Options Granted and Outstanding March 31, 2022 Shares Weighted Outstanding at Beginning of year 1,137,479 $ 5.18 Outstanding at end of period 1,137,479 $ 5.18 Exercisable at end of period 936,905 $ 4.94 As of March 31, 2022 there was $ 932,530 34 months The following table summarizes information about options outstanding at March 31, 2022: Schedule of Options Outstanding Exercise Shares Weighted Average Shares $ 1.75 97,143 $ 1.00 97,143 $ 2.80 155,714 $ 1.30 155,714 $ 4.38 344,286 $ 3.00 291,223 $ 7.00 540,336 $ 4.00 392,825 For the three months ended March 31, 2022 and 2021, the Company recognized stock-based compensation expense of $ 223,947 213,635 10,312 189,237 137,673 51,564 63,512 40,901 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes At the end of each interim reporting period, the Company estimates its effective tax rate expected to be applied for the full year. This estimate is used to determine the income tax provision or benefit on a year-to-date basis and may change in subsequent interim periods. Accordingly, the Company’s effective tax rate for the three months ended March 31, 2022 was 0 0 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) |
Related Party Transactions and
Related Party Transactions and Balances | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | Note 11. Related Party Transactions and Balances As of March 31, 2022 and December 31, 2021, accounts payable and accrued liabilities include $ 104,313 59,375 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12. Fair Value Measurements The Company’s financial instruments consisted of cash, accounts payable, notes payable, contingent stock liability and contingent warrant liability. Cash, contingent stock liability and contingent stock liability are measured at fair value. Accounts payable and notes payable are measured at amortized cost and approximates fair value due to their short duration and market rate for similar instruments, respectively. As of March 31, 2022, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the Company’s balance sheet: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Level 1 Level 2 Level 3 2022 Fair Value Measurements Using Balance as at March 31, Level 1 Level 2 Level 3 2022 $ $ $ $ Assets Cash 255,615 - - 255,615 Contingent stock liability - - 847,000 847,000 Contingent warrant liability - - 702,000 702,000 Total assets measured at fair value 255,615 - 1,549,000 1,804,615 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. Commitments and Contingencies Contingencies At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company is currently not involved in any litigation or other loss contingencies. Royalty Agreement In connection with the purchase of certain intellectual property in July 2017, Barry Berler and Alan Blackman entered into a royalty agreement which provides that Barry Berler will be entitled to a royalty of four percent ( 4% In September 2018, the Royalty Agreement was amended to reduce the royalty to 2% 500,000 2% SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) Note 13. Commitments and Contingencies (continued) Fixed Asset The Company has an outstanding order to purchase molds of $ 120,000 80,000 Engagement Agreement On October 2, 2021, the Company entered into an engagement agreement with Aegis Capital Corp. (“Aegis”), and on January 21, 2022, the engagement agreement was amended. Pursuant to the engagement agreement as amended, the Company engaged Aegis to act as underwriter in connection with a proposed public offering of common stock and warrants by the Company. The agreement contemplates that (subject to execution of an underwriting agreement for the offering) Aegis would be entitled to an 8% 1% warrants to purchase 5% of the number of shares of common stock sold in the offering, with an exercise price equal to 125% of the public offering price and a term of four years and six months commencing six months from the closing of the offering |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events (a) Initial Public Offering: On April 13, 2022, the Company completed its initial public offering (“IPO”) which was declared effective by the Security and Exchange Commission (SEC), and the Company’s common stock and warrants began trading on the Nasdaq Capital Market or Nasdaq on April 14, 2022 and which closed on April 19, 2022. As a result, the unaudited consolidated financial statements as of March 31, 2022 do not reflect the impact of the IPO. The net proceeds from the IPO, prior to payments of certain listing and professional fees were approximately $ 14.2 2 (b) In connection with the repayment of the Note Payable, the Company issued to the Note holders 235,294 235,294 (c) Subsequent to the IPO, the Company awarded 267,500 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and are expressed in U.S. dollars. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, difficult, and subjective judgment include the valuation and recognition of stock-based compensation expense, contingent stock liability, contingent warrant liability, inventory obsolescence provision, depreciation of fixed assets and deferred tax asset valuation. Actual results experienced by the Company may differ from management’s estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. |
Inventories | Inventories The Company values inventory at the lower of cost (average cost) or net realizable value. Work-in-process and finished goods inventories consist of material, labor, and manufacturing overhead. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. A reserve is established for any excess or obsolete inventories or they may be written off. At March 31, 2022 and December 31, 2021, inventory is comprised of raw materials. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) Note 2. Summary of Significant Accounting Policies (continued) |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value. Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do no entail a significant degree of judgment. Level 2 Level 2 applied to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market date. Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. Level 3 Level 3 applied to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination for Level 3 instruments requires the most management judgment and subjectivity. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. The Company’s fixed assets consist of machinery, molds and website. Depreciation is calculated using the straight-line method commencing on the date the asset is operating in the way intended by management over the following useful lives: Machinery and Equipment – 3 10 3 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. There were no Goodwill and Purchased Identified Intangible Assets |
Goodwill | Goodwill When applicable, goodwill will be recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the third quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using weighted results derived from an income approach and a market approach. The income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as future revenue growth rates, new product and technology introductions, gross margins, operating expenses, discount rates, future economic and market conditions, and other assumptions. The market approach estimates the fair value of the Company’s equity by utilizing the market comparable method which is based on revenue multiples from comparable companies in similar lines of business. The Company then compares the derived fair value of a reporting unit with its carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. |
Identified Intangible Assets | Identified Intangible Assets When applicable, the Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. The Company evaluates the carrying value of indefinite-lived intangible assets on an annual basis, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited) |
Stock-based Compensation Expense | Stock-based Compensation Expense The Company measures its stock-based awards made to employees based on the estimated fair values of the awards as of the grant date. For stock option awards, the Company uses the Black-Scholes option-pricing model. For restricted stock awards, the estimated fair value is generally the fair market value of the underlying stock on the grant date. Stock-based compensation expense is recognized over the requisite service period and is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. The Company recognizes forfeitures of stock-based awards as they occur on a prospective basis. Stock-based compensation expense for awards granted to non-employees as consideration for services received is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be more reliably measured. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations and comprehensive loss. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
Income Taxes | Income Taxes The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. The provision for income taxes was comprised of the Company’s current tax liability and changes in deferred income tax assets and liabilities. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. Deferred income taxes are determined based on the differences between the financial reporting and tax basis of assets and liabilities. The Company must assess the likelihood that it will be able to recover the Company’s deferred tax assets. If recovery is not likely on a more-likely-than-not basis, the Company must increase its provision for income taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. However, should there be a change in the Company’s ability to recover its deferred tax assets, the provision for income taxes would fluctuate in the period of such change. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the related goods are delivered or the services are performed. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHD ENDED MARCH 31, 2022 AND 2021 (Unaudited) Note 2. Summary of Significant Accounting Policies (continued) |
Contingencies | Contingencies From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, the Company discloses the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). The Company does not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Machinery and Equipment | Fixed asset, net, as of March 31, 2022 and December 31, 2021, are summarized as follows: Schedule of Machinery and Equipment March 31, 2022 December 31, 2021 Website $ 16,600 $ 16,600 Machinery and equipment 4,028,378 3,778,766 Fixed asset, gross 4,044,978 3,795,366 Less: accumulated depreciation (105,084 ) (32,034 ) Fixed asset, net $ 3,939,894 $ 3,763,332 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets as of March 31, 2022 and December 31, 2021 are summarized as follows: Schedule of Other Assets 2022 2021 Acquisition (see below) $ 523,494 $ 472,701 Other (see Note 13) 87,270 57,162 Other assets $ 610,764 $ 529,863 |
Note Purchase Agreement (Tables
Note Purchase Agreement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Note Purchase Agreement | |
Schedule Of Contingent Stock And Contingent Warrant Assumptions | Schedule Of Contingent Stock And Contingent Warrant Assumptions Stock Warrants Expected term (years) 0.5 5.5 Risk- Free interest rate 1.05 % 2.39 % Expected Volatility 75 % 92 % Dividend rate 0 % 0 % |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Granted and Outstanding | A summary of options granted and outstanding is presented below. Schedule of Stock Options Granted and Outstanding March 31, 2022 Shares Weighted Outstanding at Beginning of year 1,137,479 $ 5.18 Outstanding at end of period 1,137,479 $ 5.18 Exercisable at end of period 936,905 $ 4.94 |
Schedule of Options Outstanding | The following table summarizes information about options outstanding at March 31, 2022: Schedule of Options Outstanding Exercise Shares Weighted Average Shares $ 1.75 97,143 $ 1.00 97,143 $ 2.80 155,714 $ 1.30 155,714 $ 4.38 344,286 $ 3.00 291,223 $ 7.00 540,336 $ 4.00 392,825 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | As of March 31, 2022, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the Company’s balance sheet: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Level 1 Level 2 Level 3 2022 Fair Value Measurements Using Balance as at March 31, Level 1 Level 2 Level 3 2022 $ $ $ $ Assets Cash 255,615 - - 255,615 Contingent stock liability - - 847,000 847,000 Contingent warrant liability - - 702,000 702,000 Total assets measured at fair value 255,615 - 1,549,000 1,804,615 |
Description of Business (Detail
Description of Business (Details Narrative) - Subsequent Event [Member] - USD ($) $ in Millions | Apr. 14, 2022 | Apr. 13, 2022 |
Subsequent Event [Line Items] | ||
Initial public offering | $ 14.2 | |
IPO [Member] | ||
Subsequent Event [Line Items] | ||
Initial public offering | $ 14.2 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Impairment losses | $ 0 | $ 0 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment asset useful life | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment asset useful life | 10 years | |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment asset useful life | 3 years |
Schedule of Machinery and Equip
Schedule of Machinery and Equipment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Fixed asset, gross | $ 4,044,978 | $ 3,795,366 |
Less: accumulated depreciation | (105,084) | (32,034) |
Fixed asset, net | 3,939,894 | 3,763,332 |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed asset, gross | 16,600 | 16,600 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed asset, gross | $ 4,028,378 | $ 3,778,766 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Depreciation | $ 73,050 | $ 0 |
Balance due on machinery | 300,000 | |
Common Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Acquisition of machinery | $ 100,000 | |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Acquisition of machinery | $ 63,512 |
Schedule of Other Assets (Detai
Schedule of Other Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Acquisition (see below) | $ 523,494 | $ 472,701 |
Other (see Note 13) | 87,270 | 57,162 |
Other assets | $ 610,764 | $ 529,863 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - Share Purchase Agreement [Member] - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Asset acquisition | $ 2,500,000 | ||
Escrow deposit | $ 150,000 | ||
Operating costs | 275,000 | $ 150,000 | |
Equity Option [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock options issued | 35,714 | ||
Exercise price | $ 7 | ||
Additional consideration, value | 163,602 | ||
Common Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Additional consideration, shares | 28,571 | ||
Share price | $ 7 | ||
Additional consideration, value | $ 200,000 |
Schedule Of Contingent Stock An
Schedule Of Contingent Stock And Contingent Warrant Assumptions (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Contingent Stock [Member] | |
Expected term (years) | 6 months |
Risk- Free interest rate | 1.05% |
Expected Volatility | 75.00% |
Dividend rate | 0.00% |
Contingent Warrant [Member] | |
Expected term (years) | 5 years 6 months |
Risk- Free interest rate | 2.39% |
Expected Volatility | 92.00% |
Dividend rate | 0.00% |
Note Purchase Agreement (Detail
Note Purchase Agreement (Details Narrative) - USD ($) | Dec. 14, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Contingent stock liability | $ 847,000 | $ 677,000 | |
Contingent warrants liability | $ 702,000 | 585,000 | |
Note Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Interest rate | 8.00% | ||
Contingent stock liability | 677,000 | ||
Contingent warrants liability | 585,000 | ||
Allocation of debt issuance cost to contingent stock and contingent warrants | $ 124,460 | ||
Contingent stock and warrant liabilities description | The Contingent Stock and Contingent Warrant liabilities were measured at FMV on the date of issuance (based on the December 31, 2021 Black-Scholes valuation model). In estimating the fair value of the Contingent Stock and Warrants on March 31, 2022, the Company estimated the probability of a Consummated Offering of 95%, a probability of the Note held to maturity of 4% and a dissolution factor of 1% | ||
Notes payable | $ 665,000 | ||
Debt discount | 1,335,000 | ||
Interest expense | 39,111 | ||
Accreted interest | 206,417 | ||
Notes payable, fair value | 287,000 | ||
Proceeds from issuance IPO | $ 2,000,000 | ||
Note Purchase Agreement [Member] | Unrelated Third Party Purchasers [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument face amount | $ 2,000,000 | ||
Interest rate | 8.00% | ||
Debt description | As additional consideration to the Purchasers for providing the financing, the Company also agreed to a) issue each Purchaser a number of shares of the Company’s Common Stock equal to 50% of the original principal amount each Purchaser’s Note (the “Contingent Stock”) and b) issue each Purchaser a number of warrants, which would allow the Purchasers to purchase additional shares of the Company’s Common Stock, equal to 50% of the original principal amount each Purchaser’s Note for a term of 5.5 years (the “Contingent Warrants”) | ||
Debt issuance costs | $ 197,500 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Mar. 22, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 21, 2022 | Dec. 31, 2021 | Apr. 18, 2019 | Dec. 11, 2017 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, share authorized | 100,000,000 | 100,000,000 | 50,000,000 | 100,000,000 | 50,000,000 | 20,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 10,000 | 1,000,000 | 10,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.0001 | $ 0.001 | ||
Conversion of Stock, Description | Pursuant to the merger agreement, (i) the Company merged with and into Sharps Nevada, (ii) each 3.5 shares of common stock of the Company were converted into one share of common stock of Sharps Nevada and (iii) the articles of incorporation and bylaws of Sharps Nevada, became the articles of incorporation and bylaws of the surviving corporation. | ||||||
Common Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Issuance of shares | 14,286 | ||||||
Private Placement [Member] | Common Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Issuance of shares | 187,143 | ||||||
Share price | $ 7 | ||||||
Proceeds from issuance of private placement | $ 1,310,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) | Feb. 18, 2018 |
Series A Preferred Stock [Member] | Director [Member] | |
Class of Stock [Line Items] | |
Ownership interest percentage | 50.10% |
Schedule of Stock Options Grant
Schedule of Stock Options Granted and Outstanding (Details) | Mar. 31, 2022$ / sharesshares |
Share-Based Payment Arrangement [Abstract] | |
Stock option, beginning balance | shares | 1,137,479 |
Weighted average exercise price, beginning balance | $ / shares | $ 5.18 |
Stock option, ending balance | shares | 1,137,479 |
Weighted average exercise price, ending balance | $ / shares | $ 5.18 |
Stock option, exercisable | shares | 936,905 |
Weighted average exercise price, exercisable | $ / shares | $ 4.94 |
Schedule of Options Outstanding
Schedule of Options Outstanding (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Exercise Price Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock option, exercise price | $ / shares | $ 1.75 |
Stock option, shares outstanding | 97,143 |
Stock option, weighted average remaining contractual life | 1 year |
Stock option, shares exercisable | 97,143 |
Exercise Price Range Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock option, exercise price | $ / shares | $ 2.80 |
Stock option, shares outstanding | 155,714 |
Stock option, weighted average remaining contractual life | 1 year 3 months 18 days |
Stock option, shares exercisable | 155,714 |
Exercise Price Range Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock option, exercise price | $ / shares | $ 4.38 |
Stock option, shares outstanding | 344,286 |
Stock option, weighted average remaining contractual life | 3 years |
Stock option, shares exercisable | 291,223 |
Exercise Price Range Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock option, exercise price | $ / shares | $ 7 |
Stock option, shares outstanding | 540,336 |
Stock option, weighted average remaining contractual life | 4 years |
Stock option, shares exercisable | 392,825 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized stock based compensation | $ 932,530 | |
Recognized over a weighted average period | 34 months | |
Share based compensation | $ 223,947 | $ 189,237 |
Machinery and Equipment [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Payment to acquire machinery | 63,512 | |
Acquisition costs | 40,901 | |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation | 213,635 | 137,673 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation | $ 10,312 | $ 51,564 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate percentage | 0.00% | 0.00% |
Related Party Transactions an_2
Related Party Transactions and Balances (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Officers and Directors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accounts payable and accrued liabilities | $ 104,313 | $ 59,375 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) | Mar. 31, 2022USD ($) |
Assets | |
Cash | $ 255,615 |
Contingent stock liability | 847,000 |
Contingent warrant liability | 702,000 |
Total assets measured at fair value | 1,804,615 |
Fair Value, Inputs, Level 1 [Member] | |
Assets | |
Cash | 255,615 |
Contingent stock liability | |
Contingent warrant liability | |
Total assets measured at fair value | 255,615 |
Fair Value, Inputs, Level 2 [Member] | |
Assets | |
Cash | |
Contingent stock liability | |
Contingent warrant liability | |
Total assets measured at fair value | |
Fair Value, Inputs, Level 3 [Member] | |
Assets | |
Cash | |
Contingent stock liability | 847,000 |
Contingent warrant liability | 702,000 |
Total assets measured at fair value | $ 1,549,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 22, 2022 | Jan. 21, 2022 | May 31, 2019 | Sep. 30, 2018 | Jul. 31, 2017 | Mar. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payments to acquire molds | $ 120,000 | |||||
Other assets | $ 80,000 | |||||
Conversion of stock description | Pursuant to the merger agreement, (i) the Company merged with and into Sharps Nevada, (ii) each 3.5 shares of common stock of the Company were converted into one share of common stock of Sharps Nevada and (iii) the articles of incorporation and bylaws of Sharps Nevada, became the articles of incorporation and bylaws of the surviving corporation. | |||||
Royalty Agreement [Member] | Barry Berler [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty percentage | 2.00% | 2.00% | 4.00% | |||
Single payment obligation | $ 500,000 | |||||
Engagement Agreement [Member] | Aegis Capital Corp [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Underwriting discount percentage | 8.00% | |||||
Non-accountable expense allowance, percentage | 1.00% | |||||
Conversion of stock description | warrants to purchase 5% of the number of shares of common stock sold in the offering, with an exercise price equal to 125% of the public offering price and a term of four years and six months commencing six months from the closing of the offering |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) $ in Millions | Apr. 14, 2022 | Apr. 13, 2022 |
Subsequent Event [Line Items] | ||
Net proceeds from initial public offering | $ 14.2 | |
Note Holders [Member] | ||
Subsequent Event [Line Items] | ||
Issuance of warrants | 235,294 | |
Note Holders [Member] | Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Issuance of stock | 235,294 | |
Officers Directors and Employees [Member] | 2022 Equity Incentive Plan [Member] | ||
Subsequent Event [Line Items] | ||
Stock option, awarded | 267,500 | |
IPO [Member] | ||
Subsequent Event [Line Items] | ||
Net proceeds from initial public offering | $ 14.2 | |
Proceeds to repay the Note Payable | $ 2 |