Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 28, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-41355 | |||
Entity Registrant Name | Sharps Technology, Inc. | |||
Entity Central Index Key | 0001737995 | |||
Entity Tax Identification Number | 82-3751728 | |||
Entity Incorporation, State or Country Code | NV | |||
Entity Address, Address Line One | 105 Maxess Road | |||
Entity Address, Address Line Two | Suite 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 Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 7,618,032 | |||
Entity Common Stock, Shares Outstanding | 15,670,898 | |||
Documents Incorporated by Reference [Text Block] | None | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Auditor Location | New York, New York | Vancouver, Canada | ||
Auditor Firm ID | 127 | 1524 | ||
Auditor Name | PKF O’CONNOR DAVIES LLP | Manning Elliott LLP | ||
Common Stock, Par Value $0.0001 | ||||
Title of 12(b) Security | Common Stock, Par Value $0.0001 | |||
Trading Symbol | STSS | |||
Security Exchange Name | NASDAQ | |||
Common Stock Purchase Warrants | ||||
Title of 12(b) Security | Common Stock Purchase Warrants | |||
Trading Symbol | STSSW | |||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 3,012,908 | $ 4,170,897 |
Prepaid expenses and other current assets | 116,508 | 66,749 |
Inventories, Net (Note 3) | 1,709,135 | 185,804 |
Current Assets | 4,838,551 | 4,423,450 |
Fixed Assets, net of accumulated depreciation (Notes 4 and 5) | 6,822,142 | 7,004,890 |
Other Assets (Notes 5 and 6) | 128,575 | 411,316 |
TOTAL ASSETS | 11,789,268 | 11,839,656 |
Current Liabilities | ||
Accounts payable (Note 4) | 794,107 | 543,226 |
Accrued expenses and other | 476,090 | 311,458 |
Warrant liability (Notes 8 and 10) | 2,422,785 | 1,151,838 |
Total Current Liabilities | 3,692,982 | 2,006,522 |
Deferred Tax Liability (Note 12) | 162,000 | 192,000 |
Total Liabilities | 3,854,982 | 2,198,522 |
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; 15,274,457 shares issued and outstanding and (2022: 9,407,415) | 1,528 | 941 |
Additional paid-in capital | 32,489,950 | 24,733,306 |
Accumulated other comprehensive income | 591,812 | 214,253 |
Accumulated deficit | (25,149,004) | (15,307,366) |
Total Stockholders’ Equity | 7,934,286 | 9,641,134 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 11,789,268 | $ 11,839,656 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 15,274,457 | 9,407,415 |
Common stock, shares outstanding | 15,274,457 | 9,407,415 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue, net | ||
Operating expenses: | ||
Research and development (Note 5) | 1,605,547 | 2,280,933 |
General and administrative | 8,521,103 | 6,457,860 |
Total operating expenses | (10,126,650) | (8,738,793) |
Loss from operations | (10,126,650) | (8,738,793) |
Other income (expense) | ||
Interest income (expense) | 138,118 | (1,320,416) |
FMV adjustment on contingent stock & warrants | 169,583 | 5,392,911 |
Foreign currency and other | (52,689) | 26,636 |
Net loss Before Provision for Taxes | (9,871,638) | (4,639,662) |
Deferred Tax Benefit | 30,000 | |
Net Loss | $ (9,841,638) | $ (4,639,662) |
Net loss per share, basic | $ (0.76) | $ (0.57) |
Net loss per share, diluted | $ (0.76) | $ (0.57) |
Weighted average shares used to compute net loss per share, basic | 13,032,717 | 8,100,410 |
Weighted average shares used to compute net loss per share, diluted | 13,032,717 | 8,100,410 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net Loss | $ (9,841,638) | $ (4,639,662) |
Other comprehensive income: | ||
Foreign currency translation adjustments | 377,559 | 214,253 |
Comprehensive loss | $ (9,464,079) | $ (4,425,409) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Subscription Receivable [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 519 | $ (32,500) | $ 13,835,882 | $ (10,667,704) | $ 3,136,197 | ||
Balance, shares at Dec. 31, 2021 | 1 | 5,187,062 | |||||
Net loss | (4,639,662) | (4,639,662) | |||||
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 | ||||||
Share-based compensation charges | 1,136,638 | 1,136,638 | |||||
Fractional share adjustment | |||||||
Fractional share adjustment, shares | 59 | ||||||
Issuance of common stock for services | $ 23 | 290,528 | $ 290,551 | ||||
Issuance of common stock for services, shares | 235,000 | 235,000 | |||||
Foreign currency translation | 214,253 | $ 214,253 | |||||
Collection of stock subscription | 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 | |||||
Net loss | (9,841,638) | (9,841,638) | |||||
Share-based compensation charges | 963,023 | 963,023 | |||||
Foreign currency translation | 377,559 | 377,559 | |||||
Shares issued in Offering | $ 225 | 2,783,160 | 2,783,385 | ||||
Shares issued in Offering, shares | 2,248,521 | ||||||
Shelf Registration Offering – see Note 8 | $ 362 | 2,457,642 | 2,458,004 | ||||
Shelf Registration Offering, shares | 3,618,521 | ||||||
Private Placement Offering – see Note 8 | 1,552,819 | 1,552,819 | |||||
Balance at Dec. 31, 2023 | $ 1,528 | $ 32,489,950 | $ 591,812 | $ (25,149,004) | $ 7,934,286 | ||
Balance, shares at Dec. 31, 2023 | 1 | 15,274,457 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,841,638) | $ (4,639,662) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 882,177 | 654,572 |
Stock-based compensation | 963,023 | 1,012,592 |
Issuance of common stock for services | 290,551 | |
Accretion of debt discount | 1,299,985 | |
FMV for adjustment for contingent stock | (181,000) | |
FMV adjustment for Contingent warrants and warrants | (169,583) | (5,211,911) |
Fixed asset impairment | 560,000 | |
Deferred tax benefit | (30,000) | |
IPO issuance costs relating to warrants | 205,112 | 550,433 |
Foreign exchange loss | 44,463 | 496 |
Changes in operating assets | ||
Prepaid expenses | (82,169) | (58,754) |
Inventory | (1,441,462) | (34,109) |
Other assets | (12,735) | (12,000) |
Accounts payable and accrued liabilities | 415,512 | (104,352) |
Net cash used in operating activities | (8,507,300) | (6,433,159) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Deposits paid on fixed assets and components | (209,678) | |
Purchase of fixed assets | (698,277) | (542,662) |
Asset acquisition | (2,365,576) | |
Net cash used in investing activities | (698,277) | (3,117,916) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from Initial Public Offering and additional offerings | 8,029,628 | 14,202,975 |
Repayment of note payable | (2,000,000) | |
Proceeds from subscriptions receivable | 32,500 | |
Net cash provided by financing activities | 8,029,628 | 12,235,475 |
Effect of exchange rate changes on cash | 17,960 | 7,331 |
NET INCREASE (DECREASE) IN CASH | (1,157,989) | 2,691,731 |
CASH — BEGINNING OF YEAR | 4,170,897 | 1,479,166 |
CASH — END OF YEAR | 3,012,908 | 4,170,897 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 47,111 | |
Cash paid for taxes | ||
Non-cash investing and financing activity: | ||
FMV for Common stock issued for contingent shares | 496,000 | |
FMV for Warrants issued for contingent warrants | 554,312 | |
Common stock issued and vested stock options for fixed assets acquired | 63,612 | |
Common stock issued and vested stock options issued as consideration for acquisition | $ 60,435 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1. Description of Business Nature of Business Sharps Technology, Inc. (“Sharps” or the “Company”) is a pre-revenue medical device company that has designed and patented various safety syringes and is seeking commercialization by manufacturing and distribution of its products. The accompanying consolidated financial statements include the accounts of Sharps Technology, Inc. and its wholly owned subsidiaries, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and are expressed in U.S. dollars. The accompanying consolidated 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 December 31, 2023, the Company used cash in operations of $ 8,507,300 3,012,908 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, 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. At December 31, 2023 and 2022, the Company had no 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, 2023 and 2022, 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, 2023 AND 2022 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 or FMV using Black Sholes 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, computer system 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. The Company recorded an impairment of $ 560,000 no SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) Purchased 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 finite-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. SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) 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 December 31, 2023, certain warrants (see Notes 8 and 10) are 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. 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. 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 31, 2023 and 2022. 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 statements of operations. 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 period. Basic EPS includes the 3,381,479 22,950,155 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. SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) 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. Recent Accounting Pronouncements 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 December 2023, the FASB issued ASU 2023-09, Income Taxes : Improvements to Income Tax Disclosures The Company does not expect the adoption of any accounting pronouncements to have a material impact on the consolidated financial statements. The Company 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. SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3. Inventories Inventories, net consisted of the following at December 31, 2023 and 2022: Schedule of Inventories December 31, 2023 December 31, 2022 Raw materials $ 254,461 $ 106,088 Work in process 170,464 49,144 Finished goods 1,284,210 30,572 Total $ 1,709,135 $ 185,804 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 4. Fixed Assets Fixed asset, net, as of December 31, 2023 and 2022, are summarized as follows: Schedule of Property, Plant and Equipment December 31, 2023 December 31, 2022 Land $ 260,460 $ 242,240 Building 3,022,490 2,824,481 Machinery and Equipment 4,464,317 4,601,293 Computer and Website 290,661 16,600 Total Fixed Assets 8,037,928 7,684,614 Less: accumulated depreciation (1,215,786 ) (679,724 ) Fixed asset, net $ 6,822,142 $ 7,004,890 Depreciation expense of fixed assets for the year ended December 31, 2023 and 2022 was $ 876,064 647,690 In the fourth quarter of 2023, the Company recorded, in Research and Development expenses, an asset impairment of $ 560,000 During the year ended December 2022, the Company recorded $ 63,612 100,000 |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
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 year ended December 31, 2022, the Company had remitted $594,000 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 5. Asset Acquisition (continued) 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 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 2,684,000 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 | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 6. Other Assets Other assets as of December 31, 2023 and 2022 are summarized as follows: Schedule of Other Assets December 31, December 31, 2023 2022 Intangibles, net $ 52,513 $ 62,480 Deposits or advance payments on machinery, molds and components (see Note 15) - 336,466 Other 76,062 12,370 Other assets $ 128,575 $ 411,316 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, 2023 was $ 15,184 |
Note Purchase Agreement
Note Purchase Agreement | 12 Months Ended |
Dec. 31, 2023 | |
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 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 7. Note Purchase Agreement (continued) 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 1,299,895 2,000,000 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 $0.64 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
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 September 29, 2023, the Company completed two simultaneous offerings and received aggregate gross proceeds of approximately $ 5.6 716,000 a. The first offering, the securities purchase agreement offering (the “Shelf Offering”) with institutional investors and the Company resulted in the Company receiving net proceeds from the Shelf Offering and the sale of pre-funded warrants of approximately $ 2.5 362,000 3,618,521 0.64 800,000 0.639 0.001 b. The second offering, the securities purchase agreement offering (“Private Placement”) with institutional investors and the Company received net proceeds from the Private Placement of approximately $ 2.4 354,000 2,581,479 8,750,003 1.074 5.5 0.64 1.6 985,204 1,036,875 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 0.64 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 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 8. Stockholders’ Equity (continued) 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 Warrants a) In connection with a one-year advisory services arrangement entered into in April 2023, the Company issued 495,000 1.56 42,915 3 24.49 44.83 3.58 4.67 0 b) In connection with the Private Placement in September 2023, the Company issued 8,750,003 985,204 1,036,875 51,671 c) In connection with the Offering in February 2023, the Company issued 2,248,521 455,326 234,072 221,254 d) In connection with the IPO in April 2022, the Company issued 7,500,000 1,125,000 1,121,250 0 4,784,559 respectively SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 8. Stockholders’ Equity (continued) e) The Company has issued 235,295 4.25 five years 30,588 0 127,059 f) The underwriter received 187,500 11,250 5.32 228,750 93.47 five 2.77 0 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
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 |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2023 | |
Warrant Liability | |
Warrant Liability | Note 10. Warrant Liability The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented as a Warrant liability in the accompanying consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the consolidated statement of operations, The non-trading warrants, related to the February 2023 and September 2023 offerings, are valued using the Black-Scholes pricing model. The assumptions for the year ended December 31, 2023 were as follows: (See Notes 7 and 8) Schedule of Fair Value of Warrant Year Ended 2023 Expected term (years) 4.10 5.50 Expected volatility 45.30 70.44 % Risk-free interest rate 3.53 4.54 % Dividend rate 0 % The Warrant liability at December 31, 2023 and 2022 was as follows: Schedule of Warrant Liability 2023 2022 Trading and Overallotment Warrants $ 1,121,250 1,121,250 Note Warrants 30,588 30,588 Offering Warrants – February 2023 234,072 - Offering Warrants – September 2023 1,036,875 - Total Warrant Liability $ 2,422,785 1,151,838 The Warrants outstanding at December 31, 2023 and 2022 were as follows: Schedule of Warrant Outstanding December 31, 2023 December 31, 2022 Trading and Overallotment Warrants 8,812,500 8,812,500 Note Warrants 235,294 235,294 Offering Warrants – February 2023 2,248,521 - Offering Warrants – September 2023 8,750,003 - Warrants issued for services arrangement 495,000 - Total Warrants Outstanding 20,541,318 9,047,794 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 10. Warrant Liability (continued) For the years ended December 31, 2023 and 2022 the FMV loss (gain) adjustment, which is reflected in the FMV adjustment on Warrants in the Consolidated Statements of Operations was ($ 169,583 4,784,559 |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 11. Stock Options On January 24, 2023, the Company’s Board of Directors initially adopted the 2023 Equity Incentive Plan (the “2023 Plan”), to provide for the issuance of up to 1,400,000 3,500,000 A summary of options granted and outstanding is presented below. Schedule of Stock Options Granted and Outstanding 2023 2022 Options Weighted Options Weighted Outstanding at Beginning of year 1,358,122 $ 4.37 1,137,479 $ 5.18 Granted 1,065,000 1.35 367,500 1.63 Cancelled (3,571 ) (4.38 ) Forfeited (14,286 ) $ 1.75 (143,286 ) $ (3.77 ) Outstanding at end of year 2,408,836 $ 3.03 1,358,122 $ 4.37 Exercisable at end of year 1,881,327 $ 3.47 1,132,861 $ 4.59 1) During the year ended December 31, 2023, the Company granted five a) 975,000 0.0001 1.37 b) 90,000 0.82 1.30 During the year ended December 31, 2023, 660,000 405,000 1,748,836 During the years ended December 31, 2023 and 2022, the estimated weighted-average grant-date fair value of options granted was $ .80 1.63 498,454 475,097 .94 2.05 The following table summarizes information about options outstanding at December 31, 2023: Schedule of Information About Options Outstanding Exercise Options Aggregate Weighted Average Options Aggregate Intrinsic Value $ .82 .92 40,000 - 4.58 18,794 - $ 1.21 307,500 - 3.42 240,386 - $ 1.30 50,000 - 4.21 43,750 - $ $ 1.37 975,000 - 4.17 561,719 - $ 1.75 54,285 - 2.25 54,285 - $ 2.80 141,429 - 2.25 141,429 - $ 1.39 10,000 - 3.75 10,000 - $ 4.25 50,000 - 3.75 50,000 - $ 4.38 244,286 - 1.25 244,286 - $ 7.00 536,335 - 2.00 516,679 - At December 31,2023, the stock options outstanding and the options exercisable have exercise prices that exceed the stock market price at December 31, 2023 and as such no intrinsic value exist. Intrinsic value is defined as the difference between the exercise price of the options and the market price of the Company’s common stock. SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 11. Stock Options (continued) In 2023 and 2022, the Company recognized stock-based compensation expense of $ 920,108 906,745 13,363 1,012,592 915,797 96,795 63,612 60,435 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 2023 Year Ended 2022 Expected term (years) 2.88 3.25 2.50 3.00 Expected volatility 75.40 89.93 % 100.81 110.74 % Risk-free interest rate 3.71 4.27 % 2.90 3.47 % Dividend rate 0 % 0 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes A reconciliation of the Federal statutory rate of 21 28 Schedule of Reconciliation of Federal Statutory Rate to Total Effective Rate Year Ended Year Ended December 31, 2023 December 31, 2022 Expected benefit at statutory federal tax rate $ (2,073,230 ) $ (974,329 ) Permanent differences – net (35,469 ) (859,515 ) State and local taxes, net of federal tax benefit - (265,607 ) Other (24,569 ) (21,965 ) Change in valuation allowance 2,103,268 2,121,416 Income tax expense (benefit) $ (30,000 ) $ - 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 $ (281,073 ) $ (268,594 ) Interest 35,178 62,310 Research and development expenses 400,810 454,942 Stock-based compensation 895,509 917,351 Charitable Contributions 420 Net operating losses - federal 4,456,242 2,898,411 Net operating losses – state and local 543,264 921,350 Net operating losses - foreign 233,114 37,686 Research credit 28,985 28,985 Less valuation allowance (6,474,449 ) (5,244,441 ) Net deferred tax liability $ (162,000 ) $ (192,000 ) SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 12. Income Taxes (continued) 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. As of December 31, 2023, the Company had U.S. federal net operating loss carryforwards of approximately $ 21,222,000 241,000 20,981,000 2,590,000 The geographical components of loss before income taxes consisted of the following for the years ended December 31: Schedule of Geographical Components of Loss Before Income Taxes Year Ended Year Ended December 31, December 31, United Stated Operations $ (8,173,807 ) $ (3,978,832 ) International Operations (1,667,831 ) (660,830 ) (Loss) Income before taxes (9,871,638 ) (4,639,662 ) |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | Note 13. Related Party Transactions and Balances As of December 31, 2023 and 2022, accounts payable and accrued liabilities include $ 32,974 105,667 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
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 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 14. Fair Value Measurements (continued) As of December 31, 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 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Assets Cash $ 3,012,908 - - $ 3,012,908 Total assets measured at fair value $ 3,012,908 - - $ 3,012,908 Liabilities Warrant liability $ - 2,422,785 — $ 2,422,785 Total liabilities measured at fair value $ - 2,422,785 - $ 2,422,785 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: 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 | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Fixed Assets and Other At December 31, 2023, the remaining amounts due under outstanding orders of $ 56,874 609,953 209,678 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 15. Commitments and Contingencies (continued) 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 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 $ 256,000 320,000 250,000 65,000 346,000 29,000 218,000 60,000 SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 15. Commitments and Contingencies (continued) 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 9, 2023, the Company, appointed Justin Page, as Vice President of Technical Operations with a start date of February 15, 2023. The agreement provides for annual compensation of $ 235,000 50,000 1.30 On November 10, 2023, the Company executed an Employment Agreement with Robert Hayes, its Chief Executive Officer amending the employment letter dated September 6, 2021. The agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within ninety days prior to end of the current term. The agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The agreement provides for annual compensation retroactive to June 1, 2023 of $ 600,000 400,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events In January 2024, the holders of 398,441 of pre-funded warrants exercised their warrants at the exercise price of $ .001 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and are expressed in U.S. dollars. The accompanying consolidated 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 December 31, 2023, the Company used cash in operations of $ 8,507,300 3,012,908 |
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 December 31, 2023, 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. At December 31, 2023 and 2022, the Company had no |
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 December 31, 2023 and 2022, 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, 2023 AND 2022 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 or FMV using Black Sholes 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, computer system 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 annually for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. The Company recorded an impairment of $ 560,000 no SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) |
Purchased Identified Intangible Assets | Purchased 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 finite-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. SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) |
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 December 31, 2023, certain warrants (see Notes 8 and 10) are 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. |
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. |
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 December 31, 2023 and 2022. 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 statements of operations. 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 period. Basic EPS includes the 3,381,479 22,950,155 |
Income Taxes | Income Taxes The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. SHARPS TECHNOLOGY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2. Summary of Significant Accounting Policies (continued) 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. |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 December 2023, the FASB issued ASU 2023-09, Income Taxes : Improvements to Income Tax Disclosures The Company does not expect the adoption of any accounting pronouncements to have a material impact on the consolidated financial statements. The Company 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) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories, net consisted of the following at December 31, 2023 and 2022: Schedule of Inventories December 31, 2023 December 31, 2022 Raw materials $ 254,461 $ 106,088 Work in process 170,464 49,144 Finished goods 1,284,210 30,572 Total $ 1,709,135 $ 185,804 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Fixed asset, net, as of December 31, 2023 and 2022, are summarized as follows: Schedule of Property, Plant and Equipment December 31, 2023 December 31, 2022 Land $ 260,460 $ 242,240 Building 3,022,490 2,824,481 Machinery and Equipment 4,464,317 4,601,293 Computer and Website 290,661 16,600 Total Fixed Assets 8,037,928 7,684,614 Less: accumulated depreciation (1,215,786 ) (679,724 ) Fixed asset, net $ 6,822,142 $ 7,004,890 |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2,684,000 Machinery 158,000 Inventory 32,000 Intangibles 64,712 Deferred tax liability (192,000 ) Total $ 2,936,712 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets as of December 31, 2023 and 2022 are summarized as follows: Schedule of Other Assets December 31, December 31, 2023 2022 Intangibles, net $ 52,513 $ 62,480 Deposits or advance payments on machinery, molds and components (see Note 15) - 336,466 Other 76,062 12,370 Other assets $ 128,575 $ 411,316 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Fair Value of Warrant | 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 2023 Year Ended 2022 Expected term (years) 2.88 3.25 2.50 3.00 Expected volatility 75.40 89.93 % 100.81 110.74 % Risk-free interest rate 3.71 4.27 % 2.90 3.47 % Dividend rate 0 % 0 % |
Schedule of Warrant Liability | The Warrant liability at December 31, 2023 and 2022 was as follows: Schedule of Warrant Liability 2023 2022 Trading and Overallotment Warrants $ 1,121,250 1,121,250 Note Warrants 30,588 30,588 Offering Warrants – February 2023 234,072 - Offering Warrants – September 2023 1,036,875 - Total Warrant Liability $ 2,422,785 1,151,838 |
Schedule of Warrant Outstanding | The Warrants outstanding at December 31, 2023 and 2022 were as follows: Schedule of Warrant Outstanding December 31, 2023 December 31, 2022 Trading and Overallotment Warrants 8,812,500 8,812,500 Note Warrants 235,294 235,294 Offering Warrants – February 2023 2,248,521 - Offering Warrants – September 2023 8,750,003 - Warrants issued for services arrangement 495,000 - Total Warrants Outstanding 20,541,318 9,047,794 |
Warrant [Member] | |
Schedule of Fair Value of Warrant | Schedule of Fair Value of Warrant Year Ended 2023 Expected term (years) 4.10 5.50 Expected volatility 45.30 70.44 % Risk-free interest rate 3.53 4.54 % Dividend rate 0 % |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Options Weighted Options Weighted Outstanding at Beginning of year 1,358,122 $ 4.37 1,137,479 $ 5.18 Granted 1,065,000 1.35 367,500 1.63 Cancelled (3,571 ) (4.38 ) Forfeited (14,286 ) $ 1.75 (143,286 ) $ (3.77 ) Outstanding at end of year 2,408,836 $ 3.03 1,358,122 $ 4.37 Exercisable at end of year 1,881,327 $ 3.47 1,132,861 $ 4.59 |
Schedule of Information About Options Outstanding | The following table summarizes information about options outstanding at December 31, 2023: Schedule of Information About Options Outstanding Exercise Options Aggregate Weighted Average Options Aggregate Intrinsic Value $ .82 .92 40,000 - 4.58 18,794 - $ 1.21 307,500 - 3.42 240,386 - $ 1.30 50,000 - 4.21 43,750 - $ $ 1.37 975,000 - 4.17 561,719 - $ 1.75 54,285 - 2.25 54,285 - $ 2.80 141,429 - 2.25 141,429 - $ 1.39 10,000 - 3.75 10,000 - $ 4.25 50,000 - 3.75 50,000 - $ 4.38 244,286 - 1.25 244,286 - $ 7.00 536,335 - 2.00 516,679 - |
Schedule of Fair Value of Stock Option Awards | The fair value of stock option awards accounted for under ASC 718 was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Schedule of Fair Value of Stock Option Awards Year Ended 2023 Year Ended 2022 Expected term (years) 2.88 3.25 2.50 3.00 Expected volatility 75.40 89.93 % 100.81 110.74 % Risk-free interest rate 3.71 4.27 % 2.90 3.47 % Dividend rate 0 % 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 Expected benefit at statutory federal tax rate $ (2,073,230 ) $ (974,329 ) Permanent differences – net (35,469 ) (859,515 ) State and local taxes, net of federal tax benefit - (265,607 ) Other (24,569 ) (21,965 ) Change in valuation allowance 2,103,268 2,121,416 Income tax expense (benefit) $ (30,000 ) $ - |
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 $ (281,073 ) $ (268,594 ) Interest 35,178 62,310 Research and development expenses 400,810 454,942 Stock-based compensation 895,509 917,351 Charitable Contributions 420 Net operating losses - federal 4,456,242 2,898,411 Net operating losses – state and local 543,264 921,350 Net operating losses - foreign 233,114 37,686 Research credit 28,985 28,985 Less valuation allowance (6,474,449 ) (5,244,441 ) Net deferred tax liability $ (162,000 ) $ (192,000 ) |
Schedule of Geographical Components of Loss Before Income Taxes | The geographical components of loss before income taxes consisted of the following for the years ended December 31: Schedule of Geographical Components of Loss Before Income Taxes Year Ended Year Ended December 31, December 31, United Stated Operations $ (8,173,807 ) $ (3,978,832 ) International Operations (1,667,831 ) (660,830 ) (Loss) Income before taxes (9,871,638 ) (4,639,662 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | As of December 31, 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 Fair Value Measurements Using Level 1 Level 2 Level 3 Total Assets Cash $ 3,012,908 - - $ 3,012,908 Total assets measured at fair value $ 3,012,908 - - $ 3,012,908 Liabilities Warrant liability $ - 2,422,785 — $ 2,422,785 Total liabilities measured at fair value $ - 2,422,785 - $ 2,422,785 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: 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 ($) $ in Millions | Apr. 19, 2022 | Apr. 14, 2022 |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Initial public offering | $ 14.2 | $ 14.2 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Cash in operations | $ 8,507,300 | $ 6,433,159 |
Cash | 3,012,908 | |
Cash equivalents | 0 | 0 |
Impairment losses | $ 560,000 | |
Weighted average shares outstanding basic | 13,032,717 | 8,100,410 |
Stock Options and Warrants [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Antidilutive securities shares | 22,950,155 | |
Prefundend Warrants [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Weighted average shares outstanding basic | 3,381,479 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment asset useful life | 20 years | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment asset useful life | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment asset useful life | 10 years | |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment asset useful life | 3 years |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 254,461 | $ 106,088 |
Work in process | 170,464 | 49,144 |
Finished goods | 1,284,210 | 30,572 |
Total | $ 1,709,135 | $ 185,804 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 8,037,928 | $ 7,684,614 |
Less: accumulated depreciation | (1,215,786) | (679,724) |
Fixed asset, net | 6,822,142 | 7,004,890 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 260,460 | 242,240 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 3,022,490 | 2,824,481 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 4,464,317 | 4,601,293 |
Computer Systems And Website And Other Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 290,661 | $ 16,600 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 876,064 | $ 647,690 | |
Balance due on machinery | $ 100,000 | ||
Equity Option [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisition of machinery | $ 63,612 | ||
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment | $ 560,000 |
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 | 2,684,000 |
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 ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 06, 2022 | Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2023 | |
Building [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 20 years | |||
Machinery and Equipment [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 5 years | |||
Machinery and Equipment [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 10 years | |||
Finite-Lived Intangible Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 5 years | |||
Safegard Medical, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition cost | $ 2,936,712 | |||
Fair value of assets acquired | $ 53,576 | |||
Share Purchase Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Asset acquisition | $ 2,500,000 | |||
Operating costs | $ 594,000 | |||
Share Purchase Agreement [Member] | Equity Option [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock options issued | 35,714 | |||
Exercise price | $ 7 | |||
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 ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Intangibles, net | $ 52,513 | $ 62,480 |
Deposits or advance payments on machinery, molds and components (see Note 15) | 336,466 | |
Other | 76,062 | 12,370 |
Other assets | $ 128,575 | $ 411,316 |
Other Assets (Details Narrative
Other Assets (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Amortization of intangible assets | $ 15,184 |
Note Purchase Agreement (Detail
Note Purchase Agreement (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Sep. 29, 2023 | Apr. 19, 2022 | Apr. 14, 2022 | Dec. 14, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock, shares issued | 15,274,457 | 9,407,415 | |||||
Fair market value of warrant | $ 5,200,000 | $ 42,915 | |||||
Exercise price | $ 4.38 | ||||||
Note Purchase Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Interest rate | 8% | ||||||
Contingent stock liability | $ 677,000 | ||||||
Contingent warrants liability | 585,000 | ||||||
Allocation of debt issuance cost to contingent stock and contingent warrants | $ 124,460 | ||||||
Notes payable | 665,000 | ||||||
Debt discount | $ 1,335,000 | ||||||
Interest expense | $ 39,111 | ||||||
Accreted interest | 1,299,895 | ||||||
Notes payable | $ 2,000,000 | ||||||
Common stock, shares issued | 235,295 | ||||||
Fair market value of warrant | $ 496,000 | ||||||
Note Purchase Agreement [Member] | Note Warrant [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Contingent warrant | 235,295 | ||||||
Exercise price | $ 0.64 | $ 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 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”). | ||||||
Debt issuance costs | $ 197,500 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Sep. 29, 2023 | Feb. 03, 2023 | Apr. 19, 2022 | Apr. 19, 2022 | Apr. 14, 2022 | Apr. 13, 2022 | Mar. 22, 2022 | Sep. 30, 2023 | Feb. 28, 2023 | Apr. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 09, 2022 | Apr. 18, 2019 | Dec. 11, 2017 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Common stock, share authorized | 50,000,000 | 100,000,000 | 100,000,000 | 50,000,000 | 20,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, shares authorized | 10,000 | 1,000,000 | 1,000,000 | 10,000 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.0001 | $ 0.0001 | $ 0.001 | |||||||||||
Conversion of stock, description | Pursuant to the merger agreement, (i) the Company merged with and into Sharps Nevada, (ii) each 3.5 shares of common stock of the Company were converted into one share of common stock of Sharps Nevada and (iii) the articles of incorporation and bylaws of Sharps Nevada, became the articles of incorporation and bylaws of the surviving corporation. | ||||||||||||||
Gross proceeds | $ 5,600,000 | ||||||||||||||
Other offering expenses | $ 716,000 | ||||||||||||||
Additional paid in capital | $ 9,000,000 | $ 32,489,950 | $ 24,733,306 | ||||||||||||
Fair value adjustment of warrants | 5,200,000 | $ 42,915 | |||||||||||||
Exercise price | $ 4.38 | ||||||||||||||
Warrants received | 20,541,318 | 9,047,794 | |||||||||||||
Common stock issued for services, shares | 235,000 | ||||||||||||||
Common stock issued for services, value | $ 290,551 | ||||||||||||||
Expected term | 3 years | ||||||||||||||
Volatility, minimum | 24.49% | ||||||||||||||
Volatility, maximum | 44.83% | ||||||||||||||
Risk free interest rate, minimum | 3.58% | ||||||||||||||
Risk free interest rate, maximum | 4.67% | ||||||||||||||
Dividend rate | 0% | 0% | |||||||||||||
Fair market value adjustment | $ 169,583 | $ 4,784,559 | |||||||||||||
Warrant [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Warrants exercise price term | 5 years | ||||||||||||||
Initial public offering | 3,750,000 | ||||||||||||||
Exercise price | $ 4.25 | ||||||||||||||
Warrants received | 1,125,000 | 1,125,000 | |||||||||||||
Dividend rate | 0% | ||||||||||||||
Purchase Agreement [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Issuance of warrants | 2,248,521 | ||||||||||||||
Shares issued price per share | $ 1.69 | ||||||||||||||
Exercise price | $ 1.56 | ||||||||||||||
Net proceeds from offering | $ 3,200,000 | ||||||||||||||
Offering expenses | $ 600,000 | ||||||||||||||
Warrant exerice price | $ 0.64 | ||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Fair value adjustment of warrants | $ 496,000 | ||||||||||||||
Common stock issued for services, shares | 235,295 | ||||||||||||||
Shelf Offering [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Net proceeds from IPO | $ 2,500,000 | ||||||||||||||
Net fees | $ 362,000 | ||||||||||||||
Issuance of warrants | 3,618,521 | ||||||||||||||
Shares issued price per share | $ 0.64 | ||||||||||||||
Exercise price | $ 0.001 | ||||||||||||||
Shelf Offering [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Prefunded warrants | 800,000 | ||||||||||||||
Exercise price | $ 0.639 | ||||||||||||||
Private Placement [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Net fees | $ 354,000 | ||||||||||||||
Net proceeds from the Private Placement | 2,400,000 | ||||||||||||||
Additional paid in capital | 1,600,000 | ||||||||||||||
Fair value adjustment of warrants | $ 985,204 | ||||||||||||||
Warrants liability | $ 1,036,875 | ||||||||||||||
Private Placement [Member] | Securities Purchase Agreement [Member] | PIPE Pre Funded Warrants [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Issuance of warrants | 2,581,479 | ||||||||||||||
Exercise price | $ 0.64 | ||||||||||||||
Warrants exercise price term | 5 years 6 months | ||||||||||||||
Non Trading Warrants [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Issuance of warrants | 8,750,003 | 8,750,003 | 2,248,521 | 495,000 | |||||||||||
Fair value adjustment of warrants | $ 221,254 | ||||||||||||||
Warrants liability | $ 455,326 | 234,072 | |||||||||||||
Non Trading Warrants [Member] | PIPE Warrant [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Warrants liability | $ 985,204 | 1,036,875 | |||||||||||||
Fair market value adjustment | 51,671 | ||||||||||||||
Securities Purchase Agreement [Member] | Purchase Agreement [Member] | PIPE Pre Funded Warrants [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Shares issued price per share | $ 1.074 | ||||||||||||||
IPO [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Net proceeds from IPO | $ 14,200,000 | $ 14,200,000 | |||||||||||||
Exercise price | $ 5.32 | ||||||||||||||
Fair value adjustment of warrants | $ 228,750 | ||||||||||||||
Warrants received | 187,500 | ||||||||||||||
Expected term | 5 years | ||||||||||||||
Dividend rate | 0% | ||||||||||||||
Nominal cost | $ 11,250 | ||||||||||||||
Volatility | 93.47% | ||||||||||||||
Risk free interest rate | 2.77% | ||||||||||||||
Note Warrant [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Issuance of warrants | 235,295 | ||||||||||||||
Exercise price | $ 4.25 | $ 4.25 | $ 1.56 | ||||||||||||
Warrants exercise price term | 5 years | 5 years | |||||||||||||
Note Warrant [Member] | Note Purchase Agreement [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Exercise price | $ 0.64 | $ 4.25 | |||||||||||||
Trading Warrants [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Issuance of warrants | 7,500,000 | ||||||||||||||
Fair value adjustment of warrants | $ 0 | $ 4,784,559 | |||||||||||||
Warrants liability | 1,121,250 | 1,121,250 | |||||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Issuance of warrants | 1,125,000 | ||||||||||||||
Note Warrants [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Fair value adjustment of warrants | $ 0 | $ 127,059 | |||||||||||||
Warrants received | 235,294 | 235,294 | |||||||||||||
Warrant outstanding | $ 30,588 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - Series A Preferred Stock [Member] - Alan Blackman [Member] | Dec. 31, 2022 | Feb. 28, 2018 |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Ownership interest percentage | 10% | |
Director [Member] | ||
Class of Stock [Line Items] | ||
Ownership interest percentage | 50.10% | |
Director [Member] | IPO [Member] | ||
Class of Stock [Line Items] | ||
Ownership interest percentage | 29.50% |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrant (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Expected term (in years) | 3 years | |
Risk-free interest rate | 0% | 0% |
Warrant [Member] | ||
Risk-free interest rate | 0% | |
Minimum [Member] | ||
Expected term (in years) | 2 years 10 months 17 days | 2 years 6 months |
Risk-free interest rate | 3.71% | 2.90% |
Minimum [Member] | Warrant [Member] | ||
Expected term (in years) | 4 years 1 month 6 days | |
Expected volatility | 45.30% | |
Risk-free interest rate | 3.53% | |
Maximum [Member] | ||
Expected term (in years) | 3 years 3 months | 3 years |
Risk-free interest rate | 4.27% | 3.47% |
Maximum [Member] | Warrant [Member] | ||
Expected term (in years) | 5 years 6 months | |
Expected volatility | 70.44% | |
Risk-free interest rate | 4.54% |
Schedule of Warrant Liability (
Schedule of Warrant Liability (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Total Warrant Liability | $ 2,422,785 | $ 1,151,838 |
Trading And Overallotment Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Total Warrant Liability | 1,121,250 | 1,121,250 |
Note Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Total Warrant Liability | 30,588 | 30,588 |
Offering Warrants February Twenty Twenty Three [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Total Warrant Liability | 234,072 | |
Offering Warrants September Twenty Twenty Three [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Total Warrant Liability | $ 1,036,875 |
Schedule of Warrant Outstanding
Schedule of Warrant Outstanding (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Total Warrants Outstanding | 20,541,318 | 9,047,794 |
Trading And Overallotment Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Total Warrants Outstanding | 8,812,500 | 8,812,500 |
Note Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Total Warrants Outstanding | 235,294 | 235,294 |
Offering Warrants February Twenty Twenty Three [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Total Warrants Outstanding | 2,248,521 | |
Offering Warrants September Twenty Twenty Three [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Total Warrants Outstanding | 8,750,003 | |
Warrants Issued For Service Management [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Total Warrants Outstanding | 495,000 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant Liability | ||
Fair market value adjustment | $ 169,583 | $ 4,784,559 |
Schedule of Stock Options Grant
Schedule of Stock Options Granted and Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock option, beginning balance | 1,358,122 | 1,137,479 |
Weighted average exercise price, beginning balance | $ 4.37 | $ 5.18 |
Shares, options granted | 1,065,000 | 367,500 |
Weighted average exercise price, options granted | $ 1.35 | $ 1.63 |
Shares, options cancelled | (3,571) | |
Weighted average exercise price, options cancelled | $ (4.38) | |
Shares, options forfeited | (14,286) | |
Weighted average exercise price, options forfeited | $ 1.75 | $ 3.77 |
Shares, options forfeited | (143,286) | |
Weighted average exercise price, options forfeited | $ (1.75) | $ (3.77) |
Stock option, ending balance | 2,408,836 | 1,358,122 |
Weighted average exercise price, ending balance | $ 3.03 | $ 4.37 |
Stock option, exercisable | 1,881,327 | 1,132,861 |
Weighted average exercise price, exercisable | $ 3.47 | $ 4.59 |
Schedule of Information About O
Schedule of Information About Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Exercise Price Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options, shares outstanding | shares | 40,000 |
Stock option, aggregate intrinsic value | $ | |
Stock option, weighted average remaining contractual life | 4 years 6 months 29 days |
Options, shares exercisable | shares | 18,794 |
Stock option, aggregate intrinsic value on exercisable shares | $ | |
Exercise Price Range One [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock option, exercise price | $ / shares | $ 0.82 |
Exercise Price Range One [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock option, exercise price | $ / shares | 0.92 |
Exercise Price Range Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock option, exercise price | $ / shares | $ 1.21 |
Options, shares outstanding | shares | 307,500 |
Stock option, aggregate intrinsic value | $ | |
Stock option, weighted average remaining contractual life | 3 years 5 months 1 day |
Options, shares exercisable | shares | 240,386 |
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 | $ / shares | $ 1.30 |
Options, shares outstanding | shares | 50,000 |
Stock option, aggregate intrinsic value | $ | |
Stock option, weighted average remaining contractual life | 4 years 2 months 15 days |
Options, shares exercisable | shares | 43,750 |
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 | $ / shares | $ 1.37 |
Options, shares outstanding | shares | 975,000 |
Stock option, aggregate intrinsic value | $ | |
Stock option, weighted average remaining contractual life | 4 years 2 months 1 day |
Options, shares exercisable | shares | 561,719 |
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 | $ / shares | $ 1.75 |
Options, shares outstanding | shares | 54,285 |
Stock option, aggregate intrinsic value | $ | |
Stock option, weighted average remaining contractual life | 2 years 3 months |
Options, shares exercisable | shares | 54,285 |
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 | $ / shares | $ 2.80 |
Options, shares outstanding | shares | 141,429 |
Stock option, aggregate intrinsic value | $ | |
Stock option, weighted average remaining contractual life | 2 years 3 months |
Options, shares exercisable | shares | 141,429 |
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 | $ / shares | $ 1.39 |
Options, shares outstanding | shares | 10,000 |
Stock option, aggregate intrinsic value | $ | |
Stock option, weighted average remaining contractual life | 3 years 9 months |
Options, shares exercisable | shares | 10,000 |
Stock option, aggregate intrinsic value on exercisable shares | $ | |
Exercise Price Range Eight [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock option, exercise price | $ / shares | $ 4.25 |
Options, shares outstanding | shares | 50,000 |
Stock option, aggregate intrinsic value | $ | |
Stock option, weighted average remaining contractual life | 3 years 9 months |
Options, shares exercisable | shares | 50,000 |
Stock option, aggregate intrinsic value on exercisable shares | $ | |
Exercise Price Range Nine [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock option, exercise price | $ / shares | $ 4.38 |
Options, shares outstanding | shares | 244,286 |
Stock option, aggregate intrinsic value | $ | |
Stock option, weighted average remaining contractual life | 1 year 3 months |
Options, shares exercisable | shares | 244,286 |
Stock option, aggregate intrinsic value on exercisable shares | $ | |
Exercise Price Range Ten [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock option, exercise price | $ / shares | $ 7 |
Options, shares outstanding | shares | 536,335 |
Stock option, aggregate intrinsic value | $ | |
Stock option, weighted average remaining contractual life | 2 years |
Options, shares exercisable | shares | 516,679 |
Stock option, aggregate intrinsic value on exercisable shares | $ |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Option Awards (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 3 years | |
Dividend rate | 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 |
Expected volatility | 75.40% | 100.81% |
Risk-free interest rate | 3.71% | 2.90% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 3 years 3 months | 3 years |
Expected volatility | 89.93% | 110.74% |
Risk-free interest rate | 4.27% | 3.47% |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Feb. 09, 2023 | Jan. 24, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 11, 2017 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Expected term | 3 years | ||||||
Purchase of shares | 50,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Shares, options granted | 1,065,000 | 367,500 | |||||
Options outstanding | 2,408,836 | 1,358,122 | 1,137,479 | ||||
Weighted-average grant-date fair value of options granted | $ 0.80 | $ 1.63 | |||||
Unrecognized stock based compensation | $ 498,454 | $ 475,097 | |||||
Unvested stock options weighted average fair value | $ 0.94 | $ 2.05 | |||||
Share based compensation | $ 920,108 | $ 1,012,592 | |||||
Stock based charges relating to purchase of machinery | 63,612 | ||||||
Stock based charges relating to acquisition | $ 60,435 | ||||||
General and Administrative Expense [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation | 906,745 | 915,797 | |||||
Research and Development Expense [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation | $ 13,363 | $ 96,795 | |||||
Minimum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Expected term | 2 years 10 months 17 days | 2 years 6 months | |||||
Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Expected term | 3 years 3 months | 3 years | |||||
Employees and Consultant [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Purchase of shares | 90,000 | ||||||
Employees and Consultant [Member] | Minimum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Options exercisable | $ 0.82 | ||||||
Employees and Consultant [Member] | Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Options exercisable | $ 1.30 | ||||||
2023 Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock available for issuance | 1,400,000 | ||||||
Number of stock issuance | 3,500,000 | ||||||
Expected term | 5 years | ||||||
Purchase of shares | 975,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Options exercisable | $ 1.37 | ||||||
Shares, options granted | 660,000 | ||||||
2022 Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares, options granted | 405,000 | ||||||
Options outstanding | 1,748,836 |
Schedule of Reconciliation of F
Schedule of Reconciliation of Federal Statutory Rate to Total Effective Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Expected benefit at statutory federal tax rate | $ (2,073,230) | $ (974,329) |
Permanent differences – net | (35,469) | (859,515) |
State and local taxes, net of federal tax benefit | (265,607) | |
Other | (24,569) | (21,965) |
Change in valuation allowance | 2,103,268 | 2,121,416 |
Income tax expense (benefit) | $ (30,000) |
Schedule of Components of Defer
Schedule of Components of Deferred tax Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Fixed assets | $ (281,073) | $ (268,594) |
Interest | 35,178 | 62,310 |
Research and development expenses | 400,810 | 454,942 |
Stock-based compensation | 895,509 | 917,351 |
Charitable Contributions | 420 | |
Net operating losses - federal | 4,456,242 | 2,898,411 |
Net operating losses – state and local | 543,264 | 921,350 |
Net operating losses - foreign | 233,114 | 37,686 |
Research credit | 28,985 | 28,985 |
Less valuation allowance | (6,474,449) | (5,244,441) |
Net deferred tax liability | $ (162,000) | $ (192,000) |
Schedule of Geographical Compon
Schedule of Geographical Components of Loss Before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United Stated Operations | $ (8,173,807) | $ (3,978,832) |
International Operations | (1,667,831) | (660,830) |
Net loss Before Provision for Taxes | $ (9,871,638) | $ (4,639,662) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Effective tax rate | 21% | 28% |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 21,222,000 | |
Domestic Tax Authority [Member] | Expires on 2028 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 241,000 | |
Domestic Tax Authority [Member] | Not Expire [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 20,981,000 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 2,590,000 |
Related Party Transactions an_2
Related Party Transactions and Balances (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Officers and Directors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accounts payable and accrued liabilities | $ 32,974 | $ 105,667 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash | $ 3,012,908 | $ 4,170,897 |
Total assets measured at fair value | 3,012,908 | 4,170,897 |
Liabilities | ||
Warrant liability | 2,422,785 | 1,151,838 |
Total liabilities measured at fair value | 2,422,785 | 1,151,838 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash | 3,012,908 | 4,170,897 |
Total assets measured at fair value | 3,012,908 | 4,170,897 |
Liabilities | ||
Warrant liability | 1,151,838 | |
Total liabilities measured at fair value | 1,151,838 | |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash | ||
Total assets measured at fair value | ||
Liabilities | ||
Warrant liability | 2,422,785 | |
Total liabilities measured at fair value | 2,422,785 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Cash | ||
Total assets measured at fair value | ||
Liabilities | ||
Warrant liability | ||
Total liabilities measured at fair value |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 01, 2023 | May 31, 2023 | Feb. 09, 2023 | Sep. 30, 2022 | Sep. 01, 2022 | Aug. 01, 2022 | Aug. 14, 2023 | Oct. 31, 2022 | May 31, 2019 | Sep. 30, 2018 | Jul. 31, 2017 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Accounts payable | $ 56,874 | |||||||||||||||
Total order costs to purchase equipment, molds and component parts for research and development | $ 609,953 | |||||||||||||||
Progress payments | 209,678 | |||||||||||||||
Fully vested | 60,000 | |||||||||||||||
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 bonus | $ 250,000 | |||||||||||||||
Payment for bonuses | $ 65,000 | |||||||||||||||
Severance costs | $ 346,000 | |||||||||||||||
Medical benefit cost | $ 29,000 | |||||||||||||||
Fully vested | $ 218,000 | |||||||||||||||
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 | $ 600,000 | $ 400,000 | $ 225,000 | |||||||||||||
Payment for incentive fee | $ 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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Warrant [Member] - Subsequent Event [Member] | Jan. 01, 2024 $ / shares shares |
Subsequent Event [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 398,441 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.001 |