UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-41355

Sharps Technology, Inc.

(Exact name of registrant as specified in its charter)

Nevada

82-3751728

State or other jurisdiction

of incorporation or organization

(I.R.S. Employer

Identification No.)

105 Maxess Road, Melville, New York 11747

(Address of principal executive offices) (Zip Code)

(631) 574 -4436

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	STSS	NASDAQ Capital Market
Common Stock Purchase Warrants	STSSW	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 8, 2026, 42,322,168 shares of the registrant’s common stock, par value $.0001 per share, were issued and outstanding.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)
	Condensed Consolidated Balance Sheets	F-1
	Condensed Consolidated Statements of Operations	F-2
	Condensed Consolidated Statement of Comprehensive Income (Loss)	F-3
	Condensed Consolidated Statements of Stockholders’ Equity	F-4
	Condensed Consolidated Statements of Cash Flows	F-5
	Notes to the Condensed Consolidated Financial Statements	F-6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8
ITEM 4.	CONTROLS AND PROCEDURES	8
PART II OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	9
ITEM 1A.	RISK FACTORS	9
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	9
ITEM 6.	EXHIBITS	13
SIGNATURES		14

Item 1. Financial Statements:

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2026			2025
	(Unaudited)			(Audited)

Assets:
Current Assets
Cash	$	12,320,547		$	10,382,745
Accounts receivable – product trade		396,900			204,120
Accounts receivable – digital currency, net		321,571			507,842
Accounts receivable		321,571			507,842
Prepaid expenses – related party		4,166,667			6,666,667
Prepaid expenses and other current assets		716,790			475,869
Inventories, net		457,709			645,268
Total Current Assets		18,380,184			18,882,511

Digital commodities, at fair value		162,490,274			250,111,125
Fixed assets, net		58,833			81,167
Other assets		73,319			370
Total Assets	$	181,002,610		$	269,075,173

Liabilities:
Current Liabilities
Accounts payable	$	1,581,488		$	590,692
Accrued expenses and other		556,990			921,954
Margin loan		-			3,084,931
Warrant liability		80,742			97,450
Total Current Liabilities		2,219,220			4,695,027

Total Liabilities		2,219,220			4,695,027

Commitments and Contingencies		-			-

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding (2025: 0)		-			-
Common stock, $0.0001 par value; 500,000,000 shares authorized; 40,290,005 issued, 39,422,326 outstanding at March 31, 2026 and 28,995,403 issued and outstanding at December 31, 2025		4,028			2,899
Additional paid-in capital		583,554,787			581,324,579
Treasury stock, at cost, 867,678 and 0 shares, respectively at March 31, 2026 and December 31, 2025		(1,588,861	)		-
Accumulated deficit		(403,186,564	)		(316,947,332	)
Total Stockholders’ Equity		178,783,390			264,380,146
Total Liabilities and Stockholders’ Equity	$	181,002,610		$	269,075,173

The accompanying notes are an integral part of these financial statements.

F-1

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31

(UNAUDITED)

	2026			2025

Net Revenue	$	192,780		$	-
Cost of goods sold		202,578			-
Gross Margin (Loss)		(9,798	)		-

Staking Revenue, net		3,134,109			-

Operating expenses:
Consulting fees – related party		2,500,000			-
Selling, general and administrative		5,053,320			1,364,295
Research and development		137,097			-
Unrealized loss on digital commodities		70,846,202			-
Realized loss on digital commodities		10,789,841			-
Digital commodity transaction expenses		63,821			-
Total Operating Expenses		89,390,281			1,364,295
Loss from Operations		(86,265,970	)		(1,364,295	)

Other Income (Expense):
Interest income (expense), net		10,038			(626,991	)
Fair market value adjustment on warrants		16,708			4,618,889
Foreign currency loss		(8	)		-
Other Income, net		26,738			3,991,898

Income (Loss) Before Provision for Taxes		(86,239,232	)		2,627,603
Tax Provision		-			-
Income (Loss) from Continuing Operations		(86,239,232	)		2,627,603

Discontinued Operations:
Loss from discontinued operations		-			(830,769	)
Income tax benefit		-			132,000
Loss from Discontinued Operations		-			(698,769	)

Net Income (Loss)	$	(86,239,232	)	$	1,928,834

Income (loss) per share from Continuing Operations, basic and diluted	$	(1.19	)	$	52.62
Loss per share from Discontinued Operations, basic and diluted		-			(13.99	)
Net income (loss) per share, basic and diluted	$	(1.19	)	$	38.63
Weighted average shares used to compute net income (loss) per share, basic and diluted		72,570,807			49,938

The accompanying notes are an integral part of these financial statements.

F-2

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31

(UNAUDITED)

	2026			2025
Net Income (Loss)	$	(86,239,232	)	$	1,928,834

Other comprehensive income:

Foreign currency translation adjustments		-			292,573

Comprehensive Income (Loss)	$	(86,239,232	)	$	2,221,407

The accompanying notes are an integral part of these financial statements.

F-3

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025

(Unaudited)

	Shares		Amount		Shares		Amount				Capital			Income		Deficit			Equity
	Preferred Stock				Common Stock						Additional Paid-in			Accumulated Other Comprehensive		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount				Capital			Income		Deficit			Equity
Balance – December 31, 2024		-	$	-		6,827	$	1	-	-	$	36,418,041		$	23,293	$	(34,445,206	)	$	1,996,129
Net income for the three months ended March 31, 2025		-				-		-				-			-		1,928,834			1,928,834
Share-based compensation charges		-		-		-		-				44,383			-		-			44,383
Equity offering - January 2025		-		-		47,619		4				5,873,405			-		-			5,873,409
Warrant exercise – Series B cashless				-		431,395		43				(43	)		-		-			-
Foreign currency translation		-		-		-		-	-	-		-			292,573					292,573
Balance – March 31, 2025		-	$	-		485,841	$	48	-	-	$	42,335,786		$	315,866	$	(32,516,372	)	$	10,135,328

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(Unaudited)

	Shares		Amount		Shares		Amount		Shares			Amount			APIC		OCI		Deficit			Equity
	Preferred Stock				Common Stock				Treasury Stock						Additional Paid-in		Accumulated Other Comprehensive		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Income		Deficit			Equity
Balance – December 31, 2025		-	$	-		28,995,403	$	2,899		-		$	-		$	581,324,579	$	-	$	(316,947,332	)	$	264,380,146
Balance		-	$	-		28,995,403		2,899		-			-			581,324,579		-		(316,947,332	)		264,380,146
Net loss for the three months ended March 31, 2026		-		-		-		-		-			-			-		-		(86,239,232	)		(86,239,232	)
Net income (loss)		-		-		-		-		-			-			-		-		(86,239,232	)		(86,239,232	)
Share-based compensation charges		-		-		-		-		-			-			2,230,208		-		-			2,230,208
Share repurchase for treasury stock		-		-		-		-		(867,678	)		(1,588,861	)		-		-		-			(1,588,861	)
Exercise of prefunded warrants		-		-		9,401,702		940		-			-			-		-		-			940
Exercise of warrants - related party		-		-		1,892,900		189		-			-			-		-		-			188
Balance – March 31, 2026		-	$	-		40,290,005	$	4,028		(867,678	)	$	(1,588,861	)	$	583,554,787	$	-	$	(403,186,564	)	$	178,783,390
Balance		-		-		40,290,005		4,028		(867,678	)		(1,588,861	)		583,554,787		-		(403,186,564	)		178,783,390

The accompanying notes are an integral part of these financial statements.

F-4

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31

(UNAUDITED)

	For the quarter ended March 31, 2026			For the quarter ended March 31, 2025

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(86,239,232	)	$	1,928,834
Add: Loss from discontinued operations		-			698,769
Income (loss) from continuing operations		(86,239,232	)		2,627,603
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		22,334			55,103
Stock-based compensation		2,230,208			44,383
Accretion of debt discount		-			708,390
Fair market value adjustment for warrants		(16,708	)		(4,618,889	)
Digital commodities received as staking revenues, net		(3,134,109	)		-
Realized loss on digital commodities		10,789,841			-
Unrealized loss on digital commodities		70,846,202			-
Foreign exchange impact		-			(41,295	)
Changes in operating assets:
Accounts receivable - trade & digital		(192,780	)		68,573
Amortization of related party prepaid		2,500,000			-
Prepaid expenses and other		(240,922	)		294,217
Inventory		187,559			196,654
Other assets		(72,949	)		(383,253	)
Accounts payable and accrued liabilities		643,434			(369,177	)
Net cash used in operating activities		(2,677,122	)		(1,417,691	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of digital commodities		9,288,716			-
Net cash provided by investing activities		9,288,716			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from offerings and warrant exercises		-			18,175,043
Share repurchase program		(1,588,861	)		-
Repayment of debt financing		-			(4,222,012	)
Repayment of margin loan		(3,084,931	)		-
Net cash provided by (used in) financing activities		(4,673,792	)		13,953,031

Effect of exchange rate changes on cash		-			(187,915	)

NET INCREASE IN CASH - CONTINUING OPERATIONS		1,937,802			12,347,425

CASH FLOWS FROM DISCONTINUED OPERATIONS
Net cash used in operating activities - discontinued operations		-			(1,226,124	)
Net cash used in investing activities - discontinued operations		-			(90,405	)
NET DECREASE IN CASH - DISCONTINUED OPERATIONS		-			(1,316,529	)

CASH — BEGINNING OF PERIOD		10,382,745			864,042
CASH — END OF PERIOD	$	12,320,547		$	11,894,938

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for taxes		-			-
Cash paid for interest	$	19,229			-
Par value waived on warrant exercise	$	1,129			-
OID interest		-		$	875,000

The accompanying notes are an integral part of these financial statements.

F-5

SHARPS TECHNOLOGY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

Note 1. Description of Business

Nature of Business

Sharps Technology, Inc. (“Sharps” or the “Company”) is a medical device sales and distribution enterprise engaged in the marketing and distribution of syringe products and related drug-delivery systems. Previously, the Company was also focused on design and manufacture of a portfolio of conventional and safety syringes.

On August 24, 2025, the Company adopted a digital commodity treasury strategy focused on accumulating Solana (“SOL”), the native digital commodity of the Solana blockchain.

On October 6, 2025, the Company entered into definitive agreements, including a bill of sale, assignment and assumption agreement providing for the transfer by the Company of certain assets, and a contract for the transfer of business share providing for the assignment by the Company of all of the Company’s right, title and interest in and to the issued and outstanding shares of Safegard Medical Kft, the Hungarian subsidiary, which is reflected in the accompanying financial statements as a discontinued operation.

As of October 6, 2025, with the ownership transfer of Safegard Medical Kft complete, the Company discontinued all design and manufacturing endeavors to focus instead solely on marketing and distribution.

The accompanying condensed consolidated financial statements include the accounts of Sharps Technology, Inc. and its wholly owned subsidiaries, SOL Equity Limited and Sol Equity HK Limited, collectively referred to as the “Company.” All intercompany transactions and balances have been eliminated.

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.

Note 2. Summary of Significant Accounting Policies

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.

Significant accounting policies are described in the Company’s Form 10-K for the year ended December 31, 2025.

Basis of Presentation

Significant accounting policies are described in the Company’s Form 10-K for the year ended December 31, 2025.

These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and should be read in conjunction with the audited Condensed Consolidated Financial Statements and the related notes included in the 2025 Annual Report. The condensed consolidated financial information as of December 31, 2025 included herein has been derived from the audited Condensed Consolidated Financial Statements in the 2025 Annual Report.

In the opinion of management, these Condensed Consolidated Financial Statements contain all adjustments (consisting of normal recurring adjustments, including eliminations of material intercompany accounts and transactions) considered necessary for a fair statement of the results presented herein. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. At March 31, 2026 and December 31, 2025, the Company had cash of $12,320,547 and $10,382,745, respectively, and no cash equivalents.

F-6

Concentration of Credit Risk

The Company’s cash, USDC, certain digital commodities held, accounts receivable, and deposits are potentially subject to concentration of credit risk.

Cash is primarily placed with financial institutions which are of high credit quality. The Company does have corporate deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. The Company has not experienced losses on these accounts and does not believe it is exposed to any significant credit risk with respect to these accounts.

The Company holds USDC periodically as a liquidity resource facilitating transactions such as purchases, dispositions and payments. USDC is a payment stablecoin redeemable on a one-to-one basis for U.S. dollars and issued by Circle Internet Financial, LLC. (“Circle”). Circle’s the underlying reserves were held in cash, short-duration U.S. Treasuries, and overnight U.S. Treasury repurchase agreements within segregated accounts for the benefit of USDC holders. USDC is a current financial asset in the Condensed Consolidated Financial Statements.

The Company holds SOL, a digital commodity, as part of its Treasury Strategy. SOL is a digital commodity in the Condensed Consolidated Financial Statements. Our concentration in a single digital commodity exposes the Company to unique liquidity risks that may prevent the conversion of SOL into fiat currency or other assets when desired, particularly during periods of market stress.

Classification of Digital Commodities & Payment Stablecoin

Management assessed SOL, USDC, & USDT under ASU 2023-08. For new asset classes that are out of ASU 2023-08’s scope, the Company considered the assets underlying characteristics within the GENIUS Act, ASC 825, and ASC 350 for assignment as a cash equivalent, financial or intangible asset respectively. The Company also evaluated if each new asset type should be presented as long-term or current under ASC 210.

SOL meets the criteria of ASU 2023-08 and would be considered an in-scope digital commodity. This is because it meets the definition of an intangible asset per the FASB codification, does not provide enforceable rights or claims to underlying goods, services, or other assets. Furthermore, SOL resides on a distributed ledger, is secured through cryptography, is fungible, and is not created or issued by the Company or its related parties.

Both USDC and USDT (“payment stablecoins”) provide the holder with enforceable rights to or claims on underlying goods, services or other assets. Therefore, they would not be considered an in-scope crypto asset under ASU 2023-08, but instead the same factor meets the criteria as a financial asset under ASC 825.

While both Circle (USDC) and Tether (USDT) have applied as payment stablecoins to be cash equivalent under the Genius Act since it came into effect, neither has achieved that designation. Therefore, management does not consider either to be cash equivalent but based on guidance under ASC 210, does classify payment stablecoins as current assets expected to be converted to cash within one year from the balance sheet date. The Company will report payment stablecoins as a current financial asset on the balance sheet adjusted to fair market value.

Digital Commodities

Pursuant to ASU 2023-08, Intangibles — Goodwill and Other — Crypto Assets: Accounting for and Disclosure of Crypto Assets, codified into ASC subtopic 350-60, in-scope crypto assets are required to be measured at fair value in the condensed consolidated balance sheet, with gains and losses from changes in the fair value of such digital commodities recognized in the condensed consolidated statement of operations each reporting period. Under ASU 2023-08 in-scope crypto assets are considered to be indefinite-lived intangible assets. The in-scope crypto assets are initially measured at cost based on existing GAAP guidance per ASC 350-30. ASU 2023-08 also requires certain interim and annual disclosures for digital commodities within the scope of the standard. Sales and purchases of digital commodities are reflected as cash flows from investing activities in the condensed consolidated statements of cash flows.

F-7

The Company adopted this guidance effective August 25, 2025, the date of the Company’s first holding in digital commodities. SOL is measured using Level 1 inputs under ASC 820, based on quoted prices from the principal market unless otherwise restricted. ASC 820 defines “principal market” as the market with the greatest volume and level of activity for the asset or liability. The determination of the principal market (and, as a result, the market participants in the principal market) is made from the perspective of the reporting entity. The digital commodities held by the Company are traded on a number of active markets globally. The Company determines Coinbase as its principal market. The Company recognizes staking revenue by utilizing daily prices obtained from Coinbase at the end of the treasury operations day at 5pm ET (“Spot Price”).

A portion of the in-kind SOL invested as part of the Company’s August 2025 equity offering includes restrictions. These locked SOL will unlock over a period of time and once unlocked can be sold on several SOL exchanges.

While the tokens remain restricted, the locked SOL fair value will include a discount to the Spot Price for SOL for which the unrealized gain or loss is recognized. After reviewing the changes in the market price for these and similar locked SOL transactions, and the discount for in-kind SOL invested at the August 25, 2025 offering, the Company has elected to use 9% as the discount at March 31, 2026 and considers this a Level 2 input.

Once the SOL is unlocked, the fair value is measured at the end of the period at the market value without a discount. The reduction in discount applied to the locked SOL from 10% at December 31, 2025 to 9% at March 31, 2026 aligns with reducing the percentage as the locked SOL is closer to the maturity date. The Company’s Locked SOL averaged just under one year to maturity as of March 31, 2026.

Market Risk

The Company is exposed to SOL market risk related to our digital commodity holdings, which are impacted by the market value of the respective digital commodity held. We performed a sensitivity analysis assuming a hypothetical 10% change in the fair value of these digital commodities to demonstrate the potential impact on our financial results. A hypothetical 10% increase or decrease in market prices would have positively or negatively impacted our Income (loss) before income taxes by approximately $7.1 million for the quarter ended March 31, 2026.

F-8

Foreign Currency Translation/Transactions

The Company has determined that the functional currency for its Hungarian subsidiary (included in discontinued operations) is the local currency. For financial reporting purposes, assets and liabilities denominated in foreign currencies were 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.

For the Company’s Hong Kong subsidiary Sol Equity HK Limited, the functional currency has been determined to be the US dollar. 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.

Basic and Diluted Loss Per Share

The Company computes net income (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 condensed 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. Basic EPS during the quarter ended March 31, 2026 included 28,315,610 in outstanding pre-funded warrants and 4,428,467 in outstanding related party warrants exercisable at par value. 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 March 31, 2026 and December 31, 2025, there were 97,904,847 and 109,219,449 (reverse split effected), respectively of stock options and warrants that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been anti-dilutive for the periods presented.

Digital Commodities Revenue, Realized and Unrealized Gains and Losses

Acquisition of Digital Commodities

We acquire liquid SOL tokens through purchases and delegated staking. In the case of liquid bulk purchases, we recognize for cost basis the actual price paid. In the case of liquid TWAP (time-weighted average price) over multiple hour or days, we recognize for cost basis the average price paid for all tokens purchases.

The Company is able to acquire additional locked SOL through direct negotiations with the owner or third-party custodians at a discounted price from the SOL market value price. With the purchase of locked SOL, we recognize the cost basis as the actual price paid after the discount applied from the SOL price. The unlocking of newly purchased locked SOL occurs over a series of dates as prescribed by the purchase agreement.

We acquire other digital commodities through purchases and record the average price paid as the cost basis.

Per ASC 350-60-45-2, gains and losses from the remeasurement of digital commodities shall be included in net income and presented separately from changes in the carrying value of other intangible assets. Pursuant to this guidance, changes in fair value are reflected on the income statement in the line item “Realized and unrealized (gain) loss on digital commodities” in the operations section of the condensed consolidated statements of operations. We measure changes in fair value as the difference between the cost basis and the prevailing market price of the digital commodity at the date of measurement, multiplied by the quantity held of the digital commodity.

These prices are independently analyzed, including comparisons to other exchanges and potential cut-off times.

F-9

For the derivative positions, the Custodians provide a period-end spot price for the open positions based on valuation models applied based on various inputs.

Remeasurement on a recurring basis

Subsequent to the acquisitions of SOL, remeasurement of change in fair value is done by taking the spot price as defined above on the last day of the period. Tokens are bifurcated between liquid and locked tokens. In the case of liquid tokens, the aggregate fair value is computed by taking the number of liquid and locked tokens and multiplying by the period-end spot price. As locked tokens become unlocked over time, they will be added to the count of liquid tokens and accordingly, make up less of that discount percentage over time when computing aggregate fair value on locked tokens. In the case of locked tokens, the aggregate fair value is computed by taking the number of locked tokens, discounted by the appropriate percentage, which as of December 31, 2025 was 10% and as of March 31, 2026 was 9%.

The 10% discount as of August 2025 was based on the initial investor discount in the August 2025 Offering and other quoted data, as well as historical purchases of locked SOL that management has made on behalf of the Company. The 9% discount as of March 31, 2026 is based on market quotations for locked SOL from brokers and interested purchasers. Management monitors this discount percentage and adjusts when appropriate. We performed a sensitivity analysis assuming a hypothetical 1% change in the discount to fair value of these digital commodities to demonstrate the potential impact on our financial results. A hypothetical 1% increase or decrease in the discount would have positively or negatively impacted our Income (loss) before income taxes by approximately $0.5 million for the quarter ended March 31, 2026.

Staking revenue

We earn staking rewards by delegating our digital commodities to third-party validators on proof-of-stake blockchain networks. These tokens remain under the Company’s control and are not derecognized, as the delegation does not constitute a transfer of control under ASC 610-20 or ASC 350-60.

While there is no explicit guidance under U.S. GAAP for staking activities, the Company applies the principles of ASC 606, Revenue from Contracts with Customers, by analogy. Management evaluates whether a contract exists, identifies the performance obligations, and determines whether the Company acts as a principal or agent in the transaction. The transaction price is measured at the fair value of the digital commodities received at the time control is obtained. Due to the evolving nature of blockchain protocols and limited regulatory guidance, management exercises significant judgment in evaluating validator reliability and the risk of slashing or forfeiture. Changes in protocol rules or accounting interpretations may materially impact how staking revenue is recognized and measured. SOL tokens held by the Company, whether liquid or locked, are eligible for staking. The Company evaluation has determined that it is the delegator and the Custodians, via agreements with validators, are the validators. Therefore, the Company recognizes the staking rewards on a net basis unless it is the validator. The Company believes that the Staking rewards variable revenue should be recognized when the staking rewards are received from the validator in the Company’s staking account.

Rewards are recognized as revenue as is earned at the end of each epoch (just under two day periods for SOL). The FMV of the revenue is calculated using the spot price of SOL at the end of the epoch. For locked SOL where the staking rewards inherit the maturity of their underlying token, the appropriate discount percentage is applied. This revenue is reported on the Statements of consolidated statement of operations under the line item “Staking Revenue.” Changes in fair market value of the staking revenue after the initial staking revenue is recognized are reflected on the condensed consolidated statement of operations as “realized and unrealized (gain) loss on digital commodities”.

F-10

Realized disposition of the digital commodities

To the extent such digital commodities may be disposed, unrealized gain or (losses) shall be reversed and realized gains or (losses) shall be recorded for the difference between FMV price at disposition and its cost. For sales of digital commodities, this would be the net transaction price. In the case of transfers of custody to third parties this is the spot price of the asset on the day of the transfer.

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 can be reasonably estimated. Legal fees related to contingencies are expensed as incurred. Gain contingencies are not recognized until the gain is realizable or realized.

Discontinued Operations

The Company accounts for discontinued operations in accordance with ASC 205-20. A discontinued operation is a component of the Company that has been disposed of or classified as held for sale and represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. Discontinued operations are reported separately net of taxes for all periods presented from continuing operations in the condensed consolidated statements of income for all periods presented. Assets and liabilities of discontinued operations are presented separately for all periods presented in the condensed consolidated balance sheets. The Company provides additional disclosures in the notes, including major classes of assets and liabilities, results of operations, and cash flows related to discontinued operations. Unless otherwise indicated, the information in the notes to the condensed consolidated financial statements refers only to the Company’s continuing operations.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The new guidance requires disaggregated information about the entity’s type of expenses into certain categories. The Company will adopt the new standard in the annual reporting period beginning after December 15, 2026 and is evaluating the impacts of the new guidance on its disclosures within the condensed consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses, which provides for all entities with the option to elect a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of an asset, with respect to estimates of expected credit losses. This guidance is effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted and application of guidance prospectively. We adopted ASU 2025-05 during the first quarter of 2026 and the impact was not material.

Reclassification of Prior Period Presentation

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported total revenues, operating income (loss), net income (loss), or stockholders’ equity.

F-11

Note 3. Prepaid Expenses and Current Assets

Prepaid expenses and other current assets consisted of the following at March 31, 2026 and December 31, 2025:

March 31, 2026

December 31, 2025

SEC Form 10-Q filed by Sharps Technology Inc.