Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
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 ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | |||
Cash | $ 2,924,019 | $ 4,170,897 | $ 1,479,166 |
Prepaid expenses and other current assets | 193,875 | 66,749 | 7,995 |
Inventories (Note 3) | 992,547 | 185,804 | 121,994 |
Current Assets | 4,110,441 | 4,423,450 | 1,609,155 |
Fixed Assets, net of accumulated depreciation (Notes 4 and 5) | 7,092,954 | 7,004,890 | 3,763,332 |
Other Assets (Notes 5 and 6) | 590,740 | 411,316 | 529,863 |
TOTAL ASSETS | 11,794,135 | 11,839,656 | 5,902,350 |
Current Liabilities | |||
Accounts payable (Note 4) | 825,622 | 543,226 | |
Accounts payable and accrued liabilities (Note 4) | 854,684 | 804,138 | |
Notes payable, net of discount (Note 7) | 700,015 | ||
Contingent stock liability (Notes 7 and 8) | 677,000 | ||
Contingent warrant liability (Notes 7, 8 and 10) | 585,000 | ||
Accrued and other current liabilities (Note 15) | 574,057 | 311,458 | |
Warrant liability (Notes 8 and 10) | 1,513,187 | 1,151,838 | |
Total Current Liabilities | 2,912,866 | 2,006,522 | 2,766,153 |
Deferred Tax Liability | 192,000 | 192,000 | |
Total Liabilities | 3,104,866 | 2,198,522 | 2,766,153 |
Commitments and Contingencies (Note 15) | |||
Subsequent Events (Note 16) | |||
Stockholders’ Equity: | |||
Preferred stock, $.0001 par value; 1,000,000 shares authorized; 1 share issued and outstanding | |||
Common stock, $.0001 par value; 100,000,000, shares authorized; 11,655,936 shares issued and outstanding (2022: 9,407,415) | 1,166 | 941 | 519 |
Common stock subscription receivable | (32,500) | ||
Additional paid-in capital | 28,154,012 | 24,733,306 | 13,835,882 |
Accumulated other comprehensive income | 559,112 | 214,253 | |
Accumulated deficit | (20,025,021) | (15,307,366) | (10,667,704) |
Total Stockholders’ Equity | 8,689,269 | 9,641,134 | 3,136,197 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 11,794,135 | $ 11,839,656 | $ 5,902,350 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 11,655,936 | 9,407,415 | 5,187,062 |
Common stock, shares outstanding | 11,655,936 | 9,407,415 | 5,187,062 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Revenue, net | ||||||
Operating expenses: | ||||||
Research and development (Note 5) | 224,260 | 556,868 | $ 558,148 | $ 1,063,243 | 2,280,933 | 1,690,865 |
General and administrative | 2,308,075 | 2,230,801 | 4,291,987 | 3,061,710 | 6,457,860 | 2,806,801 |
Total operating expenses | 2,532,335 | 2,787,669 | 4,850,135 | 4,124,953 | (8,738,793) | (4,497,666) |
Loss from operations | (2,532,335) | (2,787,669) | (4,850,135) | (4,124,953) | (8,738,793) | (4,497,666) |
Other income (expense) | ||||||
Interest income (expense) | 40,079 | (1,100,507) | 76,871 | (1,345,944) | (1,320,416) | (166,746) |
FMV adjustment on contingent stock & warrants | (90,108) | 4,365,930 | 93,977 | 4,078,930 | 5,392,911 | |
Foreign currency and other | (23,461) | (38,368) | 26,636 | |||
Total Other Income (Expense) | (73,490) | 3,265,423 | 132,480 | 2,732,986 | ||
Net (loss) / Gain | $ (2,605,825) | $ 477,754 | $ (4,717,655) | $ (1,391,967) | $ (4,639,662) | $ (4,664,412) |
Net loss per share, basic | $ (0.22) | $ 0.06 | $ (0.42) | $ (0.20) | $ (0.57) | $ (0.96) |
Net loss per share, diluted | $ (0.22) | $ 0.06 | $ (0.42) | $ (0.20) | $ (0.57) | $ (0.96) |
Weighted average shares used to compute net loss per share, basic | 11,655,936 | 8,669,372 | 11,193,740 | 6,928,217 | 8,100,410 | 4,876,899 |
Weighted average shares used to compute net loss per share, diluted | 11,655,936 | 8,669,372 | 11,193,740 | 6,928,217 | 8,100,410 | 4,876,899 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Net loss | $ (2,605,825) | $ 477,754 | $ (4,717,655) | $ (1,391,967) | $ (4,639,662) | $ (4,664,412) |
Other comprehensive income: | ||||||
Foreign currency translation adjustments gain/(loss) | 73,786 | 344,859 | 214,253 | |||
Comprehensive loss | $ (2,532,039) | $ 477,754 | $ (4,372,796) | $ (1,391,967) | $ (4,425,409) | $ (4,664,412) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 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, 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 for acquisition | $ 3 | 199,997 | 200,000 | ||||
Issuance of common stock for acquisition, shares | 28,571 | ||||||
Shares issued in Offering | $ 7 | 499,993 | 500,000 | ||||
Shares issued in Offering, 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 | |||||
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) | (1,391,967) | ||||||
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 | |||||
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) | (4,639,662) | (4,639,662) | |||||
Share-based compensation charges | 1,136,638 | 1,136,638 | |||||
Shares issued for services | $ 23 | 290,528 | 290,551 | ||||
Shares issued for services, shares | 235,000 | ||||||
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 | ||||||
Foreign Currency Translation | 214,253 | 214,253 | |||||
Collections of common stock subscriptions | 32,500 | 32,500 | |||||
Balance at Dec. 31, 2022 | $ 941 | 24,733,306 | 214,253 | (15,307,366) | 9,641,134 | ||
Balance, shares at Dec. 31, 2022 | 1 | 9,407,415 | |||||
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 for services | $ 4 | 60,547 | 60,551 | ||||
Shares issued for services, shares | 35,000 | ||||||
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 | ||||||
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 | |||||
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 | |||||
Shares issued for services | $ 290,551 | ||||||
Shares issued for services, shares | 235,000 | ||||||
Balance at Dec. 31, 2022 | $ 941 | 24,733,306 | 214,253 | (15,307,366) | $ 9,641,134 | ||
Balance, shares at Dec. 31, 2022 | 1 | 9,407,415 | |||||
Net income (loss) | (2,111,830) | (2,111,830) | |||||
Share-based compensation charges | 383,100 | 383,100 | |||||
Shares issued in Offering | $ 225 | 2,783,160 | 2,783,385 | ||||
Shares issued in Offering, shares | 2,248,521 | ||||||
Foreign Currency Translation | 270,983 | 270,983 | |||||
Balance at Mar. 31, 2023 | $ 1,166 | 27,899,566 | 485,236 | (17,419,196) | 10,966,772 | ||
Balance, shares at Mar. 31, 2023 | 1 | 11,655,936 | |||||
Balance at Dec. 31, 2022 | $ 941 | 24,733,306 | 214,253 | (15,307,366) | 9,641,134 | ||
Balance, shares at Dec. 31, 2022 | 1 | 9,407,415 | |||||
Net income (loss) | (4,717,655) | ||||||
Balance at Jun. 30, 2023 | $ 1,166 | 28,154,012 | 559,112 | (20,025,021) | 8,689,269 | ||
Balance, shares at Jun. 30, 2023 | 1 | 11,655,936 | |||||
Balance at Mar. 31, 2023 | $ 1,166 | 27,899,566 | 485,236 | (17,419,196) | 10,966,772 | ||
Balance, shares at Mar. 31, 2023 | 1 | 11,655,936 | |||||
Net income (loss) | (2,605,825) | (2,605,825) | |||||
Share-based compensation charges | 254,446 | 254,446 | |||||
Foreign Currency Translation | 73,876 | 73,876 | |||||
Balance at Jun. 30, 2023 | $ 1,166 | $ 28,154,012 | $ 559,112 | $ (20,025,021) | $ 8,689,269 | ||
Balance, shares at Jun. 30, 2023 | 1 | 11,655,936 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (4,717,655) | $ (1,391,967) | $ (4,639,662) | $ (4,664,412) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 448,657 | 156,100 | 654,572 | 28,699 |
Stock-based compensation | 637,547 | 650,104 | 1,012,592 | 1,195,819 |
Issuance of common stock for services | 290,551 | 20,000 | ||
Accretion of debt discount | 1,299,985 | 1,299,985 | 159,615 | |
FMV adjustment for Contingent Stock | (181,000) | (181,000) | ||
FMV adjustment for Warrants | (93,977) | (3,897,930) | (5,211,911) | |
IPO Issuance costs relating to Warrants | 550,433 | 550,433 | ||
Foreign exchange gain | 30,141 | 496 | ||
Changes in operating assets: | ||||
Prepaid expenses and other current assets | (119,761) | (27,542) | (58,754) | 42,005 |
Inventory | (769,088) | (5,448) | (34,109) | (121,994) |
Other assets | (12,000) | (10,262) | ||
Accounts payable and accrued liabilities | 453,136 | (245,840) | (104,352) | 202,894 |
Net cash used in operating activities | (4,131,000) | (3,093,105) | (6,433,159) | (3,147,736) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Acquistion of fixed assets or deposits paid | (342,525) | (463,355) | (209,678) | (46,900) |
Purchase of fixed assets | (542,662) | (2,221,830) | ||
Other assets – escrow and other | (2,350,000) | (75,000) | ||
Asset acquisition | (2,365,576) | |||
Net cash used in investing activities | (342,525) | (2,813,355) | (3,117,916) | (2,343,730) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from common stock issued, net of subscription receivable | 3,377,929 | |||
Net proceeds from Initial Public Offering Units | 14,202,975 | |||
Net proceeds from notes payable, contingent stock liability, contingent warrant liability | 1,802,500 | |||
Net proceeds from Initial Public Offering and additional offering | 3,238,711 | 14,202,975 | ||
Repayment of Note Payable | (2,000,000) | (2,000,000) | ||
Proceeds from subscriptions receivable | 32,500 | 32,500 | ||
Net cash provided by financing activities | 3,238,711 | 12,235,475 | 12,235,475 | 5,180,429 |
Effect of exchange rate changes on cash | (12,064) | 7,331 | ||
NET INCREASE (DECREASE) IN CASH | (1,246,878) | 6,329,015 | 2,691,731 | (311,037) |
CASH — BEGINNING OF YEAR | 4,170,897 | 1,479,166 | 1,479,166 | 1,790,203 |
CASH — END OF PERIOD | 2,924,019 | 7,808,181 | 4,170,897 | 1,479,166 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | 47,111 | 47,111 | 4,000 | |
Cash paid for taxes | ||||
Non-cash investing and financing activity: | ||||
FMV for Common Stock Issued for Contingent Shares | 496,000 | 496,000 | ||
FMV for Warrants issued for contingent warrants | 554,312 | |||
Common stock issued and vested stock options for fixed assets acquired | 63,612 | 63,612 | 753,336 | |
Common stock issued and vested stock options issued as consideration for acquisition | $ 40,901 | $ 60,435 | $ 322,701 |
Description of Business
Description of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Description of Business | Note 1. Description of Business Nature of Business Sharps Technology, Inc. (“Sharps” or the “Company”) is a pre-revenue medical device company that has designed and patented various safety syringes and is seeking commercialization by manufacturing and distribution of its products. The accompanying condensed 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 condensed consolidated balance sheet as of June 30, 2023 and the condensed consolidated statements of operations, statements of comprehensive loss and statements of stockholders’ equity s for the three and six months ended June 30, 2023 and 2022 and the statements of cash flow for the six months ended June 30, 2023 (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, 2022 and notes thereto contained in the Company’s Form 10-K filed with the Securities and Exchange Commission. The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited financial statements at that date. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. 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 of June 30, 2023, the Company had a working capital of $ 1,197,575 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 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 (Hungary) KFT, collectively referred to as the “Company.” All intercompany transactions and balances have been eliminated. 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed 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. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As of June 30, 2023, the most significant estimates relate to derivative liabilities and stock-based compensation. 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 June 30, 2023 and December 31, 2022, inventory is comprised of raw materials, including packaging, work in process (components) and finished goods. 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 on a recurring basis 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. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) 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 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 Purchased 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 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) 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. At their issuance date and as of June 30, 2023, 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 condensed consolidated statements 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 related to its subsidiary. Foreign currency translation adjustments included in comprehensive loss were not tax effected as the Company has a full valuation allowance at June 30, 2023 and December 31, 2022. Accumulated other comprehensive income (loss) is a separate component of stockholders’ equity and consists of the cumulative foreign currency translation adjustments. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) 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 of June 30, 2023, there were 13,788,724 Income Taxes The Company must make certain estimates and judgments in determining income tax expenses 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. Contingencies Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Gain contingencies are evaluated and not recognized until the gain is realizable or realized. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) 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 In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, intended to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendment also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. ASU No. 2022-03 is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. For all other entities, it is effective for fiscal years, including interim periods within those fiscal years beginning after December 15, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is evaluating the adoption of the amendments and the potential impact it may have, if any, on its financial statements. The Company does not expect the adoption of any accounting pronouncements to have a material impact on the condensed consolidated financial statements. We reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for our operations. | 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As of December 31, 2022, the most significant estimates relate to derivative liabilities and stock-based compensation. 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, 2022 and 2021, inventory is comprised of raw materials, components and finished goods. SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 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 on a recurring basis 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 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 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 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2. Summary of Significant Accounting Policies (continued) At their issuance date and as of December 31, 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 statements 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 related to its subsidiary. Foreign currency translation adjustments included in comprehensive loss were not tax effected as the Company has a full valuation allowance at December, 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 December 31, 2022, there were 10,405,916 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 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2. Summary of Significant Accounting Policies (continued) Contingencies Liabilities for lo ss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Gain contingencies are evaluated and not recognized until the gain is realizable or realized. 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. We reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for our operations. |
Inventories
Inventories | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventories | Note 3. Inventories Inventories, net consisted of the following at: Schedule of Inventories June 30, 2023 December 31, 2022 Raw materials $ 226,062 $ 106,088 Work in process 86,831 49,144 Finished goods 679,654 30,572 Total $ 992,547 $ 185,804 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 | Note 3. Inventories Inventories, net consisted of the following at December 31, 2022 and 2021: Schedule of Inventories December 31, 2022 December 31, 2021 Raw materials $ 106,088 $ 121,994 Work in process 49,144 - Finished goods 30,572 - Total $ 185,804 $ 121,994 |
Fixed Assets
Fixed Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Fixed Assets | Note 4. Fixed Assets Fixed asset, net, is summarized as follows as of: Schedule of Property, Plant and Equipment June 30, 2023 December 31, 2022 Land $ 264,736 $ 242,240 Building 3,068,950 2,824,481 Machinery and Equipment 4,863,882 4,601,293 Website 20,363 16,600 Fixed asset, gross 8,217,930 7,684,614 Less: accumulated depreciation (1,124,976 ) (679,724 ) Fixed asset, net $ 7,092,954 $ 7,004,890 Depreciation expense of fixed assets for the six months ended June 30, 2023 and 2022 was $ 445,252 156,100 During the six months ended June 30, 2022 , the Company recorded $ 63,612 100,000 | Note 4. Fixed Assets Fixed asset, net, as of December 31, 2022 and 2021, are summarized as follows: Schedule of Property, Plant and Equipment December 31, 2022 December 31, 2021 Land $ 242,240 $ - Building 2,824,481 - Machinery and Equipment 4,601,293 3,778,766 Website 16,600 16,600 Fixed asset, gross 7,684,614 3,795,366 Less: accumulated depreciation (679,724 ) (32,034 ) Fixed asset, net $ 7,004,890 $ 3,763,332 Depreciation expense of fixed assets for the year ended December 31, 2022 and 2021 was $ 647,690 28,699 During the year ended December 2022, the Company recorded $ 63,612 100,000 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Asset Acquisition
Asset Acquisition | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 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 50,000 4.25 200,000 183,135 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 six months ended June 30, 2022, the Company had remitted $ 275,000 300,000 The acquisition of Safegard, which closed on July 6, 2022, did not meet the definition of a business pursuant to ASC 805-10, and accordingly was accounted for as an asset acquisition in accordance with ASC 805-50. The cost of the acquisition was $ 2,936,712 53,576 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 5. Asset Acquisition (continued) The relative fair value of the assets acquired and related deferred tax liability is as follows: Schedule of Fair Value of the Assets Acquisition Land $ 226,000 Building and affixed assets 2,648,000 Machinery 158,000 Inventory 32,000 Intangibles 64,712 Deferred tax liability (192,000 ) Total $ 2,936,712 The useful lives for the acquired assets is Building - 20 5 10 5 | 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 50,000 4.25 200,000 183,135 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 year ended December 31, 2022 and 2021, the Company had remitted $ 594,000 770,000 The acquisition of Safegard, which closed on July 6, 2022, did not meet the definition of a business pursuant to ASC 805- 10 , and accordingly 2,936,712 53,576 The relative fair value of the assets acquired and related deferred tax liability is as follows: Schedule of Fair Value of the Assets Acquisition Land $ 226,000 Building and affixed assets 2,648,000 Machinery 158,000 Inventory 32,000 Intangibles 64,712 Deferred tax liability (192,000 ) Total $ 2,936,712 The useful lives for the acquired assets is Building - 20 5 10 5 |
Other Assets
Other Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other Assets | Note 6. Other Assets Other assets as of June 30, 2023 and December 31, 2022 are summarized as follows: Schedule of Other Assets 2023 2022 Intangibles, net 60,993 62,480 Deposits or advance payments on machinery, molds, components or technology (see Note 15) 517,377 336,466 Other 12,370 12,370 Other assets $ 590,740 $ 411,316 Intangibles are related to the Asset Acquisition (see Note 5) and consist of an acquired workforce and permits. Amortization for the six months ended June 30, 2023 and 2022 was 7,928 1,487 | Note 6. Other Assets Other assets as of December 31, 2022 and 2021 are summarized as follows: Schedule of Other Assets December 31, December 31, 2022 2021 Acquisition (see Note 5) $ - $ 472,701 Intangibles, net 62,480 - Deposits or advance payments on machinery, molds and components (see Note 15) 336,466 - Other 12,370 57,162 Other assets $ 411,316 $ 529,863 Intangibles are related to the Asset Acquisition (see Note 5) and consist of an acquired workforce and permits. Amortization for the year ended December 31, 2022 was $ 6,882 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Note Purchase Agreement
Note Purchase Agreement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 provided 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. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 7. Note Purchase Agreement (continued) 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 of each Purchaser’s Note (the “Contingent Stock”) and b) issue each Purchaser a number of warrants, which would allow the Purchasers to purchase additional shares of the Company’s Common Stock, equal to 50% of the original principal amount each Purchaser’s Note for a term of 5.0 years (the “Contingent Warrants”) For both the Contingent Stock and the Contingent Warrants, the number of shares and warrants that each Purchaser will be issued was unknown at the time of the NPA and was 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 39,111 206,417 2,000,000 The value of the Contingent Stock and Contingent Warrants was required to be re-measured at FMV at each reporting date, using either the Black-Scholes valuation model or other valuation method, if deemed more appropriate, with recognition of the changes in fair value to other income or expense in the consolidated statement of operations in accordance with ASC 480, Debt and Equity. For the three months ended March 31, 2022, the Company recorded a $ 287,000 235,295 496,000 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 7. Note Purchase Agreement (continued) In connection with the closing of the IPO, 235,295 4.25 | 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 provided 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 of each Purchaser’s Note (the “Contingent Stock”) and b) issue each Purchaser a number of warrants, which would allow the Purchasers to purchase additional shares of the Company’s Common Stock, equal to 50% of the original principal amount each Purchaser’s Note for a term of 5.0 years (the “Contingent Warrants”). For both the Contingent Stock and the Contingent Warrants, the number of shares and warrants that each Purchaser will be issued was unknown at the time of the NPA and was 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 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 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, if deemed more appropriate, 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 4.25 554,412 585,000 30,588 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 February 3, 2023, the Company completed a securities purchase agreement (“Offering”) with institutional investors and received net proceeds from the Offering were approximately $ 3.2 600,000 2,248,521 1.69 1.56 five 2.8 455,326 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 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 9.0 5.2 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 8. Stockholders’ Equity (continued) During the period April 1, 2022 through December 31, 2022, the Company issued 235,000 290,551 235,295 Warrants a) In connection with an advisory services arrangement entered into in April 2023, the Company issued 135,000 1.56 19,836 37.45 3.58 0 (b) In connection with the Offering in February 2023, the Company issued 2,248,521 41.24 3.71 0 455,326 272,746 1,505 182,580 (c) In connection with the IPO in April 2022, the Company issued 7,500,000 1,125,000 5,778,750 1,121,250 86,250 3,378,412 (d) The Company has issued 235,295 4.25 five 157,647 127,059 2,353 32,941 520,000 (e) The underwriter received 187,500 11,250 5.32 228,750 93.47 five 2.77 0 | 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 9.0 5.2 During the year ended December 31, 2022, the Company issued 235,000 290,551 235,295 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 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 8. Stockholders’ Equity (continued) Warrants a) In connection with the IPO in April 2022, the Company issued 7,500,000 warrants (Trading Warrants) as a component of the Units and 1,125,000 warrants to the underwriter (Overallotment Warrants), as noted in Common Stock above. The Trading and Overallotment Warrants were recorded at the FMV, being the trading price of the warrants, on the IPO effective date and the Warrants are classified as a Liability based on ASC 815. The Warrant liability requires remeasurement at each reporting period. At the IPO, the liability was $ 5,778,750 and at December 31, 2022 the liability was $ 1,121,250 . During year ended December 31, 2022, the Company recorded a FMV gain adjustment of $ 4,657,500 (See Note 10). b) The Company has issued 235,295 4.25 five years 157,647 127,058 c) The underwriter received 187,500 11,250 5.32 228,750 93.47 2.77 0% |
Preferred Stock
Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 | 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 |
Warrant Liability
Warrant Liability | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 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 condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed consolidated statements of operations. (See Notes 7 and 8) The Warrant liability at June 30, 2023 was as follows: Schedule of Warrant Liability Trading and Overallotment Warrants $ 1,207,500 Note Warrants 32,941 Offering Warrants 272,746 Total $ 1,513,187 Warrant liability $ 1,513,187 The Warrants outstanding at June 30, 2023 are as follows: Schedule of Warrant Outstanding Trading and Overallotment Warrants 8,812,500 Note warrants 235,295 Offering Warrants 2,248,521 Warrants issued for services arrangement 135,000 Total 11,431,316 Warrant outstanding 11,431,316 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 from December 31, 2022 and the changes in the Offering Warrants liability of the Level 2 warrants issued on February 6, 2023 through June 30, 2023. Schedule of Changes in the Warrant Liability Total FMV of Note Warrants $ 30,588 FMV of Trading and Overallotment Warrants 1,121,250 FMV of Offering Warrants, at issuance 455,326 Change in fair value of warrant liability for the six months ended June 30,2023 (93,977 ) Fair Value at June 30, 2023 $ 1,513,187 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 | 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 December 31, 2022 was as follows: Schedule of Warrant Liability Note Warrants $ 30,588 Trading and Overallotment Warrants 1,121,250 Total $ 1,151,838 Warrant liability $ 1,151,838 The Warrants outstanding at December 31, 2022 were as follows: Schedule of Warrant Outstanding Note warrants 235,295 Trading and Overallotment Warrants 8,812,500 Total 9,047,795 Warrant outstanding 9,047,795 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 December 31, 2022 (4,784,559 ) Fair Value at December 31, 2022 $ 1,151,838 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Stock Options
Stock Options | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 June 30, 2023 Options Weighted Price Outstanding at Beginning of year 1,358,122 $ 4.37 Granted 1,025,000 1.37 Forfeited (25,714 ) 1.75 Outstanding at end of period 2,357,408 $ 3.08 Exercisable at end of period 1,665,378 $ 3.63 During the six months ended June 30, 2023 , the Company granted five 975,000 0.0001 1.37 495,000 455,000 25,000 five 50,000 On January 25, 2023, the Company’s Board of Directors adopted the 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan provides for the issuance of up to 1,400,000 As of June 30, 2023, there was $ 725,355 The following table summarizes information about options outstanding at June 30, 2023: Schedule of Information about Options Outstanding Exercise Prices Shares Outstanding Weighted Average Remaining Contractual Life Shares Exercisable $ 1.21 307,500 4.42 233,719 $ 1.30 50,000 4.71 18,750 $ 1.37 975,000 4.67 437,032 $ 1.39 10,000 4.17 10,000 $ 1.75 42,857 2.75 42,857 $ 2.80 141,429 1.00 141,429 $ 4.25 50,000 4.00 50,000 $ 4.38 244,286 1.75 244,286 $ 7.00 536,336 2.50 477,305 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 11. Stock Options (continued) For the three and six months ended June 30, 2023, the Company recognized stock-based compensation expense of $ 234,610 617,711 365,606 589,553 39,870 50,182 63,512 40,901 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 for the options granted during the six months ended June 30, 2023. Schedule of Fair Value of Stock Option Awards Expected term (years) 2.88 3.25 Expected volatility 75.40 89.93 % Risk-free interest rate 3.71 4.27 % Dividend rate 0 % | Note 11. Stock Options A summary of options granted and outstanding is presented below. Schedule of Stock Options Granted and Outstanding 2022 2021 Options Weighted Options Weighted Outstanding at Beginning of year 1,137,479 $ 5.18 792,857 $ 3.64 Granted 367,500 1.63 511,764 7.00 Cancelled (3,571 ) (4.38 ) (21,875 ) (4.38 ) Forfeited (143,286 ) $ (3.77 ) (145,157 ) $ (2.57 ) Outstanding at end of year 1,358,122 $ 4.37 1,137,479 $ 5.18 Exercisable at end of year 1,132,861 $ 4.59 825,847 $ 5.38 During the years ended December 31, 2022 and 2021, the estimated weighted-average grant-date fair value of options granted was $ 1.63 4.55 475,097 1,260,990 The following table summarizes information about options outstanding at December 31, 2022: Schedule of Information About Options Outstanding Exercise Options Aggregate Weighted Average Options Aggregate Intrinsic Value $ 1.21 307,500 - 4.42 168,551 $ - $ 1.39 10,000 - 4.67 10,000 $ - $ 1.75 68,571 - .25 68,571 $ - $ 2.80 141,429 - .50 141,429 $ - $ 4.25 50,000 - 4.50 37,500 $ - $ 4.38 244,286 - 2.25 244,286 $ - $ 7.00 536,336 - 3.00 462,524 $ - The aggregate intrinsic values of stock options outstanding and exercised December 31, 2022 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, 2022. In 2022 and 2021, the Company recognized stock-based compensation expense of $ 1,012,592 915,796 96,795 1,195,819 1,091,227 105,592 63,612 60,435 253,337 122,701 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 to 3.00 2.50 to 3.25 Expected volatility 100.81 % to 110.74 % 97.26 % to 116.06 % Risk-free interest rate 2.90 % to 3.47 % 0.18 % - .81 % Dividend rate 0 % 0 % SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 six months ended , June 30, 2023 was 0 0 | Note 12. 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, December 31, Expected benefit at statutory federal tax rate $ (974,329 ) $ (979,527 ) Permanent differences – net (859,515 ) - State and local taxes, net of federal tax benefit (265,607 ) (311,373 ) Other (21,965 ) (57,563 ) Change in valuation allowance 2,121,416 1,348,463 Income tax Expense (Benefit) Total $ - $ - The components of the Company’s deferred tax assets (liabilities) are as follows: Schedule of Components of Deferred tax Assets Year Ended Year Ended Deferred tax assets (liabilities): Fixed assets $ (268,594 ) $ 3,837 Interest 62,310 46,361 Research and development expenses 454,942 - Stock-based compensation 917,351 637,112 Net operating losses - federal 2,898,411 1,687,053 Net operating losses – state and local 921,350 536,282 Net operating losses - foreign 37,686 - Research credit 28,985 28,985 Deferred tax assets gross 5,052,441 2,939,630 Less valuation allowance (5,244,441 ) (2,939,630 ) Net deferred tax liability $ (192,000 ) $ - 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. |
Related Party Transactions and
Related Party Transactions and Balances | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions and Balances | Note 13. Related Party Transactions and Balances As of June 30, 2023 and December 31, 2022, accounts payable and accrued liabilities include $ 31,000 105,667 | Note 13. Related Party Transactions and Balances As of December 31, 2022 and 2021, accounts payable and accrued liabilities include $ 105,667 59,375 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 14. Fair Value Measurements (continued) As of June 30, 2023, 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 Total Assets Cash $ 2,924,019 - - $ 2,924,019 - - - Total assets measured at fair value $ 2,924,019 - $ 2,924,019 Liabilities Warrant liability $ 1,240,441 272,276 - $ 1,513,187 Total liabilities measured at fair value $ 1,240,441 272,276 - $ 1,513,187 | 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 December 31, 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 Total Fair Value Measurements Using Level 1 Level 2 Level 3 Total Assets Cash $ 4,170,897 - - $ 4,170,897 - - - Total assets measured at fair value $ 4,170,897 - $ 4,170,897 Liabilities Warrant liability $ 1,151,838 - - $ 1,151,838 Total liabilities measured at fair value $ 1,151,838 - - $ 1,151,838 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 15. Commitments and Contingencies Fixed Assets and Other At June 30, 2023, the Company has outstanding orders to purchase equipment, mold and component parts for research and development of $ 490,651 280,349 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 JUNE 30, 2023 AND 2022 Note 15. Commitments and Contingencies (continued) Employment Agreements and Other 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 $ 256,000 320,000 250,000 65,000 346,000 29,000 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 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 12,500 200,000 300,000 200,000 230,000 On February 09, 2023, the Company, appointed Justin Page , as Vice President of Technical Operations 235,000 50,000 1.30 | Note 15. Commitments and Contingencies Fixed Assets and Other At December 31, 2022, the Company has outstanding orders to purchase equipment, molds and component parts for research and development of $ 609,953 209,678 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 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021 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 , which provides for increases, and provisions compensation adjustments, expense and tax differential reimbursements, benefits and bonuses. As of September 1, 2022, the annual salary is $ 320,000 . At June 30, 2022, the Company approved and accrued a $ 250,000 bonus to Mr. Blackman for services provided in 2022, of which $ 65,000 was paid subsequent to December 31, 2022. 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 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 12,500 200,000 300,000 200,000 230,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events On January 25, 2023, the Company granted five-year options (the “Options”) to purchase a total of 975,000 shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) to its directors, executive officers, employee and consultants pursuant to the Company’s. 2022 and 2023 Equity Incentive Plans. The Options are exercisable at $ 1.37 per share which was the closing price on January 25, 2023. Of the Options granted, Options to purchase an aggregate of 495,000 shares of Common Stock were issued to executive officers Options to purchase an aggregate of 455,000 shares of Common Stock were issued to directors and Options to purchase an aggregate of 75,000 shares of Common Stock to employees and a consultant. On January 25, 2023, the Company’s Board of Directors adopted the 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan provides for the issuance of up to 1,400,000 options and/or shares of restricted stock to be available for issuance to officers, directors, employees and consultants. The 2023 Plan is subject to shareholder approval at the annual meeting. On February 09, 2023, the Company, appointed Justin Paige as Vice President of Technical Operations 235,000 50,000 1.30 On February 3, 2023, the Company completed a securities purchase agreement (“Offering”) with institutional investors and received net proceeds from the Offering were approximately $ 3.2 600,000 2,248,521 1.69 1.56 five years |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying condensed 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. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) | 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 | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As of June 30, 2023, the most significant estimates relate to derivative liabilities and stock-based compensation. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As of December 31, 2022, the most significant estimates relate to derivative liabilities and stock-based compensation. |
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 June 30, 2023 and December 31, 2022, inventory is comprised of raw materials, including packaging, work in process (components) and finished goods. | 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, 2022 and 2021, inventory is comprised of raw materials, components and finished goods. SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2. Summary of Significant Accounting Policies (continued) |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value. The Company’s outstanding warrants are fair valued on a recurring basis 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. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) 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. The Company’s outstanding warrants are fair valued on a recurring basis 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 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 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 | Impairment of Long-Lived Assets Long-lived assets are reviewed 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 Purchased 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 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) | 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 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2. Summary of Significant Accounting Policies (continued) |
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. | |
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. | |
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. |
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. At their issuance date and as of June 30, 2023, 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 condensed consolidated statements of operations and comprehensive loss. | 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 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2. Summary of Significant Accounting Policies (continued) At their issuance date and as of December 31, 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 statements 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. | 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 related to its subsidiary. Foreign currency translation adjustments included in comprehensive loss were not tax effected as the Company has a full valuation allowance at June 30, 2023 and December 31, 2022. Accumulated other comprehensive income (loss) is a separate component of stockholders’ equity and consists of the cumulative foreign currency translation adjustments. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) | Comprehensive income (loss) Comprehensive income (loss) consists of the Company’s consolidated net loss and foreign currency translation adjustments related to its subsidiary. Foreign currency translation adjustments included in comprehensive loss were not tax effected as the Company has a full valuation allowance at December, 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 | 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 of June 30, 2023, there were 13,788,724 | 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 December 31, 2022, there were 10,405,916 |
Income Taxes | Income Taxes The Company must make certain estimates and judgments in determining income tax expenses 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. SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2. Summary of Significant Accounting Policies (continued) |
Contingencies | Contingencies Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Gain contingencies are evaluated and not recognized until the gain is realizable or realized. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) | Contingencies Liabilities for lo ss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Gain contingencies are evaluated and not recognized until the gain is realizable or realized. |
Recent Accounting Pronouncements | 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 In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, intended to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendment also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. ASU No. 2022-03 is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. For all other entities, it is effective for fiscal years, including interim periods within those fiscal years beginning after December 15, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is evaluating the adoption of the amendments and the potential impact it may have, if any, on its financial statements. The Company does not expect the adoption of any accounting pronouncements to have a material impact on the condensed consolidated financial statements. We reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for our operations. | 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. We reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for our operations. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventories | Inventories, net consisted of the following at: Schedule of Inventories June 30, 2023 December 31, 2022 Raw materials $ 226,062 $ 106,088 Work in process 86,831 49,144 Finished goods 679,654 30,572 Total $ 992,547 $ 185,804 | Inventories, net consisted of the following at December 31, 2022 and 2021: Schedule of Inventories December 31, 2022 December 31, 2021 Raw materials $ 106,088 $ 121,994 Work in process 49,144 - Finished goods 30,572 - Total $ 185,804 $ 121,994 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment | Fixed asset, net, is summarized as follows as of: Schedule of Property, Plant and Equipment June 30, 2023 December 31, 2022 Land $ 264,736 $ 242,240 Building 3,068,950 2,824,481 Machinery and Equipment 4,863,882 4,601,293 Website 20,363 16,600 Fixed asset, gross 8,217,930 7,684,614 Less: accumulated depreciation (1,124,976 ) (679,724 ) Fixed asset, net $ 7,092,954 $ 7,004,890 | Fixed asset, net, as of December 31, 2022 and 2021, are summarized as follows: Schedule of Property, Plant and Equipment December 31, 2022 December 31, 2021 Land $ 242,240 $ - Building 2,824,481 - Machinery and Equipment 4,601,293 3,778,766 Website 16,600 16,600 Fixed asset, gross 7,684,614 3,795,366 Less: accumulated depreciation (679,724 ) (32,034 ) Fixed asset, net $ 7,004,890 $ 3,763,332 |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Schedule of Fair Value of the Assets Acquisition | The relative fair value of the assets acquired and related deferred tax liability is as follows: Schedule of Fair Value of the Assets Acquisition Land $ 226,000 Building and affixed assets 2,648,000 Machinery 158,000 Inventory 32,000 Intangibles 64,712 Deferred tax liability (192,000 ) Total $ 2,936,712 | The relative fair value of the assets acquired and related deferred tax liability is as follows: Schedule of Fair Value of the Assets Acquisition Land $ 226,000 Building and affixed assets 2,648,000 Machinery 158,000 Inventory 32,000 Intangibles 64,712 Deferred tax liability (192,000 ) Total $ 2,936,712 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Other Assets | Other assets as of June 30, 2023 and December 31, 2022 are summarized as follows: Schedule of Other Assets 2023 2022 Intangibles, net 60,993 62,480 Deposits or advance payments on machinery, molds, components or technology (see Note 15) 517,377 336,466 Other 12,370 12,370 Other assets $ 590,740 $ 411,316 | Other assets as of December 31, 2022 and 2021 are summarized as follows: Schedule of Other Assets December 31, December 31, 2022 2021 Acquisition (see Note 5) $ - $ 472,701 Intangibles, net 62,480 - Deposits or advance payments on machinery, molds and components (see Note 15) 336,466 - Other 12,370 57,162 Other assets $ 411,316 $ 529,863 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrant Liability | ||
Schedule of Warrant Liability | The Warrant liability at June 30, 2023 was as follows: Schedule of Warrant Liability Trading and Overallotment Warrants $ 1,207,500 Note Warrants 32,941 Offering Warrants 272,746 Total $ 1,513,187 Warrant liability $ 1,513,187 | The Warrant liability at December 31, 2022 was as follows: Schedule of Warrant Liability Note Warrants $ 30,588 Trading and Overallotment Warrants 1,121,250 Total $ 1,151,838 Warrant liability $ 1,151,838 |
Schedule of Warrant Outstanding | The Warrants outstanding at June 30, 2023 are as follows: Schedule of Warrant Outstanding Trading and Overallotment Warrants 8,812,500 Note warrants 235,295 Offering Warrants 2,248,521 Warrants issued for services arrangement 135,000 Total 11,431,316 Warrant outstanding 11,431,316 | Schedule of Warrant Outstanding Note warrants 235,295 Trading and Overallotment Warrants 8,812,500 Total 9,047,795 Warrant outstanding 9,047,795 |
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 from December 31, 2022 and the changes in the Offering Warrants liability of the Level 2 warrants issued on February 6, 2023 through June 30, 2023. Schedule of Changes in the Warrant Liability Total FMV of Note Warrants $ 30,588 FMV of Trading and Overallotment Warrants 1,121,250 FMV of Offering Warrants, at issuance 455,326 Change in fair value of warrant liability for the six months ended June 30,2023 (93,977 ) Fair Value at June 30, 2023 $ 1,513,187 | 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 December 31, 2022 (4,784,559 ) Fair Value at December 31, 2022 $ 1,151,838 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Stock Options Granted and Outstanding | A summary of options granted and outstanding is presented below. Schedule of Stock Options Granted and Outstanding June 30, 2023 Options Weighted Price Outstanding at Beginning of year 1,358,122 $ 4.37 Granted 1,025,000 1.37 Forfeited (25,714 ) 1.75 Outstanding at end of period 2,357,408 $ 3.08 Exercisable at end of period 1,665,378 $ 3.63 | A summary of options granted and outstanding is presented below. Schedule of Stock Options Granted and Outstanding 2022 2021 Options Weighted Options Weighted Outstanding at Beginning of year 1,137,479 $ 5.18 792,857 $ 3.64 Granted 367,500 1.63 511,764 7.00 Cancelled (3,571 ) (4.38 ) (21,875 ) (4.38 ) Forfeited (143,286 ) $ (3.77 ) (145,157 ) $ (2.57 ) Outstanding at end of year 1,358,122 $ 4.37 1,137,479 $ 5.18 Exercisable at end of year 1,132,861 $ 4.59 825,847 $ 5.38 |
Schedule of Information about Options Outstanding | The following table summarizes information about options outstanding at June 30, 2023: Schedule of Information about Options Outstanding Exercise Prices Shares Outstanding Weighted Average Remaining Contractual Life Shares Exercisable $ 1.21 307,500 4.42 233,719 $ 1.30 50,000 4.71 18,750 $ 1.37 975,000 4.67 437,032 $ 1.39 10,000 4.17 10,000 $ 1.75 42,857 2.75 42,857 $ 2.80 141,429 1.00 141,429 $ 4.25 50,000 4.00 50,000 $ 4.38 244,286 1.75 244,286 $ 7.00 536,336 2.50 477,305 | The following table summarizes information about options outstanding at December 31, 2022: Schedule of Information About Options Outstanding Exercise Options Aggregate Weighted Average Options Aggregate Intrinsic Value $ 1.21 307,500 - 4.42 168,551 $ - $ 1.39 10,000 - 4.67 10,000 $ - $ 1.75 68,571 - .25 68,571 $ - $ 2.80 141,429 - .50 141,429 $ - $ 4.25 50,000 - 4.50 37,500 $ - $ 4.38 244,286 - 2.25 244,286 $ - $ 7.00 536,336 - 3.00 462,524 $ - |
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 for the options granted during the six months ended June 30, 2023. Schedule of Fair Value of Stock Option Awards Expected term (years) 2.88 3.25 Expected volatility 75.40 89.93 % Risk-free interest rate 3.71 4.27 % Dividend rate 0 % | 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 to 3.00 2.50 to 3.25 Expected volatility 100.81 % to 110.74 % 97.26 % to 116.06 % Risk-free interest rate 2.90 % to 3.47 % 0.18 % - .81 % Dividend rate 0 % 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, December 31, Expected benefit at statutory federal tax rate $ (974,329 ) $ (979,527 ) Permanent differences – net (859,515 ) - State and local taxes, net of federal tax benefit (265,607 ) (311,373 ) Other (21,965 ) (57,563 ) Change in valuation allowance 2,121,416 1,348,463 Income tax Expense (Benefit) Total $ - $ - |
Schedule of Components of Deferred tax Assets | The components of the Company’s deferred tax assets (liabilities) are as follows: Schedule of Components of Deferred tax Assets Year Ended Year Ended Deferred tax assets (liabilities): Fixed assets $ (268,594 ) $ 3,837 Interest 62,310 46,361 Research and development expenses 454,942 - Stock-based compensation 917,351 637,112 Net operating losses - federal 2,898,411 1,687,053 Net operating losses – state and local 921,350 536,282 Net operating losses - foreign 37,686 - Research credit 28,985 28,985 Deferred tax assets gross 5,052,441 2,939,630 Less valuation allowance (5,244,441 ) (2,939,630 ) Net deferred tax liability $ (192,000 ) $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | As of June 30, 2023, 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 Total Assets Cash $ 2,924,019 - - $ 2,924,019 - - - Total assets measured at fair value $ 2,924,019 - $ 2,924,019 Liabilities Warrant liability $ 1,240,441 272,276 - $ 1,513,187 Total liabilities measured at fair value $ 1,240,441 272,276 - $ 1,513,187 | As of December 31, 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 Total Fair Value Measurements Using Level 1 Level 2 Level 3 Total Assets Cash $ 4,170,897 - - $ 4,170,897 - - - Total assets measured at fair value $ 4,170,897 - $ 4,170,897 Liabilities Warrant liability $ 1,151,838 - - $ 1,151,838 Total liabilities measured at fair value $ 1,151,838 - - $ 1,151,838 |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) | 12 Months Ended | |||||
Apr. 19, 2022 | Apr. 19, 2022 | Apr. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Initial public offering | $ 14,202,975 | |||||
Working capital | $ 1,197,575 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Initial public offering | $ 14,200,000 | $ 14,200,000 | $ 14,200,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Impairment losses | $ 0 | $ 0 | $ 0 |
Stock Options and Warrants [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities shares | 13,788,724 | 10,405,916 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment asset useful life | 20 years | 20 years | |
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 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 226,062 | $ 106,088 | $ 121,994 |
Work in process | 86,831 | 49,144 | |
Finished goods | 679,654 | 30,572 | |
Total | $ 992,547 | $ 185,804 | $ 121,994 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Fixed asset, gross | $ 8,217,930 | $ 7,684,614 | $ 3,795,366 |
Less: accumulated depreciation | (1,124,976) | (679,724) | (32,034) |
Fixed asset, net | 7,092,954 | 7,004,890 | 3,763,332 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed asset, gross | 264,736 | 242,240 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed asset, gross | 3,068,950 | 2,824,481 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed asset, gross | 4,863,882 | 4,601,293 | 3,778,766 |
Website [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed asset, gross | $ 20,363 | $ 16,600 | $ 16,600 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Depreciation | $ 445,252 | $ 156,100 | $ 647,690 | $ 28,699 |
Balance due on machinery | $ 100,000 | 100,000 | ||
Equity Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Acquisition of machinery | $ 63,612 | $ 63,612 |
Schedule of Fair Value of the A
Schedule of Fair Value of the Assets Acquisition (Details) - Safegard Medical, Inc [Member] | Jul. 06, 2022 USD ($) |
Business Acquisition [Line Items] | |
Land | $ 226,000 |
Building and affixed assets | 2,648,000 |
Machinery | 158,000 |
Inventory | 32,000 |
Intangibles | 64,712 |
Deferred tax liability | (192,000) |
Total | $ 2,936,712 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 06, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Building [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible asset, useful life | 20 years | 20 years | ||||
Machinery and Equipment [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible asset, useful life | 5 years | 5 years | ||||
Machinery and Equipment [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible asset, useful life | 10 years | 10 years | ||||
Finite-Lived Intangible Assets [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible asset, useful life | 5 years | 5 years | ||||
Safegard Medical, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition cost | $ 2,936,712 | |||||
Fair value of assets acquired | 53,576 | |||||
Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Additional consideration, shares | 28,571 | |||||
Share Purchase Agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Asset acquisition | $ 2,500,000 | |||||
Operating costs | $ 275,000 | $ 300,000 | $ 594,000 | $ 770,000 | ||
Share Purchase Agreement [Member] | Equity Option [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock options issued | 35,714 | |||||
Exercise price | $ 7 | |||||
Vested options | 183,135 | |||||
Vested options, value | $ 183,135 | |||||
Share Purchase Agreement [Member] | Stock Option One [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock options issued | 50,000 | |||||
Exercise price | $ 4.25 | |||||
Share Purchase Agreement [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Additional consideration, shares | 28,571 | |||||
Share price | $ 7 | |||||
Fair market value of common stock | $ 200,000 |
Schedule of Other Assets (Detai
Schedule of Other Assets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Acquisition (see Note 5) | $ 472,701 | ||
Intangibles, net | $ 60,993 | 62,480 | |
Deposits or advance payments on machinery, molds, components or technology (see Note 15) | 517,377 | 336,466 | |
Other | 12,370 | 12,370 | 57,162 |
Other assets | $ 590,740 | $ 411,316 | $ 529,863 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Amortization | $ 7,928 | $ 1,487 | $ 6,882 |
Note Purchase Agreement (Detail
Note Purchase Agreement (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 13, 2023 | Apr. 19, 2022 | Apr. 19, 2022 | Apr. 14, 2022 | Dec. 14, 2021 | Apr. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Contingent stock liability | $ 677,000 | ||||||||||||
Contingent warrants liability | $ 585,000 | ||||||||||||
Common stock, shares issued | 11,655,936 | 11,655,936 | 9,407,415 | 5,187,062 | |||||||||
Fair market value of warrant | $ 455,326 | $ 5,200,000 | $ 19,836 | $ 228,750 | |||||||||
Warrant liability | $ 1,513,187 | $ 1,513,187 | 1,151,838 | ||||||||||
Gain loss on sale of derivatives | $ (90,108) | $ 4,365,930 | $ 93,977 | $ 4,078,930 | $ 5,392,911 | ||||||||
Exercise price | $ 4.38 | $ 4.38 | |||||||||||
Note Warrant [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Fair market value of warrant | $ 3,378,412 | $ 127,058 | |||||||||||
Exercise price | $ 4.25 | $ 4.25 | $ 1.56 | $ 1.56 | $ 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 | $ 124,460 | |||||||||||
Notes payable | $ 665,000 | $ 665,000 | $ 665,000 | ||||||||||
Debt discount | $ 1,335,000 | $ 1,335,000 | 1,335,000 | ||||||||||
Interest expense | $ 39,111 | 39,111 | 0 | ||||||||||
Accreted interest | 206,417 | 1,299,895 | 0 | ||||||||||
Notes payable | $ 2,000,000 | 2,000,000 | |||||||||||
Common stock, shares issued | 235,295 | 235,295 | |||||||||||
Fair market value of warrant | $ 496,000 | $ 496,000 | |||||||||||
Gain loss on sale of derivatives | $ 287,000 | ||||||||||||
Note Purchase Agreement [Member] | Note Warrant [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Fair market value of warrant | $ 554,412 | ||||||||||||
Contingent warrant | 235,295 | 235,295 | |||||||||||
Exercise price | $ 4.25 | ||||||||||||
Warrant liability | $ 30,588 | $ 585,000 | |||||||||||
Exercise price | $ 4.25 | ||||||||||||
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 issuance costs | $ 197,500 | ||||||||||||
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 of each Purchaser’s Note (the “Contingent Stock”) and b) issue each Purchaser a number of warrants, which would allow the Purchasers to purchase additional shares of the Company’s Common Stock, equal to 50% of the original principal amount each Purchaser’s Note for a term of 5.0 years (the “Contingent Warrants”) |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Feb. 13, 2023 | Feb. 03, 2023 | Apr. 30, 2022 | Apr. 19, 2022 | Apr. 19, 2022 | Apr. 19, 2022 | Apr. 14, 2022 | Apr. 13, 2022 | Mar. 22, 2022 | Apr. 30, 2023 | Feb. 28, 2023 | Apr. 30, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 21, 2022 | Apr. 18, 2019 | Dec. 11, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common stock, share authorized | 50,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 50,000,000 | 20,000,000 | |||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Preferred stock, shares authorized | 10,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 10,000 | 10,000 | |||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.001 | |||||||||||||||
Conversion of stock, description | Pursuant to the merger agreement, (i) the Company merged with and into Sharps Nevada, (ii) each 3.5 shares of common stock of the Company were converted into one share of common stock of Sharps Nevada and (iii) the articles of incorporation and bylaws of Sharps Nevada, became the articles of incorporation and bylaws of the surviving corporation | ||||||||||||||||||||||
Warrants received | 11,431,316 | 11,431,316 | 9,047,795 | 9,047,795 | |||||||||||||||||||
Net proceeds from IPO | $ 14,202,975 | ||||||||||||||||||||||
Additional paid in capital | $ 2,800,000 | $ 9,000,000 | $ 28,154,012 | $ 28,154,012 | $ 24,733,306 | 24,733,306 | 13,835,882 | ||||||||||||||||
Fair value adjustment of warrants | $ 455,326 | 5,200,000 | $ 19,836 | 228,750 | |||||||||||||||||||
Common stock issued for services, shares | 235,000 | ||||||||||||||||||||||
Common stock issued for services, value | $ 60,551 | $ 290,551 | 290,551 | 20,000 | |||||||||||||||||||
Issuance of common stock for equipment order | $ 2,783,385 | 500,000 | |||||||||||||||||||||
Warrant liability | $ 1,513,187 | $ 1,513,187 | $ 1,151,838 | 1,151,838 | |||||||||||||||||||
Payments for Repurchase of Initial Public Offering | $ 1,121,250 | ||||||||||||||||||||||
Volatility | 37.45% | 93.47% | |||||||||||||||||||||
Risk free interest rate | 3.58% | 2.77% | |||||||||||||||||||||
Dividend rate | 0% | 0% | 0% | 0% | |||||||||||||||||||
Exercise price | $ 4.38 | $ 4.38 | |||||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Fair value adjustment of warrants | $ 496,000 | $ 496,000 | |||||||||||||||||||||
Common stock issued for services, shares | 235,295 | 235,295 | |||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Exercise price | $ 1.56 | ||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||
Issuance of warrants | 2,248,521 | ||||||||||||||||||||||
Shares issued price per share | $ 1.69 | ||||||||||||||||||||||
Net proceeds from offering | $ 3,200,000 | ||||||||||||||||||||||
Offering expenses | $ 600,000 | ||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Exercise price | $ 5.32 | $ 5.32 | $ 5.32 | $ 5.32 | |||||||||||||||||||
Warrants received | 187,500 | 187,500 | 187,500 | 187,500 | |||||||||||||||||||
Net proceeds from IPO | $ 14,200,000 | $ 14,200,000 | $ 14,200,000 | ||||||||||||||||||||
Fair value adjustment of warrants | $ 228,750 | ||||||||||||||||||||||
Warrant liability | $ 5,778,750 | $ 5,778,750 | |||||||||||||||||||||
Warrants cost | $ 11,250 | $ 11,250 | 11,250 | 11,250 | |||||||||||||||||||
Volatility | 93.47% | ||||||||||||||||||||||
Risk free interest rate | 2.77% | ||||||||||||||||||||||
Dividend rate | 0% | ||||||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||||||
Trading Warrants [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Fair value adjustment of warrants | $ 86,250 | 3,378,412 | $ 86,250 | ||||||||||||||||||||
Issuance of warrants | 7,500,000 | 7,500,000 | |||||||||||||||||||||
Warrants cost | $ 5,778,750 | $ 5,778,750 | $ 1,121,250 | $ 1,121,250 | |||||||||||||||||||
Over Allotment Warrants [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Issuance of warrants | 1,125,000 | ||||||||||||||||||||||
Note Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Exercise price | $ 4.25 | $ 4.25 | $ 4.25 | $ 1.56 | $ 1.56 | $ 4.25 | $ 4.25 | ||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||
Fair value adjustment of warrants | $ 3,378,412 | $ 127,058 | |||||||||||||||||||||
Issuance of warrants | 235,295 | 235,295 | |||||||||||||||||||||
Issuance of liability | $ 157,647 | ||||||||||||||||||||||
Note Warrant [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Exercise price | $ 4.25 | $ 4.25 | |||||||||||||||||||||
Fair value adjustment of warrants | $ 554,412 | ||||||||||||||||||||||
Warrant liability | $ 30,588 | $ 30,588 | $ 585,000 | ||||||||||||||||||||
Exercise price | $ 4.25 | ||||||||||||||||||||||
Non Trading Warrants [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Fair value adjustment of warrants | $ 1,505 | $ 182,580 | |||||||||||||||||||||
Issuance of warrants | 135,000 | 2,248,521 | |||||||||||||||||||||
Warrants cost | $ 455,326 | $ 272,746 | $ 272,746 | ||||||||||||||||||||
Volatility | 41.24% | ||||||||||||||||||||||
Risk free interest rate | 3.71% | ||||||||||||||||||||||
Dividend rate | 0% | ||||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Issuance of warrants | 1,125,000 | ||||||||||||||||||||||
Note Warrants [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrants received | 235,295 | 235,295 | 235,295 | 235,295 | |||||||||||||||||||
Fair value adjustment of warrants | $ 2,353 | $ 520,000 | $ 2,353 | $ 520,000 | |||||||||||||||||||
Warrant liability | 32,941 | 32,941 | $ 30,588 | $ 30,588 | |||||||||||||||||||
Warrants cost | $ 32,941 | $ 32,941 | |||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Initial public offering | 3,750,000 | ||||||||||||||||||||||
Exercise price | $ 4.25 | ||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||
Warrants received | 1,125,000 | 1,125,000 | 1,125,000 | 1,125,000 | |||||||||||||||||||
Fair value adjustment of warrants | 4,657,500 | ||||||||||||||||||||||
Exercise price | $ 4.25 | ||||||||||||||||||||||
Warrant [Member] | Note Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Fair value adjustment of warrants | $ 127,059 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Initial public offering | 3,750,000 | 3,750,000 | |||||||||||||||||||||
Common stock issued for services, shares | 35,000 | 235,000 | 2,857 | ||||||||||||||||||||
Common stock issued for services, value | $ 4 | $ 23 | |||||||||||||||||||||
Issuance of warrants | 2,248,521 | 71,429 | |||||||||||||||||||||
Issuance of common stock for equipment order | $ 225 | $ 7 | |||||||||||||||||||||
Issuance of common stock for acquisition, shares | 28,571 | ||||||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Issuance of warrants | 487,204 | ||||||||||||||||||||||
Shares issued price per share | $ 7 | ||||||||||||||||||||||
Proceeds from issuance of private placement | $ 3,377,929 | ||||||||||||||||||||||
Subscription receivable | $ 32,500 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - Series A Preferred Stock [Member] - Alan Blackman [Member] | Apr. 15, 2022 | Dec. 31, 2021 | Feb. 28, 2018 | Feb. 18, 2018 |
IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Ownership interest percentage | 10% | 10% | ||
Director [Member] | ||||
Class of Stock [Line Items] | ||||
Ownership interest percentage | 50.10% | 50.10% | ||
Director [Member] | IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Ownership interest percentage | 29.50% | 29.50% |
Schedule of Warrant Liability (
Schedule of Warrant Liability (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Warrant liability | $ 1,513,187 | $ 1,151,838 | |
Note Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant liability | 32,941 | 30,588 | |
Trading And Overallotment Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant liability | 1,207,500 | $ 1,121,250 | |
Offering Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant liability | $ 272,746 |
Schedule of Warrant Outstanding
Schedule of Warrant Outstanding (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Warrant outstanding | 11,431,316 | 9,047,795 |
Note Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant outstanding | 235,295 | 235,295 |
Trading And Overallotment Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant outstanding | 8,812,500 | 8,812,500 |
Offering Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant outstanding | 2,248,521 | |
Warrants Issued For Service Management [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant outstanding | 135,000 |
Schedule of Changes in the Warr
Schedule of Changes in the Warrant Liability (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Warrant Liability | |||
FMV of Note Warrants | $ 30,588 | $ 157,647 | |
FMV of Trading and Overallotment Warrants | 1,121,250 | 5,778,750 | |
Change in fair value of warrant liability for the six months ended June 30,2023 | (93,977) | (4,784,559) | |
Fair Value at June 30, 2023 | 1,513,187 | $ 1,151,838 | |
FMV of Offering Warrants, at issuance | $ 455,326 |
Schedule of Stock Options Grant
Schedule of Stock Options Granted and Outstanding (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Stock option, beginning balance | 1,358,122 | 1,137,479 | 792,857 |
Weighted average exercise price, beginning balance | $ 4.37 | $ 5.18 | $ 3.64 |
Shares, options granted | 1,025,000 | 367,500 | 511,764 |
Weighted average exercise price, options granted | $ 1.37 | $ 1.63 | $ 7 |
Options, cancelled | (3,571) | (21,875) | |
Weighted average exercise price, options Cancelled | $ (4.38) | $ (4.38) | |
Options, forfeited | (143,286) | (145,157) | |
Weighted average exercise price, options forfeited | $ (1.75) | $ (3.77) | $ (2.57) |
Stock option, ending balance | 2,357,408 | 1,358,122 | 1,137,479 |
Weighted average exercise price, ending balance | $ 3.08 | $ 4.37 | $ 5.18 |
Stock option, exercisable | 1,665,378 | 1,132,861 | 825,847 |
Weighted average exercise price, exercisable | $ 3.63 | $ 4.59 | $ 5.38 |
Shares, options granted | (25,714) | ||
Weighted average exercise price, options granted | $ 1.75 | $ 3.77 | $ 2.57 |
Schedule of Information About O
Schedule of Information About Options Outstanding (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Exercise Price Range One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.21 | $ 1.21 |
Options, shares outstanding | 307,500 | 307,500 |
Stock option, aggregate intrinsic value | ||
Stock option, weighted average remaining contractual life | 4 years 5 months 1 day | 4 years 5 months 1 day |
Options, shares exercisable | 233,719 | 168,551 |
Stock option, aggregate intrinsic value on exercisable shares | ||
Exercise Price Range Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.30 | $ 1.39 |
Options, shares outstanding | 50,000 | 10,000 |
Stock option, aggregate intrinsic value | ||
Stock option, weighted average remaining contractual life | 4 years 8 months 15 days | 4 years 8 months 1 day |
Options, shares exercisable | 18,750 | 10,000 |
Stock option, aggregate intrinsic value on exercisable shares | ||
Exercise Price Range Three [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.37 | $ 1.75 |
Options, shares outstanding | 975,000 | 68,571 |
Stock option, aggregate intrinsic value | ||
Stock option, weighted average remaining contractual life | 4 years 8 months 1 day | 3 months |
Options, shares exercisable | 437,032 | 68,571 |
Stock option, aggregate intrinsic value on exercisable shares | ||
Exercise Price Range Four [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.39 | $ 2.80 |
Options, shares outstanding | 10,000 | 141,429 |
Stock option, aggregate intrinsic value | ||
Stock option, weighted average remaining contractual life | 4 years 2 months 1 day | 6 months |
Options, shares exercisable | 10,000 | 141,429 |
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 | $ 1.75 | $ 4.25 |
Options, shares outstanding | 42,857 | 50,000 |
Stock option, aggregate intrinsic value | ||
Stock option, weighted average remaining contractual life | 2 years 9 months | 4 years 6 months |
Options, shares exercisable | 42,857 | 37,500 |
Stock option, aggregate intrinsic value on exercisable shares | ||
Exercise Price Range Six [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 2.80 | $ 4.38 |
Options, shares outstanding | 141,429 | 244,286 |
Stock option, aggregate intrinsic value | ||
Stock option, weighted average remaining contractual life | 1 year | 2 years 3 months |
Options, shares exercisable | 141,429 | 244,286 |
Stock option, aggregate intrinsic value on exercisable shares | ||
Exercise Price Range Seven [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 4.25 | $ 7 |
Options, shares outstanding | 50,000 | 536,336 |
Stock option, aggregate intrinsic value | ||
Stock option, weighted average remaining contractual life | 4 years | 3 years |
Options, shares exercisable | 50,000 | 462,524 |
Stock option, aggregate intrinsic value on exercisable shares |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Option Awards (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected volatility | 37.45% | 93.47% | ||
Risk-free interest rate | 3.58% | 2.77% | ||
Dividend rate | 0% | 0% | 0% | 0% |
Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected term (years) | 2 years 10 months 17 days | 2 years 6 months | 2 years 6 months | |
Expected volatility | 75.40% | 100.81% | 97.26% | |
Risk-free interest rate | 3.71% | 2.90% | 0.18% | |
Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected term (years) | 3 years 3 months | 3 years | 3 years 3 months | |
Expected volatility | 89.93% | 110.74% | 116.06% | |
Risk-free interest rate | 4.27% | 3.47% | 0.81% |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Feb. 09, 2023 | Feb. 28, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 25, 2023 | Dec. 11, 2017 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Weighted-average grant-date fair value of options granted | $ 1.63 | $ 4.55 | |||||||||
Unrecognized stock based compensation | $ 725,355 | $ 725,355 | $ 475,097 | $ 1,260,990 | |||||||
Share based compensation | $ 637,547 | $ 650,104 | 1,012,592 | 1,195,819 | |||||||
Stock based charges relating to purchase of machinery | $ 63,512 | 63,612 | 253,337 | ||||||||
Stock based charges relating to acquisition | $ 40,901 | $ 60,435 | $ 122,701 | ||||||||
Stock option purchase shares | 50,000 | ||||||||||
Ciommon stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Chief Executive Officer [Member] | |||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Stock option purchase shares | 495,000 | ||||||||||
Director [Member] | |||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Stock option purchase shares | 455,000 | ||||||||||
Employees and Consultant [Member] | |||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Stock option purchase shares | 25,000 | ||||||||||
2023 Equity Incentive Plan [Member] | |||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Expected term | 5 years | ||||||||||
Stock option purchase shares | 975,000 | ||||||||||
Ciommon stock, par value | 0.0001 | $ 0.0001 | |||||||||
Options exercisable | $ 1.37 | $ 1.37 | |||||||||
Stock available for issuance | 1,400,000 | ||||||||||
2022 Equity Incentive Plan [Member] | Employment Agreement [Member] | |||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Expected term | 5 years | ||||||||||
Stock option purchase shares | 50,000 | ||||||||||
General and Administrative Expense [Member] | |||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Share based compensation | $ 234,610 | $ 365,606 | $ 617,711 | 589,553 | $ 915,796 | $ 1,091,227 | |||||
Research and Development Expense [Member] | |||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Share based compensation | $ 39,870 | $ 50,182 | $ 96,795 | $ 105,592 |
Schedule of Reconciliation of F
Schedule of Reconciliation of Federal Statutory Rate to Total Effective Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Expected benefit at statutory federal tax rate | $ (974,329) | $ (979,527) |
Permanent differences – net | (859,515) | |
State and local taxes, net of federal tax benefit | (265,607) | (311,373) |
Other | (21,965) | (57,563) |
Change in valuation allowance | 2,121,416 | 1,348,463 |
Income tax Expense (Benefit) Total |
Schedule of Components of Defer
Schedule of Components of Deferred tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Fixed assets | $ (268,594) | $ 3,837 |
Interest | 62,310 | 46,361 |
Research and development expenses | 454,942 | |
Stock-based compensation | 917,351 | 637,112 |
Net operating losses - federal | 2,898,411 | 1,687,053 |
Net operating losses – state and local | 921,350 | 536,282 |
Net operating losses - foreign | 37,686 | |
Research credit | 28,985 | 28,985 |
Deferred tax assets gross | 5,052,441 | 2,939,630 |
Less valuation allowance | (5,244,441) | (2,939,630) |
Net deferred tax liability | $ (192,000) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | 28% | ||||
Effective income tax rate percentage | 0% | 0% | 0% | 0% |
Related Party Transactions an_2
Related Party Transactions and Balances (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Officers and Directors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Accounts payable and accrued liabilities | $ 31,000 | $ 105,667 | $ 59,375 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Cash | $ 2,924,019 | $ 4,170,897 | |
Total assets measured at fair value | 2,924,019 | 4,170,897 | |
Liabilities | |||
Warrant liability | 1,513,187 | 1,151,838 | |
Total liabilities measured at fair value | 1,513,187 | 1,151,838 | |
Fair Value, Inputs, Level 1 [Member] | |||
Assets | |||
Cash | 2,924,019 | 4,170,897 | |
Total assets measured at fair value | 2,924,019 | 4,170,897 | |
Liabilities | |||
Warrant liability | 1,240,441 | 1,151,838 | |
Total liabilities measured at fair value | 1,240,441 | 1,151,838 | |
Fair Value, Inputs, Level 2 [Member] | |||
Assets | |||
Cash | |||
Total assets measured at fair value | |||
Liabilities | |||
Warrant liability | 272,276 | ||
Total liabilities measured at fair value | 272,276 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Assets | |||
Cash | |||
Liabilities | |||
Warrant liability | |||
Total liabilities measured at fair value |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 09, 2023 | Jan. 01, 2023 | Sep. 30, 2022 | Sep. 01, 2022 | Aug. 01, 2022 | Oct. 31, 2022 | May 31, 2019 | Sep. 30, 2018 | Jul. 31, 2017 | Mar. 26, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Total order costs to purchase equipment, molds and component parts for research and development | $ 609,953 | ||||||||||||
Progress payments | $ 280,349 | 209,678 | |||||||||||
Total order costs to purchase equipment and molds | 490,651 | ||||||||||||
Severance costs | 346,000 | ||||||||||||
Medical benefit cost | $ 29,000 | ||||||||||||
Compensation cost | $ 235,000 | ||||||||||||
Options to purchase shares | 50,000 | ||||||||||||
Stock option, exercise price | $ 1.30 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Compensation cost | $ 235,000 | ||||||||||||
Options to purchase shares | 50,000 | ||||||||||||
Stock option, exercise price | $ 1.30 | ||||||||||||
Mr. Blackman [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Accrued Bonuses | $ 250,000 | ||||||||||||
Payment for bonuses | $ 65,000 | ||||||||||||
Mr. Blackman [Member] | Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Payment for bonuses | $ 65,000 | ||||||||||||
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] | |||||||||||||
Salaries and wages | $ 320,000 | $ 256,000 | |||||||||||
Annual compensation | $ 225,000 | 225,000 | |||||||||||
Payment for incentive fee | $ 18,750 | $ 18,750 | |||||||||||
Service Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Initial fee | $ 90,000 | ||||||||||||
Monthly fee | $ 12,500 | ||||||||||||
Shares of restricted common stock | 200,000 | ||||||||||||
Value of digital marketing activities | $ 300,000 | ||||||||||||
Value of restricted common stock | $ 230,000 |
Schedule of Information about_2
Schedule of Information about Options Outstanding (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Exercise Price Range One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.21 | $ 1.21 |
Stock option, shares outstanding | 307,500 | 307,500 |
Stock option, weighted average remaining contractual life | 4 years 5 months 1 day | 4 years 5 months 1 day |
Stock option, shares exercisable | 233,719 | 168,551 |
Exercise Price Range Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.30 | $ 1.39 |
Stock option, shares outstanding | 50,000 | 10,000 |
Stock option, weighted average remaining contractual life | 4 years 8 months 15 days | 4 years 8 months 1 day |
Stock option, shares exercisable | 18,750 | 10,000 |
Exercise Price Range Three [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.37 | $ 1.75 |
Stock option, shares outstanding | 975,000 | 68,571 |
Stock option, weighted average remaining contractual life | 4 years 8 months 1 day | 3 months |
Stock option, shares exercisable | 437,032 | 68,571 |
Exercise Price Range Four [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.39 | $ 2.80 |
Stock option, shares outstanding | 10,000 | 141,429 |
Stock option, weighted average remaining contractual life | 4 years 2 months 1 day | 6 months |
Stock option, shares exercisable | 10,000 | 141,429 |
Exercise Price Range Five [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 1.75 | $ 4.25 |
Stock option, shares outstanding | 42,857 | 50,000 |
Stock option, weighted average remaining contractual life | 2 years 9 months | 4 years 6 months |
Stock option, shares exercisable | 42,857 | 37,500 |
Exercise Price Range Six [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 2.80 | $ 4.38 |
Stock option, shares outstanding | 141,429 | 244,286 |
Stock option, weighted average remaining contractual life | 1 year | 2 years 3 months |
Stock option, shares exercisable | 141,429 | 244,286 |
Exercise Price Range Seven [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 4.25 | $ 7 |
Stock option, shares outstanding | 50,000 | 536,336 |
Stock option, weighted average remaining contractual life | 4 years | 3 years |
Stock option, shares exercisable | 50,000 | 462,524 |
Exercise Price Range Eight [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 4.38 | |
Stock option, shares outstanding | 244,286 | |
Stock option, weighted average remaining contractual life | 1 year 9 months | |
Stock option, shares exercisable | 244,286 | |
Exercise Price Range Nine [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock option, exercise price | $ 7 | |
Stock option, shares outstanding | 536,336 | |
Stock option, weighted average remaining contractual life | 2 years 6 months | |
Stock option, shares exercisable | 477,305 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 6 Months Ended | ||||||
Feb. 09, 2023 | Feb. 03, 2023 | Jan. 25, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 11, 2017 | |
Subsequent Event [Line Items] | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 50,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Employee Benefits and Share-Based Compensation | $ 235,000 | ||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 1.30 | ||||||
Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Net proceeds from offering | $ 3,200,000 | ||||||
Offering expenses | $ 600,000 | ||||||
Shares issued | 2,248,521 | ||||||
Shares issued price per share | $ 1.69 | ||||||
Warrant exerice price | $ 1.56 | ||||||
Warrant term | 5 years | ||||||
2023 Equity Incentive Plan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 975,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Options exercisable | $ 1.37 | ||||||
Stock available for issuance | 1,400,000 | ||||||
Chief Executive Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 495,000 | ||||||
Director [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 455,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 50,000 | ||||||
Employee Benefits and Share-Based Compensation | $ 235,000 | ||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 1.30 | ||||||
Subsequent Event [Member] | Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Net proceeds from offering | $ 3,200,000 | ||||||
Offering expenses | $ 600,000 | ||||||
Shares issued | 2,248,521 | ||||||
Shares issued price per share | $ 1.69 | ||||||
Warrant exerice price | $ 1.56 | ||||||
Warrant term | 5 years | ||||||
Subsequent Event [Member] | 2023 Equity Incentive Plan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock available for issuance | 1,400,000 | ||||||
Subsequent Event [Member] | Chief Executive Officer And Director [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 975,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Options exercisable | $ 1.37 | ||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 495,000 | ||||||
Subsequent Event [Member] | Executive Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 455,000 | ||||||
Subsequent Event [Member] | Director [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 75,000 |