SEC Comment Letter 0000000000-24-006959 to Sharps Technology Inc. (STSS, STSSW) (CIK 0001737995) (STSS)
Sharps Technology Inc. (STSS, STSSW) (CIK 0001737995)
Date: June 17, 2024 · CIK: 0001737995 · Accession: 0000000000-24-006959
AI Filing Summary & Sentiment
File numbers found in text: 001-41355
Letter
United States securities and exchange commission logo June 17, 2024 Robert Hayes Chief Executive Officer Sharps Technology, Inc. 105 Maxess Road, Ste. 124 Melville, NY 11747 Re:Sharps Technology, Inc. Preliminary Proxy Statement on Schedule 14A Filed June 5, 2024 File No. 001-41355 Dear Robert Hayes: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed June 5, 2024 Proposal 4, page 18 1.We note that you are seeking stockholder approval of the issuance of 20% or more of your outstanding common stock in connection with an acquisition. We further note your Form 8-K filed on June 5, 2024, that discloses your transfer of a $1 million escrow deposit for the exclusive right to purchase InjectEZ’s assets from Nephron Pharmaceuticals. As it appears Proposal 4 is a solicitation of your shareholders for the purpose of issuing shares pursuant to an acquisition for which shareholders will not have a separate opportunity to vote, please revise to provide the information required by Items 11, 13 and 14 of Schedule 14A, as required by Note A of Schedule 14A. This includes the amount of securities to be issued, all audited and pro forma financial information required by Items 13 and 14 of Schedule 14A and all transaction-related information required by Item 14 of Schedule 14A. Additionally, please file the amended proxy statement with the PREM14A EDGAR tag and ensure that any subsequent proxy statement filings are properly designated. In revising the proxy statement, please clarify the form and amount of consideration to be paid for the acquisition, including the form of consideration held in escrow.
FirstName LastNameRobert Hayes Comapany NameSharps Technology, Inc. June 17, 2024 Page 2 FirstName LastName Robert Hayes Sharps Technology, Inc. June 17, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Nicholas O'Leary at 202-551-4451 or Abby Adams at 202-551-6902 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Arthur Marcus, Esq.
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United States securities and exchange commission logo
June 17, 2024
Robert Hayes
Chief Executive Officer
Sharps Technology, Inc.
105 Maxess Road, Ste. 124
Melville, NY 11747
Re:Sharps Technology, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed June 5, 2024
File No. 001-41355
Dear Robert Hayes:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 5, 2024
Proposal 4, page 18
1.We note that you are seeking stockholder approval of the issuance of 20% or more of your
outstanding common stock in connection with an acquisition. We further note your Form
8-K filed on June 5, 2024, that discloses your transfer of a $1 million escrow deposit for
the exclusive right to purchase InjectEZ’s assets from Nephron Pharmaceuticals. As it
appears Proposal 4 is a solicitation of your shareholders for the purpose of issuing shares
pursuant to an acquisition for which shareholders will not have a separate opportunity to
vote, please revise to provide the information required by Items 11, 13 and 14 of Schedule
14A, as required by Note A of Schedule 14A. This includes the amount of securities to be
issued, all audited and pro forma financial information required by Items 13 and 14 of
Schedule 14A and all transaction-related information required by Item 14 of Schedule
14A. Additionally, please file the amended proxy statement with the PREM14A EDGAR
tag and ensure that any subsequent proxy statement filings are properly designated. In
revising the proxy statement, please clarify the form and amount of consideration to be
paid for the acquisition, including the form of consideration held in escrow.
FirstName LastNameRobert Hayes
Comapany NameSharps Technology, Inc.
June 17, 2024 Page 2
FirstName LastName
Robert Hayes
Sharps Technology, Inc.
June 17, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Nicholas O'Leary at 202-551-4451 or Abby Adams at 202-551-6902 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Arthur Marcus, Esq.