Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41355 | |
Entity Registrant Name | Sharps Technology, Inc. | |
Entity Central Index Key | 0001737995 | |
Entity Tax Identification Number | 82-3751728 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 105 Maxess Road | |
Entity Address, City or Town | Melville | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11747 | |
City Area Code | (631) | |
Local Phone Number | 574 -4436 | |
Entity Current Reporting Status | 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 Common Stock, Shares Outstanding | 28,590,509 | |
Entity Listing, Par Value Per Share | $ 0.0001 | |
Common Stock, $0.0001 Par Value [Member] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | STSS | |
Security Exchange Name | NASDAQ | |
Common Stock Purchase Warrants [Member] | ||
Title of 12(b) Security | Common Stock Purchase Warrants | |
Trading Symbol | STSSW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 1,483,293 | $ 3,012,908 |
Prepaid expenses and other current assets | 162,298 | 116,508 |
Inventories, net (Note 3) | 1,885,832 | 1,709,135 |
Current Assets | 3,531,423 | 4,838,551 |
Fixed Assets, net of accumulated depreciation (Notes 4 and 5) | 6,282,316 | 6,822,142 |
Other Assets (Notes 5 and 6) | 118,482 | 128,575 |
TOTAL ASSETS | 9,932,221 | 11,789,268 |
Current Liabilities | ||
Accounts payable | 878,048 | 794,107 |
Accrued and other current liabilities (Notes 12 and 14) | 231,313 | 476,090 |
Warrant liability (Notes 7 and 9) | 1,443,662 | 2,422,785 |
Total Current Liabilities | 2,553,023 | 3,692,982 |
Deferred Tax Liability | 162,000 | 162,000 |
Total Liabilities | 2,715,023 | 3,854,982 |
Commitments and Contingencies (Note 14) | ||
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; 28,590,509 shares issued and outstanding (2023: 15,274,457) | 2,860 | 1,528 |
Additional paid-in capital | 35,096,207 | 32,489,950 |
Accumulated other comprehensive income | 351,848 | 591,812 |
Accumulated deficit | (28,233,717) | (25,149,004) |
Total Stockholders’ Equity | 7,217,198 | 7,934,286 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 9,932,221 | $ 11,789,268 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 28,590,509 | 15,274,457 |
Common stock, shares outstanding | 28,590,509 | 15,274,457 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue, net | ||||
Operating expenses: | ||||
Research and development | 180,297 | 224,260 | 377,736 | 558,148 |
General and administrative | 1,740,803 | 2,308,075 | 3,387,416 | 4,291,987 |
Total operating expenses | 1,921,100 | 2,532,335 | 3,765,152 | 4,850,135 |
Loss from operations | (1,921,100) | (2,532,335) | (3,765,152) | (4,850,135) |
Other income (expense) | ||||
Other (expense) income (Note 14) | (994,712) | 40,079 | (975,688) | 76,871 |
FMV adjustment on contingent stock & warrants | 822,130 | (90,108) | 1,672,187 | 93,977 |
Foreign currency | (8,645) | (23,461) | (16,060) | (38,368) |
Total Other Income (Expense) | (181,227) | (73,490) | 680,439 | 132,480 |
Net Loss | $ (2,102,327) | $ (2,605,825) | $ (3,084,713) | $ (4,717,655) |
Net loss per share, basic | $ (0.10) | $ 0.22 | $ (0.15) | $ (0.42) |
Net loss per share, diluted | $ (0.10) | $ 0.22 | $ (0.15) | $ (0.42) |
Weighted average shares used to compute net loss per share, basic | 21,557,563 | 11,655,936 | 20,106,750 | 11,193,740 |
Weighted average shares used to compute net loss per share, diluted | 21,557,563 | 11,655,936 | 20,106,750 | 11,193,740 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net loss | $ (2,102,327) | $ (2,605,825) | $ (3,084,713) | $ (4,717,655) |
Other comprehensive income: | ||||
Foreign currency translation adjustments gain/(loss) | (21,911) | 73,786 | (239,964) | 344,859 |
Comprehensive loss | $ (2,124,238) | $ (2,532,039) | $ (3,324,677) | $ (4,372,796) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Subscription Receivable [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 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 | (2,111,830) | (2,111,830) | |||||
Share-based compensation charges | 383,100 | 383,100 | |||||
Foreign Currency Translation | 270,983 | 270,983 | |||||
Shares issued in Offering | $ 225 | 2,783,160 | 2,783,385 | ||||
Shares issued in Offering, shares | 2,248,521 | ||||||
Balance at Mar. 31, 2023 | $ 1,166 | 27,899,566 | 485,236 | (17,419,196) | 10,966,772 | ||
Balance, shares at Mar. 31, 2023 | 1 | 11,655,936 | |||||
Balance at Dec. 31, 2022 | $ 941 | 24,733,306 | 214,253 | (15,307,366) | 9,641,134 | ||
Balance, shares at Dec. 31, 2022 | 1 | 9,407,415 | |||||
Net loss | (4,717,655) | ||||||
Balance at Jun. 30, 2023 | $ 1,166 | 28,154,012 | 559,112 | (20,025,021) | 8,689,269 | ||
Balance, shares at Jun. 30, 2023 | 1 | 11,655,936 | |||||
Balance at Mar. 31, 2023 | $ 1,166 | 27,899,566 | 485,236 | (17,419,196) | 10,966,772 | ||
Balance, shares at Mar. 31, 2023 | 1 | 11,655,936 | |||||
Net loss | (2,605,825) | (2,605,825) | |||||
Share-based compensation charges | 254,446 | 254,446 | |||||
Foreign Currency Translation | 73,876 | 73,876 | |||||
Balance at Jun. 30, 2023 | $ 1,166 | 28,154,012 | 559,112 | (20,025,021) | 8,689,269 | ||
Balance, shares at Jun. 30, 2023 | 1 | 11,655,936 | |||||
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 | |||||
Net loss | (982,386) | (982,386) | |||||
Share-based compensation charges | 126,387 | 126,387 | |||||
Exercise of Pre-Funded Warrants | $ 40 | 356 | 396 | ||||
Exercise of Pre-Funded Warrants, shares | 396,441 | ||||||
Foreign Currency Translation | (218,053) | (218,053) | |||||
Balance at Mar. 31, 2024 | $ 1,568 | 32,616,693 | 373,759 | (26,131,390) | 6,860,630 | ||
Balance, shares at Mar. 31, 2024 | 1 | 15,670,898 | |||||
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 | |||||
Net loss | (3,084,713) | ||||||
Balance at Jun. 30, 2024 | $ 2,860 | 35,096,207 | 351,848 | (28,233,717) | 7,217,198 | ||
Balance, shares at Jun. 30, 2024 | 1 | 28,590,509 | |||||
Balance at Mar. 31, 2024 | $ 1,568 | 32,616,693 | 373,759 | (26,131,390) | 6,860,630 | ||
Balance, shares at Mar. 31, 2024 | 1 | 15,670,898 | |||||
Net loss | (2,102,327) | (2,102,327) | |||||
Share-based compensation charges | 201,918 | 201,918 | |||||
Exercise of Pre-Funded Warrants | 2,686 | ||||||
Exercise of Pre-Funded Warrants, shares | 2,985,038 | ||||||
Foreign Currency Translation | (21,911) | (21,911) | |||||
Exercise of Pre-Funded Warrants | $ 298 | 2,687 | 2,985 | ||||
Registration A Offering | $ 420 | 1,296,502 | 1,296,922 | ||||
Registration A Offering, shares | 4,197,000 | ||||||
Warrant Inducements | $ 574 | 978,407 | 978,981 | ||||
Warrant Inducements, shares | 5,737,573 | ||||||
Balance at Jun. 30, 2024 | $ 2,860 | $ 35,096,207 | $ 351,848 | $ (28,233,717) | $ 7,217,198 | ||
Balance, shares at Jun. 30, 2024 | 1 | 28,590,509 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net loss | $ (2,102,327) | $ (982,386) | $ (2,605,825) | $ (2,111,830) | $ (3,084,713) | $ (4,717,655) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 388,520 | 448,657 | |||||
Stock-based compensation | 328,305 | 637,547 | |||||
FMV adjustment for Warrants | (822,130) | 90,108 | (1,672,187) | (93,977) | |||
Escrow forfeited | 1,000,000 | ||||||
Foreign exchange gain | (8,646) | 30,141 | |||||
Changes in operating assets: | |||||||
Prepaid expenses and other current assets | (49,627) | (119,761) | |||||
Inventory | (255,439) | (769,088) | |||||
Other assets | |||||||
Accounts payable and accrued liabilities | (174,889) | 453,136 | |||||
Net cash used in operating activities | (3,528,676) | (4,131,000) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Acquisition of fixed assets or deposits paid | (19,355) | (342,525) | |||||
Escrow payment under agreement | (1,000,000) | ||||||
Net cash used in investing activities | (1,019,355) | (342,525) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Net proceeds from offerings and warrant exercises | 2,972,348 | 3,238,711 | |||||
Net cash provided by financing activities | 2,972,348 | 3,238,711 | |||||
Effect of exchange rate changes on cash | 46,068 | (12,064) | |||||
NET INCREASE (DECREASE) IN CASH | (1,529,615) | (1,246,878) | |||||
CASH — BEGINNING OF YEAR | $ 3,012,908 | $ 4,170,897 | 3,012,908 | 4,170,897 | $ 4,170,897 | ||
CASH — END OF PERIOD | $ 1,483,293 | $ 2,924,019 | $ 1,483,293 | $ 2,924,019 | $ 3,012,908 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1. Description of Business Nature of Business and Going Concern Sharps Technology, Inc. (“Sharps” or the “Company”) is a pre-revenue medical device company that has designed and patented various safety syringes and is seeking commercialization by manufacturing and distribution of its products. The accompanying condensed consolidated financial statements include the accounts of Sharps Technology, Inc., and its wholly owned subsidiaries, Safegard Medical, Kft. and Sharps Technology Acquisition Corp. collectively referred to as the “Company.” The condensed consolidated balance sheet as of June 30, 2024 and the condensed consolidated statements of operations, statements of comprehensive loss, statements of stockholders’ equity and the statements of cash flow for three and six months ended June 30, 2024 and 2023 (the “interim statements”) are unaudited. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and operating results for the interim periods have been made. Certain information and footnote disclosure, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted. The interim statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023 and notes thereto contained in the Company’s Form 10-K filed with the Securities and Exchange Commission. The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The accompanying condensed 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 June 30, 2024, the Company had a working capital of $ 978,400 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 million on April 19, 2022 (See Note 7). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and are expressed in U.S. dollars. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 2. Summary of Significant Accounting Policies (continued) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As of June 30, 2024, 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 six months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. At June 30, 2024 and December 31, 2023, 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 June 30, 2024, and December 31, 2023, inventory is comprised of raw materials, including packaging, work in process (components) and finished goods. Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value. The Company’s outstanding warrants are fair valued on a recurring basis with the trading price which could cause fluctuations in operating results at the reporting periods. Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment. Level 2 Level 2 applied to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 2. Summary of Significant Accounting Policies (continued) Level 3 Level 3 applied to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination for Level 3 instruments requires the most management judgment and subjectivity. Fixed Assets Fixed assets are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. The Company’s fixed assets consist of land, building, machinery and equipment, molds and website. Depreciation is calculated using the straight-line method commencing on the date the asset is operating in the way intended by management over the following useful lives: Building – 20 3 10 3 Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. There were no Purchased Identified Intangible Assets The Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 years. The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. The Company evaluates the carrying value of indefinite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value. 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. 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 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 June 30, 2024, certain warrants (see Notes 7 and 9) were accounted for as liabilities as these instruments did not meet all of the requirements for equity classification under ASC 815-40 based on the terms of the aforementioned warrants. The resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. 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 condensed 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 June 30, 2024 and December 31, 2023. 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. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2024, there were 24,451,943 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 2. Summary of Significant Accounting Policies (continued) Income Taxes The Company must make certain estimates and judgments in determining income tax expenses for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. The provision for income taxes was comprised of the Company’s current tax liability and changes in deferred income tax assets and liabilities. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. Deferred income taxes are determined based on the differences between the financial reporting and tax basis of assets and liabilities. The Company must assess the likelihood that it will be able to recover the Company’s deferred tax assets. If recovery is not likely on a more-likely-than-not basis, the Company must increase its provision for income taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. However, should there be a change in the Company’s ability to recover its deferred tax assets, the provision for income taxes would fluctuate in the period of such change. Research and Development Costs Research and development costs are expensed as incurred. Advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the related goods are delivered or the services are performed. Contingencies Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Gain contingencies are evaluated and not recognized until the gain is realizable or realized. 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 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 2. Summary of Significant Accounting Policies (continued) 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 condensed consolidated financial statements. We reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for our operations. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3. Inventories Inventories, net consisted of the following at: Schedule of Inventories June 30, 2024 December 31, 2023 Raw materials $ 302,107 $ 254,461 Work in process 116,148 170,464 Finished goods 1,467,577 1,284,210 Total $ 1,885,832 $ 1,709,135 |
Fixed Assets
Fixed Assets | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 4. Fixed Assets Fixed assets, net, is summarized as follows as of: Schedule of Fixed Assets, Net June 30, 2024 December 31, 2023 Land $ 246,075 $ 260,460 Building 2,866,164 3,022,490 Machinery and Equipment 4,663,594 4,464,317 Computer Systems and Website & Other 290,662 290,661 Total Fixed Assets 8,066,495 8,037,928 Less: accumulated depreciation (1,784,179 ) (1,215,786 ) Fixed asset, net $ 6,282,316 $ 6,822,142 Depreciation expense of fixed assets for the six months ended June 30, 2024 and 2023 was $ 378,636 445,252 , respectively. Substantially, all the Company’s fixed assets are located at the Company’s Hungary location. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 |
Asset Acquisition
Asset Acquisition | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Asset Acquisition | Note 5. Asset Acquisition Safegard Medical, Kft In June 2020, the Company entered into a Share Purchase Agreement (“Agreement”) with Safegard Medical, Kft (“Safegard”) and amendments to the Agreement, collectively, the Agreements, to purchase either the stock or certain assets of a manufacturing facility for $ 2.5 200,000 183,135 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. 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 during 2022 was as follows: Schedule of Fair Value of Assets Acquisition Land $ 226,000 Building and affixed assets 2,648,000 Machinery 158,000 Inventory 32,000 Intangibles 64,712 Deferred tax liability (192,000 ) Total $ 2,936,712 The useful lives for the acquired assets is Building - 20 5 10 5 |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 6. Other Assets Other assets as of June 30, 2024 and December 31, 2023 are summarized as follows: Schedule of Other Assets June 30, 2024 December 31, 2023 Intangibles, net 42,420 52,513 Other 76,062 76,062 Total Other assets $ 118,482 $ 128,575 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7. Stockholders’ Equity Capital Structure On December 11, 2017, the Company was incorporated in Wyoming with 20,000,000 0.0001 50,000,000 10,000 0.001 Effective March 22, 2022, the Company completed a plan and agreement of merger with Sharps Technology, Inc., a Nevada corporation (“Sharps Nevada”). Pursuant to the merger agreement, (i) the Company merged with and into Sharps Nevada, (ii) each 3.5 shares of common stock of the Company were converted into one share of common stock of Sharps Nevada and (iii) the articles of incorporation and bylaws of Sharps Nevada, became the articles of incorporation and bylaws of the surviving corporation. 50,000,000 100,000,000 10,000 1,000,000 0.001 0.0001 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 7 Stockholders’ Equity (continued) Common Stock On May 31 and June 13, 2024, the Company entered into subscription agreements with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors 4,197,000 0.0001 0.38 1.6 298,000 1,296,922 On May 30, 2024, the Company offered warrant inducements (the “Inducement Agreement”) to certain warrant holders (the “Warrant Holders”) which references the warrants registered for sale under both the registration statements on Form S-1 (file No. 333-263715) and/or the registration statement on Form S-1 (File No. 333-275011) (collectively, the “Registration Statements”) for up to a total of 10,998,524 warrants to purchase shares of the Company’s common stock, par value $ 0.0001 per share. Pursuant to the Inducement Agreement, the exercise price of the existing warrants was reduced from $ 0.64 per share to $ 0.33 per share. In addition, for each warrant that was exercised, as a result of the Inducement Agreement, the Company agreed to issue the Warrant Holders unregistered warrants with an exercise price of $ 0.45 per share (“Inducement Warrants”). In the aggregate, 5,737,573 warrants were exercised as a result of the Inducement Agreement and accordingly, 5,737,573 1.9 M before expenses to the placement agent and other expenses of $ 285,000 . The net proceeds, after reflecting par value, has been recorded in Additional Paid in Capital of $ 978,407 and with respect to the Inducement Warrants, a liability under ASC 815 was recorded in the amount of $ 693,064 Certain outstanding warrants, with an exercise price of $ 0.64 were reduced to $ 0.33 based on anti-dilution terms in the respective warrant agreements. The Company recorded a fair value charge in the three months and six months ended to reflect the modification of the exercise price at the initial inducement date for the non-trading warrants relating to the February and September 2023 warrants below. (See Note 9) 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 of approximately $ 2.5 362,000 3,618,521 064 0.33 800,000 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 1.073 5.5 0.64 0.33 1.6 985,204 During the quarter ended June 30, 2024, the remaining 2.9 2,686 On February 3, 2023, the Company completed a securities purchase agreement (“Offering”) with institutional investors and received net proceeds from the Offering of approximately $ 3.2 600,000 2,248,521 1.69 Each unit consisted of one share of common stock and one non-tradable warrant (“Offering Warrants”) exercisable for one share of common stock 1.56 0.64 0.33 five years 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 each consisting of one share of common stock and two warrants, to purchase one share of common stock for each whole warrant 4.25 1.56 0.64 0.33 five years the Company granted Aegis Capital Corp., as underwriter a 45-day over-allotment option to purchase up to 15% of the number of shares included in the units sold in the offering, and/or additional warrants equal to 15% of the number of Warrants included in the units sold in the offering, in each case solely to cover over-allotments 1,125,000 The Company’s common stock and warrants began trading on the Nasdaq Capital Market or Nasdaq on April 14, 2022. The net proceeds from the IPO, prior to payments of certain listing and professional fees were approximately $ 14.2 9.0 5.2 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 7. Stockholders’ Equity (continued) Warrants a) In connection with the Inducement Warrants in the second quarter of 2024, the Company issued 5,737,573 293,684 b) In connection with one-year advisory services arrangement entered into in April 2023, the Company issued an aggregate of 630,000 1.56. 0 135,000 8,590 135,000 19,836 33.46 81.62 three-year 4.20 4.25 0 37.45 3.58 0 c) In connection with the Private Placement in September 2023, the Company issued 8,750,003 326,580 489,225 651,884 d) In connection with the Offering in February 2023, the Company issued 2,248,521 139,844 146,028 221,582 (1,505) 182,580 e) In connection with the IPO in April 2022, the Company issued 7,500,000 1,125,000 60,375 491,625 86,250 (f) The Company issued 235,295 Warrants (“Note Warrants”) to the note holders in connection with the repayment on the IPO on April 19, 2022. The Note Warrants, which are recorded at the FMV being the trading price of the warrants, are classified as a Liability based on ASC 815. The Note Warrants require remeasurement at each reporting period. During the three and six months ended June 30, 2024, the Company recorded a FMV gain of $ 1,647 and $ 13,412 respectively. For the three and six months ended June 30, 2023, the Company recorded a FMV loss of $ 2,353 (See Note 9). (g) The underwriter received 187,500 11,250 5.32 October 9, 2022 228,750 93.47 five-year 2.77 0 |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Preferred Stock | Note 8 Preferred Stock In February 2018, the Company Board of Directors issued one share of Series A Preferred Stock to Alan Blackman, the Company’s co-founder and Director. The Series A Preferred Stock entitles the holder to vote on any matters related to the election of directors and was reduced from 50.1% at December 31, 2021 to 29.5%, effective with the IPO. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 |
Warrant Liability
Warrant Liability | 6 Months Ended |
Jun. 30, 2024 | |
Warrant Liability | |
Warrant Liability | Note 9. Warrant Liability Certain Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented as a Warrant liability in the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed consolidated statements of operations. The Black Scholes Option-Pricing model used the following assumptions for the six months ended June 30, 2024 and 2023 (See Note7). Schedule of Fair Value of Warrant June 30, 2024 June 30, 2023 Expected term (years) 3.90 5.59 3.00 3.86 Expected volatility 58.78 68.05 % 37.45 45.21 % Risk-free interest rate 4.10 4.56 % 3.53 3.58 % Dividend rate 0 0 The Warrant liability at June 30, 2024 and December 31, 2023 was as follows: Schedule of Warrant Liability June 30, 2024 December 31, 2023 Trading and Overallotment Warrants $ 629,625 $ 1,121,250 Note Warrants 17,176 30,588 Offering Warrants – February 2023 12,490 234,072 Offering Warrants – September 2023 384,991 1,036,875 Inducement Warrants – May 2024 399,380 - Total Warrant Liability $ 1,443,662 $ 2,422,785 The Warrants outstanding at June 30, 2024 and December 31, 2023 were as follows: Schedule of Warrant Outstanding June 30, 2024 December 31,2023 Trading and Overallotment Warrants 8,812,500 8,812,500 Note Warrants 235,295 235,295 Offering Warrants – February 2023 189,349 2,248,521 Offering Warrants – September 2023 5,071,602 8,750,003 Inducement Warrants – May 2024 5,737,573 - Warrants issued for services arrangement 630,000 495,000 Total Warrants Outstanding 20,676,319 20,541,319 For the three and six ended June 30, 2024, the FMV gain adjustment, which is reflected in the FMV adjustment on Warrants in the Unaudited Condensed Consolidated Statements of Operations was $ 822,130 $635,253 1,672,187 For the three and six months ended June 30, 2023, the FMV loss adjustment, which is reflected in the FMV adjustment gain (loss) on Warrants in the Unaudited Condensed Consolidated Statements of Operations was $ (90,108) 93,977 |
Stock Options
Stock Options | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 10. Stock Options A summary of options granted and outstanding is presented below. Schedule of Stock Options Granted and Outstanding June 30, 2024 Options Weighted Outstanding at Beginning of year 2,408,836 $ 3.03 Granted 1,357,000 .28 Forfeited (8,214 ) 3.42 Outstanding at end of period 3,775,621 $ 1.99 Exercisable at end of period 2,784,399 $ 2.56 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 10 Stock Options (continued) At June 30, 2024, the Weighted Average Remaining Contractual Life is forty-six months At June 30, 2024, the stock options outstanding and the options exercisable have exercise prices that exceed the stock market price at June 30, 2024 and as such no intrinsic value exists. Intrinsic value is defined as the difference between the exercise price of the options and the market price of the Company’s common stock. During the six months ended June 30, 2024, the Company granted five 1,357,000 0.0001 0.285 As of June 30, 2024, there was $ 355,730 .93 11 For the three and six months ended June 30, 2024, the Company recognized stock-based compensation expense of $ 201,918 and $ 319,715 respectively, of which $ 316,374 and $ 3,341 was recorded in general and administrative and research and development expenses, respectively. For the three and six months ended June 30, 2023, the Company recognized stock-based compensation expense of $ 234,610 617,711 The fair value of stock option awards accounted for under ASC 718 was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions for the options granted during the six months ended June 30, 2024 and 2023. Schedule of Fair Value of Stock Option Awards June 30, 2024 June 30, 2023 Expected term (years) 2.66 3.06 2.77 3.25 Expected volatility 81.15 83.04 % 75.40% 89.93 % Risk-free interest rate 4.71 4.76 % 3.74 4.27 % Dividend rate 0 0 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes At the end of each interim reporting period, the Company estimates its effective tax rate expected to be applied for the full year. This estimate is used to determine the income tax provision or benefit on a year-to-date basis and may change in subsequent interim periods. Accordingly, the Company’s effective tax rate for the three and six months ended June 30, 2024 and 2023 was 0 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 |
Related Party Transactions and
Related Party Transactions and Balances | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | Note 12. Related Party Transactions and Balances As of June 30, 2024 and December 31, 2023, accounts payable and accrued liabilities include $ 114,000 32,974 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13. Fair Value Measurements The Company’s financial instruments include cash, accounts payable, and warrant liability. Cash and warrant liability are measured at fair value. Accounts payable is measured at amortized cost and approximates fair value due to its short duration. As of June 30, 2024, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the Company’s condensed consolidated balance sheet: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Level 1 Level 2 Level 3 Total Fair Value Measurements Using Level 1 Level 2 Level 3 Total Assets Cash $ 1,483,293 - - $ 1,483,293 Total assets measured at fair value $ 1,483,293 - - $ 1,483,293 Liabilities Warrant liability $ - $ 1,443,662 - $ 1,443,662 Total liabilities measured at fair value $ - $ 1,443,662 $ 1,443,662 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 condensed consolidated balance sheet: 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 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Contingencies At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company is currently not involved in any material litigation or other loss contingencies. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 14 Commitments and Contingencies (continued) Commitments 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 provided for annual salary of $ 256,000 320,000 250,000 65,000 346,000 29,000 60,000 53.000 On September 30, 2022, the Company entered into a formal employment agreement, effective on such date and will continue until terminated by either party, subject to the terms of the agreement, with Andrew R. Crescenzo who has been serving as the Company’s Chief Financial Officer on a contract services basis for the last three years. The agreement provided for annual compensation of $ 225,000 and plus a one-time $ 18,750 incentive payment upon the commencement of the agreement. During the course of the term, Mr. Crescenzo will be eligible for (i) performance bonuses to be granted at the discretion of the Company’s Compensation Committee and (ii) to participate in the Company’s 2022 Equity Incentive Plan. The agreement contains customary employment terms and conditions. On May 20, 2024, the Company entered into an amendment to the Asset Purchase agreement (“Asset Purchase”) with InjectEZ, LLC (“Seller”) for the purchase of certain assets for $ 35 1 1 1 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and are expressed in U.S. dollars. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 2. Summary of Significant Accounting Policies (continued) |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As of June 30, 2024, 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 six months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. At June 30, 2024 and December 31, 2023, 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 June 30, 2024, and December 31, 2023, inventory is comprised of raw materials, including packaging, work in process (components) and finished goods. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value. The Company’s outstanding warrants are fair valued on a recurring basis with the trading price which could cause fluctuations in operating results at the reporting periods. Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment. Level 2 Level 2 applied to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 2. Summary of Significant Accounting Policies (continued) Level 3 Level 3 applied to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination for Level 3 instruments requires the most management judgment and subjectivity. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. The Company’s fixed assets consist of land, building, machinery and equipment, molds and website. Depreciation is calculated using the straight-line method commencing on the date the asset is operating in the way intended by management over the following useful lives: Building – 20 3 10 3 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. There were no Purchased Identified Intangible Assets The Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 years. The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. The Company evaluates the carrying value of indefinite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value. |
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. 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 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 June 30, 2024, certain warrants (see Notes 7 and 9) were accounted for as liabilities as these instruments did not meet all of the requirements for equity classification under ASC 815-40 based on the terms of the aforementioned warrants. The resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. |
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 condensed 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 June 30, 2024 and December 31, 2023. 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. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2024, there were 24,451,943 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 2. Summary of Significant Accounting Policies (continued) |
Income Taxes | Income Taxes The Company must make certain estimates and judgments in determining income tax expenses for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. The provision for income taxes was comprised of the Company’s current tax liability and changes in deferred income tax assets and liabilities. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. Deferred income taxes are determined based on the differences between the financial reporting and tax basis of assets and liabilities. The Company must assess the likelihood that it will be able to recover the Company’s deferred tax assets. If recovery is not likely on a more-likely-than-not basis, the Company must increase its provision for income taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. However, should there be a change in the Company’s ability to recover its deferred tax assets, the provision for income taxes would fluctuate in the period of such change. |
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 SHARPS TECHNOLOGY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 Note 2. Summary of Significant Accounting Policies (continued) 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 condensed consolidated financial statements. We reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for our operations. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories, net consisted of the following at: Schedule of Inventories June 30, 2024 December 31, 2023 Raw materials $ 302,107 $ 254,461 Work in process 116,148 170,464 Finished goods 1,467,577 1,284,210 Total $ 1,885,832 $ 1,709,135 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets, Net | Fixed assets, net, is summarized as follows as of: Schedule of Fixed Assets, Net June 30, 2024 December 31, 2023 Land $ 246,075 $ 260,460 Building 2,866,164 3,022,490 Machinery and Equipment 4,663,594 4,464,317 Computer Systems and Website & Other 290,662 290,661 Total Fixed Assets 8,066,495 8,037,928 Less: accumulated depreciation (1,784,179 ) (1,215,786 ) Fixed asset, net $ 6,282,316 $ 6,822,142 |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Fair Value of Assets Acquisition | The relative fair value of the assets acquired and related deferred tax liability during 2022 was as follows: Schedule of Fair Value of Assets Acquisition Land $ 226,000 Building and affixed assets 2,648,000 Machinery 158,000 Inventory 32,000 Intangibles 64,712 Deferred tax liability (192,000 ) Total $ 2,936,712 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets as of June 30, 2024 and December 31, 2023 are summarized as follows: Schedule of Other Assets June 30, 2024 December 31, 2023 Intangibles, net 42,420 52,513 Other 76,062 76,062 Total Other assets $ 118,482 $ 128,575 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Schedule of Warrant Liability | The Warrant liability at June 30, 2024 and December 31, 2023 was as follows: Schedule of Warrant Liability June 30, 2024 December 31, 2023 Trading and Overallotment Warrants $ 629,625 $ 1,121,250 Note Warrants 17,176 30,588 Offering Warrants – February 2023 12,490 234,072 Offering Warrants – September 2023 384,991 1,036,875 Inducement Warrants – May 2024 399,380 - Total Warrant Liability $ 1,443,662 $ 2,422,785 |
Schedule of Warrant Outstanding | The Warrants outstanding at June 30, 2024 and December 31, 2023 were as follows: Schedule of Warrant Outstanding June 30, 2024 December 31,2023 Trading and Overallotment Warrants 8,812,500 8,812,500 Note Warrants 235,295 235,295 Offering Warrants – February 2023 189,349 2,248,521 Offering Warrants – September 2023 5,071,602 8,750,003 Inducement Warrants – May 2024 5,737,573 - Warrants issued for services arrangement 630,000 495,000 Total Warrants Outstanding 20,676,319 20,541,319 |
Warrant [Member] | |
Schedule of Fair Value of Warrant | Schedule of Fair Value of Warrant June 30, 2024 June 30, 2023 Expected term (years) 3.90 5.59 3.00 3.86 Expected volatility 58.78 68.05 % 37.45 45.21 % Risk-free interest rate 4.10 4.56 % 3.53 3.58 % Dividend rate 0 0 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Granted and Outstanding | A summary of options granted and outstanding is presented below. Schedule of Stock Options Granted and Outstanding June 30, 2024 Options Weighted Outstanding at Beginning of year 2,408,836 $ 3.03 Granted 1,357,000 .28 Forfeited (8,214 ) 3.42 Outstanding at end of period 3,775,621 $ 1.99 Exercisable at end of period 2,784,399 $ 2.56 |
Schedule of Fair Value of Stock Option Awards | The fair value of stock option awards accounted for under ASC 718 was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions for the options granted during the six months ended June 30, 2024 and 2023. Schedule of Fair Value of Stock Option Awards June 30, 2024 June 30, 2023 Expected term (years) 2.66 3.06 2.77 3.25 Expected volatility 81.15 83.04 % 75.40% 89.93 % Risk-free interest rate 4.71 4.76 % 3.74 4.27 % Dividend rate 0 0 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | As of June 30, 2024, the following financial assets and liabilities were measured at fair value on a recurring basis presented on the Company’s condensed consolidated balance sheet: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Level 1 Level 2 Level 3 Total Fair Value Measurements Using Level 1 Level 2 Level 3 Total Assets Cash $ 1,483,293 - - $ 1,483,293 Total assets measured at fair value $ 1,483,293 - - $ 1,483,293 Liabilities Warrant liability $ - $ 1,443,662 - $ 1,443,662 Total liabilities measured at fair value $ - $ 1,443,662 $ 1,443,662 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 condensed consolidated balance sheet: 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 |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) | Apr. 19, 2022 | Jun. 30, 2024 |
Subsidiary, Sale of Stock [Line Items] | ||
Working capital | $ 978,400 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from Issuance Initial Public Offering | $ 14,200,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Impairment losses | |||
Stock Option and Warrants [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive shares amount | 24,451,943 | ||
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 ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 302,107 | $ 254,461 |
Work in process | 116,148 | 170,464 |
Finished goods | 1,467,577 | 1,284,210 |
Total | $ 1,885,832 | $ 1,709,135 |
Schedule of Fixed Assets, Net (
Schedule of Fixed Assets, Net (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 8,066,495 | $ 8,037,928 |
Less: accumulated depreciation | (1,784,179) | (1,215,786) |
Fixed asset, net | 6,282,316 | 6,822,142 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 246,075 | 260,460 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 2,866,164 | 3,022,490 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 4,663,594 | 4,464,317 |
Computer Systems and Website & Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 290,662 | $ 290,661 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 378,636 | $ 445,252 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquisition (Details) - Safegard Medical, Inc [Member] | Jul. 06, 2022 USD ($) |
Business Acquisition [Line Items] | |
Land | $ 226,000 |
Building and affixed assets | 2,648,000 |
Machinery | 158,000 |
Inventory | 32,000 |
Intangibles | 64,712 |
Deferred tax liability | (192,000) |
Total | $ 2,936,712 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) - USD ($) | 1 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2024 | Jul. 06, 2022 | |
Building [Member] | |||
Business Acquisition [Line Items] | |||
Fixed assets acquired, useful lives | 20 years | ||
Machinery and Equipment [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Fixed assets acquired, useful lives | 3 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Fixed assets acquired, useful lives | 10 years | ||
Safegard Medical, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition cost | $ 2,936,712 | ||
Transaction costs | $ 53,576 | ||
Intangible asset acquired, useful lives | 5 years | ||
Safegard Medical, Inc [Member] | Building [Member] | |||
Business Acquisition [Line Items] | |||
Fixed assets acquired, useful lives | 20 years | ||
Safegard Medical, Inc [Member] | Machinery and Equipment [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Fixed assets acquired, useful lives | 5 years | ||
Safegard Medical, Inc [Member] | Machinery and Equipment [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Fixed assets acquired, useful lives | 10 years | ||
Safegard Medical, Inc [Member] | Share Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Consideration paid in cash | $ 2,500,000 | ||
Safegard Medical, Inc [Member] | Share Purchase Agreement [Member] | Equity Option [Member] | |||
Business Acquisition [Line Items] | |||
Fair market value of common stock | 183,135 | ||
Safegard Medical, Inc [Member] | Share Purchase Agreement [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Fair market value of common stock | $ 200,000 |
Schedule of Other Assets (Detai
Schedule of Other Assets (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Intangibles, net | $ 42,420 | $ 52,513 |
Other | 76,062 | 76,062 |
Total Other assets | $ 118,482 | $ 128,575 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||
Jun. 13, 2024 | May 31, 2024 | May 30, 2024 | Sep. 29, 2023 | Feb. 03, 2023 | Apr. 19, 2022 | Apr. 13, 2022 | Mar. 22, 2022 | Sep. 30, 2023 | Feb. 28, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | May 29, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 14, 2022 | Mar. 21, 2022 | Apr. 18, 2019 | Dec. 11, 2017 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock, share authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 50,000,000 | 50,000,000 | 20,000,000 | |||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 10,000 | 10,000 | ||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Conversion of stock, description | Pursuant to the merger agreement, (i) the Company merged with and into Sharps Nevada, (ii) each 3.5 shares of common stock of the Company were converted into one share of common stock of Sharps Nevada and (iii) the articles of incorporation and bylaws of Sharps Nevada, became the articles of incorporation and bylaws of the surviving corporation. | |||||||||||||||||||||
Gross proceeds | $ 5,600,000 | |||||||||||||||||||||
Other offering expenses | $ 716,000 | |||||||||||||||||||||
Additional paid in capital | $ 35,096,207 | $ 35,096,207 | $ 32,489,950 | $ 9,000,000 | ||||||||||||||||||
Exercise of pre-funded warrants | $ 396 | |||||||||||||||||||||
Warrants liability | 1,443,662 | $ 1,443,662 | $ 2,422,785 | $ 5,200,000 | ||||||||||||||||||
Dividend rate | 0% | 0% | ||||||||||||||||||||
Fair value adjustment of modification charge | $ 635,253 | |||||||||||||||||||||
Warrants issued | 20,676,319 | 20,676,319 | 20,541,319 | |||||||||||||||||||
Pre-funded Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Exercise of pre-funded warrants, shares | 2,900,000 | |||||||||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Exercise of pre-funded warrants | $ 2,686 | $ 356 | ||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Exercise price | $ 1.56 | |||||||||||||||||||||
Issuance of warrants | 0 | 135,000 | 135,000 | 135,000 | ||||||||||||||||||
Fair value adjustment of warrants | $ 8,590 | $ 19,836 | $ 8,590 | $ 19,836 | ||||||||||||||||||
Warrants exercised | 1,125,000 | |||||||||||||||||||||
Aggregate warrants issued | 630,000 | |||||||||||||||||||||
Volatility, minimum | 33.46% | |||||||||||||||||||||
Volatility, maximum | 81.62% | |||||||||||||||||||||
Expected term | 3 years | |||||||||||||||||||||
Risk free interest rate, minimum | 4.20% | |||||||||||||||||||||
Risk free interest rate, maximum | 4.25% | |||||||||||||||||||||
Dividend rate | 0% | 0% | ||||||||||||||||||||
Volatility | 37.45% | 37.45% | ||||||||||||||||||||
Risk free interest rate | 3.58% | 3.58% | ||||||||||||||||||||
Inducement Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issuance of warrants | 5,737,573 | |||||||||||||||||||||
Fair value adjustment of warrants | $ 293,684 | $ 293,684 | ||||||||||||||||||||
Non Trading Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issuance of warrants | 8,750,003 | 8,750,003 | 2,248,521 | |||||||||||||||||||
Fair value adjustment of warrants | 139,844 | (1,505) | 221,582 | 182,580 | ||||||||||||||||||
Fair value adjustment of modification charge | 146,028 | |||||||||||||||||||||
Non Trading Warrants [Member] | PIPE Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Fair value adjustment of warrants | 326,580 | 651,884 | ||||||||||||||||||||
Fair value adjustment of modification charge | 489,225 | |||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of units sold | 3,750,000 | |||||||||||||||||||||
Exercise price | $ 0.33 | $ 0.64 | $ 1.56 | $ 5.32 | $ 4.25 | |||||||||||||||||
Nominal cost of warrant | $ 11,250 | |||||||||||||||||||||
Warrants exercise price term | 5 years | |||||||||||||||||||||
Fair value adjustment of warrants | 228,750 | |||||||||||||||||||||
Units description | each consisting of one share of common stock and two warrants, to purchase one share of common stock for each whole warrant | |||||||||||||||||||||
Description for offering shares | the Company granted Aegis Capital Corp., as underwriter a 45-day over-allotment option to purchase up to 15% of the number of shares included in the units sold in the offering, and/or additional warrants equal to 15% of the number of Warrants included in the units sold in the offering, in each case solely to cover over-allotments | |||||||||||||||||||||
Net proceeds from IPO | $ 14,200,000 | |||||||||||||||||||||
Expected term | 5 years | |||||||||||||||||||||
Dividend rate | 0% | |||||||||||||||||||||
Risk free interest rate | 2.77% | |||||||||||||||||||||
Warrants issued | 187,500 | |||||||||||||||||||||
Warrant exercisable date | Oct. 09, 2022 | |||||||||||||||||||||
Volatility | 93.47% | |||||||||||||||||||||
Trading Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issuance of warrants | 7,500,000 | |||||||||||||||||||||
Fair value adjustment of warrants | 60,375 | $ 86,250 | 491,625 | 86,250 | ||||||||||||||||||
Over-Allotment Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issuance of warrants | 1,125,000 | |||||||||||||||||||||
Note Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issuance of warrants | 235,295 | |||||||||||||||||||||
Fair value adjustment of warrants | $ 1,647 | $ 13,412 | $ 2,353 | |||||||||||||||||||
Subscription Agreements [Member] | Investors [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Number of units sold | 4,197,000 | 4,197,000 | ||||||||||||||||||||
Shares price | $ 0.38 | $ 0.38 | ||||||||||||||||||||
Gross proceeds | $ 1,600,000 | $ 1,600,000 | ||||||||||||||||||||
Other offering expenses | 298,000 | 298,000 | ||||||||||||||||||||
Additional paid in capital | $ 1,296,922 | $ 1,296,922 | ||||||||||||||||||||
Inducement Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 10,998,524 | |||||||||||||||||||||
Exercise price | $ 0.33 | $ 0.64 | ||||||||||||||||||||
Inducement Agreement [Member] | Warrant Holders [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Other offering expenses | $ 285,000 | |||||||||||||||||||||
Additional paid in capital | $ 978,407 | |||||||||||||||||||||
Exercise price | $ 0.64 | |||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 1,900,000 | |||||||||||||||||||||
Nominal cost of warrant | $ 693,064 | |||||||||||||||||||||
[custom:AdjustedOfWarrantsExercisePrice-0] | $ 0.33 | |||||||||||||||||||||
Inducement Warrants [Member] | Warrant Holders [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,737,573 | |||||||||||||||||||||
Exercise price | $ 0.45 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Exercise price | 0.33 | 0.64 | $ 1.56 | |||||||||||||||||||
Issuance of warrants | 2,248,521 | |||||||||||||||||||||
Net proceeds from offering | $ 3,200,000 | |||||||||||||||||||||
Shares issued price per share | $ 1.69 | |||||||||||||||||||||
Warrants exercise price term | 5 years | |||||||||||||||||||||
Offering expenses | $ 600,000 | |||||||||||||||||||||
Units description | Each unit consisted of one share of common stock and one non-tradable warrant (“Offering Warrants”) exercisable for one share of common stock | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Pre-funded Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares issued price per share | $ 1.073 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | PIPE Pre Funded Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares issued price per share | $ 1.074 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Shelf Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Exercise price | $ 0.001 | |||||||||||||||||||||
Issuance of warrants | 3,618,521 | |||||||||||||||||||||
Net proceeds from offering | $ 2,500,000 | |||||||||||||||||||||
Net fees | $ 362,000 | |||||||||||||||||||||
Shares issued price per share | 0.33 | $ 64 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Shelf Offering [Member] | Pre-funded Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Exercise price | $ 0.639 | |||||||||||||||||||||
Prefunded warrants | 800,000 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Additional paid in capital | $ 1,600,000 | |||||||||||||||||||||
Net fees | 354,000 | |||||||||||||||||||||
Net proceeds from the Private Placement | 2,400,000 | |||||||||||||||||||||
Fair value adjustment of warrants | $ 985,204 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | PIPE Pre Funded Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Exercise price | $ 0.33 | $ 0.64 | ||||||||||||||||||||
Issuance of warrants | 2,581,479 | |||||||||||||||||||||
Warrants exercise price term | 5 years 6 months |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) | 6 Months Ended |
Jun. 30, 2024 | |
Series A Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Preferred stock, voting rights | 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% at December 31, 2021 to 29.5%, effective with the IPO. |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrant (Details) - Warrant [Member] | Jun. 30, 2024 | Jun. 30, 2023 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Expected term (in years) | 3 years 10 months 24 days | 3 years |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Expected term (in years) | 5 years 7 months 2 days | 3 years 10 months 9 days |
Measurement Input, Option Volatility [Member] | Minimum [Member] | ||
Warrants liabilities measurement input | 58.78 | 37.45 |
Measurement Input, Option Volatility [Member] | Maximum [Member] | ||
Warrants liabilities measurement input | 68.05 | 45.21 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Warrants liabilities measurement input | 4.10 | 3.53 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Warrants liabilities measurement input | 4.56 | 3.58 |
Measurement Input, Expected Dividend Rate [Member] | ||
Warrants liabilities measurement input | 0 | 0 |
Schedule of Warrant Liability (
Schedule of Warrant Liability (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Apr. 14, 2022 |
Class of Warrant or Right [Line Items] | |||
Total Warrant Liability | $ 1,443,662 | $ 2,422,785 | $ 5,200,000 |
Trading and Overallotment Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total Warrant Liability | 629,625 | 1,121,250 | |
Note Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total Warrant Liability | 17,176 | 30,588 | |
Offering Warrants - February 2023 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total Warrant Liability | 12,490 | 234,072 | |
Offering Warrants - September 2023 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total Warrant Liability | 384,991 | 1,036,875 | |
Inducement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total Warrant Liability | $ 399,380 |
Schedule of Warrant Outstanding
Schedule of Warrant Outstanding (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 |
Class of Warrant or Right [Line Items] | ||
Total Warrants Outstanding | 20,676,319 | 20,541,319 |
Trading and Overallotment Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Warrants Outstanding | 8,812,500 | 8,812,500 |
Note Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Warrants Outstanding | 235,295 | 235,295 |
Offering Warrants - February 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Warrants Outstanding | 189,349 | 2,248,521 |
Offering Warrants - September 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Warrants Outstanding | 5,071,602 | 8,750,003 |
Inducement Warrants - May 2024 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Warrants Outstanding | 5,737,573 | |
Warrants Issued for Services Arrangement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Warrants Outstanding | 630,000 | 495,000 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Warrant Liability | ||||
Fair market value adjustment | $ 822,130 | $ (90,108) | $ 1,672,187 | $ 93,977 |
Fair value adjustment of modification charge | $ 635,253 | |||
Fair market value adjustment | $ 90,108 | $ 93,977 |
Schedule of Stock Options Grant
Schedule of Stock Options Granted and Outstanding (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Stock option, beginning balance | shares | 2,408,836 |
Weighted average exercise price, beginning balance | $ / shares | $ 3.03 |
Shares, options granted | shares | 1,357,000 |
Weighted average exercise price, options granted | $ / shares | $ 0.28 |
Shares, options forfeited | shares | (8,214) |
Weighted average exercise price, options forfeited | $ / shares | $ 3.42 |
Stock option, ending balance | shares | 3,775,621 |
Weighted average exercise price, ending balance | $ / shares | $ 1.99 |
Stock option, exercisable | shares | 2,784,399 |
Weighted average exercise price, exercisable | $ / shares | $ 2.56 |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Option Awards (Details) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Dividend rate | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 2 years 7 months 28 days | 2 years 9 months 7 days |
Expected volatility | 81.15% | 75.40% |
Risk-free interest rate | 4.71% | 3.74% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 3 years 21 days | 3 years 3 months |
Expected volatility | 83.04% | 89.93% |
Risk-free interest rate | 4.76% | 4.27% |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 11, 2017 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Weighted average remaining contractual life | 46 months | |||||
Granted options | 5 years | |||||
Granted shares | 1,357,000 | |||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Options exercisable | $ 0.285 | $ 0.285 | ||||
Unrecognized stock-based compensation | $ 355,730 | $ 355,730 | ||||
Unvested stock options weighted average fair value | $ 0.93 | $ 0.93 | ||||
Recognized over a weighted-average period | 11 months | |||||
Share based compensation | $ 201,918 | $ 319,715 | ||||
General and Administrative Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share based compensation | $ 234,610 | 316,374 | $ 617,711 | |||
Research and Development Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share based compensation | $ 3,341 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate percentage | 0% | 0% | 0% | 0% |
Related Party Transactions an_2
Related Party Transactions and Balances (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Officers and Directors [Member] | ||
Accounts payable and accrued liabilities | $ 114,000 | $ 32,974 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Cash | $ 1,483,293 | $ 3,012,908 |
Total assets measured at fair value | 1,483,293 | 3,012,908 |
Liabilities | ||
Warrant liability | 1,443,662 | 2,422,785 |
Total liabilities measured at fair value | 1,443,662 | 2,422,785 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash | 1,483,293 | 3,012,908 |
Total assets measured at fair value | 1,483,293 | 3,012,908 |
Liabilities | ||
Warrant liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash | ||
Total assets measured at fair value | ||
Liabilities | ||
Warrant liability | 1,443,662 | 2,422,785 |
Total liabilities measured at fair value | 1,443,662 | 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 | 6 Months Ended | 12 Months Ended | |||||||
May 20, 2024 | Sep. 30, 2022 | Sep. 01, 2022 | Aug. 01, 2022 | Aug. 14, 2023 | Jun. 30, 2024 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Share based compensation | $ 328,305 | $ 637,547 | |||||||||
Alan Blackman [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Severance costs | $ 346,000 | ||||||||||
Medical benefit cost | $ 29,000 | ||||||||||
Share based compensation | $ 60,000 | ||||||||||
Due to related party | $ 53 | 53 | |||||||||
Employment Agreement [Member] | Alan Blackman [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Salaries and wages | $ 320,000 | $ 256,000 | |||||||||
Accrued bonus | $ 250,000 | ||||||||||
Payment for bonuses | $ 65,000 | ||||||||||
Employment Agreement [Member] | Andrew R. Crescenzo [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 225,000 | ||||||||||
Payment for Incentive Fee | $ 18,750 | ||||||||||
Asset Purchase Agreement [Member] | InjectEZ, LLC [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Payments to acquire assets | $ 35,000,000 | ||||||||||
Escrow deposit | $ 1,000,000 | ||||||||||
Escrow deposit | $ 1,000,000 | $ 1,000,000 |