SecProbe.io

CORRESP
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 SHARPS
TECHNOLOGY, INC.

 105
Maxess Road, Suite 124,

 Melville,
NY 11747

 January
28, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
DC 20549

 Attention:
 Juan Grana

 Katherine Bagley

 Re:
 Sharps
 Technology, Inc.

 Acceleration
 Request for Registration Statement on Form

 S-3
 Initially filed September 15, 2025, as amended

 File
 No. 333- 290255

 Dear
Mr. Grana and Ms. Bagley,

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Sharps Technology, Inc. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:30 p.m. ET on Friday, January 30, 2026, or as soon as thereafter
practicable.

 Very
 truly yours,

 Sharps
 Technology, Inc.

 By:
 /s/
 Paul K. Danner

 Name:
 Paul
 K. Danner

 Title:
 Principal
 Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

CORRESP
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 SHARPS
TECHNOLOGY, INC.

 105
Maxess Road, Suite 124,

 Melville,
NY 11747

 January
6, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
DC 20549

 Attention: Juan
 Grana

 Katherine
 Bagley

 Re:
 Sharps
 Technology, Inc.

 Acceleration
 Request for Registration Statement on Form

 S-3
 Initially filed October 23, 2025, as amended

 File
 No. 333-291038

 Dear
Mr. Grana and Ms. Bagley,

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Sharps Technology, Inc. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:30 p.m. ET on Thursday, January 8, 2026, or as soon as
thereafter practicable.

 Very
 truly yours,

 Sharps
 Technology, Inc.

 By:
 /s/
 Paul K. Danner

 Name:
 Paul
 K. Danner

 Title:
 Principal
 Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

CORRESP
 1
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 Sharps
Technology, Inc.

 105
Maxess Road,

 Melville,
NY 11747

 VIA
EDGAR

 December
23, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 Washington,
D.C. 20549

 Attn:
 Juan
 Grana

 Katherine
 Bagley

 Re: Sharps
 Technology, Inc.
 Registration
 Statement on Form S-3

 Filed
 September 15, 2025

 File
No. 333-290255

 Ladies
and Gentleman:

 Sharps
Technology, Inc. (the " Company ") hereby transmits its response to the comment letter received from the staff (the
" Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") on November 26, 2025
relating to the Registration Statement on Form S-3, filed by the Company with the Commission on September 15, 2025.

 For
the Staff's convenience, we have repeated below the Staff's comment in bold and have followed such comment with the Company's
response. Disclosure changes made in response to the Staff's comment have been made in Amendment No. 1 to Registration Statement
on Form S-3 (the " Registration Statement ") which is being submitted to the Commission contemporaneously with the submission
of this letter.

 Registration
Statement on Form S-3

 General

 1.
 We
 note your disclosure that you have adopted a Treasury Policy under which the principal holding
 in your treasury reserve on the balance sheet will be allocated to digital assets, starting
 with SOL, as well as your disclosure that you do not intend to allocate treasury assets to
 other digital assets in the near term. We also note that the financial statements included
 in your Form 10-Q for the period ended September 30, 2025 include USDC and USDT holdings.
 Please revise your disclosure to:

 ●
 Provide
 greater details regarding any plans to acquire and hold digital assets, including in what proportions and the anticipated timeline.
 In addition, please revise to provide a definition or more detailed explanation for what you mean by the term "digital assets."
 Please ensure that your revised disclosure clarifies the scope of the term and the type of digital assets it may cover, as well as
 the different characteristics, attributes and risk profiles associated with all included categories of digital assets.

 ●
 Provide
 a discussion of the material aspects of your treasury strategy and how you intend to generate profit through this strategy.

 Response:
The Company acknowledges the Staff's comment and has revised the Registration Statement accordingly. Please see pages 1 through
5 of the Registration Statement for further details.

 2.
 Please
 revise to provide additional disclosure regarding SOL and your staking plans. For example purposes only:

 ●
 Disclose
 your policies and procedures regarding your plans to stake Solana, including how much of your SOL you intend to stake.

 ●
 Revise
 to provide greater detail explaining how agreements with staking providers will operate.

 ●
 If
 material, add a risk factor addressing any liquidity risks related to your staking plans.

 ●
 Identify
 the custodians that hold and will hold your digital assets and disclose the material terms of the custody arrangements, including
 the amount and limitations of any insurance coverage.

 Response:
The Company acknowledges the Staff's comment and has revised the Registration Statement accordingly. Please see pages 2 through
7 of the Registration Statement for further details.

 3.
 We
 note that your Form 8-K furnished September 2, 2025 discloses that you entered into Consulting and Strategic Advisor Agreements on
 August 28, 2025. Please disclose how compensation for SOL Edge Ltd will be calculated. Please also disclose the material terms of
 the Investment Guidelines.

 Response:
The Company acknowledges the Staff's comment and has revised the Registration Statement accordingly. Please see page 2 of
the Registration Statement for further details.

 *
* *

 We
thank you for your review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact
to our counsel, Jonathan Deblinger, Esq. at jdeblinger@egsllp.com or by telephone at (212) 370-1300.

 Sincerely,

 /s/
 Paul Danner

 Name:
 Paul
 Danner

 Title:
 Principal
 Executive Officer

 cc:
 Jonathan
 Deblinger, Esq.

 Ellenoff
 Grossman & Schole LLP

November 26, 2025
Paul Danner
Principal Executive Officer
Sharps Technology, Inc.
105 Maxess Road,
Melville, NY 11747
Re:Sharps Technology, Inc.
Registration Statement on Form S-3
Filed September 15, 2025
File No. 333-290255
Dear Paul Danner:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
We note your disclosure that you have adopted a Treasury Policy under which the
principal holding in your treasury reserve on the balance sheet will be allocated to
digital assets, starting with SOL, as well as your disclosure that you do not intend to
allocate treasury assets to other digital assets in the near term. We also note that the
financial statements included in your Form 10-Q for the period ended September 30,
2025 include USDC and USDT holdings. Please revise your disclosure to:
Provide greater details regarding any plans to acquire and hold digital assets,
including in what proportions and the anticipated timeline. In addition, please
revise to provide a definition or more detailed explanation for what you mean by
the term “digital assets.” Please ensure that your revised disclosure clarifies the
scope of the term and the type of digital assets it may cover, as well as the •1.

November 26, 2025
Page 2
different characteristics, attributes and risk profiles associated with all included
categories of digital assets.
•Provide a discussion of the material aspects of your treasury strategy and how you
intend to generate profit through this strategy.
2.Please revise to provide additional disclosure regarding SOL and your staking plans.
For example purposes only:
•Disclose your policies and procedures regarding your plans to stake Solana,
including how much of your SOL you intend to stake.
•Revise to provide greater detail explaining how agreements with staking providers
will operate.
•If material, add a risk factor addressing any liquidity risks related to your staking
plans.
•Identify the custodians that hold and will hold your digital assets and disclose the
material terms of the custody arrangements, including the amount and limitations
of any insurance coverage.
3.We note that your Form 8-K furnished September 2, 2025 discloses that you entered
into Consulting and Strategic Advisor Agreements on August 28, 2025.  Please
disclose how compensation for SOL Edge Ltd will be calculated. Please also disclose
the material terms of the Investment Guidelines.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Jonathan Deblinger, Esq.

CORRESP
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Sharps
Technology, Inc.

105
Maxess Road

Melville,
NY 11747

January
23, 2025

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

  Re:
  Sharps Technology, Inc.

  Registration Statement on
  Form S-1/A

  Filed January 22, 2025

  File No. 333-284237

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Sharps Technology, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 4:30 PM Eastern Time, January 27, 2025, or as soon as practicable thereafter.

    Very truly yours,

    Sharps Technology, Inc.

    By:
  /s/
  Robert M. Hayes

  Robert M. Hayes

  Chief Executive Officer

CORRESP
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January
23, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Sharps
    Technology, Inc. (CIK: 0001737995)

    Registration
    Statement No. 333-284237 on Form S-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Aegis Capital Corp. hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it will become effective at 4:30 p.m. Eastern Time, January 27, 2025, or as soon thereafter
as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

    By:
    AEGIS
    CAPITAL CORP.

    By:

    /s/
    Robert Eide

    Name:
    Robert Eide

    Title:

    Chief Executive Officer

January 16, 2025
Robert Hayes
Chief Executive Officer and Director
Sharps Technology, Inc.
105 Maxess Road
Suite 124
Melville, NY 11747
Re:Sharps Technology, Inc.
Registration Statement on Form S-1
Filed January 10, 2025
File No. 333-284237
Dear Robert Hayes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Arthur Marcus

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Sharps
Technology, Inc.

105
Maxess Road

Melville,
NY 11747

December
31, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:

    Sharps
    Technology, Inc.

    Registration
    Statement on Form S-3

    Filed
    December 23, 2024

    File
    No. 333-284028

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Sharps Technology, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 4:30 PM Eastern Time, December 31, 2024, or as soon as practicable thereafter.

    Very truly yours,

    Sharps Technology, Inc.

    By:
    /s/
                                            Andrew Crescenzo

    Andrew Crescenzo

    Chief
    Financial Officer

December 30, 2024
Robert M. Hayes
Chief Executive Officer
Sharps Technology Inc.
105 Maxess Road
Melville, NY 11747
Re:Sharps Technology Inc.
Registration Statement on Form S-3
Filed December 23, 2024
File No. 333-284028
Dear Robert M. Hayes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Arthur Marcus, Esq.

CORRESP
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Sharps
Technology, Inc.

November
27, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:

    Juan
    Grana

    Re:
    Sharps
    Technology, Inc.

    Registration
    Statement on Form S-3

    Initially
    Filed on October 23, 2024

    File
    No. 333-282796

Mr.
Grana:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Sharps Technology, Inc. hereby
requests that the effectiveness of the above-referenced Registration Statement on Form S-3, as amended, be accelerated to and that the
Registration Statement become effective at 4:30 p.m., Eastern Time, on December 2, 2024, or as soon thereafter as practicable.

    Very
    truly yours,

    Sharps
    Technology, Inc.

    By:
    /s/
    Andrew Crescenzo

    Name:
    Andrew
    Crescenzo

    Title:
    Chief
    Financial Officer (Principal Financial Officer)

October 28, 2024
Robert M. Hayes
Chief Executive Officer
Sharps Technology, Inc.
105 Maxess Road
Melville, NY 11747
Re:Sharps Technology, Inc.
Registration Statement on Form S-3
Filed October 23, 2024
File No. 333-282796
Dear Robert M. Hayes:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.Please provide us with your analysis regarding how you meet the eligibility
requirements to file on Form S-3. It does not appear that you filed in a timely manner
all reports required to be filed in the past 12 months as required by General Instruction
I.A.3(b) of Form S-3. We note that the Form 8-K filed on July 30, 2024 in connection
with the amendment to your Articles of Incorporation on July 23, 2024 to increase
your total number of authorized shares of common stock does not appear to have been
timely filed. Refer to Securities Act Forms C&DI 115.06 for additional guidance.

October 28, 2024
Page 2
Exhibits
2.We note your disclosure on page 11 that "[i]n accordance with the terms of a
registration rights agreement with the selling shareholders, this prospectus generally
covers the resale of the shares of Common Stock issued to the selling shareholders in
the as described above." Please file the registration rights agreement as an exhibit to
this registration statement.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Arthur Marcus, Esq.

United States securities and exchange commission logo
June 26, 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, as revised on June 25, 2024
File No. 001-41355
Dear Robert Hayes:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur Marcus, Esq.

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Sharps
Technology, Inc.

105
Maxess Road, Ste. #124

Melville,
NY 11747

June
25, 2024

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Nicholas O’Leary and Abby Adams

Re:
Sharps Technology, Inc.

Preliminary
Proxy Statement on Schedule 14A

Filed
June 5, 2024

File
No. 001-41355

Dear
Mr. O’Leary/ Ms. Adams:

As
discussed on certain calls with our counsel, Sharps Technology, Inc. (the “Company”) is hereby responding
to the comments on the Preliminary Proxy Statement on Schedule 14A filed on June 5, 2024 that the Company received on June 25, 2024 from
the staff of the Commission (the “Staff”).

The
Company hereby represents that it has no current plans, agreements or understandings to issue any securities in excess of our authorized
shares or at a discount to the market that relate to Proposals 1 and 3 of our Preliminary Proxy Statement dated June 25, 2024, which
has been revised to eliminate Proposal #4 filed on the date hereof.

    Sincerely,

    Sharps
    Technology, Inc.

    By:
    Andrew
    Crescenzo, CFO

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June
24, 2024

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Nicholas O’Leary and Abby Adams

Re:
Sharps Technology, Inc.

Preliminary
Proxy Statement on Schedule 14A

Filed
June 5, 2024

File
No. 001-41355

Dear
Mr. O’Leary/ Ms. Adams:

As
discussed on certain calls, Sharps Technology, Inc. (the “Company”) is hereby responding to the comments on
the Preliminary Proxy Statement on Schedule 14A filed on June 5, 2024 that the Company received on June 21, 2024 from the staff of the
Commission (the “Staff”).

We
discussed that Proposal 4 did not relate to the acquisition of the assets of Inject EZ, LLC. but rather related to a separate transaction
which is not in a definitive agreement at this time, so we are removing it. We then discussed why no shareholder approval is required
for the acquisition of the assets from InjectEZ. You have requested additional information regarding why the InjectEZ transaction does
not require shareholder approval under Nevada law or Nasdaq Rules. We state our updated response under the heading “Response”
below.

Preliminary
Proxy Statement on Schedule 14A filed June 5 , 2024

Response:
As discussed, the Company does not believe that the acquisition of assets from InjectEZ requires shareholder approval under Nevada law
or the rules of Nasdaq. Section 92A.120 of the Nevada Revised Statutes requires you to obtain shareholder approval for a plan of merger,
conversion or exchange. The Company is not entering into any of the referenced plans and no shareholder approval is required under Nevada
Law. Nasdaq Rule 5630(a) requires shareholder approval for the issuance of more than 20% of the Company’s common stock in connection
with an acquisition of a company or assets. In this situation, the Company is buying equipment from a Nephron affiliated entity that
was formed to set up a facility for the production of pre-filled COC syringes for Nephron’s internal uses. Due to reasons related
to other aspects of Nephron’s business, the facility was never completed and never produced any pre-filled COC syringes for Nephron
. The Company has entered into a transaction to buy the equipment for $35.0 million which is the approximate cost of the equipment and
to assume $4.0 million in vendor liability related to the equipment. The purchase price is payable in cash and no shares of common stock
are being issued to the Seller. The Company expects to raise funds through an acquisition based financing facility and potentially the
sale of equity in a transaction that will not require shareholder approval under Nevada law or the rules of Nasdaq. In the event that
the Company enters into a financing that has the potential to result in the issuance of 20% or more of the Company’s outstanding
common stock, it will contain 19.99% Nasdaq blockers requiring shareholder approval prior to any issuance that results in shares
being issued in excess of 19.99% and the Company will submit such matter to the shareholders for approval as required under Nasdaq
rules.

We hope the foregoing answers are responsive to your
comments. Please do not hesitate to contact me with any questions or comments regarding this correspondence and the Company’s Preliminary
Proxy Statement. As discussed, we would like to be cleared to file the Company’s Definitive Proxy Statement as soon as possible,
as the timing is extremely important.

    Sincerely,

    /s/
    Arthur Marcus, Esq.

CORRESP
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June
21, 2024

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Nicholas O’Leary and Abby Adams

Re:
Sharps Technology, Inc.

Preliminary
Proxy Statement on Schedule 14A

Filed
June 5, 2024

File
No. 001-41355

Dear
Mr. O’Leary:

As
discussed on certain calls, Sharps Technology, Inc. (the “Company”) is hereby responding to the comments on
the Preliminary Proxy Statement on Schedule 14A filed on June 5, 2024 that the Company received on June 17, 2024 from the staff of the
Commission (the “Staff”).

For
ease of review, we have set forth below the numbered comment of your letter in bold type followed by the Company’s responses thereto.
Unless otherwise indicated, capitalized terms and page numbers used herein have the meanings assigned to them in the Registration Statement.

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.

Response:
As discussed, the Company proposes to eliminate Proposal 4 relating to the potential issuance of more than 20% of the
Company’s Common Stock in connection with an acquisition. The proposal related to an acquisition not related to the Nephron
asset/equipment purchase. Since there is no definitive agreement with respect to the other acquisition which was the subject of
Proposal 4, the Company will remove the proposal. If the Company proceeds with such acquisition and it requires shareholder
approval, the Company will hold a separate special meeting and provide shareholders with the necessary information on the target
company, including the required financial statements.

We
hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me with any questions or comments regarding
this correspondence and the Company’s Preliminary Proxy Statement. As discussed, we would like to be cleared to file the Company’s
Definitive Proxy Statement as soon as possible, as the timing is extremely important.

    Sincerely,

    /s/
    Arthur Marcus, Esq.

CORRESP
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June
21, 2024

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Nicholas O’Leary and Abby Adams

Re:
Sharps Technology, Inc.

Preliminary
Proxy Statement on Schedule 14A

Filed
June 5, 2024

File
No. 001-41355

Dear Mr. O’Leary/ Ms. Adams:

As
discussed on certain calls, Sharps Technology, Inc. (the “Company”) is hereby responding to the comments on
the Preliminary Proxy Statement on Schedule 14A filed on June 5, 2024 that the Company received on June 21, 2024 from the staff of the
Commission (the “Staff”).

We discussed that Proposal 4 did not relate to the acquisition of the assets of Inject EZ, LLC. but rather related
to a separate transaction which is not in a definitive agreement at this time, so we are removing it. We then discussed why no shareholder
approval is required for the acquisition of the assets from InjectEZ. We state our response under the heading “Response”
below.

Preliminary
Proxy Statement on Schedule 14A filed June 5 , 2024

Response:
As discussed, the Company does not believe that the acquisition of assets from InjectEZ requires shareholder approval. The Company is
buying equipment from a Nephron affiliated entity that was formed to set up a facility for the production of pre-filled COC syringes
for Nephron’s internal uses.. Due to reasons related to other aspects of Nephron’s business, the facility was never completed
and never produced any pre-filled COC syringes for Nephron . The Company has entered into a transaction to buy the equipment for $35.0
million which is the approximate cost of the equipment and to assume $4.0 million in vendor liability related to the equipment.. The
purchase price is payable in cash and no shares of common stock are being issued to the Seller. The Company expects to raise funds through
an acquisition based financing facility and potentially the sale of equity in a transaction that will not require shareholder approval.

We
hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me with any questions or comments regarding
this correspondence and the Company’s Preliminary Proxy Statement. As discussed, we would like to be cleared to file the Company’s
Definitive Proxy Statement as soon as possible, as the timing is extremely important.

    Sincerely,

    /s/
    Arthur Marcus, Esq.

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.

United States securities and exchange commission logo
May 29, 2024
Robert M. Hayes
Chief Executive Officer
Sharps Technology Inc.
105 Maxess Road, Suite 124
Melville, New York 11747
Re:Sharps Technology Inc.
Offering Statement on Form 1-A
Filed May 21, 2024
File No. 024-12438
Dear Robert M. Hayes:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur Marcus, Esq.

CORRESP
1
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Sharps
Technology, Inc.

October
24, 2023

Via
EDGAR

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:

    Conlon
Danberg

    Re:
    Sharps
    Technology, Inc.

    Registration
    Statement on Form S-1

    Initially
    Filed on October 16, 2023

    File
    No. 333-275011

Ms.
Danberg:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Sharps Technology,
Inc. hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended, be accelerated to
and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on October 26, 2023, or as soon thereafter as practicable.

    Very
    truly yours,

    Sharps
    Technology, Inc.

    By:
    /s/
    Robert M. Hayes

    Name:
    Robert
    M. Hayes

    Title:
    Chief
    Executive Officer (Principal Executive Officer)

United States securities and exchange commission logo
October 24, 2023
Robert M. Hayes
Chief Executive Officer
Sharps Technology Inc.
105 Maxess Road, Ste. 124
Melville, New York 11747
Re:Sharps Technology Inc.
Registration Statement on Form S-1
Filed October 16, 2023
File No. 333-275011
Dear Robert M. Hayes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur Marcus, Esq.

CORRESP
1
filename1.htm

Sharps
Technology, Inc.

105
Maxess Road

Melville,
NY 11747

(631)
574-4436

August
31, 2023

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:

    Sharps
    Technology, Inc.

    Registration
    Statement on Form S-3

    Filed
    August 29, 2023

    File
    No. 333-274146

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Sharps Technology, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 9:00 AM Eastern Time, September 5, 2023, or as soon as practicable thereafter.

    Very
    truly yours,

    Sharps
    Technology, Inc.

    By:

    /s/
    Robert M. Hayes

    Robert
    M. Hayes

    Chief
    Executive Officer

United States securities and exchange commission logo
August 29, 2023
Andrew Crescenzo
Chief Financial Officer
Sharps Technology, Inc.
Maxess Road
Melville, NY 11747
Re:Sharps Technology, Inc.
Registration Statement on Form S-3
Filed August 22, 2023
File No. 333-274146
Dear Andrew Crescenzo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur Marcus, Esq.

CORRESP
1
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Sharps
Technology, Inc.

105
Maxess Road, Ste. 124

Melville,
New York 11747

April
19, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Division of Corporation Finance Office of Information Technologies and Services

    Re:
    Sharps
    Technology, Inc.

    Pre-Effective
    Amendment No. 1 To Form S-1

    Filed
    April 14, 2023

    File
    No. 333-269743

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Sharps Technology, Inc. (the “Registrant”), hereby
requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated
to 5:00 p.m., Eastern time, on April 21, 2023, or as soon thereafter as practicable. In connection with the foregoing request for acceleration
of effectiveness, the Registrant hereby acknowledges the following:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
    from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    SHARPS
    TECHNOLOGY, INC.

    By:
    /s/ Robert M. Hayes

    Robert
    M. Hayes

    Chief
    Executive Officer

United States securities and exchange commission logo
February 21, 2023
Robert Hayes
Chief Executive Officer
Sharps Technology Inc.
105 Maxess Road, Ste. 124
Melville, New York 11747
Re:Sharps Technology Inc.
Registration Statement on Form S-1
Filed February 13, 2023
File No. 333-269743
Dear Robert Hayes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

April
11, 2022

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Sharps
    Technology, Inc. (CIK: 0001737995)

    Registration
    Statement No. 333-263715 on Form S-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Aegis Capital Corp. hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it will become effective at 5:30 p.m. Eastern Time, April 13, 2022, or as soon
thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

    By:
    AEGIS
    CAPITAL CORP.

    By:

    /s/
    Griffin Cassagne

    Name:
    Griffin Cassagne

    Title:
    Executive Vice President

CORRESP
1
filename1.htm

April
11, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Attention:
    Tyler
    Howes and Tim Buchmiller

    Re:
    Sharps
    Technology, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-263715

Dear
Mr. Howes and Mr. Buchmiller:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Sharps Technology, Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:30
p.m. Eastern Time, April 13, 2022, or as soon as practicable thereafter.

    Very
    truly yours,

    Sharps
    Technology, Inc.

    By:
    /s/
    Robert M. Hayes

    Robert
    M. Hayes

    Chief
    Executive Officer

105
Maxess Road, Melville, New York 11747 | (631) 574 -4436 | sharpstechnology.com

CORRESP
1
filename1.htm

March
30, 2022

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Tyler Howes and Tim Buchmiller

Re:
Sharps Technology, Inc.

Registration
Statement on Form S-1

Filed
March 18, 2022

File
No. 333-263715

Dear
Mr. Howes and Mr. Buchmiller:

Sharps
Technology, Inc. (the “Company”) is hereby submitting an Amendment No. 1 to Registration Statement on Form S-1. The Company
previously submitted a Registration Statement on Form S-1 filed on March 18, 2022. The Registration Statement on Form S-1 filed on March
18, 2022 has been revised to reflect the Company’s response to the comment received on March 23, 2022 from the staff of the Commission
(the “Staff”).

For
ease of review, we have set forth below the numbered comment of your letter in bold type followed by the Company’s responses thereto.
Unless otherwise indicated, capitalized terms and page numbers used herein have the meanings assigned to them in the Registration Statement.

Registration
Statement on Form S-1 filed March 18, 2022

Prospectus
Summary

Reincorporation
and Reverse Split, page 5

    1.
    Please
    clarify the timing of your reverse split and whether it will take place prior to the effectiveness of the Form S-1. If the split
    will take effect after effectiveness but before closing of the IPO, please revise to include pro forma information in Capitalization
    and Dilution tables, summary financial data, selected financial data for all periods and in the notes to the financial statements
    for the most recent annual period. If the split will take effect prior to effectiveness, please revise to retroactively restate all
    share and per share information included in your filing, including the financial statements, once approved.

The
Company has revised the Registration Statement throughout to disclose that the reverse split has been completed. Additionally, all information
contained in the registration statement, including the audited financial statements, give effect to the reverse split.

In
addition, we discussed Comment #6 from your letter of December 30, 2021. As discussed on our call and in response to Comment #5 of
the December 30 comment letter, the Company used the contemporaneous private placement share price during that period to
value the shares issued and the exercise price for options granted during the similar time frame. Since December 2020, the
Company has used a pre-split price of $2.00 per share which equals $7.00 per share which is equal to or in excess of our estimated
range of $5.25 per share to $7.25 per share. As you will note in the S-1, we use a mid-point of $6.25.

We
hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me or our counsel with any questions or
comments regarding this correspondence on the revised S-1.

    Sincerely,

    /s/
    Arthur Marcus

United States securities and exchange commission logo
March 23, 2022
Robert M. Hayes
Chief Executive Officer
Sharps Technology, Inc.
105 Maxess Road, Ste. 124
Melville, New York 11747
Re:Sharps Technology, Inc.
Registration Statement on Form S-1
Filed March 18, 2022
File No. 333-263715
Dear Mr. Hayes:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed March 18, 2022
Prospectus Summary
Reincorporation and Reverse Split, page 5
1.Please clarify the timing of your reverse split and whether it will take place prior to the
effectiveness of the Form S-1.  If the split will take effect after effectiveness but before
closing of the IPO, please revise to include pro forma information in Capitalization and
Dilution tables, summary financial data, selected financial data for all periods and in the
notes to the financial statements for the most recent annual period.  If the split will take
effect prior to effectiveness, please revise to retroactively restate all share and per share
information included in your filing, including the financial statements, once approved.

 FirstName LastNameRobert M. Hayes
 Comapany NameSharps Technology, Inc.
 March 23, 2022 Page 2
 FirstName LastName
Robert M. Hayes
Sharps Technology, Inc.
March 23, 2022
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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

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.

 FirstName LastNameRobert M. Hayes
 Comapany NameSharps Technology Inc.
 January 31, 2022 Page 2
 FirstName LastName
Robert M. Hayes
Sharps Technology Inc.
January 31, 2022
Page 2
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.

 FirstName LastNameRobert M. Hayes
 Comapany NameSharps Technology Inc.
 January 31, 2022 Page 3
 FirstName LastName
Robert M. Hayes
Sharps Technology Inc.
January 31, 2022
Page 3
            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.

United States securities and exchange commission logo
December 30, 2021
Robert M. Hayes
Chief Executive Officer
Sharps Technology Inc.
105 Maxess Road, Ste. 124
Melville, New York 11747
Re:Sharps Technology Inc.
Draft Registration Statement on Form S-1
Submitted December 3, 2021
CIK No. 0001737995
Dear Mr. Hayes:
            We have reviewed your 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 December 3, 2021
Company Overview, page 5
1.We note your disclosure that Sharps Provensa is a FDA-cleared safety syringe.  Please
disclose when you received FDA clearance/approval and the indicated use(s) for the
device.
2.We note your disclosure that you "anticipate that [you] will commence receiving orders
for and producing commercial quantities of [y]our Sharps Provensa upon and subject to
successful completion of this offering."  Please revise to clarify if you have received any
orders to date and include risk factor disclosure, if appropriate.

 FirstName LastNameRobert M. Hayes
 Comapany NameSharps Technology Inc.
 December 30, 2021 Page 2
 FirstName LastName
Robert M. Hayes
Sharps Technology Inc.
December 30, 2021
Page 2
Market Opportunity, page 5
3.Please balance your disclosure that each automated assembly line is designed to produce
75 million units per year by discussing your current manufacturing capacity and your
capacity if you are able to consummate the purchase of the assets or shares of Safegard.
Risk Factors, page 8
4.We note that the closing of your purchase of the Safegard assets or shares is to occur no
later than February 28, 2022, following which, if not exercised, your option will
expire.  Please include a risk factor discussing the material risks related to the option
agreement for the purchase of Safegard Medical's stock or assets.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Summary of Significant Accounting Policies
Stock-Based Compensation Expense, page 22
5.Since your common stock is not publicly traded, 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.  Describe in detail the valuation
methodology and significant assumptions that you used in estimating the fair value of the
options issued during the periods presented.
6.Once you have an estimated offering price or range, please explain to us the reasons for
any differences between the recent valuations of your common stock leading up to the
initial public offering and the estimated offering price.  This information will help
facilitate our review of your accounting for equity issuances.  Please discuss with the staff
how to submit your response.
Results of Operations, page 27
7.We reference the disclosure on page 19 and 20 that you have devoted substantially all of
your resources to the research and development of your safety syringe products.  Please
revise to provide quantitative or qualitative disclosure that provides more transparency as
to the type of research and development expenses incurred during each period presented
(i.e., by nature or type of expense) which should reconcile to total research and
development expense on the Statements of Operations.
8.We reference the disclosures that attribute the increases in payroll and consulting
expenses to increased salaries and number of employees and consultants.  Please revise to
provide more clarify on the nature of employee and consultant positions that contributed
to the increase and consider quantifying the number of employees added during each
period.
9.We reference your presentation of payroll and consulting expenses as a separate line item
in the Statement of Operations.  Yet you also attribute the increase in research and

 FirstName LastNameRobert M. Hayes
 Comapany NameSharps Technology Inc.
 December 30, 2021 Page 3
 FirstName LastNameRobert M. Hayes
Sharps Technology Inc.
December 30, 2021
Page 3
development expense for all periods presented to the increase in cost of labor.  Please tell
us why you do not consistently allocate payroll expenses between the expense
categories in the Statement of Operations.
Business
Background and Overview, page 30
10.We see that you entered into an asset/share purchase agreement with Safegard for
the option to purchase either the stock of Safegard or certain assets of Safegard, which
expire if not exercise prior to February 28, 2022.  Tell us how you considered Rule 3-05
of Regulation S-X in determining whether the financial statements of Safegard are
required to be included in the registration statement.
Business
Intellectual Property, page 34
11.Please revise to include a more fulsome discussion of your two outstanding patent
applications including potential expiration dates, applicable jurisdictions, whether the
patent applications are owned or licensed and the type of patent protection that is being
sought.
Management, page 35
12.For the background disclosure of Paul K. Danner and Timothy Ruemler, please describe
the business experience of each during the past five years including their principal
occupations and the name and principal business of any corporation where they were
employed. Refer to Regulation S-K Item 401(e)(1).

Policies and Procedures for Related Party Transactions, page 40
13.Please disclose the standards that will be applied in determining whether to approve any
of the transactions described in this section.  Refer to Item 404(b)(1)(ii) of Regulation S-
K.
Financial Statements for the year ended December 31, 2020
Statements of Operations and Comprehensive Loss , page F-3
14.We note you present non-cash stock-based compensation as a separate line item in your
income statement.  Please modify your statement of operations for all periods to present
the expense related to stock-based payment arrangements in the line or lines as cash
compensation paid to the same employees.  Refer to SAB Topic 14:F.
General
15.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,

 FirstName LastNameRobert M. Hayes
 Comapany NameSharps Technology Inc.
 December 30, 2021 Page 4
 FirstName LastName
Robert M. Hayes
Sharps Technology Inc.
December 30, 2021
Page 4
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            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.