United States securities and exchange commission logo
January 31, 2022
Robert M. Hayes
Chief Executive Officer
Sharps Technology Inc.
105 Maxess Road, Ste. 124
Melville, New York 11747
Re: Sharps Technology
Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted January
21, 2022
CIK No. 0001737995
Dear Mr. Hayes:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted January 21, 2022
Use of Proceeds, page 16
1. We note that you intend
to use a portion of the net proceeds of this offering to pay off
outstanding promissory
notes issued in December 2021. Please revise to disclose the use
of the proceeds of such
indebtedness. Refer to Instruction 4 to Item 504 of Regulation S-
K for guidance.
Robert M. Hayes
FirstName LastNameRobert M. Hayes
Sharps Technology Inc.
Comapany
January 31,NameSharps
2022 Technology Inc.
January
Page 2 31, 2022 Page 2
FirstName LastName
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Summary of Significant Accounting Policies
Stock-Based Compensation Expense, page 22
2. We reissue, in part, prior comment 5 in our letter dated December 30,
2021. Please revise
to disclose how you determined the fair value of the common stock
underlying your stock
options issued as compensation and restricted stock awards. For
example, if true, disclose
that you used the the value ascertained from the private placements
completed during the
period of issuance as noted in your response to prior comment 6.
Background and Overview, page 30
3. We note your response to prior comment 10 and that you believe the
probable acquisition
of Safegard is not expected to meet the definition of a business under
ASC 805. The
definition of a business for purposes of providing pro forma
information and financial
statements under Rule 3-05 is in Rule 11-01(d) of Regulation S-X. This
definition of a
business differs from ASC 805 and includes a presumption that a
separate entity,
subsidiary or division is a business. Please tell us how you analyzed
the criteria in Rule
11-01(d). Explain in detail how the nature of the revenue producing
activity of Safegard
(i.e. production of syringes) compares to the activity associated with
the acquired assets
after the acquisition.
Business
Intellectual Property, page 34
4. Please revise to include a more fulsome discussion of specific
products, product groups, or
technologies to be protected by corresponding nonprovisional patent
applications filed
after this provisional patent application. Please also discuss what
a provisional patent application is and what rights flow from this
type of application.
Management, page 35
5. We note your revised disclosure in response to prior comment 12. For
the background
disclosure of Paul K. Danner, please include a short description of
the principal businesses
of both PAY2DAY Solutions, Inc. and Alliance MMA, Inc. Refer to
Regulation S-K Item
401(e)(1).
Policies and Procedures for Related Party Transactions, page 40
6. We note your revisions in response to prior comment 13. However, your
revisions do not
address the standards that will be applied in deciding whether to
approve a related party
transaction. For example, you do not state whether any related party
transaction would
only be approved if it was on the same basis as an arms' length
transaction. Please further
revise to provide such disclosure.
Robert M. Hayes
FirstName LastNameRobert M. Hayes
Sharps Technology Inc.
Comapany
January 31,NameSharps
2022 Technology Inc.
January
Page 3 31, 2022 Page 3
FirstName LastName
You may contact Kristin Lochhead at 202-551-3664 or Terence O'Brien at
202-551-
3355 if you have questions regarding comments on the financial statements and
related
matters. Please contact Tyler Howes at 202-551-3370 or Tim Buchmiller at
202-551-3635 with
any other questions.
Sincerely,
Division of Corporation
Finance
Office of Life Sciences
cc: Arthur Marcus, Esq.