Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
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, Address Line Two | Ste. 124 |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 105 Maxess Road |
Entity Address, Address Line Two | Ste. 124 |
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 |
Contact Personnel Name | Robert M. Hayes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | |||
Cash | $ 6,389,839 | $ 1,479,166 | $ 1,790,203 |
Prepaid expenses & other current assets | 76,440 | 7,995 | 50,000 |
Inventory | 233,742 | 121,994 | |
Total Current Assets | 6,700,021 | 1,609,155 | 1,840,203 |
Fixed Assets, net of accumulated depreciation | 6,644,490 | 3,763,332 | 21,265 |
Other Assets | 188,701 | 529,863 | 370,600 |
TOTAL ASSETS | 13,533,212 | 5,902,350 | 2,232,068 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 712,260 | 804,138 | 101,245 |
Notes payable, net of discount | 700,015 | ||
Contingent stock liability | 677,000 | ||
Contingent warrant liability | 585,000 | ||
Warrant liability | 3,101,102 | ||
Total Current Liabilities | 3,813,362 | 2,766,153 | 101,245 |
Going Concern (Note 1) | |||
Commitments and Contingencies (Note 15) | |||
Subsequent Event (Note 16) | |||
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; 9,207,415 shares issued and outstanding at September 30, 2022 (5,187,062 shares issued and outstanding December 31, 2021) | 922 | 519 | 460 |
Common stock subscription receivable | (32,500) | ||
Additional paid-in capital | 24,367,585 | 13,835,882 | 8,133,655 |
Accumulated other comprehensive loss | (190,863) | ||
Accumulated deficit | (14,457,794) | (10,667,704) | (6,003,292) |
Total Stockholders’ Equity | 9,719,850 | 3,136,197 | 2,130,823 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 13,533,212 | $ 5,902,350 | $ 2,232,068 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1 | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 | 1 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 9,207,415 | 5,187,062 | 5,187,062 |
Common stock, shares outstanding | 9,207,415 | 5,187,062 | 5,187,062 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenue, net | ||||||
Operating expenses: | ||||||
Research and development | 457,627 | 355,891 | 1,520,870 | 1,198,966 | 1,690,865 | 827,005 |
General and administrative | 1,339,448 | 985,390 | 4,401,158 | 1,868,342 | 2,806,801 | 1,506,421 |
Total operating expenses | 1,797,075 | 1,341,281 | 5,922,028 | 3,067,308 | (4,497,666) | (2,333,426) |
Loss from operations | (1,797,075) | (1,341,281) | (5,922,028) | (3,067,308) | (4,497,666) | (2,333,426) |
Other income (expense) | ||||||
Interest income (expense) | 11,332 | 33 | (1,334,612) | 724 | (166,746) | 3,333 |
FMV gain (loss) adjustment for derivatives | (635,283) | 3,443,647 | ||||
Other | 14,896 | 14,896 | ||||
Foreign exchange gain | 8,007 | 8,007 | ||||
Write-off of fixed asset | (10,201) | |||||
Total Other Income (Expense) | (601,048) | 33 | 2,131,938 | 724 | ||
Net loss | $ (2,398,123) | $ (1,341,248) | $ (3,790,090) | $ (3,066,584) | $ (4,664,412) | $ (2,340,294) |
Net loss per share, basic and diluted | $ (0.26) | $ (0.27) | $ (0.49) | $ (0.62) | $ (0.96) | $ (0.55) |
Weighted average shares used to compute net loss per share, basic and diluted | 9,207,386 | 4,945,010 | 5,959,577 | 4,789,670 | 4,876,899 | 4,232,765 |
Other comprehensive loss | ||||||
Foreign currency translation | $ (190,863) | $ (190,863) | ||||
Total Comprehensive Loss | $ (2,588,986) | $ (1,341,248) | $ (3,980,953) | $ (3,066,584) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Subscription Receivable [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 393 | $ 4,223,524 | $ (3,662,998) | $ 560,919 | |||
Balance, shares at Dec. 31, 2019 | 3,927,714 | ||||||
Net income (loss) | (2,340,294) | (2,340,294) | |||||
Share-based compensation charges | 485,198 | 485,198 | |||||
Issuance of common stock from subscriptions | $ 67 | 3,424,933 | 3,425,000 | ||||
Issuance of common stock from subscriptions, shares | 669,286 | ||||||
Issuance of common stock for equipment order | $ 3,425,000 | ||||||
Issuance of common stock for equipment order, shares | 669,286 | ||||||
Balance at Dec. 31, 2020 | $ 460 | 8,133,655 | (6,003,292) | 2,130,823 | |||
Balance, shares at Dec. 31, 2020 | 1 | 4,597,000 | |||||
Net income (loss) | (914,689) | (914,689) | |||||
Share-based compensation charges | 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 | ||||||
Balance at Mar. 31, 2021 | $ 461 | 8,422,891 | (6,917,981) | 1,505,371 | |||
Balance, shares at Mar. 31, 2021 | 1 | 4,611,286 | |||||
Balance at Dec. 31, 2020 | $ 460 | 8,133,655 | (6,003,292) | 2,130,823 | |||
Balance, shares at Dec. 31, 2020 | 1 | 4,597,000 | |||||
Net income (loss) | (3,066,584) | ||||||
Balance at Sep. 30, 2021 | $ 505 | (50,000) | 12,472,043 | (9,069,876) | 3,384,672 | ||
Balance, shares at Sep. 30, 2021 | 1 | 5,050,715 | |||||
Balance at Dec. 31, 2020 | $ 460 | 8,133,655 | (6,003,292) | 2,130,823 | |||
Balance, shares at Dec. 31, 2020 | 1 | 4,597,000 | |||||
Net income (loss) | (4,664,412) | (4,664,412) | |||||
Share-based compensation charges | 1,571,857 | 1,571,857 | |||||
Shares issued for services | 20,000 | 20,000 | |||||
Shares issued for services, shares | 2,857 | ||||||
Issuance of common stock from subscriptions | $ 49 | (32,500) | 3,410,380 | 3,377,929 | |||
Issuance of common stock from subscriptions, shares | 487,205 | ||||||
Issuance of common stock as advance on asset acquisition | $ 3 | 199,997 | 200,000 | ||||
Issuance of common stock as advance on asset acquisition, shares | 71,429 | ||||||
Issuance of common stock for equipment order | $ 7 | 499,993 | 500,000 | ||||
Issuance of common stock for equipment order, shares | 71,429 | ||||||
Balance at Dec. 31, 2021 | $ 519 | (32,500) | 13,835,882 | (10,667,704) | 3,136,197 | ||
Balance, shares at Dec. 31, 2021 | 1 | 5,187,062 | |||||
Balance at Mar. 31, 2021 | $ 461 | 8,422,891 | (6,917,981) | 1,505,371 | |||
Balance, shares at Mar. 31, 2021 | 1 | 4,611,286 | |||||
Net income (loss) | (810,647) | (810,647) | |||||
Share-based compensation charges | 104,766 | 104,766 | |||||
Issuance of common stock from subscriptions | $ 24 | 1,659,976 | 1,660,000 | ||||
Issuance of common stock from subscriptions, shares | 237,143 | ||||||
Issuance of common stock for equipment order | $ 6 | 399,994 | 400,000 | ||||
Issuance of common stock for equipment order, shares | 57,143 | ||||||
Balance at Jun. 30, 2021 | $ 491 | 10,587,627 | (7,728,628) | 2,859,490 | |||
Balance, shares at Jun. 30, 2021 | 1 | 4,905,572 | |||||
Net income (loss) | (1,341,248) | (1,341,248) | |||||
Share-based compensation charges | 900,000 | 900,000 | |||||
Shares issued for services | 20,000 | 20,000 | |||||
Shares issued for services, shares | 2,857 | ||||||
Issuance of common stock from subscriptions | $ 11 | (50,000) | 764,419 | 746,430 | |||
Issuance of common stock from subscriptions, shares | 113,715 | ||||||
Issuance of common stock as advance on asset acquisition | $ 3 | 199,997 | 200,000 | ||||
Issuance of common stock as advance on asset acquisition, shares | 28,571 | ||||||
Balance at Sep. 30, 2021 | $ 505 | (50,000) | 12,472,043 | (9,069,876) | 3,384,672 | ||
Balance, shares at Sep. 30, 2021 | 1 | 5,050,715 | |||||
Balance at Dec. 31, 2021 | $ 519 | (32,500) | 13,835,882 | (10,667,704) | 3,136,197 | ||
Balance, shares at Dec. 31, 2021 | 1 | 5,187,062 | |||||
Net income (loss) | (1,869,721) | (1,869,721) | |||||
Share-based compensation charges | 328,460 | 328,460 | |||||
Collections of common stock subscriptions | 32,500 | 32,500 | |||||
Balance at Mar. 31, 2022 | $ 519 | 14,164,342 | (12,537,425) | 1,627,436 | |||
Balance, shares at Mar. 31, 2022 | 1 | 5,187,062 | |||||
Balance at Dec. 31, 2021 | $ 519 | (32,500) | 13,835,882 | (10,667,704) | 3,136,197 | ||
Balance, shares at Dec. 31, 2021 | 1 | 5,187,062 | |||||
Net income (loss) | (3,790,090) | ||||||
Shares issued for services | $ 60,551 | ||||||
Shares issued for services, shares | 35,000 | ||||||
Balance at Sep. 30, 2022 | $ 922 | 24,367,585 | (190,863) | (14,457,794) | $ 9,719,850 | ||
Balance, shares at Sep. 30, 2022 | 1 | 9,207,415 | |||||
Balance at Mar. 31, 2022 | $ 519 | 14,164,342 | (12,537,425) | 1,627,436 | |||
Balance, shares at Mar. 31, 2022 | 1 | 5,187,062 | |||||
Net income (loss) | 477,754 | 477,754 | |||||
Share-based compensation charges | 365,606 | 365,606 | |||||
Shares issued in Initial Public Offering | $ 375 | 8,974,282 | 8,974,657 | ||||
Shares issued in Initial Public Offering, shares | 3,750,000 | ||||||
Issuance of shares for contingent stock liability | $ 24 | 495,976 | 496,000 | ||||
Issuance of shares for contingent stock liability, shares | 235,294 | ||||||
Fractional share adjustment | |||||||
Fractional share adjustment, shares | 59 | ||||||
Shares issued for services | $ 4 | 60,547 | 60,551 | ||||
Shares issued for services, shares | 35,000 | ||||||
Balance at Jun. 30, 2022 | $ 922 | 24,060,753 | (12,059,671) | 12,002,004 | |||
Balance, shares at Jun. 30, 2022 | 1 | 9,207,415 | |||||
Net income (loss) | (2,398,123) | (2,398,123) | |||||
Share-based compensation charges | 306,832 | 306,832 | |||||
Foreign currency translation | (190,863) | (190,863) | |||||
Balance at Sep. 30, 2022 | $ 922 | $ 24,367,585 | $ (190,863) | $ (14,457,794) | $ 9,719,850 | ||
Balance, shares at Sep. 30, 2022 | 1 | 9,207,415 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (3,790,090) | $ (3,066,584) | $ (4,664,412) | $ (2,340,294) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 283,189 | 6,149 | 28,699 | 11,038 |
Stock-based compensation | 876,851 | 932,722 | 1,195,819 | 485,198 |
Write-off of fixed asset | 10,201 | |||
Common stock issued for services | 60,551 | 20,000 | 20,000 | |
Accretion of debt discount | 1,299,985 | 159,515 | ||
FMV adjustment for Contingent Stock | (181,000) | |||
FMV adjustment for Contingent Warrants and Warrants | (3,262,649) | |||
IPO Issuance costs relating to Warrants | 550,433 | |||
Foreign exchange loss (gain) | (8,007) | |||
Changes in operating assets | ||||
Prepaid expenses and other current assets | (68,445) | 50,000 | 42,005 | (50,000) |
Inventory | (9,961) | (117,989) | (121,994) | |
Other Assets | (12,000) | (10,262) | ||
Accounts payable and accrued liabilities | (129,877) | 220,748 | 202,894 | 759 |
Net cash used in operating activities | (4,391,020) | (1,954,954) | (3,147,736) | (1,883,098) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Deposits paid on fixed assets included in other assets | (111,014) | (1,060,170) | (46,900) | (295,600) |
Purchase of fixed assets | (2,221,830) | (16,600) | ||
Acquisition of machinery and equipment | (468,669) | (846,540) | ||
Asset Acquisition & Escrow | (2,365,576) | (85,262) | (75,000) | (75,000) |
Net cash used in investing activities | (2,945,259) | (1,991,972) | (2,343,730) | (387,200) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Repayment of note payable | (2,000,000) | |||
Net Proceeds from Initial Public Offering Units | 14,202,975 | |||
Proceeds from subscriptions and subscriptions receivable | 32,500 | 2,406,430 | 3,377,929 | 3,425,000 |
Net proceeds from notes payable, contingent stock liability, contingent warrant liability | 1,802,500 | |||
Net cash provided by financing activities | 12,235,475 | 2,406,430 | 5,180,429 | 3,425,000 |
Effect of exchange rate changes on cash | 11,477 | |||
NET INCREASE (DECREASE) IN CASH | 4,910,673 | (1,540,496) | (311,037) | 1,154,702 |
CASH — BEGINNING OF PERIOD | 1,479,166 | 1,790,203 | 1,790,203 | 635,501 |
CASH — END OF PERIOD | 6,389,839 | 249,707 | 1,479,166 | 1,790,203 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | 47,111 | 4,000 | ||
Cash paid for taxes | 1,127 | |||
Non-cash investing and financing activities: | ||||
Common stock issued and vested stock options for fixed assets acquired | 753,336 | |||
Common stock issued and vested stock options issued as consideration for acquisition | 60,435 | 302,251 | $ 322,701 | |
FMV for Common stock issued for contingent shares | 496,000 | |||
Common stock issued and vested stock options issued for deposits on fixed assets included in other assets | $ 63,612 | $ 659,030 |
Description of Business
Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 accompanying consolidated financial statements include the accounts of Sharps Technology, Inc. and its wholly owned subsidiary, Safegard Medical, Inc, collectively referred to as the “Company.” The consolidated balance sheet as of September 30, 2022, the consolidated statements of operations and comprehensive loss and stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, and the consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 (the “interim statements”) are unaudited. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and operating results for the interim periods have been made. Certain information and footnote disclosure, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted. The interim statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 and notes thereto contained in the Company’s Form S-1 filed with the Securities and Exchange Commission. The consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The Company’s fiscal year ends on December 31. On April 13, 2022, the Company’s Initial Public Offering was deemed effective with trading commencing on April 14, 2022. The Company received net proceeds of $ 14.2 | Note 1. Description of Business and Going Concern 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. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not generated revenue or cash flow from operations since inception. As at December 31, 2021, the Company had a working capital deficit of $ 1,156,998 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated 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, 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 September 30, 2022 and December 31, 2021, inventory is comprised of raw materials and components. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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. The Company’s outstanding warrants are fair valued with the trading price which could cause fluctuations in operating results at the reporting periods. 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 not 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 data. 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 land, building, machinery and equipment, 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: Building – 20 3 10 3 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 impairment losses recognized during the three and nine months ended September 30, 2022 and 2021. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) Note 2. Summary of Significant Accounting Policies (continued) 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 The Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 years. 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. 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. Derivative Instruments The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 480”), Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) Note 2. Summary of Significant Accounting Policies (continued) At their issuance date and as of September 30, 2022, the warrants (see Notes 8 and 10) were accounted for as liabilities as these instruments did not meet all of the requirements for equity classification under ASC 815-40 based on the terms of the aforementioned warrants. The resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized in the Company’s consolidated statement of operations and comprehensive loss. Foreign Currency Translation/Transactions The Company has determined that the functional currency for its foreign subsidiary is the local currency. For financial reporting purposes, assets and liabilities denominated in foreign currencies are translated at current exchange rates and profit and loss accounts are translated at weighted average exchange rates. Resulting translation gains and losses are included as a separate component of stockholders’ equity as accumulated other comprehensive income or loss. Gains or losses resulting from transactions entered into in other than the functional currency are recorded as foreign exchange gains and losses in the consolidated statements of operations and comprehensive loss. Comprehensive income (loss) Comprehensive income (loss) consists of the Company’s consolidated net loss and foreign currency translation adjustments. Foreign currency translation adjustments included in comprehensive loss were not tax effected as the Company has a full valuation allowance at September 30, 2022 and 2021. Accumulated other comprehensive income (loss) is a separate component of stockholders’ equity and consists of the cumulative foreign currency translation adjustments. 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 consolidated 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. As at September 30, 2022, there were 10,552,773 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 CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 consolidated 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. | 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, 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 December 31, 2021, inventory is comprised of raw materials. 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. SHARPS TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 Note 2. Summary of Significant Accounting Policies (continued) 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 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. The Company wrote-off $ 10,201 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. SHARPS TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 Note 2. Summary of Significant Accounting Policies (continued) 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. 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. Compensation expense for awards granted to non-employees is periodically re-measured as the underlying awards vest. 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 FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 consolidated financial statements. | Note 3. Recent Accounting Pronouncements Adoptions of New Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, 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 FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 |
Fixed Assets
Fixed Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Fixed Assets | Note 4. Fixed Assets Fixed asset, net, as of September 30, 2022 and December 31, 2021, are summarized as follows: Schedule of Property, Plant and Equipment September 30, 2022 December 31, 2021 Land $ 205,442 $ - Building 2,232,779 - Machinery and Equipment 4,501,756 3,778,766 Website 16,600 16,600 Fixed asset, gross 6,956,577 3,795,366 Less: accumulated depreciation (312,087 ) (32,034 ) Fixed asset, net $ 6,644,490 $ 3,763,332 Depreciation expense of fixed assets for the nine months ended September 30, 2022 and 2021 was $ 280,053 6,149 During the nine months ended September 30, 2022, the Company recorded $ 63,612 100,000 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) | Note 4. Fixed Assets Fixed asset, net, as of December 31, 2021 and 2020, are summarized as follows: Schedule of Property, Plant and Equipment 2021 2020 Website $ 16,600 $ 16,600 Machinery and equipment 3,778,766 8,000 Fixed asset, gross 3,795,366 24,600 Less: accumulated depreciation (32,034 ) (3,335 ) Fixed asset, net $ 3,763,332 $ 21,265 Depreciation expense of fixed assets for the years ended December 31, 2021 and 2020 was $ 28,699 11,038 3,770,766 16,600 10,201 During 2020, the Company entered into orders for tooling, machinery and equipment with a third party for approximately $ 1,150,000 295,600 861,660 1,157,260 During 2021, the Company has made payments of $ 1,360,170 71,429 7.00 71,429 7.00 500,000 253,337 500,000 |
Other Assets
Other Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other Assets | Note 6. Other Assets Other assets as of September 30, 2022 and December 31, 2021 are summarized as follows: Schedule of Other Assets September 30, December 31, 2022 2021 Acquisition (see Note 5) $ - $ 472,701 Intangibles 55,426 - Deposits on machinery and molds (see Note 15) 111,013 - Other 22,262 57,162 Other assets $ 188,701 $ 529,863 Intangibles are related to the Asset Acquistion (see Note 5) that occurred in July 2022. Intangibles, as of September 30, 2022, consist of an acquired workforce and permits. Amortization for the three and nine months ended September 30, 2022 was $ 3,136 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) | Note 5. Other Assets Other assets as of December 31, 2021 and 2020 are summarized as follows: Schedule of Other Assets 2021 2020 Acquisition (see below) $ 472,701 $ 75,000 Intangibles - Deposits on machinery and molds (see Note 15) - Assembly machine (see Note 4) - 295,600 Other (see Note 13) 57,162 - Other assets $ 529,863 $ 370,600 Acquisition Agreement In June 2020, the Company entered into a Share Purchase Agreement (“Agreement”) and amendments to the Agreement through February 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 7.00 200,000 122,701 150,000 As of December 31,2021 and 2020, the Company has paid $ 150,000 75,000 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 costs. 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 2021 and 2020, the Company had remitted $ 850,000 345,000 SHARPS TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 |
Note Purchase Agreement
Note Purchase Agreement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Note Purchase Agreement | ||
Note Purchase Agreement | Note 7. 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 5.0 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”). 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 Black-Scholes valuation model). At inception, the Notes were recorded at the net amount of approximately $ 665,000 1,335,000 8 39,111 nil 1,299,895 nil 2,000,000 The Contingent Stock and Contingent Warrant liabilities were measured at FMV on the date of issuance using the Black-Scholes valuation model. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) Note 7. Note Purchase Agreement (continued) The value of the Contingent Stock and Contingent Warrants is required to be re-measured at FMV at each reporting date, using either the Black-Scholes valuation model or other valuation method, 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. On April 19, 2022, the Company issued 235,295 496,000 In connection with the closing of the IPO, 235,295 4.25 502,648 585,000 82,352 | 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 both the Contingent Shares 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. 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 Black-Scholes valuation model). In estimating the fair value of the Contingent Stock and Warrants at the inception date and December 31, 2021, the Company estimated the probability of a Consummated Offering of 80% and a probability of the note held to maturity of 15%. Schedule Of Contingent Stock And Contingent Warrant Assumptions Stock Warrants Expected term (years) .5 5.5 Risk- Free interest rate .13 % 1.27 % Expected Volatility 99 % 92 % Dividend rate 0 % 0 % SHARPS TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 Note 6. Note Purchase Agreement (continued) The Notes were recorded at the net amount of approximately $ 665,000 1,335,000 8 8,000 35,000 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. At December 31, 2021, no FMV adjustment was required. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stockholders’ Equity | Note 8. 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 50,000,000 100,000,000 10,000 1,000,000 0.001 0.0001 Common Stock On April 13, 2022, the Company’s initial public offering (“IPO”) was declared effective by the SEC pursuant to which the Company issued and sold an aggregate of 3,750,000 4.25 five years 1,125,000 The Company’s common stock and warrants began trading on the Nasdaq Capital Market or Nasdaq on April 14, 2022. The net proceeds from the IPO, prior to payments of certain listing and professional fees were approximately $ 14.2 During the nine months ended September 30, 2022, the Company issued 35,000 60,551 235,295 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) Note 8. Stockholders’ Equity (continued) Warrants a) In connection with the IPO in April 2022, the Company issued 7,500,000 1,125,000 5,778,750 3,018,750 (618,413) 2,760,000 b) The Company has issued 235,295 4.25 157,647 16,870 75,295 c) The underwriter received 187,500 11,250 5.32 228,655 93.47 2.77 0 | 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 Common Stock During 2021, the Company completed stock subscriptions through a private placement for 487,204 7.00 3,377,929 32,500 71,429 500,000 28,571 2,857 20,000 During 2020, the Company raised $ 3,425,000 669,286 5.12 |
Preferred Stock
Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Preferred Stock | Note 9. 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 on any matters related to the election of directors and was reduced from 50.1 29.5 10 | 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 FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 |
Stock Options
Stock Options | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock Options | Note 11. Stock Options A summary of options granted and outstanding is presented below: Schedule of Stock Options Granted and Outstanding September 30, 2022 Shares Weighted Average Exercise Price Outstanding at beginning of period 1,137,479 $ 5.18 Options granted 367,500 1.63 Outstanding at end of period 1,504,979 $ 4.32 Exercisable at end of period 1,208,015 $ 4.48 During the nine months ended September 30 2022, the Company issued 367,500 1.08 4.25 680,881 The following table summarizes information about options outstanding at September 30, 2022: Schedule of Information About Options Outstanding Exercise Prices Shares Outstanding Weighted Average Remaining Contractual Life Shares Exercisable $ 1.08 1.39 317,500 $ 4.67 152,915 $ 1.75 97,143 $ .75 97,143 $ 2.80 155,714 $ 1.00 155,714 $ 4.25 50,000 $ 4.75 31,250 $ 4.38 344,286 $ 2.75 346,929 $ 7.00 540,336 $ 3.75 424,064 For the three months ended September 30, 2022 and 2021, the Company recognized stock-based compensation expense of $ 287,298 264,269 23,029 606,315 573,911 32,404 For the nine months ended September 30, 2022 and 2021, the Company recognized stock-based compensation expense of $ 876,851 803,640 73,211 932,722 838,442 94,280 19,534 60,435 The fair value of stock option awards accounted for under ASC 718 was estimated at the date of grant using the Black-Scholes option-pricing model. | Note 9. Stock Options A summary of options granted and outstanding is presented below. Schedule of Stock Options Granted and Outstanding 2021 2020 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Outstanding at Beginning of year 792,857 $ 3.64 540,000 $ 2.98 Granted 511,764 7.00 267,143 4.66 Cancelled (21,985 ) (4.38 ) Forfeited (145,157 ) $ (2.57 ) (14,286 ) $ (1.75 ) Outstanding at end of year 1,137,479 $ 5.18 792,857 $ 3.64 Exercisable at end of year 825,847 $ 5.38 561,870 $ 3.22 During the years ended December 31, 2021 and 2020, the estimated weighted-average grant-date fair value of options granted was $ 4.55 2.73 1,260,990 421,874 37 18 The following table summarizes information about options outstanding at December 31, 2021: Schedule of Information About Options Outstanding Exercise Prices Shares Outstanding Aggregate Intrinsic Value Weighted Average Remaining Contractual Life Shares Exercisable Aggregate Intrinsic Value on Exercisable Shares $ 1.75 97,143 $ 510,000 1.37 97,143 $ 510,000 $ 2.80 155,714 $ 654,000 1.58 155,714 $ 654,000 $ 4.38 344,286 $ 903,750 3.24 279,589 $ 733,900 $ 7.00 540,336 $ - 4.39 293,401 $ - The aggregate intrinsic values of stock options outstanding and exercised December 31, 2021 were calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock on December 31, 2021. In 2021 and 2020, the Company recognized stock-based compensation expense of $ 1,195,819 1,091,227 104,592 485,198 483,227 1,971 253,337 122,701 The fair value of stock option awards accounted for under ASC 718 was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Schedule of Fair Value of Stock Option Awards Year Ended Year Ended Expected term (years) 2.50 3.25 1.62 3.50 Expected volatility 97.26 116.06 % 72.67 90.82 % Risk-free interest rate 0.18 0.81 % 0.16 1.37 % Dividend rate 0 % 0 % SHARPS TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 Note 9. Stock Options (continued) Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 12. 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 and nine months ended September 30, 2022 was 0 0 | Note 10. Income Taxes A reconciliation of the Federal statutory rate ( 28 Schedule of Reconciliation of Federal Statutory Rate to Total Effective Rate Year Ended Year Ended December 31, 2021 December 31, 2020 Expected benefit at statutory federal tax rate $ (979,527 ) $ (491,462 ) State and local taxes, net of federal tax benefit (311,373 ) (155,505 ) Other (57,563 ) 264,094 Change in valuation allowance 1,348,463 382,873 Income tax expense (benefit) $ - $ - The components of the Company’s deferred tax assets are as follows: Schedlue of Components of Deferred Tax Assets Year Ended Year Ended Deferred tax assets: Fixed assets $ 3,837 $ 10,169 Interest 46,361 Stock-based compensation 637,112 305,822 Net operating losses - federal 1,687,053 963558 Net operating losses – state and local 536,282 304,883 Research Credit 28,985 6,735 Gross deferred tax assets 2,939,630 1,591,167 Less Valuation Allowance (2,939,630 ) (1,591,167 ) Net deferred tax assets $ - $ - The authoritative guidance, requires the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. The guidance also requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence needs to be considered, including a company’s current and past performance, the market environment in which the company operates, length of carryback and carryforward periods and existing contracts that will result in future profits. After reviewing all the evidence, the company has recorded a full valuation allowance. SHARPS TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 Note 10. Income Taxes (continued) At December 31, 2021 the Company had federal net operating loss carryforwards of $ 8,034,000 8,034,000 expire through 2041 The Company files a Federal and New York State tax returns on a year ending December 31, previously as of June 30. The years that remain subject to examination are the years ended June 30, 2018 and June 30, 2019, six months ended December 31, 2019 and the year ended December 31, 2020 On March 27, 2020, the CARES Act was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, and modifications to the net interest deduction limitations. While the Company continues to evaluate the impact of the CARES Act, it does not currently believe it will have a material impact on the Company’s income taxes or related disclosures. |
Related Party Transactions and
Related Party Transactions and Balances | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions and Balances | Note 13. Related Party Transactions and Balances As of September 30, 2022 and December 31, 2021, accounts payable and accrued liabilities include $ 148,000 59,375 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) | Note 11. Related Party Transactions and Balances As of December 31, 2021 and 2020, accounts payable and accrued liabilities include $ 59,375 47,500 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 14. Fair Value Measurements The Company’s financial instruments include cash, accounts payable, notes payable, contingent stock and warrant liability and warrant liability. Cash, contingent stock liability, contingent warrant liability and warrant 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 September 30, 2022, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the Company’s consolidated balance sheet: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Level 1 Level 2 Level 3 June 30, 2022 Fair Value Measurements Using Balance as at Level 1 Level 2 Level 3 September 30, 2022 Assets Cash 6,389,839 - - $ 6,389,839 - - - Total assets measured at fair value $ 6,389,839 - $ 6,389,839 Liabilities Warrant liability $ 3,101,102 - - $ 3,101,102 Total liabilities measured at fair value $ 3,101,102 - - $ 3,101,102 | 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 December 31, 2021, 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 2021 Fair Value Measurements Using Balance as at December 31, Level 1 Level 2 Level 3 2021 $ $ $ $ Assets Cash 1,479,166 - - 1,479,166 Contingent stock liability - - 677,000 677,000 Contingent warrant liability - - 585,000 585,000 Total assets measured at fair value 1,479,166 - 1,262,000 2,741,166 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 15. Commitments and Contingencies Fixed Asset At September 30, 2022, the Company has outstanding orders to purchase equipment and molds of $ 239,664 111,013 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 material 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 CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) Note 15. Commitments and Contingencies (continued) Employment Agreements On August 1, 2022, the Company cancelled the consulting agreement with Alan Blackman, Co- Chairman and Chief Operating Officer and entered into an Employment Agreement which provides for annual salary of $ 256,000 250,000 On September 30, 2022, the Company entered into a formal employment agreement, effective on such date and will continue until terminated by either party, subject to the terms of the agreement, with Andrew R. Crescenzo who has been serving as the Company’s Chief Financial Officer on a contract services basis for the last three years, The agreement provided for annual compensation of $ 225,000 18,750 | 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. SHARPS TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 Note 13. Commitments and Contingencies (continued) Consulting Agreements In connection with the purchase of certain intellectual property in July 2017, Barry Berler and Alan Blackman entered into a consulting agreement whereby Barry Berler was paid a fee of $ 4,500 The agreement was a five-year agreement (“Agreement”), which provided that the consulting fee increases to $5,500 per month over a two-year period. The Consulting agreement was assumed by the Company in December 2017 and services under the agreement began in April 2018. Subsequent to April 2018, the Agreement has been amended to provide for additional services being performed. Effective January 1, 2020, consulting fees were $ 15,000 18,000 216,000 38,571 7.00 3 The Company has a consulting agreement, dated December 2020, with Alan Blackman, the Company’s co-founder, chief operating officer and chief investment officer. Under the agreement. Mr. Blackman is entitled to compensation of $ 18,000 216,000 38,571 7.00 3 The Company has consulting arrangements with Board members and other parties for monthly fees. The consultants provide general business, research and development, regulatory and medical advisory services. The arrangements provide for cancellation by the Company with three to six months’ notice. 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 FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 Employment Agreement The Company hired and entered into an employment agreement with its Chief Executive Officer on September 9, 2021. The agreement is cancellable by either party with sixty-days’ notice. The agreement provides for annual compensation of $ 270,000 114,286 7.00 25 thirty-six Fixed Asset The Company has an outstanding order to purchase molds of $ 120,000 40,000 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% underwriting discount, a 1% non-accountable expense allowance, reimbursement of certain expenses, and 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. The agreement has a termination date of twelve months from the date thereof or upon completion of the proposed offering |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 16. Subsequent Event Subsequent Events In October 2022, the Company entered into a service agreement (“Service Agreement”) with an unrelated third-party for marketing and investor relations services. The Service Agreement, which has a term of one year, has various deliverables and provides payments to the third party as follows; a) an initial fee of $ 90,000 12,500 200,000 300,000 | Note 14. Subsequent Events (a) The Company has evaluated subsequent events through March 14, 2022, except for Note 14(b) as to which the date is March 28, 2022, which is the date the financial statements were available to be issued. (b) 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 was 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 50,000,000 100,000,000 10,000 1,000,000 0.001 0.0001 |
Asset Acquisition
Asset Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | Note 5. Asset Acquisition In June 2020, the Company entered into a Share Purchase Agreement (“Agreement”) with Safegard Medical (“Safegard”) and amendments to the Agreement, 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 10,000 4.25 200,000 183,136 Through the Closing Date, the Agreements provided 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 covered the facility’s operating costs, was mainly comprised of the seller’s workforce costs, materials and other recurring monthly operating cost. During the three and nine months ended September 30, 2022, the Company had remitted $ nil 250,000 683,000 770,000 The acquisition of Safegard, which closed on July 6, 2022, was accounted for as an asset acquisition in accordance with ASC 805-50 by using the cost accumulation model. The cost of the acquisition was $ 2,936,712 53,576 The relative fair value of the assets acquired is as follows: Schedule of Fair Value of Assets Acquisition Land $ 220,000 Building and affixed assets 2,391,000 Machinery 154,000 Inventory 109,000 Intangibles 62,712 Total $ 2,936,712 The useful lives for the acquired assets is Building - 20 5 5 |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2022 | |
Warrant Liability | |
Warrant Liability | Note 10. Warrant Liability The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented as a Warrant liability in the accompanying consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the consolidated statement of operations and comprehensive loss. (See Notes 7 and 8) The Warrant liability at September 30, 2022 was as follows: Schedule of Warrant Liability Note Warrants $ 82,352 Trading and Overallotment Warrants 3,018,750 Total $ 3,101,102 The following table presents the changes in the Warrant liability of the Level 1 warrants issued on April 14, 2022, the effective date of the IPO measured at fair value: Schedule of Changes in the Warrant Liability Total FMV of Note Warrants, at issuance $ 157,647 FMV of Trading and Overallotment Warrants, at issuance 5,778,750 Change in fair value of warrant liability, issuance through September 30, 2022 (2,835,295 ) Fair Value at September 30, 2022 $ 3,101,102 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying consolidated 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. | 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, 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. | 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, 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. | 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 September 30, 2022 and December 31, 2021, inventory is comprised of raw materials and components. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) Note 2. Summary of Significant Accounting Policies (continued) | 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 December 31, 2021, inventory is comprised of raw materials. |
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. The Company’s outstanding warrants are fair valued with the trading price which could cause fluctuations in operating results at the reporting periods. 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 not 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 data. 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. | 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. SHARPS TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 Note 2. Summary of Significant Accounting Policies (continued) 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 land, building, machinery and equipment, 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: Building – 20 3 10 3 | 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 |
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 impairment losses recognized during the three and nine months ended September 30, 2022 and 2021. | 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. The Company wrote-off $ 10,201 no |
Goodwill and Purchased Identified Intangible Assets | 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. | 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 | Identified Intangible Assets The Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 years. 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. | 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. |
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. | 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. Compensation expense for awards granted to non-employees is periodically re-measured as the underlying awards vest. |
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 consolidated 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. As at September 30, 2022, there were 10,552,773 | 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. | 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. | 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. |
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 consolidated 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. | 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. |
Derivative Instruments | Derivative Instruments The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 480”), Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) Note 2. Summary of Significant Accounting Policies (continued) At their issuance date and as of September 30, 2022, the warrants (see Notes 8 and 10) were accounted for as liabilities as these instruments did not meet all of the requirements for equity classification under ASC 815-40 based on the terms of the aforementioned warrants. The resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized in the Company’s consolidated statement of operations and comprehensive loss. | |
Foreign Currency Translation/Transactions | Foreign Currency Translation/Transactions The Company has determined that the functional currency for its foreign subsidiary is the local currency. For financial reporting purposes, assets and liabilities denominated in foreign currencies are translated at current exchange rates and profit and loss accounts are translated at weighted average exchange rates. Resulting translation gains and losses are included as a separate component of stockholders’ equity as accumulated other comprehensive income or loss. Gains or losses resulting from transactions entered into in other than the functional currency are recorded as foreign exchange gains and losses in the consolidated statements of operations and comprehensive loss. | |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) consists of the Company’s consolidated net loss and foreign currency translation adjustments. Foreign currency translation adjustments included in comprehensive loss were not tax effected as the Company has a full valuation allowance at September 30, 2022 and 2021. Accumulated other comprehensive income (loss) is a separate component of stockholders’ equity and consists of the cumulative foreign currency translation adjustments. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment | Fixed asset, net, as of September 30, 2022 and December 31, 2021, are summarized as follows: Schedule of Property, Plant and Equipment September 30, 2022 December 31, 2021 Land $ 205,442 $ - Building 2,232,779 - Machinery and Equipment 4,501,756 3,778,766 Website 16,600 16,600 Fixed asset, gross 6,956,577 3,795,366 Less: accumulated depreciation (312,087 ) (32,034 ) Fixed asset, net $ 6,644,490 $ 3,763,332 | Fixed asset, net, as of December 31, 2021 and 2020, are summarized as follows: Schedule of Property, Plant and Equipment 2021 2020 Website $ 16,600 $ 16,600 Machinery and equipment 3,778,766 8,000 Fixed asset, gross 3,795,366 24,600 Less: accumulated depreciation (32,034 ) (3,335 ) Fixed asset, net $ 3,763,332 $ 21,265 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Other Assets | Other assets as of September 30, 2022 and December 31, 2021 are summarized as follows: Schedule of Other Assets September 30, December 31, 2022 2021 Acquisition (see Note 5) $ - $ 472,701 Intangibles 55,426 - Deposits on machinery and molds (see Note 15) 111,013 - Other 22,262 57,162 Other assets $ 188,701 $ 529,863 | Other assets as of December 31, 2021 and 2020 are summarized as follows: Schedule of Other Assets 2021 2020 Acquisition (see below) $ 472,701 $ 75,000 Intangibles - Deposits on machinery and molds (see Note 15) - Assembly machine (see Note 4) - 295,600 Other (see Note 13) 57,162 - Other assets $ 529,863 $ 370,600 |
Note Purchase Agreement (Tables
Note Purchase Agreement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Note Purchase Agreement | |
Schedule Of Contingent Stock And Contingent Warrant Assumptions | Schedule Of Contingent Stock And Contingent Warrant Assumptions Stock Warrants Expected term (years) .5 5.5 Risk- Free interest rate .13 % 1.27 % Expected Volatility 99 % 92 % Dividend rate 0 % 0 % |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 September 30, 2022 Shares Weighted Average Exercise Price Outstanding at beginning of period 1,137,479 $ 5.18 Options granted 367,500 1.63 Outstanding at end of period 1,504,979 $ 4.32 Exercisable at end of period 1,208,015 $ 4.48 | A summary of options granted and outstanding is presented below. Schedule of Stock Options Granted and Outstanding 2021 2020 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Outstanding at Beginning of year 792,857 $ 3.64 540,000 $ 2.98 Granted 511,764 7.00 267,143 4.66 Cancelled (21,985 ) (4.38 ) Forfeited (145,157 ) $ (2.57 ) (14,286 ) $ (1.75 ) Outstanding at end of year 1,137,479 $ 5.18 792,857 $ 3.64 Exercisable at end of year 825,847 $ 5.38 561,870 $ 3.22 |
Schedule of Information About Options Outstanding | The following table summarizes information about options outstanding at September 30, 2022: Schedule of Information About Options Outstanding Exercise Prices Shares Outstanding Weighted Average Remaining Contractual Life Shares Exercisable $ 1.08 1.39 317,500 $ 4.67 152,915 $ 1.75 97,143 $ .75 97,143 $ 2.80 155,714 $ 1.00 155,714 $ 4.25 50,000 $ 4.75 31,250 $ 4.38 344,286 $ 2.75 346,929 $ 7.00 540,336 $ 3.75 424,064 | The following table summarizes information about options outstanding at December 31, 2021: Schedule of Information About Options Outstanding Exercise Prices Shares Outstanding Aggregate Intrinsic Value Weighted Average Remaining Contractual Life Shares Exercisable Aggregate Intrinsic Value on Exercisable Shares $ 1.75 97,143 $ 510,000 1.37 97,143 $ 510,000 $ 2.80 155,714 $ 654,000 1.58 155,714 $ 654,000 $ 4.38 344,286 $ 903,750 3.24 279,589 $ 733,900 $ 7.00 540,336 $ - 4.39 293,401 $ - |
Schedule of Fair Value of Stock Option Awards | The fair value of stock option awards accounted for under ASC 718 was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Schedule of Fair Value of Stock Option Awards Year Ended Year Ended Expected term (years) 2.50 3.25 1.62 3.50 Expected volatility 97.26 116.06 % 72.67 90.82 % Risk-free interest rate 0.18 0.81 % 0.16 1.37 % Dividend rate 0 % 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Federal Statutory Rate to Total Effective Rate | Schedule of Reconciliation of Federal Statutory Rate to Total Effective Rate Year Ended Year Ended December 31, 2021 December 31, 2020 Expected benefit at statutory federal tax rate $ (979,527 ) $ (491,462 ) State and local taxes, net of federal tax benefit (311,373 ) (155,505 ) Other (57,563 ) 264,094 Change in valuation allowance 1,348,463 382,873 Income tax expense (benefit) $ - $ - |
Schedlue of Components of Deferred Tax Assets | The components of the Company’s deferred tax assets are as follows: Schedlue of Components of Deferred Tax Assets Year Ended Year Ended Deferred tax assets: Fixed assets $ 3,837 $ 10,169 Interest 46,361 Stock-based compensation 637,112 305,822 Net operating losses - federal 1,687,053 963558 Net operating losses – state and local 536,282 304,883 Research Credit 28,985 6,735 Gross deferred tax assets 2,939,630 1,591,167 Less Valuation Allowance (2,939,630 ) (1,591,167 ) Net deferred tax assets $ - $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | As of September 30, 2022, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the Company’s consolidated balance sheet: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Level 1 Level 2 Level 3 June 30, 2022 Fair Value Measurements Using Balance as at Level 1 Level 2 Level 3 September 30, 2022 Assets Cash 6,389,839 - - $ 6,389,839 - - - Total assets measured at fair value $ 6,389,839 - $ 6,389,839 Liabilities Warrant liability $ 3,101,102 - - $ 3,101,102 Total liabilities measured at fair value $ 3,101,102 - - $ 3,101,102 | As of December 31, 2021, 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 2021 Fair Value Measurements Using Balance as at December 31, Level 1 Level 2 Level 3 2021 $ $ $ $ Assets Cash 1,479,166 - - 1,479,166 Contingent stock liability - - 677,000 677,000 Contingent warrant liability - - 585,000 585,000 Total assets measured at fair value 1,479,166 - 1,262,000 2,741,166 |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Assets Acquisition | The relative fair value of the assets acquired is as follows: Schedule of Fair Value of Assets Acquisition Land $ 220,000 Building and affixed assets 2,391,000 Machinery 154,000 Inventory 109,000 Intangibles 62,712 Total $ 2,936,712 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Warrant Liability | |
Schedule of Warrant Liability | The Warrant liability at September 30, 2022 was as follows: Schedule of Warrant Liability Note Warrants $ 82,352 Trading and Overallotment Warrants 3,018,750 Total $ 3,101,102 |
Schedule of Changes in the Warrant Liability | The following table presents the changes in the Warrant liability of the Level 1 warrants issued on April 14, 2022, the effective date of the IPO measured at fair value: Schedule of Changes in the Warrant Liability Total FMV of Note Warrants, at issuance $ 157,647 FMV of Trading and Overallotment Warrants, at issuance 5,778,750 Change in fair value of warrant liability, issuance through September 30, 2022 (2,835,295 ) Fair Value at September 30, 2022 $ 3,101,102 |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) | 9 Months Ended | ||||
Apr. 19, 2022 | Apr. 14, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Working capital | $ 1,156,998 | ||||
Initial public offering | $ 14,202,975 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Initial public offering | $ 14,200,000 | $ 14,200,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Impairment of write off | $ 10,201 | ||
Impairment losses | $ 0 | ||
Stock Options and Warrants [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities share | 10,552,773 | ||
Machinery and Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment asset useful life | 3 years | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment asset useful life | 10 years | 10 years | |
Website [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment asset useful life | 3 years | 3 years | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment asset useful life | 20 years |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Fixed asset, gross | $ 6,956,577 | $ 3,795,366 | $ 24,600 |
Less: accumulated depreciation | (312,087) | (32,034) | (3,335) |
Fixed asset, net | 6,644,490 | 3,763,332 | 21,265 |
Website [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed asset, gross | 16,600 | 16,600 | 16,600 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed asset, gross | 4,501,756 | 3,778,766 | $ 8,000 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed asset, gross | 205,442 | ||
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed asset, gross | $ 2,232,779 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 09, 2022 | Sep. 30, 2021 | Jan. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation | $ 280,053 | $ 6,149 | $ 28,699 | $ 11,038 | ||||
Acquisition of machinery and equipment | 3,770,766 | 3,770,766 | ||||||
Acquisition of machinery | 468,669 | $ 846,540 | ||||||
Fixed assets of write off | 10,201 | |||||||
Payment of machinery and equipment | 2,221,830 | 16,600 | ||||||
Machinery transferred to fixed assets | $ 1,157,260 | |||||||
Payments to acquire assembly machine | $ 1,360,170 | |||||||
Exercise price | $ 5.32 | $ 4.38 | ||||||
Additional consideration, value | $ 200,000 | $ 200,000 | ||||||
Balance due on fixed assets | 500,000 | |||||||
Balance due on machinery | 100,000 | |||||||
Equity Option [Member] | ||||||||
Additional consideration, value | $ 253,337 | |||||||
Common Stock [Member] | ||||||||
Additional consideration, shares | 28,571 | 28,571 | 71,429 | |||||
Share price | $ 7 | |||||||
Fair market value for purchase of assets | $ 500,000 | |||||||
Additional consideration, value | $ 3 | 3 | ||||||
Other Assets [Member] | ||||||||
Payment of machinery and equipment | 295,600 | |||||||
Third Party [Member] | ||||||||
Acquisition of machinery and equipment | 1,150,000 | |||||||
Payment of machinery and equipment | $ 861,660 | |||||||
Equity Option [Member] | ||||||||
Acquisition of machinery | $ 63,612 | $ 16,600 | ||||||
Stock options issued | 71,429 | |||||||
Exercise price | $ 7 |
Schedule of Other Assets (Detai
Schedule of Other Assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Acquisition (see Note 5) | $ 472,701 | $ 75,000 | |
Intangibles | 55,426 | ||
Deposits on machinery and molds (see Note 15) | 111,013 | ||
Assembly machine (see Note 4) | 295,600 | ||
Other | 22,262 | 57,162 | |
Other assets | $ 188,701 | $ 529,863 | $ 370,600 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 09, 2022 | Jul. 06, 2022 | Jan. 31, 2021 | Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Exercise price | $ 5.32 | $ 4.38 | ||||||||
Additional consideration, value | $ 200,000 | $ 200,000 | ||||||||
Amortization | $ 3,136 | $ 3,136 | ||||||||
Equity Option [Member] | ||||||||||
Additional consideration, value | $ 253,337 | |||||||||
Equity Option [Member] | ||||||||||
Stock options issued | 71,429 | |||||||||
Exercise price | $ 7 | |||||||||
Common Stock [Member] | ||||||||||
Additional consideration, shares | 28,571 | 28,571 | 71,429 | |||||||
Share price | $ 7 | |||||||||
Additional consideration, value | $ 3 | $ 3 | ||||||||
Share Purchase Agreement [Member] | ||||||||||
Asset acquisition | $ 2,500,000 | |||||||||
Escrow deposit | 150,000 | $ 75,000 | ||||||||
Operating costs | $ 250,000 | $ 683,000 | $ 770,000 | $ 850,000 | $ 345,000 | |||||
Share Purchase Agreement [Member] | Equity Option [Member] | ||||||||||
Additional consideration, value | $ 183,136 | |||||||||
Share Purchase Agreement [Member] | Equity Option [Member] | Other Assets [Member] | ||||||||||
Additional consideration, value | 122,701 | |||||||||
Share Purchase Agreement [Member] | Equity Option [Member] | ||||||||||
Stock options issued | 35,714 | |||||||||
Exercise price | $ 7 | |||||||||
Share Purchase Agreement [Member] | Common Stock [Member] | ||||||||||
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) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Risk- Free interest rate | 2.77% | ||
Expected Volatility | 93.47% | ||
Dividend rate | 0% | 0% | 0% |
Contingent Stock [Member] | |||
Expected term (years) | 6 months | ||
Risk- Free interest rate | 0.13% | ||
Expected Volatility | 99% | ||
Dividend rate | 0% | ||
Contingent Warrant [Member] | |||
Expected term (years) | 5 years 6 months | ||
Risk- Free interest rate | 1.27% | ||
Expected Volatility | 92% | ||
Dividend rate | 0% |
Note Purchase Agreement (Detail
Note Purchase Agreement (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 09, 2022 | Apr. 19, 2022 | Dec. 14, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Contingent stock liability | $ 677,000 | |||||||
Contingent warrants liability | $ 585,000 | |||||||
Common stock, shares issued | 9,207,415 | 9,207,415 | 5,187,062 | 5,187,062 | ||||
Fair value adjustment of warrants | $ 228,655 | |||||||
Exercise price | $ 5.32 | $ 4.38 | ||||||
Warrant liability | $ 3,101,102 | 3,101,102 | ||||||
Note Warrant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Fair value adjustment of warrants | $ 16,870 | $ 75,295 | ||||||
Exercise price | $ 4.25 | |||||||
Note Purchase Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Interest rate | 8% | 8% | 8% | |||||
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 Black-Scholes valuation model). In estimating the fair value of the Contingent Stock and Warrants at the inception date and December 31, 2021, the Company estimated the probability of a Consummated Offering of 80% and a probability of the note held to maturity of 15%. | |||||||
Notes payable | $ 665,000 | $ 665,000 | $ 665,000 | |||||
Debt discount | 1,335,000 | 1,335,000 | 1,335,000 | |||||
Interest expense | 39,111 | 8,000 | ||||||
Accreted interest | 1,299,895 | 1,299,895 | 35,000 | |||||
Notes payable | 2,000,000 | |||||||
Common stock, shares issued | 235,295 | |||||||
Fair value adjustment of warrants | $ 496,000 | |||||||
Note Purchase Agreement [Member] | Note Warrant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Fair value adjustment of warrants | $ 502,648 | |||||||
Contingent warrant | 235,295 | |||||||
Exercise price | $ 4.25 | |||||||
Warrant liability | $ 82,352 | $ 82,352 | $ 585,000 | |||||
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% | |||||||
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 | |||||||
Debt issuance costs | $ 197,500 | |||||||
Contingent warrants term | 5 years |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Oct. 09, 2022 | Apr. 19, 2022 | Apr. 19, 2022 | Apr. 14, 2022 | Apr. 13, 2022 | Mar. 22, 2022 | Apr. 30, 2022 | Jan. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 21, 2022 | Apr. 18, 2019 | Dec. 11, 2017 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Common stock, share authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 50,000,000 | 50,000,000 | 20,000,000 | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 10,000 | 10,000 | |||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock subscription receivable | $ (32,500) | |||||||||||||||||||
Issuance of common stock, shares | $ 400,000 | $ 100,000 | 500,000 | |||||||||||||||||
Common stock issued for services, shares | 35,000 | |||||||||||||||||||
Common stock issued for services, value | $ 60,551 | $ 20,000 | $ 60,551 | $ 20,000 | ||||||||||||||||
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 | |||||||||||||||||||
Warrants exercise price | $ 5.32 | $ 4.38 | ||||||||||||||||||
Net proceeds from ipo | 14,202,975 | |||||||||||||||||||
Warrant remeasurement liability | 3,018,750 | |||||||||||||||||||
Fair value adjustment of warrants | $ 228,655 | |||||||||||||||||||
Volatility | 93.47% | |||||||||||||||||||
Risk free interest rate | 2.77% | |||||||||||||||||||
Dividend rate | 0% | 0% | 0% | |||||||||||||||||
Note Purchase Agreement [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Common stock issued for services, shares | 235,295 | |||||||||||||||||||
Fair value adjustment of warrants | $ 496,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Issuance of warrants | 71,429 | 57,143 | 14,286 | 71,429 | 669,286 | |||||||||||||||
Shares issued, price per share | $ 5.12 | |||||||||||||||||||
Issuance of common stock, shares | $ 500,000 | $ 6 | $ 1 | $ 7 | $ 3,425,000 | |||||||||||||||
Issuance of common stock for acquisition, shares | 28,571 | 28,571 | 71,429 | |||||||||||||||||
Common stock issued for services, shares | 2,857 | 35,000 | 2,857 | 2,857 | ||||||||||||||||
Common stock issued for services, value | $ 4 | |||||||||||||||||||
Initial public offering | 3,750,000 | |||||||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Issuance of common stock, shares | $ 399,994 | $ 99,999 | 499,993 | |||||||||||||||||
Common stock issued for services, value | $ 20,000 | $ 60,547 | $ 20,000 | $ 20,000 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Initial public offering | 3,750,000 | |||||||||||||||||||
Warrants exercise price | $ 4.25 | |||||||||||||||||||
Warrants exercise price term | 5 years | |||||||||||||||||||
Warrants received | 1,125,000 | |||||||||||||||||||
Fair value adjustment of warrants | $ (618,413) | $ 2,760,000 | ||||||||||||||||||
Private Placement [Member] | Common Stock [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Issuance of warrants | 487,204 | |||||||||||||||||||
Shares issued, price per share | $ 7 | |||||||||||||||||||
Proceeds from issuance of private placement | $ 3,377,929 | |||||||||||||||||||
Common stock subscription receivable | $ 32,500 | |||||||||||||||||||
IPO [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Warrants received | 187,500 | 187,500 | ||||||||||||||||||
Net proceeds from ipo | $ 14,200,000 | $ 14,200,000 | ||||||||||||||||||
Warrant remeasurement liability | $ 5,778,750 | |||||||||||||||||||
Warrants cost | $ 11,250 | $ 11,250 | ||||||||||||||||||
Trading Warrants [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Issuance of warrants | 7,500,000 | |||||||||||||||||||
OverAllotment Warrants [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Issuance of warrants | 1,125,000 | |||||||||||||||||||
Note Warrant [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Issuance of warrants | 235,295 | |||||||||||||||||||
Warrants exercise price | $ 4.25 | |||||||||||||||||||
Fair value adjustment of warrants | $ 16,870 | $ 75,295 | ||||||||||||||||||
Issuance of liability | $ 157,647 | |||||||||||||||||||
Note Warrant [Member] | Note Purchase Agreement [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Warrants exercise price | $ 4.25 | |||||||||||||||||||
Fair value adjustment of warrants | $ 502,648 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - Series A Preferred Stock [Member] - Director [Member] - Alan Blackman [Member] | Dec. 31, 2021 | Feb. 28, 2018 | Feb. 18, 2018 |
Class of Stock [Line Items] | |||
Ownership interest percentage | 50.10% | ||
IPO [Member] | |||
Class of Stock [Line Items] | |||
Ownership interest percentage | 10% | ||
Maximum [Member] | |||
Class of Stock [Line Items] | |||
Ownership interest percentage | 50.10% | ||
Minimum [Member] | IPO [Member] | |||
Class of Stock [Line Items] | |||
Ownership interest percentage | 29.50% |
Schedule of Stock Options Grant
Schedule of Stock Options Granted and Outstanding (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Oct. 09, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||||
Stock option, beginning balance | 1,137,479 | 792,857 | 540,000 | |
Weighted average exercise price, beginning balance | $ 5.18 | $ 3.64 | $ 2.98 | |
Shares, options granted | 367,500 | 511,764 | 267,143 | |
Weighted average exercise price, options granted | $ 1.63 | $ 7 | $ 4.66 | |
Shares, options cancelled | (21,985) | |||
Weighted average exercise price, options cancelled | $ (5.32) | $ (4.38) | ||
Shares, options forfeited | (145,157) | (14,286) | ||
Weighted average exercise price, options forfeited | $ (2.57) | $ (1.75) | ||
Stock option, ending balance | 1,504,979 | 1,137,479 | 792,857 | |
Weighted average exercise price, ending balance | $ 4.32 | $ 5.18 | $ 3.64 | |
Stock option, exercisable | 1,208,015 | 825,847 | 561,870 | |
Weighted average exercise price, exercisable | $ 4.48 | $ 5.38 | $ 3.22 |
Schedule of Information About O
Schedule of Information About Options Outstanding (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.08 | |
Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 4.25 | |
Exercise Price Range One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.75 | |
Stock option, shares outstanding | 317,500 | 97,143 |
Stock option, aggregate intrinsic value | $ 510,000 | |
Stock option, weighted average remaining contractual life | 4 years 8 months 1 day | 1 year 4 months 13 days |
Stock option, shares exercisable | 152,915 | 97,143 |
Stock option, aggregate intrinsic value on exercisable shares | $ 510,000 | |
Exercise Price Range One [Member] | Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.08 | |
Exercise Price Range One [Member] | Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | 1.39 | |
Exercise Price Range Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.75 | $ 2.80 |
Stock option, shares outstanding | 97,143 | 155,714 |
Stock option, aggregate intrinsic value | $ 654,000 | |
Stock option, weighted average remaining contractual life | 9 months | 1 year 6 months 29 days |
Stock option, shares exercisable | 97,143 | 155,714 |
Stock option, aggregate intrinsic value on exercisable shares | $ 654,000 | |
Exercise Price Range Three [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 2.80 | $ 4.38 |
Stock option, shares outstanding | 155,714 | 344,286 |
Stock option, aggregate intrinsic value | $ 903,750 | |
Stock option, weighted average remaining contractual life | 1 year | 3 years 2 months 26 days |
Stock option, shares exercisable | 155,714 | 279,589 |
Stock option, aggregate intrinsic value on exercisable shares | $ 733,900 | |
Exercise Price Range Four [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 4.25 | $ 7 |
Stock option, shares outstanding | 50,000 | 540,336 |
Stock option, aggregate intrinsic value | ||
Stock option, weighted average remaining contractual life | 4 years 9 months | 4 years 4 months 20 days |
Stock option, shares exercisable | 31,250 | 293,401 |
Stock option, aggregate intrinsic value on exercisable shares | ||
Exercise Price Range Five [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 4.38 | |
Stock option, shares outstanding | 344,286 | |
Stock option, weighted average remaining contractual life | 2 years 9 months | |
Stock option, shares exercisable | 346,929 | |
Exercise Price Range Six [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 7 | |
Stock option, shares outstanding | 540,336 | |
Stock option, weighted average remaining contractual life | 3 years 9 months | |
Stock option, shares exercisable | 424,064 |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Option Awards (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected volatility, minimum | 97.26% | 72.67% | |
Expected volatility, maximum | 116.06% | 90.82% | |
Risk free interest rate, minimum | 0.18% | 0.16% | |
Risk free interest rate, maximum | 0.81% | 1.37% | |
Dividend rate | 0% | 0% | 0% |
Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 2 years 6 months | 1 year 7 months 13 days | |
Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 3 years 3 months | 3 years 6 months |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Weighted-average grant-date fair value of options granted | $ 4.55 | $ 2.73 | ||||
Unrecognized stock based compensation | $ 680,881 | $ 680,881 | $ 1,260,990 | $ 421,874 | ||
weighted-average period for recognition | 37 months | 18 months | ||||
stock-based compensation expense | 287,298 | $ 606,315 | 876,851 | $ 932,722 | $ 1,195,819 | $ 485,198 |
Stock based charges relating to acquisition | 19,534 | $ 60,435 | 122,701 | |||
Stock options, shares | 367,500 | |||||
Minimum [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock option, exercise price | $ 1.08 | |||||
Maximum [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock option, exercise price | $ 4.25 | |||||
Machinery and Equipment [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
stock-based compensation expense | 253,337 | |||||
General and Administrative Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
stock-based compensation expense | 264,269 | 573,911 | $ 803,640 | 838,442 | 1,091,227 | 483,227 |
Research and Development Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
stock-based compensation expense | $ 23,029 | $ 32,404 | $ 73,211 | $ 94,280 | $ 104,592 | $ 1,971 |
Schedule of Reconciliation of F
Schedule of Reconciliation of Federal Statutory Rate to Total Effective Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected benefit at statutory federal tax rate | $ (979,527) | $ (491,462) |
State and local taxes, net of federal tax benefit | (311,373) | (155,505) |
Other | (57,563) | 264,094 |
Change in valuation allowance | 1,348,463 | 382,873 |
Income tax expense (benefit) |
Schedlue of Components of Defer
Schedlue of Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Fixed assets | $ 3,837 | $ 10,169 |
Interest | 46,361 | |
Stock-based compensation | 637,112 | 305,822 |
Net operating losses - federal | 1,687,053 | 963,558 |
Net operating losses – state and local | 536,282 | 304,883 |
Research Credit | 28,985 | 6,735 |
Gross deferred tax assets | 2,939,630 | 1,591,167 |
Less Valuation Allowance | (2,939,630) | (1,591,167) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||||
Effective tax rate | 28% | ||||
Income tax examination description | The years that remain subject to examination are the years ended June 30, 2018 and June 30, 2019, six months ended December 31, 2019 and the year ended December 31, 2020 | ||||
Effective income tax rate percentage | 0% | 0% | 0% | 0% | |
Domestic Tax Authority [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | $ 8,034,000 | ||||
State and Local Jurisdiction [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | $ 8,034,000 | ||||
Net operating loss carryforwards expiration | expire through 2041 |
Related Party Transactions an_2
Related Party Transactions and Balances (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Officers and Directors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Accounts payable and accrued liabilities | $ 148,000 | $ 59,375 | $ 47,500 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Cash | $ 6,389,839 | $ 1,479,166 | |
Contingent stock liability | 677,000 | ||
Contingent warrant liability | 585,000 | ||
Total assets measured at fair value | 6,389,839 | 2,741,166 | |
Liabilities | |||
Warrant liability | 3,101,102 | ||
Total liabilities measured at fair value | 3,101,102 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Assets | |||
Cash | 6,389,839 | 1,479,166 | |
Contingent stock liability | |||
Contingent warrant liability | |||
Total assets measured at fair value | 6,389,839 | 1,479,166 | |
Liabilities | |||
Warrant liability | 3,101,102 | ||
Total liabilities measured at fair value | 3,101,102 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Assets | |||
Cash | |||
Contingent stock liability | |||
Contingent warrant liability | |||
Total assets measured at fair value | |||
Liabilities | |||
Warrant liability | |||
Total liabilities measured at fair value | |||
Fair Value, Inputs, Level 3 [Member] | |||
Assets | |||
Cash | |||
Contingent stock liability | 677,000 | ||
Contingent warrant liability | 585,000 | ||
Total assets measured at fair value | $ 1,262,000 | ||
Liabilities | |||
Warrant liability | |||
Total liabilities measured at fair value |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Aug. 01, 2022 | Oct. 02, 2021 | Sep. 09, 2021 | Jan. 01, 2021 | Jan. 01, 2020 | Dec. 31, 2020 | May 31, 2019 | Sep. 30, 2018 | Jul. 31, 2017 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares granted | 367,500 | 511,764 | 267,143 | ||||||||||
Total order costs to purchase equipment and molds | $ 239,664 | $ 120,000 | |||||||||||
Progress payments | 111,013 | $ 40,000 | |||||||||||
Alan Blackman [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Accrued bonus | $ 250,000 | ||||||||||||
Consulting Agreement [Member] | Barry Berler [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Consulting fees per month | $ 18,000 | $ 15,000 | $ 4,500 | ||||||||||
Agreement terms | The agreement was a five-year agreement (“Agreement”), which provided that the consulting fee increases to $5,500 per month over a two-year period. The Consulting agreement was assumed by the Company in December 2017 and services under the agreement began in April 2018. Subsequent to April 2018, the Agreement has been amended to provide for additional services being performed. Effective January 1, 2020, consulting fees were $15,000 per month. The Agreement, which expires May 31, 2024, provides for cancellation by the Company with six-months’ notice | ||||||||||||
Annual bonus | $ 216,000 | ||||||||||||
Shares granted | 38,571 | ||||||||||||
Stock options price per share | $ 7 | ||||||||||||
Stock options vesting period | 3 years | ||||||||||||
Consulting Agreement [Member] | Alan Blackman [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Annual bonus | $ 216,000 | ||||||||||||
Shares granted | 38,571 | ||||||||||||
Stock options price per share | $ 7 | $ 7 | |||||||||||
Stock options vesting period | 3 years | ||||||||||||
Compensation per month | $ 18,000 | ||||||||||||
Royalty Agreement [Member] | Barry Berler [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Royalty percentage | 2% | 2% | 4% | ||||||||||
Single payment obligation | $ 500,000 | ||||||||||||
Employment Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares granted | 114,286 | ||||||||||||
Stock options price per share | $ 7 | ||||||||||||
Stock options vesting period | 36 months | ||||||||||||
Annual compensation | $ 270,000 | 225,000 | |||||||||||
Stock options vesting percentage | 25% | ||||||||||||
Annual salary | $ 256,000 | ||||||||||||
Payment for incentive fee | $ 18,750 | ||||||||||||
Engagement Agreement [Member] | Aegis Capital Corp. [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Agreement terms | The agreement contemplates that (subject to execution of an underwriting agreement for the offering) Aegis would be entitled to an 8% underwriting discount, a 1% non-accountable expense allowance, reimbursement of certain expenses, and 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. The agreement has a termination date of twelve months from the date thereof or upon completion of the proposed offering |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||||||
Mar. 22, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Mar. 21, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 18, 2019 | Dec. 11, 2017 | |
Subsequent Event [Line Items] | ||||||||
Share conversion 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, shares authorized | 100,000,000 | 100,000,000 | 50,000,000 | 100,000,000 | 100,000,000 | 50,000,000 | 20,000,000 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 10,000 | 1,000,000 | 1,000,000 | 10,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.0001 | $ 0.0001 | $ 0.001 | ||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share conversion 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 was 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, shares authorized | 100,000,000 | 50,000,000 | ||||||
Preferred stock, shares authorized | 1,000,000 | 10,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.001 | ||||||
Subsequent Event [Member] | Service Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Initial fee | $ 90,000 | |||||||
Monthly fee | $ 12,500 | |||||||
Shares of restricted common stock | 200,000 | |||||||
Value of digital marketing activities | $ 300,000 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquisition (Details) | Jul. 06, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Land | $ 220,000 |
Building and affixed assets | 2,391,000 |
Machinery | 154,000 |
Inventory | 109,000 |
Intangibles | 62,712 |
Total | $ 2,936,712 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 09, 2022 | Jul. 06, 2022 | Jan. 31, 2021 | Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||||||
Exercise price | $ 5.32 | $ 4.38 | ||||||||
Vested option value | $ 200,000 | $ 200,000 | ||||||||
Acquisition cost | $ 2,936,712 | |||||||||
Fair value of assets acquired | 53,576 | |||||||||
Building [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 20 years | |||||||||
Machinery and Equipment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 5 years | |||||||||
Finite-Lived Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 5 years | |||||||||
Safegard Medical Inc [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition cost | 2,936,712 | |||||||||
Equity Option [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Vested option value | $ 253,337 | |||||||||
Equity Option [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock options issued | 71,429 | |||||||||
Exercise price | $ 7 | |||||||||
Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Additional consideration, shares | 28,571 | 28,571 | 71,429 | |||||||
Share price | $ 7 | |||||||||
Vested option value | $ 3 | $ 3 | ||||||||
Share Purchase Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Asset acquisition | $ 2,500,000 | |||||||||
Operating costs | $ 250,000 | $ 683,000 | $ 770,000 | $ 850,000 | $ 345,000 | |||||
Share Purchase Agreement [Member] | Equity Option [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Vested option value | 183,136 | |||||||||
Share Purchase Agreement [Member] | Equity Option [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock options issued | 35,714 | |||||||||
Exercise price | $ 7 | |||||||||
Share Purchase Agreement [Member] | Stock Option One [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock options issued | 10,000 | |||||||||
Exercise price | $ 4.25 | |||||||||
Share Purchase Agreement [Member] | Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Additional consideration, shares | 28,571 | |||||||||
Share price | $ 7 | |||||||||
Vested option value | $ 200,000 |
Schedule of Warrant Liability (
Schedule of Warrant Liability (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Total | $ 3,101,102 | |
Note Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Total | 82,352 | |
Trading and Overallotment Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Total | $ 3,018,750 |
Schedule of Changes in the Warr
Schedule of Changes in the Warrant Liability (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Warrant Liability | ||
FMV of Note Warrants, at issuance | $ 157,647 | |
FMV of Trading and Overallotment Warrants, at issuance | 5,778,750 | |
Change in fair value of warrant liability, issuance through September 30, 2022 | (2,835,295) | |
Fair Value at September 30, 2022 | $ 3,101,102 |