8-K
SkyAI, Inc. (SKYA)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 26, 2025
SHARPS
TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41355 | 82-3751728 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
105Maxess Road, Suite 124,
Melville,
NY 11747
(Address of principal executive office) (Zip Code)
(631)574-4436
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 | STSS | Nasdaq Capital Market |
| Common Stock Purchase Warrants | STSSW | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 26, 2025, Sharps Technology, Inc. (the “Company”) entered into Waiver and Consent (the “Waiver and Consent”) with certain holders of the Company’s securities (who collectively beneficially own at least 50.1% of the then outstanding Registrable Securities, as defined in the Registration Rights Agreement dated August 25, 2025 (the “Registration Rights Agreement”). The Waiver and Consent waives the compliance of the September 29, 2025 filing date and extends the deadline for the Company to file the initial resale registration statement with the Securities and Exchange Commission to the 60th calendar day following the Closing Date, as defined in the Registration Rights Agreement.
The foregoing descriptions of the Waiver and Consent and Registration Rights Agreement does not purport to be complete and are qualified in their entirety by reference to the full text of the Waiver and Consent and Registration Rights Agreement, which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item9.01 Financial Statements and Exhibits
(d)Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 10.1 | Form of Waiver and Consent, dated September 26, 2025 |
| 10.2 | Form of Registration Rights Agreement, dated as of August 25, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on August 25, 2025). |
| 104 | The<br> cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Sharps<br> Technology, Inc. | ||
|---|---|---|
| Dated:<br> September 29, 2025 | By: | /s/ Paul K. Danner |
| Name: | Paul<br> K. Danner | |
| Title: | Executive<br> Chairman (Principal Executive Officer) |
Exhibit10.1
WAIVERAND CONSENT
This waiver and consent (this “Waiver and Consent”) dated September 26, 2025, by and between Sharps Technology, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”), is being delivered pursuant to Sections 6(d) of the Registration Rights Agreement by and between the Company and Purchasers, dated August 25, 2025 (the “Agreement”). Capitalized terms used herein, unless otherwise defined, shall have the meanings set forth in the Agreement.
RECITALS
WHEREAS, pursuant to Section 2(a) of the Agreement, the Company is required to prepare and file or cause to be prepared and filed with the Commission, a Registration Statement no later than September 29, 2025.
WHEREAS, the Company is seeking (i) waiver of compliance with the Filing Date and (ii) to amend the Filing Date to sixty (60) days following the Closing Date, in each case in accordance with Section 6(d) of the Agreement, which provides that any of the provisions, covenants and conditions set forth in the Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified, with the written consent of (i) the Company and (ii) the Holders of at least a majority in interest of the Registrable Securities; and
NOW THEREFORE, of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
| 1. | Waiver.<br> In connection with waiving the compliance with and amending the Filing Date, each Purchaser<br> hereby: |
|---|---|
| a. | provides<br> this written consent to the Company for waiving the compliance with the Filing Date and amending<br> the Filing Date to sixty (60) days from the Closing Date. |
| --- | --- |
| 2. | Limited<br> Waiver. The execution, delivery and effectiveness of this Consent and Waiver shall not,<br> except as expressly provided herein, (A) waive or modify any right, power or remedy under,<br> or any other provision of the Agreement or (B) commit or otherwise obligate the Purchasers<br> to enter into or consider entering into any other waiver or modification of the Agreement. |
| --- | --- |
| 3. | Miscellaneous.<br> All communications and notices hereunder shall be given as provided in the Agreement. This<br> Consent and Waiver (a) shall be governed by and construed in accordance with the law of the<br> State of New York, (b) is for the exclusive benefit of the parties hereto and, together with<br> the Agreement, constitutes the entire agreement of such parties, superseding all prior agreements<br> among them, with respect to the subject matter hereof, (c) may be modified, waived or assigned<br> only in writing by both the Company and the Purchasers, and only to the extent such modification,<br> waiver or assignment would be permitted under the Agreement (and any attempt to assign this<br> Consent and Waiver without such writing shall be null and void), and (d) is a negotiated<br> document, entered into freely among the parties upon advice of their own counsel, and it<br> should not be construed against any of its drafters. The fact that any term or provision<br> of this Consent and Waiver is held invalid, illegal or unenforceable as to any person in<br> any situation in any jurisdiction shall not affect the validity, enforceability or legality<br> of the remaining terms or provisions hereof or the validity, enforceability or legality of<br> such offending term or provision in any other situation or jurisdiction or as applied to<br> any person. |
[Signaturepages follows.]
IN WITNESS WHEREOF, the undersigned have executed this Consent and Waiver as of the date first above written.
| Sharps Technology, Inc. | |
|---|---|
| By: | /s/ Paul K. Danner |
| Name: | Paul K. Danner |
| Title: | Principal Executive Officer |
[SIGNATURE PAGES OF PURCHASERS FOLLOWS]
[SIGNATURE PAGE OF PURCHASERS]
Name of Holder: __________________________
Signatureof Authorized Signatory of Holder: __________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________
[SIGNATUREPAGES CONTINUE]